# SECURITIES	AND	EXCHANGE	COMMISSION

(Mark	One)

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

For	the	fiscal	year	ended	December	31,	2015	or

¨ TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF

# Commission	file	number	1-5353

# TELEFLEX	INCORPORATED

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of incorporation	or	organization)

550	East	Swedesford	Road,	Suite	400,	Wayne,	Pennsylvania (Address	of	principal	executive	offices)

(I.R.S.	employer	identification	no.)

(Zip	Code)

Registrant's	telephone	number,	including	area	code:	(610)	225-6800

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	Each	Class

Name	of	Each	Exchange	On	Which	Registered

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		ý					No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.					Yes		¨				No		ý

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the	preceding 12	 months (or	 for	 such	 shorter	 period	 that	 the	 registrant	 was	 required	 to	 file	 such	 reports),	 and	 (2)	 has	 been	 subject	 to	 such	 filing	 requirements	 for	 the	 past 90	days.				Yes		x				No		¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be	submitted and	posted	pursuant	to	Rule	405	of	Regulation	S-T	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and	post	such files).				Yes		x				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of	the registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.		x

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the	definitions	of "large	accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.

Large	accelerated	filer	x

Accelerated	filer	¨

Non-accelerated	filer	¨

Smaller	reporting	company		¨

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Act).	Yes		¨			No		x

The	aggregate	market	value	of	the	Common	Stock	of	the	registrant	held	by	non-affiliates	of	the	registrant	(30,717,872	shares)	on	June	28,	2015	(the	last	business	day	of	the registrant's	most	recently	completed	fiscal	second	quarter)	was	$4,200,976,174	(1)	.	The	aggregate	market	value	was	computed	by	reference	to	the	closing	price	of	the Common	Stock	on	such	date.

# DOCUMENT	INCORPORATED	BY	REFERENCE:

Certain	provisions	of	the	registrant's	definitive	proxy	statement	in	connection	with	its	2015	Annual	Meeting	of	Stockholders,	to	be	filed	within	120	days	of	the	close	of	the registrant's	fiscal	year,	are	incorporated	by	reference	in	Part	III	hereof.

(1)	For	the	purposes	of	this	definition	only,	the	registrant	has	defined	"affiliate"	as	including	executive	officers	and	directors	of	the	registrant	and	owners	of	more	than	five percent	of	the	common	stock	of	the	registrant,	without	conceding	that	all	such	persons	are	"affiliates"	for	purposes	of	the	federal	securities	laws.

# ANNUAL	REPORT	ON	FORM	10-K

# TABLE	OF	CONTENTS

# PART	I

|  | PART	I |  |
| :--- | :--- | :--- |
| Item\t1. | BUSINESS | 4 |
| Item\t1A. | RISK\tFACTORS | 15 |
| Item\t1B. | UNRESOLVED\tSTAFF\tCOMMENTS | 27 |
| Item\t2. | PROPERTIES | 28 |
| Item\t3. | LEGAL\tPROCEEDINGS | 29 |
| Item\t4. | MINE\tSAFETY\tDISCLOSURES | 29 |
|  | PART\tII |  |
| Item\t5. | MARKET\tFOR\tREGISTRANT'S\tCOMMON\tEQUITY,\tRELATED\tSTOCKHOLDER\tMATTERS\tAND\tISSUER |  |
|  | PURCHASES\tOF\tEQUITY\tSECURITIES | 30 |
| Item\t6. | SELECTED\tFINANCIAL\tDATA | 32 |
| Item\t7. | MANAGEMENT'S\tDISCUSSION\tAND\tANALYSIS\tOF\tFINANCIAL\tCONDITION\tAND\tRESULTS\tOF |  |
|  | OPERATIONS | 33 |
| Item\t7A. | QUANTITATIVE\tAND\tQUALITATIVE\tDISCLOSURES\tABOUT\tMARKET\tRISK | 56 |
| Item\t8. | FINANCIAL\tSTATEMENTS\tAND\tSUPPLEMENTARY\tDATA | 57 |
| Item\t9. | CHANGES\tIN\tAND\tDISAGREEMENTS\tWITH\tACCOUNTANTS\tON\tACCOUNTING\tAND\tFINANCIAL |  |
|  | DISCLOSURE | 57 |
| Item\t9A. | CONTROLS\tAND\tPROCEDURES | 57 |
| Item\t9B. | OTHER\tINFORMATION | 58 |
|  | PART\tIII |  |
| Item\t10. | DIRECTORS,\tEXECUTIVE\tOFFICERS\tAND\tCORPORATE\tGOVERNANCE | 59 |
| Item\t11. | EXECUTIVE\tCOMPENSATION | 59 |
| Item\t12. | SECURITY\tOWNERSHIP\tOF\tCERTAIN\tBENEFICIAL\tOWNERS\tAND\tMANAGEMENT\tAND\tRELATED |  |
|  | STOCKHOLDER\tMATTERS | 59 |
| Item\t13. | CERTAIN\tRELATIONSHIPS\tAND\tRELATED\tTRANSACTIONS,\tAND\tDIRECTOR\tINDEPENDENCE | 59 |
| Item\t14. | PRINCIPAL\tACCOUNTING\tFEES\tAND\tSERVICES | 59 |
|  | PART\tIV |  |
| Item\t15. | EXHIBITS,\tFINANCIAL\tSTATEMENT\tSCHEDULES | 60 |
| SIGNATURES |  | 61 |

# Information	Concerning	Forward-Looking	Statements

All	statements	made	 in	 this	Annual	Report	on	Form	10-K,	other	 than	statements	of	historical	 fact,	are	 forward-looking	statements.	The	words "anticipate,"	 "believe,"	 "estimate,"	 "expect,"	 "intend,"	 "may,"	 "plan,"	 "will,"	 "would,"	 "should,"	 "guidance,"	 "potential,"	 "continue,"	 "project,"	 "forecast," "confident,"	"prospects"	and	similar	expressions	typically	are	used	to	identify	forward-looking	statements.	Forward-looking	statements	are	based	on	the then-current	expectations,	beliefs,	assumptions,	estimates	and	forecasts	about	our	business	and	the	industry	and	markets	in	which	we	operate.	These statements	are	not	guarantees	of	future	performance	and	are	subject	to	risks,	uncertainties	and	assumptions	which	are	difficult	to	predict.	Therefore, actual	outcomes	and	results	may	differ	materially	from	what	is	expressed	or	implied	by	these	forward-looking	statements	due	to	a	number	of	factors, including:

•changes	in	business	relationships	with	and	purchases	by	or	from	major	customers	or	suppliers,	including	delays	or	cancellations	in	shipments;

•demand	for	and	market	acceptance	of	new	and	existing	products;

•our	ability	to	integrate	acquired	businesses	into	our	operations,	realize	planned	synergies	and	operate	such	businesses	profitably	in	accordance with	expectations;

•our	ability	to	effectively	execute	our	restructuring	programs;

•our	inability	to	realize	savings	resulting	from	restructuring	plans	and	programs	at	anticipated	levels;

•the	impact	of	recently	passed	healthcare	reform	legislation	and	changes	in	Medicare,	Medicaid	and	third-party	coverage	and	reimbursements;

•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	and	sovereign	debt	issues;

•difficulties	entering	new	markets;	and

•general	economic	conditions.

For	a	further	discussion	of	the	risks	relating	to	our	business,	see	Item	1A	"Risk	Factors"	in	this	Annual	Report	on	Form	10-K.	We	expressly	disclaim any	obligation	to	update	these	forward-looking	statements,	except	as	otherwise	specifically	stated	by	us	or	as	required	by	law	or	regulation.

# ITEM	1. BUSINESS

Teleflex	Incorporated	is	referred	to	herein	as	"we,"	"us,"	"our,"	"Teleflex"	and	the	"Company."

# THE	COMPANY

Teleflex	is	a	global	provider	of	medical	technology	products	that	enhance	clinical	benefits,	improve	patient	and	provider	safety	and	reduce	total procedural	costs.	We	primarily	design,	develop,	manufacture	and	supply	single-use	medical	devices	used	by	hospitals	and	healthcare	providers	for common	diagnostic	and	therapeutic	procedures	in	critical	care	and	surgical	applications.	We	market	and	sell	our	products	to	hospitals	and	healthcare providers	worldwide	through	a	combination	of	our	direct	sales	force	and	distributors.	Because	our	products	are	used	in	numerous	markets	and	for	a variety	of	procedures,	we	are	not	dependent	upon	any	one	end-market	or	procedure.	We	manufacture	our	products	at	25	manufacturing	sites,	with	major manufacturing	operations	located	in	the	Czech	Republic,	Germany,	Malaysia,	Mexico	and	the	United	States.

We	are	focused	on	achieving	consistent,	sustainable	and	profitable	growth	and	improving	our	financial	performance	by	increasing	our	market	share and	improving	our	operating	efficiencies	through:

•development	of	new	products	and	product	line	extensions;

•investment	in	new	technologies	and	broadening	their	applications;

•expansion	of	the	use	of	our	products	in	existing	markets	and	introduction	of	our	products	into	new	geographic	markets;

•achievement	of	economies	of	scale	as	we	continue	to	expand	by	leveraging	our	direct	sales	force	and	distribution	network	for	new	products,	as	well as	increasing	efficiencies	in	our	sales	and	marketing	and	research	and	development	structures	and	our	manufacturing	and	distribution	facilities;	and •expansion	of	our	product	portfolio	through	select	acquisitions,	licensing	arrangements	and	business	partnerships	that	enhance,	extend	or	expedite our	 development	 initiatives	 or	 our	 ability	 to	 increase	 our	 market	 share.	 During	 2015,	 we	 completed	 several	 acquisitions	 of	 businesses	 that complement	 our	 anesthesia,	 surgical	 and	 vascular	 product	 portfolios,	 as	 well	 as	 our	Asia	 segment.	See	 Note	 3	 to	 the	 consolidated	 financial statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information.

Our	research	and	development	capabilities,	commitment	to	engineering	excellence	and	focus	on	low-cost	manufacturing	enable	us	to	bring	cost effective,	innovative	products	to	market	that	improve	the	safety,	efficacy	and	quality	of	healthcare.	Our	research	and	development	initiatives	focus	on developing	these	products	for	both	existing	and	new	therapeutic	applications,	as	well	as	enhancements	to,	and	line	extensions	of,	existing	products.	We introduced	20	new	products	and	line	extensions	during	 2015.	Our	portfolio	of	existing	products	and	products	under	development	consists	primarily	of Class	I	and	Class	II	devices,	which	require	510(k)	clearance	by	the	United	States	Food	and	Drug	Administration	("FDA"),	for	sale	in	the	United	States.	We believe	 that	 510(k)	 clearance	 reduces	 our	 research	 and	 development	 costs	 and	 risks,	 and	 typically	 results	 in	 a	 shorter	 timetable	 for	 new	 product introductions	as	compared	to	the	premarket	approval,	or	PMA,	process	that	would	be	required	for	Class	III	devices.	See	"Government	Regulation"	below.

# OUR	SEGMENTS

Effective	April	1,	2015,	we	reorganized	certain	of	our	North	American	businesses	to	better	leverage	our	resources.	As	a	result,	we	realigned	our operating	segments.	Specifically,	our	Anesthesia/Respiratory	North	America	operating	segment	was	divided	into	two	operating	segments,	Anesthesia North	America	 and	 Respiratory	 North	America.	Additionally,	 the	 businesses	 comprising	 our	 former	 Specialty	 operating	 segment	 (which	 was	 not	 a reportable	segment	and,	therefore,	was	included	in	the	"All	other"	category	in	our	presentation	of	segment	information)	were	transferred	to	the	Anesthesia North	America,	Vascular	North	America	and	Respiratory	North	America	operating	segments.

As	a	result	of	the	operating	segment	changes	described	above,	we	have	the	following	 six	reportable	operating	segments:	Vascular	North	America, Anesthesia	North	America,	Surgical	North	America,	EMEA	(Europe,	Middle	East	and	Africa),	Asia	and	OEM.	In	connection	with	the	presentation	of segment	information,	we	will	continue	to	present	in	the	"All	other"	category	certain	operating	segments,	which,	effective	April	1,	2015,	include,	among others,	the	Respiratory	North	America	operating	segment.	All	prior	comparative	periods	presented	in	this	report	have	been	restated	to	reflect

these	changes.	The	following	charts	depict	our	net	revenues	by	reportable	operating	segment	as	a	percentage	of	our	total	consolidated	net	revenues	for the	years	ended	December	31,	2015,	2014	and	2013.

Vascular	North	America:	Our	Vascular	North	America	segment	is	comprised	of	our	North	American	vascular	and	interventional	access	businesses, which	offer	products	that	facilitate	a	variety	of	critical	care	therapies	and	other	applications.

# Vascular	Access	Products

Our	vascular	access	products	primarily	consist	of	our	Arrow	branded	catheters	and	related	devices	that	are	used	in	a	wide	range	of	procedures, including	the	administration	of	intravenous	medications	and	other	therapies,	the	measurement	of	blood	pressure	and	the	withdrawal	of	blood	samples through	a	single	puncture	site.	The	vascular	access	product	portfolio	principally	consists	of	the	following	products:

•Arrow	Central	Venous	Catheters	(CVCs):	Arrow	CVCs	are	inserted	in	the	neck	or	shoulder	area	and	come	in	multiple	lengths	and	up	to	four channels,	or	lumens.	The	Arrow	CVC	has	a	pressure	injectable	option	which	gives	clinicians	who	perform	contrast-enhanced	CT	scans	the	ability	to use	an	indwelling	(in	the	body)	pressure	injectable	Arrow	CVC	to	inject	contrast	dye	for	the	scan	without	having	to	insert	a	second	catheter.

•Arrow	EZ-IO	Intraosseous	Vascular	Access	System:	The	Arrow	EZ-IO	system	provides	vascular	access	for	the	delivery	of	medications	and	fluids via	intraosseous,	or	in	the	bone,	infusion	when	traditional	vascular	access	is	difficult	or	impossible.	Sales	of	the	Arrow	EZ-IO	system	to	our	hospital customers	 are	 included	 in	 our	 Vascular	 North	 America	 segment	 results.	As	 discussed	 below,	 sales	 of	 the	Arrow	 EZ-IO	 to	 pre-hospital	 care customers,	such	as	emergency	medical	service	providers,	are	included	in	our	Anesthesia	North	America	segment	results.

•Arrow	Peripherally	Inserted	Central	Catheters	(PICCs):	Arrow	PICCs	are	soft,	flexible	catheters	that	are	inserted	in	the	upper	arm	and	advanced	into a	vein	that	carries	blood	to	the	heart	to	administer	various	types	of	intravenous	medications	and	therapies.	Arrow	PICCs	have	a	pressure	injectable option	that	can	withstand	the	higher	pressures	required	by	the	injection	of	contrast	media	for	CT	scans.

•Arrow	Jugular	Axillo-subclavian	Central	Catheters	(JACCs):	Arrow	JACCs	are	designed	to	be	inserted	in	the	neck	or	shoulder	area	and	provide	an alternative	 to	 traditional	CVCs	and	PICCs	 for	acute	care.	Arrow	JACCs	may	be	used	short	or	long	term	to	treat	patients	who	may	have	poor peripheral	circulation.

•VPS	G4	Vascular	Positioning	System:	Our	VPS	G4	system	is	an	advanced	vascular	positioning	system	designed	to	facilitate	precise	placement	of central	venous	catheters	within	the	heart.	Indicated	as	an	alternative	to	chest	x-ray	confirmation	for	CVC	tip	placement	confirmation	in	adult	patients, the	system	analyzes	multiple	metrics,	in	real	time,	to	help	clinicians	navigate	through	the	circulatory	system	and	identify	the	correct	catheter	tip placement	in	the	heart.

•Arrow	Arterial	Catheterization	Sets:	Our	Arrow	arterial	catheterization	sets	facilitate	arterial	pressure	monitoring	and	blood	withdrawal	for	glucose, blood-gas	and	electrolyte	measurement	in	a	wide	variety	of	critical	care	and	intensive	care	settings.

•Arrow	Percutaneous	Sheath	Introducers:	Our	Arrow	percutaneous	sheath	introducers	are	used	to	insert	cardiovascular	and	other	catheterization devices	into	the	vascular	system	during	critical	care	procedures.

The	large	majority	of	our	CVCs	are	treated	with	our	ARROWg+ard	or	ARROWg+ard	Blue	Plus	antimicrobial	surface	treatments,	which	have	been shown	to	reduce	the	risk	of	catheter	related	bloodstream	infection.	Our	PICCs	and	JACCs	are	available	with	our	Chlorag+ard	technology,	which	is	an antimicrobial	treatment	applied	to	the	external	surface	of	the	catheter	body,	as	well	as	the	entire	fluid	pathway	of	the	catheter,	that	has	been	shown	to	be effective	in	reducing	microbial	colonization	and	thrombus	accumulation	on	catheter	surfaces.

We	also	offer	many	of	our	vascular	access	catheters	in	Maximal	Barrier	Precautions	trays,	which	are	designed	to	assist	healthcare	providers	in complying	with	clinical	guidelines	for	reducing	catheter-related	bloodstream	infections.	These	trays	are	available	for	CVCs,	PICCs	and	multi	access catheters	and	include	a	full	body	drape,	coated	or	non-coated	catheters	and	other	accessories.	In	addition,	our	ErgoPACK	system	offers	clinicians	a broad	range	of	tray	configurations	with	components	packaged	in	the	tray	in	the	order	in	which	they	will	be	needed	during	the	procedure,	and	incorporates features	designed	to	promote	ease	of	use	and	patient	and	provider	safety.

# Interventional	Access	Products

Our	interventional	access	products	are	used	in	a	wide	range	of	applications,	including	dialysis,	oncology	and	critical	care	therapies.	Our	interventional access	portfolio	also	includes	several	Arrow	branded	products,	such	as	diagnostic	and	drainage	kits,	embolectomy	balloons,	and	reinforced	percutaneous sheath	introducers.	Our	interventional	access	products	include:

•Arrow	 OnControl®	 Powered	 Bone	 Marrow	 /	 Bone	 Access	 System:	The	 Arrow	 OnControl	 powered	 bone	 access	 system	 enables	 access for hematology	and	oncology	diagnostic	practices.	The	system	is	used	to	obtain	bone	marrow,	aspirate	the	bone	and	access	bone	lesions.

•Arrow	Trerotola™	Percutaneous	Thrombectomy	Device	("PTD"):	The	Arrow	Trerotola	PTD	is	used	for	declotting	of	dialysis	grafts	and	fistulas.

•Arrow	Chronic	Hemodialysis	Catheters:	The	Arrow	chronic	hemodialysis	catheters	include	both	antegrade	and	retrograde	insertion	options	for	split, step	and	symmetrical	tip	configurations.

•Arrow	 Acute	 Hemodialysis	 Catheters:	Similar to the	Arrow	 CVC	 portfolio, the	Arrow	Acute	 hemodialysis	 catheters	 are	 offered	 with	 or	 without ARROWg+ard	antimicrobial	surface	treatment

Anesthesia	North	America:	Our	Anesthesia	North	America	segment	is	comprised	of	our	North	American	airway	management	and	pain	management businesses.

# Airway	Management	Products

Our	airway	management	products	and	related	devices	consist	principally	of	the	following:

•LMA	Airways:	Our	LMA	laryngeal	masks	are	used	by	anesthesiologists	and	emergency	responders	to	establish	an	airway	to	channel	anesthesia	gas or	oxygen	to	a	patient's	lungs	during	surgery	or	trauma.	The	LMA	Protector™	Airway,	our	latest	airway	management	device,	is	the	first	single-use laryngeal	mask	with	a	dual	gastric	drainage	channel	and	pharyngeal	chamber	designed	specifically	to	channel	high	volume,	high	pressure	gastric contents	away	from	the	airway.	It	also	integrates	our	Second	Seal™	technology	to	isolate	the	respiratory	tract	from	the	digestive	tract,	reducing	the risk	of	aspiration	of	gastric	contents.	The	LMA	Protector™	Airway	also	includes	our	Cuff	Pilot™	technology,	which	enables	clinicians	to	confirm	that the	inserted	cuff	is	properly	inflated	and	to	monitor	pressure	levels.

•LMA	Atomization:	Our	LMA	atomization	portfolio	includes	products	designed	to	facilitate	atomized	delivery	of	certain	medications.	Included	in	the portfolio	 is	 our	 LMA	 MAD	 Nasal™,	 an	 intranasal	 mucosal	 atomization	 device	 that	 is	 designed	 to	 provide	 a	 safe	 and	 painless	 way	 to	 deliver medications	approved	for	intranasal	delivery	to	a	patient's	blood	stream	without	an	intravenous	line	or	needle.

•RUSCH	 Endotracheal	 Tubes	 and	 Laryngoscopes:	We	 offer	 a	 broad	 portfolio	 of	 products	 to	 facilitate	 and	 support	 endotracheal	 intubation	 to administer	oxygen,	and	anesthetic	gases	in	multiple	settings	(surgery,	critical	care	and	emergency	settings).	We	also	provide	a	broad	range	of products	for	laryngoscopy,	a	procedure	that	is	primarily	used	to	obtain	a	view	of	the	airway	to	facilitate	tracheal	intubation	during	general	anesthesia or	cardiopulmonary	resuscitation	("CPR").	Among	these	products	is	the	RUSCH	DispoLED	Laryngoscope	Handle,	a	single-use	handle

designed	to	help	facilities	comply	with	standards	designed	to	reduce	the	potential	for	patient	cross-contamination	associated	with	reusable	devices during	intubation.

# Pain	Management	Products

Our	pain	management	products,	which	are	designed	for	use	in	a	broad	range	of	surgical	and	obstetric	procedures,	consist	principally	of	the	following:

•Arrow	Epidural	Catheters,	Needles	and	Kits:	We	offer	a	broad	range	of	Arrow	epidural	products,	including	the	Arrow	FlexTip	Plus	epidural	catheter, to	facilitate	epidural	analgesia.	Epidural	analgesia	may	be	used	separately	for	pain	management,	as	an	adjunct	to	general	anesthesia,	as	a	sole technique	for	surgical	anesthesia	and	for	post-operative	pain	management.

•Arrow	 Peripheral	 Nerve	 Block	 ("PNB")	 Catheters,	 Pumps,	 Needles	 and	 Kits:	Our	 portfolio	 of	Arrow	 PNB	 products,	 which	 includes	 the	Arrow Stimucath	 and	 FlexBlock	 catheters,	 are	 designed	 to	 be	 used	 by	 anesthesiologists	 to	 provide	 localized	 pain	 relief	 by	 injecting	 anesthetics	 to deliberately	interrupt	the	signals	traveling	along	a	nerve.	Nerve	blocks	are	used	in	a	variety	of	different	procedures,	including	orthopedics.

•AutoFuser	 Disposable	 Pain	 Pumps:	Our	 AutoFuser	 Disposable	 Pain	 Pumps	 are	 designed	 for	 general	 infusion	 use,	 which	 includes	 regional anesthesia	 and	 pain	 management,	 intra-operative	 (soft	 tissue/body	 cavity)	 sites,	 percutaneous,	 subcutaneous,	 epidural	 administration.	The AutoFuser	offers	multiple	reservoir	sizes	and	configurations	to	meet	a	variety	of	clinical	demands.

•Arrow	 EZ-IO	 System:	 The	 EZ-IO	 system,	 as	 described	 in	 the	 Vascular	 North	 America segment summary	 above, complements	 our	 pain management	product	portfolio	when	administered	in	pre-hospital	emergency	settings.

Surgical	North	America:	Our	surgical	products	are	designed	to	provide	surgeons	with	a	comprehensive	range	of	devices	for	use	in	a	variety	of surgical	procedures.	Our	portfolio,	which	consists	of	both	single-use	and	reusable	products,	include	the	following:

•Weck®Ligation	Systems:	Our	Weck	Ligation	Systems	features	the	Weck	Ligating	Clips	and	Hem-o-lok®	Ligating	Clips.	The	Weck	Ligating	Clips	are intended	for	use	in	procedures	involving	vessels	or	anatomic	structures	and	are	sold	in	various	sizes,	types	and	materials.	Our	Hem-o-lok	Ligating Clips	are	intended	for	use	in	procedures	involving	ligation	of	vessels	or	tissue	structures	and	are	sold	in	various	sizes.

•Weck	EFx	Fascial	Closure	System:	Our	Weck	EFx	endo	fascial	closure	system	is	a	port	site	closure	device	used	in	laparoscopic	surgical	procedures that	is	designed	to	minimize	complications	and	costs	associated	with	port-site	herniation.	We	recently	expanded	this	product	line	to	include	the	EFx Shield	fascial	closure	system.	The	Weck	Facial	Closure	Systems	are	intended	to	facilitate	placement	and	withdrawal	of	suture	loops	to	repair	port site	defects	following	laparoscopic	surgery.

•Percutaneous	Surgical	Systems:	Our	Mini-Lap	surgical	instruments,	which	we	added	to	our	product	portfolio	through	our	December	2014	acquisition of	 Mini-Lap	 Technologies,	 Inc.	 ("Mini-Lap"),	 are	 designed	 to	 be	 inserted	 percutaneously	 (through	 the	 skin)	 to	 enable	 surgeons	 to	 perform laparoscopic	surgery	while	reducing	the	need	for	multiple	trocars	(access	ports).	In	addition,	we	have	developed	our	PercuvanceTM	percutaneous surgical	system	with	5	mm	attachments,	which	is	indicated	for	the	means	to	penetrate	soft	tissue	to	access	certain	areas	of	the	human	abdomen and	used	to	grasp,	hold	and	manipulate	tissue.	We	received	510(k)	clearance	for	this	product	in	January	2015	and	initiated	a	controlled	launch	of	the product	in	the	United	States	and	Europe	in	2015.

Our	other	branded	surgical	products	include	our	Weck	Vista	bladeless	access	ports,	Deknatel	sutures	and	our	Pilling ®	and	Kmedic®	surgical instruments.

Europe,	the	Middle	East	and	Africa	("EMEA"):	Our	EMEA	segment	designs,	manufactures	and	distributes	medical	devices	primarily	used	in critical	care,	surgical	applications	and	cardiac	care	and	generally	serves	two	end	markets:	hospitals	and	healthcare	providers,	and	home	health.	The products	offered	by	our	EMEA	segment	are	most	widely	used	in	acute	care	settings	for	a	range	of	diagnostic	and	therapeutic	procedures	and	in	general and	specialty	surgical	applications,	such	as	urology.

Asia:	Our	Asia	segment,	like	our	EMEA	segment,	designs,	manufactures	and	distributes	medical	devices	primarily	used	in	critical	care,	surgical applications	and	cardiac	care	and	generally	serves	hospitals	and	healthcare	providers.	The	products	offered	by	our	Asia	segment	are	most	widely	used	in acute	care	settings	for	a	range	of	diagnostic	and	therapeutic	procedures	and	in	general	and	specialty	surgical	applications.

OEM:	Our	OEM	segment	designs,	manufactures	and	supplies	devices	and	instruments	for	other	medical	device	manufacturers.	Our	OEM	division, which	includes	the	TFX	OEM®	and	Deknatel®	OEM	brands,	provides	custom-engineered	extrusions,	diagnostic	and	interventional	catheters,	sheath/dilator sets	(introducers)	and	kits,	sutures,	performance	fibers,	and	bioresorbable	resins	and	fibers.	We	offer	an	extensive	portfolio	of	integrated	capabilities, including	engineering,	material	selection,	regulatory	affairs,	prototyping,	testing	and	validation,	manufacturing,	assembly	and	packing.	As	a	result	of	our acquisition	of	Trintris	Medical,	Inc.	in	2015,	the	OEM	segment	expanded	its	product	portfolio	to	include	balloons	and	balloon	catheters.

All	other	businesses:	Our	other	operating	segments	do	not	meet	the	threshold	for	separate	disclosure	under	applicable	accounting	guidance	and are	therefore	included	in	the	"All	other"	line	item	in	tabular	presentations	of	segment	information.	Products	offered	by	these	operating	segments	include single-use	respiratory,	urology	and	cardiac	care	products,	as	well	as	capital	equipment,	which	are	provided	to	hospitals	and	other	alternative	channels	of care.	Also	included	in	the	"All	other"	line	item	is	our	Latin	American	business.

# Respiratory/Urology	Product	Portfolio

As	a	result	of	the	business	reorganization	discussed	previously,	we	combined	our	respiratory	and	urology	businesses.	Our	respiratory	products	are used	in	a	variety	of	care	settings	and	include	oxygen	therapy	products,	aerosol	therapy	products,	spirometry	products,	and	ventilation	management products.	Our	Hudson	RCI	brand	has	been	a	prominent	name	in	respiratory	care	for	over	65	years.

Our	urology	product	portfolio	provides	bladder	management	 for	patients	 in	 the	hospital	and	 individuals	 in	 the	home	care	markets.	The	product portfolio	 consists	 principally	 of	 a	 wide	 range	 of	 catheters	 (including	 Foley,	 intermittent,	 external	 and	 suprapubic),	 urine	 collectors,	 catheterization accessories	and	products	for	operative	endourology	marketed	under	the	Rusch	brand	name.

# Cardiac	Care	Product	Portfolio

Products	in	this	portfolio	include	diagnostic	and	intra-aortic	balloon	catheters	and	capital	equipment.	Our	diagnostic	catheters	include	thermodilution and	 wedge	 pressure	 catheters;	 specialized	 catheters	 used	 during	 the	 x-ray	 examination	 of	 blood	 vessels,	 such	 as	 Berman	 and	 Reverse	 Berman catheters;	therapeutic	delivery	catheters,	such	as	temporary	pacing	catheters;	sheaths	for	femoral	and	trans-radial	aortic	access	used	in	diagnostic	and therapeutic	procedures;	and	intra-aortic	balloon,	or	IAB,	catheters.	Capital	equipment	includes	our	intra-aortic	balloon	pump,	or	IABP,	consoles.	IABP products	are	used	to	augment	oxygen	delivery	to	the	cardiac	muscle	and	reduce	the	oxygen	demand	after	cardiac	surgery,	serious	heart	attack	or interventional	procedures.	We	market	our	cardiac	care	products	under	the	Arrow	brand	name.

# Latin	America

Our	Latin	America	business	generally	engages	in	the	same	type	of	operations,	and	serves	the	same	type	of	end	markets,	as	the	EMEA	and	Asia segments.

# OUR	MARKETS

We	 generally	 serve	 three	 end-markets:	 hospitals	 and	 healthcare	 providers,	 medical	 device	 manufacturers	 and	 home	 care.	These	 markets	 are affected	by	a	number	of	 factors,	 including	demographics,	utilization	and	reimbursement	patterns.	The	 following	charts	depict	 the	percentage	of	net revenues	for	the	years	ended	December	31,	2015,	2014	and	2013	derived	from	each	of	our	end	markets.

# HISTORY	AND	RECENT	DEVELOPMENTS

Teleflex	was	founded	in	1943	as	a	manufacturer	of	precision	mechanical	push/pull	controls	for	military	aircraft.	From	this	original	single	market, single	product	orientation,	we	expanded	and	evolved	through	entries	into	new	businesses,	development	of	new	products,	introduction	of	products	into new	geographic	or	end-markets	and	acquisitions	and	dispositions	of	businesses.	Throughout	our	history,	we	have	continually	focused	on	providing innovative,	technology-driven,	specialty-engineered	products	that	help	our	customers	meet	their	business	requirements.

Beginning	in	2007,	we	significantly	changed	the	composition	of	our	portfolio	of	businesses,	expanding	our	presence	in	the	medical	device	industry, while	divesting	all	of	our	other	businesses,	which	served	the	aerospace,	automotive,	industrial	and	marine	markets.	Following	the	divestitures	of	our marine	business	and	cargo	container	and	systems	businesses	in	2011,	we	became	exclusively	a	medical	device	company.

We	expect	to	continue	to	increase	the	size	of	our	business	through	a	combination	of	acquisitions	and	organic	growth	initiatives.	In	recent	years,	we expanded	our	product	portfolio	through	select	acquisitions,	including	our	2012	acquisition	of	substantially	all	of	the	assets	of	LMA	International	N.V,	a global	provider	of	laryngeal	masks	whose	products	are	used	in	anesthesia	and	emergency	care,	which	complements	our	anesthesia	product	portfolio,	and our	2013	acquisition	of	Vidacare	Corporation	("Vidacare"),	a	provider	of	 intraosseous,	or	 inside	 the	bone,	access	devices,	which	complements	our vascular	access	and	anesthesia	product	portfolios.	We	continue	to	complete	conversions	from	distributor	sales	to	direct	sales	("distributor-to-direct	sales conversions")	 in	 certain	 countries,	 including	 Australia,	 Korea	 and	 Japan.	Additionally,	 we	 continue	 to	 execute	 restructuring	 programs	 to	 improve efficiencies	in	our	sales	and	marketing	and	research	and	development	structures	and	in	our	manufacturing	and	distribution	facilities.

# GOVERNMENT	REGULATION

We	are	subject	to	comprehensive	government	regulation	both	within	and	outside	the	United	States	relating	to	the	development,	manufacture,	sale and	distribution	of	our	products.

# Regulation	of	Medical	Devices	in	the	United	States

All	of	our	medical	devices	manufactured	or	sold	in	the	United	States	are	subject	to	the	Federal	Food,	Drug,	and	Cosmetic	Act	("FDC	Act"),	as implemented	and	enforced	by	the	FDA.	The	FDA	and,	in	some	cases,	other	government	agencies	administer	requirements	for	the	design,	testing,	safety, effectiveness,	manufacturing,	labeling,	storage,	record	keeping,	clearance,	approval,	advertising	and	promotion,	distribution,	post-market	surveillance, import	and	export	of	our	medical	devices.

Unless	an	exemption	or	pre-amendment	grandfather	status	applies,	each	medical	device	that	we	market	must	first	receive	either	clearance	as	a Class	I	or	Class	II	device	(by	submitting	a	premarket	notification	("510(k)")	or	approval	as	a	Class	III	device	(by	filing	a	premarket	approval	application ("PMA"))	from	the	FDA	pursuant	to	the	FDC	Act.	To	obtain	510(k)	clearance,	a	manufacturer	must	demonstrate	that	the	proposed	device	is	substantially equivalent	to	a	legally	marketed	510(k)-cleared	device	(or	pre-amendment	device	for	which	FDA	has	not	called	for	PMAs),	referred	to	as	the	"predicate device."	Substantial	equivalence	is	established	by	the	applicant	showing	that	the	proposed	device	has	the	same	intended	use	as	the	predicate	device, and	it	either	has	the	same	technological	characteristics	or	has

been	shown	to	be	equally	safe	and	effective	and	does	not	raise	different	questions	of	safety	and	effectiveness	as	compared	to	the	predicate	device.		The FDA's	510(k)	clearance	process	usually	takes	from	four	to	twelve	months,	but	it	can	last	longer.	A	device	that	is	not	eligible	for	the	510(k)	process because	there	is	no	predicate	device	may	be	reviewed	through	the	de	novo	process	(the	process	for	approval	when	no	substantially	equivalent	device exists)	if	the	FDA	agrees	it	is	a	low	to	moderate	risk	device	eligible	for	Class	I	or	Class	II	designation.	A	device	not	eligible	for	510(k)	clearance	or	de	novo clearance	is	categorized	as	Class	III	and	must	follow	the	PMA	approval	pathway,	which	requires	proof	of	the	safety	and	effectiveness	of	the	device	to	the FDA's	satisfaction.		The	process	of	obtaining	PMA	approval	is	much	more	costly,	lengthy	and	uncertain	than	the	510(k)	process.	It	generally	takes	from one	to	three	years	or	even	longer.	Our	portfolio	of	existing	products	and	pipeline	of	potential	new	products	consist	primarily	of	Class	I	and	Class	II	devices that	require	510(k)	clearance.		In	addition,	modifications	made	to	devices	after	they	receive	clearance	or	approval	may	require	a	new	510(k)	clearance	or approval	of	a	PMA	or	PMA	supplement.	We	cannot	be	sure	that	510(k)	clearance	or	PMA	approval	will	be	obtained	for	any	device	that	we	propose	to market.

A	clinical	trial	is	almost	always	required	to	support	a	PMA	application	and	is	sometimes	required	for	a	510(k)	clearance.		The	sponsor	of	a	clinical study	must	comply	with	and	conduct	the	study	in	accordance	with	the	applicable	federal	regulations,	including	FDA's	investigational	device	exemption ("IDE")	requirements,	and	good	clinical	practice	("GCP").		Clinical	trials	must	also	be	approved	by	an	institutional	review	board	("IRB"),	which	is	an appropriately	constituted	group	that	has	been	formally	designated	to	review	and	monitor	biomedical	research	involving	human	subjects	and	which	has	the authority	to	approve,	require	modifications	in,	or	disapprove	research	to	protect	the	rights,	safety,	and	welfare	of	the	human	research	subject.		The	FDA may	order	the	temporary,	or	permanent,	discontinuation	of	a	clinical	trial	at	any	time,	or	impose	other	sanctions,	if	it	believes	that	the	clinical	trial	either	is not	being	conducted	in	accordance	with	FDA	requirements	or	presents	an	unacceptable	risk	to	the	clinical	trial	patients.		An	IRB	may	also	require	the clinical	trial	at	the	site	to	be	halted	for	failure	to	comply	with	the	IRB's	requirements,	or	may	impose	other	conditions.

After	a	device	is	placed	on	the	market,	numerous	regulatory	requirements	continue	to	apply.	Those	regulatory	requirements	include	the	following:

•device	listing	and	establishment	registration;

•adherence	to	the	Quality	System	Regulation	("QSR")	which	requires	stringent	design,	testing,	control,	documentation,	complaint	handling	and	other quality	assurance	procedures;

•labeling	requirements;

•FDA	prohibitions	against	the	promotion	of	off-label	uses	or	indications;

•adverse	event	and	malfunction	reporting;

•post-approval	restrictions	or	conditions,	including	post-approval	clinical	trials	or	other	required	testing;

•post-market	surveillance	requirements;

•the	FDA's	recall	authority,	whereby	it	can	require	or	ask	for	the	recall	of	products	from	the	market;	and

•voluntary	corrections	or	removals	reporting	and	documentation.

In	September	2013,	the	FDA	issued	final	regulations	and	draft	guidance	documents	regarding	the	Unique	Device	Identification	("UDI")	System,	which will	require	manufacturers	to	mark	certain	medical	devices	with	unique	identifiers.	While	the	FDA	expects	that	the	UDI	System	will	help	track	products during	recalls	and	improve	patient	safety,	it	will	require	us	to	make	changes	to	our	manufacturing	and	labeling,	which	could	increase	our	costs.		The	UDI System	is	being	implemented	in	stages	based	on	device	risk,	with	the	first	requirements	having	taken	effect	in	September	2014	and	the	last	taking	effect in	September	2020.

Certain	of	our	medical	devices	are	sold	in	convenience	kits	that	include	a	drug	component,	such	as	lidocaine.	These	types	of	kits	are	generally regulated	as	combination	products	within	the	Center	for	Devices	and	Radiological	Health	under	the	device	regulations	because	the	device	generates	the primary	mode	of	action	of	the	kit.	Although	the	kit	as	a	whole	is	regulated	as	a	medical	device,	it	may	be	subject	to	certain	drug	requirements	such	as current	good	manufacturing	practices	("cGMPs")	to	the	extent	applicable	to	the	drug-component	repackaging	activities	and	subject	to	inspection	to	verify compliance	with	cGMPs	as	well	as	other	regulatory	requirements.

Our	manufacturing	facilities,	as	well	as	those	of	certain	of	our	suppliers,	are	subject	to	periodic	and	for-cause	inspections	to	verify	compliance	with	the QSR	as	well	as	other	regulatory	requirements.	If	the	FDA	were	to	find	that

we	or	certain	of	our	suppliers	have	failed	to	comply	with	applicable	regulations,	it	could	institute	a	wide	variety	of	enforcement	actions,	ranging	from issuance	of	a	warning	or	untitled	letter	to	more	severe	sanctions,	such	as	product	recalls	or	seizures,	civil	penalties,	consent	decrees,	injunctions,	criminal prosecution,	operating	restrictions,	partial	suspension	or	total	shutdown	of	production,	refusal	to	permit	importation	or	exportation,	refusal	to	grant,	or delays	in	granting,	clearances	or	approvals	or	withdrawal	or	suspension	of	existing	clearances	or	approvals.	The	FDA	also	has	the	authority	to	request repair,	replacement	or	refund	of	the	cost	of	any	medical	device	manufactured	or	distributed	by	us.		Any	of	these	actions	could	have	an	adverse	effect	on our	business.

# Regulation	of	Medical	Devices	Outside	of	the	United	States

Medical	device	 laws	also	are	 in	effect	 in	many	of	 the	markets	outside	of	 the	United	States	 in	which	we	do	business.	These	 laws	range	 from comprehensive	device	approval	requirements	for	some	or	all	of	our	products	to	requests	for	product	data	or	certifications.	Inspection	of	and	controls	over manufacturing,	as	well	as	monitoring	of	device-related	adverse	events,	are	components	of	most	of	these	regulatory	systems.

# Healthcare	Laws

We	are	subject	to	various	federal,	state	and	local	laws	in	the	United	States	targeting	fraud	and	abuse	in	the	healthcare	industry.		These	laws	prohibit us	from,	among	other	things,	soliciting,	offering,	receiving	or	paying	any	remuneration	to	induce	the	referral	or	use	of	any	item	or	service	reimbursable under	Medicare,	Medicaid	or	other	federally	or	state	financed	healthcare	programs.		Violations	of	these	laws	are	punishable	by	imprisonment,	criminal fines,	civil	monetary	penalties	and	exclusion	from	participation	in	federal	healthcare	programs.		In	addition,	we	are	subject	to	federal	and	state	false claims	 laws	 in	 the	United	States	 that	prohibit	 the	submission	of	 false	payment	claims	under	Medicare,	Medicaid	or	other	 federally	or	state	 funded programs.		Certain	marketing	practices,	such	as	off-label	promotion,	and	violations	of	federal	anti-kickback	laws	may	also	constitute	violations	of	these laws.

We	are	also	subject	to	various	federal	and	state	reporting	and	disclosure	requirements	related	to	the	healthcare	industry.		Recent	rules	issued	by	the Centers	for	Medicare	&	Medicaid	Services	("CMS")	require	us	to	collect	and	report	information	on	payments	or	transfers	of	value	to	physicians	and teaching	hospitals,	as	well	as	investment	interests	held	by	physicians	and	their	immediate	family	members.	The	reported	data	is	available	to	the	public	on the	CMS	website.	Failure	to	submit	required	information	may	result	in	civil	monetary	penalties.		In	addition,	several	states	now	require	medical	device companies	to	report	expenses	relating	to	the	marketing	and	promotion	of	device	products	and	to	report	gifts	and	payments	to	individual	physicians	in these	states.	 	Other	states	prohibit	various	other	marketing-related	activities.	 	The	 federal	government	and	still	other	states	require	 the	posting	of information	relating	to	clinical	studies	and	their	outcomes.	The	shifting	commercial	compliance	environment	and	the	need	to	build	and	maintain	robust	and expandable	systems	to	comply	with	the	different	compliance	and/or	reporting	requirements	among	a	number	of	jurisdictions	increases	the	possibility	that a	healthcare	company	may	violate	one	or	more	of	the	requirements,	resulting	in	increased	compliance	costs	that	could	adversely	impact	our	results	of operations.

# Other	Regulatory	Requirements

We	are	also	subject	to	the	United	States	Foreign	Corrupt	Practices	Act	and	similar	anti-bribery	laws	applicable	in	jurisdictions	outside	the	United State	that	generally	prohibit	companies	and	their	intermediaries	from	improperly	offering	or	paying	anything	of	value	to	non-United	States	government officials	for	the	purpose	of	obtaining	or	retaining	business.	Because	of	the	predominance	of	government-sponsored	healthcare	systems	around	the	world, most	of	our	customer	relationships	outside	of	the	United	States	are	with	governmental	entities	and	are	therefore	subject	to	such	anti-bribery	laws.	Our policies	mandate	compliance	with	these	anti-bribery	laws.	We	operate	in	many	parts	of	the	world	that	have	experienced	governmental	corruption	to	some degree,	and	in	certain	circumstances	strict	compliance	with	anti-bribery	laws	may	conflict	with	local	customs	and	practices.	In	the	sale,	delivery	and servicing	of	our	medical	devices	and	software	outside	of	the	United	States,	we	must	also	comply	with	various	export	control	and	trade	embargo	laws	and regulations,	including	those	administered	by	the	Department	of	Treasury's	Office	of	Foreign	Assets	Control	("OFAC")	and	the	Department	of	Commerce's Bureau	of	Industry	and	Security	("BIS")	which	may	require	licenses	or	other	authorizations	for	transactions	relating	to	certain	countries	and/or	with	certain individuals	identified	by	the	United	States	government.	Despite	our	global	trade	and	compliance	program,	our	internal	control	policies	and	procedures may	not	always	protect	us	from	reckless	or	criminal	acts	committed	by	our	employees,	distributors	or	other	agents.	Violations	of	these	requirements	are punishable	by	criminal	or	civil	sanctions,	including	substantial	fines	and	imprisonment.

# COMPETITION

The	medical	device	industry	is	highly	competitive.	We	compete	with	many	companies,	ranging	from	small	start-up	enterprises	to	companies	that	are larger	 and	 more	 established	 than	 us	 and	 have	 access	 to	 significantly	 greater	 financial	 resources.	 Furthermore,	 extensive	 product	 research	 and development	and	rapid	technological	advances	characterize	the	market	in	which	we	compete.	We	must	continue	to	develop	and	acquire	new	products and	technologies	for	our	businesses	to	remain	competitive.	We	believe	that	we	compete	primarily	on	the	basis	of	clinical	superiority	and	innovative features	that	enhance	patient	benefit,	product	reliability,	performance,	customer	and	sales	support,	and	cost-effectiveness.	Our	major	competitors	include C.	R.	Bard,	Inc.,	Medtronic	plc	and	Becton,	Dickinson	and	Company.

# SALES	AND	MARKETING

Our	product	sales	are	made	directly	to	hospitals,	healthcare	providers,	distributors	and	to	original	equipment	manufacturers	of	medical	devices through	our	own	sales	forces,	independent	representatives	and	independent	distributor	networks.

# BACKLOG

Most	of	our	products	are	sold	to	hospitals	or	healthcare	providers	on	orders	calling	for	delivery	within	a	few	days	or	weeks,	with	longer	order	times	for products	sold	to	medical	device	manufacturers.	Therefore,	our	backlog	of	orders	is	not	indicative	of	revenues	to	be	anticipated	in	any	future	12-month period.

# PATENTS	AND	TRADEMARKS

We	own	a	portfolio	of	patents,	patents	pending	and	trademarks.	We	also	license	various	patents	and	trademarks.	Patents	for	individual	products extend	for	varying	periods	according	to	the	date	of	patent	filing	or	grant	and	the	legal	term	of	patents	in	the	various	countries	where	patent	protection	is obtained.	Trademark	rights	may	potentially	extend	for	longer	periods	of	time	and	are	dependent	upon	national	laws	and	use	of	the	marks.	All	product names	throughout	this	document	are	trademarks	owned	by,	or	licensed	to,	us	or	our	subsidiaries.	Although	these	have	been	of	value	and	are	expected	to continue	to	be	of	value	in	the	future,	we	do	not	consider	any	single	patent	or	trademark,	except	for	the	Teleflex	and	Arrow	brands,	to	be	essential	to	the operation	of	our	business.

# SUPPLIERS	AND	MATERIALS

Materials	used	in	the	manufacture	of	our	products	are	purchased	from	a	large	number	of	suppliers	in	diverse	geographic	locations.	We	are	not dependent	on	any	single	supplier	for	a	substantial	amount	of	the	materials	used	or	components	supplied	for	our	overall	operations.	Most	of	the	materials and	components	we	use	are	available	from	multiple	sources,	and	where	practical,	we	attempt	to	identify	alternative	suppliers.	Volatility	in	commodity markets,	particularly	aluminum,	steel	and	plastic	resins,	can	have	a	significant	impact	on	the	cost	of	producing	certain	of	our	products.	We	may	not	be able	to	successfully	pass	cost	increases	through	to	all	of	our	customers,	particularly	original	equipment	manufacturers.

# RESEARCH	AND	DEVELOPMENT

We	are	engaged	in	both	internal	and	external	research	and	development.	Our	research	and	development	costs	principally	relate	to	our	efforts	to	bring innovative	new	products	to	the	markets	we	serve,	and	our	efforts	to	enhance	the	clinical	value,	ease	of	use,	safety	and	reliability	of	our	existing	product lines.	Our	research	and	development	efforts	support	our	strategic	objectives	to	provide	safe	and	effective	products	that	reduce	infections,	improve	patient and	clinician	safety,	enhance	patient	outcomes	and	enable	less	invasive	procedures.	Our	research	and	development	expenditures	were	$52.1	million, $61.0	million	and	$65.0	million	for	the	years	ended	December	31,	2015,	2014	and	2013,	respectively.

We	also	acquire	or	license	products	and	technologies	that	are	consistent	with	our	strategic	objectives	and	enhance	our	ability	to	provide	a	full	range of	product	and	service	options	to	our	customers.

# SEASONALITY

Portions	of	our	revenues	are	subject	to	seasonal	fluctuations.	Incidence	of	flu	and	other	disease	patterns	as	well	as	the	frequency	of	elective	medical procedures	affect	revenues	related	to	single-use	products.		Historically,	we	have	experienced	higher	sales	in	the	fourth	quarter	as	a	result	of	these factors.

# EMPLOYEES

We	employed	approximately	12,200	full-time	and	temporary	employees	at	 December	31,	2015.	Of	these	employees,	approximately	 2,900	were employed	in	the	United	States	and	9,300	in	countries	other	than	the	United	States.	Approximately	 4%	percent	of	our	employees	in	the	United	States	and in	other	countries	were	covered	by	union	contracts	or	collective-bargaining	arrangements.	We	believe	we	have	good	relationships	with	our	employees.

# ENVIRONMENTAL

We	are	subject	to	various	environmental	laws	and	regulations	both	within	and	outside	the	United	States.	Our	operations,	like	those	of	other	medical device	companies,	involve	the	use	of	substances	regulated	under	environmental	laws,	primarily	in	manufacturing	and	sterilization	processes.	While	we continue	to	make	capital	and	operational	expenditures	relating	to	compliance	with	existing	environmental	laws	and	regulations,	we	cannot	ensure	that	our costs	of	complying	with	current	or	future	environmental	protection,	health	and	safety	laws	and	regulations	will	not	exceed	our	estimates	or	will	not	have	a material	adverse	effect	on	our	business,	financial	condition,	results	of	operations	and	cash	flows.	Further,	we	cannot	ensure	that	we	will	not	be	subject	to additional	environmental	claims	for	personal	injury	or	cleanup	in	the	future	based	on	our	past,	present	or	future	business	activities.

# INVESTOR	INFORMATION

We	are	subject	to	the	reporting	requirements	of	the	Securities	Exchange	Act	of	1934,	as	amended	(the	"Exchange	Act").	Therefore,	we	file	reports, proxy	statements	and	other	information	with	the	Securities	and	Exchange	Commission	(SEC).	Copies	of	these	reports,	proxy	statements,	and	other information	may	be	obtained	by	visiting	the	Public	Reference	Room	of	the	SEC	at	100	F	Street,	NE,	Washington,	DC	20549	or	by	calling	the	SEC	at	1- 800-SEC-0330.	 In	 addition,	 the	 SEC	 maintains	 a	 website	 (http://www.sec.gov)	 that	 contains	 reports,	 proxy	 and	 information	 statements	 and	 other information	regarding	issuers	that	file	electronically	with	the	SEC.

You	can	access	financial	and	other	information	about	us	in	the	Investors	section	of	our	website,	which	can	be	accessed	at	www.teleflex.com.	We make	available	through	our	website,	free	of	charge,	copies	of	our	annual	report	on	Form	10-K,	quarterly	reports	on	Form	10-Q,	current	reports	on	Form	8- K	and	amendments	 to	 those	reports	 filed	with	or	 furnished	 to	 the	SEC	under	Section	13(a)	or	15(d)	of	 the	Exchange	Act	as	soon	as	reasonably practicable	after	electronically	filing	or	furnishing	such	material	to	the	SEC.	The	information	on	our	website	is	not	part	of	this	Annual	Report	on	Form	10-K. The	reference	to	our	website	address	is	intended	to	be	an	inactive	textual	reference	only.

We	are	a	Delaware	corporation	incorporated	in	1943.	Our	executive	offices	are	located	at	550	East	Swedesford	Road,	Suite	400,	Wayne,	PA	19087.

# EXECUTIVE	OFFICERS

The	names	and	ages	of	our	executive	officers	and	the	positions	and	offices	held	by	each	such	officer	are	as	follows:

Mr.	Smith	has	been	our	Chairman,	President	and	Chief	Executive	Officer	since	January	2011,	and	has	served	as	a	Director	since	April	2005.	Prior	to January	2011,	Mr.	Smith	was	the	managing	partner	of	Sales	Research	Group,	a	research	and	consulting	organization.	From	1999	to	January	2011,	he also	served	as	the	Chief	Executive	Officer	of	BFS	&	Associates	LLC,	which	specialized	in	strategic	planning	and	venture	investing.	From	2000	until	2005, Mr.	Smith	also	served	as	a	speaker	and	author	at	The	Gallup	Organization,	a	global	research-based	consultancy	firm.	Previously,	Mr.	Smith	worked	for C.R.	Bard,	Inc.,	a	company	specializing	in	medical	devices,	for	approximately	25	years,	where	he	held	various	executive	and	senior	level	positions,	most recently	as	President	and	Chief	Operating	Officer	from	1994	to	1998.

Mr.	Kelly	has	been	our	Executive	Vice	President	and	Chief	Operating	Officer	since	April	2015.	From	April	2014	to	April	2015,	Mr.	Kelly	served	as Executive	 Vice	 President	 and	 President,	Americas.	 From	 June	 2012	 to	April	 2014	 Mr.	 Kelly	 served	 as	 Executive	 Vice	 President	 and	 President, International.	He	also	has	held	several	positions	with	regard	to	our	EMEA	segment,	including	President	from	June	2011	to	June	2012,	Executive	Vice President	from	November	2009	to	June	2011,	and	Vice	President	of	Marketing	from	April	2009	to	November	2009.	Prior	to	joining	Teleflex,	Mr.	Kelly	held various	senior	level	positions	with	Hill-Rom	Holdings,	Inc.,	a	medical	device	company,	from	October	2002	to	April	2009,	serving	as	its	Vice	President	of International	Marketing	and	R&D	from	August	2006	to	February	2009.

Mr.	Powell	has	been	our	Executive	Vice	President	and	Chief	Financial	Officer	since	February	2013.	From	March	2012	to	February	2013,	Mr.	Powell was	Senior	Vice	President	and	Chief	Financial	Officer.	He	joined	Teleflex	in	August	2011	as	Senior	Vice	President,	Global	Finance.	Prior	to	joining Teleflex,	Mr.	Powell	served	as	Chief	Financial	Officer	and	Treasurer	of	Tomotherapy	Incorporated,	a	medical	device	company,	from	June	2009	until June	2011.	In	2008,	he	served	as	Chief	Financial	Officer	of	Textura	Corporation,	a	software	provider.	From	April	2001	until	January	2008,	Mr.	Powell	was employed	 by	 Midway	 Games,	 Inc.,	 a	 software	 provider,	 serving	 as	 its	 Executive	 Vice	 President,	 Chief	 Financial	 Officer	 and	 Treasurer	 from September	2001	until	January	2008.	Mr.	Powell	has	also	held	leadership	positions	with	Dade	Behring,	Inc.	(now	Siemens	Healthcare	Diagnostics), PepsiCo,	Bain	&	Company,	Tenneco	Inc.	and	Arthur	Andersen	&	Company.

Mr.	Kennedy	has	been	our	Senior	Vice	President,	Global	Operations	since	May	2013.	He	previously	held	the	position	of	Vice	President,	International Operations	from	December	2012	to	May	2013.	From	July	2007	to	December	2012,	he	held	the	position	of	Vice	President,	EMEA	Operations.	Prior	to joining	Teleflex,	Mr.	Kennedy	was	a	managing	director	for	Saint	Gobain	Performance	Plastics,	a	producer	of	engineered,	high-performance	polymer products,	from	September	2004	to	May	2007.	Mr.	Kennedy	also	has	held	leadership	positions	with	Bio-Medical	Research	Limited,	Marconi	Plc,	Fore Systems,	Inc.	and	American	Power	Conversion	Corporation.

Ms.	Boylan	has	been	our	Vice	President,	Global	RA/QA	since	August	2014.	She	joined	Teleflex	in	January	2013	as	Vice	President,	International RA/QA.	Prior	to	joining	Teleflex,	Ms.	Boylan	served	as	QA	Vice	President,	Corporate	Quality	Systems	for	Boston	Scientific	Corporation,	a	developer, manufacturer	and	marketer	of	medical	devices,	from	April	1996	to	December	2012.

Mr.	Hicks	has	been	our	Vice	President,	Global	Human	Resources	since	April	2013.	Prior	to	joining	Teleflex,	Mr.	Hicks	served	as	Executive	Vice President	of	Human	Resources	&	Organizational	Effectiveness	for	Harlan	Laboratories,	Inc.,	a	private	global	provider	of	pre-clinical	and	non-clinical research	services,	from	July	2010	to	March	2013.	From	April	1990	to	January	2010,	Mr.	Hicks	held	various	leadership	roles	with	MDS	Inc.,	a	provider	of products	and	services	for	the	development	of	drugs	and	the	diagnosis	and	treatment	of	disease,	including	Senior	Vice	President	of	Human	Resources	for MDS'	global	Pharma	Services	division	from	November	2000	to	January	2010.

Mr.	Leyden	has	been	our	Vice	President,	General	Counsel	and	Secretary	since	February	2014.	He	previously	held	the	positions	of	Acting	General Counsel	from	November	2013	to	February	2014,	Deputy	General	Counsel	from	February	2013	to	November	2013	and	Associate	General	Counsel	from December	2004	to	February	2013.	Prior	to	joining	Teleflex,	Mr.	Leyden	served	as	general	counsel	of	InfraSource	Services,	Inc.,	a	utility	infrastructure construction	company,	from	April	2004	to	December	2004.	From	February	2002	to	April	2004,	he	served	as	Associate	General	Counsel	of	Aramark Corporation,	a	provider	of	food,	facility	and	uniform	services.

Our	officers	are	elected	annually	by	our	board	of	directors.	Each	officer	serves	at	the	discretion	of	the	board.

# ITEM	1A. RISK	FACTORS

In	addition	to	the	other	information	set	forth	in	this	Annual	Report	on	Form	10-K,	you	should	carefully	consider	the	following	factors	which	could	have a	material	adverse	effect	on	our	business,	 financial	condition,	results	of	operations	or	stock	price.	The	risks	below	are	not	 the	only	risks	we	 face. Additional	risks	and	uncertainties	not	currently	known	to	us	or	that	we	currently	deem	to	be	immaterial	may	also	adversely	affect	our	business,	financial condition,	results	of	operations	or	stock	price.

# We	face	strong	competition.	Our	failure	to	successfully	develop	and	market	new	products	could	adversely	affect	our	business.

The	medical	device	industry	is	highly	competitive.	We	compete	with	many	domestic	and	foreign	medical	device	companies	ranging	from	small	start- up	enterprises	that	might	sell	only	a	single	or	limited	number	of	competitive	products	or	compete	only	in	a	specific	market	segment,	to	companies	that	are larger	and	more	established	than	us,	have	a	broad	range	of	competitive	products,	participate	in	numerous	markets	and	have	access	to	significantly greater	financial	and	marketing	resources	than	we	do.

In	addition,	the	medical	device	industry	is	characterized	by	extensive	product	research	and	development	and	rapid	technological	advances.	The future	success	of	our	business	will	depend,	in	part,	on	our	ability	to	design	and	manufacture	new	competitive	products	and	enhance	existing	products. Our	product	development	efforts	may	require	us	to	make	substantial	investments.	There	can	be	no	assurance	that	we	will	be	able	to	successfully	develop new	products,	enhance	existing	products	or	achieve	market	acceptance	of	our	products,	due	to,	among	other	things,	our	inability	to:

•identify	viable	new	products;

•obtain	adequate	intellectual	property	protection;

•gain	market	acceptance	of	new	products;	or

•successfully	obtain	regulatory	approvals.

In	addition,	our	competitors	currently	may	be	developing,	or	may	develop	in	the	future,	products	that	provide	better	features,	clinical	outcomes	or economic	value	than	those	that	we	currently	offer	or	subsequently	develop.	Our	failure	to	successfully	develop	and	market	new	products	or	enhance existing	products	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	results	of	operations.

# Our	customers	depend	on	third	party	coverage	and	reimbursements	and	the	failure	of	healthcare	programs	to	provide	coverage	and reimbursement,	or	the	reduction	in	reimbursement	levels,	for	our	medical	products	could	adversely	affect	us.

The	ability	of	our	customers	to	obtain	coverage	and	reimbursement	for	our	products	is	important	to	our	business.	Demand	for	many	of	our	existing and	new	medical	products	is,	and	will	continue	to	be,	affected	by	the	extent	to	which	government	healthcare	programs	and	private	health	insurers reimburse	our	customers	for	patients'	medical	expenses	in	the	countries	where	we	do	business.	Even	when	we	develop	or	acquire	a	promising	new product,	 demand	 for	 the	 product	 may	 be	 limited	 unless	 reimbursement	 approval	 is	 obtained	 from	 private	 and	 governmental	 third	 party	 payors. Internationally,	healthcare	reimbursement	systems	vary	significantly.	In	some	countries,	medical	centers	are	constrained	by	fixed	budgets,	regardless	of the	extent	of	their	patient	treatment.	Other	countries	require	application	for,	and	approval	of,	government	or	third	party	reimbursement.	Without	both favorable	coverage	determinations	by,	and	the	financial	support	of,	government	and	third	party	insurers,	the	market	for	many	of	our	medical	products would	be	adversely	affected.	We	cannot	be	sure	that	third	party	payors	will	maintain	the	current	level	of	coverage	and	reimbursement	to	our	customers	for use	of	our	existing	products.	Adverse	coverage	determinations	or	any	reduction	in	the	amount	of	reimbursement	could	harm	our	business	by	reducing customers'	selection	of	our	products	and	the	prices	they	are	willing	to	pay.

In	addition,	as	a	result	of	their	purchasing	power,	third	party	payors	are	implementing	cost	cutting	measures	such	as	seeking	discounts,	price reductions	or	other	incentives	from	medical	products	suppliers	and	imposing	limitations	on	coverage	and	reimbursement	for	medical	technologies	and procedures.	These	trends	could	compel	us	to	reduce	prices	for	our	products	and	could	cause	a	decrease	in	the	size	of	the	market	or	a	potential	increase in	competition	that	could	negatively	affect	our	business,	financial	condition	and	results	of	operations.

# We	may	not	be	successful	in	achieving	expected	operating	efficiencies	and	sustaining	or	improving	operating	expense	reductions,	and may	experience	business	disruptions	associated	with	restructuring,	facility	consolidations,	realignment,	cost	reduction	and	other	strategic initiatives.

Over	 the	 past	 several	 years	 we	 have	 implemented	 a	 number	 of	 restructuring,	 realignment	 and	 cost	 reduction	 initiatives,	 including	 facility consolidations,	organizational	realignments	and	reductions	in	our	workforce.	While	we	have	realized	some	efficiencies	from	these	actions,	we	may	not realize	the	benefits	of	these	initiatives	to	the	extent	we	anticipated.	Further,	such	benefits	may	be	realized	later	than	expected,	and	the	ongoing	difficulties in	implementing	these	measures	may	be	greater	than	anticipated,	which	could	cause	us	to	incur	additional	costs	or	result	in	business	disruptions.	In addition,	if	these	measures	are	not	successful	or	sustainable,	we	may	be	compelled	to	undertake	additional	realignment	and	cost	reduction	efforts,	which could	result	in	significant	additional	charges.	Moreover,	if	our	restructuring	and	realignment	efforts	prove	ineffective,	our	ability	to	achieve	our	other strategic	and	business	plan	goals	may	be	adversely	affected.

In	addition,	as	part	of	our	efforts	to	increase	operating	efficiencies,	we	have	implemented	a	number	of	initiatives	over	the	past	several	years	to consolidate	our	enterprise	resource	planning,	or	ERP,	systems.	For	example,	between	2012	and	2013,	we	migrated	our	Arrow	business	from	a	separate ERP	system	to	our	principal	ERP	system.	To	date,	we	have	not	experienced	any	significant	disruptions	to	our	business	or	operations	in	connection	with these	initiatives.	However,	as	we	continue	our	efforts	to	further	consolidate	our	ERP	systems,	we	could	experience	business	disruptions,	which	could adversely	affect	customer	relationships	and	divert	the	attention	of	management	away	from	daily	operations.	In	addition,	any	delays	in	the	implementation of	these	initiatives	could	cause	us	to	incur	additional	unexpected	costs.	Should	we	experience	such	difficulties,	our	business,	cash	flows	and	results	of operations	could	be	adversely	affected.

# We	are	subject	to	extensive	government	regulation,	which	may	require	us	to	incur	significant	expenses	to	ensure	compliance.	Our	failure to	comply	with	those	regulations	could	have	a	material	adverse	effect	on	our	business,	results	of	operations,	financial	condition	and	cash flows.

Our	 products	 are	 classified	 as	 medical	 devices	 and	 are	 subject	 to	 extensive	 regulation	 in	 the	 United	 States	 by	 the	 FDA	 and	 by	 comparable government	 agencies	 in	 other	 countries.	The	 regulations	 govern,	 among	 other	 things,	 the	 development,	 design,	 approval,	 manufacturing,	 labeling, importing	and	exporting	and	sale	and	marketing	of	many	of	our	products.	Moreover,	these	regulations	are	subject	to	future	change.

In	the	United	States,	before	we	can	market	a	new	medical	device,	or	a	new	use	of,	or	claim	for,	or	significant	modification	to,	an	existing	product,	we generally	must	first	receive	either	510(k)	or	de	novo	clearance	or	approval	of	a	premarket	approval	application,	or	PMA,	from	the	FDA.	Similarly,	most major	markets	for	medical	devices	outside	the	United	States	also	require	clearance,	approval	or	compliance	with	certain	standards	before	a	product	can be	commercially	marketed.	The	process	of	obtaining	regulatory	clearances	and	approvals	to	market	a	medical	device,	particularly	from	the	FDA	and certain	foreign	governmental	authorities,	can	be	costly	and	time	consuming,	and	clearances	and	approvals	might	not	be	granted	for	new	products	on	a timely	basis,	if	at	all.	In	addition,	once	a	device	has	been	cleared	or	approved,	a	new	clearance	or	approval	may	be	required	before	the	device	may	be modified	or	its	labeling	changed.	Furthermore,	the	FDA	or	a	foreign	governmental	authority	may	make	its	review	and	clearance	or	approval	process	more rigorous,	which	could	require	us	to	generate	additional	clinical	or	other	data,	and	expend	more	time	and	effort,	in	obtaining	future	product	clearances	or approvals.	The	 regulatory	 clearance	 and	 approval	 process	 may	 result	 in,	 among	 other	 things,	 delayed	 realization	 of	 product	 revenues,	 substantial additional	costs	or	limitations	on	indicated	uses	of	products,	any	one	of	which	could	have	a	material	adverse	effect	on	our	financial	condition	and	results of	operations.	Even	after	a	product	has	received	marketing	approval	or	clearance,	such	product	approval	or	clearance	can	be	withdrawn	or	limited	due	to unforeseen	problems	with	the	device	or	issues	relating	to	its	application.

Failure	to	comply	with	applicable	regulations	could	lead	to	adverse	effects	on	our	business,	which	could	include:

•partial	suspension	or	total	shutdown	of	manufacturing;

•product	shortages;

•delays	in	product	manufacturing;

•warning	or	untitled	letters;

•fines	or	civil	penalties;

•delays	in	obtaining	new	regulatory	clearances	or	approvals;

•withdrawal	or	suspension	of	required	clearances,	approvals	or	licenses;

•product	seizures	or	recalls;

•injunctions;

•criminal	prosecution;

•advisories	or	other	field	actions;

# •operating	restrictions;	and

•prohibitions	against	exporting	of	products	to,	or	importing	products	from,	countries	outside	the	United	States.

We	could	be	required	to	expend	significant	financial	and	human	resources	to	remediate	failures	to	comply	with	applicable	regulations	and	quality assurance	guidelines.	In	addition,	civil	and	criminal	penalties,	including	exclusion	under	Medicaid	or	Medicare,	could	result	from	regulatory	violations.	Any one	or	more	of	these	events	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	results	of	operations.

Medical	 devices	 are	 cleared	 or	 approved	 for	 one	 or	 more	 specific	 intended	 uses	 and	 performance	 claims	 must	 be	 adequately	 substantiated. Promoting	a	device	for	an	off-label	use	or	making	misleading	or	unsubstantiated	claims	could	result	in	government	enforcement	action.

Furthermore,	our	facilities	are	subject	to	periodic	inspection	by	the	FDA	and	other	federal,	state	and	foreign	government	authorities,	which	require manufacturers	of	medical	devices	to	adhere	to	certain	regulations,	including	the	FDA's	Quality	System	Regulation,	which	requires	periodic	audits,	design controls,	quality	control	testing	and	documentation	procedures,	as	well	as	complaint	evaluations	and	investigation.	In	addition,	any	facilities	assembling convenience	kits	that	include	drug	components	and	are	registered	as	drug	repackaging	establishments	are	also	subject	to	current	good	manufacturing practices	requirements	for	drugs.	The	FDA	also	requires	the	reporting	of	certain	adverse	events	and	product	malfunctions	and	may	require	the	reporting of	recalls	or	other	field	safety	corrective	actions.	Issues	identified	through	such	inspections	and	reports	may	result	in	FDA	enforcement	action	through	any of	the	actions	discussed	above.	Moreover,	issues	identified	through	such	inspections	and	reports	may	require	significant	resources	to	resolve.

# We	are	subject	to	healthcare	fraud	and	abuse	laws,	regulation	and	enforcement;	our	failure	to	comply	with	those	laws	could	have	a material	adverse	effect	on	our	results	of	operations	and	financial	condition.

We	are	subject	to	healthcare	fraud	and	abuse	regulation	and	enforcement	by	the	federal	government	and	the	governments	of	those	states	and foreign	countries	in	which	we	conduct	our	business.	The	laws	that	may	affect	our	ability	to	operate	include:

•the	 federal	 healthcare	 anti-kickback	 statute,	 which,	 among	 other	 things,	 prohibits	 persons	 from	 knowingly	 and	 willfully	 offering	 or	 paying remuneration	to	induce	either	the	referral	of	an	individual	for,	or	the	purchase,	order	or	recommendation	of,	any	good	or	service	for	which	payment may	be	made	under	federal	healthcare	programs	such	as	Medicare	and	Medicaid,	or	soliciting	payment	for	such	referrals,	purchases,	orders	and recommendations;

•federal	false	claims	laws	which,	among	other	things,	prohibit	individuals	or	entities	from	knowingly	presenting,	or	causing	to	be	presented,	false	or fraudulent	claims	for	payment	from	the	federal	government,	including	Medicare,	Medicaid	or	other	third-party	payors;

•the	 federal	 Health	 Insurance	 Portability	 and	Accountability	Act	 of	 1996	 ("HIPAA"),	 which	 prohibits	 schemes to	 defraud	 any	 healthcare	 benefit program	and	false	statements	relating	to	healthcare	matters;	and

•state	 law	 equivalents	 of	 each	 of	 the	 above	 federal	 laws,	 such	 as	 anti-kickback	 and false	 claims laws	 which	 may	 apply to items	 or	 services reimbursed	by	any	third-party	payor,	including	commercial	insurers.

If	our	operations	are	found	to	be	in	violation	of	any	of	these	laws	or	any	other	government	regulations,	we	may	be	subject	to	penalties,	including	civil and	criminal	penalties,	damages,	fines,	the	curtailment	or	restructuring	of	our	operations,	the	exclusion	from	participation	in	federal	and	state	healthcare programs	and	imprisonment	of	personnel,	any	of	which	could	adversely	affect	our	ability	to	operate	our	business	and	our	financial	results.	The	risk	of	our being	found	to	have	violated	these	laws	is	increased	by	the	fact	that	many	of	them	have	not	been	fully	interpreted	by	the	regulatory	authorities	or	the courts,	and	their	provisions	are	open	to	a	variety	of	interpretations.

Further,	 the	 Patient	 Protection	 and	Affordable	 Care	Act,	 as	 amended	 by	 the	 Health	 Care	 and	 Education	 Reconciliation	Act	 (collectively,	 the "Affordable	Care	Act"),	imposed	annual	reporting	and	disclosure	requirements	on	device	manufacturers	for	any	"transfer	of	value"	made	or	distributed	to physicians	or	teaching	hospitals.	Our	first	report	was	submitted	in	2014,	and	the	reported	information	was	made	publicly	available	in	a	searchable	format in	September	2014.	In	addition,	device	manufacturers	are	required	to	report	and	disclose	any	investment	interests	held	by	physicians	and	their	immediate family	members	during	the	preceding	calendar	year.	Failure	to	submit	required	information	may	result	in	civil	monetary	penalties	for	each	payment, transfer	of	value	or	ownership	or	investment	interests	not	reported	in	an	annual	submission,	up	to	an	aggregate	of	$150,000	per	year	(and	up	to	an aggregate	of	$1	million	per	year	for	"knowing	failures").

In	addition,	there	has	been	a	recent	trend	of	increased	federal	and	state	regulation	of	payments	made	to	healthcare	providers.	Some	states,	such	as California,	Connecticut,	Nevada	and	Massachusetts,	mandate	implementation	of	compliance	programs	that	include	the	tracking	and	reporting	of	gifts, compensation	for	consulting	and	other	services,	and	other	remuneration	to	healthcare	providers.	The	shifting	commercial	compliance	environment	and the	need	to	build	and	maintain	robust	and	expandable	systems	to	comply	with	the	different	compliance	and/or	reporting	requirements	among	a	number	of jurisdictions	increases	the	possibility	that	we	may	inadvertently	violate	one	or	more	of	the	requirements,	resulting	in	increased	compliance	costs	that	could adversely	impact	our	results	of	operations.

# We	may	incur	material	losses	and	costs	as	a	result	of	product	liability	and	warranty	claims,	as	well	as	product	recalls,	any	of	which	may adversely	affect	our	results	of	operations	and	financial	condition.	Furthermore,	as	a	medical	device	company,	our	reputation	may	be	damaged if	one	or	more	of	our	products	are,	or	are	alleged	to	be,	defective.

Our	businesses	expose	us	to	potential	product	liability	risks	that	are	inherent	in	the	design,	manufacture	and	marketing	of	our	products.	In	particular, our	medical	device	products	are	often	used	in	surgical	and	intensive	care	settings	with	seriously	ill	patients.	In	addition,	many	of	our	products	are	designed to	be	implanted	in	the	human	body	for	varying	periods	of	time.	Product	defects	or	inadequate	disclosure	of	product-related	risks	with	respect	to	products we	manufacture	or	sell	could	result	in	patient	injury	or	death.	In	addition,	in	connection	with	the	divestitures	of	our	former	non-medical	businesses,	we agreed	to	retain	certain	liabilities	related	to	those	businesses,	which	include,	among	other	things,	liability	for	products	manufactured	prior	to	the	date	on which	we	completed	the	sale	of	the	business.	Product	liability	and	warranty	claims	often	involve	very	large	or	indeterminate	amounts,	including	punitive damages.	The	magnitude	of	potential	losses	from	product	liability	lawsuits	may	remain	unknown	for	substantial	periods	of	time,	and	the	related	legal defense	costs	may	be	significant.	We	could	experience	material	warranty	or	product	liability	losses	in	the	future	and	incur	significant	costs	to	defend	these claims.

In	addition,	if	any	of	our	products	are,	or	are	alleged	to	be,	defective,	we	may	voluntarily	participate,	or	be	required	by	regulatory	authorities	to participate,	in	a	recall	of	that	product.	In	the	event	of	a	recall,	we	may	lose	sales	and	be	exposed	to	individual	or	class-action	litigation	claims.	Moreover, negative	publicity	regarding	a	quality	or	safety	issue,	whether	accurate	or	inaccurate,	could	harm	our	reputation,	decrease	demand	for	our	products,	lead to	product	withdrawals	or	impair	our	ability	to	successfully	launch	and	market	our	products	in	the	future.	Product	liability,	warranty	and	recall	costs	may have	a	material	adverse	effect	on	our	business,	financial	condition,	results	of	operations	and	cash	flows.

# The	ongoing	volatility	in	the	domestic	and	global	financial	markets, 	combined	with	a	continuation	of	constrained	global	credit	markets could	adversely	impact	our	results	of	operations,	financial	condition	and	liquidity.

We	are	subject	to	risks	arising	from	adverse	changes	in	general	domestic	and	global	economic	conditions.	The	economic	slowdown	and	disruption	of credit	markets	that	occurred	in	recent	years	led	to	recessionary	conditions	and	depressed	levels	of	consumer	and	commercial	spending,	resulting	in reductions,	delays	or	cancellations	of	purchases	of	our	products	and	services	and	continues	 to	cause	disruption	 in	 the	 financial	markets,	 including diminished	liquidity	and	credit	availability.	We	cannot	predict	the	duration	or	extent	of	any	economic	recovery	or	the	extent	to	which	our	customers	will return	to	more	typical	spending	behaviors.	The	continuation	of	the	present	broad	economic	trends	of	weak	economic	growth,	constricted	credit,	public sector	austerity	measures	in	response	to	public	budget	deficits	and	foreign	currency	volatility,	particularly	the	euro,	could	have	a	material	adverse	effect on	our	results	of	operations,	financial	condition	and	liquidity.

Additionally,	our	customers,	particularly	in	the	European	region,	have	extended	or	delayed	payments	for	products	and	services	already	provided, which	has	increased	our	focus	on	collectability	with	respect	to	our	accounts	receivable

from	these	customers.	To	date,	we	have	not	experienced	an	inordinate	amount	of	payment	defaults	by	our	customers,	and	we	have	sufficient	lending commitments	in	place	to	enable	us	to	fund	our	foreseeable	additional	operating	needs.	However,	the	ongoing	uncertainty	in	the	European	financial markets,	combined	with	a	continuation	of	constrained	European	credit	markets	creates	a	risk	that	some	of	our	European	customers	and	suppliers	may	be unable	to	access	liquidity.	As	of	December	31,	2015	and	2014,	our	net	current	and	long	term	accounts	receivable	in	Italy,	Spain,	Portugal	and	Greece were	$62.3	million	and	$76.2	million,	respectively.	In	2015,	2014	and	2013,	net	revenues	from	these	countries	were	approximately	 7%,	8%	and	8%	of total	 net	 revenues,	 respectively,	 and	 average	 days	 that	 accounts	 receivable	 from	 these	 countries	 were	 outstanding	 were	204,	 223	 and	260	 days, respectively.	Although	we	maintain	allowances	for	doubtful	accounts	to	cover	the	estimated	losses	which	may	occur	when	customers	cannot	make	their required	payments,	we	cannot	be	assured	that	we	will	continue	to	experience	the	same	loss	rate	in	the	future	given	the	volatility	in	the	worldwide economy.	If	our	allowance	for	doubtful	accounts	is	insufficient	to	address	receivables	we	ultimately	determine	are	uncollectible,	we	would	be	required	to incur	additional	charges,	which	could	materially	adversely	affect	our	results	of	operations.	Moreover,	our	inability	to	collect	outstanding	receivables	could adversely	affect	our	financial	condition	and	cash	flow	from	operations.

In	addition,	adverse	economic	and	 financial	market	conditions	may	result	 in	 future	 impairment	charges	with	respect	 to	our	goodwill	and	other intangible	assets,	which	would	not	directly	affect	our	liquidity	but	could	have	a	material	adverse	effect	on	our	reported	financial	results.

# Our	strategic	initiatives,	including	acquisitions,	may	not	produce	the	intended	growth	in	revenue	and	operating	income.

Our	strategic	initiatives	include	making	significant	investments	designed	to	achieve	revenue	growth	and	margin	improvement	targets.	If	we	do	not achieve	 the	 expected	 benefits	 from	 these	 investments	 or	 otherwise	 fail	 to	 execute	 on	 our	 strategic	 initiatives,	 we	 may	 not	 achieve	 the	 growth improvement	we	are	targeting	and	our	results	of	operations	may	be	adversely	affected.

In	addition,	as	part	of	our	strategy	for	growth,	we	have	made,	and	may	continue	to	make,	acquisitions	and	divestitures	and	enter	into	strategic alliances	such	as	joint	ventures	and	joint	development	agreements.	However,	we	may	not	be	able	to	identify	suitable	acquisition	candidates,	complete acquisitions	 or	 integrate	 acquisitions	 successfully,	 and	 our	 strategic	 alliances	 may	 not	 prove	 to	 be	 successful.	 In	 this	 regard,	 acquisitions	 involve numerous	risks,	including	difficulties	in	the	integration	of	acquired	operations,	technologies,	services	and	products	and	the	diversion	of	management's attention	from	other	business	concerns.	Even	if	we	are	successful	in	making	an	acquisition,	the	products	and	technologies	that	we	acquire	may	not	be successful	or	may	require	significantly	greater	resources	and	investments	than	we	originally	anticipated.	We	could	also	experience	negative	effects	on our	results	of	operations	and	financial	condition	from	acquisition-related	charges,	amortization	of	intangible	assets	and	asset	impairment	charges,	and other	issues	that	could	arise	in	connection	with	the	acquisition	of	a	company	or	business,	including	issues	related	to	internal	control	over	financial reporting,	regulatory	compliance	and	short-term	effects	of	increased	costs	on	results	of	operations.		Although	our	management	will	endeavor	to	evaluate the	risks	inherent	in	any	particular	transaction,	there	can	be	no	assurance	that	we	will	identify	all	such	risks	or	the	magnitude	of	the	risks.	In	addition,	prior acquisitions	have	resulted,	and	future	acquisitions	could	result,	in	the	incurrence	of	substantial	additional	indebtedness	and	other	expenses.	Future acquisitions	may	also	result	in	potentially	dilutive	issuances	of	equity	securities.	There	can	be	no	assurance	that	difficulties	encountered	with	acquisitions will	not	have	a	material	adverse	effect	on	our	business,	financial	condition	and	results	of	operations.

# Health	care	reform	may	have	a	material	adverse	effect	on	our	industry	and	our	business.

Political,	 economic	 and	 regulatory	 developments	 have	 effected	 fundamental	 changes	 in	 the	 healthcare	 industry.	 The	 Affordable	 Care	 Act substantially	changed	the	way	health	care	is	financed	by	both	government	and	private	insurers.	It	also	encourages	improvements	in	the	quality	of	health care	products	and	services	and	significantly	impacts	the	United	States	pharmaceutical	and	medical	device	industries.	Among	other	things,	the	Affordable Care	Act:

•established	a	2.3%	excise	tax	on	sales	of	medical	devices	with	respect	to	any	entity	that	manufactures	or	imports	specified	medical	devices	offered for	 sale	 in	 the	 United	 States,	 although	 this	 tax	 has	 been	 suspended	 for	 2016	 and	 2017	 as	 a	 result	 of	 the	 enactment	 of	 the	 Consolidated Appropriations	Act	of	2016;

•established	a	new	Patient-Centered	Outcomes	Research	Institute	to	oversee,	identify	priorities	in	and	conduct	comparative	clinical	effectiveness research;

•implemented	payment	system	reforms,	including	a	national	pilot	program	to	encourage	hospitals,	physicians	and	other	providers	to	improve	the coordination,	quality	and	efficiency	of	certain	health	care	services	through	bundled	payment	models;	and

•created	an	independent	payment	advisory	board	that	will	submit	recommendations	to	reduce	Medicare	spending	if	projected	Medicare	spending exceeds	a	specified	growth	rate.

In	2015,	2014	and	2013,	we	recorded	expenses	of	 $10.2	million,	$12.7	million	and	$11.5	million,	respectively,	with	respect	to	the	medical	device excise	tax.	While	the	excise	tax	has	been	suspended	in	2016	and	2017,	unless	the	suspension	is	extended,	we	will	again	be	subject	to	the	excise	tax	in 2018.	We	cannot	predict	at	this	time	the	full	impact	of	the	Affordable	Care	Act	or	other	healthcare	reform	measures	that	may	be	adopted	in	the	future	on our	financial	condition,	results	of	operations	and	cash	flows.

# We	are	subject	to	risks	associated	with	our	non-United	States	operations.

We	have	significant	manufacturing	and	distribution	facilities,	research	and	development	facilities,	sales	personnel	and	customer	support	operations	in a	number	of	countries	outside	the	United	States,	including	Canada,	Belgium,	the	Czech	Republic,	France,	Germany,	Ireland,	Malaysia,	Mexico,	and Singapore.	As	of	December	31,	2015,	76%	of	our	full-time	and	temporary	employees	were	employed	in	countries	outside	of	the	United	States.	As	of December	31,	2015,	2014	and	2013,	approximately	43%,	45%	and	37%,	respectively,	of	our	net	property,	plant	and	equipment	was	located	outside	the United	States.	In	addition,	for	the	years	ended	December	31,	2015,	2014	and	2013	approximately	47%,	50%	and	50%,	respectively,	of	our	net	revenues (based	on	the	Teleflex	facility	generating	the	sale)	were	derived	from	operations	outside	the	United	States.

Our	international	operations	are	subject	to	risks	inherent	in	doing	business	outside	the	United	States,	including:

•exchange	controls,	currency	restrictions	and	fluctuations	in	currency	values;

•trade	protection	measures;

•potentially	costly	and	burdensome	import	or	export	requirements;

•laws	and	business	practices	that	favor	local	companies;

•changes	in	foreign	medical	reimbursement	policies	and	procedures;

•subsidies	or	increased	access	to	capital	for	firms	that	currently	are	or	may	emerge	as	competitors	in	countries	in	which	we	have	operations;

•substantial	foreign	tax	liabilities,	including	potentially	negative	consequences	from	changes	in	tax	laws;

•restrictions	and	taxes	related	to	the	repatriation	of	foreign	earnings;

•differing	labor	regulations;

•additional	United	States	and	foreign	government	controls	or	regulations;

•difficulties	in	the	protection	of	intellectual	property;	and

•unsettled	political	and	economic	conditions	and	possible	terrorist	attacks	against	American	interests.

In	addition,	the	United	States	Foreign	Corrupt	Practices	Act	(the	"FCPA")	and	similar	worldwide	anti-bribery	laws	in	non-United	States	jurisdictions generally	prohibit	companies	and	their	intermediaries	from	making	improper	payments	to	non-United	States	officials	for	the	purpose	of	obtaining	or retaining	business.	The	FCPA	also	imposes	accounting	standards	and	requirements	on	publicly	traded	United	States	corporations	and	their	foreign affiliates,	which,	among	other	things,	are	intended	to	prevent	the	diversion	of	corporate	funds	to	the	payment	of	bribes	and	other	improper	payments,	and to	 prevent	 the	 establishment	 of	 "off	 the	 books"	 slush	 funds	 from	 which	 such	 improper	 payments	 can	 be	 made.	 Because	 of	 the	 predominance	 of government-sponsored	health	care	systems	around	the	world,	many	of	our	customer	relationships	outside	of	the	United	States	are	with	government entities	and	are	therefore	subject	to	such	anti-bribery	laws.	Our	policies	mandate	compliance	with	these	anti-bribery	laws.	However,	we	operate	in	many parts	of	the	world	that	have	experienced	government	corruption	to	some	degree.		Despite	meaningful	measures	that	we	undertake	to	facilitate	lawful conduct,	which	include	training	and	compliance	programs	and	internal	control	policies	and	procedures,	we	may	not	always	prevent	reckless	or	criminal acts	by	our	employees,	distributors	or	other	agents.	In	addition,	we	may	be	exposed	to	liability	due	to	pre-acquisition	conduct	of	employees,	distributors	or other	agents	of	businesses	or	operations	we	may	acquire.	Violations	of	anti-bribery	laws,	or	allegations	of	such	violations,	could

disrupt	our	operations,	involve	significant	management	distraction	and	have	a	material	adverse	effect	on	our	business,	financial	condition,	results	of operations	 and	 cash	 flows.	 We	 also	 could	 be	 subject	 to	 severe	 penalties,	 including	 criminal	 and	 civil	 penalties,	 disgorgement,	 further	 changes	 or enhancements	to	our	procedures,	policies	and	controls,	personnel	changes	and	other	remedial	actions.

Furthermore,	 we	 are	 subject	 to	 the	 export	 controls	 and	 economic	 embargo	 rules	 and	 regulations	 of	 the	 United	 States,	 including	 the	 Export Administration	Regulations	and	trade	sanctions	against	embargoed	countries,	which	are	administered	by	the	Office	of	Foreign	Assets	Control	within	the Department	of	the	Treasury,	as	well	as	other	laws	and	regulations	administered	by	the	Department	of	Commerce.	These	regulations	limit	our	ability	to market,	sell,	distribute	or	otherwise	transfer	our	products	or	technology	to	prohibited	countries	or	persons.	While	we	train	our	employees	and	contractually obligate	our	distributors	to	comply	with	these	regulations,	we	cannot	assure	that	a	violation	will	not	occur,	whether	knowingly	or	inadvertently.	Failure	to comply	 with	 these	 rules	 and	 regulations	 may	 result	 in	 substantial	 civil	 and	 criminal	 penalties,	 including	 fines	 and	 the	 disgorgement	 of	 profits,	 the imposition	of	a	court-appointed	monitor,	the	denial	of	export	privileges	and	debarment	from	participation	in	United	States	government	contracts.

The	 risks	 relating	 to	 our	 foreign	 operations	 may	 have	 a	 material	 adverse	 effect	 on	 our international	 operations	 or	 on	 our	 business,	 results	 of operations,	financial	condition	and	cash	flows.

# Foreign	currency	exchange	rate,	commodity	price	and	interest	rate	fluctuations	may	adversely	affect	our	results.

We	are	exposed	to	a	variety	of	market	risks,	including	the	effects	of	changes	in	foreign	currency	exchange	rates,	commodity	prices	and	interest	rates. Products	manufactured	in,	and	sold	into,	foreign	markets	represent	a	significant	portion	of	our	operations.	Our	consolidated	financial	statements	reflect translation	of	financial	statements	denominated	in	non-United	States	currencies	to	United	States	dollars,	our	reporting	currency,	as	well	as	the	foreign currency	exchange	gains	and	losses	resulting	from	the	remeasurement	of	assets	and	liabilities	as	well	as	transactions	denominated	in	currencies	other than	the	primary	currency	of	the	country	in	which	the	entity	operates,	which	we	refer	to	as	"non-functional	currencies."	When	the	United	States	dollar strengthens	or	weakens	in	relation	to	the	foreign	currencies	of	the	countries	in	which	we	sell	or	manufacture	our	products,	such	as	the	euro,	our	United States	dollar-reported	revenue	and	income	will	fluctuate.	Although	we	have	entered	into	forward	contracts	with	several	major	financial	institutions	to hedge	a	portion	of	our	monetary	assets	and	liabilities	and	projected	cash	flows	denominated	in	non-functional	currencies	in	order	to	reduce	the	effects	of currency	rate	fluctuations,	changes	in	the	relative	values	of	currencies	may,	in	some	instances,	have	a	significant	effect	on	our	results	of	operations.

Many	of	our	products	have	significant	plastic	resin	content.	We	also	use	quantities	of	other	commodities,	such	as	aluminum	and	steel.	Increases	in the	prices	of	these	commodities	could	increase	the	costs	of	our	products	and	services.	We	may	not	be	able	to	pass	on	these	costs	to	our	customers, particularly	with	respect	to	those	products	we	sell	under	group	purchase	agreements,	which	could	have	a	material	adverse	effect	on	our	results	of operations	and	cash	flows.

Increases	in	interest	rates	may	adversely	affect	the	financial	health	of	our	customers	and	suppliers	and	thus	adversely	affect	their	ability	to	buy	our products	and	supply	the	components	or	raw	materials	we	need.	In	addition,	our	borrowing	costs	could	be	adversely	affected	if	interest	rates	increase.	Any of	these	events	could	have	a	material	adverse	effect	on	our	financial	condition,	results	of	operations	and	cash	flows.

# Fluctuations	in	our	effective	tax	rate	and	changes	to	tax	laws	may	adversely	affect	us.

As	a	global	company,	we	are	subject	to	taxation	in	numerous	countries,	states	and	other	jurisdictions.	Our	effective	tax	rate	is	derived	from	a combination	of	applicable	tax	rates	in	the	various	countries,	states	and	other	jurisdictions	in	which	we	operate.	In	preparing	our	financial	statements,	we estimate	the	amount	of	tax	that	will	become	payable	in	each	of	these	jurisdictions.	Our	effective	tax	rate	may,	however,	differ	from	the	estimated	amount due	to	numerous	factors,	including	a	change	in	the	mix	of	our	profitability	from	country	to	country	and	changes	in	tax	laws.	Any	of	these	factors	could cause	us	to	experience	an	effective	tax	rate	significantly	different	from	previous	periods	or	our	current	expectations,	which	could	have	an	adverse	effect on	our	business,	financial	condition	and	results	of	operations	and	cash	flows.

# An	interruption	in	our	manufacturing	or	distribution	operations	or	our	supply	of	raw	materials	may	adversely	affect	our	business.

Many	of	our	key	products	are	manufactured	at	or	distributed	from	single	locations,	and	the	availability	of	alternate	facilities	is	limited.	If	operations	at one	or	more	of	our	facilities	is	suspended	due	to	natural	disasters	or	other	events,	we	may	not	be	able	to	timely	manufacture	or	distribute	one	or	more	of our	products	at	previous	levels	or	at	all.	Furthermore,	our	ability	to	establish	replacement	facilities	or	to	substitute	suppliers	may	be	delayed	due	to regulations	and	requirements	of	the	FDA	and	other	regulatory	authorities	regarding	the	manufacture	of	our	products.	In	addition,	in	the	event	of	delays	or cancellations	in	shipments	of	raw	materials	by	our	suppliers,	we	may	not	be	able	to	timely	manufacture	or	supply	the	affected	products	at	previous	levels or	at	all.	The	manufacture	of	our	products	is	highly	exacting	and	complex,	due	in	part	to	strict	regulatory	requirements.	Problems	in	the	manufacturing process,	including	equipment	malfunction,	failure	to	follow	specific	protocols	and	procedures,	defective	raw	materials	and	environmental	factors,	could lead	 to	 launch	 delays,	 product	 shortages,	 unanticipated	 costs,	 lost	 revenues	 and	 damage	 to	 our	 reputation.	 A	 failure	 to	 identify	 and	 address manufacturing	problems	prior	to	the	release	of	products	to	our	customers	may	also	result	in	quality	or	safety	issues.		A	reduction	or	interruption	in manufacturing	or	distribution,	or	our	inability	to	secure	suitable	alternative	sources	of	raw	materials	or	components,	could	have	a	material	adverse	effect on	our	business,	results	of	operations,	financial	condition	and	cash	flows.

# Our	ability	to	attract,	train,	develop	and	retain	key	employees	is	important	to	our	success.

Our	success	depends,	in	part,	on	our	ability	to	continue	to	retain	our	key	personnel,	including	our	executive	officers	and	other	members	of	our	senior management	team.	Our	success	also	depends,	in	part,	on	our	ability	to	attract,	train,	develop	and	retain	other	key	employees,	including	research	and development,	sales,	marketing	and	operations	personnel.	We	may	experience	difficulties	in	retaining	executives	and	other	employees	due	to	many factors,	including:

•the	intense	competition	for	skilled	personnel	in	our	industry;

•fluctuations	in	global	economic	and	industry	conditions;

•changes	in	our	organizational	structure;

•our	restructuring	initiatives;

•competitors'	hiring	practices;	and

•the	effectiveness	of	our	compensation	programs.

Our	 inability	 to	attract, train,	develop	and	retain	such	personnel	could	have	an	adverse	effect	on	our	business,	results	of	operations, financial condition	and	cash	flows.

# We	depend	upon	relationships	with	physicians	and	other	health	care	professionals.

Research	 and	 development	 for	 some	 of	 our	 products	 is	 dependent	 on	 our	 maintaining	 strong	 working	 relationships	 with	 physicians	 and	 other healthcare	professionals.	We	rely	on	these	professionals	to	provide	us	with	considerable	knowledge	and	experience	regarding	the	development	and	use of	our	products.	Physicians	assist	us	as	researchers,	product	consultants,	inventors	and	public	speakers.	If	we	fail	to	maintain	our	working	relationships with	physicians	and,	as	a	result,	no	longer	have	the	benefit	of	their	knowledge	and	advice,	our	products	may	not	be	developed	in	a	manner	that	is responsive	to	the	needs	and	expectations	of	the	professionals	who	use	and	support	our	products,	which	could	have	a	material	adverse	effect	on	our business,	financial	condition,	results	of	operations	and	cash	flows.

# Our	technology is important	to	our	success,	and	our	failure	to	protect	our intellectual	property	rights	could	put	us	at	a	competitive disadvantage.

We	rely	on	the	patent,	trademark,	copyright	and	trade	secret	laws	of	the	United	States	and	other	countries	to	protect	our	proprietary	rights.	Although we	own	numerous	United	States	and	foreign	patents	and	have	submitted	numerous	patent	applications,	we	cannot	be	assured	that	any	pending	patent applications	will	issue,	or	that	any	patents,	issued	or	pending,	will	provide	us	with	any	competitive	advantage	or	will	not	be	challenged,	invalidated	or circumvented	by	third	parties.	In	addition,	we	rely	on	confidentiality	and	non-disclosure	agreements	with	employees	and	take	other	measures	to	protect our	know-how	and	trade	secrets.	The	steps	we	have	taken	may	not	prevent	unauthorized	use	of	our	technology	by	competitors	or	other	persons	who	may copy	or	otherwise	obtain	and	use	these	products	or	technology,	particularly	in	foreign	countries	where	the	laws	may	not	protect	our	proprietary	rights	to the	same	extent	as	in	the	United	States.	We	cannot	assure	that	current	and	former	employees,	contractors	and	other	parties	will	not	breach	their

confidentiality	agreements	with	us,	misappropriate	proprietary	information,	copy	or	otherwise	obtain	and	use	our	information	and	proprietary	technology without	authorization	or	otherwise	infringe	on	our	intellectual	property	rights.	Our	inability	to	protect	our	proprietary	technology	could	adversely	affect	our business,	financial	condition,	results	of	operations	and	cash	flows.	Moreover,	there	can	be	no	assurance	that	others	will	not	independently	develop	know- how	and	trade	secrets	comparable	to	ours	or	develop	better	technology	than	our	own,	which	could	reduce	or	eliminate	any	competitive	advantage	we have	developed.

# Our	products	or	processes	may	infringe	the	intellectual	property	rights	of	others,	which	may	cause	us	to	pay	unexpected	litigation	costs or	damages	or	prevent	us	from	selling	our	products.

We	cannot	be	certain	that	our	products	do	not	and	will	not	infringe	issued	patents	or	other	intellectual	property	rights	of	third	parties.	We	may	be subject	to	legal	proceedings	and	claims	in	the	ordinary	course	of	our	business,	including	claims	of	alleged	infringement	of	the	intellectual	property	rights	of third	parties.	Any	such	claims,	whether	or	not	meritorious,	could	result	in	litigation	and	divert	the	efforts	of	our	personnel.	If	we	are	found	liable	for infringement,	we	may	be	required	to	enter	into	licensing	agreements	(which	may	not	be	available	on	acceptable	terms	or	at	all)	or	to	pay	damages	or cease	making	or	selling	certain	products.	We	may	need	to	redesign	some	of	our	products	or	processes	to	avoid	future	infringement	liability.	Any	of	the foregoing	events	could	be	detrimental	to	our	business.

# Other	pending	and	future	litigation	may	involve	significant	costs	and	adversely	affect	our	business.

We	are	party	to	various	lawsuits	and	claims	arising	in	the	normal	course	of	business	involving,	among	other	things,	contracts,	intellectual	property, import	and	export	regulations,	employment	and	environmental	matters.	The	defense	of	these	lawsuits	may	divert	our	management's	attention,	and	we may	incur	significant	expenses	in	defending	these	lawsuits.	In	addition,	we	may	be	required	to	pay	damage	awards	or	settlements,	or	become	subject	to injunctions	or	other	equitable	remedies,	that	could	have	a	material	adverse	effect	on	our	financial	condition	and	results	of	operations.	While	we	do	not believe	that	any	litigation	in	which	we	are	currently	engaged	would	have	such	an	adverse	effect,	the	outcome	of	litigation,	including	regulatory	matters,	is often	difficult	to	predict,	and	we	cannot	assure	that	the	outcome	of	pending	or	future	litigation	will	not	have	a	material	adverse	effect	on	our	business, financial	condition,	results	of	operations	or	cash	flows.

# Our	substantial	indebtedness	could	adversely	affect	our	business,	financial	condition	or	results	of	operations.

As	of	December	31,	2015,	we	had	total	consolidated	indebtedness	of	 $1,066	million.

Our	substantial	level	of	indebtedness	increases	the	risk	that	we	may	be	unable	to	generate	cash	sufficient	to	satisfy	our	debt	obligations.	It	could	also have	significant	effects	on	our	business.	For	example,	it	could:

•increase	our	vulnerability	to	general	adverse	economic	and	industry	conditions;

•require	us	to	dedicate	a	substantial	portion	of	our	cash	flow	from	operations	to	payments	on	our	indebtedness,	thereby	reducing	the	availability	of	our cash	flow	to	fund	working	capital,	capital	expenditures,	research	and	development	efforts	and	other	general	corporate	purposes;

•limit	our	ability	to	borrow	additional	funds	for	such	general	corporate	purposes;

•limit	our	flexibility	in	planning	for,	or	reacting	to,	changes	in	our	business	and	the	industry	in	which	we	operate;

•restrict	us	from	exploiting	business	opportunities;	and

•place	us	at	a	competitive	disadvantage	compared	to	our	competitors	that	have	less	indebtedness.

If	 we	 do	 not	 generate	 sufficient	 cash	 flow	 from	 operations	 or if future	 borrowings	 are	 not	 available to	 us in	 an	 amount	 sufficient to	 pay	 our indebtedness	or	to	fund	our	other	liquidity	needs,	we	may	be	forced	to:

•refinance	all	or	a	portion	of	our	indebtedness	on	or	before	it	matures;

•sell	assets;

•reduce	or	delay	capital	expenditures;	or

•seek	to	raise	additional	capital.

We	may	not	be	able	to	effect	any	of	these	actions	on	commercially	reasonable	terms	or	at	all.	Our	ability	to	refinance	our	indebtedness	will	depend	on our	 financial	 condition	 at	 the	 time,	 the	 restrictions	 in	 the	 instruments	 governing	 our	 outstanding	 indebtedness	 and	 other	 factors,	 including	 market conditions.

Our	inability	to	generate	sufficient	cash	flow	to	satisfy	our	debt	service	obligations,	or	to	refinance	or	restructure	our	obligations	on	commercially reasonable	terms	or	at	all,	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	results	of	operations.

# Our	debt	agreements	impose	restrictions	on	our	business,	which	could	prevent	us	from	capitalizing	on	business	opportunities	and	taking some	corporate	actions	and	may	adversely	affect	our	ability	to	respond	to	changes	in	our	business	and	manage	our	operations.

Our	revolving	credit	agreement	and	the	indenture	governing	our	5.25%	senior	notes	due	2024	(the	"2024	Notes")	contain	covenants	that,	among other	things,	impose	significant	restrictions	on	our	business.	The	restrictions	that	these	covenants	place	on	us	and	our	restricted	subsidiaries	include limitations	on	our	and	their	ability	to,	among	other	things:

•incur	additional	indebtedness	or	issue	disqualified	stock	or	preferred	stock;

•create	liens;

•pay	dividends,	make	investments	or	make	other	restricted	payments;

•use	the	proceeds	of	permitted	sales	of	our	assets;

•merge,	consolidate,	sell	or	otherwise	dispose	of	all	or	substantially	all	of	our	assets;

•enter	into	transactions	with	our	affiliates;	and

•designate	subsidiaries	as	unrestricted.

In	addition,	our	revolving	credit	agreement	also	contains	financial	covenants,	including	covenants	requiring	maintenance	of	a	consolidated	leverage ratio	and	a	consolidated	interest	coverage	ratio,	calculated	in	accordance	with	the	terms	of	the	revolving	credit	agreement.	A	breach	of	any	covenants under	any	one	or	more	of	these	debt	agreements	could	result	in	a	default,	which	if	not	cured	or	waived,	could	result	in	the	acceleration	of	all	of	our	debt. In	addition,	any	debt	agreements	we	enter	into	in	the	future	may	further	limit	our	ability	to	enter	into	certain	types	of	transactions.

# The	contingent	conversion	features	of	our	convertible	notes,	if	triggered,	may	adversely	affect	our	financial	condition.

In	August	2010,	we	issued	$400	million	in	aggregate	principal	amount	of	3.875%	convertible	senior	subordinated	notes	due	2017	(the	"Convertible Notes").	The	Convertible	Notes	are	convertible	under	certain	circumstances,	including	the	attainment	of	a	last	reported	sale	price	per	share	of	our common	stock	equal	to	130%	of	the	conversion	price	(approximately	$79.72)	for	at	least	20	trading	days	during	a	period	of	30	consecutive	trading	days ending	on	the	last	trading	day	of	the	immediately	preceding	fiscal	quarter.		Because	our	closing	stock	price	has	exceeded	the	130%	threshold	since	the fourth	quarter	2013,	the	Convertible	Notes	are	currently	convertible	into	shares	of	our	common	stock.		As	a	result,	the	Convertible	Notes	are	classified	as a	current	liability,	which,	in	turn,	has	resulted	in	a	material	reduction	of	our	net	working	capital.	As	of	February	15,	2016,	we	have	received	conversion notices	 with	 respect	 to	 approximately	 $44.7	 million	 in	 aggregate	 principal	 amount	 of	 the	 Convertible	 Notes.	At	 this	 time,	 we	 have	 elected	 the	 net settlement	method	to	satisfy	the	conversion	obligation,	under	which	we	will	settle	the	principal	amount	of	the	Convertible	Notes	converted	in	cash	and settle	the	excess	conversion	value	in	shares,	plus	cash	in	lieu	of	fractional	shares.	While	we	believe	we	have	sufficient	liquidity	to	repay	the	principal amount	due	through	a	combination	of	our	existing	cash	on	hand,	amounts	available	under	our	credit	facility	and,	if	necessary,	amounts	provided	through the	capital	markets,	our	use	of	 these	 funds	 could	 adversely	 affect	 our	 results	 of	 operations	 and	 liquidity.	 See	Note	8	 to	 the	 consolidated	 financial statements	included	in	this	Annual	Report	on	Form	10-K	for	a	further	discussion	regarding	the	conversion	terms	of	the	Convertible	Notes.

# The	convertible	note	hedge	transactions	and	warrant	transactions	entered	into	in	connection	with	the	issuance	of	our	Convertible	Notes may	adversely	affect	the	value	of	our	common	stock.

In	connection	with	our	issuance	of	the	Convertible	Notes,	we	entered	into	privately	negotiated	hedge	transactions	with	two	counterparties,	which	we refer	 to	 as	 the	 "hedge	 counterparties."	The	 hedge	 transactions	 cover,	 subject	 to	 customary	 anti-dilution	 adjustments,	 the	 number	 of	 shares	 of	 our common	stock	that	underlie	the	Convertible	Notes	and	are	expected	to	reduce	the	dilution	with	respect	to	our	common	stock	and/or	cash	payments	that we	may	be	required	to	make	upon	conversion	of	the	Convertible	Notes.	Separately,	we	also	entered	into	privately	negotiated	warrant	transactions	relating to	the	same	number	of	shares	of	our	common	stock	with	the	hedge	counterparties	with	an	exercise	price	of	$74.65,	subject	to	customary	anti-dilution adjustments,	pursuant	to	which	we	may	be	obligated	to	issue	shares	of	our	common	stock.	The	warrant	transactions	could	have	a	dilutive	effect	with respect	to	our	common	stock	or,	if	we	so	elect,	obligate	us	to	make	cash	payments	to	the	extent	that	the	market	price	per	share	of	our	common	stock exceeds	the	exercise	price	of	the	warrants	on	any	expiration	date	of	the	warrants.	In	addition,	under	applicable	accounting	guidance,	changes	in	the share	price	of	our	common	stock	can	have	a	significant	impact	on	the	number	of	shares	that	we	must	include	in	the	fully	diluted	earnings	per	share calculation	with	respect	to	the	Convertible	Notes	and	warrants,	which,	in	turn,	could	impact	our	reported	financial	results.	Based	on	the	average	market price	of	our	common	stock	during	2015,	2.7	million	shares	issuable	upon	exercise	of	the	warrants	were	included	in	the	total	diluted	shares	outstanding	for the	year	ended	December	31,	2015.	For	additional	information,	see	"Financing	Arrangements"	under	Item	7.	Management's	Discussion	and	Analysis	of Financial	Condition	and	Results	of	Operations	included	in	this	Annual	Report	on	Form	10-K.

In	connection	with	establishing	their	positions	under	the	convertible	note	hedge	transactions	and	the	warrant	transactions,	the	hedge	counterparties (and/or	their	affiliates)	entered	into	various	cash-settled	over-the-counter	derivative	transactions	with	respect	to	our	common	stock	concurrently	with,	or shortly	following,	the	pricing	of	the	Convertible	Notes.	The	hedge	counterparties	(and/or	their	affiliates)	may,	in	their	sole	discretion,	with	or	without	notice, modify	their	hedge	positions	from	time	to	time	(and	are	likely	to	do	so	during	any	conversion	period	related	to	the	conversion	of	the	Convertible	Notes)	by entering	into	or	unwinding	various	over-the-counter	derivative	transactions	with	respect	to	shares	of	our	common	stock,	and/or	by	purchasing	or	selling shares	of	our	common	stock	or	Convertible	Notes	in	privately	negotiated	transactions	and/or	open	market	transactions.	The	effect,	if	any,	of	these transactions	and	activities	on	the	market	price	of	our	common	stock	will	depend	in	part	on	market	conditions	and	cannot	be	ascertained	at	this	time,	but any	of	these	activities	could	adversely	affect	the	value	of	our	common	stock.

# We	are	subject	to	counterparty	risk	with	respect	to	the	convertible	note	hedge	transactions.

Each	hedge	counterparty	is	a	financial	institution	or	the	affiliate	of	a	financial	institution,	and	we	will	be	subject	to	the	risk	that	one	or	more	hedge counterparties	may	default	under	the	Convertible	Note	hedge	transactions.	Our	exposure	to	the	credit	risk	of	each	hedge	counterparty	is	not	secured	by any	collateral.	If	a	hedge	counterparty	becomes	subject	to	insolvency	proceedings,	we	will	become	an	unsecured	creditor	in	those	proceedings	with	a claim	equal	to	our	exposure	at	that	time	under	the	Convertible	Note	hedge	transaction	with	that	hedge	counterparty.	Our	exposure	will	depend	on	many factors	but,	generally,	the	increase	in	our	exposure	will	be	correlated	to	the	increase	in	the	market	price	of	our	common	stock	and	in	the	volatility	of	our common	stock.	In	addition,	upon	a	default	by	a	hedge	counterparty,	we	may	suffer	adverse	tax	consequences	and	dilution	with	respect	to	our	common stock.	We	can	provide	no	assurances	as	to	the	financial	stability	or	viability	of	the	hedge	counterparties.

# We	may	issue	additional	shares	of	our	common	stock	or	instruments	convertible	into	our	common	stock,	including	in	connection	with conversions	of	our	Convertible	Notes,	which	could	lower	the	price	of	our	common	stock.

We	 are	 not	 restricted	 from	 issuing	 additional	 shares	 of	 our	 common	 stock	 or	 other	 instruments	 convertible	 into	 our	 common	 stock.	 As	 of December	31,	2015,	we	had	outstanding	approximately	 41.6	million	shares	of	our	common	stock,	options	to	purchase	approximately	 1.4	million	shares	of our	common	stock	(of	which	approximately	0.8	million	were	vested	as	of	that	date),	restricted	stock	units	covering	approximately	 0.3	million	shares	of	our common	stock	(which	are	expected	to	vest	over	the	next	three	years)	and	approximately	14,000	shares	of	our	common	stock	to	be	distributed	from	our deferred	compensation	plan.	As	of	December	31,	2015,	19.9	million	shares	of	our	common	stock	are	reserved	for	issuance	upon	the	exercise	of	stock options,	upon	conversion	of	the	Convertible	Notes	and	upon	the	exercise	of	the	warrants	issued	in	connection	with	the	Convertible	Notes.	We	cannot predict	the	size	of	future	issuances	or	the	effect,	if	any,	that	they	may	have	on	the	market	price	for	our	common	stock.

If	we	issue	additional	shares	of	our	common	stock	or	instruments	convertible	into	our	common	stock,	such	issuances	may	materially	and	adversely affect	the	price	of	our	common	stock.	Furthermore,	our	issuance	of	shares	following	the	exercise	of	some	or	all	of	the	outstanding	stock	options	and warrants,	the	vested	of	restricted	stock	units	and	the	conversion	of	some	or	all	of	the	Convertible	Notes	will	dilute	the	ownership	interests	of	existing stockholders,	and	any	sales	in	the	public	market	of	such	shares	of	our	common	stock	could	adversely	affect	prevailing	market	prices	of	our	common stock.	In	addition,	the	issuance	and	sale	of	substantial	amounts	of	our	common	stock,	including	common	stock	issued	as	a	result	of	the	exercise	of	stock options	and	warrants,	vesting	of	restricted	stock	units	or	conversion	of	the	Convertible	Notes,	could	depress	the	price	of	our	common	stock.

# Disruption	of	critical	information	systems	or	material	breaches	in	the	security	of	our	systems	may	adversely	affect	our	business	and customer	relationships.

We	rely	on	information	technology	systems	to	process,	transmit,	and	store	electronic	information	in	our	day-to-day	operations.	We	also	rely	on	our technology	infrastructure,	among	other	functions,	to	interact	with	customers	and	suppliers,	fulfill	orders	and	bill,	collect	and	make	payments,	ship	products, provide	support	to	customers,	fulfill	contractual	obligations	and	otherwise	conduct	business.	Our	internal	information	technology	systems,	as	well	as	those systems	maintained	by	third-party	providers,	may	be	subjected	to	computer	viruses	or	other	malicious	codes,	unauthorized	access	attempts,	and	cyber- attacks,	any	of	which	could	result	in	data	leaks	or	otherwise	compromise	our	confidential	or	proprietary	information	and	disrupt	our	operations.	Cyber- attacks	are	becoming	more	sophisticated	and	frequent,	and	there	can	be	no	assurance	that	our	protective	measures	will	prevent	security	breaches	that could	have	a	significant	impact	on	our	business,	reputation	and	financial	results.	If	we	fail	to	monitor,	maintain	or	protect	our	information	technology systems	and	data	integrity	effectively	or	fail	to	anticipate,	plan	for	or	manage	significant	disruptions	to	these	systems,	we	could,	among	other	things,	lose customers,	have	difficulty	preventing	 fraud,	have	disputes	with	customers,	physicians	and	other	health	care	professionals,	be	subject	 to	regulatory sanctions	or	penalties,	incur	expenses	or	lose	revenues	or	suffer	other	adverse	consequences.		Any	of	these	events	could	have	a	material	adverse	effect on	our	business,	results	of	operations,	financial	condition	or	cash	flows.

# Regulations	related	to	conflict	minerals	may	increase	our	costs	and	adversely	affect	our	business.

In	2012,	the	SEC	promulgated	rules	under	the	Dodd-Frank	Wall	Street	Reform	and	Consumer	Protection	Act	regarding	disclosure	of	the	use	of	tin, tantalum,	tungsten	and	gold,	known	as	"conflict	minerals,"	included	in	components	of	products	either	manufactured	by	public	companies	or	for	which public	companies	have	contracted	to	manufacture.	These	rules	require	that	we	undertake	due	diligence	efforts	to	determine	whether	such	minerals originated	from	the	Democratic	Republic	of	Congo	(the	"DRC")	or	an	adjoining	country	and,	if	so,	whether	such	minerals	helped	finance	armed	conflict	in the	DRC	or	an	adjoining	country.	We	 filed	conflict	minerals	report	 in	June	2014	and	June	2015.	As	discussed	 in	 the	most	recent	report,	we	have determined	that	certain	of	our	products	contain	the	specified	minerals,	and	we	have	undertaken,	and	continue	to	undertake,	efforts	to	identify	where	such minerals	originated.		We	have	incurred,	and	expect	to	continue	to	incur,	costs	associated	with	complying	with	these	disclosure	requirements,	including costs	related	to	determining	the	sources	of	the	specified	minerals	used	in	our	products.	These	rules	could	adversely	affect	the	sourcing,	supply	and pricing	of	materials	used	in	our	products.	Our	customers	may	require	our	products	be	free	of	conflict	minerals,	and	our	revenues	and	margins	may	be adversely	affected	if	we	are	unable	to	provide	assurances	to	our	customers	that	our	products	are	"DRC	conflict	free"	(generally,	the	product	does	not contain	conflict	minerals	originating	in	the	DRC	or	an	adjoining	country	that	directly	or	indirectly	finance	or	benefit	specified	armed	groups)	due	to,	among other	things,	our	inability	to	procure	conflict	free	minerals	at	a	reasonable	price,	or	at	all.	Moreover,	we	may	be	adversely	affected	if	we	are	unable	to	pass through	any	increased	costs	associated	with	meeting	customer	demands	that	we	provide	DRC	conflict	free	products.		We	also	may	face	reputational challenges	if	our	due	diligence	efforts	do	not	enable	us	to	verify	the	origins	of	all	conflict	minerals	or	to	determine	that	any	conflict	minerals	used	in products	we	manufacture	or	in	products	manufactured	by	others	for	us	are	DRC	conflict-free.

# Our	operations	expose	us	to	the	risk	of	material	environmental	liabilities.

We	are	subject	to	numerous	foreign,	federal,	state	and	local	environmental	protection	and	health	and	safety	laws	governing,	among	other	things:

•the	generation,	storage,	use	and	transportation	of	hazardous	materials;

•emissions	or	discharges	of	substances	into	the	environment;	and

•the	health	and	safety	of	our	employees.

These	laws	and	regulations	are	complex,	change	frequently	and	have	tended	to	become	more	stringent	over	time.	We	cannot	provide	assurance	that our	costs	of	complying	with	current	or	future	environmental	protection	and	health	and	safety	laws,	or	our	liabilities	arising	from	past	or	future	releases	of, or	exposures	to,	hazardous	substances,	which	may	include	claims	for	personal	injury	or	cleanup,	will	not	exceed	our	estimates	or	will	not	adversely	affect our	financial	condition	and	results	of	operations.

# Our	 workforce	 covered	 by	 collective	 bargaining	 and	 similar	 agreements	 could	 cause interruptions in	 our	 provision	 of	 products	 and services.

As	 of	December	31,	2015,	 approximately	4%	of	our	employees	in	the	United	States	and	in	other	countries	were	covered	by	union	contracts	or collective	bargaining	arrangements.	 In	addition,	 for	 the	year	ended	December	31,	2015,	 approximately	7%	of	our	net	revenues	were	generated	by operations	for	which	a	significant	part	of	our	workforce	is	covered	by	collective	bargaining	agreements	and	similar	agreements.	It	is	likely	that	a	portion	of our	workforce	will	remain	covered	by	collective	bargaining	and	similar	agreements	for	the	foreseeable	future.	Strikes	or	work	stoppages	could	occur	that would	adversely	impact	our	relationships	with	our	customers	and	our	ability	to	conduct	our	business.

# We	may	not	pay	dividends	on	our	common	stock	in	the	future.

Holders	of	our	common	stock	are	entitled	to	receive	dividends	only	as	our	board	of	directors	may	declare	out	of	funds	legally	available	for	such payments.	The	declaration	and	payment	of	future	dividends	to	holders	of	our	common	stock	will	be	at	the	discretion	of	our	board	of	directors	and	will depend	upon	many	factors,	including	our	financial	condition,	earnings,	compliance	with	debt	instruments,	legal	requirements	and	other	factors	as	our board	of	directors	deems	relevant.	We	cannot	assure	you	that	our	cash	dividend	will	not	be	reduced,	or	eliminated,	in	the	future.

# Certain	provisions	of	our	corporate	governing	documents,	Delaware	law	and	our	Convertible	Notes	could	discourage,	delay,	or	prevent	a merger	or	acquisition.

Provisions	of	our	certificate	of	incorporation	and	bylaws	could	impede	a	merger,	takeover	or	other	business	combination	involving	us	or	discourage	a potential	acquirer	from	making	a	tender	offer	for	our	common	stock.	For	example,	our	certificate	of	incorporation	authorizes	our	board	of	directors	to determine	the	number	of	shares	in	a	series,	the	consideration,	dividend	rights,	liquidation	preferences,	terms	of	redemption,	conversion	or	exchange rights	and	voting	rights,	if	any,	of	unissued	series	of	preferred	stock,	without	any	vote	or	action	by	our	stockholders.	Thus,	our	board	of	directors	can authorize	and	issue	shares	of	preferred	stock	with	voting	or	conversion	rights	that	could	adversely	affect	the	voting	or	other	rights	of	holders	of	our common	stock.	We	are	also	subject	to	Section	203	of	the	Delaware	General	Corporation	Law,	which	imposes	restrictions	on	mergers	and	other	business combinations	between	us	and	any	holder	of	15%	or	more	of	our	common	stock.	These	provisions	could	have	the	effect	of	delaying	or	deterring	a	third party	from	acquiring	us	even	if	an	acquisition	might	be	in	the	best	interest	of	our	stockholders,	and	accordingly	could	reduce	the	market	price	of	our common	stock.

Certain	provisions	in	the	Convertible	Notes	and	the	indentures	governing	the	Convertible	Notes	and	the	2024	Notes	could	make	it	more	difficult	or more	expensive	for	a	third	party	to	acquire	us.	For	example,	if	an	acquisition	event	constitutes	a	"fundamental	change,"	as	defined	in	the	indenture governing	 the	Convertible	Notes,	holders	of	 the	Convertible	Notes	will	have	 the	right	 to	require	us	 to	purchase	 their	notes	 in	cash.	Similarly,	 if	an acquisition	event	constitutes	a	"change	of	control"	as	defined	in	the	indenture	governing	the	2024	Notes,	holders	of	such	notes	will	have	the	right	to require	us	to	purchase	their	notes	in	cash.	In	addition,	if	an	acquisition	event	constitutes	a	"make-whole	fundamental	change,"	as	defined	in	the	indenture governing	the	Convertible	Notes,	we	may	be	required,	under	certain	circumstances,	to	increase	the	conversion	rate	for	holders	who	convert	their	notes	in connection	with	such	acquisition	event.	In	either	case,	and	in	other	cases,	our	obligations	under	the	Convertible	Notes	and	the	2024	Notes	could	increase the	cost	of	acquiring	us	or	otherwise	discourage	a	third	party	from	acquiring	us	or	removing	incumbent	management,	and	accordingly	could	reduce	the market	price	of	our	common	stock.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

Not	applicable.

# ITEM	2. PROPERTIES

We	own	or	lease	approximately	80	properties	consisting	of	plants,	engineering	and	research	centers,	distribution	warehouses,	offices	and	other facilities.	We	believe	that	the	properties	are	maintained	in	good	operating	condition	and	are	suitable	for	their	intended	use.	In	general,	our	facilities	meet current	operating	requirements	for	the	activities	currently	conducted	within	the	facilities.

Our	major	facilities	(those	with	50,000	or	greater	square	feet)	at	December	31,	2015	are	as	follows:

Operations	in	each	of	our	business	segments	are	conducted	at	locations	both	in	and	outside	of	the	United	States.	Of	the	facilities	listed	above,	with the	exception	of	Jaffrey,	NH	and	Limerick,	Ireland,	which	are	used	solely	for	the	OEM	segment,	our	facilities	generally	serve	more	than	one	business segment	and	are	often	used	for	multiple	purposes,	such	as	administrative/sales,	manufacturing	and/or	warehousing/distribution.

In	addition	to	the	properties	listed	above,	we	own	or	lease	approximately	590,000	square	feet	of	additional	warehousing,	manufacturing	and	office space	in	the	United	States,	Canada,	Mexico,	South	America,	Europe,	Asia	and	Africa.	We	also	own	or	lease	properties	that	are	no	longer	used	in	our operations,	which	we	are	actively	marketing	for	sale	or	sublease.

# ITEM	3. LEGAL	PROCEEDINGS

We	are	party	to	various	lawsuits	and	claims	arising	in	the	normal	course	of	business.	These	lawsuits	and	claims	include	actions	involving	product liability	and	product	warranty,	intellectual	property,	contracts,	employment	and	environmental	matters.	As	of	 December	31,	2015	 and	2014,	we	have accrued	liabilities	of	approximately	$2.5	million	and	$6.0	million,	respectively,	in	connection	with	these	matters,	representing	our	best	estimate	of	the	cost within	the	range	of	estimated	possible	loss	that	will	be	incurred	to	resolve	these	matters.	Of	the	$2.5	million	accrued	at	December	31,	2015,	$1.5	million pertains	to	discontinued	operations.	Based	on	information	currently	available,	advice	of	counsel,	established	reserves	and	other	resources,	we	do	not believe	that	any	such	actions	are	likely	to	be,	individually	or	in	the	aggregate,	material	to	our	business,	financial	condition,	results	of	operations	or	liquidity. However,	 in	 the	 event	 of	 unexpected	 further	 developments,	 it	 is	 possible	 that	 the	 ultimate	 resolution	 of	 these	 matters,	 or	 other	 similar	 matters,	 if unfavorable,	may	be	materially	adverse	to	our	business,	financial	condition,	results	of	operations	or	cash	flows.	See	Note	15	to	the	consolidated	financial statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information.

# ITEM		4. MINE	SAFETY	DISCLOSURES

# PART	II

# ITEM	5. MARKET	FOR	REGISTRANT'S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITY SECURITIES

Our	common	stock	is	listed	on	the	New	York	Stock	Exchange,	Inc.	under	the	symbol	"TFX."	Our	quarterly	high	and	low	stock	prices	and	dividends	for 2015	and	2014	are	shown	below.

# Price	Range	and	Dividends	of	Common	Stock

| 2015 | High | Low | Dividends |
| :--- | :--- | :--- | :--- |
| First\tQuarter | $123.09 | $107.45 | $0.34 |
| Second\tQuarter | $137.29 | $118.83 | $0.34 |
| Third\tQuarter | $140.50 | $122.13 | $0.34 |
| Fourth\tQuarter | $135.00 | $122.14 | $0.34 |

| 2014 | High | Low | Dividends |
| :--- | :--- | :--- | :--- |
| First\tQuarter | $106.70 | $90.15 | $0.34 |
| Second\tQuarter | $109.73 | $99.56 | $0.34 |
| Third\tQuarter | $111.24 | $103.37 | $0.34 |
| Fourth\tQuarter | $119.99 | $101.95 | $0.34 |

The	terms	of	our	senior	credit	facility	and	5.25%	senior	notes	due	2024	limit 	our	ability	to	repurchase	shares	of	our	stock	and	pay	cash	dividends. Under	the	most	restrictive	of	these	provisions,	on	an	annual	basis	$681.7	million	of	retained	earnings	was	available	for	dividends	and	stock	repurchases at	December	31,	2015.	On	February	23,	2016,	the	Board	of	Directors	declared	a	quarterly	dividend	of	$0.34	per	share	on	our	common	stock,	which	is payable	on	March	15,	2016	to	holders	of	record	on	March	4,	2016.	As	of	February	23,	2016,	we	had	approximately	568	holders	of	record	of	our	common stock.

As	previously	disclosed,	in	2007,	our	Board	of	Directors	authorized	the	repurchase	of	up	to	$300	million	of	our	outstanding	common	stock.	On February	23,	2016,	our	Board	of	Directors	terminated	this	authorization.	No	shares	were	purchased	under	this	authorization.

# Stock	Performance	Graph

The	following	graph	provides	a	comparison	of	five	year	cumulative	total	stockholder	returns	of	Teleflex	common	stock,	the	Standard	&	Poor's	(S&P) 500	Stock	Index	and	the	S&P	500	Healthcare	Equipment	&	Supply	Index.	The	annual	changes	for	the	five-year	period	shown	on	the	graph	are	based	on the	assumption	that	$100	had	been	invested	in	Teleflex	common	stock	and	each	index	on	December	31,	2010	and	that	all	dividends	were	reinvested.

| Company	/	Index | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Teleflex\tIncorporated | 100 | 117 | 138 | 185 | 229 | 266 |
| S&P\t500\tIndex | 100 | 102 | 118 | 157 | 178 | 181 |
| S&P\t500\tHealthcare\tEquipment\t&\tSupply\tIndex | 100 | 99 | 116 | 148 | 187 | 199 |

# ITEM	6. SELECTED	FINANCIAL	DATA

The	selected	financial	data	in	the	following	table	includes	the	results	of	operations	for	acquired	companies	from	the	respective	dates	of	acquisition.

|  | 2015(2) | 2014(2) | 2013(2) | 2012(2) |  | 2011(2) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands,\texcept\tper\tshare) | (Dollars\tin\tthousands,\texcept\tper\tshare) | (Dollars\tin\tthousands,\texcept\tper\tshare) |  |  |
| Statement\tof\tIncome\tData(1): |  |  |  |  |  |  |
| Net\trevenues | $1,809,690 | $1,839,832 | $1,696,271 | $1,551,009 |  | $1,492,528 |
| Income\t(loss)\t\tfrom\tcontinuing\toperations\tbefore\tinterest,\nloss\ton\textinguishments\tof\tdebt\tand\ttaxes | $315,891 | $284,862 | $233,261 | $(97,375) | (3) | $229,570 |
| Income\t(loss)\tfrom\tcontinuing\toperations | $236,808 | $191,460 | $152,183 | $(181,782) | (3) | $119,322 |
| Amounts\tattributable\tto\tcommon\tshareholders\tfor\tincome\n(loss)\tfrom\tcontinuing\toperations | $235,958 | $190,388 | $151,316 | $(182,737) | (3) | $118,301 |
| Per\tShare\tData(1): |  |  |  |  |  |  |
| Income\t(loss)\tfrom\tcontinuing\toperations\t—\tbasic | $5.68 | $4.60 | $3.68 | $(4.47) |  | $2.92 |
| Income\t(loss)\tfrom\tcontinuing\toperations\t—\tdiluted | $4.91 | $4.10 | $3.46 | $(4.47) |  | $2.90 |
| Cash\tdividends | $1.36 | $1.36 | $1.36 | $1.36 |  | $1.36 |
| Balance\tSheet\tData: |  |  |  |  |  |  |
| Total\tassets(4) | $3,878,516 | $3,922,787 | $4,159,148 | $3,685,438 |  | $3,884,839 |
| Long-term\tborrowings | $646,000 | $700,000 | $930,000 | $965,280 |  | $954,809 |
| Common\tshareholders'\tequity | $2,009,272 | $1,911,309 | $1,913,527 | $1,778,950 |  | $1,980,588 |
| Statement\tof\tCash\tFlows\tData(1): |  |  |  |  |  |  |
| Net\tcash\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\noperations | $303,446 | $290,241 | $231,299 | $194,618 |  | $94,357 |
| Net\tcash\t(used\tin)\tprovided\tby\tinvesting\tactivities\tfrom\ncontinuing\toperations | $(154,848) | $(108,137) | $(372,638) | $(368,258) |  | $306,670 |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities\tfrom\ncontinuing\toperations | $(85,583) | $(287,703) | $231,170 | $(65,653) |  | $(11,106) |
| Supplemental\tData: |  |  |  |  |  |  |
| Free\tcash\tflow(5) | $241,998 | $222,670 | $167,719 | $129,224 |  | $49,775 |

Certain	financial	information	is	presented	on	a	rounded	basis,	which	may	cause	minor	differences.

(1) Amounts	exclude	the	impact	of	businesses	presented	in	our	consolidated	financial	results	as	discontinued	operations.

(2) Amounts	include	the	impact	of	businesses	acquired	during	the	period.	See	Note	3	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for additional	information.

(3) Includes	a	pretax	goodwill	impairment	charge	of	$332.1	million,	or	$315.1	million	net	of	tax.

(4) Includes	the	impact	of	adopting	the	accounting	standard	related	to	deferred	tax	classification	issued	in	November	2015.	See	Note	2	to	the	consolidated	financial	statements included	in	this	Annual	Report	on	Form	10-K.

(5) Free	cash	flow	is	calculated	by	subtracting	capital	expenditures	from	cash	provided	by	operating	activities	from	continuing	operations.	Free	cash	flow	is	considered	a	non- GAAP	financial	measure.	This	financial	measure	is	used	in	addition	to	and	in	conjunction	with	results	presented	in	accordance	with	generally	accepted	accounting	principles in	the	United	States,	or	GAAP,	and	should	not	be	considered	a	substitute	for	net	cash	provided	by	operating	activities	from	continuing	operations,	the	most	comparable	GAAP financial	measure.	Management	believes	that	free	cash	flow	is	a	useful	measure	to	investors	because	it	facilitates	an	assessment	of	funds	available	to	satisfy	current	and future	obligations,	pay	dividends	and	fund	acquisitions.	We	also	use	this	financial	measure	for	internal	managerial	purposes	and	to	evaluate	period-to-period	comparisons. Free	cash	flow	is	not	a	measure	of	cash	available	for	discretionary	expenditures	since	we	have	certain	non-discretionary	obligations,	such	as	debt	service,	that	are	not deducted	from	the	measure.	We	strongly	encourage	investors	to	review	our	financial	statements	and	publicly-filed	reports	in	their	entirety	and	not	to	rely	on	any	single	financial measure.	The	following	is	a	reconciliation	of	free	cash	flow	to	the	most	comparable	GAAP	measure.

|  | 2015 | 2014 | 2013 | 2012 | 2011 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\tcash\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\toperations | $303,446 | $290,241 | $231,299 | $194,618 | $94,357 |
| Less:\tCapital\texpenditures | 61,448 | 67,571 | 63,580 | 65,394 | 44,582 |
| Free\tcash\tflow | $241,998 | $222,670 | $167,719 | $129,224 | $49,775 |

# ITEM	7. MANAGEMENT'S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS

# Overview

We	 are	 a	 global	 provider	 of	 medical	 technology	 products	 that	 enhance	 clinical	 benefits,	 improve	 patient	 and	 provider	 safety	 and	 reduce	 total procedural	costs.	We	primarily	design,	develop,	manufacture	and	supply	single-use	medical	devices	used	by	hospitals	and	healthcare	providers	for common	 diagnostic	 and	 therapeutic	 procedures	 in	 critical	 care	 and	 surgical	 applications.	 We	 market	 and	 sell	 our	 products	 worldwide	 through	 a combination	of	our	direct	sales	force	and	distributors.	Because	our	products	are	used	in	numerous	markets	and	for	a	variety	of	procedures,	we	are	not dependent	upon	any	one	end-market	or	procedure.	We	are	focused	on	achieving	consistent,	sustainable	and	profitable	growth	by	increasing	our	market share	and	improving	our	operating	efficiencies.

We	evaluate	our	portfolio	of	products	and	businesses	on	an	ongoing	basis	to	ensure	alignment	with	our	overall	objectives.	Based	on	our	evaluation, we	 may	 identify	 opportunities	 to	 expand	 our	 margins	 through	 strategic	 divestitures	 of	 existing	 businesses	 and	 product	 lines	 that	 do	 not	 meet	 our objectives.	In	addition,	we	may	seek	to	optimize	utilization	of	our	facilities	through	restructuring	initiatives	designed	to	further	reduce	our	cost	base	and enhance	our	competitive	position.

On	February	23,	2016,	our	Board	of	Directors	approved	a	restructuring	plan	that	involves	the	consolidation	of	operations	and	a	related	reduction	in workforce.	We	estimate	that	we	will	incur	aggregate	pre-tax	charges	in	connection	with	these	restructuring	activities	of	approximately	$34	million	to	$44 million,	of	which,	we	expect	approximately	$21	million	to	$23	million	to	be	incurred	in	2016	and	most	of	the	balance	will	be	incurred	prior	to	the	end	of 2018.	We	estimate	that	$27	million	to	$31	million	of	the	aggregate	pre-tax	charges	will	result	in	future	cash	outlays,	of	which,	we	expect	approximately	$6 million	to	$8	million	will	be	made	in	2016	and	most	of	the	balance	will	be	made	prior	to	the	end	of	2018.	Additionally,	we	expect	to	incur	aggregate	capital expenditures	of	approximately	$13	million	to	$17	million,	of	which,	$3	million	to	$5	million	will	be	made	in	2016.	We	currently	expect	to	achieve	annualized savings	of	$12	million	to	$16	million	once	the	plan	is	fully	implemented,	and	currently	expect	to	realize	plan-related	savings	beginning	in	2017.	See	Note 19	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information.

For	a	discussion	of	our	ongoing	restructuring	programs,	see	"Restructuring	and	other	impairment	charges"	under	"Results	of	Operations"	below.

During	2015,	we	completed	several	acquisitions	of	businesses	that	complement	our	anesthesia,	surgical	and	vascular	product	portfolios,	as	well	as our	Asia	segment.	In	2014,	we	completed	acquisitions	of	businesses	to	complement	our	Asia	segment	and	our	surgical	product	portfolio.	The	total	fair value	of	consideration	for	the	2015	and	2014	acquisitions	was	$96.5	million	and	$66.3	million,	respectively.	See	Note	3	to	the	consolidated	financial statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information	regarding	the	acquisitions.

# Change	in	Reporting	Segments

Effective	April	1,	2015,	we	reorganized	certain	of	our	businesses	to	better	leverage	our	resources.	As	a	result,	we	realigned	our	operating	segments. Specifically,	the	Anesthesia/Respiratory	North	America	operating	segment	was	divided	into	two	operating	segments,	Anesthesia	North	America	and Respiratory	North	America.	Additionally,	the	businesses	comprising	the	former	Specialty	operating	segment	(which	was	not	a	reportable	segment	and, therefore,	was	included	in	the	"All	other"	category	in	the	presentation	of	segment	information)	were	transferred	to	the	Anesthesia	North	America,	Vascular North	America	and	Respiratory	North	America	operating	segments.	As	a	result	of	the	operating	segment	changes	described	above,	we	have	the	following six	reportable	operating	segments:	Vascular	North	America,	Anesthesia	North	America,	Surgical	North	America,	EMEA,	Asia	and	OEM.	In	connection with	the	presentation	of	segment	information,	we	will	continue	to	present	certain	operating	segments,	which,	effective	April	1,	2015,	include,	among others,	the	Respiratory	North	America	operating	segment,	in	the	"All	other"	category.	All	prior	comparative	periods	have	been	restated	to	reflect	these changes.	Additionally,	because	this	change	affected	our	reporting	units,	we	performed	goodwill	impairment	analyses	as	of	the	April	1,	2015	effective	date for	 the	new	reporting	units	by	comparing	 the	 fair	value	of	 the	reporting	units,	 including	goodwill,	 to	 their	carrying	values.	The	 impairment	analyses performed	included	the	reallocation	of	the	goodwill	balances	among	the	reporting	units	to	reflect	the	changes	described	above.	We	did	not	record	any goodwill	impairment	charges	as	a	result	of	these	analyses.

# Health	Care	Reform

In	2010,	the	Patient	Protection	and	Affordable	Care	Act	(as	amended,	the	"Affordable	Care	Act")	was	signed	into	law.	The	legislation	is	far-reaching and	 is	 intended	 to	 expand	 access	 to	 health	 insurance	 coverage	 and	 improve	 the	 quality	 and	 reduce	 the	 costs	 of	 healthcare.	 For	 medical	 device companies	such	as	Teleflex,	the	expansion	of	medical	insurance	coverage	should	lead	to	greater	utilization	of	the	products	we	manufacture,	but	the provisions	of	the	legislation	designed	to	contain	the	cost	of	healthcare	could	negatively	affect	pricing	of	our	products	and	encourages	patient	outcome driven	results.	The	overall	impact	of	the	Affordable	Care	Act	on	our	business	is	yet	to	be	determined,	mainly	due	to	uncertainties	around	future	customer behaviors,	which	we	believe	will	be	affected	by	reimbursement	factors	such	as	insurance	coverage,	statistics,	patient	outcomes	and	patient	satisfaction.

In	addition,	the	Affordable	Care	Act	imposed	a	2.3%	excise	tax	on	sales	of	medical	devices,	beginning	in	2013.	For	the	years	ended	 December	31, 2015,	2014	and	2013,	we	recorded	medical	device	excise	taxes	of	 $10.2	million,	$12.7	million	 and	$11.5	million,	respectively,	which	is	included	are selling,	general	and	administrative	expenses.	As	a	result	of	the	enactment	of	the	Consolidated	Appropriations	Act	of	2016,	the	excise	tax	has	been suspended	for	2016	and	2017.

# Global	Economic	Conditions

Global	 economic	 conditions	 in	 recent	 years	 have	 had	 adverse	 impacts	 on	 market	 activities	 including,	 among	 other	 things,	 failure	 of	 financial institutions,	falling	asset	values,	diminished	liquidity,	reduced	demand	for	products	and	services	and	significant	fluctuations	in	foreign	currency	exchange rates.	In	response,	we	adjusted	production	levels	and	engaged	in	new	restructuring	activities.	We	continue	to	review	and	evaluate	our	manufacturing, warehousing	and	distribution	processes	to	maximize	efficiencies	through	the	elimination	of	redundancies	in	our	operations	and	the	consolidation	of facilities.	Although,	on	a	consolidated	basis,	the	consequences	of	economic	conditions,	other	than	fluctuations	in	foreign	currency	exchange	rates,	did	not have	a	significant	adverse	impact	on	our	financial	position,	results	of	operations	or	liquidity,	healthcare	policies	and	practice	trends	vary	by	country,	and the	impact	of	the	global	economic	downturn	was	felt	to	varying	degrees	in	each	of	our	regional	markets	over	the	last	several	years.	The	continuation	of the	present	broad	economic	trends	of	weak	economic	growth,	constricted	credit,	public	sector	austerity	measures	in	response	to	public	budget	deficits and	foreign	currency	volatility,	particularly	the	euro,	could	have	a	material	adverse	effect	on	our	results	of	operations	and	our	liquidity.

In	recent	years,	hospitals	in	some	regions	of	the	United	States	experienced	a	decline	in	admissions,	a	weaker	payor	mix,	and	a	reduction	in	elective procedures.		Consequently,	hospitals	took	actions	to	reduce	their	costs,	including	limiting	their	capital	spending.	More	recently,	the	economic	environment has	improved	somewhat,	but	has	not	returned	to	pre-recession	levels,	and	challenges	persist,	particularly	in	some	European	countries,	as	discussed below.	Approximately	95%	of	our	net	revenues	come	from	single-use	products	primarily	used	in	critical	care	and	surgical	applications,	and	our	sales volume	could	be	negatively	impacted	if	hospital	admission	rates	or	payor	mix	change.	Conversely,	our	sales	volume	could	be	positively	impacted	due	to increases	in	the	number	of	insured	individuals	as	a	result	of	the	Affordable	Care	Act,	which	has	had	the	effect	of	facilitating	medical	insurance	coverage for	many	persons	who	previously	were	not	covered.

Europe	continues	to	contend	with	considerable	government	debt	and	annual	deficits,	high	levels	of	unemployment	and	the	risk	of	deflation.	These factors	have	resulted	in	austerity	programs	that	have	affected	the	healthcare	sector	in	a	number	of	European	countries	resulting	in	delays	in	elective surgeries.	It	is	likely	that	funding	for	publicly	funded	healthcare	institutions	will	continue	to	be	affected	if	governments	make	further	spending	adjustments and	enact	healthcare	reform	measures	to	lower	overall	healthcare	costs.	The	public	healthcare	systems	in	certain	countries	in	Western	Europe,	most notably	Greece,	Spain,	Portugal	and	 Italy,	have	experienced	significantly	reduced	 liquidity	due	 to	recessionary	conditions,	which	has	resulted	 in	 a slowdown	in	payments	to	us.	The	slowdown	has	continued	to	affect	the	timing	of	collections	from	these	customers.

In	Asia,	governments	are	making	additional	efforts	to	manage	the	cost	of	healthcare,	as	economic	conditions	weaken	somewhat	in	the	region	as	a result	of	slowing	growth	rates	in	China.	We	are	experiencing	an	increasing	trend	of	government	driven	price	management	and	reimbursement	controls, particularly	in	China,	Japan	and	Indonesia.	In	China,	there	is	also	a	governmental	initiative	to	help	local	manufacturers	access	a	bigger	share	of	the	local market.	Moreover,	many	countries,	including	China,	have	become	more	proactive	with	respect	to	regulatory	requirements,	and	as	a	result,	we	expect longer,	more	costly,	and	more	complicated,	regulatory	approval	processes	in	these	countries.

In	Latin	America,	some	highly	regulated	economies	such	as	Argentina	and	Venezuela	have	experienced	unusually	high	inflation	rates	and	weakening currencies.	This	has	impacted	the	budgets	of	the	public	healthcare	systems	resulting	in	delays	in	the	importation	of	medical	devices.	Although	Latin America	does	not	represent	a	significant	portion	of	our	business,	our	operations	in	this	region	may	be	adversely	affected	by	these	factors.

# Results	of	Operations

As	used	in	this	discussion,	"new	products"	are	products	that	we	have	sold	for	36	months	or	less,	and	"existing	products"	are	products	that	we	have sold	for	more	than	36	months.	Discussion	of	results	of	operations	items	that	reference	the	effect	of	one	or	more	acquired	businesses	(except	as	noted below	with	respect	to	acquired	distributors)	generally	reflects	the	impact	of	the	acquisitions	within	the	first	12	months	following	the	date	of	the	acquisition. In	addition	to	increases	and	decreases	in	the	per	unit	selling	prices	of	our	products	to	our	customers,	our	discussion	of	the	impact	of	product	price increases	and	decreases	also	reflects,	for	the	first	12	months	following	the	acquisition	of	a	distributor,	the	impact	on	the	pricing	of	our	products	resulting from	the	elimination	of	the	distributor	from	the	sales	channel.	To	the	extent	an	acquired	distributor	had	pre-acquisition	sales	of	products	other	than	ours, the	 impact	 of	 the	 post-acquisition	 sales	 of	 those	 products	 on	 our	 results	 of	 operations	 is	 included	 within	 our	 discussion	 of	 the	 impact	 of	 acquired businesses.

# Revenues

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tmillions) |  |
| Net\tRevenues | $1,809.7 | $1,839.8 | $1,696.3 |

Net	revenues	for	the	year	ended	December	31,	2015	decreased	 1.6%,	 or	$30.1	million,	compared	 to	 the	prior	year.	The	decrease	is	primarily attributable	to	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$129.1	million,	primarily	in	the	EMEA	and	Asia	segments.	The	decrease	in net	revenues	was	partially	offset	by	a	net	increase	in	sales	volumes	of	existing	products	in	most	of	our	segments	of	$51.9	million,	and	a	net	increase	in new	product	sales	in	most	of	our	segments	of	$19.4	million.	In	addition,	the	decrease	was	further	offset	by	sales	by	acquired	businesses,	primarily	Human Medics	 Co.,	 Ltd.	 ("Human	 Medics"),	 a	 distributor	 of	 medical	 devices	 and	 supplies	 primarily	 in	 the	 Korean	 market,	 Mini-Lap,	 a	 developer	 of	 micro- laparoscopic	instrumentation,	Mayo	Healthcare	Pty	Limited,	("Mayo	Healthcare"),	a	distributor	of	medical	devices	and	supplies,	primarily	in	the	Australian market,	N.	Stenning	&	Co.	Pty.	Ltd.	("Stenning"),	a	distributor	of	medical	devices	and	supplies	primarily	in	the	Australian	market,	and	Truphatek	Holdings (1993)	Limited	("Truphatek"),	a	manufacturer	of	a	broad	range	of	disposable	and	reusable	laryngoscope	devices,	which	generated	$14.8	million,	and	net price	increases,	primarily	in	the	Asia	and	Surgical	North	America	segments,	which	generated	$12.8	million.

Net	revenues	for	the	year	ended	December	31,	2014	increased	 8.5%,	or	$143.5	million,	compared	to	the	prior	year.	The	increase	in	net	revenues	is primarily	attributable	to	the	businesses	acquired	during	2013	and	2014	(including	Vidacare;	Mayo	Healthcare;	and	Ultimate	Medical	Pty.	Ltd.	and	its affiliates	(collectively,	"Ultimate"),	a	supplier	of	airway	management	devices),	which	generated	net	revenues	of	$98.6	million,	including	$79.9	million, $16.6	million	and	$2.2	million	generated	by	Vidacare,	Mayo	Healthcare	and	Ultimate,	respectively.	Net	revenues	further	benefited	from	price	increases	of $23.9	million,	primarily	in	the	Asia,	EMEA	and	Surgical	North	America	segments,	new	product	sales	of	$14.8	million	across	most	of	our	segments,	and	a net	increase	in	sales	volumes	of	existing	products	of	$12.3	million,	primarily	in	the	OEM,	EMEA	and	Vascular	North	America	segments.	 These	increases were	partially	offset	by	the	unfavorable	impact	of	foreign	currency	exchange	rates	of	$6.2	million,	lower	sales	volumes	in	the	Asia	segment	as	well	as	in certain	of	the	operating	segments	included	in	the	"All	other"	category,	and	price	reductions	in	the	OEM	segment.

# Gross	profit

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tmillions) |  |
| Gross\tprofit | $944.4 | $942.4 | $838.9 |
| Percentage\tof\trevenues | 52.2% | 51.2% | 49.5% |

For	the	year	ended	December	31,	2015,	gross	profit	as	a	percentage	of	revenues	increased	100	basis	points,	or	2.0%,	compared	to	the	prior	year. The	increase	in	gross	margin	is	primarily	attributable	to	the	70	basis	point	impact	of	a	net	increase	in	sales	of	higher	margin	products,	primarily	in	the Surgical	North	America	and	OEM	segments,	the	60	basis	point	impact	of	a	net	increase	in	sales	volumes	of	existing	products,	primarily	in	the	Vascular North	America,	EMEA	and	Asia	segments	and	 the	30	basis	point	 impact	of	net	price	 increases,	primarily	 in	 the	Asia	and	Surgical	North	America segments.	Gross	margin	was	negatively	impacted	by	the	80	basis	point	impact	of	net	unfavorable	fluctuations	in	foreign	currency	exchange	rates	and costs	associated	with	product	recalls	and	quality	issues	first	identified	during	the	second	quarter	2015	partially	offset	by	lower	manufacturing	costs resulting	from	cost	improvement	initiatives.

For	the	year	ended	December	31,	2014,	gross	profit	as	a	percentage	of	revenues	increased	170	basis	points,	or	3.4%,	compared	to	the	prior	year. The	increase	in	gross	margin	is	primarily	due	to	increased	sales	from	higher	margin	Vidacare	products,	margin	increases	in	Asia	resulting	from	sales	of Mayo	Healthcare	products,	price	increases	in	Asia,	EMEA	and	Surgical	North	America,	and	increased	sales	of	higher	margin	products,	primarily	in	the EMEA	 and	 certain	of	the	operating	segments	included	in	the	"All	other"	category.	These	improvements	in	gross	profit	were	partially	offset	by	costs associated	with	the	2014	Manufacturing	footprint	realignment	plan,	an	increase	in	logistics	and	distribution	costs	and	the	net	unfavorable	impact	of	foreign currency	exchange	rates.

# Selling,	general	and	administrative

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tmillions) |  |
| Selling,\tgeneral\tand\tadministrative | $569.0 | $578.7 | $502.2 |
| Percentage\tof\trevenues | 31.4% | 31.5% | 29.6% |

Selling,	general	and	administrative	expenses	decreased	$9.7	million	during	the	year	ended	December	31,	2015	compared	to	the	prior	year.	The decrease	is	due	to	the	favorable	impact	of	foreign	currency	exchange	rate	fluctuations	of	$28.5	million	and	a	reduction	in	medical	device	excise	tax	of	$2.5 million.	These	declines	were	partially	offset	by	expenses	associated	with	the	2015	acquisitions	and	distributors-to-direct	sales	conversions	of	$11.4 million,	an	increase	in	selling	expenses	of	$5.4	million,	primarily	related	to	higher	sales	commissions,	a	reduction	in	the	benefit	resulting	from	contingent consideration	liability	reversals	of	$2.9	million	and	higher	amortization	expense	of	$2.6	million.

Selling,	general	and	administrative	expenses	increased	 $76.5	million	during	the	year	ended	December	31,	2014	compared	to	the	prior	year.	The increase	is	primarily	due	to	$35.4	million	of	expenses	associated	with	acquired	businesses,	primarily	Vidacare,	Mayo	Healthcare	and	Ultimate,	$13.8 million	of	higher	sales	expense,	primarily	related	to	an	increase	in	sales	commissions,	higher	amortization	expense	of	$10.5	million,	the	majority	of	which relates	to	the	amortization	of	Vidacare	intangibles,	$5.4	million	of	higher	general	and	administrative	costs	primarily	due	to	increases	in	employee	related expenses,	higher	depreciation	expense	of	$2.2	million,	resulting	from	a	reduction	in	the	estimated	useful	life	of	an	administrative	building	and	certain related	 assets,	 $1.7	 million	 of	 higher	 IT	 related	 costs	 primarily	 associated	 with	 the	 ongoing	 maintenance	 of	 enterprise	 resource	 planning	 software systems,	partially	offset	by	the	$3.2

million	favorable	impact	of	foreign	currency	exchange	rates	which	caused	a	reduction	of	expenses.		In	addition,	the	benefit	from	contingent	consideration reserve	reductions	for	the	year	ended	December	31,	2014	was	$4.9	million	lower	than	the	benefit	realized	in	the	year	ended	December	31,	2013.

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tmillions) |  |
| Research\tand\tdevelopment | $52.1 | $61.0 | $65.0 |
| Percentage\tof\trevenues | 2.9% | 3.3% | 3.8% |

The	 decrease	 in	 research	 and	 development	 expenses	 for	 the	 year	 ended	 December	 31,	 2015	 resulted	 from	 efficiencies	 realized	 through	 our integration	of	research	and	development	projects	commenced	by	certain	businesses	acquired	in	2013	that	were	reflected	in	research	and	development expenses	 for	 the	year	ended	December	31,	2014.	The	decrease	is	also	attributable	to	the	late	stage	technology	acquisitions	made	in	2015,	which supplement	our	organic	research	and	development	initiatives.

The	 decrease	 in	 research	 and	 development	 expenses	 for	 the	 year	 ended	 December	 31,	 2014	 resulted	 from	 efficiencies	 realized	 through	 our integration	 of	 research	 and	 development	 projects	 commenced	 by	 certain	businesses	 acquired	 in	 2012,	 including	 LMA	 International	 N.V.,	 Hotspur Technologies	and	Semprus	BioSciences	Corp,	that	were	reflected	in	research	and	development	expenses	for	the	year	ended	December	31,	2013.

# Restructuring	and	other	impairment	charges

| 2015	Restructuring	programs | $6.3 | $— | $— |
| :--- | :--- | :--- | :--- |
| 2014\tManufacturing\tfootprint\trealignment\tplan | 1.7 | 9.3 | — |
| 2014\tEuropean\trestructuring\tplan | (0.1) | 7.8 | — |
| Other\t2014\trestructuring\tprograms | — | 3.6 | — |
| 2013\tRestructuring\tprograms | (0.1) | 0.8 | 10.2 |
| LMA\trestructuring\tprogram | — | (3.3) | 12.2 |
| Other\trestructuring\tprograms\t-\tprior\tyears | — | (0.3) | 5.2 |
| Impairment\tcharges | — | — | 10.9 |
| Restructuring\tand\tother\timpairment\tcharges | $7.8 | $17.9 | $38.5 |

# 2015	Restructuring	Programs

During	2015,	we	committed	to	programs	associated	with	the	reorganization	of	certain	of	our	businesses,	as	discussed	in	Note	16	to	the	consolidated financial	statements	included	in	this	Annual	Report	on	Form	10-K,	and	shared	service	functions	as	well	as	the	consolidation	of	certain	of	our	North American	facilities.	We	estimate	that	we	will	record	aggregate	pre-tax	charges	of	$6.5	million	to	$8.0	million	related	to	these	programs,	which	represent employee	termination	benefits,	contract	termination	costs	and	facility	closure	and	other	exit	costs,	and	will	result	in	future	cash	outlays.	We	began	to realize	savings	related	to	these	plans	in	2015,	and	expect	to	achieve	annualized	savings	of	$15	million	to	$18	million	once	the	restructuring	plans	are	fully implemented.	For	the	year	ended	December	31,	2015,	we	recorded	charges	of	$6.3	million	and	had	a	reserve	of	 $3.3	million	related	to	these	programs.

# 2014	Manufacturing	Footprint	Realignment	Plan

In	April	 2014,	 our	 Board	 of	 Directors	 approved	 a	 restructuring	 plan	 (the "2014	 Manufacturing	 Footprint	 Realignment	 Plan") that involves the consolidation	of	operations	and	a	related	reduction	in	workforce	at	certain	facilities,	and	the

relocation	of	manufacturing	operations	 from	certain	higher-cost	 locations	 to	existing	 lower-cost	 locations.	These	actions	commenced	 in	 the	second quarter	2014	and	are	expected	to	be	substantially	completed	by	the	end	of	2017.	We	estimate	that	we	will	incur	aggregate	pre-tax	charges	in	connection with	the	2014	Manufacturing	Footprint	Realignment	Plan	of	approximately	$37	million	to	$44	million,	of	which	we	expect	future	cash	outlays	to	constitute an	estimated	$26	million	to	$31	million.	Additionally,	we	expect	to	incur	aggregate	capital	expenditures	of	approximately	$24	million	to	$30	million	under the	restructuring	plan.	We	began	to	realize	savings	related	to	this	plan	beginning	in	2015,	and	we	expect	to	achieve	annualized	savings	of	$28	million	to $35	million	once	the	plan	is	fully	implemented.

For	 the	 year	 ended	 December	 31,	 2015,	 expenses	 related	 to	 the	 2014	 Manufacturing	 Footprint	 Realignment	 Plan	decreased	 $3.0	 million	 as compared	to	the	prior	year.	The	decrease	was	attributable	to	lower	restructuring	costs,	primarily	termination	benefits,	of	$7.6	million	(as	shown	above), which	was	partially	offset	by	an	increase	in	charges	recorded	to	cost	of	sales,	primarily	for	the	transfer	of	manufacturing	operations	from	the	existing locations	to	the	new	locations	of	$4.6	million.	In	addition,	for	the	year	ended	December	31,	2015,	we	incurred	$7.8	million	of	capital	expenditures	and	had cash	outlays	of	$10.6	million,	of	which,	$2.7	million	related	termination	benefit	payments,	associated	with	this	plan.	As	of	 December	31,	2015,	we	had	a reserve	of	$7.4	million	in	connection	with	this	plan,	the	majority	of	which	is	recorded	as	a	current	liability.

# 2014	European	Restructuring	Plan

In	2014,	we	committed	to	a	restructuring	plan	(the	"2014	European	Restructuring	Plan"),	which	impacts	certain	administrative	functions	in	Europe	and involves	the	consolidation	of	operations	and	a	related	reduction	in	workforce	at	certain	of	our	European	facilities.	As	of	December	31,	2015,	we	incurred net	aggregate	restructuring	expenses	of	$7.7	million	in	connection	with	the	2014	European	Restructuring	Plan.	We	expect	to	complete	this	plan	in	2016.

# Other	2014	Restructuring	Programs

In	June	2014,	we	initiated	programs	to	consolidate	locations	in	Australia	and	terminate	certain	European	distributor	agreements	in	an	effort	to	reduce costs.	As	of	December	31,	2015	we	 incurred	aggregate	restructuring	charges	of	$3.6	million	as	a	result	of	 these	actions.	These	programs	 include employee	termination	benefits,	contract	termination	costs	and	other	exit	costs.	We	completed	these	programs	in	2015.

In	2013,	we	initiated	restructuring	programs	to	consolidate	administrative	and	manufacturing	facilities	in	North	America	and	warehouse	facilities	in Europe	and	 terminate	certain	European	distributor	agreements	 in	an	effort	 to	reduce	costs.	As	of	December	31,	2015,	we	 incurred	net	aggregate restructuring	charges	of	$10.9	million.	Of	this	amount,	$5.3	million	relates	to	employee	termination	costs,	$3.5	million	relates	to	termination	of	certain distributor	agreements	and	$2.1	million	relates	to	facility	closure	and	other	exit	costs.	We	completed	these	programs	in	2015.

# LMA	Restructuring	Program

In	connection	with	the	acquisition	of	substantially	all	of	the	assets	of	LMA	International	N.V.	(the	"LMA	business")	in	2012,	we	commenced	a	program related	to	the	integration	of	the	LMA	business	with	our	other	businesses.	The	program	focused	on	the	closure	of	the	LMA	business'	corporate	functions and	the	consolidation	of	manufacturing,	sales,	marketing,	and	distribution	functions	in	North	America,	Europe	and	Asia.	As	a	result	of	these	actions,	we incurred	net	aggregate	restructuring	charges	of	$11.3	million	as	of	December	31,	2015.	Of	this	amount,	 $5.5	million	related	to	employee	termination costs,	$4.9	million	related	to	termination	of	certain	distributor	agreements	and	 $0.9	million	related	to	facility	closure	and	other	costs.

For	the	year	ended	December	31,	2014,	we	recorded	a	net	credit	of	$3.3	million	primarily	resulting	from	the	reversal	of	contract	termination	costs due	to	the	favorable	settlement	of	a	terminated	distributor	agreement.	We	completed	this	program	in	2015.

# Other	Restructuring	Programs	-	Prior	Years

For	 the	 year	 ended	 December	 31,	 2013,	 we	 recorded	 restructuring	 charges	 of	 $5.2	 million,	 which	 were	 primarily	 attributable	 to	 our	 2012 Restructuring	Program.	This	program	was	initiated	in	2012	to	improve	the	effectiveness	of	our	supply	chain	by	consolidating	our	three	North	American warehouses	 into	 one	 centralized	 warehouse,	 and	 to	 lower	 costs	 and	 improve	 operating	 efficiencies	 through	 the	 termination	 of	 certain	 distributor agreements	in	Europe,	the	closure	of	certain	North	American	facilities	and	workforce	reductions.	As	of	December	31,	2015,	we	incurred	aggregate restructuring	charges	of	$6.3	million	under	this	program,	all	of	which	were	incurred	prior	to	2015.	As	of	December	31,

2015,	we	had	a	reserve	of	$0.5	million	related	to	the	2012	Restructuring	Program.	We	expect	to	complete	the	program	in	2016.

# Impairment	Charges

There	were	no	impairment	charges	for	the	years	ended	December	31,	2015	or	2014.

In	2013,	we	recorded	$7.3	million	of	in-process	research	and	development	("IPR&D")	charges	and	$3.5	million	in	impairment	charges	related	to assets	held	for	sale	that	had	a	carrying	value	in	excess	of	their	appraised	fair	value.	There	were	no	impairment	charges	in	the	years	ended	December 31,	2015	or	2014.

For	additional	information	regarding	our	restructuring	programs	and	impairment	charges,	see	 Note	4	to	the	consolidated	financial	statements	included in	this	Annual	Report	on	Form	10-K.

# Interest	expense

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tmillions) |  |
| Interest\texpense | $61.3 | $65.5 | $56.9 |
| Average\tinterest\trate\ton\tdebt\tduring\tthe\tyear | 3.84% | 4.10% | 3.92% |

The	decrease	in	interest	expense	for	the	year	ended	December	31,	2015	compared	to	the	prior	year	reflects	the	benefit	of	the	redemption,	on	June	1, 2015,	of	our	6.875%	Senior	Subordinated	Notes	due	2019,	which	had	a	fixed	interest	rate.	Proceeds	from	our	revolving	credit	facility,	which	bear	a	lower variable	interest	rate,	were	utilized	to	redeem	the	2019	Notes.

The	increase	in	interest	expense	for	the	year	ended	December	31,	2014	compared	to	the	prior	year	was	the	result	of	an	increase	of	$96	million	in average	outstanding	debt	and	an	increase	of	18	basis	points	in	the	average	interest	rate	on	outstanding	debt	during	2014.

# Loss	on	extinguishment	of	debt

On	June	1,	2015,	we	prepaid	the	$250	million	aggregate	outstanding	principal	amount	under	our	6.875%	Senior	Subordinated	Notes	due	2019	(the "2019	Notes").	In	addition	to	our	prepayment	of	principal,	we	paid	to	the	holders	of	the	2019	Notes	an	$8.6	million	prepayment	make-whole	amount	plus accrued	and	unpaid	interest.	We	recorded	the	prepayment	make-whole	amount	and	a	$1.9	million	write-off	of	unamortized	debt	issuance	costs	as	a	loss on	extinguishment	of	debt.

During	2013,	we	refinanced	our	$775	million	senior	credit	facility,	which	was	comprised	of	a	$375	million	term	loan	and	a	$400	million	revolving	credit facility,	with	a	new	$850	million	senior	credit	facility	consisting	solely	of	a	revolving	credit	facility.	In	connection	with	the	refinancing,	we	recognized	debt extinguishment	costs	of	$1.3	million	related	to	unamortized	debt	issuance	costs	resulting	from	the	early	repayment	of	the	$375	million	term	loan.

# Taxes	on	income	from	continuing	operations

    The	effective	income	tax	rate	in	2015	was	3.2%	compared	to	13.0%	in	2014.	Taxes	on	income	from	continuing	operations	in	2015	were $7.8	million compared	to	$28.7	million	in	2014.	The	effective	tax	rate	for	2015	was	impacted	by	a	tax	benefit	associated	with	U.S.	federal	tax	return	filings,	a	benefit associated	with	legislative	tax	rate	changes,	a	benefit	resulting	from	a	reduction	in	our	U.S.	reserves	as	a	result	of	the	conclusion	of	an	audit	and	a benefit	associated

with	a	reduction	in	the	estimated	deferred	tax	with	respect	to	non-permanently	reinvested	income	due	to	an	increase	in	the	estimated	foreign	tax	credits available	to	reduce	the	U.S.	tax	on	a	future	repatriation.

The	effective	income	tax	rate	in	2014	was	13.0%	compared	to	13.4%	in	2013.	Taxes	on	income	from	continuing	operations	in	2014	were $28.7 million	 compared	 to	$23.5	million	 in	2013.	The	effective	 income	 tax	rate	 for	2014	was	 impacted	by	a	benefit	 from	a	shift	 in	 the	mix	of	 income	 to jurisdictions	with	lower	statutory	tax	rates,	tax	benefits	associated	with	U.S.	federal	tax	return	filings	and,	although	to	a	lesser	extent	than	in	2013,	the realization	of	net	tax	benefits	resulting	from	the	expiration	of	statutes	of	limitation	for	U.S.	state	and	foreign	matters.

# Segment	Results

# Segment	Net	Revenues

|  |  | Year	Ended	December	31 |  | %	Increase/(Decrease) | %	Increase/(Decrease) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2013 | 2015\tvs\t2014 | 2014\tvs\t2013 |
|  |  | (Dollars\tin\tmillions) |  |  |  |
| Vascular\tNorth\tAmerica | $334.9 | $311.1 | $272.3 | 7.6 | 14.2 |
| Anesthesia\tNorth\tAmerica | 189.2 | 183.9 | 155.8 | 2.9 | 18.0 |
| Surgical\tNorth\tAmerica | 161.3 | 150.1 | 146.1 | 7.4 | 2.8 |
| EMEA | 514.5 | 593.1 | 557.4 | (13.3) | 6.4 |
| Asia | 241.7 | 237.7 | 207.2 | 1.7 | 14.7 |
| OEM | 149.4 | 144.0 | 131.2 | 3.8 | 9.8 |
| All\tother | 218.7 | 219.9 | 226.3 | (0.6) | (2.8) |
| Segment\tNet\tRevenues | $1,809.7 | $1,839.8 | $1,696.3 | (1.6) | 8.5 |

# Segment	Operating	Profit

|  |  | Year	Ended	December	31, |  | %	Increase/(Decrease) | %	Increase/(Decrease) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2013 | 2015\tvs\t2014 | 2014\tvs\t2013 |
|  |  | (Dollars\tin\tmillions) |  |  |  |
| Vascular\tNorth\tAmerica | $73.3 | $53.8 | $28.8 | 36.2 | 86.8 |
| Anesthesia\tNorth\tAmerica | 48.3 | 34.6 | 19.5 | 39.8 | 77.4 |
| Surgical\tNorth\tAmerica | 52.5 | 49.6 | 50.4 | 5.9 | (1.5) |
| EMEA | 92.3 | 114.6 | 87.9 | (19.5) | 30.4 |
| Asia | 67.9 | 62.2 | 63.8 | 9.2 | (2.6) |
| OEM | 33.2 | 30.6 | 27.3 | 8.2 | 12.1 |
| All\tother | 20.4 | 19.8 | 24.6 | 3.0 | (19.5) |
| Segment\tOperating\tProfit(1) | $387.9 | $365.2 | $302.3 | 6.2 | 20.8 |

(1) See	Note	16	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	a	reconciliation	of	segment	operating	profit	to	our	consolidated	income from	continuing	operations	before	interest,	loss	on	extinguishment	of	debt	and	taxes.

# Vascular	North	America

Vascular	North	America	net	revenues	for	the	year	ended	December	31,	2015	increased	$ 23.8	million,	or	7.6%,	compared	to	the	prior	year.	The increase	is	primarily	attributable	to	an	increase	in	sales	volumes	of	existing	products	of	$26.9	million,	which	was	partially	offset	by	unfavorable	fluctuations in	foreign	currency	exchange	rates	of	$1.9	million	and	a	reduction	in	new	product	sales	of	$1.5	million.

Vascular	North	America	operating	profit	for	the	year	ended	December	31,	2015	increased	$ 19.5	million,	or	36.2%,	compared	to	the	prior	year.	The increase	is	primarily	attributable	to	the	$17.2	million	impact	of	increased	sales	volumes

of	existing	products,	a	$2.3	million	reduction	with	respect	to	the	medical	excise	 tax,	a	$2.6	million	reduction	 in	manufacturing	costs,	a	$2.1	million reduction	 in	research	and	development	costs,	 including	employee	related	costs,	and	 the	 impact	of	 increased	sales	of	higher	margin	products.	The increases	to	operating	profit	were	partially	offset	by	a	$4.2	million	net	increase	in	non-research	and	development	employee	related	costs,	including	higher sales	commissions	and	healthcare	benefits,	net	of	restructuring	savings	and	unfavorable	fluctuations	in	foreign	currency	exchange	rates.

# Anesthesia	North	America

Anesthesia	North	America	net	revenues	for	the	year	ended	December	31,	2015	increased	$ 5.3	million,	or	2.9%,	compared	to	the	prior	year.	The increase	is	primarily	attributable	to	an	increase	in	sales	volumes	of	existing	products	of	$3.9	million	and	an	increase	in	new	product	sales	of	$2.7	million, which	were	partially	offset	by	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$1.1	million.

Anesthesia	North	America	operating	profit	for	the	year	ended	December	31,	2015	increased	$ 13.7	million,	or	39.8%,	compared	to	the	prior	year.	The increase	is	primarily	attributable	to	a	$7.5	million	net	decrease	in	selling,	general	and	administrative	expenses,	which	was	primarily	the	result	of	lower amortization,	selling	and	regulatory	expenses,	the	$2.3	million	impact	of	an	increase	in	sales	volumes	of	existing	products,	a	$1.4	million	reduction	in manufacturing	costs	and	the	$1.4	million	impact	of	an	increase	in	new	product	sales.

# Surgical	North	America

Surgical	North	America	net	revenues	for	the	year	ended	December	31,	2015	increased	$ 11.2	million,	 or	7.4%,	compared	to	the	prior	year.	The increase	is	primarily	attributable	to	net	revenues	generated	by	Mini-Lap	products	of	$4.3	million,	an	increase	in	new	product	sales	of	$4.3	million	and	price increases	of	$3.9	million.	The	increase	in	net	revenues	was	partially	offset	by	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$2.0	million.

Surgical	North	America	operating	profit	for	the	year	ended	December	31,	2015	increased	$ 2.9	million,	or	5.9%,	compared	to	2014.	The	increase	is primarily	attributable	to	the	$3.9	million	impact	of	price	increases,	the	$3.1	million	impact	of	increased	sales	of	higher	margin	products,	the	impact	of	an increase	in	new	product	sales	and	income	generated	by	Mini-Lap.	These	increases	were	partially	offset	by	higher	selling,	general	and	administrative expenses,	which	was	primarily	caused	by	a	$5.6	million	increase	in	amortization	expense	that	resulted	from	the	commencement	of	amortization	of	certain intellectual	property	assets	and	a	$1.6	million	increase	in	employee	related	costs.

EMEA	net	revenues	for	the	year	ended	December	31,	2015	decreased	$ 78.6	million,	or	13.3%,	compared	to	the	prior	year.	The	decrease	is	primarily attributable	to	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$91.4	million	and	price	decreases	of	$1.6	million.	The	decrease	in	net revenues	was	partially	offset	by	an	increase	in	sales	volumes	of	existing	products	of	$8.4	million,	an	increase	in	new	product	sales	of	$4.7	million	and	net revenues	generated	by	acquired	businesses,	primarily	Truphatek,	of	$1.2	million.

EMEA	operating	profit	for	the	year	ended	December	31,	2015	decreased	$ 22.3	million,	 or	19.5%,	compared	 to	 the	prior	year.	The	decrease	is primarily	attributable	to	the	$25.8	million	impact	of	unfavorable	fluctuations	in	foreign	currency	exchange	rates,	a	$7.8	million	increase	in	raw	material costs	due	to	United	States	dollar	sourced	raw	materials,	an	increase	in	marketing	expenses,	primarily	related	to	clinical	education	activities,	and	price decreases,	partially	offset	by	the	$6.9	million	impact	of	an	increase	in	sales	volumes	of	existing	products,	a	$3.3	million	reduction	in	research	and development	expenses,	the	impact	of	an	increase	in	new	product	sales	and	increased	sales	of	higher	margin	products.

Asia	net	revenues	for	the	year	ended	December	31,	2015	increased	$ 4.0	million,	or	1.7%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	prices	increases	of	$9.7	million,	an	increase	in	sales	volumes	of	existing	products	of	$7.6	million,	net	revenues	generated	by	acquired businesses,	including	Human	Medics,	Mayo	Healthcare,	Truphatek	and	Stenning,	of	$8.4	million	and	an	increase	in	new	product	sales	of	$2.2	million.	The increase	in	net	revenues	was	partially	offset	by	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$23.8	million.	We	continue	to	monitor	the inventory	levels	at	some	of	our	Asian	distributors,	particularly	in	China,	due	to	a	recent	decline	in	their	sales	to	third	parties,	which	could	adversely	impact our	future	results.

Asia	operating	profit	for	the	year	ended	December	31,	2015	increased	$ 5.7	million,	or	9.2%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	the	$9.7	million	impact	of	price	increases,	the	$7.6	million	impact	of	increase	in	sales	volumes	of	existing	products,	the	$4.5	million	impact of	income	generated	by	the	businesses	acquired	in	2015,	the	impact	of	increased	sales	of	higher	margin	products	and	the	impact	of	an	increase	in	new product	sales.	These	increases	were	partially	offset	by	the	$14.4	million	impact	of	unfavorable	fluctuations	in	foreign	currency	exchange	rates,	$3.1	million in	expenses	associated	with	distributor-to-direct	sales	conversions	and	higher	logistics	and	distribution	costs.

OEM	net	revenues	for	the	year	ended	December	31,	2015	increased	$ 5.4	million,	or	3.8%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	an	increase	in	sales	volumes	of	existing	products	of	$5.6	million,	an	increase	in	new	product	sales	of	$3.8	million	and	net	revenues generated	by	the	acquisition	of	Trintris,	which	were	partially	offset	by	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$4.6	million.

OEM	operating	profit	for	the	year	ended	December	31,	2015	increased	$ 2.6	million,	or	8.2%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	the	$3.1	million	impact	of	an	increase	in	sales	of	higher	margin	products,	the	$2.8	million	impact	of	increases	in	sales	volumes	of	existing products	and	an	increase	in	new	product	sales	of	$1.9	million,	which	were	partially	offset	by	a	$1.9	million	increase	in	selling	expenses,	the	$1.2	million impact	of	unfavorable	fluctuations	in	foreign	currency	exchange	rates	and	an	increase	in	research	and	development	expenses.

# All	other

Net	revenues	for	the	other	businesses	for	the	year	ended	December	31,	2015	decreased	$ 1.2	million,	or	0.6%,	compared	to	the	prior	year.	The decrease	was	primarily	attributable	to	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$4.2	million	and	a	decrease	in	sales	volumes	of existing	products	of	$1.0	million,	which	were	partially	offset	by	an	increase	in	new	product	sales	of	$3.2	million.

Operating	profit	for	the	other	businesses	for	the	year	ended	December	31,	2015	increased	$ 0.6	million,	or	3.0%,	compared	to	the	prior	year.	The increase	in	operating	profit	is	primarily	attributable	to	lower	research	and	development	expense,	the	impact	of	an	increase	in	new	product	sales	and	sales of	higher	margin	products	and	reduced	manufacturing	costs.	These	increases	were	partially	offset	by	a	reduction	in	the	benefit	resulting	from	contingent consideration	liability	reversals	and	the	unfavorable	impact	of	foreign	currency	exchange	rate	fluctuations.

Vascular	North	America	net	revenues	for	the	year	ended	December	31,	2014	increased	$38.8	million,	or	 14.2%,	compared	to	the	prior	year.	The increase	was	primarily	due	to	Vidacare	product	sales	of	$33.0	million,	an	increase	in	sales	volumes	of	existing	products	of	$3.2	million,	an	increase	in new	product	sales	of	$2.6	million	and	price	increases	of	$1.0	million.

Vascular	North	America	operating	profit	for	the	year	ended	December	31,	2014	increased	$25.0	million,	or	 86.8%,	compared	to	the	prior	year.	The increase	was	primarily	due	to	operating	profit	generated	by	Vidacare	product	sales	and	to	a	lesser	extent,	the	impact	of	an	increase	in	sales	volumes	of existing	products,	an	increase	in	sales	of	higher	margin	products,	an	increase	in	new	product	sales	and	lower	research	and	development	expenses, which	were	partially	offset	by	higher	selling	expenses	as	well	as	other	general	and	administrative	expenses.

Anesthesia	North	America	net	revenues	for	the	year	ended	December	31,	2014	increased	$28.1	million,	or	 18.0%,	compared	to	the	prior	year.	The increase	was	primarily	due	to	Vidacare	product	sales	of	$25.7	million	and	an	increase	in	new	product	sales	of	$2.4	million.

Anesthesia	North	America	operating	profit	for	the	year	ended	December	31,	2014	increased	$15.1	million,	or	 77.4%,	compared	to	the	prior	year.	The increase	was	primarily	due	to	operating	profit	generated	by	Vidacare	product	sales	and,	to	a	lesser	extent,	by	lower	manufacturing	costs,	partially	offset by	a	decrease	in	sales	of	higher	margin	products.

Surgical	North	America	net	revenues	for	the	year	ended	December	31,	2014	increased	$4.0	million,	or	 2.8%,	compared	to	the	prior	year.	The increase	is	primarily	attributable	to	price	increases	of	$3.4	million	as	well	as	increased	sales	volumes	of	existing	products	and	new	product	sales,	partially offset	by	unfavorable	fluctuations	in	foreign	currency	exchange	rates	of	$1.0	million.

Surgical	North	America	operating	profit	for	the	year	ended	December	31,	2014	decreased	$0.8	million,	or	 1.5%,	compared	to	the	prior	year.	The decrease	is	primarily	due	to	higher	marketing	and	sales	expenses	and	a	lower	benefit	from	reductions	in	contingent	consideration,	partially	offset	by	price increases,	increased	sales	of	higher	margin	products	and	lower	manufacturing	costs.

EMEA	net	revenues	for	the	year	ended	December	31,	2014	increased	$35.7	million,	or	 6.4%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	Vidacare	product	sales	of	$18.4	million,	increases	in	sales	volumes	of	existing	products	of	$7.1	million,	new	product	sales	of	$4.6	million, the	favorable	impact	of	distributor-to-direct	sales	conversions	of	$3.7	million	and	the	favorable	impact	of	foreign	currency	exchange	rate	fluctuations	of $1.8	million.

EMEA	segment	operating	profit	for	the	year	ended	December	31,	2014	increased	$26.7	million,	or	 30.4%,	compared	to	the	prior	year.	The	increase is	primarily	attributable	to	higher	margin	Vidacare	product	sales,	lower	manufacturing	costs,	higher	sales	volume	of	existing	products,	sales	margin increases	resulting	from	our	distributor-to-direct	sales	conversions	in	several	countries,	increased	sales	of	higher	margin	new	and	existing	products,	lower research	and	development	and	marketing	expenses	resulting	from	the	2014	European	Restructuring	Plan	and	the	favorable	impact	of	foreign	currency exchange	rates,	which	were	partially	offset	by	higher	information	technology	and	general	and	administrative	expenses.

Asia	net	revenues	for	the	year	ended	December	31,	2014	increased	$30.5	million,	or	 14.7%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	new	revenues	generated	from	recently	acquired	businesses,	including	$16.6	million,	$2.2	million	and	$2.0	million	generated	by	sales	of Mayo	Healthcare,	Vidacare	and	Ultimate	products,	respectively.	The	increase	in	net	revenues	also	reflects	price	increases	of	$16.8	million,	primarily related	to	our	distributor-to-direct	sales	conversions	and	new	product	sales	of	$1.5	million.	These	increases	in	net	revenues	were	partially	offset	by	a	$5.2 million	decline	in	sales	volume	of	existing	products,	and	unfavorable	foreign	exchange	rate	fluctuations	of	$3.8	million.

Asia	operating	profit	for	the	year	ended	December	31,	2014	decreased	$1.6	million,	or	 2.6%,	compared	to	the	prior	year.	The	decrease	is	primarily attributable	 to	higher	marketing	and	general	and	administrative	expenses,	principally	due	 to	an	 increase	 in	personnel	 to	support	growth	within	 the segment	 and	 lower	 sales	 volume	 of	 existing	 products,	 higher	 manufacturing	 costs	 and	 the	 unfavorable	 impact	 of	 foreign	 currency	 exchange	 rate fluctuations,	partially	offset	by	operating	profit	generated	by	the	acquired	businesses	including	Mayo	Healthcare,	Ultimate	and	Vidacare,	price	increases and	increased	sales	of	higher	margin	products.

OEM	net	revenues	for	the	year	ended	December	31,	2014	increased	$12.8	million,	or	 9.8%,	compared	to	the	prior	year.	The	increase	is	primarily attributable	to	increased	sales	volumes	of	existing	products	of	$14.8	million,	which	was	partially	offset	by	price	decreases	of	$2.8	million.

OEM	segment	operating	profit	for	the	year	ended	December	31,	2014	increased	$3.3	million,	or	 12.1%,	compared	to	the	prior	year.	The	increase	is primarily	attributable	to	higher	sales	volume	of	existing	products	and	lower	manufacturing	costs,	partially	offset	by	price	reductions,	lower	sales	of	higher margin	existing	products	and	higher	general	and	administrative	expenses.

Net	revenues	for	the	other	businesses	for	the	year	ended	December	31,	2014	decreased	$6.4	million,	or	 2.8%,	compared	to	the	prior	year.	The decrease	in	net	revenues	for	our	other	businesses	for	the	year	ended	December	31,	2014	compared	to	the	prior	year	was	primarily	due	to	a	decrease	in sales	volumes	of	existing	products	and	unfavorable

fluctuations	in	foreign	currency	exchange	rates,	which	were	partially	offset	by	an	increase	in	the	sale	of	new	products	and	price	increases.

Operating	profit	for	the	other	businesses	for	the	year	ended	December	31,	2014	decreased	$4.8	million,	or	 19.5%,	compared	to	the	prior	year.	The decrease	in	operating	profit	for	our	other	businesses	for	the	year	ended	December	31,	2014	compared	to	the	prior	year	was	primarily	due	to	higher general	and	administrative	expenses	including	a	reduction	in	the	benefit	resulting	from	contingent	consideration	liability	reversals	and	an	increase	in	legal fees,	and	higher	research	and	development	expenses,	partially	offset	by	an	increase	in	sales	of	higher	margin	products	within	the	respiratory	product portfolio.

# Liquidity	and	Capital	Resources

We	assess	our	liquidity	in	terms	of	our	ability	to	generate	cash	to	fund	our	operating,	investing	and	financing	activities.	Our	principal	source	of	liquidity is	operating	cash	 flows.	 In	addition	 to	operating	cash	 flows,	other	significant	 factors	 that	affect	our	overall	management	of	 liquidity	 include:	capital expenditures,	 acquisitions,	 pension	 funding,	 dividends,	 taxes,	 scheduled	 principal	 and	 interest	 payments	 with	 respect	 to	 outstanding	 indebtedness, adequacy	of	available	bank	lines	of	credit	and	access	to	capital	markets.

We	believe	our	cash	flow	from	operations,	available	cash	and	cash	equivalents	and	borrowings	under	our	revolving	credit	and	accounts	receivable securitization	 facilities	will	enable	us	 to	 fund	our	operating	requirements,	capital	expenditures	and	debt	obligations	 for	 the	next	12	months	and	 the foreseeable	future.

Approximately	$147.4	million	of	our	$303.4	million	of	net	cash	provided	by	operating	activities	in	2015	was	generated	in	the	United	States,	and approximately	$118.6	million	of	our	$290.2	million	of	net	cash	provided	by	operating	activities	in	2014	was	generated	in	the	United	States.	Of	our $338.4 million	of	cash	and	cash	equivalents	at	December	31,	2015,	$316.0	million	was	held	at	foreign	subsidiaries.	We	manage	our	worldwide	cash	requirements by	monitoring	the	funds	available	among	our	subsidiaries	and	determining	the	extent	to	which	we	can	access	those	funds	on	a	cost	effective	basis.	We are	not	aware	of	any	restrictions	on	repatriation	of	 these	 funds	and,	subject	 to	cash	payment	of	additional	United	States	 income	 taxes	or	 foreign withholding	taxes,	these	funds	could	be	repatriated,	if	necessary.	Any	additional	taxes	could	be	offset,	at	least	in	part,	by	foreign	tax	credits.	The	amount of	any	taxes	required	to	be	paid,	which	could	be	significant,	and	the	application	of	tax	credits	would	be	determined	based	on	income	tax	laws	in	effect	at the	time	of	such	repatriation.	We	do	not	expect	any	such	repatriation	to	result	in	additional	tax	expense	because	taxes	have	been	provided	for	on unremitted	foreign	earnings	that	we	do	not	consider	permanently	reinvested.

We	have	not	experienced	significant	payment	defaults	by	our	customers	and	we	have	sufficient	lending	commitments	in	place	to	enable	us	to	fund our	anticipated	operating	needs.	However,	as	discussed	above	in	"Global	Economic	Conditions",	although	there	have	been	recent	improvements	in certain	countries,	global	financial	markets	remain	volatile	and	the	global	credit	markets	are	constrained,	which	creates	risk	 that	our	customers	and suppliers	may	be	unable	to	access	liquidity.	Consequently,	we	continue	to	monitor	our	credit	risk,	particularly	with	respect	to	customers	in	Europe.	As	of December	31,	2015	and	2014,	our	net	receivables	from	publicly	funded	hospitals	in	Italy,	Spain,	Portugal	and	Greece	were	 $37.4	million	 and	$46.9 million,	respectively.	For	the	years	ended	December	31,	2015,	2014	and	2013,	net	revenues	from	customers	in	these	countries	were	approximately	 7%, 8%	and	8%,	respectively,	of	total	net	revenues,	and	average	days	that	current	and	long-term	accounts	receivable	were	outstanding	were 204,	223	and 260	days,	respectively.	As	of	December	31,	2015	and	2014,	net	current	and	long-term	accounts	receivable	from	these	countries	were	approximately 24% and	27%,	respectively,	of	our	consolidated	net	current	and	long-term	accounts	receivable.	If	economic	conditions	in	these	countries	deteriorate,	we	may experience	significant	credit	losses	related	to	the	public	hospital	systems	in	these	countries.	Moreover,	if	global	economic	conditions	generally	deteriorate, we	may	experience	further	delays	in	customer	payments,	reductions	in	our	customers'	purchases	and	higher	credit	losses,	which	could	have	a	material adverse	effect	on	our	results	of	operations	and	cash	flows	in	2016	and	future	years.	See	"Critical	Accounting	Policies	and	Estimates"	below	for	additional information	regarding	the	critical	accounting	estimates	related	to	our	accounts	receivable.

The	aggregate	total	fair	value	of	consideration	for	the	acquisitions	we	made	in	2015	and	2014	was	 $96.5	million	and	$66.3	million,	respectively.	See Note	3	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information	regarding	our	acquisitions.

During	2015,	we	prepaid	the	$250	million	aggregate	principal	outstanding	on	our	6.875%	Senior	Subordinated	Notes	due	2019	(the	"2019	Notes"), but	increased	the	outstanding	borrowings	under	our	revolving	credit	facility	and	securitization	program	by	$196	million	and	$38.6	million,	respectively. During	2014,	we	issued	$250	million	of	5.25%

Senior	Notes	due	2024	(the	"2024	Notes"),	and	used	the	$245.0	million	net	proceeds	of	the	sale	of	the	2024	Notes	to	repay	borrowings	under	our	senior credit	facility.	We	pay	interest	on	the	2024	Notes	semi-annually	on	June	15	and	December	15,	at	a	rate	of	5.25%	per	year.	See	Note	8	to	the	consolidated financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information	regarding	our	borrowings.

We	 have	 no	 scheduled	 principal	 payments	 under	 our	 borrowings	 until	 2017.	 We	 anticipate	 our	 aggregate	 domestic	 interest	 payments	 on	 our borrowings	for	2016	will	approximate	$39.3	million.	We	plan	to	utilize	cash	from	operations,	generated	from	both	in	and	outside	of	the	United	States,	and our	revolving	credit	facility	to	meet	quarterly	debt	service	or	other	requirements.

Our	3.875%	Convertible	Senior	Subordinated	Notes	due	2017	(the	"Convertible	Notes")	are	classified	as	a	current	liability	because	a	conversion event	related	to	the	achievement	of	a	specified	market	price	threshold	with	respect	to	our	common	stock	has	occurred	and	is	continuing.

We	may	at	any	time,	from	time	to	time,	repurchase	our	outstanding	debt	securities	in	open	market	purchases	or	by	tender	at	any	price	or	in	privately negotiated	transactions,	exchange	transactions	or	otherwise.	Such	purchases	or	exchanges,	if	any,	will	depend	on	prevailing	market	conditions,	our liquidity	requirements,	contractual	restrictions	and	other	factors	and	may	be	commenced	or	suspended	at	any	time.

See	"Financing	Arrangements"	below	for	further	information	relating	to	our	debt	obligations,	including	the	Convertible	Notes.

# Cash	Flows

The	following	table	provides	a	summary	of	our	cash	flows	for	the	periods	presented:

| Operating	activities | $303.4 | $290.2 | $231.3 |
| :--- | :--- | :--- | :--- |
| Investing\tactivities | (154.8) | (108.1) | (372.6) |
| Financing\tactivities | (85.6) | (287.7) | 231.2 |
| Cash\tflows\tused\tin\tdiscontinued\toperations | (2.6) | (3.7) | (3.3) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (25.3) | (19.4) | 8.3 |
| Increase\t(decrease)\tin\tcash\tand\tcash\tequivalents | $35.1 | $(128.7) | $94.9 |

# Cash	Flow	from	Operating	Activities

Net	cash	provided	by	operating	activities	from	continuing	operations	was	 $303.4	million	during	2015	compared	to	$290.2	million	during	2014.	The $13.2	million	increase	is	primarily	due	to	improved	operating	results	partially	offset	by	an	increase	in	contributions	to	pension	plans	of	$3.3	million,	an increase	in	income	tax	payments,	net	of	refunds,	of	$3.2	million,	an	increase	in	payments	associated	with	restructuring	programs	and	other	unfavorable working	capital	items.

The	net	cash	outflow	from	the	other	working	capital	items	is	primarily	the	result	of	cash	outflows	for	inventories	and	accounts	payable	and	accrued expenses	partially	offset	by	a	cash	inflow	for	accounts	receivable.	The	net	cash	outflow	for	the	purchase	of	inventories	was	$8.4	million	in	2015	as compared	 to	 a	 $15.5	 million	 net	 cash	 outflow	 in	 2014.	The	 reduction	 in	 the	 cash	 outflow	 is	 primarily	 due	 to	 service	 level	 improvements	 and	 the consolidation	 of	 distribution	 facilities	 associated	 with	 restructuring	 initiatives	 as	 well	 as	 fewer	 inventory	 builds	 in	 support	 of	 distributor	 to	 direct conversions.	The	accounts	payable	and	accrued	expenses	net	cash	outflow	was	$0.1	million	in	2015	as	compared	to	cash	outflow	of	$9.8	million	in	2014. The	decrease	in	the	cash	outflow	is	primarily	a	result	of	the	timing

of	vendor	and	employee	related	benefit	payments	as	well	as	a	$4.0	million	decrease	 in	 interest	payments	year-over-year.	The	net	cash	 inflow	 for accounts	receivable	was	$0.4	million	during	2015	as	compared	to	a	cash	inflow	of	$9.4	million	in	2014,	which	was	primarily	the	result	of	increased collections	in	the	EMEA	region	in	2014.

# Cash	Flow	from	Investing	Activities

Net	cash	used	in	investing	activities	from	continuing	operations	was	 $154.8	million	during	2015,	primarily	due	to	net	payments	of	$93.8	million	for	the businesses	acquired	in	2015,	which	included	Nostix,	LLC,	a	developer	of	catheter	tip	confirmation	systems,	Truphatek	Holdings	Limited	and	Atsina Surgical,	LLC,	a	developer	of	surgical	clips,	among	others,	and	capital	expenditures	of	$61.4	million.

# Cash	Flow	from	Financing	Activities

Net	cash	used	in	financing	activities	from	continuing	operations	was	 $85.6	million	during	2015,	primarily	resulting	from	repayments	of	outstanding debt	totaling	$303.8	million,	including	the	redemption	of	the	entire	$250	million	outstanding	principal	amount	of	the	2019	Notes	and	the	repayment	of	$50 million	and	$3.5	million	under	our	revolving	credit	facility	and	accounts	receivable	securitization	facility,	respectively.	Additionally,	we	paid	$56.5	million	in dividends	and	$8.0	million	in	contingent	consideration	related	to	our	acquisition	of	Mini-Lap	Technologies,	Inc.	We	also	incurred	$9.0	million	of	debt extinguishment,	issuance	and	amendment	fees,	primarily	as	a	result	of	a	make	whole	payment	in	connection	with	the	redemption	of	the	2019	Notes. These	cash	outflows	were	partially	offset	by	$288.1	million	of	proceeds	from	borrowings,	including	$246.0	million	of	borrowings	under	our	revolving	credit facility	and	$42.1	million	of	borrowings	under	our	accounts	receivable	securitization	facility.	In	addition,	we	realized	net	cash	inflows	of	$5.0	million	from share-based	compensation	activity,	which	included	proceeds	from	the	exercise	and	vesting	of	share-based	awards	under	our	stock	compensation	plans and	the	related	tax	benefits,	partially	offset	by	tax	withholdings	that	we	remitted	on	behalf	of	employees	who	have	elected	to	have	shares	withheld	by	us	to satisfy	their	minimum	tax	withholding	obligations	arising	from	the	exercise	and	vesting	of	their	share-based	awards.

Net	cash	provided	by	operating	activities	from	continuing	operations	was	 $290.2	million	during	2014	compared	to	$231.3	million	during	2013.	The $58.9	million	increase	is	primarily	due	to	improved	operating	results	and	favorable	net	changes	in	working	capital	items,	principally	reflecting	changes	in accounts	receivable,	accounts	payable	and	accrued	expenses	and	prepaid	expenses	and	other	current	assets,	as	well	as	an	$8.0	million	decrease	in contributions	to	domestic	pension	plans.	Accounts	receivable	decreased	$9.4	million	during	2014	as	compared	to	a	$1.3	million	increase	during	2013, primarily	due	to	increased	collections	from	the	Spanish	and	Portuguese	government	and	Spanish	regional	health	authorities	in	2014	and	increased collections	in	Italy	and	Greece	due	to	government	financing.	Additionally,	there	was	an	overall	improvement	in	days	receivables	outstanding	in	2014. Accounts	payable	and	accrued	expenses	increased	$9.8	million	in	2014	compared	to	an	increase	of	$2.0	million	in	2013,	primarily	due	to	timing	of	vendor and	employee	related	benefit	payments	and	increased	compensation	accruals	in	2014.	Prepaid	expenses	and	other	current	assets	decreased	$1.4	million in	2014	compared	to	an	increase	of	$5.9	million	in	2013	due	to	timing	of	payments	of	and	reductions	in	insurance	premiums	as	well	as	fewer	insurance deposits	and	maintenance	contract	payments	in	2014.

The	factors	contributing	to	the	increase	in	net	cash	flow	from	operating	activities	discussed	above	were	partially	offset	by	increased	inventories	of $15.5	million	during	2014	as	compared	to	an	increase	of	$8.9	million	in	2013,	primarily	due	to	increased	inventory	purchases	to	support	sales	growth internationally	and	our	distributor-to-direct	sales	conversions	in	several	countries,	and	an	$8.9	million	increase	in	tax	payments,	net	of	refunds,	in	2014	as compared	to	2013,	primarily	due	to	timing	of	tax	payments	and	improved	operating	results.

Net	cash	used	in	investing	activities	from	continuing	operations	was	 $108.1	million	during	2014,	reflecting	net	payments	for	businesses	acquired	of $45.8	million	and	capital	expenditures	of	$67.6	million.	The	net	payments	for	businesses	acquired	include	the	acquisition	of	Mayo	Healthcare	and	the assets	of	Mini-Lap	Technologies,	Inc.	These	payments	were	partly	offset	by	$5.3	million	in	proceeds	related	to	the	sale	of	certain	assets	that	were	held	for sale.

Net	cash	used	in	financing	activities	from	continuing	operations	was	 $287.7	million	during	2014,	which	included	repayments	of	$480.1	million	of indebtedness	principally	under	our	revolving	credit	facility,	partially	offset	by	proceeds	from	additional	borrowings	of	$250.0	million	from	the	sale	of	our 2024	Notes.	Net	cash	used	in	financing	activities	also	included	dividend	payments	of	$56.3	million	and	underwriters'	discount	and	commission	fees	of $4.5	million,	which	were	paid	in	connection	with	the	sale	of	the	2024	Notes.	Net	cash	used	in	financing	activities	were	reduced	by	cash	inflows	of	$7.1 million	associated	with	proceeds	from	the	exercise	of	share-based	awards	issued	under	our	stock	compensation	plans	and	$5.8	million	of	excess	tax benefits	related	to	the	exercise	or	vesting	of	those	awards,	which	were	partially	offset	by	tax	withholdings	of	$8.7	million	remitted	by	the	Company	on behalf	of	employees	who	elect	to	have	shares	withheld	by	the	Company	to	satisfy	their	minimum	tax	withholding	obligations	arising	from	the	exercise	and vesting	of	their	share-based	awards.

# Financing	Arrangements

The	following	table	provides	our	net	debt	to	total	capital	ratio:

| Current	borrowings | $419.9 | $368.4 |
| :--- | :--- | :--- |
| Long-term\tborrowings | 646.0 | 700.0 |
| Unamortized\tdebt\tdiscount | 23.0 | 36.2 |
| Total\tdebt | 1,088.9 | 1,104.6 |
| Less:\tCash\tand\tcash\tequivalents | 338.4 | 303.2 |
| Net\tdebt | $750.5 | $801.4 |
| Total\tcapital\tincludes: |  |  |
| Net\tdebt | $750.5 | $801.4 |
| Common\tshareholders'\tequity | 2,009.3 | 1,911.3 |
| Total\tcapital | $2,759.8 | $2,712.7 |
| Percent\tof\tnet\tdebt\tto\ttotal\tcapital | 27.2% | 29.5% |

Fixed	rate	borrowings	comprised	59.7%	and	81.5%	of	total	borrowings	at	 December	31,	2015	and	2014,	respectively.	The	reduction	in	fixed	rate borrowings	as	of	December	31,	2015	compared	to	the	prior	year	is	primarily	due	to	our	redemption	of	the	2019	Notes	and	the	increase	in	variable	rate borrowings	under	our	senior	credit	facility.

Our	senior	credit	agreement,	which	relates	to	our	$850	million	revolving	credit	facility,	contains	covenants	that,	among	other	things,	limit	or	restrict	our ability,	and	the	ability	of	our	subsidiaries,	to	incur	debt,	create	liens,	consolidate,	merge	or	dispose	of	certain	assets,	make	certain	investments,	engage	in acquisitions,	pay	dividends	on,	repurchase	or	make	distributions	in	respect	of	capital	stock	and	enter	into	swap	agreements.	Our	senior	credit	agreement also	requires	us	to	maintain	a	consolidated	leverage	ratio	(generally,	the	ratio	of	Consolidated	Total	Indebtedness	to	Consolidated	EBITDA,	each	as defined	 in	 the	 senior	 credit	 agreement)	 of	 not	 more	 than	 4.0:1	 and	 a	 consolidated	 interest	 coverage	 ratio	 (generally,	 Consolidated	 EBITDA	 to Consolidated	Interest	Expense,	each	as	defined	in	the	senior	credit	agreement)	of	not	less	than	3.50:1	as	of	the	last	day	of	any	period	of	four	consecutive fiscal	quarters	calculated	in	accordance	with	the	definitions	and	methodology	set	forth	in	the	senior	credit	agreement	and,	during	the	six	month	period prior	to	the	maturity	of	our	Convertible	Notes,	a	minimum	liquidity	of	$400.0	million.	At	December	31,	2015,	our	consolidated	leverage	ratio	was	 2.43:1 and	our	interest	coverage	ratio	was	9.77:1,	both	of	which	are	in	compliance	with	the	limits	described	in	the	preceding	sentence.	The	obligations	under	the senior	credit	agreement	are	guaranteed	(subject	to	certain	exceptions)	by	substantially	all	of	the	material	domestic	subsidiaries	of	the	Company	and (subject	to	certain	exceptions	and	limitations)	secured	by	a	pledge	on	substantially	all	of	the	equity	interests	owned	by	the	Company	and	each	guarantor.

At	December	31,	2015,	we	had	$396.0	million	in	borrowings	outstanding	and	approximately	 $3.8	million	in	outstanding	standby	letters	of	credit	under our	$850	million	revolving	credit	facility.	This	facility	is	used	principally	for	working	capital	needs	and,	at	certain	times,	to	help	fund	acquisitions.	The availability	of	loans	under	our	revolving	credit	facility	is	dependent	upon	our	ability	to	maintain	our	financial	condition	and	our	continued	compliance	with the

covenants	contained	in	our	senior	credit	agreement.	Moreover,	additional	borrowings	would	be	prohibited	if	a	Material	Adverse	Effect	(as	defined	in	the senior	credit	agreement)	were	to	occur.	Notwithstanding	these	restrictions,	we	believe	our	revolving	credit	facility	provides	us	with	significant	flexibility	to meet	our	foreseeable	working	capital	needs.		At	our	current	level	of	EBITDA	(as	defined	in	the	senior	credit	agreement)	for	the	year	ended	December	31, 2015,	we	would	have	been	permitted	 $681.7	million	of	additional	debt	beyond	 the	 levels	outstanding	at	 December	31,	2015.	Moreover,	additional capacity	would	be	available	if	borrowed	funds	were	used	to	acquire	a	business	or	businesses	through	the	purchase	of	assets	or	controlling	equity interests	so	long	as	the	aforementioned	leverage	and	interest	coverage	ratios	are	met	after	calculating	EBITDA	on	a	proforma	basis	to	give	effect	to	the acquisition.

As	of	December	31,	2015,	 the	outstanding	principal	of	 the	2024	Notes	was	$250.0	million.	The	 indenture	governing	 the	2024	Notes	contains covenants	that,	among	other	things,	limit	or	restrict	our	ability,	and	the	ability	of	our	subsidiaries,	to	incur	debt,	create	liens,	consolidate,	merge	or	dispose of	certain	assets,	make	certain	investments,	engage	in	acquisitions,	and	pay	dividends	on,	repurchase	or	make	distributions	in	respect	of	capital	stock, subject	to	specified	conditions.	The	obligations	under	the	2024	Notes	are	fully	and	unconditionally	guaranteed,	jointly	and	severally,	by	each	of	our existing	and	future	100%	owned	domestic	subsidiaries	that	are	a	guarantor	or	other	obligor	under	our	senior	credit	agreement	and	by	certain	of	our	other 100%	owned	domestic	subsidiaries.

As	of	December	31,	2015,	we	were	in	compliance	with	all	of	the	terms	of	our	senior	credit	agreement	and	our	2024	Notes.

Our	Convertible	Notes	are	included	in	the	dilutive	earnings	per	share	calculation	using	the	treasury	stock	method.	Under	the	treasury	stock	method, we	must	calculate	the	number	of	shares	of	common	stock	issuable	under	the	terms	of	the	Convertible	Notes	based	on	the	average	market	price	of	our common	stock	during	the	applicable	reporting	period,	and	include	that	number	in	the	total	diluted	shares	figure	for	the	period.	At	the	time	we	issued	the Convertible	Notes,	we	entered	into	convertible	note	hedge	and	warrant	agreements	that	together	are	intended	to	have	the	economic	effect	of	reducing	the net	number	of	shares	that	will	be	issued	upon	conversion	of	the	Convertible	Notes	by,	in	effect,	increasing	the	conversion	price	of	the	Convertible	Notes, from	our	economic	standpoint,	to	$74.65.	However,	under	accounting	principles	generally	accepted	in	the	United	States	of	America	("GAAP"),	since	the impact	of	the	convertible	note	hedge	agreements	is	anti-dilutive,	we	exclude	from	the	calculation	of	fully	diluted	shares	the	number	of	shares	of	our common	stock	that	we	would	receive	from	the	counterparties	to	these	agreements	upon	settlement.

Under	the	treasury	stock	method,	changes	in	the	price	per	share	of	our	common	stock	can	have	a	significant	impact	on	the	number	of	shares	that	we must	include	in	the	fully	diluted	earnings	per	share	calculation.	The	following	table	illustrates	how	changes	in	our	stock	price	would	affect	(i)	the	number	of shares	issuable	upon	conversion	of	the	Convertible	Notes,	(ii)	the	number	of	shares	issuable	upon	exercise	of	the	warrants	subject	to	the	warrant agreements,	(iii)	the	number	of	additional	shares	deemed	outstanding	with	respect	to	the	Convertible	Notes,	after	applying	the	treasury	stock	method,	for purposes	of	calculating	diluted	earnings	per	share	("Total	Treasury	Stock	Method	Incremental	Shares"),	(iv)	the	number	of	shares	of	common	stock deliverable	to	us	upon	settlement	of	the	hedge	agreements	and	(v)	the	number	of	shares	issuable	upon	concurrent	conversion	of	the	Convertible	Notes, exercise	of	the	warrants	and	settlement	of	the	convertible	note	hedge	agreements:

| Market	Price	Per	Share | Shares	Issuable	Upon<br>Conversion	of<br>Convertible	Notes | Shares	Issuable<br>Upon	Exercise	of<br>Warrants | Total	Treasury<br>Stock	Method<br>Incremental<br>Shares(1) | Shares	Deliverable	to<br>Teleflex	upon	Settlement	of<br>the	Hedge	Agreements | Incremental<br>Shares	Issuable	upon<br>Concurrent	Conversion<br>of	Convertible	Notes,<br>Exercise	of	Warrants	and<br>Settlement	of	the	Hedge<br>Agreements |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Shares\tin\tthousands) |  |  |
| $70 | 809 | — | 809 | (809) | — |
| $85 | 1,817 | 795 | 2,612 | (1,817) | 795 |
| $100 | 2,523 | 1,654 | 4,177 | (2,523) | 1,654 |
| $115 | 3,045 | 2,289 | 5,334 | (3,045) | 2,289 |
| $130 | 3,446 | 2,778 | 6,224 | (3,446) | 2,778 |
| $145 | 3,765 | 3,165 | 6,930 | (3,765) | 3,165 |
| $160 | 4,023 | 3,480 | 7,503 | (4,023) | 3,480 |

# (1) Represents	the	number	of	incremental	shares	that	must	be	included	in	the	calculation	of	fully	diluted	shares	under GAAP.

Our	Convertible	Notes	are	convertible	under	certain	circumstances,	including	in	any	fiscal	quarter	following	an	immediately	preceding	fiscal	quarter in	which	the	last	reported	sales	price	of	our	common	stock	for	at	least	20	days	during	a	period	of	30	consecutive	trading	days	ending	on	the	last	day	of such	preceding	fiscal	quarter	exceeds	130%	of	the	conversion	price	of	the	Convertible	Notes	(approximately	$79.72).	Since	the	fourth	quarter	of	2013 and	in	all	subsequent	periods	through	December	31,	2015,	the	last	reported	sale	price	of	our	common	stock	exceeded	the	130%	threshold	described above	and,	accordingly,	the	Convertible	Notes	are	classified	as	a	current	liability	as	of	December	31,	2015	and	2014.	The	determination	of	whether	or	not the	Convertible	Notes	are	convertible	under	such	circumstances	is	made	each	quarter	until	their	maturity,	conversion	or	repurchase.		Consequently,	the Convertible	Notes	may	not	be	convertible	in	one	or	more	future	quarters	if	the	common	stock	price-based	conversion	contingency	is	not	satisfied	in	such quarters,	in	which	case	the	Convertible	Notes	would	again	be	classified	as	long-term	debt	unless	another	conversion	event	set	forth	in	the	Convertible Notes	occurs.	As	of	February	15,	2016,	we	have	received	conversion	notices	with	respect	to	approximately	$44.7	million	in	aggregate	principal	amount	of the	Convertible	Notes.	We	have	elected	a	net	settlement	method	to	satisfy	our	conversion	obligation,	under	which	we	will	settle	the	principal	amount	of the	Convertible	Notes	in	cash	and	settle	the	excess	conversion	value	in	shares,	plus	cash	in	lieu	of	fractional	shares.	While	we	believe	we	have	sufficient liquidity	to	repay	the	principal	amounts	due	through	a	combination	of	cash	on	hand	and	amounts	available	under	our	credit	facility,	our	use	of	these	funds could	adversely	affect	our	results	of	operations	and	liquidity.		The	classification	of	the	Convertible	Notes	as	a	current	liability	had	no	impact	on	the financial	covenants	under	our	debt	agreements.

In	 addition,	 we	 have	 an	 accounts	 receivable	 securitization	 facility	 under	 which	 we	 sell	 a	 security	 interest	 in	 domestic	 accounts	 receivable	 for consideration	of	up	to	$50.0	million	to	a	commercial	paper	conduit.	As	of	December	31,	2015,	the	maximum	amount	available	for	borrowing	under	this facility	was	$6.7	million.	This	facility	is	utilized	from	time	to	time	to	provide	increased	flexibility	in	funding	short	term	working	capital	requirements.	The agreement	governing	the	accounts	receivable	securitization	facility	contains	certain	covenants	and	termination	events.	An	occurrence	of	an	event	of default	or	a	termination	event	under	this	facility	may	give	rise	to	the	right	of	our	counterparty	to	terminate	this	facility.	As	of	December	31,	2015,	we	were in	compliance	with	the	covenants	and	none	of	the	termination	events	had	occurred.	As	of	December	31,	2015	and	2014,	we	had	$43.3	million	and	$4.7 million,	respectively,	of	outstanding	borrowings	under	our	accounts	receivable	securitization	facility.

For	additional	information	regarding	our	indebtedness,	see	Note	8	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form 10-K.

# Contractual	Obligations

Contractual	obligations	at	December	31,	2015	are	as	follows:

|  |  |  | Payments	due	by	period | Payments	due	by	period |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Less\tthan | 1-3 | 4-5 | More\tthan |
|  | Total | 1\tyear | years | years | 5\tyears |
|  |  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Total\tborrowings(1) | $1,088,941 | $442,941 | $396,000 | $— | $250,000 |
| Interest\tobligations(2) | 161,751 | 39,279 | 50,831 | 26,250 | 45,391 |
| Operating\tlease\tobligations | 120,106 | 30,191 | 45,385 | 31,020 | 13,510 |
| Minimum\tpurchase\tobligations(3) | 1,070 | 979 | 88 | 3 |  |
| Pension\tand\tother\tpostretirement\tbenefits | 37,102 | 5,705 | 6,672 | 6,843 | 17,882 |
| Total\tcontractual\tobligations | $1,408,970 | $519,095 | $498,976 | $64,116 | $326,783 |

(1) The	Convertible	Notes,	which	mature	in	2017,	are	included	in	payments	due	in	less	than	one	year	because	our	stock	price	has	exceeded	the	amount	specified	to	enable conversion,	as	described	in	more	detail	in	the	"Financing	Arrangements"	section	above.	Total	borrowings	also	include	 $43.3	million	under	our	securitization	program.		See Note	8	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	details	regarding	this	program.

(2) Interest	payments	on	floating	rate	debt	are	based	on	the	interest	rate	in	effect	on	December	31,	2015.

(3) Purchase	obligations	are	defined	as	agreements	to	purchase	goods	or	services	that	are	enforceable	and	legally	binding	and	that	specify	all	significant	terms,	including	fixed	or minimum	quantities	to	be	purchased,	fixed,	minimum	or	variable	pricing	provisions	based	on	prices

in	effect	on	a	particular	date	and	the	approximate	timing	of	the	transactions.	These	obligations	relate	primarily	to	material	purchase	requirements.

We	recorded	a	noncurrent	liability	for	uncertain	tax	positions	of	$40.4	million	and	$50.9	million	as	of	December	31,	2015	and	2014,	respectively.	Due to	uncertainties	regarding	the	ultimate	resolution	of	ongoing	or	future	tax	examinations,	we	are	not	able	to	reasonably	estimate	the	amount	of	any	income tax	payments	that	will	be	required	to	settle	uncertain	income	tax	positions	or	the	periods	in	which	any	such	payments	will	be	made	and	as	a	result,	these amounts	are	excluded	from	the	contractual	obligations	table	above.

We	recorded	contingent	consideration	liabilities	of	$20.8	million	and	$33.4	million	as	of	December	31,	2015	and	2014,	respectively,	of	which, $7.3 million	and	$11.3	million	as	of	December	31,	2015	and	2014,	respectively,	were	recorded	as	the	current	portion	of	contingent	consideration.	Due	to uncertainty	regarding	the	timing	and	amount	of	future	payments	related	to	these	liabilities,	these	amounts	are	excluded	from	the	contractual	obligations table	above.

In	2015,	cash	contributions	to	all	of	our	defined	benefit	pension	plans	were	 $12.8	million,	and	we	estimate	the	amount	of	required	cash	contributions in	2016	will	be	approximately	$2.4	million.	Due	to	the	potential	impact	of	future	plan	investment	performance,	changes	in	interest	rates,	changes	in	other economic	and	demographic	assumptions	and	changes	in	legislation	in	the	United	States	and	other	foreign	jurisdictions,	we	are	not	able	to	reasonably estimate	the	timing	and	amount	of	contributions	that	may	be	required	to	fund	our	defined	benefit	plans	for	periods	beyond	2016	and	as	a	result,	these contributions	are	excluded	from	contractual	obligations	table	shown	above.

See	Notes	10,	13	and	14	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	information.

# Critical	Accounting	Policies	and	Estimates

The	following	discussion	supplements	the	description	of	our	accounting	policies	contained	in	Note	1	to	the	consolidated	financial	statements	in	this Annual	Report	on	Form	10-K.	The	preparation	of	consolidated	financial	statements	in	conformity	with	GAAP	requires	management	to	make	estimates	and assumptions	 that	affect	 the	reported	amounts	of	assets	and	 liabilities	and	disclosure	of	contingent	assets	and	 liabilities	at	 the	date	of	 the	 financial statements	 and	 the	 reported	 amounts	 of	 revenues	 and	 expenses	 during	 the	 reporting	 period.	Actual	 results	 could	 differ	 from	 those	 estimates	 and assumptions.

We	 have	 identified	 the	 following	 as	 critical	 accounting	 estimates,	 which	 are	 defined	 as	 those	 that	 are	 reflective	 of	 significant	 judgments	 and uncertainties,	are	the	most	pervasive	and	important	to	the	presentation	of	our	financial	condition	and	results	of	operations	and	could	potentially	result	in materially	different	results	under	different	assumptions	and	conditions.

# Accounting	for	Allowance	for	Doubtful	Accounts

In	the	ordinary	course	of	business,	we	grant	non-interest	bearing	trade	credit	to	our	customers	on	normal	credit	terms.		In	an	effort	to	reduce	our credit	risk,	we	(i)	establish	credit	limits	for	all	of	our	customer	relationships,	(ii)	perform	ongoing	credit	evaluations	of	our	customers'	financial	condition,	(iii) monitor	the	payment	history	and	aging	of	our	customers'	receivables,	and	(iv)	monitor	open	orders	against	an	individual	customer's	outstanding	receivable balance.

An	 allowance	 for	 doubtful	 accounts	 is	 maintained	 for	 accounts	 receivable	 based	 on	 the	 expected	 collectability	 of	 the	 accounts	 receivable, considering	our	historical	collection	experience	with	respect	 to	 the	customer,	 length	of	 time	an	account	 is	outstanding,	 the	 financial	position	of	 the customer	 and	 information	 provided	 by	 credit	 rating	 services.	 The	 adequacy	 of	 this	 allowance	 is	 reviewed	 each	 reporting	 period	 and	 adjusted	 as necessary.	Our	allowance	for	doubtful	accounts	was	$8.0	million	and	$8.8	million	at	December	31,	2015	and	2014,	respectively,	which	constituted	 2.9% of	gross	accounts	receivable	at	December	31,	2015	and	2014.

In	light	of	the	volatility	in	global	economic	markets	in	recent	years,	we	have	measures	in	place	within	countries	where	we	have	collectability	concerns to	facilitate	customer-by-customer	risk	assessment	when	estimating	the	allowance	for	doubtful	accounts.		Such	measures	include,	monthly	credit	control committee	meetings,	at	which	customer	credit	risks	are	 identified	after	review	of,	among	other	 things,	accounts	 that	exceed	specified	credit	 limits, payment	delinquencies	and	other	customer	issues.		In	addition,	with	respect	to	certain	of	our	non-government	customers,	we	have	measures	designed	to reduce	our	risk	exposures,	including	reducing	credit	limits	and	requiring

that	payments	accompany	orders.		With	respect	to	government	customers,	we	evaluate	receivables	for	potential	collection	risks	associated	with	any limitations	on	the	availability	of	government	funding	and	reimbursement	practices.		Some	of	our	customers,	particularly	in	Europe,	have	extended	or delayed	payments	for	products	and	services	already	provided	resulting	in	collectability	concerns	regarding	our	accounts	receivable	from	these	customers, for	 the	 most	 part	 in	 Greece,	 Italy,	 Spain	 and	 Portugal.	 If	 the	 financial	 condition	 of	 these	 customers	 or	 the	 healthcare	 systems	 in	 these	 countries deteriorate	to	the	extent	that	the	ability	of	an	increasing	number	of	customers	to	make	payments	is	uncertain,	additional	allowances	may	be	required	in future	periods.

Although	we	maintain	allowances	for	doubtful	accounts	to	cover	the	estimated	losses	which	may	occur	when	customers	cannot	make	their	required payments,	we	cannot	be	assured	that	we	will	continue	to	experience	the	same	loss	rate	in	the	future	given	the	volatility	in	the	worldwide	economy.		If	our allowance	for	doubtful	accounts	is	insufficient	to	address	receivables	we	ultimately	determine	are	uncollectible,	we	would	be	required	to	incur	additional charges,	which	could	materially	adversely	affect	our	results	of	operations.		Moreover,	our	inability	to	collect	outstanding	receivables	could	adversely	affect our	financial	condition	and	cash	flow	from	operations.

# Distributor	Rebates

We	offer	rebates	to	certain	distributors	and	record	a	reserve	with	respect	to	the	estimated	amount	of	the	rebates	as	a	reduction	of	revenues	at	the time	of	sale.	In	estimating	rebates,	we	consider	the	lag	time	between	the	point	of	sale	and	the	payment	of	the	distributor's	rebate	claim,	distributor-specific trend	analyses,	contractual	commitments,	including	stated	rebate	rates,	historical	experience	and	other	relevant	information.	We	adjust	reserves	to	reflect differences	 between	 estimated	 and	 actual	 experience,	 and	 record	 the	 adjustment	 as	 a	 reduction	 of	 sales	 in	 the	 period	 of	 adjustment.	 Historical adjustments	to	recorded	reserves	have	not	been	significant	and	we	do	not	expect	significant	revisions	of	these	estimates	in	the	future.	The	reserve	for estimated	rebates	was	$11.1	million	and	$10.4	million	at	December	31,	2015	and	2014,	respectively.	We	expect	amounts	subject	to	the	reserve	as	of December	31,	2015	to	be	paid	within	90	days	subsequent	to	year-end.

# Inventory	Utilization

Inventories	are	valued	at	the	lower	of	cost	or	market.	We	maintain	a	reserve	for	excess	and	obsolete	inventory	that	reduces	the	carrying	value	of	our inventories	to	reflect	the	diminution	of	value	resulting	from	product	obsolescence,	damage	or	other	issues	affecting	marketability	by	an	amount	equal	to the	difference	between	the	cost	of	the	inventory	and	its	estimated	market	value.		Factors	utilized	in	the	determination	of	estimated	market	value	include	(i) current	sales	data	and	historical	return	rates,	(ii)	estimates	of	future	demand,	(iii)	competitive	pricing	pressures,	(iv)	new	product	introductions,	(v)	product expiration	dates,	and	(vi)	component	and	packaging	obsolescence.

The	adequacy	of	this	reserve	is	reviewed	each	reporting	period	and	adjusted	as	necessary.		We	regularly	compare	inventory	quantities	on	hand against	historical	usage	or	forecasts	related	to	specific	items	in	order	to	evaluate	obsolescence	and	excessive	quantities.	In	assessing	historical	usage, we	also	qualitatively	assess	business	trends	to	evaluate	the	reasonableness	of	using	historical	information	in	estimating	future	usage.

Our	inventory	reserve	was	$36.5	million	and	$33.9	million	at	December	31,	2015	and	2014,	respectively,	which	represents	10.0%	and	9.2%	of	gross inventories	at	those	respective	dates.

# Accounting	for	Long-Lived	Assets

We	assess	the	remaining	useful	life	and	recoverability	of	long-lived	assets	whenever	events	or	circumstances,	which	we	refer	to	as	"triggering events,"	indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.	Triggering	events	include	a	current	expectation	that,	more	likely	than	not,	the asset	will	be	sold	or	disposed	of	significantly	before	the	end	of	its	useful	life	or	an	adverse	change	will	occur	in	the	business	employing	the	related assets.	Significant	judgments	in	this	area	involve	determining	whether	a	triggering	event	has	occurred	and	determining	the	appropriate	asset	group requiring	evaluation.	The	recoverability	evaluation	is	based	on	various	analyses,	including	undiscounted	cash	flow	projections,	which	involves	significant management	judgment.	Any	impairment	loss,	if	indicated,	equals	the	amount	by	which	the	carrying	amount	of	the	asset	exceeds	the	estimated	fair	value of	the	asset.

# Accounting	for	Goodwill	and	Other	Intangible	Assets

Intangible	assets	include	indefinite-lived	assets	(such	as	goodwill,	certain	trade	names	or	brands	and	in-process	research	and	development),	as	well as	finite-lived	intangibles	(such	as	trade	names	or	brands	that	do	not	have	indefinite

lives,	customer	relationships	and	intellectual	property).	The	costs	of	finite-lived	intangibles	are	amortized	to	expense	over	their	estimated	life.	Determining the	useful	life	of	an	intangible	asset	requires	considerable	judgment	as	different	types	of	intangible	assets	will	have	different	useful	lives.	Goodwill	and other	indefinite-lived	intangible	assets,	primarily	certain	trade	names	and	trademarks,	are	not	amortized;	we	test	these	assets	annually	for	impairment during	the	fourth	quarter,	using	the	first	day	of	the	quarter	as	the	measurement	date,	or	earlier	upon	the	occurrence	of	certain	events	or	substantive changes	in	circumstances	that	indicate	an	impairment	may	have	occurred.	Such	conditions	may	include	an	economic	downturn	in	a	geographic	market	or a	change	in	the	assessment	of	future	operations.	Our	impairment	testing	for	goodwill	is	performed	separately	from	our	impairment	testing	of	indefinite- lived	intangibles.

Considerable	management	judgment	is	necessary	in	making	the	assumptions	used	in	the	impairment	analysis	including	evaluating	the	impact	of operating	and	macroeconomic	changes	and	estimating	future	cash	flows,	which	are	key	elements	in	determining	fair	value.	Assumptions	used	in	our impairment	evaluations,	such	as	forecasted	growth	rates	and	cost	of	capital,	are	consistent	with	internal	projections	and	operating	plans.	We	believe	such assumptions	and	estimates	are	also	comparable	to	those	that	would	be	used	by	other	marketplace	participants.

# Goodwill

Goodwill	impairment	assessments	are	performed	at	a	reporting	unit	level.	For	purposes	of	this	assessment,	a	reporting	unit	is	an	operating	segment, or	a	business	one	level	below	that	operating	segment.	We	have	a	total	of	ten	reporting	units,	nine	of	which	have	goodwill.	In	applying	the	goodwill impairment	test,	we	may	assess	qualitative	factors	to	determine	whether	it	is	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than	its carrying	value.	Qualitative	 factors	may	 include,	but	are	not	 limited	 to,	macroeconomic	conditions,	 industry	conditions,	 the	competitive	environment, changes	in	the	market	for	our	products	and	services,	regulatory	and	political	developments,	and	entity	specific	factors	such	as	strategies	and	financial performance.	If,	after	completing	the	qualitative	assessment,	we	determine	it	is	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than	its carrying	value,	we	proceed	to	a	two-step	quantitative	impairment	test,	described	below.	Alternatively,	we	may	proceed	directly	to	testing	goodwill	for impairment	 through	 the	 two-step	 impairment	 test	without	conducting	 the	qualitative	analysis.	 In	 the	 fourth	quarter	2015,	we	performed	a	qualitative assessment	on	six	of	our	reporting	units	and	determined,	based	on	our	assessment	that	the	fair	value	of	each	reporting	unit	was	more	likely	than	not higher	than	its	carrying	value	and,	therefore,	concluded	that	goodwill	was	not	impaired.	For	the	three	remaining	reporting	units	with	goodwill,	we	elected to	forgo	the	qualitative	assessment	and	test	each	of	those	reporting	units	through	the	two-step	quantitative	impairment	test.

The	first	step	of	the	two-step	impairment	test	is	to	quantitatively	compare	the	fair	value	of	a	reporting	unit,	including	goodwill,	with	its	carrying	value. In	performing	the	first	step,	we	calculate	the	fair	value	of	the	reporting	unit	using	equal	weighting	of	two	methods;	one	which	estimates	the	discounted cash	flows	(DCF)	of	the	reporting	unit	based	on	projected	earnings	in	the	future	(the	Income	Approach)	and	one	which	is	based	on	sales	of	similar businesses	to	those	of	the	reporting	unit	in	actual	transactions	(the	Market	Approach).		If	the	fair	value	of	the	reporting	unit	exceeds	the	carrying	value, there	is	no	impairment.	If	the	reporting	unit	carrying	value	exceeds	the	fair	value,	we	recognize	an	impairment	loss	based	on	the	amount	by	which	the carrying	value	of	goodwill	exceeds	its	implied	fair	value,	which	we	determine	in	the	second	step	of	the	two-step	test.	The	implied	fair	value	of	goodwill	is determined	by	deducting	the	fair	value	of	a	reporting	unit's	identifiable	assets	and	liabilities	from	the	fair	value	of	the	reporting	unit	as	a	whole,	as	if	that reporting	unit	had	just	been	acquired	and	the	fair	value	of	the	individual	assets	acquired	and	liabilities	assumed	were	being	determined	initially.

Determining	fair	value	requires	the	exercise	of	significant	judgment.	The	more	significant	judgments	and	assumptions	used	in	the	Income	Approach include	(1)	the	amount	and	timing	of	expected	future	cash	flows,	which	are	based	primarily	on	our	estimates	of	future	sales,	operating	income,	industry trends	and	the	regulatory	environment	of	the	individual	reporting	units,	(2)	the	expected	long-term	growth	rates	for	each	of	our	reporting	units,	which approximate	the	expected	long-term	growth	rate	of	the	global	economy	and	of	the	medical	device	industry,	and	(3)	discount	rates	that	are	used	to	discount future	cash	flows	to	their	present	values,	which	are	based	on	an	assessment	of	the	risk	inherent	in	the	future	cash	flows	of	the	respective	reporting	units along	with	various	market	based	inputs.		The	more	significant	judgments	and	assumptions	used	in	the	Market	Approach	include	(1)	determination	of appropriate	revenue	and	EBITDA	multiples	used	to	estimate	a	reporting	unit's	fair	value	and	(2)	the	selection	of	appropriate	comparable	companies	to	be used	for	purposes	of	determining	those	multiples.	There	were	no	changes	to	the	underlying	methods	used	in	2015	as	compared	to	the	valuations	of	our reporting	units	in	2014.	The	DCF	analysis	utilized	in	the	fourth	quarter	of	2015	impairment	test	was	performed	over	a	ten	year	time	horizon	for	each reporting	unit.	The	discount	rate	was	10.0%	for	all	reporting	units.	A	perpetual	growth	rate	of	2.5%	was	assumed	for	all	reporting	units.

Our	expected	future	growth	rates	estimated	for	purposes	of	the	goodwill	impairment	test	are	based	on	our	estimates	of	future	sales,	operating income	and	cash	flow	and	are	consistent	with	our	internal	budgets	and	business	plans,	which	reflect	a	modest	amount	of	core	revenue	growth	coupled with	the	successful	launch	of	new	products	each	year;	the	effect	of	these	growth	indicators	more	than	offset	volume	losses	from	products	that	are expected	to	reach	the	end	of	their	life	cycle.	Under	the	Income	Approach,	changes	in	assumptions	could	cause	a	reporting	unit's	carrying	value	to	exceed its	fair	value.	While	we	believe	the	assumed	growth	rates	of	sales	and	cash	flows	are	reasonable,	the	possibility	remains	that	the	revenue	growth	of	a reporting	unit	may	not	be	as	high	as	expected,	and,	as	a	result,	the	estimated	fair	value	of	that	reporting	unit	may	decline.	In	this	regard,	if	our	strategy and	new	products	are	not	successful	and	we	do	not	achieve	anticipated	core	revenue	growth	in	the	future	with	respect	to	a	reporting	unit,	the	goodwill	in the	reporting	unit	may	become	impaired	and,	in	such	case,	we	may	incur	material	impairment	charges.

No	impairment	was	recorded	as	a	result	of	the	annual	goodwill	impairment	testing	performed	during	the	fourth	quarter	2015.

# Other	Intangible	Assets

Intangible	assets	are	assets	acquired	that	lack	physical	substance	and	that	meet	the	specified	criteria	for	recognition	apart	from	goodwill.	Intangible assets	we	obtained	through	acquisitions	are	comprised	mainly	of	intellectual	property,	customer	relationships,	trade	names	and	IPR&D.	Management tests	indefinite-lived	intangible	assets	for	impairment	annually,	and	more	frequently	if	events	or	changes	in	circumstances	indicate	that	an	impairment may	have	occurred.	Similar	to	the	goodwill	impairment	test	process,	we	may	assess	qualitative	factors	to	determine	whether	it	is	more	likely	than	not	that the	fair	value	of	an	indefinite-lived	intangible	asset	is	less	than	its	carrying	value.	If,	after	completing	the	qualitative	assessment,	we	determine	it	is	more likely	than	not	that	the	fair	value	of	the	indefinite-lived	intangible	asset	is	greater	than	its	carrying	amount,	the	asset	is	not	impaired.	If	we	conclude	it	is more	likely	than	not	that	the	fair	value	of	the	indefinite-lived	intangible	asset	is	less	than	the	carrying	value,	we	then	proceed	to	a	quantitative	impairment test,	which	consists	of	a	comparison	of	the	fair	value	of	the	intangible	asset	to	its	carrying	amount.	Alternatively,	we	may	elect	to	forgo	the	qualitative analysis	and	proceed	directly	to	testing	the	indefinite-lived	intangible	asset	for	impairment	through	the	quantitative	impairment	test.	In	the	fourth	quarter 2015,	we	performed	a	qualitative	assessment	on	two	of	our	indefinite	lived	assets	and	determined	that	their	fair	values	were	more	likely	than	not	higher than	their	carrying	values.	For	the	remaining	three	indefinite-lived	intangible	assets,	we	elected	to	test	impairment	through	the	quantitative	method.

In	connection	with	the	quantitative	impairment	test,	since	quoted	market	prices	are	seldom	available	for	intangible	assets,	we	utilize	present	value techniques	to	estimate	fair	value.	The	fair	value	of	trade	names	is	estimated	by	the	use	of	a	relief	from	royalty	method,	which	values	an	intangible	asset by	estimating	the	royalties	saved	through	the	ownership	of	an	asset.	Under	this	method,	an	owner	of	an	intangible	asset	determines	the	arm's	length royalty	that	likely	would	have	been	charged	if	the	owner	had	to	license	the	asset	from	a	third	party.	The	royalty,	which	is	based	on	the	estimated	rate applied	against	forecasted	sales,	is	tax-effected	and	discounted	to	present	value	using	a	discount	rate	commensurate	with	the	relative	risk	of	achieving the	cash	flow	attributable	to	the	asset.	Management	must	estimate	the	hypothetical	royalty	rate,	discount	rate,	and	terminal	growth	rate	to	estimate	the forecasted	cash	flows	associated	with	the	asset.

The	fair	value	of	IPR&D	is	estimated	using	a	multi-period	excess	earnings	model,	which	is	a	form	of	the	income	approach.	This	model	estimates	fair value	by	using	estimated	cash	flows	to	be	derived	from	this	technology.	The	estimated	cash	flows	are	generated	from	a	collection	of	assets,	including IPR&D,	but	also	 including	working	capital,	 fixed	assets	and	other	assets.	Therefore,	the	estimated	cash	flows	generated	by	these	other	assets	are deducted,	and	the	remaining	amount	(the	"excess	earnings")	are	allocated	to	IPR&D.	Key	management	judgments	include	making	assumptions	about	the expected	timing	to	complete	the	project,	future	cash	flows	based	on	growth	rates	of	revenue	and	expense,	expectations	of	erosion	rates	as	a	result	of future	replacement	technology,	discount	rates	and	working	capital	needs.

Discount	rates	and	perpetual	growth	rates	utilized	in	the	impairment	test	of	the	trade	names	during	the	fourth	quarter	 2015	are	comparable	to	the rates	utilized	in	the	impairment	test	of	goodwill.	The	compound	annual	growth	rate	in	revenues	projected	to	be	generated	from	the	trade	names	ranged from	4%	to	5%	and	a	royalty	rate	of	4%	was	assumed.	The	discount	rate	used	to	determine	fair	value	of	IPR&D	was	16.5%.	Discount	rate	assumptions are	based	on	an	assessment	of	the	risk	inherent	in	the	future	cash	flows	generated	from	the	respective	intangible	assets.	Assumptions	about	royalty rates	are	based	on	the	rates	at	which	similar	trade	names	are	being	licensed	in	the	marketplace.

No	impairment	was	recorded	as	a	result	of	the	annual	indefinite-lived	intangibles	impairment	testing	performed	during	the	fourth	quarter	2015.	For further	details	on	the	assessment	of	recoverability	of	finite-lived	intangible	assets	see	"Accounting	for	Long-Lived	Assets"	above.

In	May	2012,	we	acquired	Semprus	BioSciences,	a	biomedical	research	and	development	company	that	developed	a	polymer	surface	treatment technology	intended	to	reduce	thrombus	related	complications.	As	previously	disclosed,	we	experienced	difficulties	with	respect	to	the	development	of	the Semprus	technology	and	were	devoting	further	research	and	testing	towards	attempting	to	resolve	the	issue.	As	a	result	of	these	efforts,	we	believe	we have	 resolved	 the	 issue	 and	 are	 focused	 on	 seeking	 regulatory	 approval	 and	 engaging	 in	 additional	 research	 and	 development	 efforts	 to	 achieve commercialization	of	 this	 technology.	Despite	 this	progress,	significant	challenges	 to	commercialization	of	 the	Semprus	 technology	remain,	and	we ultimately	may	find	it	necessary	to	recognize	future	impairment	charges	with	respect	to	the	related	assets,	which	could	be	material.	As	of	December	31, 2015,	we	have	recorded	IPR&D	intangible	assets	of	 $41.0	million	related	to	Semprus.

# Accounting	for	Pensions	and	Other	Postretirement	Benefits

We	provide	a	range	of	benefits	to	eligible	employees	and	retired	employees,	including	pensions	and	postretirement	healthcare	benefits.	Several statistical	and	other	factors	that	are	designed	to	project	future	events	are	used	in	calculating	the	expense	and	liability	related	to	these	plans.	These	factors include	actuarial	assumptions	about	discount	rates,	expected	rates	of	return	on	plan	assets,	compensation	increases,	turnover	rates	and	healthcare	cost trend	rates.	We	review	the	actuarial	assumptions	on	an	annual	basis	and	make	modifications	to	the	assumptions	based	on	current	rates	and	trends	when appropriate.

Significant	differences	in	our	actual	experience	or	significant	changes	in	our	assumptions	may	materially	affect	our	pension	and	other	postretirement obligations	and	our	future	expense.	The	following	table	shows	the	sensitivity	of	plan	expenses	and	benefit	obligations	to	changes	in	the	weighted	average assumptions:

|  | Assumed	Discount	Rate | Expected	Return	on<br>Plan	Assets | Expected	Return	on<br>Plan	Assets | Assumed	Healthcare	Trend	Rate | Assumed	Healthcare	Trend	Rate |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 50\tBasis\tPoint | 50\tBasis\tPoint |  |  |  |
|  | Increase | Decrease | 50\tBasis\tPoint\tChange | 1.0%\tIncrease | 1.0%\tDecrease |
|  |  | (Dollars\tin\tmillions) | (Dollars\tin\tmillions) |  |  |
| Net\tperiodic\tpension\tand\tpostretirement\nhealthcare\texpense | $(0.4) | $0.4 | $1.6 | $0.2 | $(0.2) |
| Projected\tbenefit\tobligation | $(29.5) | $32.8 | N/A | $3.8 | $(3.3) |

Effective	December	31,	2015,	the	Company	changed	the	method	it	uses	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit cost	for	its	pension	and	other	postretirement	benefits	to	provide	a	more	precise	estimate.	Based	on	the	spot	rates	that	comprise	the	yield	curve	as	of December	31,	2015,	the	change	in	method	is	expected	to	result	in	a	decrease	in	the	service	and	interest	cost	components	for	2016	when	compared	to the	estimates	determined	using	the	prior	methodology.

For	additional	information	on	assumptions	pertaining	to	pension	and	other	postretirement	benefit	plans,	refer	to	Note	14	to	the	consolidated	financial statements	included	in	this	Annual	Report	on	Form	10-K.

# Share-based	Compensation

We	estimate	the	fair	value	of	share-based	awards	on	the	date	of	grant	using	an	option	pricing	model.	The	value	of	the	portion	of	the	award	that	is ultimately	expected	to	vest	is	recognized	as	expense	over	the	requisite	service	periods.	Share-based	compensation	expense	related	to	stock	options	is measured	using	a	Black-Scholes	option	pricing	model	that	takes	into	account	highly	subjective	and	complex	assumptions	with	respect	to	expected	life	of options,	volatility,	risk-free	interest	rate	and	expected	dividend	yield.	The	expected	life	of	options	granted	represents	the	period	of	time	that	options	are expected	to	be	outstanding,	which	is	derived	from	the	vesting	period	of	the	award,	as	well	as	historical	exercise	behavior.	Expected	volatility	is	based	on a	blend	of	historical	volatility	and	implied	volatility	derived	from	publicly	traded	options	to	purchase	our	common	stock,	which	we	believe	is	more	reflective of	market	conditions	and	a	better	indicator	of	expected	volatility	than	solely	using	historical	volatility.	The	risk-free	interest	rate	is	the	implied	yield	currently available	on	United	States	Treasury	zero-coupon	issues	with	a	remaining	term	equal	to	the	expected	life	of	the	option.	Share	based	compensation expense	for	2015,	2014	and	2013	was	$14.5	million,	$12.2	million	and	$11.9	million,	respectively.

# 	Accounting	for	Contingent	Consideration	Liabilities

In	connection	with	an	acquisition,	we	may	be	required	to	pay	future	consideration	that	is	contingent	upon	the	achievement	of	specified	objectives, such	as	receipt	of	regulatory	approval,	commercialization	of	a	product	or	achievement	of	sales	targets.	As	of	the	acquisition	date,	we	record	a	contingent liability	representing	the	estimated	fair	value	of	the	contingent	consideration	we	expect	to	pay.	The	fair	value	of	the	contingent	consideration	is	calculated based	on	a	probability-weighted	discounted	cash	flow	analysis.	We	remeasure	this	liability	each	reporting	period	and	record	the	change	in	the	liability's fair	value	 in	our	consolidated	statement	of	 income.	An	 increase	or	decrease	 in	 the	 fair	value	can	result	 from	changes	 in	 the	discount	rate,	 timing, estimated	probability	of	achievement	of	the	specified	objectives	and	revenue	estimates,	among	other	factors.	As	of	December	31,	2015,	the	range	of undiscounted	amounts	the	Company	could	be	required	to	pay	under	contingent	consideration	arrangements	is	between	$7.0	million	and	$43.8	million.	As of	December	31,	2015	and	2014,	we	accrued	$20.8	million	and	$33.4	million	of	contingent	consideration,	respectively.	For	the	years	ended	December 31,	2015,	2014	and	2013	we	recorded	reductions	to	contingent	consideration	of	 $4.4	million,	$8.2	million	and	$12.3	million,	respectively,	resulting	from changes	in	estimated	probabilities	associated	with	certain	regulatory	and	sales	milestones.

# Accounting	for	Income	Taxes

Our	annual	provision	for	income	taxes	and	determination	of	the	deferred	tax	assets	and	liabilities	require	management	to	assess	uncertainties,	make judgments	regarding	outcomes	and	utilize	estimates.	We	conduct	a	broad	range	of	operations	around	the	world,	subjecting	us	to	complex	tax	regulations in	numerous	international	jurisdictions,	resulting	at	times	in	tax	audits,	disputes	with	tax	authorities	and	potential	litigation,	the	outcome	of	which	is uncertain.	Management	must	make	judgments	about	such	uncertainties	and	determine	estimates	of	our	tax	assets	and	liabilities.	Deferred	tax	assets	and liabilities	are	measured	and	recorded	using	currently	enacted	tax	rates,	which	we	expect	will	apply	to	taxable	income	in	the	years	in	which	differences between	the	financial	statement	carrying	amounts	of	existing	assets	and	liabilities	and	their	tax	bases	are	recovered	or	settled.	The	likelihood	of	a	material change	 in	 our	 expected	 realization	 of	 these	 assets	 is	 dependent	 on	 future	 taxable	 income,	 our	 ability	 to	 use	 foreign	 tax	 credit	 carryforwards	 and carrybacks,	final	United	States	and	foreign	tax	settlements,	changes	in	tax	law,	and	the	effectiveness	of	our	tax	planning	strategies	in	the	various	relevant jurisdictions.	While	management	believes	that	its	judgments	and	interpretations	regarding	income	taxes	are	appropriate,	significant	differences	in	actual experience	may	require	future	adjustments	to	our	tax	assets	and	liabilities,	which	could	be	material.

In	assessing	the	realizability	of	our	deferred	tax	assets,	we	evaluate	all	positive	and	negative	evidence	and	use	judgments	regarding	past	and	future events,	including	results	of	operations	and	available	tax	planning	strategies	that	could	be	implemented	to	realize	the	deferred	tax	assets.	Based	on	this assessment,	we	determine	when	it	is	more	likely	than	not	that	all	or	some	portion	of	our	deferred	tax	assets	may	not	be	realized,	in	which	case	we	apply	a valuation	allowance	to	offset	the	amount	of	such	deferred	tax	assets.		To	the	extent	facts	and	circumstances	change	in	the	future,	adjustments	to	the valuation	allowances	may	be	required.

The	valuation	allowance	for	deferred	tax	assets	of	 $103.5	million	and	$99.1	million	at	December	31,	2015	and	2014,	respectively,	relates	principally to	the	uncertainty	of	the	utilization	of	tax	loss	and	credit	carryforwards	in	various	jurisdictions.

Significant	judgment	is	required	in	determining	income	tax	provisions	and	in	evaluating	tax	positions.	We	establish	additional	provisions	for	income taxes	when,	despite	the	belief	that	tax	positions	are	supportable,	there	remain	certain	positions	that	do	not	meet	the	minimum	probability	threshold,	which is	a	tax	position	that	is	more	likely	than	not	to	be	sustained	upon	examination	by	the	applicable	taxing	authority.	In	the	normal	course	of	business,	we	are examined	 by	 various	 federal,	 state	 and	 foreign	 tax	 authorities.	 We	 regularly	 assess	 the	 potential	 outcomes	 of	 these	 examinations	 and	 any	 future examinations	for	the	current	or	prior	years	in	determining	the	adequacy	of	our	provision	for	income	taxes.	We	adjust	the	income	tax	provision,	the	current tax	liability	and	deferred	taxes	in	any	period	in	which	we	become	aware	of	facts	that	necessitate	an	adjustment.	We	are	currently	under	examination	by the	Austrian,	Canadian,	German	and	United	States	tax	authorities	with	respect	to	our	income	tax	returns	for	those	countries	for	various	tax	years.	The ultimate	outcomes	of	the	examinations	could	result	in	increases	or	decreases	to	our	recorded	tax	liabilities,	which	would	affect	our	financial	results.

See	Note	13	to	the	consolidated	financial	statements	in	this	Annual	Report	on	Form	10-K	for	additional	information	regarding	our	uncertain	tax positions.

# New	Accounting	Standards

See	Note	2	to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	a	discussion	of	recently	issued	accounting standards,	including	estimated	effects,	if	any,	of	the	adoption	of	those	standards	on	our	consolidated	financial	statements.

# ITEM	7A.				QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

# Market	Risk

We	are	exposed	to	certain	financial	risks,	specifically	fluctuations	in	market	interest	rates,	foreign	currency	exchange	rates	and,	to	a	lesser	extent, commodity	prices.	We	use	derivative	financial	instruments	to	manage	or	reduce	the	impact	of	some	of	these	risks.	We	do	not	enter	into	derivative instruments	for	trading	purposes.	We	are	also	exposed	to	changes	in	the	market	traded	price	of	our	common	stock	as	it	influences	the	valuation	of	stock options	and	their	effect	on	earnings.

# Interest	Rate	Risk

We	are	exposed	to	changes	in	interest	rates	as	a	result	of	our	borrowing	activities	and	our	cash	balances.	The	table	below	provides	information regarding	 the	amortization	and	related	 interest	rates	by	year	of	maturity	 for	our	 fixed	and	variable	rate	debt	obligations.	Variable	 interest	rates	on December	31,	2015	were	determined	using	a	base	rate	of	the	one-month	LIBOR	rate	plus	the	applicable	spread.

|  | 2016 | 2017 | 2018 | 2019 | 2020 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (Dollars\tin\tthousands) |  |  |  |
| Fixed\trate\tdebt(1) | $399,641 | $— | $— | $— | $— | $250,000 | $649,641 |
| Average\tinterest\trate | 3.875% | —% | —% | —% | —% | 5.250% | 4.404% |
| Variable\trate\tdebt | $43,300 | $— | $396,000 | $— | $— | $— | $439,300 |
| Average\tinterest\trate | 1.180% | —% | 2.174% | —% | —% | —% | 2.076% |

(1) The	Convertible	Notes,	which	mature	in	2017,	are	shown	as	maturing	in	2016	because	our	stock	price	has	exceeded	the	amount	specified	to	enable	conversion.	See	Note	8 to	the	consolidated	financial	statements	included	in	this	Annual	Report	on	Form	10-K	for	additional	details	regarding	the	Convertible	Notes.

A	change	of	1.0%	 in	variable	 interest	rates	would increase	or	decrease	annual interest	expense	by	approximately $2.8	million	 based	 on	 our outstanding	debt	as	of	December	31,	2015.

# Foreign	Currency	Risk

We	are	exposed	to	currency	fluctuations	in	connection	with	transactions,	as	well	as	monetary	assets	and	liabilities,	denominated	in	currencies	other than	the	functional	currencies	of	certain	subsidiaries.	We	enter	into	forward	contracts	with	several	major	financial	institutions	to	hedge	the	risk	associated with	these	exposures,	which	are	primarily	contracts	to	buy	or	sell	a	foreign	currency	against	the	U.S.	dollar	or	the	euro.	The	contracts	entered	into	to hedge	transactions	denominated	in	non-functional	currencies	are	designated	as	cash	flow	hedges.	The	contracts	to	hedge	monetary	asset	and	liabilities denominated	in	non-functional	currencies	are	not	designated	as	cash	flow,	fair	value	or	net	investment	hedges.

The	following	table	provides	information	regarding	our	open	foreign	currency	forward	contracts	at	December	31,	2015,	which	mature	during	2016.	As of	December	31,	2015,	the	total	notional	amount	for	the	designated	and	non-designated	contracts,	expressed	in	U.S.	dollars,	is	$49.5	million	and	$69.1 million,	respectively.	Forward	contract	notional	amounts	presented	below	are	expressed	in	the	stated	currencies.

# Forward	Currency	Contracts:

|  | (in	thousands) |  |
| :--- | :--- | :--- |
|  | Designated | Non-designated |
| Australian\tdollar | (1,125) | (8,550) |
| British\tpound | (3,005) | (2,463) |
| Canadian\tdollar | — | (3,186) |
| Chinese\trenminbi | (65,660) | (87,427) |
| Czech\tkoruna | 170,145 | 72,527 |
| Euro | (492) | 49,496 |
| Japanese\tyen | — | (2,196,652) |
| Korean\twon | — | (3,008,613) |
| Malaysian\tringgit | 27,513 | 9,715 |
| Mexican\tpeso | 183,335 | (4,304) |
| Singapore\tdollar | 5,145 | — |
| South\tAfrican\trand | (25,625) | (40,193) |
| Swiss\tfranc | (1,455) | — |
| United\tStates\tdollar | (9,177) | (10,335) |

We	had	no	open	forward	contracts	as	of	December	31,	2014.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

The	financial	statements	and	supplementary	data	required	by	this	Item	are	included	herein,	commencing	on	page	F-1.

# ITEM	9. CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE

# None.

# ITEM	9A. CONTROLS	AND	PROCEDURES

# (a)	Evaluation	of	Disclosure	Controls	and	Procedures

Our	management,	with	the	participation	of	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	evaluated	the	effectiveness	of	our	disclosure controls	and	procedures	as	of	the	end	of	the	period	covered	by	this	report.	Based	on	that	evaluation,	the	Chief	Executive	Officer	and	Chief	Financial Officer	concluded	that	our	disclosure	controls	and	procedures	as	of	the	end	of	the	period	covered	by	this	report	are	functioning	effectively	to	provide reasonable	assurance	that	the	information	required	to	be	disclosed	by	us	in	reports	filed	under	the	Securities	Exchange	Act	of	1934	is	(i)	recorded, processed,	summarized	and	reported	within	the	time	periods	specified	in	the	SEC's	rules	and	forms	and	(ii)	accumulated	and	communicated	to	our management,	including	the	Chief	Executive	Officer	and	Chief	Financial	Officer,	as	appropriate	to	allow	timely	decisions	regarding	disclosure.	A	controls system	cannot	provide	absolute	assurance,	however,	that	the	objectives	of	the	controls	system	are	met,	and	no	evaluation	of	controls	can	provide absolute	assurance	that	all	control	issues	and	instances	of	fraud,	if	any,	within	a	company	have	been	detected.

# (b)	Management's	Report	on	Internal	Control	Over	Financial	Reporting

Our	management's	report	on	internal	control	over	financial	reporting	is	set	forth	on	page	F-2	of	this	Annual	Report	on	Form	10-K	and	is	incorporated by	reference	herein.

(c)	Change	in	Internal	Control	over	Financial	Reporting

No	change	in	our	internal	control	over	financial	reporting	occurred	during	our	most	recent	fiscal	quarter	that	has	materially	affected,	or	is	reasonably likely	to	materially	affect,	our	internal	control	over	financial	reporting.

# ITEM	9B. OTHER	INFORMATION

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

For	the	information	required	by	this	Item	10,	other	than	information	with	respect	to	our	Executive	Officers	contained	at	the	end	of	Part	I,	Item	1	of	this report,	see	"Election	Of	Directors,"	"Nominees	for	Election	to	the	Board	of	Directors,"	"Corporate	Governance"	and	"Section	16(a)	Beneficial	Ownership Reporting	Compliance,"	in	the	Proxy	Statement	for	our	2016	Annual	Meeting,	which	information	is	incorporated	herein	by	reference.	The	Proxy	Statement for	our	2016	Annual	Meeting	will	be	filed	within	120	days	of	the	close	of	our	year.

For	the	information	required	by	this	Item	10	with	respect	to	our	Executive	Officers,	see	Part	I,	Item	1.	of	this	report.

# ITEM	11. EXECUTIVE	COMPENSATION

For	 the	 information	required	by	 this	 Item	11,	see	"Compensation	Discussion	and	Analysis,"	"Compensation	Committee	Report,"	and	"Executive Compensation"	in	the	Proxy	Statement	for	our	2016	Annual	Meeting,	which	information	is	incorporated	herein	by	reference.

# ITEM	12. SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS

For	the	information	required	by	this	Item	12	with	respect	to	beneficial	ownership	of	our	common	stock,	see	"Security	Ownership	of	Certain	Beneficial Owners	and	Management"	in	the	Proxy	Statement	for	our	2016	Annual	Meeting,	which	information	is	incorporated	herein	by	reference.

The	following	table	sets	forth	certain	information	as	of	 December	31,	2015	regarding	our	equity	plans	:

| Number	of	Securities<br>to	be	Issued	Upon<br>Exercise	of<br>Outstanding	Options,	Warrants	and<br>Rights<br>(A) | Weighted-Average<br>Exercise	Price	of<br>Outstanding	Options,	Warrants	and<br>Rights<br>(B) | Number	of	Securities<br>Remaining	Available	for<br>Future	Issuance	Under<br>Equity	Compensation<br>Plans	(Excluding<br>Securities	Reflected	in	Column	(A))<br>(C) |
| :--- | :--- | :--- |
| 1,442,912 | $86.98 | 4,446,967 |

# ITEM	13. CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCE

For	the	information	required	by	this	Item	13,	see	"Certain	Transactions"	and	"Corporate	Governance"	in	the	Proxy	Statement	for	our 2016	Annual Meeting,	which	information	is	incorporated	herein	by	reference.

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND	SERVICES

For	 the	 information	 required	 by	 this	 Item	 14,	 see	 "Audit	 and	 Non-Audit	 Fees"	 and "Audit	 Committee	 Pre-Approval	 Procedures" in the	 Proxy Statement	for	our	2016	Annual	Meeting,	which	information	is	incorporated	herein	by	reference.

# PART	IV

# 	ITEM	15. EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

# (a) Consolidated	Financial	Statements:

The	Index	to	Consolidated	Financial	Statements	and	Schedule	is	set	forth	on	page	F-1	of	this	Annual	Report	on	Form	10-K.

# (b) Exhibits:

The	Exhibits	are	listed	in	the	Index	to	Exhibits.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	Annual	Report	to	be signed	on	its	behalf	by	the	undersigned,	thereunto	duly	authorized	as	of	the	date	indicated	below.

/s/	Benson	F.	Smith

Benson	F.	Smith

Chairman,	President	and	Chief

# Executive	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the registrant	and	in	the	capacities	and	as	of	the	date	indicated	below.

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# FINANCIAL	STATEMENT	SCHEDULE

# MANAGEMENT'S	REPORT	ON	INTERNAL	CONTROL	OVER	FINANCIAL	REPORTING

The	management	of	Teleflex	Incorporated	and	its	subsidiaries	(the	"Company")	is	responsible	for	establishing	and	maintaining	adequate	internal control	over	financial	reporting.	Internal	control	over	financial	reporting	is	a	process	designed	by,	or	under	the	supervision	of	our	Chief	Executive	Officer and	Chief	Financial	Officer	and	effected	by	 the	Company's	board	of	directors,	management	and	other	personnel,	 to	provide	reasonable	assurance regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted accounting	principles.	A	company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	pertain	to	the	maintenance	of records	 that,	 in	 reasonable	 detail,	 accurately	 and	 fairly	 reflect	 the	 transactions	 and	 dispositions	 of	 the	 assets	 of	 the	 company;	 provide	 reasonable assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the company;	and	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	 of	 its	 inherent	 limitations,	 internal	 control	 over	 financial	 reporting	 may	 not	 prevent	 or	 detect	 misstatements.	Also,	 projections	 of	 any evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

Management	 assessed	 the	 effectiveness	 of	 the	 Company's	 internal	 control	 over	 financial	 reporting	 as	 of	 December	31,	2015.	 In	 making	 this assessment,	management	used	the	framework	established	in	Internal	Control	—	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission	(COSO).	As	a	result	of	this	assessment	and	based	on	the	criteria	in	the	COSO	framework,	management	has concluded	that,	as	of	December	31,	2015,	the	Company's	internal	control	over	financial	reporting	was	effective.

The	effectiveness	of	the	Company's	internal	control	over	financial	reporting	as	of	 December	31,	2015	has	been	audited	by	PricewaterhouseCoopers LLP,	an	independent	registered	public	accounting	firm,	as	stated	in	their	report	which	appears	herein.

/s/	Benson	F.	Smith /s/	Thomas	E.	Powell

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

To	the	Board	of	Directors	and	Shareholders	of	Teleflex	Incorporated:

In	our	opinion,	the	consolidated	financial	statements	listed	in	the	accompanying	index	appearing	on	page	F-1	present	fairly,	in	all	material	respects,	the financial	position	of	Teleflex	Incorporated	at	December	31,	2015	and	2014,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three years	in	the	period	ended	December	31,	2015	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America.	In	addition,	in our	opinion,	 the	 financial	statement	schedule	 listed	 in	 the	accompanying	 index	appearing	on	page	F-1	presents	 fairly,	 in	all	material	respects,	 the information	set	forth	therein	when	read	in	conjunction	with	the	related	consolidated	financial	statements.	Also	in	our	opinion,	the	Company	maintained,	in all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2015,	based	on	criteria	established in	Internal	Control	— Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	The	Company's	management is	responsible	for	these	financial	statements	and	financial	statement	schedule,	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its assessment	 of	 the	 effectiveness	 of	 internal	 control	 over	 financial	 reporting,	 included	 in	 "Management's	 Report	 on	 Internal	 Control	 over	 Financial Reporting"	appearing	on	page	F-2.	Our	responsibility	is	to	express	opinions	on	these	financial	statements,	on	the	financial	statement	schedule,	and	on	the Company's	internal	control	over	financial	reporting	based	on	our	integrated	audits.	We	conducted	our	audits	in	accordance	with	the	standards	of	the Public	 Company	Accounting	 Oversight	 Board	 (United	 States).	 Those	 standards	 require	 that	 we	 plan	 and	 perform	 the	 audits	 to	 obtain	 reasonable assurance	about	whether	the	financial	statements	are	free	of	material	misstatement	and	whether	effective	internal	control	over	financial	reporting	was maintained	in	all	material	respects.	Our	audits	of	the	financial	statements	included	examining,	on	a	test	basis,	evidence	supporting	the	amounts	and disclosures	in	the	financial	statements,	assessing	the	accounting	principles	used	and	significant	estimates	made	by	management,	and	evaluating	the overall	financial	statement	presentation.	Our	audit	of	internal	control	over	financial	reporting	included	obtaining	an	understanding	of	internal	control	over financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

As	discussed	in	Note	2	to	the	consolidated	financial	statements,	the	Company	changed	the	manner	in	which	it	classifies	deferred	taxes	in	2015	and	2014 due	to	the	adoption	of	Accounting	Standards	Update	2015-17,	Balance	Sheet	Classification	of	Deferred	Taxes.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal control	over	financial	reporting	includes	those	policies	and	procedures	that	(i)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(ii)	provide	reasonable	assurance	that	transactions	are	recorded	as necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(iii)	provide	reasonable	assurance regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the financial	statements.

/s/	PricewaterhouseCoopers	LLP Philadelphia,	Pennsylvania February	25,	2016

# CONSOLIDATED	STATEMENTS	OF	INCOME

| Net	revenues | $1,809,690 | $1,839,832 | $1,696,271 |
| :--- | :--- | :--- | :--- |
| Cost\tof\tgoods\tsold | 865,287 | 897,404 | 857,326 |
| Gross\tprofit | 944,403 | 942,428 | 838,945 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 568,982 | 578,657 | 502,187 |
| Research\tand\tdevelopment\texpenses | 52,119 | 61,040 | 65,045 |
| Restructuring\tand\tother\timpairment\tcharges | 7,819 | 17,869 | 38,452 |
| Gain\ton\tsale\tof\tassets | (408) | — | — |
| Income\tfrom\tcontinuing\toperations\tbefore\tinterest,\tloss\ton\textinguishment\tof\tdebt\tand\ttaxes | 315,891 | 284,862 | 233,261 |
| Interest\texpense | 61,323 | 65,458 | 56,905 |
| Interest\tincome | (532) | (706) | (624) |
| Loss\ton\textinguishment\tof\tdebt | 10,454 | — | 1,250 |
| Income\tfrom\tcontinuing\toperations\tbefore\ttaxes | 244,646 | 220,110 | 175,730 |
| Taxes\ton\tincome\tfrom\tcontinuing\toperations | 7,838 | 28,650 | 23,547 |
| Income\tfrom\tcontinuing\toperations | 236,808 | 191,460 | 152,183 |
| Operating\tloss\tfrom\tdiscontinued\toperations | (1,730) | (3,407) | (2,205) |
| Tax\t(benefit)\ton\tloss\tfrom\tdiscontinued\toperations | (10,635) | (698) | (1,770) |
| Gain\t(loss)\ton\tdiscontinued\toperations | 8,905 | (2,709) | (435) |
| Net\tincome | 245,713 | 188,751 | 151,748 |
| Less:\tIncome\tfrom\tcontinuing\toperations\tattributable\tto\tnoncontrolling\tinterest | 850 | 1,072 | 867 |
| Net\tincome\tattributable\tto\tcommon\tshareholders | $244,863 | $187,679 | $150,881 |
| Earnings\tper\tshare\tavailable\tto\tcommon\tshareholders: |  |  |  |
| Basic: |  |  |  |
| Income\tfrom\tcontinuing\toperations | $5.68 | $4.60 | $3.68 |
| Income\t(loss)\ton\tdiscontinued\toperations | 0.21 | (0.06) | (0.01) |
| Net\tincome | $5.89 | $4.54 | $3.67 |
| Diluted: |  |  |  |
| Income\tfrom\tcontinuing\toperations | $4.91 | $4.10 | $3.46 |
| Income\t(loss)\ton\tdiscontinued\toperations | 0.19 | (0.06) | (0.01) |
| Net\tincome | $5.10 | $4.04 | $3.45 |
| Dividends\tper\tshare | $1.36 | $1.36 | $1.36 |
| Weighted\taverage\tcommon\tshares\toutstanding: |  |  |  |
| Basic | 41,558 | 41,366 | 41,105 |
| Diluted | 48,058 | 46,470 | 43,693 |
| Amounts\tattributable\tto\tcommon\tshareholders: |  |  |  |
| Income\tfrom\tcontinuing\toperations,\tnet\tof\ttax | $235,958 | $190,388 | $151,316 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | 8,905 | (2,709) | (435) |
| Net\tincome | $244,863 | $187,679 | $150,881 |

The	accompanying	notes	are	an	integral	part	of	the	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

| Net	income | $245,713 | $188,751 | $151,748 |
| :--- | :--- | :--- | :--- |
| Other\tcomprehensive\tincome,\tnet\tof\ttax: |  |  |  |
| Foreign\tcurrency: |  |  |  |
| Foreign\tcurrency\ttranslation\tcontinuing\toperations\tadjustments,\tnet\tof\ttax\tof\n$24,150,\t$24,818\tand\t$(8,086),\trespectively | (110,671) | (105,410) | (9,637) |
| Foreign\tcurrency\ttranslation,\tnet\tof\ttax | (110,671) | (105,410) | (9,637) |
| Pension\tand\tother\tpostretirement\tbenefits\tplans: |  |  |  |
| Prior\tservice\tcost\trecognized\tin\tnet\tperiodic\tcost,\tnet\tof\ttax\tof\t$9\tand\t$9\tin\n2014\tand\t2013,\trespectively | — | (12) | (12) |
| Transition\tobligation\trecognized\tin\tnet\tperiodic\tcost,\tnet\tof\ttax\tof\t$(2)\tin\t2013 | — | — | 3 |
| Unamortized\t(loss)\tgain\tarising\tduring\tthe\tperiod,\tnet\tof\ttax\tof\t$1,469,\n$26,624\tand\t$(14,638),\trespectively | (2,137) | (48,245) | 25,641 |
| Net\tloss\trecognized\tin\tnet\tperiodic\tcost,\tnet\tof\ttax\tof\t$(2,242),\t$(1,544)\tand |  |  |  |
| $(2,446),\trespectively | 4,133 | 2,841 | 4,765 |
| Foreign\tcurrency\ttranslation,\tnet\tof\ttax\tof\t$(316),\t$(265)\tand\t$(66),\nrespectively | 861 | 709 | (177) |
| Pension\tand\tother\tpostretirement\tbenefits\tplans\tadjustment,\tnet\tof\ttax | 2,857 | (44,707) | 30,220 |
| Derivatives\tqualifying\tas\thedges: |  |  |  |
| Unrealized\tgain\t(loss)\ton\tderivatives\tarising\tduring\tthe\tperiod,\tnet\tof\ttax\t$379,\n$(111)\tand\t$(265),\trespectively | (2,974) | 594 | (549) |
| Reclassification\tadjustment\ton\tderivatives\tincluded\tin\tnet\tincome,\tnet\tof\ttax\tof\n$(196),\t$111\tand\t$46,\trespectively | 483 | (594) | 930 |
| Derivatives\tqualifying\tas\thedges,\tnet\tof\ttax | (2,491) | — | 381 |
| \tOther\tcomprehensive\t(loss)\tincome,\tnet\tof\ttax | (110,305) | (150,117) | 20,964 |
| \tComprehensive\tincome | 135,408 | 38,634 | 172,712 |
| Less:\tcomprehensive\tincome\tattributable\tto\tnoncontrolling\tinterest | 774 | 995 | 638 |
| Comprehensive\tincome\tattributable\tto\tcommon\tshareholders | $134,634 | $37,639 | $172,074 |

# CONSOLIDATED	BALANCE	SHEETS

| Cash	and	cash	equivalents | $338,366 | $303,236 |
| :--- | :--- | :--- |
| Accounts\treceivable,\tnet | 262,416 | 273,704 |
| Inventories,\tnet | 330,275 | 335,593 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | 37,507 | 35,697 |
| Prepaid\ttaxes | 30,895 | 40,256 |
| Assets\theld\tfor\tsale | 6,972 | 7,422 |
| Total\tcurrent\tassets | 1,006,431 | 995,908 |
| Property,\tplant\tand\tequipment,\tnet | 316,123 | 317,435 |
| Goodwill | 1,295,852 | 1,323,553 |
| Intangibles\tassets,\tnet | 1,199,975 | 1,216,720 |
| Investments\tin\taffiliates | 152 | 1,150 |
| Deferred\ttax\tassets | 2,341 | 4,011 |
| Other\tassets | 57,642 | 64,010 |
| Total\tassets | $3,878,516 | $3,922,787 |
| LIABILITIES\tAND\tEQUITY |  |  |
| Current\tliabilities |  |  |
| Current\tborrowings | $419,942 | $368,401 |
| Accounts\tpayable | 66,305 | 64,100 |
| Accrued\texpenses | 64,017 | 72,383 |
| Current\tportion\tof\tcontingent\tconsideration | 7,291 | 11,276 |
| Payroll\tand\tbenefit-related\tliabilities | 84,658 | 85,442 |
| Accrued\tinterest | 7,480 | 9,169 |
| Income\ttaxes\tpayable | 8,059 | 13,768 |
| Other\tcurrent\tliabilities | 8,960 | 8,230 |
| Total\tcurrent\tliabilities | 666,712 | 632,769 |
| Long-term\tborrowings | 646,000 | 700,000 |
| Deferred\ttax\tliabilities | 315,983 | 399,203 |
| Pension\tand\tpostretirement\tbenefit\tliabilities | 149,441 | 167,241 |
| Noncurrent\tliability\tfor\tuncertain\ttax\tpositions | 40,400 | 50,884 |
| Other\tliabilities | 48,887 | 58,991 |
| Total\tliabilities | 1,867,423 | 2,009,088 |
| Commitments\tand\tcontingencies\t(See\tNote\t15) |  |  |
| Common\tshareholders'\tequity |  |  |
| Common\tshares,\t$1\tpar\tvalue\tIssued:\t2015\t—\t43,517\tshares;\t2014\t—\t43,420\tshares | 43,517 | 43,420 |
| Additional\tpaid-in\tcapital | 440,127 | 422,394 |
| Retained\tearnings | 2,016,176 | 1,827,845 |
| Accumulated\tother\tcomprehensive\tloss | (371,124) | (260,895) |
|  | 2,128,696 | 2,032,764 |
| Less:\tTreasury\tstock,\tat\tcost | 119,424 | 121,455 |
| Total\tcommon\tshareholders'\tequity | 2,009,272 | 1,911,309 |
| Noncontrolling\tinterest | 1,821 | 2,390 |
| Total\tequity | 2,011,093 | 1,913,699 |
| Total\tliabilities\tand\tequity | $3,878,516 | $3,922,787 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

| Net	income | $245,713 | $188,751 | $151,748 |
| :--- | :--- | :--- | :--- |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| (Income)\tloss\tfrom\tdiscontinued\toperations | (8,905) | 2,709 | 435 |
| Depreciation\texpense | 46,013 | 50,207 | 42,368 |
| Amortization\texpense\tof\tintangible\tassets | 62,380 | 60,926 | 50,608 |
| Amortization\texpense\tof\tdeferred\tfinancing\tcosts\tand\tdebt\tdiscount | 16,941 | 15,897 | 14,959 |
| Loss\ton\textinguishment\tof\tdebt | 10,454 | — | 1,250 |
| Changes\tin\tcontingent\tconsideration | (4,576) | (7,418) | (12,642) |
| Impairment\tof\tlong-lived\tassets | — | — | 3,460 |
| Stock-based\tcompensation | 14,467 | 12,227 | 11,871 |
| Net\tgain\ton\tsales\tof\tbusinesses\tand\tassets | (408) | — | — |
| Deferred\tincome\ttaxes,\tnet | (54,413) | (14,153) | (10,182) |
| Other | (20,775) | (8,968) | (1,319) |
| Changes\tin\toperating\tassets\tand\tliabilities,\tnet\tof\teffects\tof\tacquisitions\tand\tdisposals: |  |  |  |
| Accounts\treceivable | 398 | 9,394 | (1,294) |
| Inventories | (8,371) | (15,531) | (8,931) |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | (3,027) | 1,422 | (5,926) |
| Accounts\tpayable\tand\taccrued\texpenses | (117) | 9,818 | 2,001 |
| Income\ttaxes\treceivable\tand\tpayable,\tnet | 7,672 | (15,040) | (7,107) |
| Net\tcash\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\toperations | 303,446 | 290,241 | 231,299 |
| Cash\tflows\tfrom\tinvesting\tactivities\tof\tcontinuing\toperations: |  |  |  |
| Expenditures\tfor\tproperty,\tplant\tand\tequipment | (61,448) | (67,571) | (63,580) |
| Payments\tfor\tbusinesses\tand\tintangibles\tacquired,\tnet\tof\tcash\tacquired | (93,808) | (45,777) | (309,008) |
| Proceeds\tfrom\tsales\tof\tbusinesses\tand\tassets | 408 | 5,251 | — |
| Investments\tin\taffiliates | — | (40) | (50) |
| Net\tcash\tused\tin\tinvesting\tactivities\tfrom\tcontinuing\toperations | (154,848) | (108,137) | (372,638) |
| Cash\tflows\tfrom\tfinancing\tactivities\tof\tcontinuing\toperations: |  |  |  |
| Proceeds\tfrom\tnew\tborrowings | 288,100 | 250,000 | 680,000 |
| Reduction\tin\tborrowings | (303,757) | (480,102) | (375,000) |
| Debt\textinguishment,\tissuance\tand\tamendment\tfees | (9,017) | (4,494) | (6,400) |
| Proceeds\tfrom\tshare\tbased\tcompensation\tplans\tand\tthe\trelated\ttax\timpacts | 4,994 | 4,245 | 6,181 |
| Payments\tto\tnoncontrolling\tinterest\tshareholders | (1,343) | (1,094) | (736) |
| Payments\tfor\tcontingent\tconsideration | (8,028) | — | (16,958) |
| Dividends | (56,532) | (56,258) | (55,917) |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities\tfrom\tcontinuing\toperations | (85,583) | (287,703) | 231,170 |
| Cash\tflows\tfrom\tdiscontinued\toperations: |  |  |  |
| Net\tcash\tused\tin\toperating\tactivities | (2,636) | (3,676) | (3,327) |
| Net\tcash\tused\tin\tdiscontinued\toperations | (2,636) | (3,676) | (3,327) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (25,249) | (19,473) | 8,441 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 35,130 | (128,748) | 94,945 |
| Cash\tand\tcash\tequivalents\tat\tthe\tbeginning\tof\tthe\tyear | 303,236 | 431,984 | 337,039 |
| Cash\tand\tcash\tequivalents\tat\tthe\tend\tof\tthe\tyear | $338,366 | $303,236 | $431,984 |
| Supplemental\tCash\tFlow\tInformation: |  |  |  |
| Cash\tinterest\tpaid | $45,973 | $49,797 | $43,581 |
| Income\ttaxes\tpaid,\tnet\tof\trefunds | $56,079 | $52,869 | $43,975 |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY

|  | Common	Stock<br>Shares | Dollars | Additional<br>Paid	in<br>Capital | Retained<br>Earnings | Accumulated<br>Other	Comprehensive<br>Income	(loss) | Treasury<br>Stock<br>Shares | Dollars | Noncontrolling<br>Interest | Total	Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (Dollars\tand\tshares\tin\tthousands,\texcept\tper\tshare) | (Dollars\tand\tshares\tin\tthousands,\texcept\tper\tshare) | (Dollars\tand\tshares\tin\tthousands,\texcept\tper\tshare) |  |  |  |
| Balance\tat\tDecember\t31,\t2012 | 43,102 | $43,102 | $394,384 | $1,601,460 | $(132,048) | 2,130 | $(127,948) | $2,587 | $1,781,537 |
| Net\tincome |  |  |  | 150,881 |  |  |  | 867 | 151,748 |
| Cash\tdividends\t($1.36\tper\tshare) |  |  |  | (55,917) |  |  |  |  | (55,917) |
| Other\tcomprehensive\tincome |  |  |  |  | 21,193 |  |  | (229) | 20,964 |
| Distributions\tto\tnoncontrolling\tinterest\nshareholders |  |  |  |  |  |  |  | (736) | (736) |
| Shares\tissued\tunder\tcompensation\tplans | 141 | 141 | 14,963 |  |  | (65) | 3,270 |  | 18,374 |
| Deferred\tcompensation |  |  | (9) |  |  | (1) | 55 |  | 46 |
| Balance\tat\tDecember\t31,\t2013 | 43,243 | 43,243 | 409,338 | 1,696,424 | (110,855) | 2,064 | (124,623) | 2,489 | 1,916,016 |
| Net\tincome |  |  |  | 187,679 |  |  |  | 1,072 | 188,751 |
| Cash\tdividends\t($1.36\tper\tshare) |  |  |  | (56,258) |  |  |  |  | (56,258) |
| Other\tcomprehensive\tloss |  |  |  |  | (150,040) |  |  | (77) | (150,117) |
| Distributions\tto\tnoncontrolling\tinterest\nshareholders |  |  |  |  |  |  |  | (1,094) | (1,094) |
| Settlement\tof\tconvertible\tnotes |  |  | (42) |  |  | (1) | 43 |  | 1 |
| Settlement\tof\tnote\thedges\tassociated\twith\nconvertible\tnotes |  |  | 79 |  |  | 1 | (77) |  | 2 |
| Shares\tissued\tunder\tcompensation\tplans | 177 | 177 | 13,019 |  |  | (81) | 3,081 |  | 16,277 |
| \tDeferred\tcompensation |  |  |  |  |  | (2) | 121 |  | 121 |
| Balance\tat\tDecember\t31,\t2014 | 43,420 | 43,420 | 422,394 | 1,827,845 | (260,895) | 1,981 | (121,455) | 2,390 | 1,913,699 |
| Net\tincome |  |  |  | 244,863 |  |  |  | 850 | 245,713 |
| Cash\tdividends\t($1.36\tper\tshare) |  |  |  | (56,532) |  |  |  |  | (56,532) |
| Other\tcomprehensive\tloss |  |  |  |  | (110,229) |  |  | (76) | (110,305) |
| Distributions\tto\tnoncontrolling\tinterest\nshareholders |  |  |  |  |  |  |  | (1,343) | (1,343) |
| Settlement\tof\tconvertible\tnotes |  |  | (128) |  |  | (2) | 133 |  | 5 |
| Settlement\tof\tnote\thedges\tassociated\twith\nconvertible\tnotes |  |  | 270 |  |  | 2 | (269) |  | 1 |
| Shares\tissued\tunder\tcompensation\tplans | 97 | 97 | 17,591 |  |  | (70) | 2,094 |  | 19,782 |
| \tDeferred\tcompensation |  |  |  |  |  | (3) | 73 |  | 73 |
| Balance\tat\tDecember\t31,\t2015 | 43,517 | $43,517 | $440,127 | $2,016,176 | $(371,124) | 1,908 | $(119,424) | $1,821 | $2,011,093 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# Note	1	—	Summary	of	significant	accounting	policies

Consolidation:	 The consolidated	 financial	 statements	 include	 the	 accounts	 of	 Teleflex	 Incorporated	 and	 its	 subsidiaries	 (the	 "Company"). Intercompany	transactions	are	eliminated	in	consolidation.	Investments	in	affiliates	over	which	the	Company	has	significant	influence	but	not	a	controlling equity	interest,	including	variable	interest	entities	of	which	the	Company	is	not	the	primary	beneficiary,	are	accounted	for	using	the	equity	method. Investments	in	affiliates	over	which	the	Company	does	not	have	significant	influence	are	accounted	for	using	the	cost	method	of	accounting.	These consolidated	 financial	 statements	 have	 been	 prepared	 in	 conformity	 with	 accounting	 principles	 generally	 accepted	 in	 the	 United	 States	 of	America ("GAAP")	and	reflect	management's	estimates	and	assumptions	that	affect	the	recorded	amounts.

Effective	April	1,	2015,	the	Company	realigned	its	operating	segments	to	reflect	the	reorganization	of	its	businesses	to	better	leverage	its	resources. All	prior	comparative	periods	have	been	restated	to	reflect	these	changes.	See	Note	16	to	the	consolidated	financial	statements	for	additional	information on	the	realignment	of	the	Company's	operating	segments.

Use	of	estimates:	The	preparation	of	financial	statements	in	conformity	with	GAAP	requires	management	to	make	estimates	and	assumptions	that affect	the	reported	amounts	of	assets	and	liabilities	and	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	financial	statements	and	the reported	amounts	of	net	revenues	and	expenses	during	the	reporting	period.	Actual	results	could	differ	from	those	estimates.

Cash	and	cash	equivalents:	All	highly	liquid	debt	instruments	with	an	original	maturity	of	three	months	or	less	are	classified	as	cash	equivalents.	The carrying	value	of	cash	equivalents	approximates	the	current	market	value.

Accounts	receivable:	Accounts	receivable	represents	amounts	due	from	customers	related	to	the	sale	of	products	and	provision	of	services.	An allowance	for	doubtful	accounts	is	maintained	and	represents	the	Company's	estimate	of	the	amount	of	uncollectible	receivables.	The	allowance	is provided	at	such	time	as	management	believes	reasonable	doubt	exists	that	such	balances	will	be	collected	within	a	reasonable	period	of	time.	The allowance	is	based	on	the	Company's	historical	collection	experience	with	respect	to	the	customer,	the	length	of	time	an	account	is	outstanding,	the financial	position	of	 the	customer	and	 information	provided	by	credit	rating	services.	 In	addition,	 the	Company	maintains	a	reserve	 for	returns	and allowances	based	on	its	historical	experience.	See	Note	9	to	the	consolidated	financial	statements	for	information	on	the	Company's	concentration	of credit	risk	with	respect	to	trade	accounts	receivable,	as	well	as	the	Company's	allowance	for	doubtful	accounts.

Inventories:		Inventories	are	valued	at	the	lower	of	cost	or	market.	The	cost	of	the	Company's	inventories	is	determined	using	the	average	cost method.	 Elements	 of	 cost	 in	 inventory	 include	 raw	 materials,	 direct	 labor,	 and	 manufacturing	 overhead.	 In	 estimating	 market	 value,	 the	 Company evaluates	inventory	for	excess	and	obsolete	quantities	based	on	estimated	usage	and	sales	among	other	factors.

Property,	plant	and	equipment:	Property,	plant	and	equipment	are	stated	at	cost,	net	of	accumulated	depreciation.	Costs	incurred	to	develop	internal- use	computer	software	during	the	application	development	stage	generally	are	capitalized.	Costs	of	enhancements	to	internal-use	computer	software	are capitalized,	provided	that	these	enhancements	result	in	additional	functionality.	Other	additions	and	those	improvements	which	increase	the	capacity	or lengthen	the	useful	lives	of	the	assets	are	also	capitalized.	Composite	useful	lives	for	property,	plant	and	equipment,	which	are	depreciated	on	a	straight- line	basis,	are	as	follows:	land	improvements	—	5	years;	buildings	—	30	years;	machinery	and	equipment	—	3	to	10	years;	computer	equipment	and software	—	3	to	10	years.	Leasehold	improvements	are	depreciated	over	the	lesser	of	the	useful	lives	of	the	leasehold	improvements	or	the	remaining lease	periods.	Repairs	and	maintenance	costs	are	expensed	as	incurred.

Goodwill	and	other	intangible	assets: 	Goodwill	and	other	indefinite-lived	intangible	assets	are	not	amortized	but	are	tested	for	impairment	annually during	the	fourth	quarter	or	more	frequently	if	events	or	changes	in	circumstances	indicate	that	an	impairment	may	exist.	Impairment	losses,	if	any,	are included	in	income	from	operations.	The	goodwill	impairment	test	is	applied	to	each	of	the	Company's	reporting	units	whose	assets	include	goodwill.	For purposes	 of	 this	 assessment,	 a	 reporting	 unit	 is	 an	 operating	 segment,	 or	 a	 business	 one	 level	 below	 that	 operating	 segment	 (also	 known	 as	 a component)	if	discrete	financial	information	is	prepared	for	that	business	and	regularly	reviewed	by	segment

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	—	(Continued)

management.	However,	separate	components	are	aggregated	as	a	single	reporting	unit	if	they	have	similar	economic	characteristics.

In	applying	the	goodwill	impairment	test,	the	Company	may	assess	qualitative	factors	to	determine	whether	it	is	more	likely	than	not	that	the	fair value	of	a	reporting	unit	 is	 less	 than	 its	carrying	value.	Qualitative	 factors	may	 include,	but	are	not	 limited	 to,	macroeconomic	conditions,	 industry conditions,	the	competitive	environment,	changes	in	the	market	for	the	Company's	products	and	services,	regulatory	and	political	developments,	and entity	specific	factors	such	as	strategies	and	financial	performance.	If,	after	completing	such	assessment,	the	Company	determines	it	is	more	likely	than not	that	the	fair	value	of	a	reporting	unit	is	less	than	its	carrying	value,	the	Company	proceeds	to	a	two-step	quantitative	impairment	test.	Alternatively, the	 Company	 may	 proceed	 directly	 to	 testing	 goodwill	 for	 impairment	 through	 the	 two-step	 quantitative	 impairment	 test,	 described	 below,	 without conducting	the	qualitative	analysis.	In	the	fourth	quarter	of	2015,	the	Company	performed	a	qualitative	assessment	on	six	reporting	units	and	determined that	the	fair	value	of	each	of	the	reporting	units	was	more	likely	than	not	greater	than	the	carrying	value.

For	the	three	remaining	reporting	units	whose	assets	include	goodwill,	the	Company	elected	to	forego	the	qualitative	assessment	and	apply	the	two- step	quantitative	impairment	test.	The	first	step	of	the	two-step	impairment	test	is	to	quantitatively	compare	the	fair	value	of	a	reporting	unit,	including goodwill,	to	its	carrying	value.	In	performing	the	first	step,	the	Company	calculates	the	fair	value	of	the	reporting	unit	using	equal	weighting	of	two methods;	one	which	estimates	the	discounted	cash	flows	of	the	reporting	unit	based	on	projected	earnings	in	the	future	(the	Income	Approach)	and	one which	is	based	on	sales	of	similar	businesses	or	assets	to	those	of	the	reporting	unit	in	actual	transactions	(the	Market	Approach).	If	the	reporting	unit	fair value	exceeds	the	carrying	value,	there	is	no	impairment.	If	the	reporting	unit	carrying	value	exceeds	the	fair	value,	the	Company	would	perform	the second	step	of	the	goodwill	impairment	test,	in	which	the	Company	would	recognize	an	impairment	loss	based	on	the	amount	by	which	the	carrying	value of	goodwill	exceeds	its	implied	fair	value.	The	implied	fair	value	of	goodwill	is	determined	by	deducting	the	fair	value	of	a	reporting	unit's	identifiable assets	and	liabilities	from	the	fair	value	of	the	reporting	unit	as	a	whole,	as	if	that	reporting	unit	had	just	been	acquired	and	the	fair	value	of	the	individual assets	acquired	and	liabilities	assumed	were	being	determined	initially.	As	a	result	of	its	performance	of	the	quantitative	goodwill	impairment	test	on	the three	reporting	units	during	the	fourth	quarter	of	2015,	the	Company	determined	that	the	goodwill	of	the	reporting	units	was	not	impaired.

The	Company's	intangible	assets	consist	of	customer	lists,	intellectual	property,	distribution	rights,	in-process	research	and	development	("IPR&D") and	 trade	 names.	 The	 Company	 tests	 its	 indefinite-lived	 intangible	 assets	 for	 impairment	 annually,	 and	 more	 frequently	 if	 events	 or	 changes	 in circumstances	indicate	that	an	impairment	may	have	occurred.	Similar	to	the	goodwill	impairment	test	process,	the	Company	may	assess	qualitative factors	to	determine	whether	it	is	more	likely	than	not	that	the	fair	value	of	an	indefinite-lived	intangible	asset	is	less	than	its	carrying	value.	If,	after completing	the	qualitative	assessment,	the	Company	determines	it	is	more	likely	than	not	that	the	fair	value	of	the	indefinite-lived	intangible	asset	is greater	than	its	carrying	amount,	the	asset	is	not	impaired.	If	the	Company	concludes	it	is	more	likely	than	not	that	the	fair	value	of	the	indefinite-lived intangible	asset	is	less	than	the	carrying	value,	the	Company	then	proceeds	to	a	quantitative	impairment	test,	which	consists	of	a	comparison	of	the	fair value	of	the	intangible	asset	to	its	carrying	amount.	Alternatively,	the	Company	may	elect	to	forgo	the	qualitative	analysis	and	proceed	directly	to	testing the	 indefinite-lived	 intangible	 asset	 for	 impairment	 through	 the	 quantitative	 impairment	 test.	 In	 the	 fourth	 quarter	 2015,	 the	 Company	 performed	 a qualitative	assessment	on	two	indefinite	lived	assets	and	determined	that	the	fair	values	were	more	likely	than	not	higher	than	the	carrying	values.	For the	remaining	three	indefinite-lived	intangible	assets,	the	Company	elected	to	test	impairment	through	the	quantitative	method	and	determined	that	no impairment	had	occurred.

Intangible	assets	consisting	of	intellectual	property,	customer	lists,	distribution	rights	and	trade	names	that	do	not	have	indefinite	lives	are	being amortized	over	their	estimated	useful	lives,	which	are	as	follows:	intellectual	property,	3	to	20	years;	customer	lists,	5	to	30	years;	distribution	rights,	3	to 22	years;	 trade	 names,	1	 to	30	years.	The	 weighted	 average	 remaining	 amortization	 period	 is	 approximately	 15	years.	The	 Company	 periodically evaluates	the	reasonableness	of	the	useful	lives	of	these	assets.

Long-lived	 assets:	 The	 Company	 assesses	 the	 remaining	 useful	 life	 and	 recoverability	 of	 long-lived	 assets	 whenever	 events	 or	 changes	 in circumstances	indicate	the	carrying	value	of	an	asset	may	not	be	recoverable.	The	assessment	is	based	on	various	analyses,	including	undiscounted cash	flow	and	profitability	projections	that	incorporate,	as	applicable,	the	impact	on	the	existing	business.		Therefore,	the	evaluation	involves	significant management	judgment.	Any	impairment	loss,	if	indicated,	is	measured	as	the	amount	by	which	the	carrying	amount	of	the	asset	exceeds	the	estimated fair	value	of	the	asset.

Foreign	currency	translation:	Assets	and	liabilities	of	subsidiaries	with	non-United	States	dollar	denominated	functional	currencies	are	translated	into United	States	dollars	at	the	rates	of	exchange	at	the	balance	sheet	date;	income	and	expenses	are	translated	at	the	average	rates	of	exchange	prevailing during	the	year.	The	translation	adjustments	are	reported	as	a	component	of	accumulated	other	comprehensive	loss.

Derivative	financial	instruments:	The	Company	uses	derivative	financial	instruments	primarily	for	purposes	of	hedging	exposures	to	fluctuations	in foreign	currency	exchange	rates.	All	instruments	are	entered	into	for	other	than	trading	purposes.	All	derivatives	are	recognized	on	the	balance	sheet	at fair	value.	Changes	in	the	fair	value	of	derivatives	are	recorded	in	the	consolidated	statement	of	comprehensive	income	as	other	comprehensive	income (loss),	if	the	instrument	is	designated	as	part	of	a	hedge	transaction.	Gains	or	losses	on	derivative	instruments	reported	in	other	comprehensive	income (loss)	are	reclassified	to	the	consolidated	statement	of	income	in	the	period	in	which	earnings	are	affected	by	the	underlying	hedged	item.	Gains	or losses	on	derivative	instruments	representing	hedge	ineffectiveness	or	hedge	components	excluded	from	the	assessment	of	effectiveness,	if	any,	are recognized	in	the	consolidated	statement	of	income	for	the	period	in	which	such	gains	and	losses	occur.	If	the	hedging	relationship	ceases	to	be	highly effective	or	it	becomes	probable	that	an	expected	transaction	will	no	longer	occur,	gains	or	losses	on	the	derivative	instrument	are	recorded	in	the consolidated	statement	of	income	for	the	period	in	which	either	such	event	occurs.	For	non-designated	derivatives,	gains	and	losses	are	reported	in selling,	general	and	administrative	expenses.	The	settlement	of	derivative	financial	instruments	are	classified	as	cash	flows	from	operating	activities.

Share-based	compensation:	The	Company	estimates	the	fair	value	of	share-based	awards	on	the	date	of	grant	using	an	option	pricing	model.	The value	 of	 the	 portion	 of	 the	 award	 that	 is	 ultimately	 expected	 to	 vest	 is	 recognized	 as	 expense	 over	 the	 requisite	 service	 periods.	 Share-based compensation	expense	related	to	stock	options	is	measured	using	a	Black-Scholes	option	pricing	model	that	takes	into	account	highly	subjective	and complex	assumptions	with	respect	to	the	expected	life	of	the	options,	volatility,	risk-free	interest	rate	and	expected	dividend	yield.	The	expected	life	of options	granted	is	derived	from	the	vesting	period	of	the	award,	as	well	as	historical	exercise	behavior,	and	represents	the	period	of	time	that	options granted	are	expected	to	be	outstanding.	Expected	volatility	is	based	on	a	blend	of	historical	volatility	and	implied	volatility	derived	from	publicly	traded options	to	purchase	the	Company's	common	stock,	which	the	Company	believes	is	more	reflective	of	the	market	conditions	and	a	better	indicator	of expected	volatility	than	would	be	the	case	if	the	Company	only	used	historical	volatility.	The	risk-free	interest	rate	is	the	implied	yield	currently	available on	United	States	Treasury	zero-coupon	issues	with	a	remaining	term	equal	to	the	expected	life	of	the	option.

Share-based	compensation	expense	recognized	is	based	on	the	value	of	the	portion	of	stock-based	awards	that	is	ultimately	expected	to	vest	during the	period	less	estimated	forfeitures.	Forfeitures	are	required	to	be	estimated	at	the	time	of	grant.	Management	reviews	and	revises	the	estimate	of forfeitures	for	all	share-based	awards	on	a	quarterly	basis	based	on	management's	expectation	of	the	awards	that	will	ultimately	vest.

Income	taxes:	The	provision	 for	 income	 taxes	 is	determined	using	 the	asset	and	 liability	approach	of	accounting	 for	 income	 taxes.	Under	 this approach,	deferred	tax	assets	and	liabilities	are	recognized	to	reflect	the	future	tax	consequences	attributable	to	the	differences	between	the	financial statement	carrying	amounts	of	existing	assets	and	liabilities	and	their	tax	bases,	and	to	reflect	operating	loss	and	tax	credit	carryforwards.	The	provision for	income	taxes	represents	income	taxes	paid	or	payable	for	the	current	year	plus	the	change	in	deferred	taxes	during	the	year.	Provision	has	been made	for	income	taxes	on	unremitted	earnings	of	subsidiaries	and	affiliates,	except	for	subsidiaries	in	which	earnings	are	deemed	to	be	permanently reinvested.

Significant	judgment	is	required	in	determining	income	tax	provisions	and	in	evaluating	tax	positions.	The	Company	establishes	additional	provisions for	income	taxes	when,	despite	the	belief	that	tax	positions	are	supportable,	there	remain	certain	positions	that	do	not	meet	the	minimum	probability threshold,	which	is	a	tax	position	that	is	more	likely	than	not	to	be	sustained	upon	examination	by	the	applicable	taxing	authority.	In	the	normal	course	of business,	the	Company	and	its	subsidiaries	are	examined	by	various	federal,	state	and	foreign	tax	authorities.	The	Company	regularly	assesses	the potential	outcomes	of	these	examinations	and	any	future	examinations	for	the	current	or	prior	years	in	determining	the	adequacy	of	its	provision	for income	taxes.	Interest	accrued	with	respect	to	unrecognized	tax	benefits	and	income	tax	related	penalties	are	both	included	in	taxes	on	income	from continuing	operations.	The	Company	periodically	assesses	the	likelihood	and	amount	of	potential	adjustments	and	adjusts	the	income	tax	provision,	the current	tax	liability	and	deferred	taxes	in	the	period	in	which	the	facts	that	give	rise	to	an	adjustment	become	known.

Pensions	and	other	postretirement	benefits:	The	Company	provides	a	range	of	benefits	to	eligible	employees	and	retired	employees,	including pensions	and	postretirement	healthcare.	The	Company	records	annual	amounts	relating	to	these	plans	based	on	calculations	which	include	various actuarial	assumptions	such	as	discount	rates,	expected

rates	of	return	on	plan	assets,	compensation	increases,	turnover	rates	and	healthcare	cost	trend	rates.	The	Company	reviews	its	actuarial	assumptions on	an	annual	basis	and	makes	modifications	to	the	assumptions	based	on	current	rates	and	trends	when	appropriate.	The	effect	of	the	modifications	is generally	amortized	over	future	periods.

Restructuring	costs:	Restructuring	costs,	which	include	termination	benefits,	facility	closure	costs,	contract	termination	costs	and	other	restructuring costs	are	recorded	at	estimated	 fair	value.	Key	assumptions	used	 in	calculating	 the	restructuring	costs	 include	 the	 terms	of,	and	payments	under, agreements	to	terminate	certain	contractual	obligations	and	the	timing	of	reductions	in	force.

Contingent	consideration	related	to	business	acquisitions:	In	connection	with	business	acquisitions,	the	Company	may	be	required	to	pay	future consideration	that	is	contingent	upon	the	achievement	of	specified	objectives	such	as	receipt	of	regulatory	approval,	commercialization	of	a	product	or achievement	of	sales	targets	(collectively,	"milestone	payments").	As	of	the	acquisition	date,	the	Company	records	a	contingent	liability	representing	the estimated	 fair	 value	 of	 the	 contingent	 consideration	 that	 it	 expects	 to	 pay.	The	Company	remeasures	 the	 fair	value	of	 its	contingent	consideration arrangements	each	reporting	period	and,	based	on	new	developments,	records	changes	in	fair	value	until	either	the	contingent	consideration	obligation	is satisfied	through	payment	upon	the	achievement	of	the	specified	objectives	or	the	obligation	no	longer	exists	due	to	the	failure	to	achieve	the	specified objectives.	The	change	in	the	fair	value	is	recorded	in	the	consolidated	statement	of	income.	A	contingent	payment	is	classified	as	a	financing	activity	in the	consolidated	statement	of	cash	flows	to	the	extent	it	was	recorded	as	a	liability	as	of	the	acquisition	date.	Any	additional	amount	paid	in	excess	of	the amount	initially	accrued	is	classified	as	an	operating	activity	in	the	consolidated	statement	of	cash	flows.

Revenue	recognition:	The	Company	recognizes	revenues	from	product	sales,	including	sales	to	distributors,	or	services	provided	when	the	following revenue	recognition	criteria	are	met:	persuasive	evidence	of	an	arrangement	exists,	delivery	has	occurred	or	services	have	been	rendered,	the	selling price	is	fixed	or	determinable	and	collectability	is	reasonably	assured.	This	generally	occurs	when	products	are	shipped,	when	services	are	rendered	or upon	customers'	acceptance.	Revenues	are	net	of	estimated	returns	and	other	allowances,	including	rebates.

The	Company's	normal	policy	is	to	accept	returns	only	in	cases	in	which	the	product	is	defective	and	covered	under	the	Company's	standard warranty	provisions.	With	respect	to	the	limited	cases	where	an	arrangement	provides	a	right	of	return	to	the	customer,	including	a	distributor,	the Company	believes	it	has	the	ability	to	reasonably	estimate	the	amount	of	returns	based	on	its	substantial	historical	experience	with	respect	to	these arrangements.	The	 Company	 accrues	 any	 costs	 or	 losses	 that	 may	 be	 expected	 in	 connection	 with	 any	 returns	 in	 accordance	 with	 the	 Financial Accounting	Standards	Board	("FASB")	Accounting	Standards	Codification	("ASC")	Topic	450,	"Contingencies."	 Revenues	and	cost	of	goods	sold	are reduced	to	reflect	estimated	returns.	The	reserve	for	returns	and	allowances	was	$4.9	million	 and	$4.1	million	 as	 of	December	31,	2015	 and	2014, respectively.

Allowances	related	to	customer	incentive	programs,	which	include	discounts	or	rebates,	are	estimated	and	provided	for	in	the	period	that	the	related sales	are	recorded.	These	allowances	are	recorded	as	a	reduction	of	revenue.	The	Company	also	offers	rebates	to	certain	distributors	and	records	the estimated	rebate	as	a	reduction	of	revenue	at	the	time	of	sale.	In	estimating	rebates,	the	Company	considers	the	lag	time	between	the	point	of	sale	and the	 payment	 of	 the	 distributor's	 rebate	 claim,	 distributor-specific	 trend	 analyses,	 contractual	 commitments,	 including	 stated	 rebate	 rates,	 historical experience	with	respect	to	specific	customers	and	other	relevant	information.	The	Company	adjusts	estimated	rebates	based	on	actual	experience	and records	the	adjustment	as	a	reduction	of	sales	in	the	period	of	adjustment.		The	reserve	for	the	customer	incentive	programs,	including	distributor rebates,	was	$11.1	million	and	$10.4	million	at	December	31,	2015	and	2014,	respectively.	The	Company	expects	the	amounts	subject	to	the	reserve	as of	December	31,	2015	to	be	paid	within	90	days	subsequent	to	year-end.

# Note	2	—	Recently	issued	accounting	standards

In	May	2014,	the	FASB,	in	a	joint	effort	with	the	International	Accounting	Standards	Board	("IASB"),	issued	guidance	to	clarify	the	principles	for recognizing	 revenue.	 	 The	 new	 guidance	 is	 designed	 to	 enhance	 the	 comparability	 of	 revenue	 recognition	 practices	 across	 entities,	 industries, jurisdictions	and	capital	markets,	and	will	affect	any	entity	that	enters	into	contracts	with	customers	or	enters	into	contracts	for	the	transfer	of	nonfinancial assets,	unless	those	contracts	are	within	the	scope	of	other	standards.		The	new	guidance	establishes	principles	for	reporting	information	to	users	of financial	statements	about	the	nature,	amount,	timing,	and	uncertainty	of	revenue	and	cash	flows	arising	from	an	entity's	contracts	with	customers.		The core	principle	of	the	new	guidance	is	that	an	entity	recognizes	revenue	to	depict	the	transfer	of	promised	goods	or	services	to	customers	in	an	amount that	reflects	the	consideration	to	which

the	entity	expects	to	be	entitled	in	exchange	for	those	goods	and	services.	In	August	2015,	the	FASB	issued	an	amendment	to	the	new	guidance	that defers	the	effective	date.	The	amendment	provides	that	the	new	guidance	is	effective	for	annual	periods	beginning	after	December	15,	2017	and	interim periods	within	those	years;	early	application	is	permitted	for	annual	periods	beginning	after	December	15,	2016.	The	Company	is	currently	evaluating	this guidance	to	determine	its	impact	on	the	Company's	results	of	operations,	cash	flows	and	financial	position.

In	April	2015,	the	FASB	issued	guidance	for	the	reporting	of	debt	issuance	costs	within	the	balance	sheet.	Under	the	new	guidance,	debt issuance	costs	are	to	be	presented	in	the	balance	sheet	as	a	direct	deduction	from	the	associated	debt	liability,	consistent	with	the	presentation	of	a	debt discount.	Currently,	debt	 issuance	costs	are	presented	as	a	deferred	charge	(i.e.,	an	asset)	on	 the	balance	sheet.	The	guidance	provides	uniform treatment	for	debt	issuance	costs	and	debt	discounts	and	eliminates	inconsistencies	that	previously	existed	with	other	FASB	guidance.	The	new	guidance is	effective	for	years	beginning	after	December	15,	2015	with	early	adoption	permitted,	and	is	required	to	be	applied	on	a	retrospective	basis.	The Company	does	not	believe	that	the	adoption	of	this	guidance	will	have	a	material	impact	on	the	Company's	financial	position.

In	September	2015,	the	FASB	issued	guidance	that	will	change	the	requirements	for	reporting	measurement	period	adjustments	to	provisional amounts	initially	recognized	in	connection	with	a	business	combination.	Under	GAAP,	an	acquiring	entity	currently	is	required	to	retrospectively	adjust,	in prior	period	financial	statements,	the	provisional	amounts	to	reflect	new	information	obtained	during	the	measurement	period	(a	period,	which	may	not exceed	one	year	from	the	date	of	the	business	combination,	during	which	the	acquiring	entity	may	receive	information	about	the	facts	and	circumstances existing	as	of	the	acquisition	date	that,	if	known,	would	have	affected	the	measurement	of	the	amounts	recognized	as	of	the	acquisition	date).	Under	the new	guidance,	adjustments	to	the	provisional	amounts	will	be	reflected	in	the	financial	statements	for	the	reporting	period	in	which	the	adjustments	are determined,	including	by	recognizing	in	current	period	earnings	the	full	effect	of	changes	in	depreciation,	amortization	or	other	income	effects.	The guidance	requires	that	the	acquiring	entity	either	present	separately	on	the	face	of	the	current	period	income	statement	or	disclose	in	the	notes	to	the current	period	financial	statements,	by	line	item,	the	amount	of	the	adjustments	made	during	the	current	period.	The	new	guidance	is	effective	for	years beginning	after	December	15,	2015,	and	will	be	applied	prospectively	to	adjustments	to	provisional	amounts	occurring	after	the	effective	date	of	the guidance.	Earlier	application	is	permitted	for	financial	statements	that	have	not	been	issued.	The	Company	has	applied	the	provisions	of	this	guidance	to any	 measurement	 period	 adjustments	 occurring	 after	 September	 27,	 2015.The	 adoption	 of	 this	 guidance	 did	 not	 have	 a	 material	 impact	 on	 the Company's	results	of	operations,	cash	flows	or	financial	position.

In	November	2015,	the	FASB	issued	guidance	to	simplify	the	reporting	of	deferred	tax	assets	and	liabilities	within	the	balance	sheet.	Currently, an	entity	is	required	to	separate	deferred	tax	liabilities	and	assets	into	a	current	amount	and	a	noncurrent	amount;	any	valuation	allowance	for	a	particular tax	jurisdiction	is	allocated	between	current	and	noncurrent	deferred	tax	assets	related	to	that	tax	jurisdiction	on	a	pro	rata	basis.	After	offsetting	deferred tax	liabilities	and	assets	attributable	to	the	same	tax-paying	components	of	the	entity	and	the	same	tax	jurisdiction,	the	net	current	and	noncurrent deferred	tax	assets	and	liabilities	are	separately	presented	on	the	balance	sheet.	Under	the	new	guidance,	deferred	tax	assets	and	liabilities,	along	with any	related	valuation	allowances,	will	be	offset	to	the	extent	permitted	by	the	guidance	and	presented	only	as	noncurrent	amounts	in	the	balance	sheet (as	is	the	case	under	the	current	guidance,	the	entity	cannot	offset	deferred	tax	liabilities	and	assets	attributable	to	different	tax-paying	components	of	the entity	or	to	different	tax	jurisdictions).	The	guidance	is	effective	for	years	beginning	after	December	15,	2016	with	early	adoption	permitted,	and	can	be applied	prospectively	or	retrospectively;	the	guidance	prescribes	the	content	of	accompanying	disclosures	depending	on	whether	the	entity	chooses	to adopt	the	guidance	prospectively	or	retroactively.	The	Company	adopted	this	standard	retrospectively	as	of	December	31,	2015.

From	time	to	time,	new	accounting	guidance	is	issued	by	the	FASB	or	other	standard	setting	bodies	that	is	adopted	by	the	Company	as	of	the specified	effective	date.	The	Company	has	assessed	recently	issued	guidance	that	is	not	yet	effective	and	believes	the	new	guidance	will	not	have	a material	impact	on	the	Company's	results	of	operations,	cash	flows	or	financial	position.

# Note	3	—	Acquisitions

The	Company	made	the	following	acquisitions	during	2015	(the	"2015	acquisitions"),	which,	with	the	exception	of	Ace	Medical,	were	accounted	for	as business	combinations:

•On	January	20,	2015,	the	Company	acquired	all	of	the	common	stock	of,	and	voting	equity	interest	in,	Human	Medics	Co.,	Ltd.,	("Human Medics"),	a	distributor	of	medical	devices	and	supplies	primarily	in	the	Korean	market.

•On	March	30,	2015,	the	Company	acquired	all	of	the	common	stock	of,	and	voting	equity	interest	in,	Trintris	Medical,	Inc.	("Trintris"),	an	original equipment	manufacturer	(OEM)	of	balloons	and	catheters	that	complement	the	Company's	OEM	product	portfolio.

•On	April	8,	2015,	the	Company	acquired	all	of	the	common	stock	of,	and	voting	equity	interest	in,	Truphatek	Holdings	(1993)	Limited ("Truphatek"),	a	manufacturer	of	a	broad	range	of	disposable	and	reusable	laryngoscope	devices	that	complement	the	Company's	anesthesia product	portfolio.	Previously,	the	Company	held	a	noncontrolling,	6%	interest	in	Truphatek.

distributor	of	medical	devices	and	supplies	primarily	in	the	Australian	market.

•On	June	29,	2015,	the	Company	acquired	certain	assets,	primarily	distribution	rights,	of	Ace	Medical	US,

LLC	("Ace	Medical"),	a	distributor	of	medical	devices	and	supplies	in	the	United	States	of	America.

•On	August	26,	2015,	the	Company	acquired	certain	assets	of	Atsina	Surgical,	LLC	("Atsina"),	a	developer	of	surgical	clips	that	complement	the Company's	surgical	ligation	portfolio.

•On	December	22,	2015,	the	Company	acquired	all	of	the	membership	interests	of,	and	voting	equity	interest	in,	Nostix,	LLC,	a	developer	of catheter	tip	confirmation	systems	that	complement	the	Company's	vascular	product	portfolio.

The	 aggregate	 total	 fair	 value	 of	 the	 2015	 acquisitions	 was	 $96.5	 million,	 which	 included	 initial	 payments	 of	$93.8	 million	 in	 cash,	 deferred consideration	of	$1.8	million	and	the	fair	value	of	the	Company's	previously	held	noncontrolling	equity	interest	in	Truphatek	of	 $1.2	million,	partially	offset by	$0.3	million	in	favorable	working	capital	adjustments.	Transaction	expenses	associated	with	the	acquisitions,	which	are	included	in	selling,	general	and administrative	expenses	in	the	consolidated	statements	of	income	were	$1.3	million	for	the	year	ended	December	31,	2015.	The	results	of	operations	and assets	of	the	acquired	businesses	are	included	in	the	consolidated	statements	of	income	from	their	respective	acquisition	dates.	For	the	year	ended December	31,	2015,	the	Company	recorded	post-acquisition	revenue	and	operating	income	of	 $20.9	million	and	$6.9	million,	respectively,	related	to	the businesses	 acquired	 in	 2015.	Pro	 forma	 information	 with	 respect	 to	 the	 acquired	 businesses	 is	 not	 presented	 as	 the	 operations	 of	 the	 acquired businesses	are	not	significant	to	the	overall	operations	of	the	Company.

The	following	table	presents	the	preliminary	fair	value	determination	of	the	assets	acquired	and	liabilities	assumed	in	the	acquisitions	that	occurred during	2015:

|  | (Dollars	in	thousands) |
| :--- | :--- |
| Assets |  |
| Current\tassets | $10,515 |
| Property,\tplant\tand\tequipment | 2,877 |
| Intangible\tassets: |  |
| Intellectual\tproperty | 33,017 |
| In-process\tresearch\tand\tdevelopment | 17,908 |
| Customer\trelationships | 8,387 |
| Distribution\trights | 7,738 |
| Noncompete\tagreements | 1,894 |
| Goodwill | 19,725 |
| Other\tnoncurrent\tassets | 45 |
| Total\tassets\tacquired | 102,106 |
| Less: |  |
| Current\tliabilities | 3,018 |
| Deferred\ttax\tliabilities | 2,477 |
| Other\tnoncurrent\tliabilities | 138 |
| Liabilities\tassumed | 5,633 |
| Net\tassets\tacquired | $96,473 |

The	Company	is	continuing	to	evaluate	the	2015	acquisitions	throughout	their	respective	measurement	periods.	Further	adjustments	may	be necessary	as	a	result	of	the	Company's	assessment	of	additional	information	related	to	the	fair	values	of	certain	of	the	assets	acquired	and	liabilities assumed,	primarily	deferred	tax	liabilities	and	goodwill.	Among	the	acquired	assets,	intellectual	property	has	useful	lives	ranging	from	15	to	20	years, customer	lists	have	useful	lives	ranging	from	10	to	18	years,	distribution	rights	have	useful	lives	of	 10	years	and	non-compete	arrangements	have	useful lives	of	5	years.	The	goodwill	resulting	from	the	acquisitions	primarily	reflects	synergies	currently	expected	to	be	realized	from	the	integration	of	the acquired	businesses.	Goodwill	and	the	step-up	in	basis	of	the	intangible	assets	in	connection	with	stock	acquisitions	are	not	deductible	for	tax	purposes.

The	Company	made	the	following	acquisitions	during	2014,	which	were	accounted	for	as	business	combinations:

•On	February	3,	2014,	the	Company	acquired	Mayo	Healthcare	Pty	Limited,	("Mayo	Healthcare"),	a	distributor	of	medical	devices	and	supplies, primarily	in	the	Australian	market,	that	complement	the	Company's	anesthesia	product	portfolio.

•On	 December	 2,	 2014,	 the	 Company	 acquired	 the	 assets	 of	 Mini-Lap	 Technologies, Inc. ("Mini-Lap"),	 a	 developer	 of	 micro-laparoscopic instrumentation	that	complements	the	Company's	surgical	product	portfolio.

The	total	fair	value	of	consideration	for	the	2014	acquisitions	was	 $66.3	million.	The	results	of	operations	of	the	acquired	businesses	and	assets	are included	in	the	consolidated	statements	of	income	from	their	respective	acquisition	dates.	Pro	forma	information	is	not	presented	as	the	operations	of	the acquired	businesses	are	not	significant	to	the	overall	operations	of	the	Company.

# Note	4	—	Restructuring	and	other	impairment	charges

During	2015,	the	Company	committed	to	programs	associated	with	the	reorganization	of	certain	businesses,	as	discussed	in	Note	16,	and	share service	functions	as	well	as	the	consolidation	of	certain	facilities	in	North	America.	The	Company	estimates	that	it	will	record	aggregate	pre-tax	charges	of $6.5	million	to	$8.0	million	related	to	these	programs,	which	represent	employee	termination	benefits,	contract	termination	costs	and	facility	closure	and other	exit	costs,	and	will	result	in	future	cash	outlays.	For	the	year	ended	December	31,	2015,	the	Company	recorded	charges

of	$6.3	million	related	to	these	programs.	As	of	December	31,	2015,	the	Company	had	a	reserve	of $3.3	million	related	to	these	programs.

In	 April	 2014,	 the	 Board	 of	 Directors	 approved	 a	 restructuring	 plan	 (the	 "2014	 Manufacturing	 Footprint	 Realignment	 Plan")	 involving	 the consolidation	of	operations	and	a	related	reduction	in	workforce	at	certain	of	the	Company's	facilities,	and	the	relocation	of	manufacturing	operations	from certain	higher-cost	locations	to	existing	lower-cost	locations.	These	actions	commenced	in	the	quarter	ended	June	29,	2014	and	are	expected	to	be substantially	completed	by	the	end	of	2017.

The	Company	estimates	that	it	will	incur	aggregate	pre-tax	charges	in	connection	with	the	2014	Manufacturing	Footprint	Realignment	Plan	of approximately	$37	million	to	$44	million,	of	which	the	Company	expects	that	an	estimated	 $26	million	to	$31	million	will	relate	to	future	cash	outlays.	Most of	these	charges	are	expected	to	be	incurred	prior	to	the	end	of	2016.

The	following	table	provides	a	summary	of	the	Company's	current	aggregate	cost	estimates	by	major	type	of	expense	associated	with	the	2014 Manufacturing	Footprint	Realignment	Plan:

(1) Includes	 costs to transfer	 product lines	 among facilities	 and	 outplacement	 and	 employee relocation costs.

(2) Consists	of	other	costs	directly	related	to	the	plan,	including	project	management,	legal	and	regulatory costs.

					For	the	year	ended	December	31,	2015,	the	Company	recorded	expenses	of	 $11.2	million	related	to	the	2014	Manufacturing	Footprint	Realignment Plan.	Of	this	amount,	$1.7	million	was	included	in	restructuring	expense	and	related	primarily	to	termination	benefits	and	 $9.5	million	was	included	in	cost of	goods	sold	and	related	to	accelerated	depreciation	and	certain	other	costs	resulting	from	the	plan.	As	of	December	31,	2015,	the	Company	has incurred	net	aggregate	restructuring	expenses	related	to	the	plan	of	$10.9	million.	Additionally,	as	of	 December	31,	2015,	the	Company	has	incurred	net aggregate	accelerated	depreciation	and	certain	other	costs	in	connection	with	the	plan	of	$14.4	million,	which	were	included	in	cost	of	goods	sold.	As	of December	31,	2015	and	2014,	the	Company	had	a	restructuring	reserve,	all	of	which	relates	to	termination	benefits,	of	 $7.4	million	and	$9.1	million, respectively,	in	connection	with	the	plan.

As	the	2014	Manufacturing	Footprint	Realignment	Plan	progresses,	management	will	reevaluate	the	estimated	expenses	and	charges	set	forth above,	and	may	revise	its	estimates,	as	appropriate,	consistent	with	generally	accepted	accounting	principles.

In	February	2014,	the	Company	committed	to	a	restructuring	plan	(the	"2014	European	Restructuring	Plan"),	which	impacts	certain	administrative functions	in	Europe	and	involves	the	consolidation	of	operations	and	a	related	reduction	in	workforce	at	certain	of	the	Company's	European	facilities.

As	of	December	31,	2015,	the	Company	has	incurred	net	aggregate	restructuring	charges	under	the	plan	of	 $7.7	million.	The	Company	expects future	restructuring	expenses	associated	with	the	2014	European	Restructuring	Plan,	if	any,	to	be	nominal.	The	Company	expects	to	complete	this	plan	in 2016.

In	June	2014,	the	Company	initiated	programs	to	consolidate	locations	in	Australia	and	terminate	certain	European	distributor	agreements	in	an effort	to	reduce	costs.	As	a	result	of	these	actions,	the	Company	incurred	aggregate	restructuring	charges	of	$3.6	million	as	of	December	31,	2015. These	programs	include	costs	related	to	termination	benefits,	contract	termination	costs	and	other	exit	costs.	The	Company	completed	the	programs	in 2015.

In	2013,	the	Company	initiated	restructuring	programs	to	consolidate	administrative	and	manufacturing	facilities	in	North	America	and	warehouse facilities	in	Europe	and	terminate	certain	European	distributor	agreements	in	an	effort	to	reduce	costs.	As	of	December	31,	2015,	the	Company	incurred net	aggregate	restructuring	charges	of	$10.9	million	related	to	these	programs.	These	programs	entail	costs	related	to	termination	benefits,	contract termination	costs	and	charges	related	to	facility	closure	and	other	exit	costs.	The	Company	completed	the	programs	in	2015

In	 connection	 with	 the	 acquisition	 of	 substantially	 all	 of	 the	 assets	 of	 LMA	 International	 N.V.	 (the	 "LMA	 business")	 in	 2012,	 the	 Company commenced	a	program	(the	"LMA	Restructuring	Program")	related	to	the	integration	of	the	LMA	business	and	the	Company's	other	businesses.	The program	was	focused	on	the	closure	of	the	LMA	business'	corporate	functions	and	the	consolidation	of	manufacturing,	sales,	marketing,	and	distribution functions	in	North	America,	Europe	and	Asia.	The	Company	incurred	net	aggregate	restructuring	charges	related	to	the	LMA	Restructuring	Program	of $11.3	million.	The	Company	completed	the	program	in	2015.

For	 the	 year	 ended	 December	 31,	 2014,	 the	 Company	 recorded	 a	 net	 credit	 of	 $3.3	million,	 primarily resulting from the reversal	 of	 contract termination	costs	following	the	favorable	settlement	of	a	terminated	distributor	agreement.

# 2012	Restructuring	Program

In	2012,	the	Company	identified	opportunities	to	improve	its	supply	chain	strategy	by	consolidating	its	three	North	American	warehouses	into	one centralized	warehouse,	and	 lower	costs	and	 improve	operating	efficiencies	 through	 the	 termination	of	certain	distributor	agreements	 in	Europe,	 the closure	of	certain	North	American	facilities	and	workforce	reductions.	As	of	December	31,	2015,	the	Company	has	incurred	net	aggregate	restructuring and	impairment	charges	of	$6.3	million	in	connection	with	this	program,	and	expects	future	restructuring	expenses	associated	with	the	program,	if	any,	to be	nominal.	As	of	December	31,	2015,	the	Company	has	a	reserve	of	$0.5	million	in	connection	with	the	program.	The	Company	expects	to	complete	this program	in	2016.

There	were	no	impairment	charges	recorded	for	the	years	ended	 December	31,	2015	or	2014.	In	2013,	the	Company	recorded	$7.3	million	of	IPR&D charges	and	$3.5	million	in	impairment	charges	related	to	assets	held	for	sale	that	had	a	carrying	value	in	excess	of	their	appraised	fair	value.

The	restructuring	and	other	impairment	charges	recognized	for	the	years	ended	 December	31,	2015,	2014	and	2013	consisted	of	the	following:

| (dollars	in	thousands) | Termination<br>Benefits | Facility	Closure<br>Costs | Termination<br>Costs | Other	Exit<br>Costs | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2015\tRestructuring\tprograms | $5,009 | $231 | $1,000 | $64 | $6,304 |
| 2014\tManufacturing\tfootprint\trealignment\tplan | $1,007 | $241 | $389 | $48 | $1,685 |
| Other\trestructuring\tprograms\t-\tprior\tyears(1) | $(194) | $2 | $(13) | $35 | $(170) |
| Total\trestructuring\tcharges | $5,822 | $474 | $1,376 | $147 | $7,819 |

(1) Other	restructuring	programs	-	prior	years	includes	the	2014	European	restructuring	plan,	the	Other	2014	restructuring	programs,	the	2013	Restructuring	programs	and	the LMA	restructuring	program.

| (dollars	in	thousands) | Termination<br>Benefits | Facility	Closure<br>Costs | Contract<br>Termination	Costs | Other	Exit<br>Costs | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2014\tManufacturing\tfootprint\trealignment\tplan | $9,200 | $— | $— | $60 | $9,260 |
| 2014\tEuropean\trestructuring\tplan | 7,237 | 1 | 345 | 225 | 7,808 |
| Other\t2014\trestructuring\tprograms | 552 | — | 2,754 | 244 | 3,550 |
| LMA\trestructuring\tprogram | (29) | (112) | (3,188) | — | $(3,329) |
| 2013\tRestructuring\tprograms | 562 | — | 249 | 22 | 833 |
| 2012\tRestructuring\tprogram | (619) | 354 | — | — | (265) |
| 2011\tRestructuring\tplan | — | 12 | — | — | 12 |
| Total\trestructuring\tcharges | $16,903 | $255 | $160 | $551 | $17,869 |

| (dollars	in	thousands) | Termination<br>Benefits | Facility	Closure<br>Costs | Termination<br>Costs | Other	Exit<br>Costs | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| LMA\trestructuring\tprogram | $3,282 | $788 | $7,906 | $176 | 12,152 |
| 2013\tRestructuring\tprograms | 4,787 | — | 3,326 | 2,117 | 10,230 |
| 2012\tRestructuring\tprogram | 2,993 | 935 | 296 | 5 | 4,229 |
| 2011\tRestructuring\tplan | — | 42 | 728 | — | 770 |
| 2007\tArrow\tintegration\tprogram | — | 230 | — | — | 230 |
|  | $11,062 | $1,995 | $12,256 | $2,298 | $27,611 |
| Impairment\tcharges | — | — | — | 10,841 | 10,841 |
| Total\trestructuring\tand\tother\timpairment\tcharges | $11,062 | $1,995 | $12,256 | $13,139 | 38,452 |

Termination	benefits	include	employee	retention,	severance	and	benefit	payments	for	terminated	employees.	Facility	closure	costs	include	general operating	costs	incurred	subsequent	to	production	shutdown	as	well	as	equipment	relocation	and	other	associated	costs.	Contract	termination	costs include	costs	associated	with	terminating	existing	leases	and	distributor	agreements.	Other	costs	include	legal,	outplacement	and	employee	relocation costs	and	other	employee-related	costs.

Restructuring	charges	by	reportable	operating	segment	for	the	years	ended	 December	31,	2015,	2014,	and	2013	are	set	forth	in	the	following table:

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) |  |
| Vascular\tNorth\tAmerica | $3,742 | $8,057 | $5,348 |
| Anesthesia\tNorth\tAmerica | 384 | 1,379 | 2,959 |
| Surgical\tNorth\tAmerica | 397 | — | 6,525 |
| EMEA | 4 | 6,375 | 16,122 |
| Asia | 313 | 1,305 | 603 |
| OEM | 61 | — | 588 |
| All\tother | 2,918 | 753 | 6,307 |
| Total\trestructuring\tcharges | $7,819 | $17,869 | $38,452 |

# Note	5	—	Inventories

Inventories	at	December	31,	2015	and	2014	consist	of	the	following:

|  | 2015 | 2014 |
| :--- | :--- | :--- |
|  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |
| Raw\tmaterials | $76,037 | $68,191 |
| Work-in-process | 60,218 | 58,526 |
| Finished\tgoods | 230,536 | 242,750 |
|  | 366,791 | 369,467 |
| Less:\tInventory\treserves | (36,516) | (33,874) |
| Inventories,\tnet | $330,275 | $335,593 |

# Note	6	—	Property,	plant	and	equipment

The	major	classes	of	property,	plant	and	equipment,	at	cost,	at	 December	31,	2015	and	2014	are	as	follows:

|  | 2015 | 2014 |
| :--- | :--- | :--- |
|  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |
| Land,\tbuildings\tand\tleasehold\timprovements | $197,365 | $194,923 |
| Machinery\tand\tequipment | 313,404 | 320,999 |
| Computer\tequipment\tand\tsoftware | 99,343 | 107,743 |
| Construction\tin\tprogress | 45,945 | 51,834 |
|  | 656,057 | 675,499 |
| Less:\tAccumulated\tdepreciation | (339,934) | (358,064) |
| Property,\tplant\tand\tequipment,\tnet | $316,123 | $317,435 |

# Note	7	—	Goodwill	and	other	intangible	assets

Changes	in	the	carrying	amount	of	goodwill,	by	reporting	segment,	for	the	years	ended	 December	31,	2015	and	2014	are	as	follows:

|  | Vascular<br>North	America | Anesthesia<br>North	America | Surgical	North<br>America | EMEA | Asia | OEM | All	other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (Dollars\tin\tthousands) |  |  |  |  |
| Balance\tas\tof\tDecember\t31,\t2014 |  |  |  |  |  |  |  |  |
| Goodwill | $564,177 | $214,429 | $250,912 | $339,029 | $144,712 | $— | $142,422 | $1,655,681 |
| Accumulated\timpairment\tlosses | (219,527) | (84,531) | — | — | — | — | (28,070) | (332,128) |
|  | 344,650 | 129,898 | 250,912 | 339,029 | 144,712 | — | 114,352 | 1,323,553 |
| Goodwill\trelated\tto\tacquisitions | 896 | 12,398 | — | 1,142 | 4,095 | 1,194 | — | $19,725 |
| Translation\tadjustment | — | (1,174) | — | (34,162) | (7,740) | — | (4,350) | (47,426) |
| Balance\tas\tof\tDecember\t31,\t2015 | $345,546 | $141,122 | $250,912 | $306,009 | $141,067 | $1,194 | $110,002 | $1,295,852 |

|  | Vascular	North<br>America | Anesthesia<br>North	America | Surgical	North<br>America | EMEA | Asia | All	other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (Dollars\tin\tthousands) |  |  |  |
| Balance\tas\tof\tDecember\t31,\t2013 |  |  |  |  |  |  |  |
| Goodwill | $564,089 | $214,898 | $250,506 | $373,417 | $136,946 | $146,475 | 1,686,331 |
| Accumulated\timpairment\tlosses | (219,527) | (84,531) | — | — | — | (28,070) | (332,128) |
|  | 344,562 | 130,367 | 250,506 | 373,417 | 136,946 | 118,405 | 1,354,203 |
| Goodwill\trelated\tto\tacquisitions | — | — | 406 | — | 15,986 | — | 16,392 |
| Translation\tadjustment | 88 | (469) | — | (34,388) | (8,220) | (4,053) | (47,042) |
| Balance\tas\tof\tDecember\t31,\t2014 | $344,650 | $129,898 | $250,912 | $339,029 | $144,712 | $114,352 | $1,323,553 |

Intangible	assets	at	December	31,	2015	and	2014	consisted	of	the	following:

|  | Gross	Carrying	Amount |  | Accumulated	Amortization | Accumulated	Amortization |
| :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2015 | 2014 |
|  |  | (Dollars\tin\tthousands) |  |  |
| Customer\tlists | $621,078 | $624,574 | $(214,924) | $(192,876) |
| In-process\tresearch\tand\tdevelopment | 58,908 | 68,694 | — | — |
| Intellectual\tproperty | 522,374 | 467,068 | (173,903) | (146,131) |
| Distribution\trights | 23,279 | 16,101 | (14,393) | (14,243) |
| Trade\tnames | 384,821 | 396,269 | (8,929) | (2,764) |
| Noncompete\tagreements | 2,186 | 337 | (522) | (309) |
|  | $1,612,646 | $1,573,043 | $(412,671) | $(356,323) |

As	of	December	31,	2015,	trade	names	having	a	carrying	value	of	 $285.5	million	and	all	of	the	IPR&D	are	considered	indefinite	lived.	Acquired IPR&D	is	indefinite-lived	until	the	completion	of	the	associated	efforts,	at	which	point	amortization	of	the	carrying	value	of	the	technology	will	commence.

In	May	2012,	the	Company	acquired	Semprus	BioSciences	Corp.	("Semprus"),	a	biomedical	research	and	development	company	that	developed	a polymer	surface	treatment	technology	intended	to	reduce	thrombus	related	complications.	The	Company	experienced	difficulties	with	respect	to	the development	of	the	Semprus	technology,	and	devoted	further	research	and	testing	towards	attempting	to	resolve	the	issue.	As	a	result	of	these	efforts, the	Company	believes	it	has	resolved	the	issue	and	is	focused	on	seeking	regulatory	approval	and	engaging	in	additional	research	and	development efforts	to	achieve	commercialization	of	the	technology.	Despite	this	progress,	significant	challenges	to	commercialization	of	the	Semprus	technology remain,	and	the	Company	ultimately	may	find	it	necessary	to	recognize	impairment	charges	with	respect	to	the	related	assets,	which	could	be	material. As	of	December	31,	2015,	the	Company	has	IPR&D	intangible	assets	of	$41.0	million	related	to	this	investment,	which	are	recorded	in	intangible	assets, net.

Amortization	expense	related	to	intangible	assets	was	 $62.4	million,	$60.9	million,	and	$50.6	million	for	the	years	ended	December	31,	 2015,	2014 and	2013,	respectively.	Estimated	annual	amortization	expense	for	each	of	the	five	succeeding	years	is	as	follows:

# Note	8	—	Borrowings

The	Company's	borrowings	at	December	31,	2015	and	2014	are	as	follows:

|  | 396,000 | $200,000 |
| :--- | :--- | :--- |
| 3.875%\tConvertible\tSenior\tSubordinated\tNotes\tdue\t2017 | 399,641 | 399,898 |
| 6.875%\tSenior\tSubordinated\tNotes\tdue\t2019 | — | 250,000 |
| 5.25%\tSenior\tNotes\tdue\t2024 | 250,000 | 250,000 |
|  | 43,300 | 4,700 |
|  | 1,088,941 | 1,104,598 |
|  | (22,999) | (36,197) |
|  | 1,065,942 | 1,068,401 |
| Current\tportion\tof\tborrowings | (419,942) | (368,401) |
| Long-term\tborrowings | $646,000 | $700,000 |

# Senior	Credit	Facility

On	July	16,	2013,	the	Company	replaced	its	 $775	million	senior	credit	facility	comprised	of	a	 $375	million	term	loan	and	a	$400	million	revolving credit	facility	with	a	new	$850	million	senior	credit	facility	consisting	solely	of	a	revolving	credit	facility.	In	connection	with	this	transaction,	the	Company incurred	transaction	fees	of	$6.4	million,	which	were	recorded	as	a	deferred	asset	and	are	being	amortized	over	the	term	of	the	facility.	Additionally, during	the	third	quarter	2013,	in	connection	with	the	early	repayment	of	its	$375	million	term	loan,	the	Company	recognized	expense	of	approximately $1.3	million	resulting	from	the	write-off	of	unamortized	debt	issuance	costs.	The	Company	borrowed	 $382.0	million	at	the	inception	of	the	new	 $850 million	senior	credit	facility	and	an	additional	 $298.0	million	under	the	senior	credit	facility	to	fund	the	acquisition	of	Vidacare.	In	2014,	the	Company	used $245.0	million	of	the	proceeds	from	the	issuance	of	its	 5.25%	Senior	Notes	due	2024	to	repay	borrowings	under	its	revolving	credit	facility.	In	2015,	the Company	used	$246.0	million	in	borrowings	under	its	revolving	credit	facility	to	help	fund	the	prepayment	of	the	2019	Notes.

The	$850	million	senior	credit	facility	bears	interest	at	an	applicable	rate	elected	by	the	Company	generally	equal	to	either	the	"base	rate"	(the	greater of	either	the	federal	funds	effective	rate	plus	0.5%,	the	prime	rate	or	one	month	LIBOR	plus	 1.0%)	plus	an	applicable	margin	of	0.25%	to	1.00%,	or	a "LIBOR	rate"	 for	 the	period	corresponding	 to	 the	applicable	 interest	period	of	 the	borrowings	plus	an	applicable	margin	of	1.25%	 to	2.00%.	As	of December	31,	2015,	the	interest	rate	on	the	$850	million	senior	credit	facility	was	2.17%	(comprised	of	the	LIBOR	rate	of	0.42%	plus	a	margin	of	1.75%). The	obligations	under	the	senior	credit	facility	are	guaranteed	(subject	to	certain	exceptions)	by	substantially	all	of	the	material	domestic	subsidiaries	of the	Company	and	(subject	to	certain	exceptions	and	limitations)	secured	by	a	pledge	on	substantially	all	of	the	equity	interests	owned	by	the	Company and	each	guarantor.

Our	senior	credit	agreement,	which	relates	to	our	 $850	million	revolving	credit	facility,	contains	covenants	that,	among	other	things,	limit	or	restrict our	ability,	and	the	ability	of	our	subsidiaries,	to	incur	debt,	create	liens,	consolidate,	merge	or	dispose	of	certain	assets,	make	certain	investments, engage	in	acquisitions,	pay	dividends	on,	repurchase	or	make	distributions	in	respect	of	capital	stock	and	enter	into	swap	agreements.	Our	senior	credit agreement	also	requires	us	to	maintain	a	consolidated	leverage	ratio	(generally,	the	ratio	of	Consolidated	Total	Indebtedness	to	Consolidated	EBITDA, each	as	defined	in	the	senior	credit	agreement)	of	not	more	than	4.0:1	and	a	consolidated	interest	coverage	ratio	(generally,	Consolidated	EBITDA	to Consolidated	Interest	Expense,	each	as	defined	in	the	senior	credit	agreement)	of	not	less	than	3.50:1	as	of	the	last	day	of	any	period	of	 four	consecutive fiscal	quarters	calculated	in	accordance	with	the	definitions	and	methodology	set	forth	in	the	senior	credit	agreement	and,	during	the	six	month	period prior	to	the	maturity	of	our	Convertible	Notes,	a	minimum	liquidity	of	$400.0	million.	At	December	31,	2015,	our	consolidated	leverage	ratio	was	 2.43:1 and	our	interest	coverage	ratio	was	9.77:1,	both	of	which	are	in	compliance	with	the	limits	described	in	the	preceding	sentence.	The	obligations	under	the senior	credit	agreement	are

guaranteed	(subject	to	certain	exceptions)	by	substantially	all	of	the	material	domestic	subsidiaries	of	the	Company	and	(subject	to	certain	exceptions	and limitations)	secured	by	a	pledge	on	substantially	all	of	the	equity	interests	owned	by	the	Company	and	each	guarantor.

At	our	current	level	of	EBITDA	(as	defined	in	the	senior	credit	agreement)	for	the	year	ended	 December	31,	2015,	we	would	have	been	permitted $681.7	million	of	additional	debt	beyond	the	levels	outstanding	at	 December	31,	2015.	Moreover,	additional	capacity	would	be	available	if	borrowed	funds were	used	to	acquire	a	business	or	businesses	through	the	purchase	of	assets	or	controlling	equity	interests	so	long	as	the	aforementioned	leverage	and interest	coverage	ratios	are	met	after	calculating	EBITDA	on	a	proforma	basis	to	give	effect	to	the	acquisition.

As	of	December	31,	2015	and	2014,	the	Company	had	outstanding	irrevocable	standby	letters	of	credit	of	approximately	 $3.8	million	and	$6.0	million, respectively,	with	various	third	parties.	The	letters	of	credit	reduced	the	amount	of	available	funds	under	our	revolving	credit	facility	by	an	equal	amount.

# Convertible	Notes

On	August	9,	2010,	the	Company	issued	 $400.0	million	of	its	3.875%	Convertible	Senior	Subordinated	Notes	due	2017	(the	"Convertible	Notes"). The	Company	pays	 interest	on	 the	Convertible	Notes	semi-annually	on	February	1	and	August	1	of	each	year	at	a	rate	of	3.875%	 per	 year.	The Convertible	Notes	mature	on	August	1,	2017.	The	Convertible	Notes	are	the	Company's	unsecured	senior	subordinated	obligations	and	are	(i)	not guaranteed	by	any	of	the	Company's	subsidiaries;	(ii)	subordinated	in	right	of	payment	to	all	of	the	Company's	existing	and	future	senior	indebtedness; and	(iii)	junior	to	the	Company's	existing	and	future	secured	indebtedness	to	the	extent	of	the	value	of	the	assets	securing	such	indebtedness.

The	Convertible	Notes	are	convertible	into	shares	of	the	Company's	common	stock	at	the	option	of	the	holder	upon	the	occurrence	of	any	of	the following	circumstances	(i)	during	any	fiscal	quarter,	if	the	last	reported	sale	price	of	the	Company's	common	stock	for	at	least	20	trading	days	during	a period	of	30	consecutive	trading	days	ending	on	the	last	trading	day	of	the	immediately	preceding	fiscal	quarter	exceeds	 130%	of	the	conversion	price	on each	applicable	trading	day;	or	(ii)	during	the	five	business	day	period	after	any	five	consecutive	trading	day	period	(the	"measurement	period")	in	which the	trading	price	per	$1,000	principal	amount	of	Convertible	Notes	is	less	than	 98%	of	the	product	of	the	last	reported	sale	price	of	the	common	stock	and the	applicable	conversion	rate	on	each	trading	day	during	the	measurement	period;	or	(iii)	upon	the	occurrence	of	specified	corporate	events;	or	(iv)	at any	time	on	or	after	May	1,	2017	up	to	and	including	July	28,	2017.	The	Convertible	Notes	are	convertible	at	a	conversion	rate	of	 16.3084	shares	of common	stock	per	$1,000	principal	amount	of	Convertible	Notes,	which	is	equivalent	to	a	conversion	price	of	approximately	 $61.32	per	share.	The conversion	rate	is	subject	to	adjustment	upon	certain	events.	Upon	conversion,	the	Company's	conversion	obligation	may	be	satisfied,	at	the	Company's option,	in	shares	of	common	stock,	cash	or	a	combination	of	cash	and	shares	of	common	stock.	The	Company	has	elected	a	net-settlement	method	to satisfy	its	conversion	obligation.	Under	the	net-settlement	method,	the	Company	will	settle	the	$1,000	principal	amount	of	the	Convertible	Notes	in	cash and	settle	the	excess	conversion	value	in	shares,	plus	cash	in	lieu	of	fractional	shares.

Since	the	fourth	quarter	2013,	the	Company's	last	reported	sale	price	has	exceeded	the	 130%	threshold	described	above	and	accordingly	the Convertible	Notes	have	been	classified	as	a	current	liability	as	of	December	31,	2015	and	2014.	The	determination	of	whether	or	not	the	Convertible Notes	are	convertible	as	described	above	is	made	each	quarter	until	maturity,	conversion	or	repurchase.		Consequently,	it	is	possible	that	the	Convertible Notes	may	not	be	convertible	in	one	or	more	future	quarters,	in	which	case	the	Convertible	Notes	would	again	be	classified	as	long-term	debt,	unless	one of	the	other	conversion	events	described	above	were	to	occur.	While	the	Company	believes	it	has	sufficient	liquidity	to	repay	the	principal	amount	due through	a	combination	of	utilizing	its	existing	cash	on	hand	and	accessing	its	credit	facility,	the	Company's	use	of	these	funds	could	adversely	affect	its results	of	operations	and	liquidity.

In	connection	with	the	issuance	of	the	Convertible	Notes,	the	Company	entered	into	convertible	note	hedge	transactions	with	two	counterparties pursuant	to	which	it	purchased	call	options	for	$88.0	million	($56.0	million	net	of	tax)	in	private	transactions.	The	call	options	enable	the	Company	to receive,	in	effect	for	no	additional	consideration,	shares	of	the	Company's	common	stock	and/or	cash	from	counterparties	equal	to	the	amounts	of common	 stock	 and/or	 cash	 related	 to	 the	 excess	 value	 over	 the	 conversion	 price	 that	 it	 would	 pay	 to	 the	 holders	 of	 the	 Convertible	 Notes	 upon conversion.	These	 call	 options	 will	 terminate	 upon	 the	 earlier	 of	 July	 28,	 2017	 or	 the	 first	 day	 all	 of	 the	 related	 Convertible	 Notes	 are	 no	 longer outstanding	due	to	conversion	or	otherwise.

The	Company	also	entered	into	privately	negotiated	warrant	transactions	with	the	same	counterparties	generally	relating	to	the	same	number	of shares	of	common	stock	as	are	subject	to	the	call	options.	Under	certain	circumstances,	the	Company	may	be	required	under	the	terms	of	the	warrant transactions	to	issue	up	to	7,981,422	shares	of	common	stock	(subject	to	adjustments).	The	warrants	have	been	divided	into	components	that	expire ratably	over	a	180	day	period	commencing	November	1,	2017.	The	exercise	price	of	the	warrants	is	approximately	 $74.65	per	share	of	common	stock, subject	to	customary	anti-dilution	adjustments.	Proceeds	received	from	the	issuance	of	the	warrants	totaled	approximately	$59.4	million.

The	convertible	note	hedge	and	warrant	transactions	described	above	are	intended	to	reduce	the	potential	dilution	with	respect	to	the	Company's common	stock	and/or	reduce	the	Company's	exposure	to	potential	cash	payments	that	the	Company	may	be	required	to	make	upon	conversion	of	the Convertible	Notes	by,	in	effect,	increasing	the	conversion	price,	from	the	Company's	economic	standpoint,	to	$74.65	per	share.	However,	the	warrant transactions	could	have	a	dilutive	effect	with	respect	to	the	Company's	common	stock	or,	if	the	Company	so	elects,	obligate	the	Company	to	make	cash payments	to	the	extent	that	the	market	price	per	share	of	common	stock	exceeds	$74.65	per	share	on	any	date	upon	which	the	warrants	are	exercised.

The	Company	allocated	the	proceeds	of	the	Convertible	Notes	between	the	liability	and	equity	components	of	the	debt.	The	initial $316.3	million liability	component	was	determined	based	on	the	fair	value	of	a	similar	debt	instrument	excluding	the	conversion	feature.	The	initial	$83.7	million	($53.3 million	net	of	tax)	equity	component	represented	the	difference	between	the	fair	value	or	carrying	value	of	 $316.3	million	of	the	debt	and	the	$400.0 million	of	proceeds.	The	related	debt	discount	of	 $83.7	million	is	being	amortized	under	the	interest	method	over	the	remaining	life	of	the	Convertible Notes,	which,	at	December	31,	2015,	is	approximately	1.6	years.	An	effective	interest	rate	of	 7.814%	was	used	to	calculate	the	debt	discount	on	the Convertible	Notes.	The	following	table	provides	interest	expense	amounts	related	to	the	Convertible	Notes	for	the	periods	presented:

| (in	millions) | Year	Ended	December	31,<br>2015 | Year	Ended	December	31,<br>2014 | Year	Ended	December	31,<br>2013 |
| :--- | :--- | :--- | :--- |
| Interest\tcost\trelated\tto\tcontractual\tinterest\tcoupon | $15.5 | $15.5 | $15.5 |
| Interest\tcost\trelated\tto\tamortization\tof\tthe\tdiscount | $13.2 | $12.2 | $11.3 |

The	following	table	provides	the	carrying	value	of	the	Convertible	Notes	as	of	 December	31,	2015	and	2014:

| (in	millions) | December	31,	2015 | December	31,	2014 |
| :--- | :--- | :--- |
| Principal\tamount\tof\tthe\tConvertible\tNotes | $399.6 | $399.9 |
| Unamortized\tdiscount | (23.0) | (36.2) |
| Net\tcarrying\tamount | $376.6 | $363.7 |

# 6.875%	Senior	Subordinated	Notes

On	June	13,	2011,	the	Company	issued	 $250.0	million	 of	6.875%	Senior	Subordinated	Notes	due	 2019	(the	"2019	Notes").	The	Company	paid interest	on	the	2019	Notes	semi-annually	on	June	1	and	December	1.	On	June	1,	2015,	the	Company	prepaid	the	$250	million	aggregate	outstanding principal	amount	under	the	2019	Notes.	In	addition	to	its	prepayment	of	principal,	the	Company	paid	the	holders	of	the	2019	Notes	an	$8.6	million prepayment	make-whole	amount	plus	accrued	and	unpaid	interest.	The	Company	recorded	the	prepayment	make-whole	amount	and	a	$1.9	million	write- off	of	unamortized	debt	issuance	costs	as	a	loss	on	extinguishment	of	debt	in	the	condensed	consolidated	statement	of	income	in	the	second	quarter 2015.	The	Company	used	$246.0	million	in	borrowings	under	its	revolving	credit	facility,	 $12.1	million	in	borrowings	under	its	securitization	program	and available	cash	to	fund	the	prepayment	of	the	2019	Notes.

On	May	21,	2014,	the	Company	issued	$250	million	of	5.25%	Senior	Notes	due	2024	(which,	as	originally	issued,	or	in	the	substantially	identical	form issued	April	2015	in	exchange	for	the	originally	issued	notes	(as	discussed	below),	are	referred	to	as	the	"2024	Notes").	The	Company	pays	interest	on the	2024	Notes	semi-annually	on	June	15	and	December	15,	at	a	rate	of	5.25%	per	year.	The	2024	Notes	will	mature	on	 June	15,	2024,	unless	earlier redeemed	by

the	Company	at	its	option,	as	described	below,	or	purchased	by	the	Company	at	the	holder's	option	under	specified	circumstances	following	a	Change	of Control	or	Asset	Sale	(each	as	defined	in	the	indenture	related	to	the	2024	Notes).	The	Company	incurred	transaction	fees	of	approximately	$4.5	million, including	underwriters'	discounts	and	commissions,	in	connection	with	the	offering	of	the	2024	Notes,	which	were	recorded	as	a	deferred	asset	and	are being	amortized	over	the	term	of	the	2024	Notes.	As	described	above,	the	Company	used	$245.0	million	of	the	proceeds	to	repay	borrowings	under	its revolving	credit	facility.

The	Company's	obligations	under	the	2024	Notes	are	fully	and	unconditionally	guaranteed,	jointly	and	severally,	by	each	of	the	Company's	existing and	 future	100%	owned	domestic	subsidiaries	that	is	a	guarantor	or	other	obligor	under	the	Company's	revolving	credit	facility	and	by	certain	of	the Company's	other	100%	owned	domestic	subsidiaries.	The	guarantees	are	subject	to	certain	customary	automatic	release	provisions	(see	Note	17	to	the consolidated	financial	statements	for	further	information)

At	any	time	on	or	after	June	15,	2019,	the	Company	may,	on	one	or	more	occasions,	redeem	some	or	all	of	the	2024	Notes	at	a	redemption	price	of 102.625%	of	the	principal	amount	of	the	2024	Notes	subject	to	redemption,	declining,	in	annual	increments	of	 0.875%,	to	100%	of	the	principal	amount	on June	15,	2022,	plus	accrued	and	unpaid	interest.		In	addition,	at	any	time	prior	to	June	15,	2019,	the	Company	may,	on	one	or	more	occasions,	redeem some	or	all	of	the	2024	Notes	at	a	redemption	price	equal	to	100%	of	the	principal	amount	of	the	2024	Notes	redeemed,	plus	a	"make-whole"	premium and	any	accrued	and	unpaid	 interest.	 	The	"make-whole"	premium	 is	 the	greater	of	(a)	1.0%	of	the	principal	amount	of	the	2024	Notes	subject	to redemption	or	(b)	the	excess,	if	any,	over	the	principal	amount	of	the	2024	Notes	of	the	present	value,	on	the	redemption	date,	of	the	sum	of	(i)	the June	15,	2019	optional	redemption	price		plus	(ii)	all	required	interest	payments	on	the	2024	Notes	through	June	15,	2019	(other	than	accrued	and unpaid	interest	to	the	redemption	date),	calculated	based	on	a	specified	Treasury	rate,	generally	for	the	period	most	nearly	equal	to	the	period	from	the redemption	date	to	June	15,	2019,	plus	50	basis	points.

In	addition,	at	any	time	prior	to	June	15,	2017,	the	Company	may,	on	one	or	more	occasions,	redeem	up	to	 35%	of	the	aggregate	principal	amount of	the	2024	Notes,	using	the	proceeds	of	specified	types	of	Company	equity	offerings	and	subject	to	specified	conditions,	at	a	redemption	price	equal	to 105.25%	of	the	principal	amount	of	the	Notes	redeemed,	plus	accrued	and	unpaid	interest.

The	indenture	relating	to	the	2024	Notes	contains	covenants	that,	among	other	things,	limit	or	restrict	the	Company's	ability,	and	the	ability	of	its subsidiaries,	to	incur	debt,	create	liens,	consolidate,	merge	or	dispose	of	certain	assets,	make	certain	investments,	engage	in	acquisitions,	and	pay dividends	on,	repurchase	or	make	distributions	in	respect	of	capital	stock.

On	March	30,	2015,	the	Company	commenced	an	exchange	offer	with	respect	to	the	5.25%	Senior	Notes	due	2024	that	initially	were	issued	in May	 2014	 (the	 "Old	 2024	 Notes"),	 under	 which	 the	 holders	 of	 the	 Old	 2024	 Notes,	 which	 were	 issued	 in	 a	 private	 placement,	 were	 provided	 an opportunity	to	exchange	the	Old	2024	Notes	for	new	notes	(the	"New	2024	Notes")	issued	pursuant	to	a	registration	statement	under	the	Securities	Act	of 1933.	Other	than	the	absence	of	registration	rights	for	the	holders	of	the	New	2024	Notes,	the	terms	of	the	New	2024	Notes	are	essentially	identical	to	the terms	of	the	Old	2024	Notes.The	exchange	offer	was	completed	on	April	24,	2015;	all	of	the	holders	of	the	Old	2024	Notes	exchanged	their	Old	2024 Notes	for	New	2024	Notes.

# Securitization	Program

The	Company	has	an	accounts	receivable	securitization	facility	under	which	accounts	receivable	of	certain	domestic	subsidiaries	are	sold	on	a	non- recourse	basis	to	a	special	purpose	entity	("SPE"),	which	is	a	bankruptcy-remote,	consolidated	subsidiary	of	Teleflex.	Accordingly,	the	assets	of	the	SPE are	not	available	to	satisfy	the	obligations	of	Teleflex	or	any	of	its	subsidiaries.	The	SPE	sells	undivided	interests	in	those	receivables	to	an	asset	backed commercial	paper	conduit	for	consideration	of	up	to	$50.0	million.	As	of	December	31,	2015,	the	maximum	amount	available	for	borrowing	under	this facility	was	$6.7	million.	This	facility	is	utilized	from	time	to	time	to	provide	increased	flexibility	in	funding	short	term	working	capital	requirements.	The agreement	governing	the	accounts	receivable	securitization	facility	contains	certain	covenants	and	termination	events.	An	occurrence	of	an	event	of default	or	a	termination	event	under	this	facility	may	give	rise	to	the	right	of	its	counterparty	to	terminate	this	facility.	As	of	December	31,	2015,	the Company	was	in	compliance	with	the	covenants,	and	none	of	the	termination	events	had	occurred.	As	of	December	31,	2015	and	2014,	the	Company had	$43.3	million	and	$4.7	million,	respectively,	of	outstanding	borrowings	under	its	accounts	receivable	securitization	facility.

# Fair	Value	of	Long-Term	Debt

The	carrying	amount	of	current	and	long-term	borrowings	as	reported	in	the	consolidated	balance	sheet	as	of	 December	31,	2015	is	$1,065.9	million. To	determine	the	fair	value	of	the	Level	2	debt,	the	Company	uses	a	discounted	cash	flow	technique	that	incorporates	a	market	interest	yield	curve	with adjustments	for	duration,	optionality	and	risk	profile.	The	Company's	implied	credit	rating	is	a	factor	in	determining	the	market	interest	yield	curve.	The following	table	provides	the	fair	value	of	the	Company's	debt	as	of	December	31,	2015	and	2014,	categorized	by	the	level	of	inputs	within	the	fair	value hierarchy	used	to	measure	fair	value	(see	Note	10	to	the	consolidated	financial	statements	for	further	information):

|  | December	31,	2015 | December	31,	2014 |
| :--- | :--- | :--- |
|  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |
| Level\t1 | $858,709 | $1,024,806 |
| Level\t2 | 687,072 | 455,222 |
| Total | $1,545,781 | $1,480,028 |

# Debt	Maturities

As	of	December	31,	2015,	the	aggregate	amounts	of	long-term	debt,	demand	loans	and	debt	under	the	Company's	securitization	program	that	will mature	during	each	of	the	next	four	years	and	thereafter	were	as	follows:

|  | (Dollars	in	thousands) |
| :--- | :--- |
| 2016(1) | $442,941 |
| 2017 | — |
| 2018 | 396,000 |
| 2019 | — |
| 2020\tand\tthereafter | 250,000 |

(1) Convertible	Notes	are	included	in	amounts	that	will	mature	in	2016	because,	at	December	31,	2015,	they	were	convertible	in	accordance	with	their	terms,	which	are described	in	more	detail	above	in	this	section	under	"Convertible	Notes."

# Note	9	—	Financial	instruments

# Foreign	Currency	Forward	Contracts	Designated	as	Cash	Flow	Hedges

The	Company	uses	derivative	instruments	for	risk	management	purposes.	Foreign	currency	forward	contracts	are	used	to	manage	foreign	currency transaction	exposure.	These	derivative	instruments	are	designated	as	cash	flow	hedges	and	are	recorded	on	the	balance	sheet	at	fair	market	value.	The effective	portion	of	the	gains	or	losses	on	derivatives	is	reported	as	a	component	of	other	comprehensive	income	(loss)	and	thereafter	is	recognized	in	the consolidated	 statement	 of	 income	 in	 the	 period	 or	 periods	 during	 which	 the	 hedged	 transaction	 affects	 earnings.	 Gains	 and	 losses	 on	 derivative instruments	representing	hedge	ineffectiveness	or	hedge	components	excluded	from	the	assessment	of	effectiveness,	if	any,	are	recognized	in	the consolidated	statement	of	income	in	the	period	in	which	such	gains	and	losses	occur.

The	following	table	presents	the	location	and	fair	value	of	derivative	instruments	designated	as	hedging	instruments	in	the	consolidated	balance sheet	as	of	December	31,	2015	and	2014:

| Asset	derivatives: |  |  |
| :--- | :--- | :--- |
| Foreign\tcurrency\tforward\tcontracts |  |  |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | $285 | $— |
| Total\tasset\tderivatives | $285 | $— |
| Liability\tderivatives: |  |  |
| Foreign\tcurrency\tforward\tcontracts |  |  |
| Other\tcurrent\tliabilities | $807 | $— |
| Total\tliability\tderivatives | $807 | $— |

The	total	notional	amount	for	all	open	foreign	currency	forward	contracts	designated	as	cash	flow	hedges	as	of	December	31,	2015	is	 $49.5	million. All	open	foreign	currency	forward	contracts	designated	as	cash	flow	hedges	as	of	December	31,	2015	have	durations	of	six	months	or	less.	As	of December	31,	2014,	the	Company	had	no	open	foreign	currency	forward	contracts	designated	as	cash	flow	hedges.

The	following	table	provides	information	as	to	the	gains	and	losses	attributable	to	derivatives	in	cash	flow	hedging	relationships	that	were	reported	in other	comprehensive	income	(loss)	("OCI")	for	the	years	ended	December	31,	2015,	2014	and	2013:

| Foreign	currency	exchange	contracts | $(2,491) | $— | $381 |
| :--- | :--- | :--- | :--- |
| Total | $(2,491) | $— | $381 |

See	Note	11	to	the	consolidated	financial	statements	for	information	on	the	location	and	amount	of	gains	and	losses	attributable	to	derivatives	that were	reclassified	from	accumulated	other	comprehensive	income	(loss)	("AOCI")	to	expense	(income),	net	of	tax.

For	the	years	ended	December	31,	2015,	2014	and	2013,	there	was	no	ineffectiveness	related	to	the	Company's	hedging	derivatives.

# Non-designated	Foreign	Currency	Forward	Contracts

During	 the	 third	quarter	2015,	 the	Company	began	using	 foreign	currency	 forward	contracts	 to	manage	exposure	related	 to	near	 term	 foreign currency	denominated	monetary	assets	and	liabilities.	These	currency	forward	contracts	are	not	designated	as	cash	flow,	fair	value	or	net	investment hedges,	are	marked-to-market	(changes	in	fair	value	are	reflected	in	selling,	general	and	administrative	expenses)	and	are	entered	into	for	periods consistent	with	currency	transaction	exposures,	approximately	one	month.	The	total	notional	amount	for	all	open	non-designated	foreign	currency	forward contracts	as	of	December	31,	2015	is	$69.1	million.	The	non-designated	foreign	currency	forward	contract	assets	and	liabilities	are	reported	in	prepaid expenses	and	other	current	assets	and	in	other	current	liabilities	on	the	consolidated	balance	sheet	as	of	December	31,	2015.	For	the	year	ended December	31,	2015	the	Company	recognized	a	loss	related	to	non-designated	foreign	currency	forward	contracts	of	$1.5	million.

# Concentration	of	Credit	Risk

Concentrations	of	credit	risk	with	respect	to	trade	accounts	receivable	is	generally	limited	due	to	the	Company's	large	number	of	customers	and	their diversity	across	many	geographic	areas.	A	portion	of	the	Company's	trade	accounts	receivable	outside	the	United	States,	however,	include	sales	to government-owned	or	supported	healthcare	systems

in	several	countries	which	are	subject	to	payment	delays.	Payment	is	dependent	upon	the	creditworthiness	of	the	healthcare	systems	in	those	countries and	the	financial	stability	of	their	economies.

In	the	ordinary	course	of	business,	the	Company	grants	non-interest	bearing	trade	credit	to	its	customers	on	normal	credit	terms.	In	an	effort	to reduce	its	credit	risk,	the	Company	(i)	establishes	credit	limits	for	all	of	its	customer	relationships,	(ii)	performs	ongoing	credit	evaluations	of	its	customers' financial	 condition,	 (iii)	 monitors	 the	 payment	 history	 and	 aging	 of	 its	 customers'	 receivables,	 and	 (iv)	 monitors	 open	 orders	 against	 an	 individual customer's	outstanding	receivable	balance.

An	 allowance	 for	 doubtful	 accounts	 is	 maintained	 for	 accounts	 receivable	 based	 on	 the	 expected	 collectability	 of	 the	 accounts	 receivable, considering	the	Company's	historical	collection	experience	with	respect	to	the	customer,	the	length	of	time	an	account	 is	outstanding,	 the	 financial position	of	the	customer	and	information	provided	by	credit	rating	services.	The	adequacy	of	this	allowance	is	reviewed	each	reporting	period	and adjusted	as	necessary.	The	allowance	for	doubtful	accounts	was	$8.0	million	and	$8.8	million	at	December	31,	2015	and	2014,	respectively.	The	current portion	of	the	allowance	for	doubtful	accounts	at	December	31,	2015	and	2014	of	$2.0	million	and	$2.4	million,	respectively,	are	reflected	in	accounts receivable,	net.	The	allowance	for	doubtful	accounts	on	receivables	outstanding	for	greater	than	one	year	at	December	31,	2015	and	2014	of	$6.0	million and	$6.4	million,	respectively,	is	presented	as	part	of	other	assets.

In	light	of	the	volatility	in	global	economic	markets	in	recent	years,	the	Company	has	taken	measures,	within	countries	where	the	Company	has collectability	concerns,	to	facilitate	customer-by-customer	risk	assessment	when	estimating	the	allowance	for	doubtful	accounts.	Such	measures	include, among	others,	monthly	credit	control	committee	meetings,	at	which	customer	credit	risks	are	identified	after	review	of,	among	other	things,	accounts	that exceed	specified	credit	limits,	payment	delinquencies	and	other	customer	issues.	In	addition,	for	some	of	the	Company's	non-government	customers,	the Company	 has	 measures	 designed	 to	 reduce	 its	 risk	 exposures,	 including	 issuing	 dunning	 letters,	 reducing	 credit	 limits,	 requiring	 that	 payments accompany	 orders	 and	 initiating	 legal	 action	 with	 respect	 to	 delinquent	 accounts.	 With	 respect	 to	 government	 customers,	 the	 Company	 evaluates receivables	for	potential	collection	risks	associated	with	the	availability	of	government	funding	and	reimbursement	practices.

Certain	of	the	Company's	customers,	particularly	in	Europe,	have	extended	or	delayed	payments	for	products	and	services	already	provided,	raising collectability	concerns	regarding	the	Company's	accounts	receivable	from	these	customers,	for	the	most	part	in	Greece,	Italy,	Spain	and	Portugal.	As	a result,	the	Company	continues	to	closely	monitor	the	allowance	for	doubtful	accounts	in	these	locations.	If	the	financial	condition	of	these	customers	or the	 healthcare	 systems	 in	 these	 countries	 deteriorate	 to	 the	 extent	 that	 the	 ability	 of	 an	 increasing	 number	 of	 customers	 to	 satisfy	 their	 payment obligations	 is	uncertain,	additional	allowances	may	be	required	 in	 future	periods.	The	aggregate	net	current	and	 long-term	accounts	receivable	 for customers	in	Greece,	Italy,	Spain	and	Portugal	and	the	percentage	of	the	Company's	total	net	current	and	long-term	accounts	receivable	represented	by the	net	current	and	long-term	accounts	receivable	for	customers	in	those	countries	at	December	31,	2015	and	2014	are	as	follows:

| 2015	and	2014,	respectively)	in	Greece,	Italy,	Spain	and	Portugal	(1) | $62,272 | $76,190 |
| :--- | :--- | :--- |
| Percentage\tof\ttotal\tnet\tcurrent\tand\tlong-term\taccounts\treceivables | 23.9% | 27.3% |

(1)				The	long-term	portion	of	accounts	receivable,	net	from	customers	in	Greece,	Italy,	Spain	and	Portugal	at	December	31,	2015	and	2014	was	$8.1	million	 and	$11.3	million, respectively,	and	is	reported	on	the	consolidated	balance	sheet	in	other	assets.

# Note	10	—	Fair	value	measurement

Fair	value	is	defined	as	the	exit	price	that	would	be	received	from	the	sale	of	an	asset	or	paid	to	transfer	a	liability,	using	assumptions	that	market participants	would	use	in	pricing	an	asset	or	liability.	The	FASB's	fair	value	guidance	establishes	a	three-level	hierarchy	of	the	inputs	(i.e.,	assumptions that	market	participants	would	use	in	pricing	an

asset	or	liability)	used	to	measure	fair	value,	which	is	designed	to	maximize	the	use	of	observable	inputs	and	minimize	the	use	of	unobservable	inputs	in measuring	fair	value.	The	levels	within	the	hierarchy	are	as	follows:

Level	1	inputs	—	quoted	prices	(unadjusted)	in	active	markets	for	identical	assets	or	liabilities	that	the	Company	has	the	ability	to	access	at	the measurement	date.

Level	2	inputs	—	inputs	other	than	quoted	prices	included	within	Level	1	that	are	observable	for	the	asset	or	liability,	either	directly	or	indirectly.	If	the asset	or	liability	has	a	specified	(contractual)	term,	a	Level	2	input	must	be	observable	for	substantially	the	full	term	of	the	asset	or	liability.	Level	2	inputs include:

1. Quoted	prices	for	similar	assets	or	liabilities	in	active	markets.

2. Quoted	prices	for	identical	or	similar	assets	or	liabilities	in	markets	that	are	not	active.

3. Inputs	other	than	quoted	prices	that	are	observable	for	the	asset	or	liability.

4. Inputs	that	are	derived	principally	from	or	corroborated	by	observable	market	data	by	correlation	or	other	means.

Level	3	inputs	—	unobservable	inputs	for	the	asset	or	liability.	Unobservable	inputs	may	be	used	to	measure	fair	value	only	when	observable	inputs are	not	available.	Nevertheless,	the	objective	of	a	fair	value	measurement,	namely	to	arrive	at	an	exit	price	at	the	measurement	date	from	the	perspective of	a	market	participant	that	holds	the	asset	or	owes	the	liability,	continues	to	apply.	In	making	a	fair	value	measurement	using	Level	3	inputs,	a	reporting entity	may	begin	with	its	own	data,	but	it	must	adjust	that	data	if	reasonably	available	information	indicates	that	other	market	participants	would	use different	data	or	there	is	something	particular	to	the	reporting	entity	that	is	not	available	to	other	market	participants.

The	following	tables	provide	information	regarding	the	financial	assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis	as	of December	31, 2015	and	2014:

|  | Total	carrying<br>value	at<br>December	31,<br>2015 | Quoted	prices	in<br>active	markets<br>(Level	1) | Significant<br>other<br>observable<br>inputs	(Level	2) | Significant<br>unobservable<br>inputs	(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Investments\tin\tmarketable\tsecurities | $6,922 | $6,922 | $— | $— |
| Derivative\tassets | 329 | — | 329 | — |
| Derivative\tliabilities | 1,298 | — | 1,298 | — |
| Contingent\tconsideration\tliabilities | 20,829 | — | — | 20,829 |

|  | Total	carrying<br>value	at<br>December	31,<br>2014 | Quoted	prices	in<br>active	markets<br>(Level	1) | Significant<br>other<br>observable<br>inputs	(Level	2) | Significant<br>unobservable<br>inputs	(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Investments\tin\tmarketable\tsecurities | $6,863 | $6,863 | $— | $— |
| Contingent\tconsideration\tliabilities | 33,433 | — | — | 33,433 |

There	were	no	changes	in	the	inputs	used	to	measure	fair	value	of	financial	assets	or	liabilities	among	Level	1,	Level	2	or	Level	3	within	the	fair value	hierarchy	during	the	years	ended	December	31,	2015	or	2014.

The	 following	 table	provides	 information	regarding	changes	 in	 financial	 liabilities,	 the	 fair	value	of	which	 is	based	on	Level	3	 inputs,	related	 to contingent	consideration	in	connection	with	various	Company	acquisitions,	including	those	described	in	Note	3	to	the	consolidated	financial	statements, during	the	years	ended	December	31,	2015	and	2014:

|  | 2015 | 2014 |
| :--- | :--- | :--- |
|  | (Dollars\tin\tthousands) |  |
| Beginning\tbalance\t–\tJanuary\t1 | $33,433 | $20,313 |
| Initial\testimate\tupon\tacquisition | — | 20,538 |
| Payment | (8,054) | — |
| Revaluations | (4,550) | (7,418) |
| Ending\tbalance\t–\tDecember\t31 | $20,829 | $33,433 |

The	Company	reduced	contingent	consideration	liabilities	and	selling,	general	and	administrative	expense	by $4.4	million	and	$8.2	million	for	the years	ended	December	31,	2015	and	2014,	respectively,	after	determining	that	relevant

conditions	for	the	payment	of	certain	contingent	consideration	would	not	be	satisfied.	This	reduction	is	included	in	revaluations	in	the	above	table.

See	Note	8	to	the	consolidated	financial	statements	for	a	discussion	of	the	fair	value	of	the	Company's	borrowings.

# Valuation	Techniques

The	Company's	financial	assets	valued	based	upon	Level	1	inputs	are	comprised	of	investments	in	marketable	securities	held	in	trust,	which	are available	to	satisfy	benefit	obligations	under	Company	benefit	plans	and	other	arrangements.	The	investment	assets	of	the	trust	are	valued	using	quoted market	prices.

The	Company's	financial	assets	and	liabilities	valued	based	upon	Level	2	inputs	are	comprised	of	foreign	currency	forward	contracts.	The	Company uses	foreign	currency	forward	contracts	to	manage	foreign	currency	transaction	exposure	as	well	as	exposure	to	foreign	currency	denominated	monetary assets	and	liabilities.	The	Company	measures	the	fair	value	of	the	foreign	currency	forward	contracts	by	calculating	the	amount	required	to	enter	into offsetting	contracts	with	similar	remaining	maturities,	based	on	quoted	market	prices,	and	taking	into	account	the	creditworthiness	of	the	counterparties.

The	Company's	financial	liabilities	valued	based	upon	Level	3	inputs	are	comprised	of	contingent	consideration	arrangements	pertaining	to	the Company's	acquisitions.	The	Company	accounts	for	contingent	consideration	in	accordance	with	applicable	accounting	guidance	related	to	business combinations.	The	Company	determines	the	fair	value	of	the	liabilities	for	contingent	consideration	based	on	a	probability-weighted	discounted	cash	flow analysis.	This	fair	value	measurement	is	based	on	significant	inputs	not	observable	in	the	market	and,	therefore,	constitutes	a	Level	3	measurement within	the	fair	value	hierarchy.	The	fair	value	of	the	contingent	consideration	liability	associated	with	future	payments	under	contingent	consideration arrangements	is	based	on	several	factors,	including:

•estimated	cash	flows	projected	from	the	success	of	market	launches;

•the	estimated	time	and	resources	needed	to	complete	the	development	of	acquired	technologies;

•the	uncertainty	of	obtaining	regulatory	approvals	within	the	required	time	periods;	and

•the	risk	adjusted	discount	rate	for	fair	value	measurement.

In	connection	with	the	Company's	contingent	consideration	arrangements	in	effect	at	December	31,	2015,	the	Company	estimates	that	it	will	make payments	 from	 2016	 through	 2029.	As	 of	December	31,	2015,	 the	 range	 of	 undiscounted	 amounts	 the	 Company	 could	 be	 required	 to	 pay	 under contingent	consideration	arrangements	is	between	$7.0	million	and	$43.8	million.	The	Company	reevaluates	the	fair	value	of	contingent	consideration arrangements	each	reporting	period	and,	based	on	new	developments,	records	changes	in	fair	value	until	either	the	contingent	consideration	obligation	is satisfied	through	payment	upon	the	achievement	of	the	specified	objectives	or	the	obligation	no	longer	exists	due	to	failure	to	achieve	the	specified objectives.

The	following	table	provides	information	regarding	the	valuation	techniques	and	inputs	used	in	determining	the	fair	value	of	assets	or	liabilities measured	by	use	of	Level	3	inputs	as	of	December	31,	2015:

|  | Valuation	Technique | Unobservable	Input | Range	(Weighted	Average) |
| :--- | :--- | :--- | :--- |
| Contingent\tconsideration | Discounted\tcash\tflow | \t Discount\trate | 2.6%\t-\t10%\t(8.3%) |
|  |  | Probability\tof\tpayment | 0%\t-\t100%\t(69.6%) |

As	of	December	31,	2015,	the	Company	recorded	$20.8	million	of	total	liabilities	for	contingent	consideration,	of	which	 $7.3	million	was	recorded	as the	current	portion	of	contingent	consideration	and	$13.5	million	was	recorded	as	other	liabilities	in	the	consolidated	balance	sheet.

# Note	11	—	Shareholders'	equity

The	authorized	capital	of	the	Company	is	comprised	of	 200	million	common	shares,	$1	par	value,	and	500,000	preference	shares.	No	preference shares	have	been	outstanding	during	the	last	three	years.

Basic	earnings	per	share	is	computed	by	dividing	net	income	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period. Diluted	 earnings	 per	 share	 is	 computed	 in	 the	 same	 manner	 except	 that	 the	 weighted	 average	 number	 of	 shares	 is	 increased	 to	 include	 dilutive securities.	The	following	table	provides	a	reconciliation	of	basic	to	diluted	weighted	average	shares	outstanding:

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Shares\tin\tthousands) |  |
| Basic | 41,558 | 41,366 | 41,105 |
| Dilutive\teffect\tof\tshare\tbased\tawards | 488 | 450 | 410 |
| Dilutive\teffect\tof\t3.875%\tConvertible\tNotes\tand\twarrants | 6,012 | 4,654 | 2,178 |
| Diluted | 48,058 | 46,470 | 43,693 |

Weighted	average	shares	that	were	antidilutive	and	therefore	not	included	in	the	calculation	of	earnings	per	share	were	approximately 5.6	million,	6.3 million	and	7.7	million	for	the	years	ended	December	31,	2015,	2014	and	2013,	respectively.

During	periods	in	which	the	average	market	price	of	the	Company's	common	stock	is	above	the	applicable	conversion	price	of	the	Convertible	Notes, or	$61.32	per	share,	the	impact	of	conversion	would	be	dilutive	and	the	dilutive	effect	of	conversion	of	the	Convertibles	Notes	is	reflected	in	diluted earnings	per	share.	As	described	in	Note	8,	the	Company	has	elected	the	net	settlement	method	of	accounting	for	these	conversions,	under	which	the Company	will	settle	the	principal	amount	of	the	Convertible	Notes	in	cash,	and	settle	the	excess	conversion	value	in	shares.	As	a	result,	in	periods	where the	average	market	price	of	the	Company's	common	stock	is	above	$61.32	per	share,	under	the	treasury	stock	method,	the	Company	calculates	the number	of	shares	issuable	under	the	terms	of	the	Convertible	Notes	based	on	the	average	market	price	of	the	stock	during	the	period,	and	includes	that number	in	the	total	diluted	shares	outstanding	for	the	period.

In	connection	with	the	issuance	of	the	Convertible	Notes,	the	Company	entered	into	convertible	note	hedge	and	warrant	agreements.	The	convertible note	 hedge	 agreements	 economically	 reduce	 the	 dilutive	 impact	 of	 the	 Convertible	 Notes.	 However,	 applicable	 accounting	 guidance	 requires	 the Company	to	separately	analyze	the	impact	of	the	warrant	agreements	on	diluted	weighted	average	shares	outstanding,	without	giving	effect	to	the	anti- dilutive	impact	of	the	convertible	note	hedge	agreements.	The	reductions	in	diluted	shares	that	would	result	from	giving	effect	to	the	anti-dilutive	impact	of the	convertible	note	hedge	agreements	would	have	been	3.3	million,	2.7	million,	and	1.6	million	for	the	years	ended	December	31,	2015,	2014	and	2013, respectively.	The	treasury	stock	method	is	applied	when	the	warrants	are	in	the	money	and	assumes	the	proceeds	from	the	exercise	of	the	warrants	are used	to	repurchase	shares	based	on	the	average	stock	price	during	the	period.	The	exercise	price	of	the	warrants	is	approximately	$74.65	per	share	of common	stock.	Shares	issuable	upon	exercise	of	the	warrants	that	were	included	in	the	total	diluted	shares	outstanding	were	2.7	million,	1.9	million	and 0.6	million for	 the	 years	 ended	December	31,	2015,	 2014	 and	 2013,	 respectively.	 For	 additional	 information	 regarding	 the	 convertible	 notes	 and convertible	note	hedge	and	warrant	agreements,	see	Note	8	to	the	consolidated	financial	statements.

The	following	tables	provide	information	relating	to	the	changes	in	accumulated	other	comprehensive	income	(loss),	net	of	tax,	for	the	years	ended December	31,	2015	and	2014:

|  | Cash	Flow<br>Hedges | Pension	and<br>Other<br>Postretirement<br>Benefit	Plans | Foreign<br>Currency<br>Translation<br>Adjustment | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) |  |  |
| Balance\tat\tDecember\t31,\t2013 | $— | $(97,037) | $(13,818) | $(110,855) |
| Other\tcomprehensive\tincome\t(loss)\tbefore\treclassifications | 594 | (47,536) | (105,333) | (152,275) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tincome\n(loss) | (594) | 2,829 | — | 2,235 |
| Net\tcurrent-year\tother\tcomprehensive\tincome\t(loss) | — | (44,707) | (105,333) | (150,040) |
| Balance\tat\tDecember\t31,\t2014 | — | (141,744) | (119,151) | (260,895) |
| Other\tcomprehensive\tincome\t(loss)\tbefore\treclassifications | (2,974) | (1,276) | (110,595) | (114,845) |
| Amounts\treclassified\tfrom\taccumulated\tother\tcomprehensive\tincome | 483 | 4,133 | — | 4,616 |
| Net\tcurrent-year\tother\tcomprehensive\t(loss)\tincome | (2,491) | 2,857 | (110,595) | (110,229) |
| Balance\tat\tDecember\t31,\t2015 | $(2,491) | $(138,887) | $(229,746) | $(371,124) |

The	following	table	provides	information	relating	to	the	reclassifications	of	losses/(gains)	in	accumulated	other	comprehensive	(loss)	income	into expense/(income),	net	of	tax,	for	the	years	ended	December	31,	2015,	2014	and	2013	:

| Cost	of	goods	sold | $679 | $(705) | $884 |
| :--- | :--- | :--- | :--- |
| Total\tbefore\ttax | 679 | (705) | 884 |
| Taxes | (196) | 111 | 46 |
| Net\tof\ttax | $483 | $(594) | $930 |
| Amortization\tof\tpension\tand\tother\tpostretirement\tbenefits\titems: |  |  |  |
| Actuarial\tlosses\t(1) | $6,375 | $4,385 | $7,211 |
| Prior-service\tcredits\t(1) | — | (21) | (21) |
| Transition\tobligation | — | — | 5 |
| Total\tbefore\ttax | 6,375 | 4,364 | 7,195 |
| Tax\tbenefit | (2,242) | (1,535) | (2,439) |
| Net\tof\ttax | $4,133 | $2,829 | $4,756 |
| Total\treclassifications,\tnet\tof\ttax | $4,616 | $2,235 | $5,686 |

(1) These	accumulated	other	comprehensive	(loss)	income	components	are	included	in	the	computation	of	net	benefit	cost	of	pension	and	other	postretirement	benefit	plans	(see Note	14	to	the	consolidated	financial	statements	for	additional	information).

As	previously	disclosed,	in	2007,	the	Company's	Board	of	Directors	authorized	the	repurchase	of	up	to $300	million	of	outstanding	Company common	 stock.	 On	 February	 23,	 2016,	 the	 Company's	 Board	 of	 Directors	 terminated	 this	 authorization.	 No	 shares	 were	 purchased	 under this authorization.

# Note	12	—	Stock	compensation	plans

In	May	of	2014,	the	shareholders	of	the	Company	approved	the	Teleflex	Incorporated	2014	Stock	Incentive	Plan	(the	"2014	Plan")	which	replaced the	Company's	2008	Stock	Incentive	Plan	and	2000	Stock	Compensation	Plan	(the	"Prior	Plans"),	under	which	stock	options	and	restricted	stock	awards previously	were	granted.	The	2014	Plan	provides	for	several	different	kinds	of	awards,	including	stock	options,	stock	appreciation	rights,	stock	awards and	other	stock-based	awards	to	directors,	officers	and	key	employees.	Under	the	2014	Plan,	the	Company	is	authorized	to	issue	up	to	5.3	million	shares of	common	stock,	subject	to	adjustment	in	accordance	with	special	share	counting	rules	in	the	2014	Plan	that,	among	other	things,	(i)	count	shares underlying	a	stock	option	or	stock	appreciation	right	(each,	an	"option	award")	as	one	share	and	each	share	underlying	any	other	type	of	award	(a	"stock award")	as	1.8	shares,	(ii)	increases	the	shares	the	Company	is	authorized	to	issue	by	 one	or	1.8	shares	for	each	share	underlying	an	option	award	or stock	award,	respectively,	under	the	Prior	Plans	that	have	been	canceled,	expired,	settled	in	cash	or	forfeited	after	December	31,	2013	and	(iii)	decrease the	number	of	shares	the	Company	is	authorized	to	issue	by	one	share	and	1.8	shares	for	each	share	underlying	an	option	award	or	stock	award, respectively,	granted	under	the	Prior	Plans	between	January	1,	2014	and	the	May	2,	2014	adoption	of	the	2014	Plan	by	the	Company's	stockholders. Options	granted	under	the	2014	Plan	have	an	exercise	price	equal	to	the	closing	price	of	the	Company's	common	stock	on	the	date	of	the	grant.	In	2015, the	Company	granted	incentive	and	non-qualified	options	to	purchase	353,688	shares	of	common	stock	and	granted	restricted	stock	units	relating	to 105,239	shares	of	common	stock	under	the	2014	Plan.	The	unrecognized	compensation	expense	for	these	awards	as	of	the	grant	date	was	 $20.0	million, which	will	be	recognized	over	the	vesting	period	of	the	awards.	As	of	December	31,	2015,	4,446,967	shares	were	available	for	future	grants	under	the 2014	Plan.

Share-based	compensation	expense	for	2015,	2014	and	2013	was	$14.5	million,	$12.2	million	 and	$11.9	million,	respectively,	and	is	included	in selling,	general	and	administrative	expenses.	The	total	income	tax	benefit	recognized	for	share-based	compensation	arrangements	for	2015,	2014	and 2013	was	$4.4	million,	$3.3	million	and	$3.8	million,	respectively.

The	fair	value	of	options	granted	in	2015,	2014	 and	2013	was	estimated	at	the	date	of	grant	using	a	Black-Scholes	option	pricing	model.	The following	weighted-average	assumptions	were	used:

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Risk-free\tinterest\trate | 1.44% | 1.45% | 0.75% |
| Expected\tlife\tof\toption | 4.87\tyears | 4.89\tyears | 4.87\tyears |
| Expected\tdividend\tyield | 1.12% | 1.34% | 1.73% |
| Expected\tvolatility | 20.68% | 21.44% | 24.65% |

The	fair	value	for	non-vested	equity	awards	granted	in	 2015,	2014	and	2013	was	estimated	at	the	date	of	grant	based	on	the	market	price	for	the underlying	stock	on	the	grant	date	discounted	for	the	risk	free	interest	rate	and	the	present	value	of	expected	dividends	over	the	vesting	period.	The following	weighted-average	assumptions	were	used:

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Risk-free\tinterest\trate | 0.94% | 0.65% | 0.36% |
| Expected\tdividend\tyield | 1.12% | 1.34% | 1.71% |

The	Company	applied	a	simplified	method	to	establish	the	beginning	balance	of	the	additional	paid-in	capital	pool	("APIC	Pool")	related	to	the	tax effects	of	employee	stock-based	compensation	and	to	determine	the	subsequent	impact	on	the	APIC	Pool	and	consolidated	statements	of	cash	flows	of the	tax	effects	of	employee	stock-based	compensation	awards	that	are	outstanding.

The	following	table	summarizes	the	option	activity	during	2015:

|  | Shares	Subject	to<br>Options | Weighted	Average<br>Exercise	Price | Weighted	Average<br>Remaining	Contractual<br>Life	In	Years | Aggregate<br>Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (Dollars\tin\tthousands) |
| Outstanding,\tbeginning\tof\tthe\tyear | 1,233,672 | $75.93 |  |  |
| Granted | 353,688 | 121.10 |  |  |
| Exercised | (112,941) | 68.53 |  |  |
| Forfeited\tor\texpired | (31,507) | 103.42 |  |  |
| Outstanding,\tend\tof\tthe\tyear | 1,442,912 | 86.98 | 7.0 | $63,480 |
| Exercisable,\tend\tof\tthe\tyear | 839,149 | $71.65 | 6.0 | $50,180 |

The	Company	recorded	$5.7	million	of	expense	related	to	the	portion	of	the	shares	underlying	options	that	vested	during	 2015,	which	is	included	in selling,	general	and	administrative	expenses.	As	of	December	31,	2015,	the	unamortized	share-based	compensation	cost	related	to	non-vested	stock options,	net	of	expected	forfeitures,	was	$6.6	million,	which	is	expected	to	be	recognized	over	a	weighted-average	period	of	 1.8	years.	Authorized	but unissued	shares	of	the	Company's	common	stock	are	issued	upon	exercises	of	options.

The	following	table	summarizes	the	non-vested	restricted	stock	unit	activity	during	2015:

|  | Number	of<br>Non-Vested<br>Shares | Weighted<br>Average<br>Grant-Date<br>Fair	Value | Average<br>Remaining<br>Contractual<br>Life	In	Years | Aggregate<br>Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (Dollars\tin\tthousands) |
| Outstanding,\tbeginning\tof\tthe\tyear | 313,703 | $76.80 |  |  |
| Granted | 105,239 | 118.00 |  |  |
| Vested | (106,667) | 61.79 |  |  |
| Forfeited | (30,867) | 88.73 |  |  |
| Outstanding,\tend\tof\tthe\tyear | 281,408 | 96.59 | 1.2 | $36,818 |

The	Company	recorded	$8.8	million	of	expense	related	to	the	portion	of	the	restricted	stock	units	that	vested	during	 2015,	which	is	included	in	selling, general	and	administrative	expenses.	The	unamortized	share-based	compensation	cost	related	to	non-vested	restricted	stock	units,	net	of	expected forfeitures,	was	$11.2	million,	which	is	expected	to	be	recognized	over	a	weighted-average	period	of	 1.7	years.	The	Company	uses	treasury	stock	to provide	shares	of	common	stock	in	connection	with	vesting	of	the	restricted	stock	units.

# Note	13	—	Income	taxes

The	following	table	summarizes	the	components	of	the	provision	for	income	taxes	from	continuing	operations:

| Federal | $(4,700) | $12,348 | $(2,996) |
| :--- | :--- | :--- | :--- |
| State | 2,377 | 1,912 | 1,736 |
| Foreign | 53,151 | 30,748 | 36,422 |
| Deferred: |  |  |  |
| Federal | (37,504) | (6,593) | (9,565) |
| State | (3,258) | 3,435 | (1,825) |
| Foreign | (2,228) | (13,200) | (225) |
|  | $7,838 | $28,650 | $23,547 |

At	December	31,	2015,	 the	 cumulative	 unremitted	 earnings	 of	 subsidiaries	 outside	 the	 United	 States,	 which	 are	 considered	 non-permanently reinvested	and	for	which	U.S.	taxes	have	been	provided,	approximated	$481.7	million.		At	December	31,	2015,	the	cumulative	unremitted	earnings	of subsidiaries	outside	the	United	States	that	are	considered	permanently	reinvested,	and,	accordingly,	for	which	no	income	or	withholding	taxes	have	been provided,	 approximated	$1,100.6	million.	Earnings	considered	permanently	reinvested	are	expected	to	be	reinvested	indefinitely	and,	as	a	result,	no deferred	tax	liability	has	been	recognized	with	regard	to	these	earnings.	It	is	not	practical	to	determine	the	deferred	income	tax	liability	on	these	earnings if,	in	the	future,	they	are	remitted	to	the	United	States	because	the	income	tax	liability	to	be	incurred,	if	any,	is	dependent	on	circumstances	existing	when remittance	occurs.

The	following	table	summarizes	the	United	States	and	non-United	States	components	of	income	from	continuing	operations	before	taxes:

| United	States | $(19,550) | $(23,875) | $(3,323) |
| :--- | :--- | :--- | :--- |
| Other | 264,196 | 243,985 | 179,053 |
|  | $244,646 | $220,110 | $175,730 |

Reconciliations	between	the	statutory	federal	income	tax	rate	and	the	effective	income	tax	rate	are	as	follows:

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
| Federal\tstatutory\trate | 35.00\t% | 35.00\t% | 35.00\t% |
| Tax\teffect\tof\tinternational\titems | (28.41) | (22.54) | (14.83) |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | (0.68) | 2.10 | (0.32) |
| Uncertain\ttax\tcontingencies | (1.89) | (0.83) | (4.06) |
| Contingent\tconsideration\treversals | (0.66) | (1.18) | (2.04) |
| Other,\tnet | (0.16) | 0.47 | (0.35) |
|  | 3.20\t% | 13.02\t% | 13.40\t% |

The	effective	income	tax	rate	for	2015	was	3.2%	compared	to	13.0%	for	2014.	The	effective	income	tax	rate	for	2015	was	impacted	by	a	tax	benefit associated	with	U.S.	federal	tax	return	filings,	a	benefit	associated	with	legislative	tax	rate	changes,	a	benefit	resulting	from	a	reduction	in	our	U.S. reserves	as	a	result	of	the	conclusion	of	an	audit	and	a	benefit	associated	with	a	reduction	in	the	estimated	deferred	tax	with	respect	to	non-permanently reinvested	income	due	to	an	increase	in	the	estimated	foreign	tax	credits	available	to	reduce	the	U.S.	tax	on	a	future	repatriation.

The	effective	income	tax	rate	for	2014	was	impacted	by	a	benefit	from	a	shift	in	the	mix	of	income	to	jurisdictions	with	lower	statutory	tax	rates,	tax benefits	associated	with	U.S.	federal	tax	return	filings	and	the	realization	of	net	tax	benefits	resulting	from	the	expiration	of	statutes	of	limitation	for	U.S. state	and	foreign	matters.

The	Company	and	its	subsidiaries	are	routinely	subject	to	examinations	by	various	taxing	authorities.	In	conjunction	with	these	examinations	and	as	a regular	practice,	the	Company	establishes	and	adjusts	reserves	with	respect	to	its	uncertain	tax	positions	to	address	developments	related	to	those positions.	The	Company	realized	a	net	benefit	of	approximately	$4.6	million	in	2015	as	a	result	of	reducing	its	reserves	with	respect	to	uncertain	tax positions.	The	decrease	principally	resulted	from	a	reduction	in	our	U.S.	reserves	as	a	result	of	the	conclusion	of	an	audit,	offset	by	an	increase	in	our foreign	reserves	with	respect	to	developments	in	the	ongoing	tax	examination	in	Germany.	The	Company	realized	a	net	benefit	of	approximately	$1.8 million	 and	$7.1	million	 in	2014	 and	2013,	respectively,	as	a	result	of	reducing	its	reserves	with	respect	to	uncertain	tax	positions.	These	reductions principally	resulted	from	the	expiration	of	a	number	of	applicable	statutes	of	limitations.

The	following	table	summarizes	significant	components	of	the	Company's	deferred	tax	assets	and	liabilities	at	 December	31,	2015	and	2014:

| Tax	loss	and	credit	carryforwards | $123,328 | $112,796 |
| :--- | :--- | :--- |
| Pension | 57,610 | 63,669 |
| Reserves\tand\taccruals | 47,755 | 43,482 |
| Other | 34,568 | 28,820 |
| Less:\tvaluation\tallowances | (103,475) | (99,141) |
| Total\tdeferred\ttax\tassets | 159,786 | 149,626 |
| Deferred\ttax\tliabilities: |  |  |
| Property,\tplant\tand\tequipment | 33,824 | 32,329 |
| Intangibles\t—\tstock\tacquisitions | 361,132 | 384,734 |
| Unremitted\tforeign\tearnings | 78,019 | 116,595 |
| Other | 453 | 11,160 |
| Total\tdeferred\ttax\tliabilities | 473,428 | 544,818 |
| Net\tdeferred\ttax\tliability | $(313,642) | $(395,192) |

Under	the	tax	laws	of	various	jurisdictions	in	which	the	Company	operates,	deductions	or	credits	that	cannot	be	fully	utilized	for	tax	purposes	during the	current	year	may	be	carried	forward,	subject	to	statutory	limitations,	to	reduce	taxable	income	or	taxes	payable	in	a	future	tax	year.	At	December	31, 2015,	the	tax	effect	of	such	carryforwards	approximated	 $123.3	million.	Of	this	amount,	$10.5	million	has	no	expiration	date,	$0.8	million	expires	after 2015	but	before	the	end	of	 2020	and	$112.0	million	expires	after	2020.	A	portion	of	these	carryforwards	consists	of	tax	losses	and	credits	obtained	by	the Company	as	a	result	of	acquisitions;	the	utilization	of	these	carryforwards	are	subject	to	an	annual	limitation	imposed	by	Section	382	of	the	Internal Revenue	Code,	which	limits	a	company's	ability	to	deduct	prior	net	operating	losses	following	a	more	than	50	percent	change	 in	ownership.	It	is	not expected	that	the	Section	382	limitation	will	prevent	the	Company	ultimately	from	utilizing	its	loss	carryforwards.	The	determination	of	state	net	operating loss	carryforwards	 is	dependent	upon	 the	United	States	subsidiaries'	 taxable	 income	or	 loss,	 the	state's	proportion	of	 taxable	net	 income	and	 the application	of	state	laws,	which	can	change	from	year	to	year	and	impact	the	amount	of	such	carryforward.

The	valuation	allowance	for	deferred	tax	assets	of	 $103.5	million	and	$99.1	million	at	December	31,	2015	and	2014,	respectively,	relates	principally to	the	uncertainty	of	the	Company's	ability	to	utilize	certain	deferred	tax	assets,	primarily	tax	loss	and	credit	carryforwards	in	various	jurisdictions.	The valuation	allowance	was	calculated	in	accordance	with	applicable	accounting	standards,	which	require	that	a	valuation	allowance	be	established	and maintained	when	it	is	"more	likely	than	not"	that	all	or	a	portion	of	deferred	tax	assets	will	not	be	realized.

Uncertain	Tax	Positions :	The	following	table	is	a	reconciliation	of	the	beginning	and	ending	balances	for	liabilities	associated	with	unrecognized	tax benefits	for	the	twelve	month	periods	ending	December	31,	2015,	2014	and	2013:

| Balance	at	January	1 | $51,084 | $55,771 | $62,108 |
| :--- | :--- | :--- | :--- |
| Increase\tin\tunrecognized\ttax\tbenefits\trelated\tto\tprior\tyears | 2,077 | — | — |
| Decrease\tin\tunrecognized\ttax\tbenefits\trelated\tto\tprior\tyears | (15,372) | — | — |
| Unrecognized\ttax\tbenefits\trelated\tto\tthe\tcurrent\tyear | 647 | 910 | 1,838 |
| Reductions\tin\tunrecognized\ttax\tbenefits\tdue\tto\tsettlements | — | (132) | — |
| Reductions\tin\tunrecognized\ttax\tbenefits\tdue\tto\tlapse\tof\tapplicable\tstatute\tof\tlimitations | (2,337) | (3,235) | (8,433) |
| Increase\t(decrease)\tin\tunrecognized\ttax\tbenefits\tdue\tto\tforeign\tcurrency\ttranslation | (1,718) | (2,230) | 258 |
| Balance\tat\tDecember\t31 | $34,381 | $51,084 | $55,771 |

The	total	liabilities	associated	with	the	unrecognized	tax	benefits	that,	if	recognized	would	impact	the	effective	tax	rate	for	continuing	operations, were	$17.7	million	at	December	31,	2015.

The	Company	accrues	interest	and	penalties	associated	with	unrecognized	tax	benefits	in	income	tax	expense	in	the	consolidated	statements	of income,	and	the	corresponding	liability	is	included	in	the	consolidated	balance	sheets.	The	net	interest	expense	(benefit)	and	penalties	reflected	in income	 from	 continuing	 operations	 for	 the	 year	 ended	December	 31,	 2015	 was	$1.6	 million	 and	$(0.4)	 million,	 respectively;	 for	 the	 year	 ended December	31,	2014	was	$1.0	million	and	$(0.8)	million,	respectively;	and	for	the	year	ended	 December	31,	2013	was	$1.3	million	and	$(0.8)	million, respectively.	The	corresponding	liabilities	in	the	consolidated	balance	sheets	for	interest	and	penalties	at	December	31,	2015	were	$6.5	million	and	$3.2 million,	respectively,	and	at	December	31,	2014	were	 $6.2	million	and	$5.0	million,	respectively.

The	taxable	years	for	which	the	applicable	statute	of	limitations	remains	open	by	major	tax	jurisdictions	are	as	follows:

The	Company	and	its	subsidiaries	are	routinely	subject	to	income	tax	examinations	by	various	taxing	authorities.	As	of	 December	31,	2015,	the	most significant	tax	examinations	in	process	are	in	Austria,	Canada,	Germany	and	the	United	States.	The	date	at	which	these	examinations	may	be	concluded and	the	ultimate	outcome	of	the	examinations	is	uncertain.	As	a	result	of	the	uncertain	outcome	of	these	ongoing	examinations,	future	examinations	or the	expiration	of	statutes	of	limitation,	it	is	reasonably	possible	that	the	related	unrecognized	tax	benefits	for	tax	positions	taken	could	materially	change from	those	recorded	as	liabilities	at	December	31,	2015.	Due	to	the	potential	for	resolution	of	certain	examinations,	and	the	expiration	of	various	statutes of	limitation,	it	is	reasonably	possible	that	the	Company's	unrecognized	tax	benefits	may	change	within	the	next	year	by	a	range	of	zero	to	$7.4	million.

# Note	14	—	Pension	and	other	postretirement	benefits

The	Company	has	a	number	of	defined	benefit	pension	and	postretirement	plans	covering	eligible	U.S.	and	non-U.S.	employees.	The	defined	benefit pension	plans	are	noncontributory.	The	benefits	under	these	plans	are	based	primarily	on	years	of	service	and	employees'	pay	near	retirement.	The Company's	funding	policy	for	U.S.	plans	is	to	contribute	annually,	at	a	minimum,	amounts	required	by	applicable	laws	and	regulations.	Obligations	under non-U.S.	plans	are	systematically	provided	for	by	depositing	funds	with	trustees	or	by	book	reserves.		As	of	December	31,	2015,	no	further	benefits	are being	 accrued	 under	 the	 Company's	 U.S.	 defined	 benefit	 pension	 plans	 and	 the	 Company's	 other	 postretirement	 benefit	 plans,	 other	 than	 certain postretirement	benefit	plans	covering	employees	subject	to	a	collective	bargaining	agreement.

The	Company	and	certain	of	its	subsidiaries	provide	medical,	dental	and	life	insurance	benefits	to	pensioners	or	their	survivors.	The	associated	plans are	unfunded	and	approved	claims	are	paid	from	Company	funds.

The	following	table	provides	information	regarding	the	components	of	the	net	benefit	expense	(income)	of	the	Company's	pension	and	postretirement benefit	plans:

|  |  | Pension |  |  | Other	Benefits |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2013 | 2015 | 2014 | 2013 |
|  |  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |  |
| Service\tcost | $1,880 | $1,794 | $1,819 | $495 | $424 | $663 |
| Interest\tcost | 17,948 | 18,000 | 16,842 | 1,967 | 2,169 | 2,707 |
| Expected\treturn\ton\tplan\tassets | (25,940) | (25,006) | (23,122) | — | — | — |
| Net\tamortization\tand\tdeferral | 6,159 | 4,371 | 5,847 | 216 | (7) | 1,348 |
| Net\tbenefit\texpense\t(income) | $47 | $(841) | $1,386 | $2,678 | $2,586 | $4,718 |

The	following	table	provides	the	weighted	average	assumptions	for	United	States	and	foreign	plans	used	in	determining	net	benefit	cost:

|  |  | Pension |  |  | Other	Benefits |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2013 | 2015 | 2014 | 2013 |
| Discount\trate | 4.1% | 5.0% | 4.3% | 4.0% | 4.7% | 3.8% |
| Rate\tof\treturn | 8.1% | 8.3% | 8.3% |  |  |  |
| Initial\thealthcare\ttrend\trate |  |  |  | 7.3% | 7.5% | 8.2% |
| Ultimate\thealthcare\ttrend\trate |  |  |  | 5.0% | 5.0% | 5.0% |

The following table	provides	summarized information	with	respect to the	Company's	pension	and	postretirement	benefit	plans,	measured	as	of December	31,	2015	and	2014:

|  | Pension |  | Other	Benefits |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2015 | 2014 |
|  | Under\tFunded | Under\tFunded | Under\tFunded |  |
|  |  | (Dollars\tin\tthousands) |  |  |
| Benefit\tobligation,\tbeginning\tof\tyear | $447,964 | $367,731 | $53,154 | $52,448 |
| Service\tcost | 1,880 | 1,794 | 495 | 424 |
| Interest\tcost | 17,948 | 18,000 | 1,967 | 2,169 |
| Actuarial\tloss\t(gain) | (22,880) | 82,922 | (3,914) | 1,273 |
| Currency\ttranslation | (2,721) | (2,973) | — | — |
| Benefits\tpaid | (18,682) | (17,988) | (3,216) | (3,287) |
| Medicare\tPart\tD\treimbursement | — | — | 130 | 127 |
| Administrative\tcosts | (1,773) | (1,522) | — | — |
| Projected\tbenefit\tobligation,\tend\tof\tyear | 421,736 | 447,964 | 48,616 | 53,154 |
| Fair\tvalue\tof\tplan\tassets,\tbeginning\tof\tyear | 328,830 | 305,481 |  |  |
| Actual\treturn\ton\tplan\tassets | (4,460) | 34,332 |  |  |
| Contributions | 12,797 | 9,539 |  |  |
| Benefits\tpaid | (18,682) | (17,988) |  |  |
| Settlements\tpaid | — | — |  |  |
| Administrative\tcosts | (1,773) | (1,522) |  |  |
| Currency\ttranslation | (761) | (1,012) |  |  |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tyear | 315,951 | 328,830 |  |  |
| Funded\tstatus,\tend\tof\tyear | $(105,785) | $(119,134) | $(48,616) | $(53,154) |

The	following	table	sets	forth	the	amounts	recognized	in	the	consolidated	balance	sheet	with	respect	to	the	Company's	pension	and	postretirement plans:

|  | Pension |  | Other	Benefits | Other	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2015 | 2014 |
|  |  | (Dollars\tin\tthousands) |  |  |
| Payroll\tand\tbenefit-related\tliabilities | $(1,653) | $(1,779) | $(3,307) | $(3,268) |
| Pension\tand\tpostretirement\tbenefit\tliabilities | (104,132) | (117,355) | (45,309) | (49,886) |
| Accumulated\tother\tcomprehensive\tloss | 213,301 | 213,117 | 4,223 | 8,353 |
|  | $107,516 | $93,983 | $(44,393) | $(44,801) |

The	following	tables	set	forth	the	amounts	recognized	in	accumulated	other	comprehensive	income	(loss)	with	respect	to	the	plans:

|  | Prior	Service<br>Cost	(Credit) | Net	(Gain)<br>or	Loss | Deferred<br>Taxes | Accumulated<br>Other<br>Comprehensive<br>(Income)	Loss,<br>Net	of	Tax |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Balance\tat\tDecember\t31,\t2013 | $182 | $144,684 | $(52,480) | $92,386 |
| Reclassification\tadjustments\trelated\tto\tcomponents\tof\tNet\tPeriodic\nBenefit\tCost\trecognized\tduring\tthe\tperiod: |  |  |  |  |
| Net\tamortization\tand\tdeferral | (34) | (4,337) | 1,539 | (2,832) |
| Amounts\tarising\tduring\tthe\tperiod: |  |  |  |  |
| Actuarial\tchanges\tin\tbenefit\tobligation | — | 73,596 | (26,131) | 47,465 |
| Impact\tof\tcurrency\ttranslation | — | (974) | 265 | (709) |
| Balance\tat\tDecember\t31,\t2014 | 148 | 212,969 | (76,807) | 136,310 |
| Reclassification\tadjustments\trelated\tto\tcomponents\tof\tNet\tPeriodic\nBenefit\tCost\trecognized\tduring\tthe\tperiod: |  |  |  |  |
| Net\tamortization\tand\tdeferral | (35) | (6,124) | 2,164 | (3,995) |
| Amounts\tarising\tduring\tthe\tperiod: |  |  |  |  |
| Actuarial\tchanges\tin\tbenefit\tobligation | — | 7,520 | (2,928) | 4,592 |
| Impact\tof\tcurrency\ttranslation | — | (1,177) | 316 | (861) |
| Balance\tat\tDecember\t31,\t2015 | $113 | $213,188 | $(77,255) | $136,046 |

|  | Prior	Service<br>Cost	(Credit) | Net	(Gain)	or<br>Loss | Deferred<br>Taxes | Accumulated<br>Other<br>Comprehensive<br>(Income)	Loss,<br>Net	of	Tax |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Balance\tat\tDecember\t31,\t2013 | $17 | $7,056 | $(2,422) | $4,651 |
| Reclassification\tadjustments\trelated\tto\tcomponents\tof\tNet\tPeriodic\nBenefit\tCost\trecognized\tduring\tthe\tperiod: |  |  |  |  |
| Net\tamortization\tand\tdeferral | 55 | (48) | (4) | 3 |
| Amounts\tarising\tduring\tthe\tperiod: |  |  |  |  |
| Actuarial\tchanges\tin\tbenefit\tobligation | — | 1,273 | (493) | 780 |
| Balance\tat\tDecember\t31,\t2014 | 72 | 8,281 | (2,919) | 5,434 |
| Reclassification\tadjustments\trelated\tto\tcomponents\tof\tNet\tPeriodic\nBenefit\tCost\trecognized\tduring\tthe\tperiod: |  |  |  |  |
| Net\tamortization\tand\tdeferral | 35 | (251) | 78 | (138) |
| Amounts\tarising\tduring\tthe\tperiod: |  |  |  |  |
| Actuarial\tchanges\tin\tbenefit\tobligation | — | (3,914) | 1,459 | (2,455) |
| Balance\tat\tDecember\t31,\t2015 | $107 | $4,116 | $(1,382) | $2,841 |

The	following	table	provides	the	weighted	average	assumptions	for	United	States	and	foreign	plans	used	in	determining	benefit	obligations:

|  | Pension |  | Other	Benefits |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2015 | 2014 | 2015 | 2014 |
| Discount\trate | 4.5% | 4.1% | 4.3% | 4.0% |
| Rate\tof\tcompensation\tincrease | 2.8% | 3.0% |  |  |
| Initial\thealthcare\ttrend\trate |  |  | 8.4% | 7.3% |
| Ultimate\thealthcare\ttrend\trate |  |  | 5.0% | 5.0% |

The	discount	rate	represents	the	interest	rate	used	to	determine	the	present	value	of	future	cash	flows	currently	expected	to	be	required	to	settle	the Company's	pension	and	other	benefit	obligations.	The	weighted	average	discount	rates	for	United	States	pension	plans	and	other	benefit	plans	of	4.63% and	4.31%,	 respectively,	 were	 established	 by	 comparing	 the	 projection	 of	 expected	 benefit	 payments	 to	 the	AA	Above	 Median	 yield	 curve	 as	 of December	31,	2015.	The	expected	benefit	payments	are	discounted	by	each	corresponding	discount	rate	on	the	yield	curve.	For	payments	beyond 30	years,	the	Company	extends	the	curve	assuming	that	the	discount	rate	derived	in	year	30	is	extended	to	the	end	of	the	plan's	payment	expectations. Once	the	present	value	of	the	string	of	benefit	payments	is	established,	the	Company	determines	the	single	rate	on	the	yield	curve	that,	when	applied	to all	obligations	of	the	plan,	will	exactly	match	the	previously	determined	present	value.

Effective	December	31,	2015,	the	Company	changed	the	method	it	uses	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit cost	for	its	pension	and	other	postretirement	benefits.	Previously,	the	Company	used	a	single	equivalent	discount	rate	to	estimate	the	interest	and service	cost	components	of	net	periodic	benefit	cost.	The	single	discount	rate	represented	the	constant	annual	rate	that	would	be	required	to	discount	all future	benefit	payments	related	to	past	service	from	the	date	of	expected	future	payment	to	the	measurement	date.	Under	the	new	method,	these components	are	estimated	by	applying	specific	spot	rates	along	the	yield	curve	used	by	the	Company	in	determining	the	benefit	obligation	to	their underlying	projected	cash	flow.	This	change	in	method	provides	a	more	precise	estimate	of	service	and	interest	costs	by	improving	the	correlation between	projected	cash	flows	and	their	corresponding	spot	rates	and	will	not	affect	the	measurement	of	the	Company's	pension	and	postretirement benefit	obligations.	The	Company	accounted	for	this	change	as	a	change	in	accounting	estimate,	which	is	applied	prospectively.	Therefore,	adoption	of this	change	had	no	impact	on	the	results	for	the	year	ended	December	31,	2015.

As	part	of	the	evaluation	of	pension	and	other	postretirement	assumptions,	the	Company	applied	assumptions	for	mortality	and	healthcare	cost trends	that	incorporate	generational	white	and	blue	collar	mortality	trends.	In	determining	its	benefit	obligations,	the	Company	used	generational	tables that	take	into	consideration	increases	in	plan	participant	longevity.

The	Company's	assumption	for	the	Expected	Return	on	Plan	Assets	is	primarily	based	on	the	determination	of	an	expected	return	for	its	current portfolio.	This	determination	is	made	using	assumptions	for	return	and	volatility	of	the	portfolio.	Asset	class	assumptions	are	set	using	a	combination	of empirical	and	forward-looking	analysis.	To	the	extent	historical	results	have	been	affected	by	unsustainable	trends	or	events,	the	effects	of	those	trends are	quantified	and	removed.	The	Company	applies	a	variety	of	models	for	filtering	historical	data	and	isolating	the	fundamental	characteristics	of	asset classes.	These	models	provide	empirical	return	estimates	for	each	asset	class,	which	are	then	reviewed	and	combined	with	a	qualitative	assessment	of long	term	relationships	between	asset	classes	before	a	return	estimate	is	finalized.	The	qualitative	analysis	is	intended	to	provide	an	additional	means	for addressing	the	effect	of	unrealistic	or	unsustainable	short-term	valuations	or	trends,	resulting	in	return	levels	and	behavior	the	Company	believes	are more	likely	to	prevail	over	long	periods.	Effective	in	2015,	the	Company	changed	its	Expected	Return	on	Plan	Assets	of	the	United	States	pension	plans from	8.50%	to	8.25%	to	reflect	modifications	to	assumptions	resulting	from	the	analysis	described	above.

An	increase	in	the	assumed	healthcare	trend	rate	of	1%	would	increase	the	benefit	obligation	at	December	31,	2015	by	 $3.8	million	and	would increase	the	2015	benefit	expense	by	$0.2	million.	Decreasing	this	assumed	rate	by	1%	would	decrease	the	benefit	obligation	at	December	31,	2015	by $3.3	million	and	would	decrease	the	2015	benefit	expense	by	$0.2	million.

The	accumulated	benefit	obligation	for	all	United	States	and	foreign	defined	benefit	pension	plans	was	 $421.2	million	and	$447.4	million	for	2015	and 2014,	respectively.	All	of	the	Company's	pension	plans	had	accumulated	benefit	obligations	in	excess	of	their	respective	plan	assets	as	of	 December	31, 2015	and	2014.

The	Company's	investment	objective	is	to	achieve	an	enhanced	long-term	rate	of	return	on	plan	assets,	subject	to	a	prudent	level	of	portfolio	risk,	for the	purpose	of	enhancing	the	availability	of	benefits	for	participants.	These	investments	are	primarily	comprised	of	equity	and	fixed	income	mutual	funds. The	Company's	other	investments	are	largely	comprised	of	a	hedge	fund	of	funds	and	a	structured	credit	fund.	The	equity	funds	are	diversified	in	terms	of domestic	and	international	equity	securities,	as	well	as	small,	middle	and	large	capitalization	stocks.	The	Company's	target	allocation	percentage	is	as follows:	equity	securities	(45%);	fixed-income	securities	(35%)	and	other	securities	(20%).	Equity	funds	are	held	for	their	expected	return	over	inflation. Fixed-income	funds	are	held	for	diversification	relative	to	equities	and	as	a	partial	hedge	of	interest	rate	risk	with	respect	to	plan	liabilities.	The	other investments	are	held	to	further	diversify	assets	within	the	plans	and	are	designed	to	provide	a	mix	of	equity	and	bond	like	return	with	a	bond	like	risk profile.	The	plans	may	also	hold	cash	to	meet	liquidity	requirements.	Actual	performance	may	not	be	consistent	with	the	respective	investment	strategies. Investment	risks	and	returns	are	measured	and	monitored	on	an	ongoing	basis	through	annual	liability	measurements	and	investment	portfolio	reviews	to determine	whether	the	asset	allocation	targets	continue	to	represent	an	appropriate	balance	of	expected	risk	and	reward.

The	following	table	provides	the	fair	values	of	the	Company's	pension	plan	assets	at	 December	31,	2015	by	asset	category:

|  |  | Fair	Value	Measurements | Fair	Value	Measurements |  |
| :--- | :--- | :--- | :--- | :--- |
| Asset\tCategory\t(a) | Total | Quoted\tPrices\tin\nActive\tMarkets\tfor\nIdentical\tAssets\n(Level\t1) | Significant\nObservable\nInputs\n(Level\t2) | Significant\nUnobservable\nInputs\n(Level\t3) |
|  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Cash | $664 | $664 |  |  |
| Money\tmarket\tfunds | 184 | 184 |  |  |
| Equity\tsecurities: |  |  |  |  |
| Managed\tvolatility\t(b) | 80,052 | 80,052 |  |  |
| United\tStates\tsmall/mid-cap\tequity\t(c) | 18,549 | 18,549 |  |  |
| World\tEquity\t(excluding\tUnited\tStates)\t(d) | 29,632 | 29,632 |  |  |
| Common\tEquity\tSecurities\t–\tTeleflex\tIncorporated | 15,366 | 15,366 |  |  |
| Diversified\tUnited\tKingdom\tEquity | 845 | 845 |  |  |
| Diversified\tGlobal | 2,948 | 2,948 |  |  |
| Emerging\tMarkets | 1,055 | 1,055 |  |  |
| Fixed\tincome\tsecurities: |  |  |  |  |
| Long\tduration\tbond\tfund\t(e) | 80,855 | 80,855 |  |  |
| UK\tcorporate\tbond\tfund | 2,467 | 2,467 |  |  |
| UK\tGovernment\tbond\tfund | 4,838 | 4,838 |  |  |
| High\tyield\tbond\tfund\t(f) | 10,702 | 10,702 |  |  |
| Emerging\tmarkets\tdebt\tfund\t(g) | 10,060 | $10,060 | $10,060 |  |
| Corporate,\tgovernment\tand\tforeign\tbonds | 75 | 75 | 75 |  |
| Asset\tbacked\t–\thome\tloans | 655 | 655 | 655 |  |
| Other\ttypes\tof\tinvestments: |  |  |  |  |
| Structured\tcredit\t(h) | 29,591 |  |  | $29,591 |
| Hedge\tfund\tof\tfunds\t(i) | 22,599 |  |  | 22,599 |
| UK\tProperty\tFund\t(j) | 1,654 | 1,654 | 1,654 |  |
| Multi\tasset\tfund\t\t(k) | 3,155 | 3,155 |  |  |
| Other | 5 |  |  | 5 |
| Total | $315,951 | $251,312 | $12,444 | $52,195 |

|  |  | Fair	Value	Measurements | Fair	Value	Measurements |  |
| :--- | :--- | :--- | :--- | :--- |
| Asset\tCategory\t(a) | Total | Quoted\tPrices\tin\nActive\tMarkets\tfor\nIdentical\tAssets\n(Level\t1) | Significant\nObservable\nInputs\n(Level\t2) | Significant\nUnobservable\nInputs\n(Level\t3) |
|  |  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |  |
| Cash | $659 | $659 |  |  |
| Money\tmarket\tfunds | 31 | 31 |  |  |
| Equity\tsecurities: |  |  |  |  |
| Managed\tvolatility\t(b) | 83,068 | 83,068 |  |  |
| United\tStates\tsmall/mid-cap\tequity\t(c) | 20,312 | 20,312 |  |  |
| World\tEquity\t(excluding\tUnited\tStates)\t(d) | 26,064 | 26,064 |  |  |
| Common\tEquity\tSecurities\t–\tTeleflex\tIncorporated | 13,422 | 13,422 |  |  |
| Diversified\tUnited\tKingdom\tEquity | 875 | 875 |  |  |
| Diversified\tGlobal | 2,884 | 2,884 |  |  |
| Emerging\tMarkets | 1,266 | 1,266 |  |  |
| Fixed\tincome\tsecurities: |  |  |  |  |
| Long\tduration\tbond\tfund\t(e) | 92,553 | 92,553 |  |  |
| UK\tcorporate\tbond\tfund | 2,719 | 2,719 |  |  |
| UK\tGovernment\tbond\tfund | 5,078 | 5,078 |  |  |
| High\tyield\tbond\tfund\t(f) | 11,618 | 11,618 |  |  |
| Emerging\tmarkets\tdebt\tfund\t(g) | 8,531 | $8,531 | $8,531 |  |
| Corporate,\tgovernment\tand\tforeign\tbonds | 81 | 81 | 81 |  |
| Asset\tbacked\t–\thome\tloans | 782 | 782 | 782 |  |
| Other\ttypes\tof\tinvestments: |  |  |  |  |
| Structured\tcredit\t(h) | 31,176 |  |  | $31,176 |
| Hedge\tfund\tof\tfunds\t(i) | 23,171 |  |  | 23,171 |
| UK\tProperty\tFund\t(j) | 1,549 | 1,549 | 1,549 |  |
| Multi\tasset\tfund\t\t(k) | 2,986 | 2,986 |  |  |
| Other | 5 |  |  | 5 |
| Total | $328,830 | $263,535 | $10,943 | $54,352 |

(a) Information	on	asset	categories	described	in	notes	(b)-(k)	is	derived	from	prospectuses	and	other	material	provided	by	the	respective	funds comprising	the	respective	asset	categories.

(b) This	category	comprises	mutual	funds	that	invest	in	securities	of	United	States	and	non-United	States	companies	of	all	capitalization	ranges	that exhibit	relatively	low	volatility.

(c) This	category	comprises	a	mutual	fund	that	invests	at	least	 80%	of	its	net	assets	in	equity	securities	of	small	and	mid-sized	companies.	The	fund invests	in	common	stocks	or	exchange	traded	funds	holding	common	stock	of	United	States	companies	with	market	capitalizations	in	the	range	of companies	in	the	Russell	2500	Index.

(d) This	category	comprises	a	mutual	fund	that	invests	at	least	 80%	of	its	net	assets	in	equity	securities	of	foreign	companies.	These	securities	may include	common	stocks,	preferred	stocks,	warrants,	exchange	traded	funds	based	on	an	international	equity	index,	derivative	instruments	whose value	is	based	on	an	international	equity	index	and	derivative	instruments	whose	value	is	based	on	an	underlying	equity	security	or	a	basket	of equity	securities.	The	fund	invests	in	securities	of	foreign	issuers	located	in	developed	and	emerging	market	countries.	However,	the	fund	will	not invest	more	than35%	of	its	assets	in	the	common	stocks	or	other	equity	securities	of	issuers	located	in	emerging	market	countries.

(e) This	 category	 comprises	 a	 mutual	 fund	 that	 invests	 in	 instruments	 or	 derivatives	 having	 economic	 characteristics	 similar	 to	 fixed	 income securities.	 The	 fund	 invests	 in	 investment	 grade	 fixed	 income	 instruments,	 including	 securities	 issued	 or	 guaranteed	 by	 the	 United	 States Government	 and	 its	 agencies	 and	 instrumentalities,	 corporate	 bonds,	 asset-backed	 securities,	 exchange	 traded	 funds,	 mortgage-backed securities	and	collateralized	mortgage-backed	securities.	The	fund	invests	primarily	in	long	duration	government	and	corporate	fixed	income securities,	and	uses	derivative	instruments,	including	interest	rate	swap	agreements	and	Treasury	futures	contracts,	for	the	purpose	of	managing the	overall	duration	and	yield	curve	exposure	of	the	Fund's	portfolio	of	fixed	income	securities.

(f) This	category	comprises	a	mutual	fund	that	invests	at	least	 80%	of	its	net	assets	in	higher-yielding	fixed	income	securities,	including	corporate bonds	and	debentures,	convertible	and	preferred	securities	and	zero	coupon	obligations.

(g) This	category	comprises	a	mutual	fund	that	invests	at	least	 80%	of	its	net	assets	in	fixed	income	securities	of	emerging	market	issuers,	primarily in	United	States	dollar-denominated	debt	of	foreign	governments,	government-related	and	corporate	issuers	in	emerging	market	countries	and entities	organized	to	restructure	the	debt	of	those	issuers.

(h) This	category	comprises	a	fund	that	invests	primarily	in	collateralized	debt	obligations	("CDOs")	and	other	structured	credit	vehicles.	The	fund investments	 may	 include	 fixed	 income	 securities,	 loan	 participants,	 credit-linked	 notes,	 medium-term	 notes,	 pooled	 investment	 vehicles	 and derivative	instruments.

(i) This	category	comprises	a	hedge	fund	that	invests	in	various	other	hedge	funds.	As	of	 December	31,	2015	and	2014:

•approximately	41%	and	33%,	respectively,	of	the	assets	of	the	hedge	fund	were	invested	in	equity	hedge	based	funds,	including	equity long/short	and	equity	market	neutral	strategies;

•approximately	12%	and	10%,	respectively,	of	the	assets	were	held	in	tactical/directional	based	funds,	including	global	macro,	long/short equity,	commodity	and	systematic	quantitative	strategies;

•approximately	19%	and	24%,	respectively,	of	the	assets	were	held	in	relative	value	based	funds,	including	convertible	and	fixed	income arbitrage,	credit	long/short	and	volatility	arbitrage	strategies;	and

•approximately	28%	and	33%,	respectively,	of	the	assets	were	held	in	funds	with	an	event	driven	strategy.

(j) This	category	comprises	a	fund	that	invests	primarily	in	UK	freehold	and	leasehold	property.	The	fund	does	not	invest	in	higher	risk	activities	such as	developments.	The	fund	may	invest	in	indirect	vehicles	and	property	derivatives.

(k) This	category	comprises	a	mutual	fund	that	invests	primarily	in	equities	and	bonds.

The	following	table	provides	a	reconciliation	of	changes	in	pension	assets	measured	at	fair	value	on	a	recurring	basis,	using	Level	3	inputs,	from December	31,	2013	through	December	31,	2015:

|  | (Dollars	in	thousands) |
| :--- | :--- |
| Balance\tat\tDecember\t31,\t2013 | $51,654 |
| Unrealized\tgain\ton\tassets | 2,698 |
| Balance\tat\tDecember\t31,\t2014 | 54,352 |
| Unrealized\tgain\ton\tassets | (2,157) |
| Balance\tat\tDecember\t31,\t2015 | $52,195 |

The	Company's	contributions	to	United	States	and	foreign	pension	plans	during 2016	are	required	to	be	approximately	 $2.4	million.	Contributions	to postretirement	healthcare	plans	during	2016	are	expected	to	be	approximately	 $3.3	million.

The	following	table	provides	information	about	the	Company's	expected	benefit	payments	under	its	U.S.	and	foreign	plans	for	each	of	the	five succeeding	years	and	the	aggregate	of	the	five	years	thereafter,	net	of	the	annual	average	Medicare	Part	D	subsidy	of	approximately	$0.2	million:

|  | Pension | Other	Benefits |
| :--- | :--- | :--- |
|  | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |
| 2016 | $18,580 | $3,307 |
| 2017 | 19,394 | 3,349 |
| 2018 | 20,139 | 3,323 |
| 2019 | 20,957 | 3,387 |
| 2020 | 21,602 | 3,456 |
| Years\t2021\t—\t2025 | 119,017 | 17,882 |

The	Company	maintains	a	number	of	defined	contribution	savings	plans	covering	eligible	United	States	and	non-United	States	employees.	The Company	partially	matches	employee	contributions.	Costs	related	to	these	plans	were	$12.6	million,	$11.5	million	and	$12.1	million	for	2015,	2014	and 2013,	respectively.

# Note	15	—	Commitments	and	contingent	liabilities

Operating	leases:	The	Company	uses	various	 leased	 facilities	and	equipment	 in	 its	operations.	The	 lease	 terms	 for	 these	 leased	assets	 vary depending	 on	 the	 terms	 of	 the	 applicable	 lease	 agreement.	At	December	31,	2015,	 the	Company	had	no	residual	value	guarantees	related	 to	 its operating	leases.

Future	minimum	lease	payments	as	of	 December	31,	2015	under	noncancelable	operating	leases	are	as	follows:

|  | Future	Lease	Payments |
| :--- | :--- |
|  | (Dollars\tin\tthousands) |
| 2016 | $30,191 |
| 2017 | 26,299 |
| 2018 | 19,087 |
| 2019 | 15,746 |
| 2020 | 15,274 |
| 2021\tand\tthereafter | 13,510 |

Environmental:		The	Company	is	subject	to	contingencies	as	a	result	of	environmental	laws	and	regulations	that	in	the	future	may	require	the Company	to	take	further	action	to	correct	the	effects	on	the	environment	of	prior	disposal	practices	or	releases	of	chemical	or	petroleum	substances	by the	Company	or	other	parties.	Much	of	this	liability	results	from	the	U.S.	Comprehensive	Environmental	Response,	Compensation	and	Liability	Act,	often referred	to	as	Superfund,	the	U.	S.	Resource	Conservation	and	Recovery	Act	and	similar	state	laws.	These	laws	require	the	Company	to	undertake certain	investigative	and	remedial	activities	at	sites	where	the	Company	conducts	or	once	conducted	operations	or	at	sites	where	Company-generated waste	was	disposed.

Remediation	activities	vary	substantially	in	duration	and	cost	from	site	to	site.	These	activities,	and	their	associated	costs,	depend	on	the	mix	of unique	site	characteristics,	evolving	remediation	technologies,	the	regulatory	agencies	involved	and	their	enforcement	policies,	as	well	as	the	presence	or absence	of	other	potentially	responsible	parties.	At	December	31,	2015	and	2014,	the	Company	has	recorded	$1.2	million	and	$1.3	million,	respectively, in	accrued	liabilities	and	$6.1	million	and	$6.5	million,	respectively,	in	other	liabilities	relating	to	these	matters,	in	each	case	discounted.	Considerable uncertainty	exists	with	respect	to	these	liabilities	and,	if	adverse	changes	in	circumstances	occur,	potential	liability	may	exceed	the	amount	accrued	as	of December	31,	2015.	The	time	frame	over	which	the	accrued	amounts	may	be	paid	out,	based	on	past	history,	is	estimated	to	be	 15-20	years.

Litigation:		The	Company	is	a	party	to	various	lawsuits	and	claims	arising	in	the	normal	course	of	business.	These	lawsuits	and	claims	include	actions involving	product	liability,	intellectual	property,	employment,	environmental	and	other	matters.	As	of	December	31,	2015	 and	2014,	the	Company	has recorded	accrued	liabilities	of	approximately

$2.5	million	and	$6.0	million,	respectively,	in	connection	with	such	contingencies,	representing	its	best	estimate	of	the	cost	within	the	range	of	estimated possible	losses	that	will	be	incurred	to	resolve	these	matters.	Of	the	amounts	accrued	as	of	December	31,	2015	and	2014,	$1.5	million	and	$2.4	million, respectively,	pertain	to	discontinued	operations.

In	2006,	the	Company	was	named	as	a	defendant	in	a	wrongful	death	product	liability	lawsuit	filed	in	the	Louisiana	State	District	Court	for	the	Parish of	Calcasieu,	involving	a	product	manufactured	by	the	Company's	former	marine	business.	In	September	2014,	the	case	was	tried	before	a	jury,	which returned	a	verdict	in	favor	of	the	Company.	The	plaintiff	subsequently	filed	a	motion	for	a	new	trial,	which	was	granted,	and	the	case	was	re-tried	before	a jury	in	December	2014.	On	December	5,	2014,	the	jury	returned	a	verdict	in	favor	of	the	plaintiff,	awarding	$0.1	million	in	compensatory	damages	and $23.0	million in	punitive	damages,	plus	pre-	and	post-judgment	 interest	on	 the	compensatory	damages	and	post-judgment	 interest	on	 the	punitive damages.	The	Company's	post-trial	motions	seeking	to	overturn	the	verdict	or	reduce	the	amount	of	damages	were	denied	in	June	2015.	The	Company has	appealed	to	the	Louisiana	Court	of	Appeal.	The	plaintiff	has	filed	a	cross-appeal,	seeking	to	overturn	the	trial	court's	denial	of	pre-judgment	interest on	the	punitive	damages	award.	As	of	December	31,	2015,	the	Company	has	accrued	a	liability	representing	its	best	estimate	of	any	probable	loss associated	with	this	matter,	which	is	included	in	the	Company's	accrued	liabilities	for	litigation	matters	relating	to	discontinued	operations	discussed	in	the preceding	paragraph.	The	Company	believes	that	any	liability	arising	from	this	matter	in	excess	of	$10.0	million	will	be	covered	by	the	Company's	product liability	insurance.

Based	on	information	currently	available,	advice	of	counsel,	established	reserves	and	other	resources,	the	Company	does	not	believe	that	the outcome	of	any	outstanding	litigation	and	claims	is	likely	to	be,	individually	or	in	the	aggregate,	material	to	its	business,	financial	condition,	results	of operations	or	liquidity.	However,	in	the	event	of	unexpected	further	developments,	it	is	possible	that	the	ultimate	resolution	of	these	matters,	or	other similar	matters,	if	unfavorable,	may	be	materially	adverse	to	the	Company's	business,	financial	condition,	results	of	operations	or	liquidity.	Legal	costs such	as	outside	counsel	fees	and	expenses	are	charged	to	selling,	general	and	administrative	expenses	in	the	period	incurred.

Tax	 audits	 and	 examinations: 	 The	 Company	 and	 its	 subsidiaries	 are	 routinely	 subject	 to	 tax	 examinations	 by	 various	 tax	 authorities.	 As	 of December	31,	2015,	the	most	significant	tax	examinations	in	process	are	in	Austria,	Canada,	Germany	and	the	United	States.	The	Company	may establish	reserves	with	respect	to	uncertain	tax	positions,	after	which	it	adjusts	the	reserves	to	address	developments	with	respect	to	its	uncertain	tax positions,	including	developments	in	these	examinations.	Accordingly,	developments	in	tax	audits	and	examinations,	including	resolution	of	uncertain	tax positions,	could	result	in	increases	or	decreases	to	the	Company's	recorded	tax	liabilities,	which	could	impact	the	Company's	financial	results.

Other:	The	Company	has	various	purchase	commitments	for	materials,	supplies	and	items	of	permanent	investment	incident	to	the	ordinary	conduct of	business.	On	average,	such	commitments	are	not	at	prices	in	excess	of	current	market	prices.

# Note	16	—	Business	segments	and	other	information

An	 operating	 segment	 is	 a	 component	 of	 the	 Company	 (a)	 that	 engages	 in	 business	 activities	 from	 which	 it	 may	 earn	 revenues	 and	 incur expenses,	(b)	whose	operating	results	are	regularly	reviewed	by	the	Company's	chief	operating	decision	maker	to	make	decisions	about	resources	to	be allocated	to	the	segment	and	to	assess	its	performance,	and	(c)	for	which	discrete	financial	information	is	available.	The	Company	does	not	evaluate	its operating	segments	using	discrete	asset	information.

Effective	April	1,	2015,	the	Company	reorganized	certain	of	its	businesses	to	better	leverage	the	Company's	resources.	As	a	result,	the	Company realigned	its	operating	segments.	Specifically,	the	Company's	Anesthesia/Respiratory	North	America	operating	segment	was	divided	into	two	operating segments,	Anesthesia	North	America	and	Respiratory	North	America.	Additionally,	the	businesses	comprising	the	Company's	former	Specialty	operating segment	(which	was	not	a	reportable	segment	and,	 therefore,	was	 included	 in	 the	"All	other"	category	 in	 the	Company's	presentation	of	segment information)	were	transferred	to	the	Anesthesia	North	America,	Vascular	North	America	and	Respiratory	North	America	operating	segments.

As	a	result	of	the	operating	segment	changes	described	above,	the	Company	has	the	following	 six	reportable	operating	segments:	Vascular	North America,	Anesthesia	North	America,	Surgical	North	America,	EMEA,	Asia	and	OEM.	In	connection	with	the	presentation	of	segment	information,	the Company	will	continue	to	present	certain	operating	segments,	which,	effective	April	1,	2015,	include,	among	others,	the	Respiratory	North	America operating	segment,

in	the	"All	other"	category	because	they	are	not	material.	All	prior	comparative	periods	presented	in	this	report	have	been	restated	to	reflect	these changes.

The	 Company's	 reportable	 segments,	 other	 than	 the	 Original	 Equipment	 Manufacturer	 and	 Development	 Services	 ("OEM")	 segment,	 design, manufacture	and	distribute	medical	devices	primarily	used	in	critical	care,	surgical	applications	and	cardiac	care	and	generally	serve	two	end	markets: hospitals	and	healthcare	providers,	and	home	health.	The	products	of	these	segments	are	most	widely	used	in	the	acute	care	setting	for	a	range	of diagnostic	and	therapeutic	procedures	and	in	general	and	specialty	surgical	applications.	The	Company's	OEM	segment	designs,	manufactures	and supplies	devices	and	instruments	for	other	medical	device	manufacturers.

The	following	tables	present	the	Company's	segment	results	for	the	years	ended	 December	31,	2015,	2014	and	2013:

| Vascular	North	America | $334,938 | $311,163 | $272,270 |
| :--- | :--- | :--- | :--- |
| Anesthesia\tNorth\tAmerica | 189,297 | 183,909 | 155,844 |
| Surgical\tNorth\tAmerica | 161,230 | 150,121 | 146,058 |
| EMEA | 514,443 | 593,065 | 557,427 |
| Asia | 241,726 | 237,696 | 207,207 |
| OEM | 149,399 | 143,966 | 131,173 |
| All\tother | 218,657 | 219,912 | 226,292 |
| Consolidated\tnet\trevenues | $1,809,690 | $1,839,832 | $1,696,271 |

| Vascular	North	America | $73,284 | $53,807 | $28,809 |
| :--- | :--- | :--- | :--- |
| Anesthesia\tNorth\tAmerica | 48,311 | 34,566 | 19,525 |
| Surgical\tNorth\tAmerica | 52,529 | 49,592 | 50,334 |
| EMEA | 92,326 | 114,650 | 87,902 |
| Asia | 67,887 | 62,152 | 63,822 |
| OEM | 33,162 | 30,635 | 27,328 |
| All\tother | 20,356 | 19,762 | 24,565 |
| Total\tsegment\toperating\tprofit\t (1) | 387,855 | 365,164 | 302,285 |
| Unallocated\texpenses\t (2) | (71,964) | (80,302) | (69,024) |
| Income\tfrom\tcontinuing\toperations\tbefore\tinterest,\tloss\ton\textinguishment\tof\tdebt\nand\ttaxes | $315,891 | $284,862 | $233,261 |

(1) Segment	operating	profit	 includes	segment	net	revenues	 from	external	customers	reduced	by	 its	standard	cost	of	goods	sold,	adjusted	 for	 fixed	manufacturing	cost absorption	variances,	selling,	general	and	administrative	expenses,	research	and	development	expenses	and	an	allocation	of	corporate	expenses.	Corporate	expenses	are allocated	among	the	segments	in	proportion	to	the	respective	amounts	of	one	of	several	items	(such	as	sales,	numbers	of	employees,	and	amount	of	time	spent),	depending on	the	category	of	expense	involved.

(2) Unallocated	expenses	primarily	include	manufacturing	variances,	with	the	exception	of	fixed	manufacturing	cost	absorption	variances,	restructuring	charges	and	gain	on	sale of	assets.

| Vascular	North	America | $37,159 | $35,701 | $32,644 |
| :--- | :--- | :--- | :--- |
| Anesthesia\tNorth\tAmerica | 7,089 | 11,815 | 10,339 |
| Surgical\tNorth\tAmerica | 12,289 | 6,316 | 10,549 |
| EMEA | 32,178 | 38,062 | 29,947 |
| Asia | 11,382 | 8,515 | 4,960 |
| OEM | 6,834 | 6,175 | 4,876 |
| All\tother | 18,403 | 20,446 | 14,620 |
| Consolidated\tdepreciation\tand\tamortization | $125,334 | $127,030 | $107,935 |

# Geographic	data

The	following	tables	provide	total	net	revenues	and	total	net	property,	plant	and	equipment	by	geographic	region	for	the	years	ended December	31, 2015,	2014	and	2013:

| United	States | $967,819 | $916,619 | $844,884 |
| :--- | :--- | :--- | :--- |
| Other\tAmericas | 56,500 | 60,736 | 57,098 |
| Europe | 570,672 | 664,982 | 568,559 |
| All\tother | 214,699 | 197,495 | 225,730 |
|  | $1,809,690 | $1,839,832 | $1,696,271 |
| Net\tproperty,\tplant\tand\tequipment: |  |  |  |
| United\tStates | $178,895 | $174,893 | $203,985 |
| Malaysia | 33,777 | 36,427 | 29,313 |
| Ireland | 33,219 | 29,746 | 15,927 |
| Czech\tRepublic | 32,305 | 35,655 | 41,607 |
| All\tother | 37,927 | 40,714 | 35,068 |
|  | $316,123 | $317,435 | $325,900 |

# Note	17	—	Condensed	consolidating	guarantor	financial	information

In	April	 2015,	 pursuant	 to	 an	 exchange	 offer	 registered	 under	 the	 Securities	Act	 of	 1933,	Teleflex	 Incorporated	 (referred	 to	 below	 as	 "Parent Company")	 exchanged	$250	million	of	 its	5.25%	Senior	Notes	due	2024	for	a	like	principal	amount	of	substantially	identical	notes	that	it	issued	in	a private	placement	in	May	2014.	The	notes	are	guaranteed,	jointly	and	severally,	by	certain	of	the	Parent	Company's	subsidiaries	(each,	a	"Guarantor Subsidiary"	and	collectively,	the	"Guarantor	Subsidiaries").	The	guarantees	are	full	and	unconditional,	subject	to	certain	customary	release	provisions. Each	Guarantor	Subsidiary	is	directly	or	indirectly	100%	owned	by	the	Parent	Company.	The	Company's	condensed	consolidating	statements	of	income and	 comprehensive	 income	 and	 condensed	 consolidating	 statements	 of	 cash	 flows	 for	 the	 years	 ended	 December	 31,	 2015,	 2014	 and	 2013	 and condensed	consolidating	balance	sheets	as	of	December	31,	2015	and	2014	provide	consolidated	information	for:

# a. Parent	Company,	the	issuer	of	the	guaranteed	obligations;

b. Guarantor	Subsidiaries,	on	a	combined	basis;

c. Non-Guarantor	Subsidiaries,	on	a	combined	basis;	and

d. Parent	Company	and	its	subsidiaries	on	a	consolidated	basis.

The	same	accounting	policies	as	described	 in	Note	1	are	used	by	 the	Parent	Company	and	each	of	 its	subsidiaries	 in	connection	with	 the condensed	consolidating	financial	information,	except	for	the	use	by	the	Parent	Company	and	Guarantor	Subsidiaries	of	the	equity	method	of	accounting to	reflect	ownership	interests	in	subsidiaries	which	are	eliminated	upon	consolidation.

Consolidating	 entries	 and	 eliminations	 in	 the	 following	 condensed	 consolidated	 financial	 statements	 represent	 adjustments	 to	 (a)	 eliminate intercompany	transactions	between	or	among	the	Parent	Company,	the	Guarantor	Subsidiaries	and	the	Non-Guarantor	Subsidiaries,	(b)	eliminate	the investments	in	subsidiaries	and	(c)	record	consolidating	entries.

The	condensed	consolidating	statement	of	cash	flows	for	the	Non-Guarantor	Subsidiaries	and	eliminations	for	the	years	ended	December	31,	2014 and	 2013	 have	 been	 revised	 to	 properly	 reflect	 the	 intercompany	 dividends	 paid	 and	 intercompany	 dividends	 received	 between	 Non-Guarantor Subsidiaries.	Previously,	intercompany	dividends	paid	and	received	among	Non-Guarantor	Subsidiaries	were	presented	on	a	gross	basis	resulting	in	the overstatement	or	understatement	of	cash	flows	from	operations,	investing	and	financing	activities.	To	correct	this	error,	the	condensed	consolidating statement	of	cash	 flows	 for	 the	year	ended	December	31,	2014	has	been	revised	as	 follows:	 In	 the	Non-Guarantor	Subsidiaries	column,	net	cash provided	by	(used	in)	operating	activities	from	continuing	operations	has	been	changed	from	$123,545	 to	$52,634,	intercompany	dividends	received (within	cash	flows	from	investing	activities	of	continuing	operations)	has	been	changed	from	$229,782	to	$0	(and	the	intercompany	dividends	received line	item	was	removed)	and	intercompany	dividends	paid	(within	cash	flows	from	financing	activities	of	continuing	operations)	changed	from	$(305,122)	to $(4,429).	In	the	eliminations	column,	net	cash	provided	by	(used	in)	operating	activities	from	continuing	operations	changed	from	$(75,340)	to	$(4,429), intercompany	dividends	received,	which	is	included	in	cash	flows	from	investing	activities	of	continuing	operations,	changed	from	$(229,782)	to	$0	(and the	intercompany	dividends	received	line	item	was	removed)	and	intercompany	dividends	paid,	which	is	included	in	cash	flows	from	financing	activities	of continuing	operations,	changed	from	$305,122	to	$4,429.

The	condensed	consolidating	statement	of	cash	flows	for	the	year	ended	December	31,	2013	has	been	revised	as	follows:	In	the	Non-Guarantor Subsidiaries	column,	net	cash	provided	by	(used	in)	operating	activities	from	continuing	operations	has	been	changed	from	$304,278	to	$240,640	and intercompany	 dividends	 paid	 (within	 cash	 flows	 from	 financing	 activities	 of	 continuing	 operations)	 changed	 from	$(130,502)	 to	$(66,866).	 In	 the eliminations	 column,	 net	 cash	 provided	 by	 (used	 in)	 operating	 activities	 from	 continuing	 operations	 changed	 from	$(147,902)	 to	$(66,866)	 and intercompany	dividends	paid,	which	is	included	in	cash	flows	from	financing	activities	of	continuing	operations	changed	from	$147,902	to	$66,866.

The	Company	also	made	revisions	to	the	classification	of	certain	balances	related	to	intercompany	transactions	in	the	condensed	consolidating statements	 of	 income	 and	 comprehensive	 income	 for	 the	 year	 ended	 December	 31,	 2014	 and	 the	 condensed	 consolidating	 balance	 sheet	 at December	31,	2014	as	well	as	the	condensed	consolidating	statement	of	cash	flows	for	the	year	ended	December	31,	2014.

These	revisions,	individually	and	in	the	aggregate,	had	no	impact	on	the	consolidated	results	of	the	Company	and	are	not	material	to	the condensed	consolidating	guarantor	financial	information	for	any	of	the	periods	subject	to	previously	filed	condensed	consolidating	guarantor	financial information.

The	Company	will	revise	its	condensed	consolidated	guarantor	financial	information	for	the	interim	period	ended	March	29,	2015	in	its	quarterly report	on	Form	10-Q	to	be	filed	for	the	fiscal	quarter	ending	March	27,	2016.

# TELEFLEX	INCORPORATED	AND	SUBSIDIARIES

# CONDENSED	CONSOLIDATING	STATEMENTS	OF	INCOME	AND	COMPREHENSIVE	INCOME

|  |  |  | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nCompany | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Condensed\nConsolidated |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\trevenues | $— | $1,079,180 | $1,107,565 | $(377,055) | $1,809,690 |
| Cost\tof\tgoods\tsold | — | 646,427 | 593,855 | (374,995) | 865,287 |
| Gross\tprofit | — | 432,753 | 513,710 | (2,060) | 944,403 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 42,435 | 336,049 | 191,029 | (531) | 568,982 |
| Research\tand\tdevelopment\texpenses | — | 30,359 | 21,760 | — | 52,119 |
| Restructuring\tcharges | — | 6,731 | 1,088 | — | 7,819 |
| Gain\ton\tsale\tof\tassets | — | — | (408) | — | (408) |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tinterest,\tloss\ton\nextinguishment\tof\tdebt\tand\ttaxes | (42,435) | 59,614 | 300,241 | (1,529) | 315,891 |
| Interest,\tnet | 132,711 | (76,873) | 4,953 | — | 60,791 |
| Loss\ton\textinguishment\tof\tdebt | 10,454 | — | — | — | 10,454 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\ttaxes | (185,600) | 136,487 | 295,288 | (1,529) | 244,646 |
| (Benefit)\ttaxes\ton\t(loss)\tincome\tfrom\tcontinuing\toperations | (66,264) | 27,260 | 46,804 | 38 | 7,838 |
| Equity\tin\tnet\tincome\tof\tconsolidated\tsubsidiaries | 355,138 | 235,810 | 1,086 | (592,034) | — |
| Income\tfrom\tcontinuing\toperations | 235,802 | 345,037 | 249,570 | (593,601) | 236,808 |
| Operating\t(loss)\tincome\tfrom\tdiscontinued\toperations | (1,734) | — | 4 | — | (1,730) |
| (Benefit)\ttaxes\ton\t(loss)\tincome\tfrom\tdiscontinued\toperations | (10,795) | — | 160 | — | (10,635) |
| Income\t(loss)\tfrom\tdiscontinued\toperations | 9,061 | — | (156) | — | 8,905 |
| Net\tincome | 244,863 | 345,037 | 249,414 | (593,601) | 245,713 |
| Less:\tIncome\tfrom\tcontinuing\toperations\tattributable\tto\nnoncontrolling\tinterest | — | — | 850 | — | 850 |
| Net\tincome\tattributable\tto\tcommon\tshareholders | 244,863 | 345,037 | 248,564 | (593,601) | 244,863 |
| Other\tcomprehensive\tloss\tattributable\tto\tcommon\tshareholders | (110,229) | (110,604) | (120,439) | 231,043 | (110,229) |
| Comprehensive\tincome\tattributable\tto\tcommon\tshareholders | $134,634 | $234,433 | $128,125 | $(362,558) | $134,634 |

|  |  |  | Year	Ended	December	31,	2014 | Year	Ended	December	31,	2014 |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nCompany | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Condensed\nConsolidated |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\trevenues | $— | $1,078,851 | $1,132,152 | $(371,171) | $1,839,832 |
| Cost\tof\tgoods\tsold | — | 652,742 | 608,256 | (363,594) | 897,404 |
| Gross\tprofit | — | 426,109 | 523,896 | (7,577) | 942,428 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 42,829 | 326,282 | 209,930 | (384) | 578,657 |
| Research\tand\tdevelopment\texpenses | — | 40,546 | 20,494 | — | 61,040 |
| Restructuring\tcharges | — | 10,189 | 7,680 | — | 17,869 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tinterest\tand\ttaxes | (42,829) | 49,092 | 285,792 | (7,193) | 284,862 |
| Interest,\tnet | 144,869 | (85,886) | 5,769 | — | 64,752 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\ttaxes | (187,698) | 134,978 | 280,023 | (7,193) | 220,110 |
| (Benefit)\ttaxes\ton\t(loss)\tincome\tfrom\tcontinuing\toperations | (68,307) | 68,690 | 28,159 | 108 | 28,650 |
| Equity\tin\tnet\tincome\tof\tconsolidated\tsubsidiaries | 308,396 | 233,827 | 252 | (542,475) | — |
| Income\tfrom\tcontinuing\toperations | 189,005 | 300,115 | 252,116 | (549,776) | 191,460 |
| Operating\tloss\tfrom\tdiscontinued\toperations | (2,196) | — | (1,211) | — | (3,407) |
| (Benefit)\ttaxes\ton\tloss\tfrom\tdiscontinued\toperations | (870) | — | 172 | — | (698) |
| Loss\tfrom\tdiscontinued\toperations | (1,326) | — | (1,383) | — | (2,709) |
| Net\tincome | 187,679 | 300,115 | 250,733 | (549,776) | 188,751 |
| Less:\tIncome\tfrom\tcontinuing\toperations\tattributable\tto\nnoncontrolling\tinterests | — | — | 1,072 | — | 1,072 |
| Net\tincome\tattributable\tto\tcommon\tshareholders | 187,679 | 300,115 | 249,661 | (549,776) | 187,679 |
| Other\tcomprehensive\tloss\tattributable\tto\tcommon\tshareholders | (150,040) | (105,872) | (126,317) | 232,189 | (150,040) |
| Comprehensive\tincome\tattributable\tto\tcommon\tshareholders | $37,639 | $194,243 | $123,344 | $(317,587) | $37,639 |

|  |  | Year	Ended	December	31,	2013 | Year	Ended	December	31,	2013 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nCompany | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Condensed\nConsolidated |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\trevenues | $— | $1,001,404 | $963,184 | $(268,317) | $1,696,271 |
| Cost\tof\tgoods\tsold | — | 582,110 | 543,717 | (268,501) | 857,326 |
| Gross\tprofit | — | 419,294 | 419,467 | 184 | 838,945 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 39,176 | 284,960 | 178,358 | (307) | 502,187 |
| Research\tand\tdevelopment\texpenses | — | 55,694 | 9,351 | — | 65,045 |
| Restructuring\tand\tother\timpairment\tcharges | 935 | 15,288 | 22,229 | — | 38,452 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tinterest,\tloss\ton\nextinguishment\tof\tdebt\tand\ttaxes | (40,111) | 63,352 | 209,529 | 491 | 233,261 |
| Interest,\tnet | 134,864 | (85,063) | 6,480 | — | 56,281 |
| Loss\ton\textinguishment\tof\tdebt | 1,250 | — | — | — | 1,250 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\ttaxes | (176,225) | 148,415 | 203,049 | 491 | 175,730 |
| (Benefit)\ttaxes\ton\t(loss)\tincome\tfrom\tcontinuing\toperations | (63,857) | 42,804 | 45,354 | (754) | 23,547 |
| Equity\tin\tnet\tincome\tof\tconsolidated\tsubsidiaries | 263,469 | 141,773 | 288 | (405,530) | — |
| Income\tfrom\tcontinuing\toperations | 151,101 | 247,384 | 157,983 | (404,285) | 152,183 |
| Operating\tloss\tfrom\tdiscontinued\toperations | (1,947) | — | (258) | — | (2,205) |
| (Benefit)\ttaxes\ton\tloss\tfrom\tdiscontinued\toperations | (1,727) | (170) | 127 | — | (1,770) |
| (Loss)\tincome\tfrom\tdiscontinued\toperations | (220) | 170 | (385) | — | (435) |
| Net\tincome | 150,881 | 247,554 | 157,598 | (404,285) | 151,748 |
| Less:\tIncome\tfrom\tcontinuing\toperations\tattributable\tto\nnoncontrolling\tinterests | — | — | 867 | — | 867 |
| Net\tincome\tattributable\tto\tcommon\tshareholders | 150,881 | 247,554 | 156,731 | (404,285) | 150,881 |
| Other\tcomprehensive\tincome\t(loss)\tattributable\tto\tcommon\nshareholders | 21,193 | (5,304) | 5,442 | (138) | 21,193 |
| Comprehensive\tincome\tattributable\tto\tcommon\tshareholders | $172,074 | $242,250 | $162,173 | $(404,423) | $172,074 |

# CONDENSED	CONSOLIDATING	BALANCE	SHEETS

|  | Parent<br>Company | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Eliminations | Condensed<br>Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| ASSETS |  |  |  |  |  |
| Current\tassets |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $21,612 | $— | $316,754 | $— | $338,366 |
| Accounts\treceivable,\tnet | 2,538 | 4,326 | 251,166 | 4,386 | 262,416 |
| Accounts\treceivable\tfrom\tconsolidated\tsubsidiaries | 5,276 | 2,412,079 | 289,697 | (2,707,052) | — |
| Inventories,\tnet | — | 205,163 | 149,705 | (24,593) | 330,275 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | 13,103 | 4,702 | 16,037 | 3,665 | 37,507 |
| Prepaid\ttaxes | 16,686 | — | 14,622 | (413) | 30,895 |
| Assets\theld\tfor\tsale | 2,901 | — | 4,071 | — | 6,972 |
| Total\tcurrent\tassets | 62,116 | 2,626,270 | 1,042,052 | (2,724,007) | 1,006,431 |
| Property,\tplant\tand\tequipment,\tnet | 2,931 | 174,674 | 138,518 | — | 316,123 |
| Goodwill | — | 705,753 | 590,099 | — | 1,295,852 |
| Intangibles\tassets,\tnet | — | 762,084 | 437,891 | — | 1,199,975 |
| Investments\tin\taffiliates | 5,724,226 | 1,360,045 | 23,065 | (7,107,184) | 152 |
| Deferred\ttax\tassets | 91,432 | — | 8,042 | (97,133) | 2,341 |
| Notes\treceivable\tand\tother\tamounts\tdue\tfrom\tconsolidated\nsubsidiaries | 1,358,446 | 1,658,092 | — | (3,016,538) | — |
| Other\tassets | 26,752 | 6,615 | 24,275 | — | 57,642 |
| Total\tassets | $7,265,903 | $7,293,533 | $2,263,942 | $(12,944,862) | $3,878,516 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |
| Current\tliabilities |  |  |  |  |  |
| Current\tborrowings | $376,642 | $— | $43,300 | $— | $419,942 |
| Accounts\tpayable | 1,945 | 27,527 | 36,833 | — | 66,305 |
| Accounts\tpayable\tto\tconsolidated\tsubsidiaries | 2,478,109 | 201,400 | 27,543 | (2,707,052) | — |
| Accrued\texpenses | 15,399 | 22,281 | 26,337 | — | 64,017 |
| Current\tportion\tof\tcontingent\tconsideration | — | 7,291 | — | — | 7,291 |
| Payroll\tand\tbenefit-related\tliabilities | 21,617 | 29,305 | 33,736 | — | 84,658 |
| Accrued\tinterest | 7,455 | — | 25 | — | 7,480 |
| Income\ttaxes\tpayable | — | — | 8,144 | (85) | 8,059 |
| Other\tcurrent\tliabilities | 1,300 | 2,679 | 4,981 | — | 8,960 |
| Total\tcurrent\tliabilities | 2,902,467 | 290,483 | 180,899 | (2,707,137) | 666,712 |
| Long-term\tborrowings | 646,000 | — | — | — | 646,000 |
| Deferred\ttax\tliabilities | — | 376,738 | 36,378 | (97,133) | 315,983 |
| Pension\tand\tother\tpostretirement\tbenefit\tliabilities | 100,355 | 32,274 | 16,812 | — | 149,441 |
| Noncurrent\tliability\tfor\tuncertain\ttax\tpositions | 1,151 | 17,722 | 21,527 | — | 40,400 |
| Notes\tpayable\tand\tother\tamounts\tdue\tto\tconsolidated\tsubsidiaries | 1,585,727 | 1,253,189 | 177,622 | (3,016,538) | — |
| Other\tliabilities | 20,931 | 15,685 | 12,271 | — | 48,887 |
| Total\tliabilities | 5,256,631 | 1,986,091 | 445,509 | (5,820,808) | 1,867,423 |
| Total\tcommon\tshareholders'\tequity | 2,009,272 | 5,307,442 | 1,816,612 | (7,124,054) | 2,009,272 |
| Noncontrolling\tinterest | — | — | 1,821 | — | 1,821 |
| Total\tequity | 2,009,272 | 5,307,442 | 1,818,433 | (7,124,054) | 2,011,093 |
| Total\tliabilities\tand\tequity | $7,265,903 | $7,293,533 | $2,263,942 | $(12,944,862) | $3,878,516 |

|  | Parent<br>Company | Guarantor<br>Subsidiaries | Non-Guarantor<br>Subsidiaries | Eliminations | Condensed<br>Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| ASSETS |  |  |  |  |  |
| Current\tassets |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $27,996 | $— | $275,240 | $— | $303,236 |
| Accounts\treceivable,\tnet | 2,346 | 2,422 | 265,081 | 3,855 | 273,704 |
| Accounts\treceivable\tfrom\tconsolidated\tsubsidiaries | 35,996 | 2,303,284 | 272,810 | (2,612,090) | — |
| Inventories,\tnet | — | 204,335 | 154,544 | (23,286) | 335,593 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | 14,301 | 4,786 | 13,102 | 3,508 | 35,697 |
| Prepaid\ttaxes | 23,493 | — | 16,763 | — | 40,256 |
| Assets\theld\tfor\tsale | 2,901 | — | 4,521 | — | 7,422 |
| Total\tcurrent\tassets | 107,033 | 2,514,827 | 1,002,061 | (2,628,013) | 995,908 |
| Property,\tplant\tand\tequipment,\tnet | 3,489 | 170,054 | 143,892 | — | 317,435 |
| Goodwill | — | 703,663 | 619,890 | — | 1,323,553 |
| Intangibles\tassets,\tnet | — | 743,222 | 473,498 | — | 1,216,720 |
| Investments\tin\taffiliates | 5,680,328 | 1,359,661 | 21,253 | (7,060,092) | 1,150 |
| Deferred\ttax\tassets | 82,492 | — | 6,867 | (85,348) | 4,011 |
| Notes\treceivable\tand\tother\tamounts\tdue\tfrom\tconsolidated\nsubsidiaries | 1,009,686 | 1,489,994 | — | (2,499,680) | — |
| Other\tassets | 27,999 | 6,801 | 29,210 | — | 64,010 |
| Total\tassets | $6,911,027 | $6,988,222 | $2,296,671 | $(12,273,133) | $3,922,787 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |
| Current\tliabilities |  |  |  |  |  |
| Current\tborrowings | $363,701 | $— | $4,700 | $— | $368,401 |
| Accounts\tpayable | 1,449 | 32,692 | 29,959 | — | 64,100 |
| Accounts\tpayable\tto\tconsolidated\tsubsidiaries | 2,259,891 | 188,908 | 163,291 | (2,612,090) | — |
| Accrued\texpenses | 17,149 | 21,479 | 33,755 | — | 72,383 |
| Current\tportion\tof\tcontingent\tconsideration | — | 11,276 | — | — | 11,276 |
| Payroll\tand\tbenefit-related\tliabilities | 20,693 | 27,228 | 37,521 | — | 85,442 |
| Accrued\tinterest | 9,152 | — | 17 | — | 9,169 |
| Income\ttaxes\tpayable | — | — | 13,634 | 134 | 13,768 |
| Other\tcurrent\tliabilities | 5 | 3,065 | 5,160 | — | 8,230 |
| Total\tcurrent\tliabilities | 2,672,040 | 284,648 | 288,037 | (2,611,956) | 632,769 |
| Long-term\tborrowings | 700,000 | — | — | — | 700,000 |
| Deferred\ttax\tliabilities | — | 444,887 | 39,663 | (85,347) | 399,203 |
| Pension\tand\tother\tpostretirement\tbenefit\tliabilities | 110,830 | 35,074 | 21,337 | — | 167,241 |
| Noncurrent\tliability\tfor\tuncertain\ttax\tpositions | 11,431 | 15,569 | 23,884 | — | 50,884 |
| Notes\tpayable\tand\tother\tamounts\tdue\tto\tconsolidated\tsubsidiaries | 1,483,984 | 915,163 | 100,533 | (2,499,680) | — |
| Other\tliabilities | 21,433 | 24,900 | 12,658 | — | 58,991 |
| Total\tliabilities | 4,999,718 | 1,720,241 | 486,112 | (5,196,983) | 2,009,088 |
| Total\tcommon\tshareholders'\tequity | 1,911,309 | 5,267,981 | 1,808,169 | (7,076,150) | 1,911,309 |
| Noncontrolling\tinterest | — | — | 2,390 | — | 2,390 |
| Total\tequity | 1,911,309 | 5,267,981 | 1,810,559 | (7,076,150) | 1,913,699 |
| Total\tliabilities\tand\tequity | $6,911,027 | $6,988,222 | $2,296,671 | $(12,273,133) | $3,922,787 |

# CONDENSED	CONSOLIDATING	STATEMENTS	OF	CASH	FLOWS

|  |  | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nCompany | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Condensed\nConsolidated |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\tcash\t(used\tin)\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\noperations | $(147,704) | $134,817 | $320,145 | $(3,812) | $303,446 |
| Cash\tflows\tfrom\tinvesting\tactivities\tof\tcontinuing\toperations: |  |  |  |  |  |
| Expenditures\tfor\tproperty,\tplant\tand\tequipment | (124) | (32,797) | (28,527) | — | (61,448) |
| Payments\tfor\tbusinesses\tand\tintangibles\tacquired,\tnet\tof\tcash\nacquired | — | (60,336) | (33,472) | — | (93,808) |
| Proceeds\tfrom\tsale\tof\tassets | 408 | — | — | — | 408 |
| Investments\tin\taffiliates | — | — | (121,850) | 121,850 | — |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities\tfrom\ncontinuing\toperations | 284 | (93,133) | (183,849) | 121,850 | (154,848) |
| Cash\tflows\tfrom\tfinancing\tactivities\tof\tcontinuing\toperations: |  |  |  |  |  |
| Proceeds\tfrom\tnew\tborrowings | 288,100 | — | — | — | 288,100 |
| Reduction\tin\tborrowings | (303,757) | — | — | — | (303,757) |
| Debt\textinguishment,\tissuance\tand\tamendment\tfees | (9,017) | — | — | — | (9,017) |
| Proceeds\tfrom\tshare\tbased\tcompensation\tplans\tand\tthe\trelated\ntax\timpacts | 4,994 | — | — | — | 4,994 |
| Payments\tto\tnoncontrolling\tinterest\tshareholders | — | — | (1,343) | — | (1,343) |
| Payments\tfor\tcontingent\tconsideration | — | (8,028) | — | — | (8,028) |
| Proceeds\tfrom\tissuance\tof\tshares | — | 121,850 | — | (121,850) | — |
| Dividends\tpaid | (56,532) | — | — | — | (56,532) |
| Intercompany\ttransactions | 219,035 | (155,506) | (63,529) | — | — |
| Intercompany\tdividends\tpaid | — | — | (3,812) | 3,812 | — |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities\tfrom\ncontinuing\toperations | 142,823 | (41,684) | (68,684) | (118,038) | (85,583) |
| Cash\tflows\tfrom\tdiscontinued\toperations: |  |  |  |  |  |
| Net\tcash\tused\tin\toperating\tactivities | (1,787) | — | (849) | — | (2,636) |
| Net\tcash\tused\tin\tdiscontinued\toperations | (1,787) | — | (849) | — | (2,636) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | — | — | (25,249) | — | (25,249) |
| Net\t(decrease)\tincrease\tin\tcash\tand\tcash\tequivalents | (6,384) | — | 41,514 | — | 35,130 |
| Cash\tand\tcash\tequivalents\tat\tthe\tbeginning\tof\tthe\tyear | 27,996 | — | 275,240 | — | 303,236 |
| Cash\tand\tcash\tequivalents\tat\tthe\tend\tof\tthe\tyear | $21,612 | $— | $316,754 | $— | $338,366 |

|  |  |  | Year	Ended	December	31,	2014 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nCompany | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Condensed\nConsolidated |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\tcash\t(used\tin)\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\noperations | $(105,467) | $347,503 | $52,634 | $(4,429) | $290,241 |
| Cash\tflows\tfrom\tinvesting\tactivities\tof\tcontinuing\toperations: |  |  |  |  |  |
| Expenditures\tfor\tproperty,\tplant\tand\tequipment | (2,273) | (30,586) | (34,712) | — | (67,571) |
| Payments\tfor\tbusinesses\tand\tintangibles\tacquired,\tnet\tof\tcash\nacquired | — | (17,241) | (28,536) | — | (45,777) |
| Proceeds\tfrom\tsale\tof\tassets\tand\tinvestments | 1,669 | 3,421 | 161 | — | 5,251 |
| Investments\tin\taffiliates | (60) | 20 | — | — | (40) |
| Net\tcash\tused\tin\tinvesting\tactivities\tfrom\tcontinuing\noperations | (664) | (44,386) | (63,087) | — | (108,137) |
| Cash\tflows\tfrom\tfinancing\tactivities\tof\tcontinuing\toperations: |  |  |  |  |  |
| Proceeds\tfrom\tnew\tborrowings | 250,000 | — | — | — | 250,000 |
| Reduction\tin\tborrowings | (480,102) | — | — | — | (480,102) |
| Debt\tissuance\tand\tamendment\tfees | (4,494) | — | — | — | (4,494) |
| Proceeds\tfrom\tshare\tbased\tcompensation\tplans\tand\tthe\trelated\ntax\timpacts | 4,245 | — | — | — | 4,245 |
| Payments\tto\tnoncontrolling\tinterest\tshareholders | — | — | (1,094) | — | (1,094) |
| Dividends\tpaid | (56,258) | — | — | — | (56,258) |
| \t\t\t\t\tIntercompany\ttransactions | 381,663 | (317,617) | (64,046) | — | — |
| Intercompany\tdividends\tpaid | — | — | (4,429) | 4,429 | — |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities\tfrom\ncontinuing\toperations | 95,054 | (317,617) | (69,569) | 4,429 | (287,703) |
| Cash\tflows\tfrom\tdiscontinued\toperations: |  |  |  |  |  |
| Net\tcash\tused\tin\toperating\tactivities | (3,676) | — | — | — | (3,676) |
| Net\tcash\tused\tin\tdiscontinued\toperations | (3,676) | — | — | — | (3,676) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | — | — | (19,473) | — | (19,473) |
| Net\tdecrease\tin\tcash\tand\tcash\tequivalents | (14,753) | (14,500) | (99,495) | — | (128,748) |
| Cash\tand\tcash\tequivalents\tat\tthe\tbeginning\tof\tthe\tyear | 42,749 | 14,500 | 374,735 | — | 431,984 |
| Cash\tand\tcash\tequivalents\tat\tthe\tend\tof\tthe\tyear | $27,996 | $— | $275,240 | $— | $303,236 |

|  |  | Year	Ended	December	31,	2013 | Year	Ended	December	31,	2013 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nCompany | Guarantor\nSubsidiaries | Non-Guarantor\nSubsidiaries | Eliminations | Condensed\nConsolidated |
|  |  |  | (Dollars\tin\tthousands) |  |  |
| Net\tcash\t(used\tin)\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\noperations | $(123,765) | $181,290 | $240,640 | $(66,866) | $231,299 |
| Cash\tflows\tfrom\tinvesting\tactivities\tof\tcontinuing\toperations: |  |  |  |  |  |
| Expenditures\tfor\tproperty,\tplant\tand\tequipment | (1,553) | (47,633) | (14,394) | — | (63,580) |
| Payments\tfor\tbusinesses\tand\tintangibles\tacquired,\tnet\tof\tcash\nacquired | — | (250,912) | (58,096) | — | (309,008) |
| Investments\tin\taffiliates | (50) | — | — | — | (50) |
| Net\tcash\tused\tin\tinvesting\tactivities\tfrom\tcontinuing\noperations | (1,603) | (298,545) | (72,490) | — | (372,638) |
| Cash\tflows\tfrom\tfinancing\tactivities\tof\tcontinuing\toperations: |  |  |  |  |  |
| Proceeds\tfrom\tnew\tborrowings | 680,000 | — | — | — | 680,000 |
| Reduction\tin\tborrowings | (375,000) | — | — | — | (375,000) |
| Debt\textinguishment,\tissuance\tand\tamendment\tfees | (6,400) | — | — | — | (6,400) |
| Proceeds\tfrom\tshare\tbased\tcompensation\tplans\tand\tthe\trelated\ntax\timpacts | 6,181 | — | — | — | 6,181 |
| Payments\tto\tnoncontrolling\tinterest\tshareholders | — | — | (736) | — | (736) |
| Payments\tfor\tcontingent\tconsideration | — | (14,802) | (2,156) | — | (16,958) |
| Dividends\tpaid | (55,917) | — | — | — | (55,917) |
| Intercompany\ttransactions | (148,880) | 144,568 | 4,312 | — | — |
| Intercompany\tdividends\tpaid | — |  | (66,866) | 66,866 | — |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities\tfrom\ncontinuing\toperations | 99,984 | 129,766 | (65,446) | 66,866 | 231,170 |
| Cash\tflows\tfrom\tdiscontinued\toperations: |  |  |  |  |  |
| Net\tcash\tused\tin\toperating\tactivities | (2,727) | — | (600) | — | (3,327) |
| Net\tcash\tused\tin\tdiscontinued\toperations | (2,727) | — | (600) | — | (3,327) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | — | — | 8,441 | — | 8,441 |
| Net\t(decrease)\tincrease\tin\tcash\tand\tcash\tequivalents | (28,111) | 12,511 | 110,545 | — | 94,945 |
| Cash\tand\tcash\tequivalents\tat\tthe\tbeginning\tof\tthe\tyear | 70,860 | 1,989 | 264,190 | — | 337,039 |
| Cash\tand\tcash\tequivalents\tat\tthe\tend\tof\tthe\tyear | $42,749 | $14,500 | $374,735 | $— | $431,984 |

# Note	18	—	Divestiture-related	activities

# Assets	Held	for	Sale

The	table	below	provides	information	regarding	assets	held	for	sale	at	 December	31,	2015	and	2014.	At	December	31,	2015,	these	assets	consisted of	two	buildings,	which	the	Company	is	actively	marketing.

|  | 2015 | 2014 |
| :--- | :--- | :--- |
| Assets\theld\tfor\tsale: | (Dollars\tin\tthousands) | (Dollars\tin\tthousands) |
| Property,\tplant\tand\tequipment | $6,972 | $7,422 |
| Total\tassets\theld\tfor\tsale | $6,972 | $7,422 |

# Discontinued	Operations

The	Company	has	recorded	$1.7	million,	$3.4	million	and	$2.2	million	of	expense	during	2015,	2014	and	2013,	respectively,	associated	with	retained liabilities	related	to	businesses	that	have	been	divested.	The	tax	benefit	on	loss	from	discontinued	operations	in	2015	was	impacted	by	a	reduction	in U.S.	reserves	as	a	result	of	the	conclusion	of	an	audit.

The	results	of	the	Company's	discontinued	operations	for	the	years	ended	December	31, 2015,	2014	and	2013	were	as	follows:

|  | 2015 | 2014 | 2013 |
| :--- | :--- | :--- | :--- |
|  |  | (Dollars\tin\tthousands) |  |
| Costs\tand\tother\texpenses | $1,730 | $3,407 | $2,205 |
| Loss\tfrom\tdiscontinued\toperations\tbefore\tincome\ttaxes | (1,730) | (3,407) | (2,205) |
| Tax\t(benefit)\ton\tloss\tfrom\tdiscontinued\toperations | (10,635) | (698) | (1,770) |
| Income\t(loss)\tfrom\tdiscontinued\toperations | $8,905 | $(2,709) | $(435) |

# Note	19	—	Subsequent	event

On	February	23,	2016,	the	Board	of	Directors	of	the	Company	approved	a	restructuring	plan	(the	"Plan")	designed	to	reduce	costs,	improve	operating efficiencies	and	enhance	the	Company's	long	term	competitive	position.		The	Plan,	which	was	developed	in	response	to	continuing	cost	pressures	in	the healthcare	industry,	involves	the	consolidation	of	operations	and	a	related	reduction	in	workforce	at	certain	of	the	Company's	facilities,	and	will	primarily include	the	relocation	of	certain	manufacturing	locations	and	relocation	and	outsourcing	of	certain	distribution	operations.	These	actions	will	commence	in the	second	quarter	2016	and	are	expected	to	be	substantially	completed	by	the	end	of	2018.

The	Company	estimates	that	it	will	incur	aggregate	pre-tax	charges	in	connection	with	the	Plan	of	between	approximately	 $34	million	to	$44	million, of	which	an	estimated	$27	million	to	$31	million	are	expected	to	result	in	future	cash	outlays.	Most	of	these	charges	are	expected	to	be	incurred	prior	to the	end	of	2018.

The	following	table	provides	a	summary	of	the	Company's	current	cost	estimates	by	major	type	of	expense	associated	with	the	Plan:

(2)					Consists	of	other	costs	directly	related	to	the	Plan,	including	project	management,	legal	and	other	regulatory	costs.

As	the	Plan	is	implemented,	management	will	reevaluate	the	estimated	expenses	and	charges	set	forth	above,	and	may	revise	its	estimates,	as appropriate,	consistent	with	generally	accepted	accounting	principles.

# QUARTERLY	DATA	(UNAUDITED)

| Net	revenues | $429,430 | $452,045 | $443,714 | $484,501 |
| :--- | :--- | :--- | :--- | :--- |
| Gross\tprofit | 222,637 | 233,237 | 228,213 | 260,316 |
| Income\tfrom\tcontinuing\toperations\tbefore\tinterest,\tloss\ton\textinguishment\tof\ndebt\tand\ttaxes | 65,608 | 76,986 | 76,550 | 96,747 |
| Income\tfrom\tcontinuing\toperations | 39,273 | 45,199 | 61,571 | 90,765 |
| Loss\tfrom\tdiscontinued\toperations | (703) | (190) | (719) | 10,517 |
| Net\tincome | 38,570 | 45,009 | 60,852 | 101,282 |
| Less:\tIncome\tfrom\tcontinuing\toperations\tattributable\tto\tnoncontrolling\tinterest | 218 | 446 | 28 | 158 |
| Net\tincome\tattributable\tto\tcommon\tshareholders | 38,352 | 44,563 | 60,824 | 101,124 |
| Earnings\tper\tshare\tavailable\tto\tcommon\tshareholders\t—\tbasic (1): |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.94 | $1.08 | $1.48 | $2.18 |
| Loss\tfrom\tdiscontinued\toperations | (0.02) | (0.01) | (0.02) | 0.25 |
| Net\tincome | $0.92 | $1.07 | $1.46 | $2.43 |
| Earnings\tper\tshare\tavailable\tto\tcommon\tshareholders\t—\tdiluted (1): |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.83 | $0.93 | $1.27 | $1.88 |
| Loss\tfrom\tdiscontinued\toperations | (0.02) | — | (0.02) | 0.21 |
| Net\tincome | $0.81 | $0.93 | $1.25 | $2.09 |
| 2014: |  |  |  |  |
| Net\trevenues | $438,546 | $468,105 | $457,173 | $476,008 |
| Gross\tprofit | 221,159 | 244,088 | 236,166 | 241,015 |
| Income\tfrom\tcontinuing\toperations\tbefore\tinterest\tand\ttaxes | 59,020 | 74,752 | 81,935 | 69,155 |
| Income\tfrom\tcontinuing\toperations | 35,269 | 48,830 | 55,228 | 52,133 |
| Loss\tfrom\tdiscontinued\toperations | (125) | (1,125) | (271) | (1,188) |
| Net\tincome | 35,144 | 47,705 | 54,957 | 50,945 |
| Less:\tIncome\tfrom\tcontinuing\toperations\tattributable\tto\tnoncontrolling\tinterest | 186 | 453 | 126 | 307 |
| Net\tincome\tattributable\tto\tcommon\tshareholders | 34,958 | 47,252 | 54,831 | 50,638 |
| Earnings\tper\tshare\tavailable\tto\tcommon\tshareholders\t—\tbasic (1): |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.85 | $1.17 | $1.33 | $1.25 |
| Loss\tfrom\tdiscontinued\toperations | — | (0.03) | (0.01) | (0.03) |
| Net\tincome | $0.85 | $1.14 | $1.32 | $1.22 |
| Earnings\tper\tshare\tavailable\tto\tcommon\tshareholders\t—\tdiluted (1): |  |  |  |  |
| Income\tfrom\tcontinuing\toperations | $0.77 | $1.04 | $1.18 | $1.10 |
| Loss\tfrom\tdiscontinued\toperations | (0.01) | (0.02) | — | (0.03) |
| Net\tincome | $0.76 | $1.02 | $1.18 | $1.07 |

(1)	Each	quarter	is	calculated	as	a	discrete	period;	the	sum	of	the	four	quarters	may	not	equal	the	calculated	full	year	amount.

# SCHEDULE	II	—	VALUATION	AND	QUALIFYING	ACCOUNTS

# (Dollars	in	thousands)

# ALLOWANCE	FOR	DOUBTFUL	ACCOUNTS

|  | Balance	at<br>Beginning	of<br>Year | Additions<br>Charged	to<br>Income | Accounts<br>Receivable<br>Write-offs | Translation<br>and	Other | Balance	at<br>End	of<br>Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| December\t31,\t2015 | $8,783 | $1,618 | $(1,387) | $(988) | $8,026 |
| December\t31,\t2014 | $10,722 | $1,882 | $(2,738) | $(1,083) | $8,783 |
| December\t31,\t2013 | $7,818 | $4,414 | $(1,446) | $(64) | $10,722 |

# INVENTORY	RESERVE

|  | Balance	at<br>Beginning	of<br>Year | Additions<br>Charged	to<br>Income | Inventory<br>Write-offs | Translation<br>and	Other | Balance	at<br>End	of<br>Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| December\t31,\t2015 |  |  |  |  |  |
| Raw\tmaterial | $6,891 | $4,102 | $(1,611) | $(1,805) | $7,577 |
| Work-in-process | 509 | 579 | (554) | 2,605 | 3,139 |
| Finished\tgoods | 26,474 | 15,060 | (13,653) | (2,081) | 25,800 |
|  | $33,874 | $19,741 | $(15,818) | $(1,281) | $36,516 |
| December\t31,\t2014 |  |  |  |  |  |
| Raw\tmaterial | $5,687 | $1,840 | $(2,391) | $1,755 | $6,891 |
| Work-in-process | 1,729 | 1,239 | (1,720) | (739) | 509 |
| Finished\tgoods | 24,957 | 10,135 | (7,317) | (1,301) | 26,474 |
|  | $32,373 | $13,214 | $(11,428) | $(285) | $33,874 |
| December\t31,\t2013 |  |  |  |  |  |
| Raw\tmaterial | $9,394 | $1,931 | $(5,774) | $136 | $5,687 |
| Work-in-process | 1,646 | 855 | (340) | (432) | 1,729 |
| Finished\tgoods | 20,663 | 11,440 | (11,663) | 4,517 | 24,957 |
|  | $31,703 | $14,226 | $(17,777) | $4,221 | $32,373 |
|  | DEFERRED\tTAX\tASSET\tVALUATION\tALLOWANCE | DEFERRED\tTAX\tASSET\tVALUATION\tALLOWANCE |  |  |  |
|  |  | Additions | Reductions |  |  |
|  | Balance\tat | Charged\tto | Credited\tto | Translation | Balance\tat |

# DEFERRED	TAX	ASSET	VALUATION	ALLOWANCE

The	following	exhibits	are	filed	as	part	of,	or	incorporated	by	reference	into,	this	report:

 *10.22.2 — Consent	and	Amendment	No.	1,	dated	March	27,	2014,	to	Credit	Agreement	dated	as	of	July	16,	2013	among	the	Company,	the Guarantors	party	thereto,	the	Lenders	party	thereto	and	JPMorgan	Chase	Bank,	N.A.,	as	Administrative	Agent	(incorporated	by reference	to	Exhibit	10.1	to	the	Company's	Form	8-K	filed	on	April	2,	2014).

* Each	such	exhibit	has	previously	been	filed	with	the	Securities	and	Exchange	Commission	as	part	of	the	filing	indicated	and	is	incorporated herein	by	reference.

+ Indicates	management	contract	or	compensatory	plan	or	arrangement	required	to	be	filed	pursuant	to	Item	15(b)	of	this	report.


what portion of the total 2015 restructuring programs is related to termination benefits?
restructuring_2015 = 5009
restructuring_total = 6304
percent_restructuring = restructuring_2015 / restructuring_total
answer = percent_restructuring * 100