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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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51-0317849
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(I.R.S. EMPLOYER
IDENTIFICATION NO.)
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311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY
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08536
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, Par Value $.01 Per Share
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The Nasdaq Stock Market LLC
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Exhibit 10.8(c)
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Exhibit 10.9(b)
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Exhibit 10.10(c)
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Exhibit 10.38(b)
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Exhibit 10.38(e)
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Exhibit 10.38(h)
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Exhibit 21
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Exhibit 23
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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•
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general economic and business conditions, both nationally and in our international markets;
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•
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our expectations and estimates concerning future financial performance, financing plans and the impact of competition;
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•
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anticipated trends in our business;
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•
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anticipated demand for our products, particularly capital equipment;
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•
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our ability to produce collagen-based products in sufficient quantities to meet sales demands;
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•
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our expectations concerning our ongoing restructuring, integration and manufacturing transfer and expansion activities;
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•
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existing and future regulations affecting our business, and enforcement of those regulations;
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•
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our ability to obtain additional debt and equity financing to fund capital expenditures and working capital requirements and acquisitions;
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•
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physicians' willingness to adopt our recently launched and planned products, third-party payors' willingness to provide or continue reimbursement for these products and our ability to secure regulatory approval for products in development;
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•
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initiatives launched by our competitors;
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•
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our ability to protect our intellectual property, including trade secrets;
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•
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our ability to complete acquisitions, integrate operations post-acquisition and maintain relationships with customers of acquired entities;
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•
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our ability to remediate all matters identified in FDA warning letters that we received or may receive; and
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•
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other risk factors described in the section entitled "Risk Factors" in this report.
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•
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economic conditions in the United States or abroad, especially in Europe, which could affect the ability of hospitals and other customers to purchase our products and could result in a reduction in elective and non-reimbursed operative procedures;
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•
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the impact of acquisitions;
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•
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the impact of our restructuring activities;
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•
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the timing of significant customer orders, which tend to increase in the fourth quarter to coincide with the end of budget cycles for many hospitals;
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•
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market acceptance of our existing products, as well as products in development;
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•
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the timing of regulatory approvals;
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•
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changes in the rates of exchange between the U.S. dollar and other currencies of foreign countries in which we do business, such as the euro and the British pound;
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•
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expenses incurred and business lost in connection with product field correction actions or recalls;
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•
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changes in the cost or decreases in the supply of raw materials, including energy and steel;
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•
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our ability to manufacture and ship our products efficiently or in sufficient quantities to meet sales demands;
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•
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the timing of our research and development expenditures;
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•
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reimbursement for our products by third-party payors such as Medicare, Medicaid and private health insurers;
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•
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inspections of our manufacturing facilities for compliance with Quality System Regulations (Good Manufacturing Practices) which could result in Form 483 observations, warning letters, injunctions or other adverse findings from the FDA or from equivalent regulatory bodies;
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•
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the FDA’s reform to the 510(k) Premarket Notification process which could make it more difficult to obtain clearance of our medical devices and could result in the requirement of clinical trial data in order to obtain FDA clearance; and
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•
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the increased regulatory scrutiny of certain of our products, including products which we manufacture for others, could result in their being removed from the market.
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•
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our collagen-based products, such as the INTEGRA
®
Dermal Regeneration Template and wound dressing products, the DuraGen
®
family of products, and our Absorbable Collagen Sponges;
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•
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our products made from silicone, such as our neurosurgical shunts and drainage systems and hemodynamic shunts;
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•
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products which use many different electronic parts from numerous suppliers, such as our intracranial monitors and catheters; and
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•
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products that use pyrolytic carbon (i.e., PyroCarbon) technology, such as certain of our reconstructive extremity orthopedic implants.
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•
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as mentioned above, new legislation, which is intended to expand access to health insurance coverage over time, will result in major changes in the United States healthcare system that could have an adverse effect on our business, including a 2.3% excise tax on U.S. sales of most medical devices, implemented in 2013, which will adversely effect on our earnings;
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•
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third-party payors of hospital services and hospital outpatient services, including Medicare, Medicaid and private healthcare insurers, annually revise their payment methodologies, which can result in stricter standards for reimbursement of hospital charges for certain medical procedures or the elimination of reimbursement;
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•
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Medicare, Medicaid and private healthcare insurer cutbacks could create downward price pressure on our products;
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•
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local Medicare coverage determinations will eliminate reimbursement for certain of our matrix wound dressing products in most regions, negatively affecting our market for these products, and future determinations could eliminate reimbursement for these products in other regions and could eliminate reimbursement for other products;
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•
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there has been a consolidation among healthcare facilities and purchasers of medical devices in the United States some of whom prefer to limit the number of suppliers from whom they purchase medical products, and these entities may decide to stop purchasing our products or demand discounts on our prices;
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•
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we are party to contracts with group purchasing organizations, which negotiate pricing for many member hospitals, that require us to discount our prices for certain of our products and limit our ability to raise prices for certain of our products, particularly surgical instruments;
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•
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there is economic pressure to contain healthcare costs in domestic and international markets, and, regardless of the consolidation discussed above, providers generally are exploring ways to cut costs by eliminating purchases or driving reductions in the prices that they pay for medical devices;
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•
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there are proposed and existing laws, regulations and industry policies in domestic and international markets regulating the sales and marketing practices and the pricing and profitability of companies in the healthcare industry;
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•
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proposed laws or regulations will permit hospitals to provide financial incentives to doctors for reducing hospital costs (known as gainsharing), will award physician efficiency (known as physician profiling), and will encourage partnership with healthcare service and goods providers to reduce prices;
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•
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the growing prevalence of physician-owned distributorships catering to the spinal surgery market has reduced and may continue to reduce our ability to compete effectively for business from surgeons who own such distributorships; and
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•
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there have been initiatives by third-party payors to challenge the prices charged for medical products that could affect our ability to sell products on a competitive basis.
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•
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government officials charged with responsibility for enforcing those laws will not assert that our sales and marketing practices or customer discount arrangements are in violation of those laws or regulations; or
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•
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government regulators or courts will interpret those laws or regulations in a manner consistent with our interpretation.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2012
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2011
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||||||||||||
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High
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Low
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High
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Low
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||||||||
Fourth Quarter
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$
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41.72
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$
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35.99
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$
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38.80
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$
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28.07
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Third Quarter
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$
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42.76
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$
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35.71
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$
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48.26
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$
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34.92
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Second Quarter
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$
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38.18
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$
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31.61
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$
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52.90
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$
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45.50
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First Quarter
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$
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35.74
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$
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23.22
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$
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51.79
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$
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44.64
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ITEM 6.
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SELECTED FINANCIAL DATA
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Years Ended December 31,
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||||||||||||||||||
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2012
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2011
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2010
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2009
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2008
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||||||||||
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(In thousands, except per share data)
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||||||||||||||||||
Operating Results:
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||||||||||
Total revenues, net
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$
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830,871
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$
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780,078
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$
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732,068
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$
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682,487
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$
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654,604
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Costs and expenses (1)
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757,089
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725,166
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633,374
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584,663
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607,193
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|||||
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||||||||||
Operating income
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73,782
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54,912
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98,694
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97,824
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47,411
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|||||
Interest income (expense), net (2) (3)
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(21,032
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)
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(27,175
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)
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(18,131
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)
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(22,596
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)
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(27,971
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)
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|||||
Other income (expense), net
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(721
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)
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757
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1,551
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(2,076
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)
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(905
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)
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|||||
Income before income taxes
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52,029
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28,494
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82,114
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73,152
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18,535
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|||||
Provision for (benefit from) income taxes
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10,825
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505
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16,445
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22,197
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(9,192
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)
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|||||
Net income
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$
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41,204
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$
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27,989
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$
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65,669
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$
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50,955
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$
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27,727
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Diluted net income per share
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$
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1.44
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$
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0.95
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$
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2.17
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$
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1.74
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$
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0.96
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Weighted average common shares outstanding for diluted net income per share
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28,516
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|
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29,495
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30,149
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|
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29,292
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|
|
28,378
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|
|
|
Years Ended December 31,
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||||||||||||||||||
|
|
2012
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2011
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2010
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2009
|
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2008
|
||||||||||
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(In thousands)
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||||||||||||||||||
Financial Position:
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|
||||||||||
Cash, cash equivalents
|
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$
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96,938
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|
|
$
|
100,808
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$
|
128,763
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|
|
$
|
71,891
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|
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$
|
183,546
|
|
Total assets
|
|
1,163,599
|
|
|
1,144,109
|
|
|
1,017,308
|
|
|
940,102
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|
|
1,026,014
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|||||
Long-term borrowings under the revolving portion of the senior credit facility(2)
|
|
321,875
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|
|
179,688
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|
|
—
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|
|
160,000
|
|
|
160,000
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|
|||||
Long-term debt(3)
|
|
197,672
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|
|
352,576
|
|
|
294,842
|
|
|
148,754
|
|
|
299,480
|
|
|||||
Retained earnings
|
|
302,023
|
|
|
260,819
|
|
|
232,830
|
|
|
167,161
|
|
|
116,206
|
|
|||||
Stockholders’ equity
|
|
517,775
|
|
|
492,638
|
|
|
499,963
|
|
|
444,885
|
|
|
372,309
|
|
(1)
|
In 2008, we recorded an in-process research and development charge of $25.2 million in connection with the Integra Spine (as hereinafter defined) acquisition and we also recorded an $18.0 million stock-based compensation charge related to restricted stock units that were vested on the date of grant.
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|
|
|
In 2011, we recorded a total of $13.3 million in stock-based compensation charges related to our former chief executive officer’s employment agreement extension, accelerated vesting of his outstanding shares upon the appointment of the new chief executive officer, and his minimum annual stock-based compensation award which was fully vested on the date of grant.
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(2)
|
For each of the periods presented we report the borrowings outstanding under the revolving portion of our senior credit facility as long-term debt based on our current intent and ability to repay the borrowings outside of the following twelve-month periods. At December 31, 2012, we have a total of $321.9 million outstanding on our senior credit facility and $278.1 million available for future borrowings.
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(3
|
)
|
In 2007, we issued $165.0 million of 2.75% senior convertible notes due 2010 (the “2010 Notes”) and $165.0 million of 2.375% senior convertible notes due 2012 (the “2012 Notes”). The 2010 Notes were paid off in June 2010 in accordance with their terms. The 2012 Notes were repaid in June 2012 in accordance with their terms.
|
|
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|
|
In 2011, we issued $230.0 million of 1.625% convertible senior notes due in 2016 (the “2016 Notes”). We expect to satisfy any conversion of the 2016 Notes with cash up to their principal amount pursuant to the net share settlement mechanism set forth in the indenture and, with respect to any excess conversion value, with shares of common stock.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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•
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Regenerative Medicine Platform
. We have developed numerous product lines through our proprietary collagen matrix and demineralized bone matrix technologies that are sold through every one of our sales channels.
|
•
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Diversification and Platform Synergies
. Each of our three selling platforms contributes a different strength to our core business. Orthopedics enables us to grow our top line and increase gross margins. Neurosurgery provides stable growth as a market with few elective procedures. The Instruments business has a strong capacity to generate cash flows. We have unique synergies among these platforms, such as our regenerative medicine technology, instrument sourcing capabilities, and Group Purchasing Organization (“GPO”) contract management.
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•
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Unique Sales Footprint
. Our sales footprint provides us with a unique set of customer call-points and synergies. Each of our sales channels can benefit from the GPO and Integrated Delivery Network (“IDN”) relationships that our Instruments group manages. We have market-leading products for neurosurgeons, many of whom also perform spine surgeries, and we have yet to fully leverage those relationships to sell our spine products. We also have clinical expertise across all of our channels in the United States, and have an opportunity to expand and leverage this expertise in markets worldwide.
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•
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Ability to Change and Adapt
. Our corporate culture is truly what enables us to adapt and reinvent ourselves. We have demonstrated that we can quickly and profitably integrate new products and businesses. This core strength has made it possible for us to grow over the years, and is key to our ability to grow into a multi-billion dollar company.
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|
Years Ended December 31,
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||||||||||
SPECIAL CHARGES
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Plainsboro, New Jersey manufacturing facility remediation costs
|
$
|
7,939
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|
|
$
|
5,830
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|
|
$
|
—
|
|
Global ERP implementation charges
|
16,384
|
|
|
17,068
|
|
|
3,462
|
|
|||
Facility optimization charges
|
10,098
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|
|
2,956
|
|
|
1,676
|
|
|||
Certain employee termination charges
|
1,356
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|
|
2,705
|
|
|
1,498
|
|
|||
Discontinued product lines charges
|
1,368
|
|
|
3,926
|
|
|
506
|
|
|||
Acquisition-related charges
|
2,808
|
|
|
5,253
|
|
|
2,509
|
|
|||
Impairment charges
|
141
|
|
|
2,648
|
|
|
856
|
|
|||
European entity restructuring charges
|
—
|
|
|
378
|
|
|
1,329
|
|
|||
Convertible debt non-cash interest (1)
|
8,520
|
|
|
10,521
|
|
|
7,125
|
|
|||
Certain executive compensation charges
|
—
|
|
|
13,391
|
|
|
2,188
|
|
|||
Financing charges
|
—
|
|
|
790
|
|
|
—
|
|
|||
Total
|
$
|
48,614
|
|
|
$
|
65,466
|
|
|
$
|
21,149
|
|
(1)
|
The 2012 amount has been reduced by $1.6 million, representing the non-cash interest that was capitalized as a component of the historical cost of assets constructed for the Company's own use. See Note 2 "Summ
ary of Signific
ant Accounting Policies" for more information.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Cost of goods sold
|
$
|
16,425
|
|
|
$
|
13,418
|
|
|
$
|
3,642
|
|
Research and development
|
—
|
|
|
669
|
|
|
102
|
|
|||
Selling, general and administrative
|
23,669
|
|
|
37,420
|
|
|
9,424
|
|
|||
Intangible asset amortization
|
—
|
|
|
2,648
|
|
|
856
|
|
|||
Interest expense
|
8,520
|
|
|
11,311
|
|
|
7,125
|
|
|||
Total
|
$
|
48,614
|
|
|
$
|
65,466
|
|
|
$
|
21,149
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Orthopedics
|
$
|
369,312
|
|
|
$
|
328,933
|
|
|
$
|
290,274
|
|
Neurosurgery
|
277,527
|
|
|
272,538
|
|
|
263,147
|
|
|||
Instruments
|
184,032
|
|
|
178,607
|
|
|
178,647
|
|
|||
Total revenues
|
830,871
|
|
|
780,078
|
|
|
732,068
|
|
|||
Cost of goods sold
|
314,427
|
|
|
299,150
|
|
|
268,188
|
|
|||
Gross margin on total revenues
|
$
|
516,444
|
|
|
$
|
480,928
|
|
|
$
|
463,880
|
|
Gross margin as a percentage of total revenues
|
62.2
|
%
|
|
61.7
|
%
|
|
63.4
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In thousands)
|
||||||||||
U.S. Neurosurgery
|
|
$
|
171,278
|
|
|
$
|
165,652
|
|
|
$
|
165,606
|
|
U.S. Instruments
|
|
162,323
|
|
|
155,833
|
|
|
157,853
|
|
|||
U.S. Extremities
|
|
122,847
|
|
|
98,109
|
|
|
89,529
|
|
|||
U.S. Spine and Other
|
|
190,546
|
|
|
174,479
|
|
|
152,274
|
|
|||
International *
|
|
183,877
|
|
|
186,005
|
|
|
166,806
|
|
|||
Total revenues
|
|
$
|
830,871
|
|
|
$
|
780,078
|
|
|
$
|
732,068
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Research and development
|
6.1
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
Selling, general and administrative
|
44.9
|
%
|
|
45.9
|
%
|
|
41.7
|
%
|
Intangible asset amortization
|
2.2
|
%
|
|
2.1
|
%
|
|
1.6
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
1,205
|
|
|
$
|
465
|
|
|
$
|
225
|
|
Interest expense
|
(22,237
|
)
|
|
(27,640
|
)
|
|
(18,356
|
)
|
|||
Other income (expense)
|
(721
|
)
|
|
757
|
|
|
1,551
|
|
|||
Total non-operating income and expense
|
$
|
(21,753
|
)
|
|
$
|
(26,418
|
)
|
|
$
|
(16,580
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
United States
|
$
|
642,830
|
|
|
$
|
589,946
|
|
|
$
|
561,307
|
|
Europe
|
90,920
|
|
|
97,184
|
|
|
89,044
|
|
|||
Rest of World
|
97,121
|
|
|
92,948
|
|
|
81,717
|
|
|||
Total Revenues
|
$
|
830,871
|
|
|
$
|
780,078
|
|
|
$
|
732,068
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
58,715
|
|
|
$
|
104,328
|
|
Net cash used in investing activities
|
(79,276
|
)
|
|
(190,376
|
)
|
||
Net cash provided by (used in) financing activities
|
12,135
|
|
|
60,137
|
|
||
Effect of exchange rate fluctuations on cash
|
4,556
|
|
|
(2,044
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(3,870
|
)
|
|
$
|
(27,955
|
)
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Convertible Securities(1)
|
$
|
230.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230.0
|
|
|
$
|
—
|
|
Revolving Credit Facility(2)
|
321.9
|
|
|
—
|
|
|
—
|
|
|
321.9
|
|
|
—
|
|
|||||
Interest(3)
|
14.9
|
|
|
3.7
|
|
|
7.5
|
|
|
3.7
|
|
|
—
|
|
|||||
Employment Agreements(4)
|
3.6
|
|
|
1.9
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||||
Operating Leases
|
40.7
|
|
|
10.9
|
|
|
15.1
|
|
|
6.6
|
|
|
8.1
|
|
|||||
Purchase Obligations
|
22.1
|
|
|
8.6
|
|
|
4.7
|
|
|
5.6
|
|
|
3.2
|
|
|||||
Other
|
4.9
|
|
|
2.4
|
|
|
1.7
|
|
|
0.3
|
|
|
0.5
|
|
|||||
Total
|
$
|
638.1
|
|
|
$
|
27.5
|
|
|
$
|
30.7
|
|
|
$
|
568.1
|
|
|
$
|
11.8
|
|
(1)
|
The estimated debt service obligation of the senior convertible securities includes interest expense representing the amortization of the discount on the liability component of the senior convertible notes in accordance with the authoritative guidance. See Note 4, “Debt,” of our consolidated financial statements for additional information.
|
(2)
|
The Company may borrow and make payments against the credit facility from time to time and considers all of the outstanding amounts to be long term based on its current intent and ability to repay the borrowing outside of the next twelve-month period.
|
(3)
|
Interest is calculated on the convertible securities based on current interest rates paid by the Company. As the revolving credit facility can be repaid at any time, no interest has been included in the calculation.
|
(4)
|
Amounts shown under Employment Agreements do not include compensation resulting from a change in control.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010
|
F-2
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
|
F-3
|
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
F-4
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
F-5
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
|
|
2. Financial Statement Schedules.
|
|
|
|
Schedule II — Valuation and Qualifying Accounts
|
F-
36
|
3.1(a)
|
|
Amended and Restated Certificate of Incorporation of the Company dated February 16, 1993 (Incorporated by reference to Exhibit 3.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 22, 1998 (Incorporated by reference to Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 17, 1999 (Incorporated by reference to Exhibit 3.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company, effective as of May 17, 2012 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 13, 2012)
|
|
|
|
4.1
|
|
Purchase Agreement, dated June 9, 2011, by and between Integra LifeSciences Holdings Corporation and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
4.2
|
|
Indenture, dated June 15, 2011, by and between Integra LifeSciences Holdings Corporation and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
4.3(a)
|
|
Credit Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2005)
|
|
|
|
4.3(b)
|
|
First Amendment, dated as of February 15, 2006, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.3(c)
|
|
Second Amendment, dated as of February 23, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 27, 2007)
|
|
|
|
4.3(d)
|
|
Third Amendment, dated as of June 4, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank, FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 6, 2007)
|
|
|
|
4.3(e)
|
|
Fourth Amendment, dated as of September 5, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2007)
|
|
|
|
4.3(f)
|
|
Amended and Restated Credit Agreement, dated as of August 10, 2010, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JP Morgan Chase Bank, as Syndication Agent, and HSBC Bank USA, NA, RBC Capital Markets, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2010)
|
|
|
|
4.3(g)
|
|
Second Amended and Restated Credit Agreement, dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank N.A. as Syndication Agent, and, HSBC Bank USA, NA, Royal Bank of Canada, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA, and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2011)
|
|
|
|
4.3(h)
|
|
First Amendment, dated as of May 11, 2012, to Second Amended and Restated Credit Agreement dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank, NA, Royal Bank of Canada, Wells Fargo Bank, NA, Fifth Third Bank, DNB Nor Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
|
|
|
|
4.4
|
|
Security Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.5
|
|
Pledge Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.6
|
|
Subsidiary Guaranty Agreement, dated as of December 22, 2005, among the guarantors party thereto and individually as a “Guarantor”), in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
4.7
|
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.8
|
|
Form of 2.75% Senior Convertible Note due 2010 (included in Exhibit 4.8) (Incorporated by reference to Exhibit B to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.9
|
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.10
|
|
Form of 2.375% Senior Convertible Note due 2012 (included in Exhibit 4.10) (Incorporated by reference to Exhibit B to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.11
|
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.12
|
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
10.1(a)
|
|
Lease between Plainsboro Associates and American Biomaterials Corporation dated as of April 16, 1985, as assigned to Colla-Tec, Inc. on September 30, 1988 and as amended on November 1, 1992 as Lease Modification #1 (Incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form 10/A (File No. 0-26224) which became effective on August 8, 1995)
|
|
|
|
10.1(b)
|
|
Lease Modification #2 entered into as of October 28, 2005, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2005)
|
|
|
|
10.1(c)
|
|
Lease Modification #3 entered into as of March 2, 2011, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 3, 2011)
|
|
|
|
10.2 (a)
|
|
Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 1, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
|
|
|
|
10.2(b)
|
|
First Amendment to Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 29, 2010 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
|
|
|
|
10.3
|
|
Form of Indemnification Agreement between the Company and [ ] dated August 16, 1995, including a schedule identifying the individuals that are a party to such Indemnification Agreements (Incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No. 33-98698) which became effective on January 24, 1996)*
|
|
|
|
10.4
|
|
1996 Incentive Stock Option and Non-Qualified Stock Option Plan (as amended through December 27, 1997) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
10.5
|
|
1998 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.6
|
|
1999 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.7(a)
|
|
Employee Stock Purchase Plan (as amended on May 17, 2004) (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-127488) filed on August 12, 2005)*
|
|
|
|
10.7(b)
|
|
First Amendment to Employee Stock Purchase Plan, dated October 26, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2005)*
|
|
|
|
10.8(a)
|
|
2000 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.8(b)
|
|
Amendment to 2000 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.8(c)
|
|
Amendment to 2000 Equity Incentive Plan (effective as of January 1, 2013)*+
|
|
|
|
10.9(a)
|
|
2001 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.9(b)
|
|
Amendment to 2001 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.9(c)
|
|
Amendment to 2001 Equity Incentive Plan (effective as of January 1, 2013)*+
|
|
|
|
10.10(a)
|
|
Second Amended and Restated 2003 Equity Incentive Plan effective May 19, 2010 (Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed May 21, 2010)*
|
|
|
|
10.10(b)
|
|
Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective May 17, 2012 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.10(c)
|
|
Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective January 1, 2013*+
|
|
|
|
10.11(a)
|
|
Second Amended and Restated Employment Agreement dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
|
|
|
|
10.11(b)
|
|
Amendment 2006-1, dated as of December 19, 2006, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2006)*
|
|
|
|
10.11(c)
|
|
Amendment 2008-1, dated as of March 6, 2008, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.12(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
10.11(d)
|
|
Amendment 2008-2, dated as of August 6, 2008, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
|
|
|
|
10.11(e)
|
|
Amendment 2009-1, dated as of April 13, 2009, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
|
|
|
|
10.11(f)
|
|
Letter Agreement dated May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2011)*
|
|
|
|
10.11(g)
|
|
Letter dated December 20, 2011 from Stuart M. Essig to the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
|
|
|
|
10.11(h)
|
|
Letter Agreement dated June 7, 2012 between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2012)*
|
|
|
|
10.12
|
|
Indemnity letter agreement dated December 27, 1997 from the Company to Stuart M. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
10.13(a)
|
|
Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
10.13(b)
|
|
Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
|
|
|
|
10.13(c)
|
|
Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
|
|
|
|
10.14(a)
|
|
Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company dated December 19, 2005 (Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)*
|
|
|
10.14(b)
|
|
Amendment 2008-1, dated as of January 2, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.15(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
10.14(c)
|
|
Amendment 2008-2, dated as of December 18, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
|
|
|
|
10.14(d)
|
|
Amendment 2009-1, dated as of April 13, 2009, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
|
|
|
|
10.14(e)
|
|
Amendment 2010-1, dated as of October 12, 2010, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
|
|
|
|
10.14(f)
|
|
Letter dated as of February 22, 2012 from John B. Henneman, III to the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2012)*
|
|
|
|
10.15
|
|
Consulting Agreement, dated October 12, 2010, between the Company and Inception Surgical (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
10.16(a)
|
|
Severance Agreement between Judith O’Grady and the Company dated as of January 4, 2010 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)*
|
|
|
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10.16(b)
|
|
Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2011 (Incorporated by reference to Exhibit 10.17(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
|
|
|
|
10.16(c)
|
|
Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2012 (Incorporated by reference to Exhibit 10.16(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)*
|
|
|
|
10.17(a)
|
|
Employment Agreement, dated as of October 12, 2010, between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
|
|
|
|
10.17(b)
|
|
Amended and Restated Employment Agreement dated December 20, 2011 between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
|
|
|
|
10.18
|
|
Form of Notice of Stock Option Grant with Eight-Year Term for Peter J. Arduini (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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|
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|
10.19(a)
|
|
Lease Contract, dated April 1, 2005, between the Puerto Rico Industrial Development Company and Integra CI, Inc. (executed on September 15, 2006) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
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|
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10.19(b)
|
|
Amendment to Lease Contract dated as of November 2, 2011, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2011)
|
|
|
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10.19(c)
|
|
Termination of Amendment to Lease Contract, dated as of April 2, 2012, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
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|
|
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10.20
|
|
Restricted Units Agreement dated December 27, 1997 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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|
|
|
10.21
|
|
Stock Option Grant and Agreement pursuant to 1999 Stock Option Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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|
|
|
10.22
|
|
Stock Option Grant and Agreement pursuant to 2000 Equity Incentive Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
|
|
|
10.23(a)
|
|
Restricted Units Agreement dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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|
|
|
10.23(b)
|
|
Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Restricted Units Agreement dated as of December 22, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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|
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10.24
|
|
Stock Option Grant and Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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|
|
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10.25(a)
|
|
Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.25(b)
|
|
Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.25(c)
|
|
Amendment 2008-1, dated as of March 6, 2008, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.25(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.25(d)
|
|
Amendment 2011-1, dated as of May 17, 2011, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 24, 2004 (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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|
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10.26
|
|
Contract Stock/Units Agreement dated as of May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 23, 2011)*
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10.27
|
|
Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreements between the Company and Mr. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
|
|
|
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10.28
|
|
Form of Stock Option Grant and Agreement between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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|
|
10.29(a)
|
|
Form of Contract Stock/Restricted Units Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
|
|
|
|
10.29(b)
|
|
New Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Stuart M. Essig (Incorporated by reference to Exhibit 10.28(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.29(c)
|
|
Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreement betweeen the Company and Mr. Essig (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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|
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10.30
|
|
Form of Performance Stock Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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|
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10.31
|
|
Form of Restricted Stock Agreement for Stuart M. Essig for 2009 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 13, 2009)*
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10.32
|
|
New Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan (for 2011) Annual Equity Award for Stuart M. Essig) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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|
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10.33
|
|
Form of Notice of Grant of Stock Option and Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2005)*
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10.34
|
|
Form of Non-Qualified Stock Option Agreement (Non-Directors) (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
|
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|
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10.35
|
|
Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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|
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10.36
|
|
Form of Non-Qualified Stock Option Agreement (Directors) (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.37(a)
|
|
Compensation of Directors of the Company effective May 17, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2010)*
|
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|
|
10.37(b)
|
|
Compensation of Non-Employee Directors of the Company effective May 17, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2012)*
|
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|
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10.37(c)
|
|
Compensation of Non-Employee Directors of the Company effective May 22, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2012)*
|
|
|
|
10.38(a)
|
|
Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.38(b)
|
|
New Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan*+
|
|
|
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10.38(c)
|
|
Form of Restricted Stock Agreement for Executive Officers — Annual Vesting (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2009)*
|
|
|
|
10.38(d)
|
|
Form of Restricted Stock Agreement for Executive Officers – Annual Vesting (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.38(e)
|
|
New Form of Restricted Stock Agreement for Executive Officers – Annual Vesting*+
|
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|
|
10.38(f)
|
|
Form of Restricted Stock Agreement for Executive Officers – Cliff Vesting (Incorporated by reference to Exhibit 10.8 to the Company’s Quarter Report on Form 10-Q for the quarter ended March 31, 2009)*
|
|
|
|
10.38(g)
|
|
Form of Restricted Stock Agreement for Executive Officers – Cliff Vesting (Incorporated by reference to Exhibit 10.6 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.38(h)
|
|
New Form of Restricted Stock Agreement for Executive Officers – Cliff Vesting*+
|
|
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|
10.38(i)
|
|
Form of Restricted Stock Agreement for Mr. Henneman for 2008 and 2009 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
|
|
|
|
10.38(j)
|
|
Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan for Mr. Henneman (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
|
|
|
|
10.38(k)
|
|
Form of Option Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2008)*
|
|
|
|
10.38(l)
|
|
Form of Performance Stock Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.37(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
10.38(m)
|
|
Form of Contract Stock/Restricted Units Agreement (for Signing Grant) for Mr. Arduini (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
10.38(n)
|
|
Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Mr. Arduini (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
10.38(o)
|
|
Form of Non-Qualified Stock Option Agreement for Mr. Arduini (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
10.38(p)
|
|
Form of Restricted Stock Agreement for Mr. Henneman (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
10.38(q)
|
|
Form of Restricted Stock Agreement (Annual Vesting) for Mr. Henneman (Incorporated by reference to Exhibit 10.39(n) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011) *
|
|
|
|
10.39
|
|
Asset Purchase Agreement, dated as of September 7, 2005, by and between Tyco Healthcare Group LP and Sherwood Services, AG and Integra LifeSciences Corporation and Integra LifeSciences (Ireland) Limited (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2005)
|
|
|
|
10.40
|
|
Stock Purchase Agreement, dated as of April 19, 2006, by and between ASP/Miltex LLC and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2006)
|
|
|
|
10.41
|
|
Stock Agreement and Plan of Merger, dated as of June 30, 2006, by and between Integra LifeSciences Corporation, Integra California, Inc., Kinetikos Medical, Inc., Telegraph Hill Partners Management LLC, as Shareholders Representative, and the Shareholders party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2006)
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|
|
|
10.42
|
|
Amended and Restated Management Incentive Compensation Plan, as of January 1, 2008 (Incorporated by reference to Exhibit 10.43(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
10.43
|
|
Form of 2010 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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|
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10.44
|
|
Form of 2012 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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|
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10.45
|
|
Form of 2010 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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|
|
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10.46
|
|
Form of 2012 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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|
|
|
10.47
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.48
|
|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.49
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.50
|
|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.51
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
10.52
|
|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
10.53
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.54
|
|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.55
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.56
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.57
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.58
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.59
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.13 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.60
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.14 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.61
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.15 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.62
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.16 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
10.63
|
|
Unit Purchase Agreement, dated as of July 23, 2008, by and among Integra LifeSciences Holdings Corporation, Theken Spine LLC, Randall R. Theken and the other members of Theken Spine, LLC party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 24, 2008)
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|
|
|
10.64
|
|
Form of Indemnification Agreement for Non-Employee Directors and Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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|
|
|
10.65
|
|
Piggyback Registration Rights Agreement dated December 22, 2008 between Integra LifeSciences Holdings Corporation and George Heenan, Thomas Gilliam and Michael Evers, as trustees of The Bruce A. LeVahn 2008 Trust and Steven M. LeVahn (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2008)
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|
|
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10.66(a)
|
|
Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated May 15, 2008 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
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|
|
10.66(b)
|
|
First Amendment to Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated March 9, 2009 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
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|
|
|
18
|
|
Preferability Letter of Independent Public Accounting Firm dated July 31, 2012 (Incorporated by reference to Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
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21
|
|
Subsidiaries of the Company+
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23
|
|
Consent of Pricewaterhouse Coopers LLP+
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31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
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31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
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|
|
|
32.1
|
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
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|
|
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
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|
|
|
99.1
|
|
Letter, dated December 21, 2011, from the United States Food and Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 5, 2012)
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|
|
|
99.2
|
|
Food and Drug Administration Form FDA-483, dated July 30, 2012, relating to inspection of Plainsboro, NJ manufacturing facility (Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
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|
|
|
99.3
|
|
Letter, dated November 1, 2012, from the United States Food and Drug Administration to Integra NeuroSciences Ltd. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012)
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|
|
|
101.INS
|
|
XBRL Instance Document+#
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document+#
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document+#
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document+#
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|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document+#
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
+
|
Indicates this document is filed as an exhibit herewith.
|
#
|
The financial information of Integra LifeSciences Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 26, 2013 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) Parenthetical Data to the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements, is furnished electronically herewith.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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|
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By:
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/s/ Peter J. Arduini
|
|
Peter J. Arduini
|
|
President and Chief Executive Officer
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|
Signature
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|
Title
|
|
Date
|
|
|
|
|
|
/s/ Peter J.Arduini
|
|
President and Chief Executive Officer,
|
|
February 26, 2013
|
Peter J. Arduini
|
|
and Director (Principal Executive Officer)
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|
|
|
|
|
|
|
/s/ John B. Henneman, III
|
|
Corporate Vice President, Finance and
|
|
February 26, 2013
|
John B. Henneman, III
|
|
Administration, and Chief Financial Officer
(Principal Financial Officer)
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|
|
|
|
|
|
|
/s/ Jerry E. Corbin
|
|
Corporate Vice President and Corporate Controller
|
|
February 26, 2013
|
Jerry E. Corbin
|
|
(Principal Accounting Officer)
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|
|
|
|
|
|
|
/s/ Stuart M. Essig
|
|
Chairman of the Board
|
|
February 26, 2013
|
Stuart M. Essig
|
|
|
|
|
|
|
|
|
|
/s/ Richard E. Caruso, Ph.D.
|
|
Director
|
|
February 26, 2013
|
Richard E. Caruso, Ph.D.
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|
|
|
|
|
|
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|
|
/s/ Keith Bradley, Ph.D.
|
|
Director
|
|
February 26, 2013
|
Keith Bradley, Ph.D.
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|
|
|
|
|
|
|
|
|
/s/ Neal Moszkowski
|
|
Director
|
|
February 26, 2013
|
Neal Moszkowski
|
|
|
|
|
|
|
|
|
|
/s/ Raymond G. Murphy
|
|
Director
|
|
February 26, 2013
|
Raymond G. Murphy
|
|
|
|
|
|
|
|
|
|
/s/ Christian Schade
|
|
Director
|
|
February 26, 2013
|
Christian Schade
|
|
|
|
|
|
|
|
|
|
/s/ James M. Sullivan
|
|
Director
|
|
February 26, 2013
|
James M. Sullivan
|
|
|
|
|
|
|
|
|
|
/s/ Anne M. VanLent
|
|
Director
|
|
February 26, 2013
|
Anne M. VanLent
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Total revenue, net
|
$
|
830,871
|
|
|
$
|
780,078
|
|
|
$
|
732,068
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of goods sold
|
314,427
|
|
|
299,150
|
|
|
268,188
|
|
|||
Research and development
|
51,012
|
|
|
51,451
|
|
|
48,114
|
|
|||
Selling, general and administrative
|
373,114
|
|
|
358,132
|
|
|
305,055
|
|
|||
Intangible asset amortization
|
18,536
|
|
|
16,433
|
|
|
12,017
|
|
|||
Total costs and expenses
|
757,089
|
|
|
725,166
|
|
|
633,374
|
|
|||
Operating income
|
73,782
|
|
|
54,912
|
|
|
98,694
|
|
|||
Interest income
|
1,205
|
|
|
465
|
|
|
225
|
|
|||
Interest expense
|
(22,237
|
)
|
|
(27,640
|
)
|
|
(18,356
|
)
|
|||
Other income (expense), net
|
(721
|
)
|
|
757
|
|
|
1,551
|
|
|||
Income before income taxes
|
52,029
|
|
|
28,494
|
|
|
82,114
|
|
|||
Provision for income taxes
|
10,825
|
|
|
505
|
|
|
16,445
|
|
|||
Net income
|
$
|
41,204
|
|
|
$
|
27,989
|
|
|
$
|
65,669
|
|
Basic net income per common share
|
$
|
1.46
|
|
|
$
|
0.97
|
|
|
$
|
2.21
|
|
Diluted net income per common share
|
$
|
1.44
|
|
|
$
|
0.95
|
|
|
$
|
2.17
|
|
Weighted average common shares outstanding (See Note 11):
|
|
|
|
|
|
||||||
Basic
|
28,232
|
|
|
28,952
|
|
|
29,548
|
|
|||
Diluted
|
28,516
|
|
|
29,495
|
|
|
30,149
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
41,204
|
|
|
$
|
27,989
|
|
|
$
|
65,669
|
|
Other comprehensive income, before tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
5,224
|
|
|
(5,624
|
)
|
|
(10,616
|
)
|
|||
Unrealized gain/(loss) on derivatives
|
|
|
|
|
|
||||||
Unrealized derivative gains/(losses) arising during period
|
(2,062
|
)
|
|
(6,306
|
)
|
|
2,486
|
|
|||
Less: Reclassification adjustments for gains/(losses) included in net income
|
(2,210
|
)
|
|
(2,269
|
)
|
|
2,782
|
|
|||
Unrealized gain/(loss) on derivatives
|
148
|
|
|
(4,037
|
)
|
|
(296
|
)
|
|||
Defined benefit pension plan
|
|
|
|
|
|
||||||
Net gain/(loss) arising during period
|
(1,313
|
)
|
|
861
|
|
|
329
|
|
|||
Defined benefit pension plan
|
(1,313
|
)
|
|
861
|
|
|
329
|
|
|||
Total other comprehensive income (loss), before tax
|
4,059
|
|
|
(8,800
|
)
|
|
(10,583
|
)
|
|||
Income tax (expense) benefit related to items in other comprehensive income
|
237
|
|
|
1,502
|
|
|
(117
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
4,296
|
|
|
(7,298
|
)
|
|
(10,700
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income, net of tax
|
$
|
45,500
|
|
|
$
|
20,691
|
|
|
$
|
54,969
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
96,938
|
|
|
$
|
100,808
|
|
Trade accounts receivable, net of allowances of $7,221 and $6,978
|
114,916
|
|
|
118,129
|
|
||
Inventories, net
|
171,806
|
|
|
171,261
|
|
||
Deferred tax assets
|
39,100
|
|
|
36,155
|
|
||
Prepaid expenses and other current assets
|
30,291
|
|
|
25,904
|
|
||
Total current assets
|
453,051
|
|
|
452,257
|
|
||
Property, plant and equipment, net
|
177,898
|
|
|
131,383
|
|
||
Intangible assets, net
|
212,267
|
|
|
237,122
|
|
||
Goodwill
|
294,067
|
|
|
292,980
|
|
||
Deferred tax assets
|
15,957
|
|
|
17,239
|
|
||
Other assets
|
10,359
|
|
|
13,128
|
|
||
Total assets
|
$
|
1,163,599
|
|
|
$
|
1,144,109
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, trade
|
$
|
36,742
|
|
|
$
|
27,656
|
|
Deferred revenue
|
3,505
|
|
|
4,543
|
|
||
Accrued compensation
|
34,914
|
|
|
28,010
|
|
||
Accrued expenses and other current liabilities
|
31,768
|
|
|
41,659
|
|
||
Total current liabilities
|
106,929
|
|
|
101,868
|
|
||
Long-term borrowings under senior credit facility
|
321,875
|
|
|
179,688
|
|
||
Long-term convertible securities
|
197,672
|
|
|
352,576
|
|
||
Deferred tax liabilities
|
5,393
|
|
|
5,726
|
|
||
Other liabilities
|
13,955
|
|
|
11,613
|
|
||
Total liabilities
|
$
|
645,824
|
|
|
$
|
651,471
|
|
Commitments and contingencies
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Preferred Stock; no par value; 15,000 authorized shares; none outstanding
|
|
|
|
|
|
||
Common stock; $0.01 par value; 60,000 authorized shares; 36,852 and 35,734 issued at December 31, 2012 and 2011, respectively
|
369
|
|
|
357
|
|
||
Additional paid-in capital
|
587,301
|
|
|
607,676
|
|
||
Treasury stock, at cost; 8,903 shares at December 31, 2012 and 2011, respectively
|
(367,121
|
)
|
|
(367,121
|
)
|
||
Accumulated other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
(1,270
|
)
|
|
(6,494
|
)
|
||
Pension liability adjustment, net of tax
|
(1,154
|
)
|
|
(131
|
)
|
||
Unrealized (loss) gain on derivatives, net of tax
|
(2,373
|
)
|
|
(2,468
|
)
|
||
Retained earnings
|
302,023
|
|
|
260,819
|
|
||
Total stockholders’ equity
|
517,775
|
|
|
492,638
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,163,599
|
|
|
$
|
1,144,109
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
41,204
|
|
|
$
|
27,989
|
|
|
$
|
65,669
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
52,611
|
|
|
50,172
|
|
|
39,172
|
|
|||
Deferred income tax provision (benefit)
|
1,537
|
|
|
1,156
|
|
|
4,128
|
|
|||
Share-based compensation
|
9,051
|
|
|
26,805
|
|
|
17,209
|
|
|||
Amortization of debt issuance costs
|
2,725
|
|
|
3,387
|
|
|
1,490
|
|
|||
Non-cash interest expense
|
8,520
|
|
|
10,591
|
|
|
7,125
|
|
|||
Payment of accreted interest
|
(30,617
|
)
|
|
—
|
|
|
(6,599
|
)
|
|||
Loss on disposal of property and equipment
|
1,312
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
(3,634
|
)
|
|
(848
|
)
|
|
(3,580
|
)
|
|||
Other, net
|
|
|
164
|
|
|
(3
|
)
|
||||
Changes in assets and liabilities, net of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
3,783
|
|
|
(1,878
|
)
|
|
(3,783
|
)
|
|||
Inventories
|
(711
|
)
|
|
1,702
|
|
|
(7,374
|
)
|
|||
Prepaid expenses and other current assets
|
(3,067
|
)
|
|
(395
|
)
|
|
(6,452
|
)
|
|||
Other non-current assets
|
(938
|
)
|
|
375
|
|
|
(179
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
(21,071
|
)
|
|
(11,842
|
)
|
|
6,736
|
|
|||
Deferred revenue
|
(1,051
|
)
|
|
104
|
|
|
(457
|
)
|
|||
Other non-current liabilities
|
(939
|
)
|
|
(3,154
|
)
|
|
(7,531
|
)
|
|||
Net cash provided by operating activities
|
$
|
58,715
|
|
|
$
|
104,328
|
|
|
$
|
105,571
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash used in business acquisitions, net of cash acquired
|
(7,278
|
)
|
|
(151,951
|
)
|
|
(5,178
|
)
|
|||
Purchases of property and equipment
|
(69,031
|
)
|
|
(38,425
|
)
|
|
(37,138
|
)
|
|||
Purchases of short-term investments
|
(67,907
|
)
|
|
—
|
|
|
—
|
|
|||
Maturities of short-term investments
|
64,940
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
$
|
(79,276
|
)
|
|
$
|
(190,376
|
)
|
|
$
|
(42,316
|
)
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings under senior credit facility
|
155,000
|
|
|
145,000
|
|
|
105,000
|
|
|||
Repayments under senior credit facility
|
(12,812
|
)
|
|
(213,437
|
)
|
|
(16,875
|
)
|
|||
Proceeds from liability component of convertible notes
|
—
|
|
|
186,830
|
|
|
—
|
|
|||
Proceeds from equity component of convertible notes
|
—
|
|
|
43,170
|
|
|
—
|
|
|||
Proceeds from sale of stock purchase warrants
|
—
|
|
|
28,451
|
|
|
—
|
|
|||
Purchase of option hedge on convertible notes
|
—
|
|
|
(42,895
|
)
|
|
—
|
|
|||
Payment of liability component of convertible notes
|
(134,383
|
)
|
|
—
|
|
|
(71,351
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(8,064
|
)
|
|
(6,796
|
)
|
|||
Purchases of treasury stock
|
—
|
|
|
(83,463
|
)
|
|
(31,278
|
)
|
|||
Proceeds from exercised stock options
|
696
|
|
|
3,697
|
|
|
16,146
|
|
|||
Excess tax benefits from stock-based compensation arrangements
|
3,634
|
|
|
848
|
|
|
3,580
|
|
|||
Net cash provided by (used in) financing activities
|
$
|
12,135
|
|
|
$
|
60,137
|
|
|
$
|
(1,574
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
4,556
|
|
|
(2,044
|
)
|
|
(4,809
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(3,870
|
)
|
|
(27,955
|
)
|
|
56,872
|
|
|||
Cash and cash equivalents at beginning of period
|
100,808
|
|
|
128,763
|
|
|
71,891
|
|
|||
Cash and cash equivalents at end of period
|
$
|
96,938
|
|
|
$
|
100,808
|
|
|
$
|
128,763
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Total Equity
|
||||||||||||||||||
Shares
|
|
Amount
|
Shares
|
|
Amount
|
||||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
Balance, December 31, 2009
|
34,740
|
|
$
|
347
|
|
|
(6,136)
|
|
$
|
(252,380
|
)
|
|
$
|
520,852
|
|
|
$
|
8,905
|
|
|
$
|
167,161
|
|
|
$
|
444,885
|
|
||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
65,669
|
|
|
65,669
|
|
||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(10,700
|
)
|
|
|
|
(10,700
|
)
|
||||||||||||
Issuance of common stock through employee benefit plans
|
787
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
10,610
|
|
|
—
|
|
|
—
|
|
|
10,618
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,769
|
|
|
—
|
|
|
—
|
|
|
20,769
|
|
||||||
Repurchase of common stock
|
|
|
|
|
(858
|
)
|
|
(31,278
|
)
|
|
|
|
|
|
|
|
(31,278
|
)
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2010
|
35,527
|
|
|
$
|
355
|
|
|
(6,994
|
)
|
|
$
|
(283,658
|
)
|
|
$
|
552,231
|
|
|
$
|
(1,795
|
)
|
|
$
|
232,830
|
|
|
$
|
499,963
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
27,989
|
|
|
27,989
|
|
|||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(7,298
|
)
|
|
|
|
(7,298
|
)
|
||||||||||||
Proceeds from equity component on convertible notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,170
|
|
|
—
|
|
|
—
|
|
|
43,170
|
|
||||||
Proceeds from sale of stock purchase warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,451
|
|
|
—
|
|
|
—
|
|
|
28,451
|
|
||||||
Purchase of option hedge on convertible notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,895
|
)
|
|
—
|
|
|
—
|
|
|
(42,895
|
)
|
||||||
Equity portion of convertible notes issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,334
|
)
|
|
—
|
|
|
—
|
|
|
(1,334
|
)
|
||||||
Issuance of common stock through employee benefit plans
|
207
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
—
|
|
|
376
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,679
|
|
|
—
|
|
|
—
|
|
|
27,679
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(1,909
|
)
|
|
(83,463
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,463
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2011
|
35,734
|
|
|
$
|
357
|
|
|
(8,903
|
)
|
|
$
|
(367,121
|
)
|
|
$
|
607,676
|
|
|
$
|
(9,093
|
)
|
|
$
|
260,819
|
|
|
$
|
492,638
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,204
|
|
|
41,204
|
|
||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
4,296
|
|
|
|
|
4,296
|
|
||||||||||||
Issuance of common stock through employee benefit plans
|
9
|
|
|
1
|
|
|
|
|
|
|
250
|
|
|
|
|
|
|
251
|
|
||||||||||
Share-based compensation
|
1,109
|
|
|
11
|
|
|
|
|
|
|
(20,625
|
)
|
|
|
|
|
|
(20,614
|
)
|
||||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2012
|
36,852
|
|
|
$
|
369
|
|
|
(8,903
|
)
|
|
$
|
(367,121
|
)
|
|
$
|
587,301
|
|
|
$
|
(4,797
|
)
|
|
$
|
302,023
|
|
|
$
|
517,775
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Finished goods
|
$
|
102,401
|
|
|
$
|
106,972
|
|
Work in process
|
39,944
|
|
|
36,070
|
|
||
Raw materials
|
29,461
|
|
|
28,219
|
|
||
Total inventories, net
|
$
|
171,806
|
|
|
$
|
171,261
|
|
|
December 31,
|
|
|
||||||
|
2012
|
|
2011
|
|
Useful Lives
|
||||
|
(In thousands)
|
|
|
||||||
Land
|
$
|
2,768
|
|
|
$
|
2,709
|
|
|
|
Buildings and building improvements
|
7,908
|
|
|
7,376
|
|
|
5-40 years
|
||
Leasehold improvements
|
46,240
|
|
|
38,030
|
|
|
1-20 years
|
||
Machinery and production equipment
|
122,556
|
|
|
98,731
|
|
|
3-20 years
|
||
Furniture, fixtures, office equipment and information systems
|
57,837
|
|
|
52,363
|
|
|
1-15 years
|
||
Construction-in-progress
|
79,639
|
|
|
52,965
|
|
|
|
||
Total
|
316,948
|
|
|
252,174
|
|
|
|
||
Less: Accumulated depreciation
|
(139,050
|
)
|
|
(120,791
|
)
|
|
|
||
Property, plant and equipment, net
|
$
|
177,898
|
|
|
$
|
131,383
|
|
|
|
|
U.S.
Neurosurgery
|
|
U.S.
Instruments
|
|
U.S.
Extremities
|
|
U.S.
Spine
and
Other
|
|
International
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Goodwill, gross
|
$
|
93,913
|
|
|
$
|
57,270
|
|
|
$
|
60,544
|
|
|
$
|
55,693
|
|
|
$
|
25,560
|
|
|
$
|
292,980
|
|
Accumulated impairment losses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill at December 31, 2011
|
$
|
93,913
|
|
|
$
|
57,270
|
|
|
$
|
60,544
|
|
|
$
|
55,693
|
|
|
$
|
25,560
|
|
|
$
|
292,980
|
|
SeaSpine, Inc. working capital adjustment
|
|
|
|
|
|
|
289
|
|
|
|
|
289
|
|
||||||||||
Ascension Orthopedics, Inc. working capital adjustment and other
|
|
|
|
|
(448
|
)
|
|
|
|
|
|
(448
|
)
|
||||||||||
Foreign currency translation
|
399
|
|
|
244
|
|
|
257
|
|
|
237
|
|
|
109
|
|
|
1,246
|
|
||||||
Balance, December 31, 2012
|
$
|
94,312
|
|
|
$
|
57,514
|
|
|
$
|
60,353
|
|
|
$
|
56,219
|
|
|
$
|
25,669
|
|
|
$
|
294,067
|
|
|
Weighted
Average
Life
|
|
December 31, 2012
|
|
Weighted
Average
Life
|
|
December 31, 2011
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|||||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||||
Completed technology
|
12 years
|
|
$
|
75,692
|
|
|
$
|
(38,402
|
)
|
|
$
|
37,290
|
|
|
11 years
|
|
$
|
75,990
|
|
|
$
|
(32,157
|
)
|
|
$
|
43,833
|
|
Customer relationships
|
12 years
|
|
147,690
|
|
|
(70,005
|
)
|
|
77,685
|
|
|
11 years
|
|
147,230
|
|
|
(57,348
|
)
|
|
89,882
|
|
||||||
Trademarks/brand names
|
30 years
|
|
33,807
|
|
|
(15,034
|
)
|
|
18,773
|
|
|
32 years
|
|
33,669
|
|
|
(10,897
|
)
|
|
22,772
|
|
||||||
Trademarks/brand names
|
Indefinite
|
|
48,484
|
|
|
—
|
|
|
48,484
|
|
|
Indefinite
|
|
48,484
|
|
|
—
|
|
|
48,484
|
|
||||||
Supplier relationships
|
27 years
|
|
34,721
|
|
|
(7,817
|
)
|
|
26,904
|
|
|
26 years
|
|
33,810
|
|
|
(5,389
|
)
|
|
28,421
|
|
||||||
All other
(1)
|
4 years
|
|
4,519
|
|
|
(1,388
|
)
|
|
3,131
|
|
|
6 years
|
|
11,434
|
|
|
(7,704
|
)
|
|
3,730
|
|
||||||
|
|
|
$
|
344,913
|
|
|
$
|
(132,646
|
)
|
|
$
|
212,267
|
|
|
|
|
$
|
350,617
|
|
|
$
|
(113,495
|
)
|
|
$
|
237,122
|
|
(1)
|
At December 31, 2012 and 2011, all other included in-process research and development of
$1.7 million
, which was indefinite lived. Additionally, the change in the cost and amortization of "All Other" reflects the write off of fully amortized assets.
|
|
Final
Purchase Price
Allocation
|
|
|
||
|
(Dollars in thousands)
|
|
|
||
Cash
|
$
|
627
|
|
|
|
Inventory
|
12,760
|
|
|
|
|
Accounts receivable
|
2,917
|
|
|
|
|
Other current assets
|
2,398
|
|
|
|
|
Property, plant and equipment
|
4,649
|
|
|
|
|
Other long-term assets
|
70
|
|
|
|
|
Deferred tax asset — long term
|
12,543
|
|
|
|
|
Intangible assets:
|
|
|
Wtd. Avg. Life:
|
||
Technology
|
7,885
|
|
|
10 years
|
|
Customer relationships
|
5,750
|
|
|
12 years
|
|
In-process research and development
|
1,739
|
|
|
Indefinite
|
|
Supplier relationship
|
4,510
|
|
|
10 years
|
|
Trade name
|
560
|
|
|
1 year
|
|
Goodwill
|
15,460
|
|
|
|
|
Total assets acquired
|
71,868
|
|
|
|
|
Accounts payable and other liabilities
|
5,827
|
|
|
|
|
Net assets acquired
|
$
|
66,041
|
|
|
|
|
Final
Purchase Price
Allocation
|
|
|
||
|
(Dollars in thousands)
|
|
|
||
Cash
|
$
|
201
|
|
|
|
Inventory
|
14,900
|
|
|
|
|
Accounts receivable
|
7,608
|
|
|
|
|
Other current assets
|
623
|
|
|
|
|
Property, plant and equipment
|
9,177
|
|
|
|
|
Deferred tax asset—long term
|
302
|
|
|
|
|
Intangible assets:
|
|
|
Wtd. Avg. Life:
|
||
Technology
|
3,000
|
|
|
8 years
|
|
Customer relationships
|
41,200
|
|
|
13 years
|
|
Non-compete agreements
|
1,900
|
|
|
4 years
|
|
Trade name
|
300
|
|
|
1 year
|
|
Goodwill
|
14,572
|
|
|
|
|
Total assets acquired
|
93,783
|
|
|
|
|
Accounts payable and other liabilities
|
5,108
|
|
|
|
|
Net assets acquired
|
$
|
88,675
|
|
|
|
|
Final Purchase Price
Allocation
|
|
|
||
|
(Dollars in thousands)
|
|
|
||
Inventory
|
$
|
878
|
|
|
|
Property, plant and equipment
|
319
|
|
|
Wtd. Avg. Life:
|
|
Intangible assets - Customer relationships
|
373
|
|
|
12 years
|
|
Total net assets acquired
|
$
|
1,570
|
|
|
|
|
Final Purchase Price
Allocation
|
|
|
||
|
(Dollars in thousands)
|
|
|
||
Accounts receivable
|
$
|
518
|
|
|
|
Inventory
|
138
|
|
|
|
|
Property, plant and equipment
|
280
|
|
|
|
|
Intangible assets
|
|
|
Wtd. Avg. Life:
|
||
Customer relationships
|
490
|
|
|
15 years
|
|
Technology
|
263
|
|
|
6 years
|
|
In-Process research and development
|
312
|
|
|
Indefinite
|
|
Goodwill
|
601
|
|
|
|
|
Total net assets acquired
|
$
|
2,602
|
|
|
|
|
Year Ended
|
||
|
December 31,
2011 |
||
|
(In thousands except per share amounts)
|
||
Total Revenue
|
$
|
811,933
|
|
Net income
|
$
|
23,236
|
|
Net income per share:
|
|
||
Basic
|
$
|
0.80
|
|
Diluted
|
$
|
0.79
|
|
i.
|
increased the revolving credit component from
$450 million
to
$600 million
and eliminated the
$150 million
term loan component that existed under the original amended and restated credit agreement;
|
ii.
|
allows the Company to further increase the size of the revolving credit component by an aggregate of
$200 million
with additional commitments;
|
iii.
|
provides the Company with decreased borrowing rates and annual commitment fees, and provides more favorable financial covenants; and
|
iv.
|
extended the maturity date from
August 10, 2015
to
June 8, 2016
.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
2016 Notes:
|
|
|
|
|
|
||||||
Amortization of the discount on the liability component (1)
|
$
|
5,993
|
|
|
$
|
3,740
|
|
|
$
|
—
|
|
Cash interest related to the contractual interest coupon (2)
|
3,154
|
|
|
2,024
|
|
|
—
|
|
|||
Total
|
$
|
9,147
|
|
|
$
|
5,764
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
2012 Notes:
|
|
|
|
|
|
||||||
Amortization of the discount on the liability component (1)
|
$
|
2,527
|
|
|
$
|
6,850
|
|
|
$
|
6,401
|
|
Cash interest related to the contractual interest coupon (2)
|
1,378
|
|
|
3,919
|
|
|
3,919
|
|
|||
Total
|
$
|
3,905
|
|
|
$
|
10,769
|
|
|
$
|
10,320
|
|
|
|
|
|
|
|
||||||
2010 Notes:
|
|
|
|
|
|
||||||
Amortization of the discount on the liability component
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,190
|
|
Cash interest related to the contractual interest coupon
|
—
|
|
|
—
|
|
|
830
|
|
|||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,020
|
|
(1)
|
In 2012, the amortization of the discount on the liability component of the 2016 and 2012 Notes are presented net of capitalized interest of
$1.1 million
and
$0.5 million
, respectively.
|
(2)
|
In 2012, the cash interest related to the contractual interest coupon on the 2016 and 2012 Notes are presented net of capitalized interest of
$0.6 million
and
$0.3 million
.
|
|
Fair Value as of
|
|
Notional Amount as of
|
||||||||||||
Location on Balance Sheet
(1)
:
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2011 |
||||||||
|
(In thousands)
|
||||||||||||||
Derivatives designated as hedges — Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap — Accrued expenses and other current liabilities
(2)
|
$
|
1,888
|
|
|
$
|
1,634
|
|
|
|
|
|
||||
Foreign currency forward contracts — Accrued expenses and other current liabilities
|
—
|
|
|
108
|
|
|
$
|
—
|
|
|
$
|
1,597
|
|
||
Interest rate swap — Other liabilities
(2)
|
2,238
|
|
|
2,458
|
|
|
|
|
|
||||||
Total Derivatives designated as hedges — Liabilities
|
$
|
4,126
|
|
|
$
|
4,200
|
|
|
|
|
|
(1)
|
The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.
|
(2)
|
At
December 31, 2012
and
December 31, 2011
, the notional amount related to the Company’s sole interest rate swap was
$127.5 million
and
$139.7 million
, respectively. In the next twelve months, the Company expects to reduce the notional amount by
$15.0 million
.
|
|
Balance in AOCI
Beginning of
Year
|
|
Amount of
Gain (Loss)
Recognized in
AOCI-
(Effective Portion)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into
Earnings-(Effective
Portion)
|
|
Balance in AOCI
End of Year
|
|
Location in
Statements of
Operations
|
||||||||
|
(In thousands)
|
||||||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
(216
|
)
|
|
$
|
(127
|
)
|
|
$
|
(309
|
)
|
|
$
|
(34
|
)
|
|
Costs of goods sold
|
Interest rate swap
|
(4,091
|
)
|
|
(1,935
|
)
|
|
(1,901
|
)
|
|
(4,125
|
)
|
|
Interest (expense)
|
||||
|
$
|
(4,307
|
)
|
|
$
|
(2,062
|
)
|
|
$
|
(2,210
|
)
|
|
$
|
(4,159
|
)
|
|
|
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
Costs of goods sold
|
Interest rate swap
|
(270
|
)
|
|
(6,090
|
)
|
|
(2,269
|
)
|
|
(4,091
|
)
|
|
Interest (expense)
|
||||
|
$
|
(270
|
)
|
|
$
|
(6,306
|
)
|
|
$
|
(2,269
|
)
|
|
$
|
(4,307
|
)
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
2012
|
|
2011
|
||||||||||
|
$
|
|
# of Shares
|
|
$
|
|
# of Shares
|
||||||
|
(In thousands)
|
||||||||||||
Shares repurchased in the open market in connection with the 2010 Authorization
|
$
|
—
|
|
|
—
|
|
|
$
|
45,893
|
|
|
1,104
|
|
Shares repurchased in connection with the issuance of the 2016 Notes
|
—
|
|
|
—
|
|
|
37,570
|
|
|
805
|
|
||
Total
|
—
|
|
|
—
|
|
|
$
|
83,463
|
|
|
1,909
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Selling, general and administrative
|
$
|
8,646
|
|
|
$
|
26,310
|
|
|
$
|
16,694
|
|
Research and development
|
335
|
|
|
404
|
|
|
426
|
|
|||
Cost of goods sold
|
70
|
|
|
91
|
|
|
89
|
|
|||
Total employee stock-based compensation expense
|
9,051
|
|
|
26,805
|
|
|
17,209
|
|
|||
Total tax benefit related to employees stock-based compensation expense
|
3,532
|
|
|
10,468
|
|
|
7,006
|
|
|||
Net effect on net income
|
$
|
5,519
|
|
|
$
|
16,337
|
|
|
$
|
10,203
|
|
|
Years Ended December 31,
|
||||
|
2012
|
|
2011
|
|
2010
|
Dividend yield
|
0%
|
|
0%
|
|
0%
|
Expected volatility
|
30%
|
|
28%
|
|
30%
|
Risk free interest rate
|
1.33%
|
|
2.47%
|
|
2.82%
|
Expected life of option from grant date
|
8 years
|
|
8 years
|
|
8 years
|
|
|
|
Weighted Average Exercise Price
|
|
Weighted Average Contractual Term in Years
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
||||||||
|
Shares
|
|
|
|
||||||||
Stock Options
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Outstanding at December 31, 2011
|
1,483
|
|
|
$
|
38.68
|
|
|
|
|
|
||
Granted
|
254
|
|
|
32.26
|
|
|
|
|
|
|||
Exercised
|
(13
|
)
|
|
35.76
|
|
|
|
|
|
|||
Forfeited or Expired
|
(15
|
)
|
|
37.49
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
1,709
|
|
|
$
|
37.76
|
|
|
4.0 years
|
|
$
|
5,874
|
|
Vested or expected to vest at December 31, 2012
|
1,709
|
|
|
$
|
37.76
|
|
|
4.0 years
|
|
$
|
5,874
|
|
Exercisable at December 31, 2012
|
1,465
|
|
|
$
|
38.68
|
|
|
3.5 years
|
|
$
|
4,222
|
|
|
|
|
|
|
Performance Stock and Contract Stock Awards
|
||||||||
|
Restricted Stock Awards
|
|
|||||||||||
|
Shares
|
|
Wtd. Avg Grant Date Fair Value Per Share
|
|
Shares
|
|
Wtd. Avg Grant Date Fair Value Per Share
|
||||||
|
|
|
|
||||||||||
|
|
|
|
||||||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Unvested, December 31, 2011
|
305
|
|
|
$
|
38.37
|
|
|
144
|
|
|
$
|
29.15
|
|
Granted
|
243
|
|
|
35.44
|
|
|
60
|
|
|
34.64
|
|
||
Cancellations
|
(31
|
)
|
|
36.40
|
|
|
—
|
|
|
—
|
|
||
Released
|
(171
|
)
|
|
35.72
|
|
|
(5
|
)
|
|
38.33
|
|
||
Unvested, December 31, 2012
|
346
|
|
|
$
|
37.80
|
|
|
199
|
|
|
$
|
30.49
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
93
|
|
Interest cost
|
582
|
|
|
650
|
|
|
645
|
|
|||
Expected return on plan assets
|
(392
|
)
|
|
(589
|
)
|
|
(515
|
)
|
|||
Recognized net actuarial loss
|
—
|
|
|
—
|
|
|
86
|
|
|||
Net period benefit cost
|
$
|
190
|
|
|
$
|
87
|
|
|
$
|
309
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
4.2
|
%
|
|
4.7
|
%
|
|
5.4
|
%
|
Expected return on plan assets
|
3.0
|
%
|
|
2.9
|
%
|
|
5.2
|
%
|
Rate of compensation increase
|
0.0
|
%
|
|
0.0
|
%
|
|
3.4
|
%
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION
|
|
|
|
||||
Projected benefit obligation, beginning of year
|
$
|
12,556
|
|
|
$
|
12,042
|
|
Service cost
|
—
|
|
|
26
|
|
||
Interest cost
|
582
|
|
|
650
|
|
||
Participant contributions
|
—
|
|
|
5
|
|
||
Benefits paid
|
(604
|
)
|
|
(688
|
)
|
||
Actuarial loss (gain)
|
807
|
|
|
610
|
|
||
Curtailment gain
|
—
|
|
|
(116
|
)
|
||
Effect of foreign currency exchange rates
|
577
|
|
|
27
|
|
||
Projected benefit obligation, end of year
|
$
|
13,918
|
|
|
$
|
12,556
|
|
CHANGE IN PLAN ASSETS
|
|
|
|
||||
Plan assets at fair value, beginning of year
|
$
|
13,226
|
|
|
$
|
10,834
|
|
Actual return on plan assets
|
41
|
|
|
1,970
|
|
||
Employer contributions
|
797
|
|
|
1,115
|
|
||
Participant contributions
|
—
|
|
|
11
|
|
||
Benefits paid
|
(591
|
)
|
|
(678
|
)
|
||
Effect of foreign currency exchange rates
|
607
|
|
|
(26
|
)
|
||
Plan assets at fair value, end of year
|
$
|
14,080
|
|
|
$
|
13,226
|
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
RECONCILIATION OF FUNDED STATUS
|
|
|
|
||||
Funded status, projected benefit obligation in excess of (less than) plan assets
|
$
|
162
|
|
|
$
|
670
|
|
Unrecognized net actuarial loss
|
1,512
|
|
|
199
|
|
||
Accumulated other comprehensive loss
|
(1,512
|
)
|
|
(199
|
)
|
||
Amounts recognized
|
$
|
162
|
|
|
$
|
670
|
|
|
December 31,
|
||||
|
2012
|
|
2011
|
||
Equity securities
|
0
|
%
|
|
0
|
%
|
Corporate bonds
|
0
|
%
|
|
0
|
%
|
Government bonds
|
99
|
%
|
|
97
|
%
|
Cash
|
1
|
%
|
|
3
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Fair Value Measurements at December 31, 2012:
|
||||||||||||||
Manager/Fund
|
Asset Category
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Bank account
|
Cash
|
$
|
195
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Legal & General Index-Linked Gilts Index (various tenors)
(a)
|
Index-linked government bonds
|
11,909
|
|
|
—
|
|
|
11,909
|
|
|
—
|
|
||||
Legal & General Over 15 Years Gilts Index
(b)
|
Government bonds
|
1,976
|
|
|
—
|
|
|
1,976
|
|
|
—
|
|
||||
Total
|
|
$
|
14,080
|
|
|
$
|
195
|
|
|
$
|
13,885
|
|
|
$
|
—
|
|
(a)
|
This category represents funds consisting of index-linked gilts and is designated to follow a benchmark index.
|
(b)
|
This category represents funds consisting of gilts and is designated to follow a benchmark index.
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousand)
|
||||||||||
United States operations
|
$
|
25,293
|
|
|
$
|
1,507
|
|
|
$
|
37,026
|
|
Foreign operations
|
26,736
|
|
|
26,987
|
|
|
45,088
|
|
|||
Total
|
$
|
52,029
|
|
|
$
|
28,494
|
|
|
$
|
82,114
|
|
|
Years Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|||
State income taxes, net of federal tax benefit
|
2.8
|
%
|
|
6.0
|
%
|
|
2.6
|
%
|
Foreign operations
|
(14.9
|
)%
|
|
(18.1
|
)%
|
|
(10.3
|
)%
|
Incentive stock option expense
|
—
|
%
|
|
—
|
%
|
|
(0.3
|
)%
|
Changes in valuation allowances
|
(0.4
|
)%
|
|
(14.0
|
)%
|
|
1.7
|
%
|
Uncertain tax positions
|
(2.5
|
)%
|
|
(5.8
|
)%
|
|
(4.6
|
)%
|
Other
|
0.8
|
%
|
|
(1.3
|
)%
|
|
(4.1
|
)%
|
Effective tax rate
|
20.8
|
%
|
|
1.8
|
%
|
|
20.0
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
3,614
|
|
|
$
|
(934
|
)
|
|
$
|
2,686
|
|
State
|
1,373
|
|
|
(1,530
|
)
|
|
1,136
|
|
|||
Foreign
|
4,301
|
|
|
1,813
|
|
|
8,495
|
|
|||
Total current
|
$
|
9,288
|
|
|
$
|
(651
|
)
|
|
$
|
12,317
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
4,053
|
|
|
1,078
|
|
|
2,522
|
|
|||
State
|
497
|
|
|
2,236
|
|
|
835
|
|
|||
Foreign
|
(3,013
|
)
|
|
(2,158
|
)
|
|
771
|
|
|||
Total deferred
|
$
|
1,537
|
|
|
$
|
1,156
|
|
|
$
|
4,128
|
|
Provision for income taxes
|
$
|
10,825
|
|
|
$
|
505
|
|
|
$
|
16,445
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
||||
Doubtful accounts
|
$
|
1,829
|
|
|
$
|
1,822
|
|
Inventory write-downs
|
26,549
|
|
|
24,695
|
|
||
Tax credits
|
3,275
|
|
|
2,865
|
|
||
Accrued vacation
|
2,335
|
|
|
2,163
|
|
||
Accrued bonus
|
4,111
|
|
|
2,330
|
|
||
Other
|
4,095
|
|
|
3,132
|
|
||
Total current deferred tax assets
|
42,194
|
|
|
37,007
|
|
||
Less valuation allowance
|
(2,922
|
)
|
|
(702
|
)
|
||
Current deferred tax assets after valuation allowance
|
$
|
39,272
|
|
|
$
|
36,305
|
|
Current liabilities:
|
|
|
|
||||
Other
|
(314
|
)
|
|
(179
|
)
|
||
Total current deferred tax liabilities
|
$
|
(314
|
)
|
|
$
|
(179
|
)
|
Net current deferred tax assets
|
$
|
38,958
|
|
|
$
|
36,126
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Non-current assets:
|
|
|
|
||||
Benefit and compensation
|
$
|
(500
|
)
|
|
$
|
8,991
|
|
Stock compensation
|
12,730
|
|
|
28,659
|
|
||
Deferred revenue
|
162
|
|
|
148
|
|
||
Net operating loss carryforwards
|
36,037
|
|
|
48,251
|
|
||
Financing costs
|
—
|
|
|
1,472
|
|
||
Federal & state tax credits
|
19,851
|
|
|
1,333
|
|
||
Other
|
—
|
|
|
—
|
|
||
Total non-current deferred tax assets
|
68,280
|
|
|
88,854
|
|
||
Less valuation allowance
|
(11,321
|
)
|
|
(31,602
|
)
|
||
Non-current deferred tax assets after valuation allowance
|
$
|
56,959
|
|
|
$
|
57,252
|
|
Non-current liabilities:
|
|
|
|
||||
Intangible & fixed assets
|
(46,650
|
)
|
|
(43,152
|
)
|
||
Deferred gain
|
—
|
|
|
(548
|
)
|
||
Non-cash interest amortization
|
—
|
|
|
(1,847
|
)
|
||
Other
|
359
|
|
|
(191
|
)
|
||
Total non-current deferred tax liabilities
|
$
|
(46,291
|
)
|
|
$
|
(45,738
|
)
|
Net non-current deferred tax assets
|
$
|
10,668
|
|
|
$
|
11,514
|
|
Total net deferred tax assets
|
$
|
49,626
|
|
|
$
|
47,640
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Balance, beginning of year
|
$
|
3,927
|
|
|
$
|
5,530
|
|
|
$
|
10,909
|
|
Additions for tax positions of prior years
|
7,796
|
|
|
1,001
|
|
|
1,685
|
|
|||
Settlements
|
(3,523
|
)
|
|
(962
|
)
|
|
(5,264
|
)
|
|||
Lapse of statute
|
(2,064
|
)
|
|
(1,642
|
)
|
|
(1,800
|
)
|
|||
Balance, end of year
|
$
|
6,136
|
|
|
$
|
3,927
|
|
|
$
|
5,530
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Basic net income per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
41,204
|
|
|
$
|
27,989
|
|
|
$
|
65,669
|
|
Weighted average common shares outstanding
|
28,232
|
|
|
28,952
|
|
|
29,548
|
|
|||
Basic net income per common share
|
$
|
1.46
|
|
|
$
|
0.97
|
|
|
$
|
2.21
|
|
Diluted net income per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
41,204
|
|
|
$
|
27,989
|
|
|
$
|
65,669
|
|
Weighted average common shares outstanding — Basic
|
28,232
|
|
|
28,952
|
|
|
29,548
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
284
|
|
|
543
|
|
|
601
|
|
|||
Weighted average common shares for diluted earnings per share
|
28,516
|
|
|
29,495
|
|
|
30,149
|
|
|||
Diluted net income per common share
|
$
|
1.44
|
|
|
$
|
0.95
|
|
|
$
|
2.17
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Segment Net Sales
|
|
|
|
|
|
||||||
U.S. Neurosurgery
|
$
|
171,278
|
|
|
$
|
165,652
|
|
|
$
|
165,606
|
|
U.S. Instruments
|
162,323
|
|
|
155,833
|
|
|
157,853
|
|
|||
U.S. Extremities
|
122,847
|
|
|
98,109
|
|
|
89,529
|
|
|||
U.S. Spine and Other
|
190,546
|
|
|
174,479
|
|
|
152,274
|
|
|||
International
|
183,877
|
|
|
186,005
|
|
|
166,806
|
|
|||
Total revenues
|
$
|
830,871
|
|
|
$
|
780,078
|
|
|
$
|
732,068
|
|
Segment Profit
|
|
|
|
|
|
||||||
U.S. Neurosurgery
|
$
|
91,070
|
|
|
$
|
86,206
|
|
|
$
|
83,804
|
|
U.S. Instruments
|
36,550
|
|
|
29,753
|
|
|
27,350
|
|
|||
U.S. Extremities
|
49,432
|
|
|
38,540
|
|
|
39,347
|
|
|||
U.S. Spine and Other
|
55,891
|
|
|
51,011
|
|
|
57,643
|
|
|||
International
|
61,336
|
|
|
64,164
|
|
|
59,636
|
|
|||
Segment profit
|
294,279
|
|
|
269,674
|
|
|
267,780
|
|
|||
Amortization
|
(18,536)
|
|
|
(16,433)
|
|
|
(12,017)
|
|
|||
Corporate and other
|
(201,961
|
)
|
|
(198,329
|
)
|
|
(157,069
|
)
|
|||
Operating income
|
$
|
73,782
|
|
|
$
|
54,912
|
|
|
$
|
98,694
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Orthopedics
|
$
|
369,312
|
|
|
$
|
328,933
|
|
|
$
|
290,274
|
|
Neurosurgery
|
277,527
|
|
|
272,538
|
|
|
263,147
|
|
|||
Instruments
|
184,032
|
|
|
178,607
|
|
|
178,647
|
|
|||
Total Revenues
|
$
|
830,871
|
|
|
$
|
780,078
|
|
|
$
|
732,068
|
|
|
United States*
|
|
Europe
|
|
Rest of the World
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Total revenue, net:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
642,830
|
|
|
$
|
90,920
|
|
|
$
|
97,121
|
|
|
$
|
830,871
|
|
2011
|
589,946
|
|
|
97,184
|
|
|
92,948
|
|
|
780,078
|
|
||||
2010
|
561,307
|
|
|
89,044
|
|
|
81,717
|
|
|
732,068
|
|
||||
Total long-lived assets:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
166,508
|
|
|
$
|
20,242
|
|
|
$
|
1,507
|
|
|
$
|
188,257
|
|
2011
|
125,880
|
|
|
17,274
|
|
|
1,357
|
|
|
144,511
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Total revenue, net:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
196,185
|
|
|
$
|
210,170
|
|
|
$
|
210,084
|
|
|
$
|
214,432
|
|
2011
|
181,041
|
|
|
193,329
|
|
|
202,185
|
|
|
203,523
|
|
||||
Gross margin:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
121,510
|
|
|
$
|
131,896
|
|
|
$
|
130,536
|
|
|
$
|
132,502
|
|
2011
|
116,120
|
|
|
120,491
|
|
|
123,534
|
|
|
120,783
|
|
||||
Net income (loss):
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
6,693
|
|
|
$
|
8,514
|
|
|
$
|
13,211
|
|
|
$
|
12,786
|
|
2011
|
11,487
|
|
|
699
|
|
|
11,243
|
|
|
4,560
|
|
||||
Basic net income (loss) per common share(1)(2):
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
0.24
|
|
|
$
|
0.30
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
2011
|
0.39
|
|
|
0.02
|
|
|
0.39
|
|
|
0.16
|
|
||||
Diluted net income (loss) per common share(1)(2):
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
0.23
|
|
|
$
|
0.30
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
2011
|
0.38
|
|
|
0.02
|
|
|
0.39
|
|
|
0.16
|
|
(1)
|
Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not necessarily add to the annual amount because of differences in the weighted average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year.
|
(2)
|
Certain of the Company’s unvested restricted share units contain rights to receive nonforfeitable dividends, and thus, are participating securities requiring the two-class method of computing earnings per share. The participating securities had an insignificant impact on the calculation of earnings per share (impacts the rounding by less than
$0.01
per share) on all of the periods presented; therefore, the Company does not present the full calculation.
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts (1)
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
Description
|
|
|
|
|
|||||||||||||||
|
(In thousands)
|
|
|
||||||||||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and sales returns and allowances
|
$
|
6,978
|
|
|
$
|
1,315
|
|
|
$
|
—
|
|
|
$
|
(1,072
|
)
|
|
$
|
7,221
|
|
Deferred tax asset valuation allowance
|
32,304
|
|
|
(16,979
|
)
|
|
477
|
|
|
(1,559
|
)
|
|
14,243
|
|
|||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and sales returns and allowances
|
$
|
7,322
|
|
|
$
|
1,118
|
|
|
$
|
—
|
|
|
$
|
(1,462
|
)
|
|
$
|
6,978
|
|
Deferred tax asset valuation allowance
|
36,634
|
|
|
127
|
|
|
(4,238
|
)
|
|
(219
|
)
|
|
32,304
|
|
|||||
Year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and sales returns and allowances
|
$
|
11,216
|
|
|
$
|
(2,167
|
)
|
|
$
|
—
|
|
|
$
|
(1,727
|
)
|
|
$
|
7,322
|
|
Deferred tax asset valuation allowance
|
36,131
|
|
|
431
|
|
|
1,160
|
|
|
(1,088
|
)
|
|
36,634
|
|
3.1(a)
|
|
Amended and Restated Certificate of Incorporation of the Company dated February 16, 1993 (Incorporated by reference to Exhibit 3.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 22, 1998 (Incorporated by reference to Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 17, 1999 (Incorporated by reference to Exhibit 3.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company, effective as of May 17, 2012 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 13, 2012)
|
|
|
|
4.1
|
|
Purchase Agreement, dated June 9, 2011, by and between Integra LifeSciences Holdings Corporation and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
4.2
|
|
Indenture, dated June 15, 2011, by and between Integra LifeSciences Holdings Corporation and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
4.3(a)
|
|
Credit Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2005)
|
|
|
|
4.3(b)
|
|
First Amendment, dated as of February 15, 2006, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.3(c)
|
|
Second Amendment, dated as of February 23, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 27, 2007)
|
|
|
|
4.3(d)
|
|
Third Amendment, dated as of June 4, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank, FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 6, 2007)
|
|
|
|
4.3(e)
|
|
Fourth Amendment, dated as of September 5, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2007)
|
|
|
|
4.3(f)
|
|
Amended and Restated Credit Agreement, dated as of August 10, 2010, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JP Morgan Chase Bank, as Syndication Agent, and HSBC Bank USA, NA, RBC Capital Markets, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2010)
|
|
|
4.3(g)
|
|
Second Amended and Restated Credit Agreement, dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank N.A. as Syndication Agent, and, HSBC Bank USA, NA, Royal Bank of Canada, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA, and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2011)
|
|
|
|
4.3(h)
|
|
First Amendment, dated as of May 11, 2012, to Second Amended and Restated Credit Agreement dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank, NA, Royal Bank of Canada, Wells Fargo Bank, NA, Fifth Third Bank, DNB Nor Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
|
|
|
|
4.4
|
|
Security Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.5
|
|
Pledge Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.6
|
|
Subsidiary Guaranty Agreement, dated as of December 22, 2005, among the guarantors party thereto and individually as a “Guarantor”), in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
4.7
|
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.8
|
|
Form of 2.75% Senior Convertible Note due 2010 (included in Exhibit 4.8) (Incorporated by reference to Exhibit B to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.9
|
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.10
|
|
Form of 2.375% Senior Convertible Note due 2012 (included in Exhibit 4.10) (Incorporated by reference to Exhibit B to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.11
|
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
4.12
|
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
10.1(a)
|
|
Lease between Plainsboro Associates and American Biomaterials Corporation dated as of April 16, 1985, as assigned to Colla-Tec, Inc. on September 30, 1988 and as amended on November 1, 1992 as Lease Modification #1 (Incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form 10/A (File No. 0-26224) which became effective on August 8, 1995)
|
|
|
|
10.1(b)
|
|
Lease Modification #2 entered into as of October 28, 2005, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2005)
|
|
|
|
10.1(c)
|
|
Lease Modification #3 entered into as of March 2, 2011, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 3, 2011)
|
|
|
10.2 (a)
|
|
Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 1, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
|
|
|
|
10.2(b)
|
|
First Amendment to Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 29, 2010 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
|
|
|
|
10.3
|
|
Form of Indemnification Agreement between the Company and [ ] dated August 16, 1995, including a schedule identifying the individuals that are a party to such Indemnification Agreements (Incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No. 33-98698) which became effective on January 24, 1996)*
|
|
|
|
10.4
|
|
1996 Incentive Stock Option and Non-Qualified Stock Option Plan (as amended through December 27, 1997) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
10.5
|
|
1998 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.6
|
|
1999 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.7(a)
|
|
Employee Stock Purchase Plan (as amended on May 17, 2004) (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-127488) filed on August 12, 2005)*
|
|
|
|
10.7(b)
|
|
First Amendment to Employee Stock Purchase Plan, dated October 26, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2005)*
|
|
|
|
10.8(a)
|
|
2000 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.8(b)
|
|
Amendment to 2000 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.8(c)
|
|
Amendment to 2000 Equity Incentive Plan (effective as of January 1, 2013)*+
|
|
|
|
10.9(a)
|
|
2001 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
10.9(b)
|
|
Amendment to 2001 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.9(c)
|
|
Amendment to 2001 Equity Incentive Plan (effective as of January 1, 2013)*+
|
|
|
|
10.10(a)
|
|
Second Amended and Restated 2003 Equity Incentive Plan effective May 19, 2010 (Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed May 21, 2010)*
|
|
|
|
10.10(b)
|
|
Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective May 17, 2012 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
10.10(c)
|
|
Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective January 1, 2013*+
|
|
|
|
10.11(a)
|
|
Second Amended and Restated Employment Agreement dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
|
|
|
|
10.11(b)
|
|
Amendment 2006-1, dated as of December 19, 2006, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2006)*
|
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10.11(c)
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Amendment 2008-1, dated as of March 6, 2008, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.12(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.11(d)
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Amendment 2008-2, dated as of August 6, 2008, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.11(e)
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Amendment 2009-1, dated as of April 13, 2009, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
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10.11(f)
|
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Letter Agreement dated May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2011)*
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10.11(g)
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Letter dated December 20, 2011 from Stuart M. Essig to the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.11(h)
|
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Letter Agreement dated June 7, 2012 between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2012)*
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10.12
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Indemnity letter agreement dated December 27, 1997 from the Company to Stuart M. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.13(a)
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Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.13(b)
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Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.13(c)
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Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
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10.14(a)
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Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company dated December 19, 2005 (Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)*
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10.14(b)
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Amendment 2008-1, dated as of January 2, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.15(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.14(c)
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Amendment 2008-2, dated as of December 18, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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10.14(d)
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Amendment 2009-1, dated as of April 13, 2009, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
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10.14(e)
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Amendment 2010-1, dated as of October 12, 2010, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
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10.14(f)
|
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Letter dated as of February 22, 2012 from John B. Henneman, III to the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2012)*
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10.15
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Consulting Agreement, dated October 12, 2010, between the Company and Inception Surgical (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.16(a)
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Severance Agreement between Judith O’Grady and the Company dated as of January 4, 2010 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)*
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10.16(b)
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Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2011 (Incorporated by reference to Exhibit 10.17(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.16(c)
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Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2012 (Incorporated by reference to Exhibit 10.16(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)*
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10.17(a)
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Employment Agreement, dated as of October 12, 2010, between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
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10.17(b)
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Amended and Restated Employment Agreement dated December 20, 2011 between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.18
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Form of Notice of Stock Option Grant with Eight-Year Term for Peter J. Arduini (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.19(a)
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Lease Contract, dated April 1, 2005, between the Puerto Rico Industrial Development Company and Integra CI, Inc. (executed on September 15, 2006) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
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10.19(b)
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Amendment to Lease Contract dated as of November 2, 2011, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2011)
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10.19(c)
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Termination of Amendment to Lease Contract, dated as of April 2, 2012, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
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10.20
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Restricted Units Agreement dated December 27, 1997 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.21
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Stock Option Grant and Agreement pursuant to 1999 Stock Option Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.22
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Stock Option Grant and Agreement pursuant to 2000 Equity Incentive Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.23(a)
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Restricted Units Agreement dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.23(b)
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Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Restricted Units Agreement dated as of December 22, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.24
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Stock Option Grant and Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.25(a)
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Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.25(b)
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Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.25(c)
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Amendment 2008-1, dated as of March 6, 2008, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.25(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.25(d)
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Amendment 2011-1, dated as of May 17, 2011, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 24, 2004 (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.26
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Contract Stock/Units Agreement dated as of May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 23, 2011)*
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10.27
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Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreements between the Company and Mr. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.28
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Form of Stock Option Grant and Agreement between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.29(a)
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Form of Contract Stock/Restricted Units Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.29(b)
|
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New Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Stuart M. Essig (Incorporated by reference to Exhibit 10.28(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.29(c)
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Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreement betweeen the Company and Mr. Essig (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.30
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Form of Performance Stock Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.31
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Form of Restricted Stock Agreement for Stuart M. Essig for 2009 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 13, 2009)*
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10.32
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New Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan (for 2011) Annual Equity Award for Stuart M. Essig) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.33
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Form of Notice of Grant of Stock Option and Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2005)*
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10.34
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Form of Non-Qualified Stock Option Agreement (Non-Directors) (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.35
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Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.36
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Form of Non-Qualified Stock Option Agreement (Directors) (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.37(a)
|
|
Compensation of Directors of the Company effective May 17, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2010)*
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10.37(b)
|
|
Compensation of Non-Employee Directors of the Company effective May 17, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2012)*
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10.37(c)
|
|
Compensation of Non-Employee Directors of the Company effective May 22, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2012)*
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10.38(a)
|
|
Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.38(b)
|
|
New Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan*+
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10.38(c)
|
|
Form of Restricted Stock Agreement for Executive Officers — Annual Vesting (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2009)*
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10.38(d)
|
|
Form of Restricted Stock Agreement for Executive Officers – Annual Vesting (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.38(e)
|
|
New Form of Restricted Stock Agreement for Executive Officers – Annual Vesting*+
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10.38(f)
|
|
Form of Restricted Stock Agreement for Executive Officers – Cliff Vesting (Incorporated by reference to Exhibit 10.8 to the Company’s Quarter Report on Form 10-Q for the quarter ended March 31, 2009)*
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10.38(g)
|
|
Form of Restricted Stock Agreement for Executive Officers – Cliff Vesting (Incorporated by reference to Exhibit 10.6 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012)*
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10.38(h)
|
|
New Form of Restricted Stock Agreement for Executive Officers – Cliff Vesting*+
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10.38(i)
|
|
Form of Restricted Stock Agreement for Mr. Henneman for 2008 and 2009 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
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10.38(j)
|
|
Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan for Mr. Henneman (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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10.38(k)
|
|
Form of Option Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2008)*
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10.38(l)
|
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Form of Performance Stock Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.37(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.38(m)
|
|
Form of Contract Stock/Restricted Units Agreement (for Signing Grant) for Mr. Arduini (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.38(n)
|
|
Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Mr. Arduini (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.38(o)
|
|
Form of Non-Qualified Stock Option Agreement for Mr. Arduini (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.38(p)
|
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Form of Restricted Stock Agreement for Mr. Henneman (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.38(q)
|
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Form of Restricted Stock Agreement (Annual Vesting) for Mr. Henneman (Incorporated by reference to Exhibit 10.39(n) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011) *
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10.39
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Asset Purchase Agreement, dated as of September 7, 2005, by and between Tyco Healthcare Group LP and Sherwood Services, AG and Integra LifeSciences Corporation and Integra LifeSciences (Ireland) Limited (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 13, 2005)
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10.40
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Stock Purchase Agreement, dated as of April 19, 2006, by and between ASP/Miltex LLC and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2006)
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10.41
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Stock Agreement and Plan of Merger, dated as of June 30, 2006, by and between Integra LifeSciences Corporation, Integra California, Inc., Kinetikos Medical, Inc., Telegraph Hill Partners Management LLC, as Shareholders Representative, and the Shareholders party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2006)
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10.42
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|
Amended and Restated Management Incentive Compensation Plan, as of January 1, 2008 (Incorporated by reference to Exhibit 10.43(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.43
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|
Form of 2010 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.44
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Form of 2012 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.45
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Form of 2010 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.46
|
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Form of 2012 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.47
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Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 15, 2011)
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10.48
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|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on June 15, 2011)
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10.49
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Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on June 15, 2011)
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10.50
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|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 15, 2011)
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10.51
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 15, 2011)
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10.52
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|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on June 15, 2011)
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10.53
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on June 15, 2011)
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10.54
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|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 15, 2011)
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10.55
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on June 15, 2011)
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10.56
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on June 15, 2011)
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10.57
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on June 15, 2011)
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10.58
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K filed on June 15, 2011)
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10.59
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.13 to the Company’s Form 8-K filed on June 15, 2011)
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10.60
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.14 to the Company’s Form 8-K filed on June 15, 2011)
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|
10.61
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.15 to the Company’s Form 8-K filed on June 15, 2011)
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|
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|
10.62
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.16 to the Company’s Form 8-K filed on June 15, 2011)
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|
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|
10.63
|
|
Unit Purchase Agreement, dated as of July 23, 2008, by and among Integra LifeSciences Holdings Corporation, Theken Spine LLC, Randall R. Theken and the other members of Theken Spine, LLC party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 24, 2008)
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|
10.64
|
|
Form of Indemnification Agreement for Non-Employee Directors and Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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|
10.65
|
|
Piggyback Registration Rights Agreement dated December 22, 2008 between Integra LifeSciences Holdings Corporation and George Heenan, Thomas Gilliam and Michael Evers, as trustees of The Bruce A. LeVahn 2008 Trust and Steven M. LeVahn (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2008)
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10.66(a)
|
|
Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated May 15, 2008 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
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|
10.66(b)
|
|
First Amendment to Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated March 9, 2009 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
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18
|
|
Preferability Letter of Independent Public Accounting Firm dated July 31, 2012 (Incorporated by reference to Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
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21
|
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Subsidiaries of the Company+
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23
|
|
Consent of Pricewaterhouse Coopers LLP+
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31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
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31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
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32.1
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Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
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32.2
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Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
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99.1
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Letter, dated December 21, 2011, from the United States Food and Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 5, 2012)
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99.2
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Food and Drug Administration Form FDA-483, dated July 30, 2012, relating to inspection of Plainsboro, NJ manufacturing facility (Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
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99.3
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Letter, dated November 1, 2012, from the United States Food and Drug Administration to Integra NeuroSciences Ltd. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012)
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101.INS
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XBRL Instance Document+#
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101.SCH
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XBRL Taxonomy Extension Schema Document+#
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document+#
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101.DEF
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XBRL Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document+#
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document+#
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*
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Indicates a management contract or compensatory plan or arrangement.
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+
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Indicates this document is filed as an exhibit herewith.
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#
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The financial information of Integra LifeSciences Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 26, 2013 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) Parenthetical Data to the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements, is furnished electronically herewith.
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EXHIBIT A
CONSENT OF SPOUSE
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I, ____________________, spouse of _________________, have read and approve the foregoing Award Agreement. In consideration of granting of the right to my spouse to purchase shares of
Integra LifeSciences Holdings Corporation as set forth in the Award Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Award Agreement and agree to be bound by the provisions of the Award Agreement insofar as I may have any rights in said Award Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Award Agreement.
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Dated: _______________, ______
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_____________________
[Spouse’s Name]
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IN WITNESS HEREOF
, this Award Agreement has been executed and delivered by the parties hereto.
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THE PARTICIPANT
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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_______________________
[Name]
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By: _______________________
Name:
Title:
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_______________________
Address
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EXHIBIT A
CONSENT OF SPOUSE
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I, ____________________, spouse of _________________, have read and approve the foregoing Award Agreement. In consideration of granting of the right to my spouse to purchase shares of
Integra LifeSciences Holdings Corporation as set forth in the Award Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Award Agreement and agree to be bound by the provisions of the Award Agreement insofar as I may have any rights in said Award Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Award Agreement.
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Dated: _______________, ______
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_____________________
[Name]
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EXHIBIT A
CONSENT OF SPOUSE
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I, ____________________, spouse of _________________, have read and approve the foregoing Award Agreement. In consideration of granting of the right to my spouse to purchase shares of
Integra LifeSciences Holdings Corporation as set forth in the Award Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Award Agreement and agree to be bound by the provisions of the Award Agreement insofar as I may have any rights in said Award Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Award Agreement.
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Dated: _______________, ______
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_____________________
[Name]
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Name of Subsidiary
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State or Country of
Incorporation or Organization
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Ascension Orthopedics, Inc.
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Delaware
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Ascension Orthopedics, Ltd.
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United Kingdom
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Bimeco, Inc.
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Florida
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CardioDyne, Inc.
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Massachusetts
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Cathtec, Incorporated
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Massachusetts
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Caveangle Limited
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United Kingdom
|
EndoSolutions, Inc.
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Delaware
|
Fiber Imaging Technologies, Inc.
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Massachusetts
|
GMS, Gesellschaft für medizinische Sondentechnik mbH
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Germany
|
ILS Services Switzerland Ltd.
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Switzerland
|
Integra Burlington MA, Inc. (formerly known as Integra Radionics, Inc.)
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Delaware
|
Integra Canada ULC (formerly known as Canada Microsurgical ULC)
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Canada
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Integra CI, Inc.
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Cayman Islands
|
Integra Euro Holdings, Inc.
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Delaware
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Integra France Holdings SAS
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France
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Integra German Holdings GmbH
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Germany
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Integra GmbH
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Germany
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Integra LifeSciences (Canada) Holdings, Inc.
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Delaware
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Integra LifeSciences (France) LLC
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Delaware
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Integra LifeSciences (Ireland) Limited
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Ireland
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Integra LifeSciences Corporation
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Delaware
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Integra LifeSciences Holdings SAS
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France
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Integra LifeSciences NR Ireland Limited
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Ireland
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Integra LifeSciences Sales LLC (f/k/a Integra Healthcare Products LLC)
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Delaware
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Integra LifeSciences Sales (Ireland) Limited
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Ireland
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Integra LifeSciences Services (France) SAS
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France
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Integra LifeSciences Shared Services (Ireland) Limited
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Ireland
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Integra LifeSciences Singapore Pte. Ltd.
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Singapore
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Integra LS (Benelux) NV
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Belgium
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Integra Luxtec, Inc.
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Massachusetts
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Integra ME GmbH
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Germany
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Integra NeuroSciences (International), Inc.
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Delaware
|
Integra NeuroSciences Holdings (UK) Limited
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United Kingdom
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Integra NeuroSciences Holdings B.V.
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Netherlands
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Integra NeuroSciences Implants (France)
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France
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Integra NeuroSciences Limited
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United Kingdom
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Integra Neurosciences Pty Ltd.
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Australia
|
Integra Neurosciences Pty Ltd.
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New Zealand
|
Integra Sales, Inc.
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Delaware
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Integra Selector Corporation
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Delaware
|
Integra (Shanghai) Consulting Distribution Co. Ltd.
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China
|
Integra York PA, Inc. (formerly known as Miltex, Inc.)
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|
Delaware
|
IsoTis International SA
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|
Switzerland
|
IsoTis NV
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Netherlands
|
IsoTis OrthoBiologics, Inc.
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Washington
|
IsoTis T.E. Facility B.V.
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|
Netherlands
|
IsoTis, Inc.
|
|
Delaware
|
J. Jamner Surgical Instruments, Inc.
|
|
Delaware
|
Jarit GmbH
|
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Germany
|
LXU Healthcare, Inc. - Medical Specialty Products
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|
Delaware
|
Miltex GmbH
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|
Germany
|
Minnesota Scientific, Inc.
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|
Minnesota
|
Newdeal SAS
|
|
France
|
Newdeal, Inc.
|
|
Texas
|
Precise Dental Holding Corp.
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New Jersey
|
Precise Dental Internacional, S.A. de C.V.
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Mexico
|
Precise Dental Products, Ltd.
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California
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Precision Dental International, Inc.
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California
|
SeaSpine, Inc.
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Delaware
|
Spembly Cryosurgery Limited
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United Kingdom
|
Spembly Medical Limited
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United Kingdom
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Tarsus Medical Inc.
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Delaware
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Theken Spine, LLC
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Ohio
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1.
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I have reviewed this annual report on Form 10-K of Integra LifeSciences Holdings Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13 a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 26, 2013
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/s/ Peter J. Arduini
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Peter J. Arduini
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Integra LifeSciences Holdings Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13 a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 26, 2013
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/s/ John B. Henneman, III
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John B. Henneman, III
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Corporate Vice President, Finance and Administration,
and Chief Financial Officer
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1.
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The Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirement of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 26, 2013
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/s/ Peter J. Arduini
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Peter J. Arduini
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President and Chief Executive Officer
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1.
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The Annual Report on Form 10-K of the Company for the year ended December 31 2012 (the “Report”) fully complies with the requirement of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 26, 2013
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/s/ John B. Henneman, III
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John B. Henneman, III
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Corporate Vice President, Finance and Administration,
and Chief Financial Officer
|