TELEFLEX INC

Previous wording

In 2023, we began the execution of a plan to terminate the Teleflex Incorporated Retirement Income Plan (the “TRIP”), a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December of 2023, we made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP termination, resulting in the recognition of a non-cash pre-tax settlement charge of $45.2 million during the fourth quarter of 2023.

Current wording

In 2023, we began the execution of a plan to terminate the Teleflex Incorporated Retirement Income Plan (the “TRIP”), a U.S. defined benefit pension plan. The TRIP is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, must be terminated in accordance with the requirements of ERISA and the process governed by the Pension Benefit Guaranty Corporation (the “PBGC”). The termination date of the TRIP was August 1, 2023, which is the date upon which the timing of the requirements for the formal termination process is based. On September 8, 2023, we filed the required notice regarding the TRIP termination with the PBGC. The termination process requires that all TRIP benefits be distributed to participants, beneficiaries and alternate payees or transferred to a group annuity contract or the PBGC. In December of 2023, we made payments to eligible participants, beneficiaries and alternate payees who elected the one-time lump sum distribution option offered in connection with the TRIP termination, resulting in the recognition of a pre-tax settlement charge of $45.2 million during the fourth quarter of 2023.

Previous wording

During the first quarter of 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of a non-cash pre-tax settlement charge of $138.1 million during the six months ended June 30, 2024. The participants, beneficiaries, and alternate payees whose benefits were transferred to the group annuity contract will each receive from such group annuity contract the full value of their benefit that accrued under the TRIP. The assets in the Teleflex Retirement Income Plan Trust exceed the estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus plan assets”). As of June 30, 2024, the surplus plan assets were $37.7 million, which is included in Other Assets on the condensed consolidated balance sheet.

Current wording

During the first quarter of 2024, we purchased a group annuity contract, using TRIP assets, which resulted in the recognition of a pre-tax settlement charge of $138.1 million. During the third quarter of 2024, we finalized the premiums owed for the group annuity contract, which resulted in a refund of pension trust assets and a corresponding reduction to the pre-tax settlement charge of $5.4 million. The participants, beneficiaries, and alternate payees whose benefits were transferred to the group annuity contract will each receive from such group annuity contract the full value of their benefit that accrued under the TRIP. The assets in the Teleflex Retirement Income Plan Trust exceed the estimated liability for amounts to be transferred to the PBGC for missing participants and beneficiaries (“surplus plan assets”). In July 2024, we transferred $34.2 million of the surplus plan assets to a suspense account within the Teleflex 401(k) Savings Plan, a qualified defined contribution plan. As of September 29, 2024, the surplus assets contributed to the suspense account are included within prepaid and other current assets and other assets on the condensed consolidated balance sheet. These assets are restricted for future use in accordance with our election to use them to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan.

Previous wording

Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. No impairment charges were recognized during the three and six months ended June 30, 2024. We did identify indicators of a potential impairment as of June 30, 2024 related to our Interventional Urology North America reporting unit, included within our Americas operating segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our UroLift product line (“UroLift”), primarily driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income and the market approaches, which determined that the fair value of the reporting unit exceeded the carrying value. The more significant judgments and assumptions in determining the fair value included the amount and timing of expected future cash flows, the expected long-term growth rates and the discount rate used to estimate the present value of the future cash flows. Our assessment indicates that the Interventional Urology North America reporting unit is susceptible to future impairment charges if future revenue is lower than our current expectations, in particular with respect to the adverse impacts stemming from end market conditions related to UroLift, as well as from continuing negative impacts from macroeconomic factors, including increased inflation and higher interest rates. The carrying value of goodwill allocated to the Interventional Urology North America reporting unit as of June 30, 2024 was $645.9 million.

Current wording

Our goodwill impairment testing is performed annually during the fourth quarter of each fiscal year in addition to periods where changes in circumstances indicate that the carrying value of our goodwill assets may not be recoverable. No impairment charges were recognized during the three and nine months ended September 29, 2024. We did identify indicators of a potential impairment as of June 30, 2024 related to our Interventional Urology North America reporting unit, included within our Americas operating segment. The indicators of a potential impairment primarily arose from lower than anticipated sales results from our UroLift product line (“UroLift”), primarily driven by the adverse impact of persistent end-market challenges within the U.S. office site of service. We performed a quantitative impairment test of the reporting unit using both the income and the market approaches, which determined that the fair value of the reporting unit exceeded the carrying value. The more significant judgments and assumptions in determining the fair value included the amount and timing of expected future cash flows, the expected long-term growth rates and the discount rate used to estimate the present value of the future cash flows. Our assessment indicates that the Interventional Urology North America reporting unit is susceptible to future impairment charges if future revenue is lower than our current expectations, in particular with respect to the adverse impacts stemming from end market conditions related to UroLift, as well as from continuing negative impacts from macroeconomic factors, including increased inflation and higher interest rates. The carrying value of goodwill allocated to the Interventional Urology North America reporting unit as of September 29, 2024 was $643.9 million.

Previous wording

In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. As a consequence of this ruling, we recognized a $15.8 million increase to our reserve (and corresponding reduction to revenue for the three and six months ended June 30, 2024), of which $13.8 million pertained to prior years. As a result, our reserve as of June 30, 2024 was $32.0 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.

Current wording

In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. During the three and nine months ended September 29, 2024 we recognized increases to our reserve, and corresponding reductions to revenue, of $2.0 million and $19.8 million, respectively. The increase in reserves for the nine months ended September 29, 2024 included $13.8 million pertaining to prior years stemming from the July 2024 ruling. As of September 29, 2024, our reserve related to this matter was $35.0 million. Following the ruling of the Italian Constitutional Court, the appeal before the Italian administrative court will proceed with respect to the remaining legal arguments asserted by the appellants with regard to the enforceability of the payback law.

Previous wording

Net revenues for the three months ended June 30, 2024 increased $6.4 million, or 0.9%, compared to the prior year period, primarily due to price increases and an increase in sales of new products, partially offset by the unfavorable impact from a $15.8 million increase in our reserves related to the Italian payback measure.

Current wording

Net revenues for the nine months ended September 29, 2024 increased $51.3 million, or 2.3%, compared to the prior year period, primarily due to price increases and a $30.5 million increase in sales of new products, partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure.

Previous wording

Gross margin for the three months ended June 30, 2024 increased 70 basis points, or 1.3%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases, the benefits from cost improvement initiatives and a decrease in costs associated with product recalls and quality issues. The increases in gross margin were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure and continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials.

Current wording

Gross margin for the three months ended September 29, 2024 increased 50 basis points, or 0.9%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, and price increases. The increases in gross margin were partially offset by the adverse impact of manufacturing inefficiencies and continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials.

Previous wording

Gross margin for the six months ended June 30, 2024 increased 100 basis points, or 1.8%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases and the benefits from cost improvement initiatives. The increases in gross margin were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure, continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials and unfavorable fluctuations in foreign currency exchange rates.

Current wording

Gross margin for the nine months ended September 29, 2024 increased 90 basis points, or 1.6%, compared to the prior year period, primarily due to the favorable impact of gross margin attributed to acquired and divested businesses, price increases and the benefits from cost improvement initiatives. The increases in gross margin were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure, continued cost inflation from macro-economic factors, specifically with respect to labor and raw materials, and the adverse impact of manufacturing inefficiencies.

Previous wording

Selling, general and administrative expenses for the six months ended June 30, 2024 increased $37.5 million compared to the prior year period, primarily due to higher operating expenses incurred by the acquired Palette business, an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, higher performance related employee-benefit expenses and, to a lesser extent, an increase in legal expenses primarily related to higher litigation costs.

Current wording

Selling, general and administrative expenses for the three months ended September 29, 2024 increased $34.1 million compared to the prior year period. The increase was primarily attributable to a benefit recognized in the prior year resulting from decreases in the estimated fair value of our contingent consideration liabilities, higher operating expenses incurred by the acquired Palette business, and higher IT related costs that were primarily driven by our implementation of a new global enterprise resource planning ("ERP") solution.

Previous wording

Selling, general and administrative expenses for the three months ended June 30, 2024 increased $27.3 million compared to the prior year period, primarily due to an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities, higher operating expenses incurred by the acquired Palette business and higher performance related employee-benefit expenses.

Current wording

Selling, general and administrative expenses for the nine months ended September 29, 2024 increased $71.5 million compared to the prior year period. The increase was primarily attributable to a benefit recognized in the prior year resulting from decreases in the estimated fair value of our contingent consideration liabilities, higher operating expenses incurred by the acquired Palette business, higher IT related costs that were primarily driven by our implementation of a new ERP solution and higher performance related employee-benefit expenses.

Previous wording

The increase in research and development expenses for the three months ended June 30, 2024 compared to the prior year period was primarily attributable to higher project spend within certain of our product portfolios and expenses incurred by the acquired Palette business, partially offset by lower European Union Medical Device Regulation related costs.

Current wording

The increase in research and development expenses for the three months ended September 29, 2024 compared to the prior year period was primarily attributable to expenses incurred by the acquired Palette business and higher project spend within certain of our product portfolio, partially offset by lower European Union Medical Device Regulation related costs.

Previous wording

The decrease in research and development expenses for the six months ended June 30, 2024 compared to the prior year period was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by higher project spend within certain of our product portfolios and expenses incurred by the acquired Palette business.

Current wording

The decrease in research and development expenses for the nine months ended September 29, 2024 compared to the prior year period was primarily attributable to lower European Union Medical Device Regulation related costs, partially offset by expenses incurred by the acquired Palette business and higher project spend within certain of our product portfolios.

Previous wording

For the six months ended June 30, 2024, we recognized a settlement charge of $138.1 million related to our plan to terminate the TRIP resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan.

Current wording

For the nine months ended September 29, 2024, we recognized a settlement charge of $132.7 million related to our plan to terminate the TRIP resulting from our purchase of a group annuity contract to provide participants, beneficiaries, and alternate payees the full value of their benefit under the plan. For the three months ended September 29, 2024, we finalized the premiums owed for the group annuity contract, which resulted in a refund of pension trust assets and a corresponding reduction to the settlement charge of $5.4 million.

Previous wording

Restructuring and impairment charges for the three and six months ended June 30, 2024 primarily consisted of termination benefits related to the 2024 Footprint realignment plan (defined below). Moreover, restructuring and impairment charges for the six months ended June 30, 2024 reflect a $2.1 million impairment charge related to a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

Current wording

Restructuring and impairment charges for the three and nine months ended September 29, 2024 primarily consisted of termination benefits related to the 2024 Footprint realignment plan (defined below). Moreover, restructuring and impairment charges for the nine months ended September 29, 2024 reflect a $2.1 million impairment charge related to a portion of our operating lease assets stemming from our cessation of occupancy of a specific facility.

Previous wording

We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2024 Footprint realignment plan of $37 million to $46 million. Of these, it is anticipated that $18 million to $22 million will be incurred in 2024, with the majority of the remaining balance expected to be incurred before the end of 2025. We estimate that $31 million to $38 million of the total charges will result in cash outlays, of which we expect $7 million to $8 million to be disbursed in 2024 and the majority to be disbursed before the end of 2026. Furthermore, we expect to incur $13 million to $16 million in aggregate capital expenditures under the plan, of which $6 million to $8 million is expected to be incurred during 2024. The majority of capital expenditures are expected to be incurred by the end of 2025.

Current wording

We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2024 Footprint realignment plan of $37 million to $46 million. Of these, it is anticipated that $17 million to $21 million will be incurred in 2024, with the majority of the remaining balance expected to be incurred before the end of 2025. We estimate that $31 million to $38 million of the total charges will result in cash outlays, of which we expect $5 million to $7 million to be disbursed in 2024 and the majority to be disbursed before the end of 2026. Furthermore, we expect to incur $13 million to $16 million in aggregate capital expenditures under the plan, of which $4 million to $5 million is expected to be incurred during 2024. The majority of capital expenditures are expected to be incurred by the end of 2025.

Previous wording

In September 2023, we initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the "2023 Footprint realignment plan"). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $11 million to $15 million. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

Current wording

During the third quarter of 2023, we initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions (the "2023 Footprint realignment plan"). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $11 million to $15 million. We expect to achieve annual pretax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.

Previous wording

In December 2023, we initiated a restructuring plan, which primarily involved the integration of Palette into Teleflex and workforce reductions designed to improve operating performance across the organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term value creation (the “2023 restructuring plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.

Current wording

During the fourth quarter of 2023, we initiated a restructuring plan, which primarily involved the integration of Palette into Teleflex and workforce reductions designed to improve operating performance across the organization by creating efficiencies that align with evolving market demands and our strategy to enhance long-term value creation (the “2023 restructuring plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.

Previous wording

The increase in interest expense for the three and six months ended June 30, 2024 compared to the prior year period was primarily due to a higher average interest rate resulting from increases in interest rates associated with our variable interest rate debt instruments and an increase in average debt outstanding.

Current wording

The increase in interest expense for the nine months ended September 29, 2024 compared to the prior year period was primarily due to a higher average interest rate resulting from increases in interest rates associated with our variable interest rate debt instruments.

Previous wording

(1) The effective income tax rate for the three months ended June 30, 2024 and the three and six months ended July 2, 2023 represent income tax expenses. The effective income tax rate for the six months ended June 30, 2024 represents an income tax benefit.

Current wording

(1) The effective income tax rate for the three months ended September 29, 2024 and the three and nine months ended October 1, 2023 represent income tax expenses. The effective income tax rate for the nine months ended September 29, 2024 represents an income tax benefit.

Previous wording

The effective income tax rate for the six months ended June 30, 2024 reflects a tax benefit associated with a pension charge recognized in connection with the termination of the TRIP. The effective income tax rates for the three and six months ended July 2, 2023 reflect the tax impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities. Additionally, the effective tax rates for the three and six months ended July 2, 2023 reflect a net-tax benefit related to share-based compensation. The effective income tax rates for all periods reflect a tax benefit from research and development tax credits.

Current wording

The effective income tax rates for all periods reflect a tax benefit from research and development credits. A tax benefit was recognized during the nine months ended September 29, 2024 due to the pension settlement charge recognized in connection with the termination of the TRIP. The effective income tax rates for the three and nine months ended October 1, 2023 reflect the tax impact of a non-taxable contingent consideration adjustment recognized in connection with a decrease in the estimated fair value of our contingent consideration liabilities. Additionally, the effective income tax rates for the three and nine months ended October 1, 2023 reflect tax benefits related to the 2023 Footprint Realignment plan and the 2022 Restructuring plan.

Previous wording

Comparison of the three and six months ended June 30, 2024 and July 2, 2023

Current wording

Comparison of the three and nine months ended September 29, 2024 and October 1, 2023

Previous wording

Americas net revenues for the six months ended June 30, 2024 decreased $3.4 million, or 0.4%, compared to the prior year period, which was primarily attributable to a $25.0 million decrease in sales volumes of existing products, primarily driven by decreased sales of our UroLift product, and a $10.0 million decrease from the net impact of acquired and divested businesses. The decreases in net revenue were partially offset by price increases and an increase in sales of new products.

Current wording

Americas net revenues for the three months ended September 29, 2024 increased $5.1 million, or 1.2%, compared to the prior year period, which was primarily attributable to a $10.6 million increase in sales of new products and price increases. The increases in net revenue were partially offset by a decrease in sales volumes of existing products, primarily driven by decreased sales of our UroLift product, and to a lesser extent, a decrease from the net impact of acquired and divested businesses.

Previous wording

Americas net revenues for the three months ended June 30, 2024 increased $2.1 million, or 0.5%, compared to the prior year period, which was primarily attributable to a $9.3 million increase in sales of new products and price increases. The increases in net revenue were partially offset by a $10.5 million decrease in sales volumes of existing products, primarily driven by decreased sales of our UroLift product, and a $4.4 million decrease from the net impact of acquired and divested businesses.

Current wording

Americas net revenues for the nine months ended September 29, 2024 increased $1.7 million, or 0.1%, compared to the prior year period, which was primarily attributable to a $25.7 million increase in sales of new products and price increases. The increases in net revenue were partially offset by a $33.4 million decrease in sales volumes of existing products, primarily driven by decreased sales of our UroLift product, and a $12.8 million decrease from the net impact of acquired and divested businesses.

Previous wording

Americas operating profit for the three and six months ended June 30, 2024 decreased $25.6 million, or 22.0%, and $36.2 million, or 16.9%, respectively, compared to the prior year periods, which was primarily attributable to an increase in contingent consideration expense resulting from changes in the estimated fair value of our contingent consideration liabilities and operating expenses incurred by the acquired Palette business.

Current wording

Americas operating profit for the nine months ended September 29, 2024 decreased $58.9 million, or 17.3%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from decreases in the estimated fair value of our contingent consideration liabilities and operating expenses incurred by the acquired Palette business.

Previous wording

EMEA net revenues for the six months ended June 30, 2024 increased $15.5 million, or 5.3%, compared to the prior year period, which was primarily attributable to a $20.7 million increase in sales volumes of existing products and, to a lesser extent, price increases, partially offset by the $15.8 million unfavorable impact from an increase in our reserves related to the Italian payback measure.

Current wording

EMEA net revenues for the nine months ended September 29, 2024 increased $23.0 million, or 5.3%, compared to the prior year period, which was primarily attributable to a $21.4 million increase in sales volumes of existing products and price increases, partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure.

Previous wording

EMEA operating profit for the six months ended June 30, 2024 increased $13.3 million, or 51.6% compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales and price increases in addition to lower expenses related to the European Union Medical Device Regulation. Moreover, the increases in gross profit were partially offset by the unfavorable impact from an increase in our reserves related to the Italian payback measure.

Current wording

EMEA operating profit for the three months ended September 29, 2024 increased $2.8 million, or 15.8%, compared to the prior year period, which was primarily attributable to lower expenses related to the European Union Medical Device Regulation and an increase in gross profit resulting from higher sales and price increases, partially offset by an increase in sales and marketing expenses to support higher sales.

Previous wording

EMEA operating profit for the three months ended June 30, 2024 increased 0.2% compared to the prior year period, which was primarily attributable to lower expenses related to the European Union Medical Device Regulation, partially offset by a decrease in gross profit. The decrease in gross profit was primarily attributable to the unfavorable impact from an increase in our reserves related to the Italian payback measure.

Current wording

EMEA operating profit for the nine months ended September 29, 2024 increased $16.2 million, or 37.0% compared to the prior year period, which was primarily attributable to lower expenses related to the European Union Medical Device Regulation and an increase in gross profit resulting from higher sales and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.

Previous wording

Asia net revenues for the six months ended June 30, 2024 increased $5.8 million, or 3.5%, compared to the prior year period, which was primarily attributable to a $6.3 million increase in sales volumes of existing products and revenues generated by the acquisition of Palette, partially offset by $6.1 million of unfavorable fluctuations in foreign currency exchange rates.

Current wording

Asia net revenues for the nine months ended September 29, 2024 increased $10.9 million, or 4.2%, compared to the prior year period, which was primarily attributable to a $6.9 million increase in sales volumes of existing products, revenues generated by the acquisition of Palette, and to a lesser extent, price increases. The increase in net revenues was partially offset by $5.6 million of unfavorable fluctuations in foreign currency exchange rates.

Previous wording

OEM operating profit for the three and six months ended June 30, 2024 increased $2.3 million, or 9.9%, and $5.4 million, or 12.4%, respectively, compared to the prior year periods, which was primarily attributable to an increase in gross profit resulting from higher sales and prices increases.

Current wording

OEM operating profit for the nine months ended September 29, 2024 increased $3.2 million, or 4.8%, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales and prices increases, partially offset by higher manufacturing costs.

Previous wording

On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an accelerated share repurchase agreement for $200 million of our common stock, which we plan to fund with $130 million in additional borrowings under our Senior Credit facility and cash on hand.

Current wording

On July 30, 2024, the Board of Directors authorized a share repurchase program for up to $500 million of our common stock. The timing, price and actual number of shares of common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time. On August 2, 2024, we entered into an accelerated share repurchase agreement for $200 million of our common stock. Under this agreement, 678,110 shares of common stock, representing 80% of the $200 million aggregate, were delivered and included in treasury stock during the three months ended September 29, 2024. The initial shares received were calculated based on a price per share of $235.95, which was the closing share price of our common stock on August 1, 2024. The total number of shares to be repurchased under the agreement will be based on volume-weighted average prices of our common stock during the accelerated share repurchase period. Based on our calculations to date, we expect to receive additional shares of common stock upon final settlement of the agreement, which will be completed during the fourth quarter of 2024.

Previous wording

Net cash provided by operating activities from continuing operations was $204.5 million for the six months ended June 30, 2024 as compared to $170.6 million for the six months ended July 2, 2023. The $33.9 million increase was primarily attributable to favorable operating results, a decrease in cash outflows from inventories as we moderate our inventory levels and an increase in accounts payable and accrued expenses stemming from the increase in our reserves related to the Italian payback measure. The increases in net cash provided by operating activities were partially offset by higher tax payments.

Current wording

Net cash provided by operating activities from continuing operations was $435.6 million for the nine months ended September 29, 2024 as compared to $372.4 million for the nine months ended October 1, 2023. The $63.2 million increase was primarily attributable to favorable operating results, a decrease in cash outflows from inventories as we continue to moderate our inventory levels, and proceeds from the TRIP termination included within prepaid expenses and other assets. The increases in net cash provided from operating activities were partially offset by higher tax payments.

Previous wording

Net cash used in investing activities from continuing operations was $55.0 million for the six months ended June 30, 2024, and primarily consisted of $73.2 million in capital expenditures, partially offset by $18.3 million in net proceeds on swaps designated as net investment hedges.

Current wording

Net cash used in investing activities from continuing operations was $76.3 million for the nine months ended September 29, 2024, and primarily consisted of $94.4 million in capital expenditures, partially offset by $18.3 million in net proceeds on swaps designated as net investment hedges.

Previous wording

Net cash used in by financing activities from continuing operations was $128.0 million for the six months ended June 30, 2024, and primarily consisted of a $98.3 million reduction in borrowings under our Senior Credit Facility and $32.0 million in dividend payments.

Current wording

Net cash used in financing activities from continuing operations was $302.8 million for the nine months ended September 29, 2024, and primarily consisted of $200.0 million in repurchases of our common stock under the accelerated share repurchase agreement, a $58.4 million reduction in net borrowings under our Senior Credit Facility and $47.8 million in dividend payments.

Previous wording

The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 is as follows:

Current wording

The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of September 29, 2024 and December 31, 2023 and for the nine months ended September 29, 2024 is as follows: