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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-24 · 386 added, 517 removed, 1492 unchanged (38% of the section changed)

17 unchanged sentences

OTHER INFORMATION

Not applicable.

The following disclosure is intended to satisfy any obligation to provide disclosures pursuant to Item 5.03 of Form 8-K.

Effective as of February 21, 2023, based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Integra LifeSciences Holdings Corporation (the “Company”), in connection with the new Securities and Exchange Commission rules and changes to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of corporate governance matters, the Board approved amendments to the Company’s Second Amended and Restated Bylaws, as amended (the “Third A&R Bylaws”).

The Third A&R Bylaws, among other things:

• Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal Proxy Rules"), including requiring:

(a) the stockholder’s nomination notice to include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors;

(b) the stockholder to comply with the Universal Proxy Rules and provide reasonable evidence thereof prior to the stockholder meeting;

and (c) the stockholder to use a proxy card color other than white, which is reserved for the exclusive use of the Board.

(Article 2, Sections 2.03, 2.08, and 2.10)

• Enhance the informational and procedural requirements in connection with stockholder proposals and stockholder director nominations, including:

(a) requiring additional information about the stockholder making the director

nomination or proposal;

(b) requiring additional information about the stockholder proposed business and/or director nominee;

and (c) providing that the number of nominees a stockholder may nominate for election at the annual meeting of the stockholders may not exceed the number of directors to be elected at such annual meeting.

(Article 2, Sections 2.03 and 2.10)

• Modify the provisions relating to adjournment procedures, availability of lists of stockholders entitled to vote at stockholder meetings, and electronic notices, in each case, to reflect amendments to the DGCL.

(Article 2, Sections 2.04 and 2.05;

Article 4, Section 4.01)

• Provide that any proxies received for disqualified or withdrawn Board nominees will be treated as abstentions.

(Article 2, Section 2.08)

• Add a provision for stockholder actions by written consent that requires the Company to engage an independent inspector of election to perform a review of the validity of the applicable consents and revocations.

(Article 2, Section 2.09)

• Clarify the powers of the chair of a stockholder meeting, including with respect to the chair’s ability to prescribe rules and regulations for the conduct of the meeting.

(Article 2, Section 2.11)

• Add a federal forum provision to designate the federal district courts as the exclusive forum for matters arising under the Securities Act of 1933, as amended, and the Exchange Act.

(Article 8, Section 8.02)

• Make various other updates, including ministerial and conforming changes and changes to clarify the Company’s ability to conduct business by means of remote communication.

The foregoing description of the Third A&R Bylaws is qualified in its entirety by the full text of the Third A&R Bylaws filed as Exhibit 3.3 hereto and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Notes to Consolidated Financial Statements

Financial Statement Schedule.

Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019

All other schedules not listed above have been omitted, because they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes thereto.

Exhibits required to be filed by Item 601 of Regulation S-K.

2.1 Stock Purchase Agreement, dated as of October 25, 2013, by and between Covidien Group S.A.R.L.

and Integra LifeSciences Corporation (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2014)

2.1(a) Put Option Agreement, dated September 29, 2020, between the Company and certain of its subsidiaries and Smith & Nephew USD Limited, a subsidiary of Smith+Nephew (including the Purchase and Sale Agreement attached as Appendix 1 thereto) (Incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 ).

1 unchanged sentence

dated as of December 15, 2020 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020)

2.2 Stock and Asset Purchase Agreement by and among Medtronic, Inc., Medtronic Xomed Instrumentation, SAS, and Integra LifeSciences Corporation, dated as of September 12, 2014 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 27, 2014)

2.3 Separation and Distribution Agreement between Integra LifeSciences Holdings Corporation and SeaSpine Holdings Corporation, dated as of June 30, 2015 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 7, 2015)

2.4 Agreement and Plan of Merger by and among Integra LifeSciences Corporation, Patriot S1, Inc., TEI Biosciences Inc.

Yiannis Monovoukas, dated as of June 26, 2015 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 20, 2015)

2.5 Agreement and Plan of Merger by and among Integra LifeSciences Corporation, Patriot S2, Inc., TEI Medical Inc.

Yiannis Monovoukas, dated as of June 26, 2015 (Incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on July 20, 2015)

2.6 Agreement and Plan of Merger by and among Integra LifeSciences Holdings Corporation, Integra Derma, Inc., and Derma Sciences, Inc.

dated as of January 10, 2017 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 11, 2017)

2.7 Binding Offer Letter by and among Integra LifeSciences Holdings Corporation and DePuy Synthes, Inc., dated as of February 14, 2017 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 15, 2017

2.8(a) Asset Purchase Agreement accepted and countersigned by DePuy Synthes, dated May 11, 2017 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 15, 2017)

2.8(b) Asset Purchase Agreement, dated September 8, 2017, between the Company and certain of its subsidiaries and Natus Medical Incorporated (Incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on October 26, 2017)

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)

2 unchanged sentences

3.1(d) Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated December 21, 2016 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 22, 2016)

3.2(a) 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)

3.2(b) Second Amended and Restated Bylaws of Integra LifeSciences Holdings Corporation, effective as of December 11, 2018 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-k filed on December 12, 2018)

3.2 Second Amended and Restated Bylaws of Integra LifeSciences Holdings Corporation, effective as of December 11, 2018 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-k filed on December 12, 2018)

3.3 Third Amended and Restated Bylaws of Integra LifeSciences Holdings Corporation, effective as of February 21, 2023 +

4.1 Indenture, dated as of February 7, 2020, by and between Integra LifeSciences Holdings Corporation and Citibank, N.A., as trustee (including Form of 0.50% Convertible Senior Notes due 2025) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 7, 2020).

2 unchanged sentences

4.4 Description of Securities+

10.1(a) 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(b) 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)

10.1(c) Lease Modification #4 entered into as of April 20, 2017, 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 April 25, 2017)

10.2(a) Form of Indemnification Agreement for Non-Employee Directors and Officers (effective prior to February 15, 2019) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*

10.2(b) Form of Indemnification Agreement for Non-Employee Director and Officers effective February 15, 2019.

10.3 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)*

10.4 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)*

10.5 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)*

10.1(a) 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)

10.1(b) Lease Modification #4 entered into as of April 20, 2017, 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 April 25, 2017)

10.2(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.

8 unchanged sentences

10.3(g) Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2021 )*

10.8 Additional Call Option Transaction Confirmation, dated as of February 5, 2020, between Integra LifeSciences Holdings Corporation and Morgan Stanley & Co.

International plc.

(Incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed on February 7, 2020)

10.9(a) 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)*

10.9(b) 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)*

10.10 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)*

10.11(a) 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)*

10.11(b) 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)*

10.12 Issuer Forward Repurchase Transaction Confirmation, dated as of February 5, 2020, between Integra LifeSciences Holdings Corporation and JPMorgan Chase Bank, National Association, New York Branch.

(Incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K filed on February 7, 2020)

10.13(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)

10.13(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)

10.13(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)

10.14 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)*

10.15(a) 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)*

10.15(b) 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)*

10.16(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)*

10.16(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)*

10.17 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)*

10.18(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)*

10.18(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)*

10.18(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)*

10.18(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)*

10.19 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)*

10.20 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)*

10.21 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)*

10.22(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)*

10.22(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)*

10.22(c) Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreement between 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)*

10.23 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)*

10.24 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)*

10.25(a) Form of Performance Stock Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 25, 2013)*

10.25(b) Form of Performance Stock Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 29, 2016)*

10.25(c) Form of Performance Stock Agreement for Peter J.

Arduini (Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed on February 29, 2016)*

10.25(d) Form of Performance Stock Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018) *

10.25(e) Form of Performance Stock Agreement for Peter J.

Arduini (Incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)*

10.26 Performance Incentive Compensation Plan effective January 1, 2013 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*

10.27(a) First Amendment, dated as of February 15, 2017, to the Performance Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 17, 2017)

10.27(b) 2018 Performance Incentive Compensation Plan, effective January 1, 2018 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 25, 2017)

10.28 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)*

10.29 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)*

10.30 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)*

10.31 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)*

10.32 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)*

10.33 Form of Stock Option Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*

10.34 Form of Stock Option Agreement for Glenn Coleman (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*

10.35 Form of Change in Control Severance Program (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2020)*

10.36(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)*

10.36(b) New Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.38(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*

10.37(a) 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)*

10.37(b) 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)*

10.37(c) New Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.38(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*

10.38(a) 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(b) 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(c) New Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.38(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*

10.39 Davis Promotion Summary, effective December 1, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2016)*

10.40 Coleman Promotion Summary, effective June 24, 2019(Incorporated by reference to the Current Report on Form 8-K filed on June 24, 2019)

10.41 Anderson Offer Summary, effective June 24, 2019(Incorporated by reference to the Current Report on Form 8-K filed on June 24, 2019)

10.3(h) Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – Directors*+

10.3(i) Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Agreement – Executive Officers*+

10.3(j) Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Performance Stock Unit Award Agreement*+

10.3(k) Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Non-Qualified Stock Option Award Agreement*+

10.3(l) Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – OUS*+

10.4 Form of Indemnification Agreement, by and between Integra LifeSciences Holdings Corporation and each of its directors and executive officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 19, 2022 )*

10.5 Annual Executive Physical Medical Exam Arrangement (Incorporated by reference to the Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 29, 2013 )*

10.6 2018 Performance Incentive Compensation Plan, effective January 1, 2018 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 25, 2017 )*

10.7 Integra LifeSciences Holdings Corporation Change in Control Severance Program (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2022)*

10.8 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 )*

10.44(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)

10.44(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)

10.44(c) Lease Agreement dated as of July 1, 2013, between 109 Morgan Lane, LLC and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 1, 2013)

10.9 Employment Agreement, dated October 28, 2021, by and between Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Jan De Witte (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2021 )*

10.10 Davis Promotion Summary, effective December 1, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2016)*

10.11(a) Coleman Promotion Summary, effective June 24, 2019 (Incorporated by reference to the Current Report on Form 8-K filed on June 24, 2019)*

10.11(b) Separation Agreement and General Release, dated September 23, 2022, by and between Glenn Coleman, Integra LifeSciences Corporation and Integra LifeSciences Holdings Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 23, 2022)*

10.12 Anderson Offer Summary, effective June 24, 2019(Incorporated by reference to the Current Report on Form 8-K filed on June 24, 2019)*

10.13(a) Receivables Financing Agreement, dated as of December 21, 2018, by and among Integra Receivables LLC, Integra LifeSciences Sales LLC, as Servicer, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Structuring Agent, and certain lenders and group agents that are parties thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018)

48 unchanged sentences

(Incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed on February 7, 2020)

10.65 Employment Agreement, dated October 28, 2021, by and between Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Jan De Witte (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2021)*

21.1 Subsidiaries of the Company+

4 unchanged sentences

32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

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)

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)

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)

99.4 Letter, dated February 13, 2013, from the United States Federal 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 February 19, 2013)

99.5 Letter, dated September 24, 2013, from the United States Federal 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 September 27, 2013)

99.6 Food and Drug Administration Form FDA-483, dated November 26, 2013, relating to the inspection of the Añasco Facility (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 3, 2013)

99.7 Letter, dated January 14, 2015, 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 20, 2015)

99.8 Letter, dated May 29, 2015, from the United States Food and Drug Administration to TEI Biosciences Inc.

(Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)

99.9 Letter, dated June 30, 2015, from the United States Food and Drug Administration to Integra LifeSciences (Ireland) Limited (Incorporated by reference to Exhibit 99.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)

101.INS XBRL Instance Document+#

4 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document+#

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Indicates a management contract or compensatory plan or arrangement.

9 unchanged sentences

(Principal Executive Officer)

/s/ Carrie L.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Jeffrey A.

Senior Vice President, Finance

(Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

February 22, 2023

3 unchanged sentences

Jan De Witte and Director (Principal Executive Officer)

/s/ Carrie L.

Anderson Executive Vice President and Chief Financial Officer February 24, 2022

Anderson (Principal Financial Officer)

/s/ Jeffrey A.

Mosebrook Senior Vice President, Finance February 22, 2023

Mosebrook (Principal Accounting Officer)

Mosebrook (Principal Financial Officer and Principal Accounting Officer)

/s/ Stuart M.

Chairman of the Board February 22, 2023

/s/ Rhonda Germany Ballintyn Director February 24, 2022

Rhonda Germany Ballintyn

/s/ Keith Bradley, Ph.D.

5 unchanged sentences

Hill Director February 22, 2023

/s/ Renee Lo Director February 22, 2023

/s/ Donald E.

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Integra LifeSciences Holdings Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Integra LifeSciences Holdings Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2021 and leases in 2019.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2021.

Basis for Opinions

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition - Valuation of Developed Technology Intangible Assets

As described in Notes 2, 4 and 7 to the consolidated financial statements, in January 2021, the Company acquired ACell Inc.

for an acquisition purchase price of $306.9 million plus contingent consideration of up to $100 million, which resulted in $245M of developed technology intangible assets being recorded.

Surgical Innovation Associates, Inc.

Acquisition - Valuation of Developed Technology Intangible Asset

As described in Note 4 to the consolidated financial statements, on December 6, 2022, the Company completed its acquisition of Surgical Innovation Associates, Inc.

(SIA) for an acquisition purchase price of $51.5 million, and will pay up to an additional $50 million upon the achievement of certain revenue-based performance milestones in 2023, 2024, and 2025 and up to an additional $40.0M upon the approval by the FDA of the Premarketing Approval Application for DuraSorb.

The acquisition also resulted in a $75 million developed technology intangible asset being recorded.

The estimated fair value of the developed technology acquired was determined by management using the multi-period excess earnings method of the income approach.

Management’s significant assumptions used in the estimate of fair value included the estimated net cash flows, net revenues, cost of sales, selling and marketing costs, discount rates and each asset’s life cycle.

The principal considerations for our determination that performing procedures relating to the valuation of developed technology intangible assets from the acquisition of ACell Inc.

is a critical audit matter are the (i) the significant judgment by management in developing the fair value of the acquired developed technology intangible assets, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions related to net revenues, cost of sales, selling and marketing costs, discount rates and each asset’s life cycle;

Management’s significant assumptions used in the estimate of fair value included the estimated net cash flows, including net revenues, cost of sales, research and development costs, selling and marketing costs, working capital, contributory asset charges, discount rate, the asset’s life cycle, and competitive trends impacting the asset and the cash flow stream.

The principal considerations for our determination that performing procedures relating to the valuation of developed technology intangible asset from the acquisition of Surgical Innovation Associates, Inc.

is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the acquired developed technology intangible asset, (ii) a high degree of auditor judgment , subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to net revenues, cost of sales, discount rate and the asset’s life cycle;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the intangible assets and controls over the development of significant assumptions related to net revenues, cost of sales, selling and marketing costs, discount rates and each asset’s life cycle.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for developing the fair value of the developed technology intangible assets.

Testing management’s process included evaluating the appropriateness of the multi-period excess earnings method, testing the completeness, accuracy, and relevance of underlying data used in the method, and evaluating the reasonableness of significant assumptions used by management related to net revenues, cost of sales, selling and marketing costs, discount rates and each asset’s life cycle.

Evaluating the reasonableness of management’s assumptions related to net revenues, cost of sales, selling and marketing costs and each asset’s life cycle involved considering (i) current and past performance of the products associated with the developed technology acquired, as well as the performance of the reporting unit that assumed the products associated with the developed technology acquired;

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired developed technology intangible asset and controls over the development of significant assumptions related to net revenues, cost of sales, discount rate and the asset’s life cycle.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for developing the estimated fair value of the developed technology intangible asset.

Testing management’s process included evaluating the appropriateness of the multi-period excess earnings method, testing the completeness and accuracy of underlying data used in the method, and evaluating the reasonableness of significant assumptions used by management related to net revenues, cost of sales, discount rate and the asset’s life cycle.

Evaluating the reasonableness of management’s assumptions related to net revenues, cost of sales, and the asset’s life cycle involved considering (i) current and past performance of the product associated with the developed technology acquired;

(ii) the consistency with external market and industry data;

and (iii) and whether the assumptions are consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s multi-period excess earnings method and the discount rates and each asset’s life cycle assumptions.

and (iii) whether the assumptions are consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s multi-period excess earnings method and (ii) the reasonableness of the discount rate and the asset’s life cycle assumptions.

/s/ PricewaterhouseCoopers LLP

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Research and development 101,193 93,051 77,381

In-process research and development — — 64,916

Selling, general and administrative 616,316 637,445 594,526

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Interest expense ( 49,594 ) ( 50,395 ) ( 71,581 )

Gain from sale of business 41,798 — —

Gain from sale of businesses 644 41,798 —

Other income, net 12,007 19,307 4,434

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Total other comprehensive gain (loss), before tax 75,114 40,804 ( 14,428 )

Income tax (expense) benefit related to items in other comprehensive loss ( 11,900 ) 16,771 6,724

Income tax (expense) benefit related to items in other comprehensive gain (loss) ( 19,694 ) ( 11,900 ) 16,771

Total other comprehensive gain (loss), net of tax 55,420 28,904 2,343

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Prepaid expenses and other current assets 116,789 91,051

Assets held for sale — 162,105

Total current assets 1,161,498 1,153,716

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Current portion of borrowings under senior credit facility $ 38,125 $ 45,000

Current portion of borrowings under securitization facility — 112,500

Current portion of lease liability - operating leases 14,624 14,775

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Accrued expenses and other current liabilities 80,033 120,458

Liabilities held for sale — 11,751

Total current liabilities 320,906 340,021

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( 362,862 ) ( 234,448 )

Accumulated other comprehensive loss ( 45,155 ) ( 74,059 )

Accumulated other comprehensive income (loss) 10,265 ( 45,155 )

Retained earnings 879,118 698,568

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Accretion of bond issuance discount — — 15,415

Loss on disposal of property and equipment and construction in-progress 2,240 7,855 1,821

Gain from the sale of business ( 41,798 ) — —

Loss (Gain) on disposal of property and equipment and construction in-progress ( 6,813 ) 2,240 7,855

Gain from the sale of businesses ( 644 ) ( 41,798 ) —

Change in fair value of contingent consideration and others ( 20,304 ) ( 2,162 ) 951

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Purchases of property and equipment ( 42,343 ) ( 48,022 ) ( 38,890 )

Proceeds from sale of Extremity Orthopedics Business 190,468 — —

Proceeds from sale of business 23,960 190,468 —

Acquired in-process research and development and intangibles ( 4,742 ) ( 58 ) ( 25,000 )

Proceeds from note receivable — — 752

Cash paid for business acquisitions, net of cash acquired ( 51,509 ) ( 303,910 ) —

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Effect of exchange rate changes on cash and cash equivalents ( 10,723 ) ( 9,476 ) 13,871

Net increase in cash and cash equivalents 43,282 271,255 60,073

Net increase (decrease) in cash and cash equivalents ( 56,787 ) 43,282 271,255

Cash and cash equivalents at beginning of period 513,448 470,166 198,911

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(Dollars in thousands)

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Total Equity

Shares Amount Shares Amount

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Share-based compensation — 4 — — 19,397 — — 19,401

Share repurchase and equity component of the convertible note issuance, net — — — — 42,539 — — 42,539

Accelerated shares repurchased — — ( 2,060 ) ( 115,724 ) 15,724 — — ( 100,000 )

Adoption of Update No.

2016-13 — — — — — — ( 200 ) ( 200 )

Balance, December 31, 2020 89,251 893 ( 4,914 ) ( 235,141 ) 1,290,908 ( 74,059 ) 532,266 1,514,867

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Share-based compensation — 2 — — 35,981 — — 35,983

Share repurchase and equity component of the convertible note issuance, net — — — — 42,539 — — 42,539

Accelerated shares repurchased — — ( 2,060 ) ( 115,724 ) 15,724 — — ( 100,000 )

Adoption of Update No.

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Net income — — — — — — 180,550 180,550

Other comprehensive loss, net of tax — — — — — 28,904 — 28,904

Other comprehensive income (loss), net of tax — — — — — 55,420 — 55,420

Issuance of common stock through employee stock purchase plan 17 — — — 1,078 — — 1,078

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Share-based compensation — 2 — — 27,778 — — 27,780

Adoption of Update No.

2020-06 — — — — ( 63,274 ) — ( 2,773 ) ( 66,047 )

Accelerated shares repurchased — — ( 1,938 ) ( 129,152 ) 4,152 — — ( 125,000 )

Balance, December 31, 2022 90,476 905 ( 6,823 ) ( 362,862 ) 1,276,977 10,265 879,118 1,804,403

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As the Company continues to navigate the novel coronavirus ("COVID-19") pandemic and recent variants of the virus as well as the adverse impacts to global economic conditions, supply chain and the operations, there may be impact to future estimates including, but not limited to, inventory valuations, fair value measurements, goodwill and long-lived asset impairments, the effectiveness of the Company’s hedging instruments, deferred tax valuation allowances, and allowances for doubtful accounts receivable.

RECLASSIFICATIONS

Certain amounts from the prior year's financial statements have been reclassified in order to conform to the current year's presentation.

CASH AND CASH EQUIVALENTS

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The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company evaluates the collectability of accounts receivable based on a combination of factors.

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For all other customers, the Company evaluates measurement of all expected credit losses for trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

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Account balances are charged off against the allowance when it is probable that the receivable will not be recovered.

Provision for doubtful accounts net of recoveries, associated with accounts receivable, included in selling, general and administrative expense, was recoveries of $ 1.1 million for the year ended December 31, 2021, and charges of $ 3.6 million, and $ 2.1 million for the years ended December 31, 2020 and 2019, respectively.

Provision for doubtful accounts, net of recoveries, associated with accounts receivable, included in selling, general and administrative expense, was charges of $ 0.2 million for the year ended December 31, 2022, recoveries of $ 1.1 million, and charges of $ 3.6 million for the years ended December 31, 2021 and 2020, respectively.

The below table shows the rollforward of the allowance for doubtful accounts for the years ended December 31, 2022, 2021 and 2020:

Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period

Dollars in thousands

December 31, 2022 $ 4,735 238 — ( 669 ) $ 4,304

December 31, 2021 $ 6,439 ( 1,059 ) 341 ( 986 ) $ 4,735

December 31, 2020 $ 4,303 3,635 — ( 1,499 ) $ 6,439

(1) Deductions primarily relates to allowance for doubtful accounts written off during the year, net of recoveries and other adjustments.

Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value.

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Total inventories, net $ 324,583 $ 317,386

At December 31, 2020, $ 52.8 million of inventories, net was presented separately as "Assets held for sale" in conjunction with the sale of the Extremity Orthopedics business.

See Note 4, Acquisitions and Divestitures .

At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration.

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Machinery and production equipment 181,780 183,270 3 - 20 years

Surgical instrument kits 2,791 1,164 4 - 5 years

Demonstration equipment 3,792 2,791 4 - 5 years

Information systems and hardware 151,330 148,706 1 - 7 years

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Property, plant and equipment, net $ 311,302 $ 311,703

At December 31, 2020, $ 37.9 million of property, plant and equipment, net was presented separately as "Assets held for sale" in conjunction with the sale of the Extremity Orthopedics business.

See Note 4, Acquisitions and Divestitures .

Depreciation expense associated with property, plant and equipmen t was $ 40.1 million , $ 39.4 million, and $ 42.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

During the fourth quarter of 2020, the Company wrote-off certain construction in progress of $ 6.7 million related to a manufacturing project that the Company decided to discontinue.

The Company determined that the carrying amounts of these assets were not recoverable.

CAPITALIZED INTEREST

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Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates.

The Company accounts for the acquisition of a business in accordance with ASC 805, Business Combinations (ASC 805).

The Company accounts for the acquisition of a business in accordance with ASC 805, Business Combinations ("ASC Topic 805").

Amounts paid to acquire a business are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition.

Any excess of the purchase price over the fair value of the net assets acquired in recorded as goodwill.

Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill.

Transaction costs and costs to restructure the acquired company are expensed as incurred.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent consideration is recorded at fair value as measured on the date of acquisition.

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The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and actual results are likely to differ from the amounts originally recorded.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company determi nes the fair value of acquired intangible assets based on detailed valuations that use certain information and assumptions provided by management.

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The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value.

The Company reviews goodwill for impairment in the third quarter every year in accordance with ASC Topic 350 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

The Company reviews goodwill for impairment in the third quarter every year in accordance with ASC Topic 350, Intangibles - Goodwill and Other ("ASC Topic 350") and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Refer to Note 7, Goodwill and Other Intangibles for more information.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has two reportable segments with three underlying reporting units.

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over their expected useful lives.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company tests intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC Topic 350.

Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a indefinite lived intangible asset below its carrying amount.

Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of an indefinite lived intangible asset below its carrying amount.

The Company tests for impairment by either performing a qualitative evaluation or a quantitative test.

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These contributions were recorded in selling, general, and administrative expense.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company develops, manufactures, and sells medical devices globally and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates.

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All derivative instruments are recognized at the fair values as either assets or liabilities on the balance sheet.

expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities.

The Company determines the fair value of its derivative instruments using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities.

In certain instances, the Company utilizes a discounted cash flow model to measure fair value.

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The Company classifies derivatives designated as hedges in the same category as the item being hedged for cash flow presentation purposes.

The Company entered into foreign currency forward and foreign currency swap contracts that are not designated as a hedging instruments for accounting purposes.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company entered into foreign currency forward and foreign currency swap contracts that are not designated as hedging instruments for accounting purposes.

These contracts are recorded at fair value, with the changes in fair value recognized into other income, net, on the consolidated financial statements.

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subsidiaries.

Foreign currency transaction net gains of less than $ 0.1 million, and net losses of $ 1.6 million and $ 0.3 million are reported in other income, net in the statements of operations, for the year ended December 31, 2021, 2020 and 2019, respectively.

Foreign currency transaction net losses of $ 3.3 million, net gains of less than $ 0.1 million, and net losses $ 1.6 million are reported in other income, net in the statements of operations, for the year ended December 31, 2022, 2021 and 2020, respectively.

Income taxes are accounted for by using the asset and liability method.

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It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company continues to indefinitely reinvest substantially all of its foreign earnings.

The Company continues to indefinitely reinvest substantially all of its foreign earnings unless there is a manner under which to remit the earnings without a material tax cost.

The current provisional analysis indicates that the Company has sufficient U.S.

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Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date.

Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one to three months .

Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one month to three months .

The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers.

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For these types of products sales, the Company retains control until the product has been used or implanted, at which time revenue is recognized.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale.

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Refer to Note 3, Revenue From Contracts With Customers for more information.

The Company also maintains a provision for estimated returns and allowances in the same period that the related revenue is recorded.

This reserve is based upon an analysis of actual credit memos issued for pricing issues or returned goods over an extended period, as well as assumptions about outstanding accounts receivable and judgment in interpreting the data.

RESEARCH AND DEVELOPMENT

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Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company incurred restructuring costs of $ 3.4 million and $ 4.9 million in cost of goods sold, $ 0.5 million and $ 1.2 million in selling, general and administrative and $ 0.3 million and $ 0.3 million in research and development related to employee terminations associated with a future plant closure in the consolidated statement of operations for the years ended December 31, 2021 and 2020, respectively.

Restructuring costs of $ 10.2 million were included in a ccrued expenses and other current liabilities and $ 6.4 million were included in other liabilities in the consolidated balance sheet for the year ended December 31, 2021 and 2020, respectively.

The Company incurred employee termination costs on restructuring activities associated with a closure of a manufacturing facility in France and other reorganization projects in the consolidated statement of operations for the year ended December 31, 2022.

In 2021, the Company incurred employee termination costs on restructuring activities associated with the closure of a manufacturing facility in France.

The following table summarizes our restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the year ended December 31, 2022 and 2021.

Years Ended December 31,

(Dollars in thousands) 2022 2021

Balance, beginning of the year $ 10,226 $ 6,372

Cost of Goods Sold $ 1,494 $ 3,436

Research and development 72 288

Selling, general and administrative $ 5,582 $ 466

Payments and other adjustments $ ( 12,267 ) $ ( 336 )

Balance, end of the year $ 5,107 $ 10,226

Included in the accrual balance as of December 31, 2022 is $ 2.0 million related to the closure o f a manufacturing facility located in France, and other reorganization projects of $ 3.1 M .

Included in the accrual balance as of December 31, 2021 is $ 10.2 million related to the closure o f the manufacturing facility located in France.

STOCK-BASED COMPENSATION

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Refer to Note 9, Stock-based Compensation for more information.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

PENSION BENEFITS

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No ne of the Company's customers accounted for 10 % or more of the consolidated net sales during the years ended December 31, 2022, 2021 and 2020.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20):

Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans .

This guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.

The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

Early adoption was permitted.

The Company adopted this guidance during the year ended December 31, 2020.

The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) , relating to a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor (e.g., a service contract).

Under this guidance, a customer will apply the same criteria for capitalizing implementation costs as it would for an arrangement that has a software license.

The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures.

The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted this guidance on January 1, 2020 using a prospective transition method.

The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes :

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The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform , which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

This amendment applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform.

This ASU is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022.

In January 2021, the FASB also issued ASU 2021-01, Reference Rate Reform- Scope which clarified certain optional expedients and exceptions to entities that are affected because of the reference rate reform.

The amendments in this ASU affect the guidance in ASU 2020-04 and are effective in the same timeframe as ASU 2020-04.

The Company currently has contracts that are indexed to LIBOR and are continuing to monitor this activity and evaluate the associated risk.

The Company is continuing to evaluate the scope of impacted contracts and the potential impact.

The Company is also monitoring the developments regarding alternative rates and may amend certain contracts to accommodate those rates if the contract does not already specify a replacement rate.

While the notional value of agreements potentially indexed to LIBOR is material, the Company does not expect a material impact consolidated financial statements and related disclosures associated with this transition.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), and subsequent amendment to the initial guidance:

ASU 2021-01, Reference Rate Reform (Topic 848):

Scope (collectively, “Topic 848”).

Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships, and other transactions that reference London Inter-Bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform.

The guidance generally can be applied from March 12, 2020 through December 31, 2022.

On October 5, 2022, the FASB approved an extension of the sunset date of the reference rate reform from December 31, 2022 to December 31, 2024, past LIBOR’s end date.

The Company currently has contracts that are indexed to LIBOR and are continuing to evaluate the scope of impacted contracts and potential risk.

The Company expects all LIBOR-based contracts to be replaced by the Secured Overnight Financing Rate (“SOFR”), which is calculated based on overnight transactions under repurchase agreements backed by Treasury securities.

The Alternative Reference Rates Committee, a group of private-market participants convened by the U.S.

Federal Reserve Board and the New York Federal Reserve, has recommended the use of SOFR as a more robust reference rate alternative to LIBOR.

The use of SOFR as a substitute for LIBOR is, however, voluntary and may not be suitable for all market participants.

There can be no assurance that the replacement rate will be economically equivalent to LIBOR, which could result in higher interest rates for us under our debt facilities.

There is no guarantee that a transition from LIBOR to SOFR will not result in financial market disruptions, significant increases in benchmark rates, or our borrowing costs, any of which could have an adverse effect on our business, results of operations and financial condition.

In August 2020, the FASB issued ASU 2020-06, Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40):Accounting for Convertible Instruments and Contracts in an Entity's Own Equity .

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The Company adopted this guidance on January 1, 2021 using the modified retrospective approach which resulted in a cumulative-effect adjustment that increased (decreased) the following consolidated balance sheet accounts:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

ADJUSTMENT CONSOLIDATED BALANCE SHEET CLASSIFICATION AMOUNT

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Upon adoption of ASU 2020-06, the Company’s 2025 Notes were reflected entirely as a liability since the embedded conversion feature will no longer be separately presented within stockholders’ equity.

Additionally, from January 1, 2021, the Company is no longer incurring non-cash interest expense for the amortization of debt discount, therefore the interest expense for the 2025 Notes, which is included in the interest expense on the consolidated statements of operations and comprehensive loss, is lower as compared to the fiscal year of 2020.

Additionally, from January 1, 2021, the Company is no longer incurring non-cash interest expense for the amortization of debt discount.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updates various codification topics by clarifying or improving disclosure requirements to align with the regulations of the U.S.

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The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements and related disclosures.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

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The remaining obligation was included in accrued liabilities at December 31, 2021 in the consolidated balance sheets.

The milestone is expected to be fully paid during the first quarter of 2022.

The milestone was fully paid in 2022.

During the fourth quarter of 2020, the Company achieved another developmental milestone which triggered a $ 20.0 million obligation to be paid to the former shareholders of Rebound.

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The milestone was paid during the fourth quarter of 2020.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the fourth quarter of 2019, the Company achieved the first developmental milestone which triggered a $ 5.0 million obligation to be paid to former shareholders of Rebound.

In addition, the Company recorded $ 5.0 million as in-process research and development expense in the consolidated statements of operations.

The obligation was included in accrued liabilities at December 31, 2019 in the consolidated balance sheets.

The milestone was paid during the first quarter of 2020.

REVENUES FROM CONTRACTS WITH CUSTOMERS

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The Company's return policy, as set forth in its product catalogs and sales invoices, requires review and authorization in advance prior to the return of product.

Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally ninety days .

Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally 90 days.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the goods or services will be one year or less.

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Revenues recognized from the Company's private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet.

Upon invoicing to the customer, the balance is recorded in trade receivable, net in the consolidated balance sheet.

Other operating revenues may include fees received under service agreements.

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A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as contract liability.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarized the changes in the contract asset and liability balances for the year ended December 31, 2022:

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Contract asset, January 1, 2022 $ 11,412

Transferred to trade receivable of contract asset included

Transferred to trade receivable from contract asset included

in beginning of the year contract asset ( 11,412 )

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Extremity Orthopedics (1)

— 78,316 90,082

Private Label 131,413 124,753 105,683

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(1) On January 4, 2021, the Company completed its sale of its Extremity Orthopedics business.

In conjunction with the sale of this business, the Company rebranded the Orthopedics and Tissue Technologies segment as Tissue Technologies in the first quarter of 2021.

Acquisitions and Divestitures, for details.

See Note 4, Acquisitions and Divestitures, for details

(2) See Note 4.

Acquisitions and Divestitures, for details around the ACell acquisition.

Prior period amounts were reclassified between categories within the Codman Specialty Surgical segment to conform to the current period presentation.

(3) On August 31, 2022, the Company completed the sale of its non-core traditional wound care ("TWC") business.

See Note 4, Acquisitions and Divestitures

See Note 16, Segment and Geographical Information , for details of revenues based on the location of the customer.

ACQUISITIONS AND DIVESTITURES

Surgical Innovation Associates, Inc.

On December 6, 2022, the Company completed its acquisition of Surgical Innovation Associates, Inc.

("SIA") for an acquisition purchase price of $ 51.5 million.

In addition to the purchase price, the acquisition includes two separate contingent considerations payments, which are dependent on 1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $ 50.0 million in additional payments), as well as 2) the approval by the FDA of the Premarket Approval (“PMA”) Application for DuraSorb for certain uses by certain timing targets (up to $ 40.0 million in additional payments).

SIA's core technology, DuraSorb, is a fully resorbable scaffold of a globally accepted polymer, which is cleared for use in hernia repair, abdominal wall, and other soft tissue reinforcement.

DuraSorb sales will be reported within Integra’s Tissue Technologies segment as part of its Wound Reconstruction and Care franchise.

Assets Acquired and Liabilities Assumed at Fair Value

The SIA Acquisition has been accounted for using the acquisition method of accounting.

This method requires that assets acquired, and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

Dollars in thousands Valuation as of December 6, 2022 Weighted Average Life

Current assets:

Trade accounts receivable, net 1,551

Inventories, net 2,900

Prepaid expenses and other current assets 1,654

Total current assets $ 10,543

Intangible assets 75,000 14 years

Goodwill 41,854

Total assets acquired $ 127,397

Current liabilities:

Accounts payable and accrued expenses $ 2,044

Total current liabilities $ 2,044

Deferred Tax Liability 11,799

Contingent consideration 57,607

Total liabilities assumed 71,450

Net assets acquired $ 55,947

Developed Technology

The estimated fair value of the developed technology was determined using the multi-period excess earnings method of the income approach, which estimates value based on the present value of future economic benefits.

Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, working capital, and contributory asset charges, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of the asset’s life cycle, and competitive trends impacting the asset and the cash flow stream.

The Company used a discount rate of 18 % to arrive at the present value for the acquired intangible assets to reflect the rate of return a market participant would expect to earn and incremental commercial uncertainty in the cash flow projections.

No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change.

For these and other reasons, actual results may vary significantly from estimated results.

The Company allocated goodwill related to the SIA Acquisition to the Tissue Technologies segment.

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce.

A key factor that contributes to the recognition of goodwill, and a driver for the Company’s acquisition of SIA, is the attractive growth opportunities presented by the surgical matrix business in the breast reconstruction market.

Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes.

Contingent Consideration

The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving contingent obligations.

The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined using the fair value concepts in ASC 820.

The resulting most likely payouts are discounted using an appropriate effective annual interest rate.

At each reporting date, the contingent consideration obligation will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in the consolidated statement of operations.

Changes in the fair value of the contingent considerations may result from changes in discount periods and rates and changes in the timing and amount of revenue estimates.

Changes in assumptions utilized in the contingent consideration fair value estimates could result in an increase in the contingent consideration obligation and a corresponding charge to operating results.

As part of the acquisition, the Company is required to pay to the shareholder of SIA up to $ 90.0 million for two separate payments, which are dependent on 1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $ 50.0 million in additional payments), as well as 2) the approval by the FDA of the PMA for DuraSorb for certain uses by

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

certain timing targets (up to $ 40.0 million in additional payments).

The Company used iterations of the Monte Carlo simulation to calculate the fair value of the contingent consideration for the revenue-based milestone that considered the possible outcomes of scenarios related to each specific milestone for the revenue based performance milestone.

The Company used probabilities of achieving the conditions to calculate the fair value of the contingent consideration for the PMA approval milestone.

The Company estimated the fair value of the contingent consideration for the revenue based milestone to be $ 32.6 million at the acquisition date and $ 25.0 million for the PMA approval milestone.

Deferred Tax Liabilities

Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments.

These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions.

Sale of non-core traditional wound care business

On August 31, 2022, the Company completed its sale of its non-core traditional wound care ("TWC") business to Gentell, LLC ("Gentell") for $ 28.8 million, which consists of $ 27.8 million in cash plus $ 1.0 million in contingent consideration which may be received upon achieving certain revenue-based performance milestones two years after the closing date.

The proceeds from the sale of the TWC business of $ 27.8 million is presented in the consolidated statement of cash flows net of cash transferred of $ 3.5 million and other transaction fees.

The transaction included the sale of the Company's TWC products, such as sponges, gauze and conforming bandages, and certain advanced wound care dressings, such as supportive, calcium alginate, hydrogel, and foam dressings.

The divestiture did not represent a strategic shift that had a major effect on the Company's operations and financial statements.

Goodwill was allocated to the assets and liabilities divested using the relative fair value method of the TWC business to the Company's Tissue Technologies reportable business segment.

In connection with the sale, the Company recognized $ 0.6 million as a gain from the sale of the business in the consolidated statement of operations for the year ended December 31, 2022.

The transaction is subject to final working capital adjustments.

In addition to the purchase and sale agreement, the Company also entered into a contract manufacturing agreement with Gentell.

Under the terms of the agreement, Gentell received inventory, equipment, and tooling to manufacture certain MediHoney® and TCC-EZ® products on behalf of the Company.

On the close date of this transaction, the Company transferred all inventory associated with these products to Gentell and recognized an asset of $ 11.1 million, as a form of a deposit for the inventory transferred, which based on the expected timing of inventory purchases, was primarily included within prepaid expenses and other current assets in the consolidated balance sheet.

This deposit will be utilized by the Company on future orders placed to Gentell for such products.

As of December 31, 2022, the Company had a deposit remaining of $ 8.3 million which is included in prepaid assets and recognized a payable due to Gentell of $ 2.7 million, which is included in the consolidated balance sheet within accrued expenses and other current liabilities.

Sale of Extremity Orthopedics Business

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Total liabilities held for sale $ 11,751

The divestiture does not represent a strategic shift that will have a major effect on the Company's operations and financial statements.

The divestiture did not represent a strategic shift that had a major effect on the Company's operations and financial statements.

Goodwill was allocated to the assets and liabilities divested using the relative fair value method of the Extremity Orthopedics business to the Company's Tissue Technologies reporting unit.

In connection with the sale, the Company recognized a gain of $ 41.8 million that is presented in Gain from the sale of business in the consolidated statement of operations for the year ended December 31, 2021.

The Company finalized the net working capital and paid an additional $ 1.3 million to Smith & Nephew as of December 31, 2021.

The Company also entered into a transition services agreement with Smit h & Nephew which requires the Company to provide certain services on behalf of Smith & Nephew for the duration of the period subsequent to the sale of the business as defined in the agreement.

The Company recognized a payable due to Smith & Nephew of $ 9.1 million as of December 31, 2021, included in the consolidated balance sheet within accrued expenses and other current liabilities.

The Company finalized the net working capital to Smith & Nephew as of December 31, 2021.

The Company also entered into a transition services agreement ("TSA") with Smit h & Nephew which requires the Company to provide certain services on behalf of Smith & Nephew for the duration of the period subsequent to the sale of the business as defined in the TSA.

The Company recognized a payable due to Smith & Nephew of $ 2.3 million as of December 31, 2022, which is included in the consolidated balance sheet within accrued expenses and other current liabilities.

The TSA includes services such as invoicing and cash collections from customers on behalf of Smith & Nephew.

As of December 31, 2022, the Company has concluded the majority of the transition services agreement, pending final payment.

On January 20, 2021, the Company acquired ACell, Inc.

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Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent Consideration

As part of the acquisition, the Company is required to make payments to the former shareholders of ACell up to $ 100 million based on the achievement of certain revenue-based performance milestones in 2022, 2023, and 2025.

Based on revenue performance in 2022, no payment will be made for the first performance milestone.

T he Company used iterations of the Monte Carlo simulation to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specific milestone.

The Company estimated the fair value of the contingent consideration to be $ 23.9 million at the acquisition date.

The estimated fair value as of December 31, 2021 was $ 21.8 million.

This amount is included in other liabilities at December 31, 2021 in the consolidated balance sheets of the Company.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company recorded $ 3.7 million and $ 21.8 million in other liabilities as of December 31, 2022 and 2021, respectively, in the consolidated balance sheets of the Company.

The change in the fair value of the contingent obligation was primarily as a result of changes in the timing and amount of revenue estimates.

The Company determined the acquisition date fair value of contingent consideration obligations using a Monte Carlo simulation, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities.

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These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions.

Pro Forma Results (unaudited)

Pro forma revenues for the year ended December 31, 2021 and 2020 were $ 1,547.0 million and $ 1,466.8 million, respectively.

Pro forma net income and earnings per share are not presented for this acquisition as they are not material.

Arkis BioSciences Inc.

On July 29, 2019, the Company acquired Arkis BioSciences Inc.

("Arkis") for an acquisition purchase price of $ 30.6 million (the "Arkis Acquisition") plus contingent consideration of up to $ 25.5 million, that may be payable based on the successful completion of certain development and commercial milestones.

The contingent consideration had an acquisition date fair value of $ 13.1 million.

Arkis was a privately-held company that marketed the CerebroFlo ® external ventricular drainage (EVD) catheter with Endexo ® technology, a permanent additive designed to reduce the potential for catheter obstruction due to thrombus formation.

Assets Acquired and Liabilities Assumed at Fair Value

The Arkis Acquisition has been accounted for using the acquisition method of accounting.

This method requires that assets acquired and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date.

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date:

Dollars in thousands Final Valuation Weighted Average Life

Other current assets 751

Property, plant and equipment 457

Deferred tax assets 1,697

Intangible assets:

CerebroFlo developed technology 20,100 15 years

Enabling technology license 1,980 14 years

Goodwill 27,153

Total assets acquired 52,228

Accounts payable, accrued expenses and other liabilities 2,926

Contingent consideration 13,100

Deferred tax liabilities 5,603

Net assets acquired $ 30,599

Intangible Assets

The estimated fair value of the intangible assets was determined using the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life.

Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset (including net revenues, cost of sales, R&D costs, selling and marketing costs, and working capital/contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company used a discount rate of 14.5 % to arrive at the present value for the acquired intangible assets to reflect the rate of return a market participant would expect to earn and incremental commercial uncertainty in the cash flow projections.

No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change.

For these and other reasons, actual results may vary significantly from estimated results.

The Company allocated goodwill related to the Arkis Acquisition to the Codman Specialty Surgical segment.

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce.

One of the key factors that contributes to the recognition of goodwill, and a driver for the Company's acquisition of Arkis, is the planned expansion of the Endexo technology with the existing products within the Codman Specialty Surgical segment.

Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes.

Contingent Consideration

The Company determined the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving contingent obligations.

The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined using the fair value concepts in ASC 820.

The resultant probability-weighted cash flows are discounted using an appropriate effective annual interest rate.

At each reporting date, the contingent consideration obligation is revalued to estimated fair value and changes in fair value will be reflected as income or expense in our consolidated statement of operations.

Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations.

Adverse changes in assumptions utilized in the contingent consideration fair value estimates could result in an increase in the contingent consideration obligation and a corresponding charge to operating results.

As part of the acquisition, the Company is required to pay the former shareholders of Arkis up to $ 25.5 million based on the timing of certain development milestones of $ 10 million and commercial sales milestones of $ 15.5 million, respectively.

The Company used a probability weighted income approach to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specified milestone.

The Company estimated the fair value of the contingent consideration to be $ 13.1 million at the acquisition date.

The estimated the fair value as of December 31, 2021 was $ 15.1 million.

The Company recorded $ 3.7 million in accrued expenses and other current liabilities and $ 11.4 million in other liabilities at December 31, 2021 in the consolidated balance sheets of the Company.

Deferred Tax Liabilities

Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments.

These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions.

The pro forma results are not presented for this acquisition as they are not material.

Rebound Therapeutics Corporation

On September 9, 2019, the Company acquired Rebound Therapeutics Corporation (“Rebound”), developers of a single-use medical device known as the Aurora ® Surgiscope ® System ("Aurora") which enables minimally invasive access, using optics and illumination, for visualization, diagnostic and therapeutic use in neurosurgery (the “Rebound transaction”).

Under the terms of the Rebound transaction, the Company made an upfront payment of $ 67.1 million and are committed to pay up to $ 35.0 million of contingent development milestones upon achievement of certain regulatory milestones.

The acquisition of Rebound was primarily concentrated in one single identifiable asset and thus, for accounting purposes, the Company has concluded that the acquired assets do not meet the accounting definition of a business.

The initial payment was allocated primarily to Aurora, resulting in a $ 59.9 million IPR&D expense.

The balance of approximately $ 7.2 million, which included $ 2.1 million of cash and cash equivalents and a net deferred tax asset of $ 4.2 million, was allocated to the remaining net assets acquired.

The deferred tax asset primarily resulted from a federal net operating loss carry forward.

During the fourth quarter of 2019, the Company achieved the first developmental milestone which triggered a $ 5.0 million obligation to be paid to former shareholders of Rebound.

The Company recorded $ 5.0 million as IPR&D expense in the consolidated statements of operations.

The obligation was included in accrued expenses and other current liabilities at December 31, 2019 in the consolidated balance sheets.

The milestone was paid during the first quarter of 2020.

During the fourth quarter of 2020, the Company achieved another developmental milestone which triggered a $ 20.0 million obligation to be paid to the former shareholders of Rebound.

The Company recorded $ 20.0 million as an intangible asset in the consolidated balance sheet upon achieving the milestone.

The milestone was paid during the fourth quarter of 2020.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the fourth quarter of 2021, the Company achieved its final developmental milestone which triggered a $ 5.0 million obligation to be paid to the former shareholders of Rebound.

The Company recorded $ 5.0 million as an intangible asset in the consolidated balance sheet upon achieving the milestone.

The remaining obligation was included in accrued expenses and other current liabilities at December 31, 2021 in the consolidated balance sheets.

The milestone is expected to be fully paid during the first quarter of 2022.

Integrated Shoulder Collaboration, Inc.

On January 4, 2019, the Company entered into a licensing agreement with Integrated Shoulder Collaboration, Inc ("ISC").

Under the terms of the agreement, the Company paid ISC $ 1.7 million for the exclusive, worldwide license to commercialize its short stem and stemless shoulder system.

A patent related to short stem and stemless shoulder systems was issued to ISC during the first quarter of 2019.

ISC is eligible to receive royalties on sales of the short stem and stemless shoulder system.

The Company has the option to acquire ISC at a date four years subsequent to the first commercial sale, which becomes mandatory upon the achievement of a certain sales thresholds of the short stem and stemless shoulder system, for an amount not to exceed $ 80.0 million.

The transaction was accounted for as an asset acquisition as the Company concluded that it acquired primarily one asset.

The total upfront payment of $ 1.7 million was expensed as a component of research and development expense and the future milestone and option payments will be recorded if the corresponding events become probable.

In connection with the sale of the Company's Extremity Orthopedic business, on January 4, 2021 the Company paid $ 41.5 million to CFO pursuant to the terms of certain agreements between the Company and CFO relating to the sale of shares of ISC effectively terminating our licensing agreement with ISC.

Amendment to the Sixth Amended and Restated Senior Credit Agreement

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(i) a $ 877.5 million Term Loan facility, and (ii) a $ 1.3 billion revolving credit facility, which includes a $ 60 million sublimit for the issuance of standby letters of credit and a $ 60 million sublimit for swingline loans.

On July 14, 2020, the Company entered into an amendment (the "July 2020 Amendment") to the February 2020 Amendment of the Senior Credit Facility to increase financial flexibility through June 30, 2021, in light of the unprecedented impact and uncertainty of the COVID-19 pandemic on the global economy.

The July 2020 amendment did not increase the Company’s total indebtedness.

In connection with the July 2020 amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants (as defined in the Senior Credit Facility) was modified to the following:

The Company’s maximum consolidated total leverage ratio in the financial covenants (as defined in the Senior Credit Facility) is the following:

Fiscal Quarter Maximum Consolidated Total Leverage Ratio

Execution of July 2020 Amendment through June 30, 2021 5.50 to 1.00

September 30, 2022 through June 30, 2023 4.50 to 1.00

September 30, 2023 and the last day of each fiscal quarter thereafter 4.00 to 1.00

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the one-month Eurodollar Rate plus 1.00 %

The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness as of such date less cash that is not subject to any restriction on the use or investment thereof to (b) consolidated EBITDA (as defined by the July 2020 amendment), for the period of four consecutive fiscal quarters ending on such date).

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(b) consolidated EBITDA (as defined by the July 2020 amendment), for the period of four consecutive fiscal quarters ending on such date).

The Company will pay an annual commitment fee (ranging from 0.15 % to 0.30 %), based on the Company's consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility.

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In connection with the July 2020 amendment, the Company expensed $ 3.3 million of incremental financing costs in connection with the modification of the Senior Credit Facility during the third quarter of 2020.

At December 31, 2021 and 2020, there was $ 31.3 million and $ 97.5 million, respectively, outstanding under the revolving portion of the Senior Credit Facility at weighted average interest rates of 1.4 % and 1.5 %, respectively.

There was no balance outstanding at December 31, 2022 under the revolving portion of the Senior Credit Facility and as of December 31, 2021, there was $ 31.3 million, outstanding under the revolving portion of the Senior Credit Facility at weighted average interest rate of 1.4 %.

At December 31, 2022 and 2021, there was $ 771.3 million and $ 843.8 million, respectively, outstanding, under the Term Loan component of the Senior Credit Facility at weighted average interest rate of 5.6 % and 1.4 % , respectively.

At December 31, 2022 and 2021, there was $ 38.1 million and $ 45.0 million, respectively, of the Term Loan component of the Senior Credit Facility was classified as current on the consolidated balance sheets.

The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit and Term Loan components at December 31, 2021 were $ 31.0 million and $ 838.4 million, re spectively.

These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company.

The fair value of outstanding borrowings of the Senior Credit Facility's Term Loan components at December 31, 2022 was $ 800.8 million .

This fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company.

These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy.

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2025 $ 669,375

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 11.0 million in 2022, $ 10.3 million in 2023, $ 9.4 million in 2024, and $ 0.9 million in 2025.

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 42.7 million in 2023, $ 39.1 million in 2024, and $ 3.6 million in 2025.

Interest is calculated on the term loan portion of the Senior Credit Facility based on LIBOR plus the spread paid by the Company.

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(1) if the closing price of the Company's common stock has been at least 130 % of the conversion price during the period;

(2) if the average trading price per $1,000 principal amount of the 2025 Notes is less than or equal to 98 % of the average conversion

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

value of the 2025 Notes during a period as defined in the indenture;

(2) if the average trading price per $1,000 principal amount of the 2025 Notes is less than or equal to 98 % of the average conversion value of the 2025 Notes during a period as defined in the indenture;

(3) at any time on or after February 20, 2023;

1 unchanged sentence

As of December 31, 2022, none of these conditions existed with respect to the 2025 Notes and as a result the 2025 Notes are classified as long term.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On December 9, 2020, the Company entered into the First Supplemental Indenture to the original agreement dated as of February 4, 2020 between the Company and Citibank, N.A., as trustee, governing the Company’s outstanding 2025 Notes.

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The initial strike price of the warrant transactions was $ 113.34 for the 2025 Notes, subject to customary anti-dilution adjustments.

At December 31, 2020, the carrying amount of the liability component was $ 485.9 million, the remaining unamortized discount was $ 89.1 million, and the principal amount outstanding was $ 575.0 million.

On January 1, 2021, the Company adopted ASU 2020-06 using the modified retrospective method.

See Note 2, Summary of Significant Accounting Policies , for further details.

At December 31, 2022, the carrying amount of the liability was $ 575.0 million.

The fair value of the 2025 Notes at December 31, 2021 was $ 640.5 million.

The fair value of the 2025 Notes at December 31, 2022 wa s $ 560.5 million.

Factors that the Company considered when estimating the fair value of the 2025 Notes included recent quoted market prices or dealer quote.

The level of the 2025 Notes is considered as Level 1.

As a result of the adoption of ASU 2020-06, the Company recognized only cash interest related to the contractual interest coupon of $ 2.9 million on the 2025 Notes for the year ended December 31, 2021.

Prior to the adoption, during the year ended December 31, 2020, the Company recognized cash interest of $ 2.6 million and amortization of the discount on the liability component of $ 15.4 million for a total interest charge of $ 18.0 million on the 2025 Notes.

As a result of the adoption of ASU 2020-06, for both the years ended December 31, 2022 and 2021, the Company recognized only cash interest related to the contractual interest coupon on the 2025 Notes of $ 2.9 million.

Securitization Facility

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The May 2021 Amendment does not increase the Company’s total indebtedness.

At both December 31, 2021 and 2020, the Company had $ 112.5 million, of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 1.1 % and 1.3 %, respectively.

At December 31, 2022 and 2021, the Company had $ 104.7 million and $ 112.5 million, of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 5.0 % and 1.1 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at December 31, 2022 was $ 104.9 million.

14 unchanged sentences

Asset (Liability)

1-month USD LIBOR Loan — 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % $ — $ ( 929 )

1-month USD LIBOR Loan — 300,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % $ — $ ( 5,268 )

10 unchanged sentences

The Company has designated these derivative instruments as cash flow hedges.

The Company assesses the effectiveness of these derivative instruments and has recorded the changes in the fair value of the derivative instrument designated as a cash flow hedge as unrealized gains or losses in accumulated other comprehensive loss (“AOCL”), net of tax, until the hedged item affected earnings, at which point any gain or loss was reclassified to earnings.

If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the remaining amount of any gain or loss on the related cash flow hedge recorded in AOCL to interest expense at that time.

The Company assesses the effectiveness of these derivative instruments and has recorded the changes in the fair value of the derivative instrument designated as a cash flow hedge as unrealized gains or losses in accumulated other comprehensive income (“AOCI”), net of tax, until the hedged item affected earnings, at which point any gain or loss was reclassified to earnings.

Foreign Currency Hedging

2 unchanged sentences

The Company assesses the effectiveness of the contracts that are designated as hedging instruments.

The changes in fair value of foreign currency cash flow hedges are recorded in AOCL, net of tax.

Those amounts are subsequently reclassified to earnings from AOCL as impacted by the hedged item when the hedged item affects earnings.

The changes in fair value of foreign currency cash flow hedges are recorded in AOCI, net of tax.

Those amounts are subsequently reclassified to earnings from AOCI as impacted by the hedged item when the hedged item affects earnings.

If the hedged forecasted transaction does not occur, or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time.

For contracts not designated as hedging instruments, the changes in fair value of the contracts are recognized in other income, net in the consolidated statements of operation, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.

During the fourth quarter of 2020, the Company entered into foreign currency forward contracts, with a notional amount of $ 9.7 million, to mitigate the foreign exchange risk related to certain intercompany loans denominated in Canadian Dollar ("CAD") and intercompany receivables denominated in Japanese Yen ("JPY").

The contracts are not designated as hedging instruments.

The Company subsequently settled its foreign currency forward contracts associated with the intercompany receivables denominated in JPY during the first quarter of 2021.

The Company recognized a $ 0.2 million loss from the change in fair value of the contracts, which was included in other income, net in the consolidated statement of operations as of December 31, 2021 and 2020, respectively.

The fair value of the foreign currency forward contracts denominated in CAD was $ 0.2 million as of December 31, 2021.

The fair value of the foreign currency forward contracts was $ 0.2 million as of December 31, 2020.

During the second quarter of 2021, the Company entered into a foreign currency swap, with a notional of $ 7.3 million to mitigate the risk from fluctuations in foreign currency exchange rates associated with certain intercompany loan denominated in

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Japanese Yen ("JPY").

In a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another currency at a fixed exchange rate, generally set at inception, calculated by reference to an agreed upon notional amount.

The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party.

The change in fair value of the foreign currency swap was $ 0.6 million as of December 31, 2021.

The success of the Company’s hedging program depends, in part, on forecasts of certain activity denominated in foreign currency.

4 unchanged sentences

The CHF- denominated intercompany loans were the result of the purchase of intellectual property by a subsidiary in Switzerland as part of an acquisition.

On September 26, 2022, the Company amended the CHF-denominated intercompany loan to extend the termination date to September 2023 and as a result, the Company early terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $ 50.0 million.

Simultaneously, the Company entered into a cross-currency swap agreement to convert a notional amount of CHF 48.5 million equivalent to $ 49.1 million of this

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

amended intercompany loan into U.S.

The loss recorded by the Company upon the settlement of the swap was not material for the period.

As of December 31, 2022, $ 49.1 million of the $ 300.0 million notional amount remain outstanding.

On December 21, 2020, the Company entered into cross-currency swap agreements to convert a notional amount of $ 471.6 million equivalent to 420.1 million of a CHF-denominated intercompany loan into U.S.

11 unchanged sentences

Receive U.S.$ 4.52 % $ — 150,000

Pay CHF October 2, 2017 October 2, 2022 1.95 % CHF 145,598 145,598 ( 8,283 ) ( 11,262 )

Receive U.S.$ 4.52 % $ 150,000 150,000

Pay CHF December 21, 2020 December 22, 2025 3.00 % CHF 374,137 397,137 ( 4,241 ) 41

Receive U.S.$ 3.98 % $ 420,001 445,821

Pay CHF September 28, 2022 September 29, 2023 1.95 % CHF 48,532 — ( 3,528 ) —

Receive U.S.$ 5.32 % $ 49,142 —

Total $ ( 7,769 ) $ ( 8,242 )

On October 3 rd , 2022, in accordance with the termination date, the Company settled cross-currency swaps designated as cash flow hedges of an intercompany loan with aggregate notional amounts of $ 100 million.

Based on the closing exchange rates, the gain upon settlement of these swaps was approximately $ 1.6 million which was offset by the loss on the settlement of the intercompany loan.

On October 4, 2021 in accordance with the termination date, the Company settled a cross-currency swap designated as a cash flow hedge of an intercompany loan with an aggregate notional amount of $ 50.0 million.

The gain recorded by the Company upon the settlement of the swap was not material for the period.

On October 2, 2020 in accordance with the termination date, the Company settled a cross-currency swap designated as a cash flow hedge of an intercompany loan with an aggregate notional amount of $ 33.3 million.

As a result of the settlement, the Company recorded a loss of $ 0.3 million in other income, net in the consolidated statement of operations.

The cross-currency swaps are carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in AOCL.

For the years ended December 31, 2021 and 2020, the Company recorded a gain of $ 23.8 million and loss of $ 21.7 million, respectively, in other income, net related to change in fair value related to the foreign currency rate tran slation to offset the gains or losses recognized on the intercompany loans.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2021 and 2020, the Company reco rded a gain of $ 24.3 million and a loss of $ 17.1 million, respectively, in AOCL related to change in fair value of the cross-currency swaps.

For the years ended December 31, 2021 and 2020, the Company reco rded gains of $ 9.1 million an d $ 5.8 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated loss that is expected to be reclassified to other income, net from AOCL as of December 31, 2021 within the next twelve months is $ 3.4 million.

As of December 31, 2021, the Company does not expect any gains or losses will be reclassified into earnings as a result of the discontinuance of these cash flow hedges because the original forecasted transaction will not occur.

The cross-currency swaps are carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in AOCI.

Net Investment Hedges

1 unchanged sentence

The Company is exposed to foreign exchange risk from its international operations through foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business.

On October 1, 2018 and December 16, 2020, the Company entered into cross-currency swap agreements designated as net investment hedges to partially offset the effects of foreign currency on foreign subsidiaries.

On October 1, 2018 ,December 16, 2020 and May 26, 2022, the Company entered into cross-currency swap agreements designated as net investment hedges to partially offset the effects of foreign currency on foreign subsidiaries.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company held the following cross-currency rate swaps designated as net investment hedges as of December 31, 2022 and 2021 (dollar amounts in thousands):

December 31, 2021 December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021

Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value

4 unchanged sentences

Receive U.S.$ 2.19 % $ 45,000 45,000

Pay EUR October 3, 2018 September 30, 2025 — % EUR 38,820 2,147 92

Receive U.S.$ 2.19 % $ 45,000

Pay CHF December 16, 2020 December 16, 2027 — % CHF — 222,300 — ( 792 )

Receive USD 1.10 % $ — 250,000

Pay CHF May 26, 2022 December 16, 2028 — % CHF 288,210 — ( 14,663 ) —

Receive U.S.$ 1.94 % $ 300,000 —

Total $ ( 5,643 ) $ 3,858

On May 26, 2022, the Company early settled cross-currency swaps designated as net investment hedge with an aggregate notional amount of $ 250 million equivalent to 222.3 million CHF.

The original settlement date was December 16, 2027.

As a result of the settlement, the Company recorded a gain of $ 4.9 million in AOCI.

On May 26, 2022, the Company entered into cross-currency swap agreements designated as net investment hedge to replace these swaps with a notional amount of $ 300 million equivalent to 288 million CHF.

On September 30, 2021, in accordance with the termination date, the Company settled cross-currency swaps designated as net investment hedge with an aggregate notional amount of $ 52 million equivalent to 44.9 million Euros.

As a result of the settlement, the Company recorded a gain of $ 0.1 million in AOCL.

During the year ended December 31, 2020, the Company settled cross-currency swaps designated as net investment hedge with an aggregate notional amount of $ 167.5 million and 128.3 million Pound Sterling respectively as a result of an intra-entity transfer of certain intellectual property rights to a subsidiary.

The original settlement date was September 30, 2025.

As a result of the settlement, the Company recorded a loss of $ 7.8 million in AOCL.

The cross-currency swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCL.

For the year ended December 31, 2021 and 2020, the Company recorded a gain of $ 16.5 million and a loss of $ 14.9 million, respectively, in AOCL related to the change in fair value of the cross-currency swaps.

For the years ended December 31, 2021 and 2020, the Company recorded a gain of $ 6.5 million an d $ 7.6 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The estimated gain that is expected to be reclassified to interest income from AOCL as of December 31, 2021 within the next twelve months is $ 5.1 million.

As a result of the settlement, the Company recorded a gain of $ 0.1 million in AOCI.

The cross-currency swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI.

Counterparty Credit Risk

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Effects of Derivative Instruments on Financial Position and Results of Operations

The following table summarizes the fair value for derivatives designated as hedging instruments in the consolidated balance sheets as of December 31, 2022 and 2021:

6 unchanged sentences

Cross-currency swap 4,497 4,900

Interest rate swap (2)

Net Investment Hedges

9 unchanged sentences

Interest rate swap (2)

$ 18,187 $ 22,033

Cross-currency swap 3,528 8,283

4 unchanged sentences

Interest rate swap (2)

30,143 71,736

Cross-currency swap 8,738 4,859

7 unchanged sentences

The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying consolidated statement of operations during the years ended December 31, 2022 and 2021:

Dollars in thousands Balance in AOCL

Dollars in thousands Balance in AOCI

Year Amount of

Recognized in

AOCL Amount of Gain (Loss)

AOCI Amount of Gain (Loss)

Reclassified from

Earnings Balance in AOCL

Earnings Balance in AOCI

End of Year Location in

14 unchanged sentences

$ ( 107,133 ) $ 68,192 $ 17,024 $ ( 55,965 )

For the years ended December 31, 2022 and 2021, the Company recorded a gain of $ 11.1 million and gain of $ 23.8 million , respectively, in other income, net related to change in fair value related to the foreign currency rate tran slation of the cross-currency swaps, designated as cash flow hedges, to offset the gains or losses recognized on the intercompany loans.

For the years ended December 31, 2022 and 2021, the Company reco rded gains of $ 8.4 million an d $ 9.1 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps designated as cash flow hedges.

The estimated gain that is expected to be reclassified to other income, net from AOCI as of December 31, 2022, for the cross-currency swaps designated as cash flow hedges within the next twelve months is $ 4.5 million.

As of December 31, 2022, the Company does not expect any gains or losses will be reclassified into earnings as a result of the discontinuance of these cash flow hedges because the original forecasted transaction will not occur.

The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2022 for the c ross-currency swaps designated as net investment hedges, within the next twelve months is $ 11.7 million.

Derivative Instruments not designated hedges:

During the fourth quarter of 2020, the Company entered into foreign currency forward contracts, with a notional amount of $ 4.2 million, to mitigate the foreign exchange risk related to certain intercompany loans denominated in Canadian Dollar ("CAD").

These contracts were settled in third quarter of 2022.

During the second quarter of 2021, the Company entered into a foreign currency swap, with a notional amount of $ 7.3 million, to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in JPY.

The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party.

The Company subsequently paid down a portion of this swap, bringing the notional amount down to $ 6.4 million.

The following table summarizes the gains (losses) of derivative instruments not designated as hedges on the condensed consolidated statements of income, which was included in other income:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Dollars in thousands December 31,

Foreign currency forward contracts $ — $ ( 174 )

Foreign currency swaps 1,258 629

Total $ 1,258 $ 455

GOODWILL AND OTHER INTANGIBLE ASSETS

12 unchanged sentences

The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the third quarter of 2022, the Company elected to perform a qualitative analysis for its three reporting units.

3 unchanged sentences

Goodwill at January 1, 2021 $ 671,975 $ 260,392 $ 932,367

Transfer to assets held for sale — ( 47,546 ) ( 47,546 )

Foreign currency translation 18,475 7,158 25,633

Goodwill at December 31, 2020 $ 671,975 $ 260,392 $ 932,367

ACell Acquisition — 94,147 94,147

Foreign currency translation ( 8,547 ) ( 4,509 ) ( 13,056 )

Goodwill at December 31, 2021 $ 663,428 $ 350,030 $ 1,013,458

On January 4, 2021, the Company completed its sale of its Extremity Orthopedics business.

In conjunction with the sale of this business, the Company rebranded the Orthopedics and Tissue Technologies segment as Tissue Technologies in the first quarter of 2021.

Acquisitions and Divestitures , for details.

Balance at December 31, 2021 $ 663,428 $ 350,030 $ 1,013,458

Sale of non-core traditional wound care business — ( 5,019 ) ( 5,019 )

SIA Acquisition — 41,855 41,855

Foreign currency translation ( 7,209 ) ( 4,204 ) ( 11,413 )

Balance at December 31, 2022 $ 656,219 $ 382,662 $ 1,038,881

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Intangible Assets

28 unchanged sentences

30,211 ( 16,192 ) 14,019

All other (1)

All other 11 years

6,258 ( 3,891 ) 2,367

$ 1,646,892 $ ( 501,319 ) $ 1,145,573

(1) Prior period amounts were reclassified as it relates to All Other within this table to conform to the current period presentation

At December 31, 2020, $ 13.3 million of Intangible assets, net were presented separately as "Assets held for sale" in conjunction with the sale of the Extremity Orthopedics business.

The increase in the Company's identifiable intangible assets at December 31, 2021 as compared to the year ended December 31, 2020, was primarily driven from intangible assets acquired in conjunction with the ACell Acquisition.

See Note 4, Acquisitions and Divestitures , for details.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Intangible Assets with Indefinite Lives

12 unchanged sentences

Amortization expense (including amounts reported in cost of product revenues) for the years ended December 31, 2022, 2021 and 2020 was $ 78.3 million, $ 83.3 million and $ 74.5 million, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Annual amortization expense is expected to approximate $ 82.3 million in 2023, $ 81.7 million in 2024, $ 81.7 million in 2025, $ 81.5 million in 2026, $ 79.6 million in 2027 and $ 551.6 million thereafter.

1 unchanged sentence

TREASURY STOCK

As of December 31, 2021 and 2020, there were 4.9 million shares of treasury stock outstanding with a cost of $ 234.4 million and $ 235.1 million, respectively, at a weighted average cost per share of $ 47.86 .

On December 7, 2020, the Board of Directors authorized the Company to repurchase up to $ 225 million of the Company’s common stock.

As of December 31, 2022 and 2021, there were 6.8 million and 4.9 million shares of treasury stock outstanding with a cost of $ 362.9 million and $ 234.4 million, respectively, at a weighted average cost per share of $ 53.18 and $ 47.86 , respectively.

On January 26, 2023, the Company entered into a $ 150 million accelerated share repurchase ("2023 ASR") and received 2.1 million shares of the Company common stock at inception of the 2023 ASR, which represented approximately 80 % of the expected total shares of under the 2023 SAR.

The remaining repurchase transactions are expected to be completed in the first half of 2023.

On April 26 2022, the Board of Directors authorized the Company to repurchase up to $ 225 million of the Company’s common stock.

The program allows the Company to repurchase its shares opportunistically from time to time.

The repurchase authorization expires in December 2024.

The price and timing of any future purchases under the share repurchase program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price, and such repurchases may be discontinued at any time.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended December 31, 2021, there were no repurchases of the Company’s common stock as part of the share repurchase authorization.

This stock repurchase authorization replaces the previous $ 225 million stock repurchase authorization, of which $ 100 million remained authorized at the time of its replacement, and which was otherwise set to expire on December 31, 2022.

Purchases may be affected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing.

On January 12, 2022, the Company entered into a $ 125 million accelerated share repurchase ("2022 ASR") and received 1.48 million shares of Company common stock at inception of the 2022 ASR, which represented approximately 80 % of the expected total shares under the 2022 ASR.

The remaining 20 % of the expected total shares is expected to settle in the first half of 2022, upon which additional shares of common stock may be delivered to the Company or, under certain circumstances, the Company may be required to make a cash payment or may elect to deliver shares of our common stock to the 2022 ASR counterparty in each case pursuant to the terms of the 2022 ASR agreement between the Company and the 2022 ASR counterparty.

The total number of shares to be delivered or the amount of such payment, as well as the final average price per share, will be based on the volume-weighted average price, less a discount, of the Company's common stock during the term of the transaction.

As a result of this transaction, $ 100 million remains available under the $ 225 million stock repurchase authorization .

During the twelve months ended December 31, 2020, the Company repurchased 2.1 million shares of Integra’s common stock as part of the previous share repurchase authorization.

The Company utilized $ 100.0 million of net proceeds from the offering of the Convertible Senior Notes to execute the share repurchase transactions.

This included $ 7.6 million from certain purchasers of the convertible notes in conjunction with the closing of the offering.

On February 5, 2020, the Company entered into a $ 92.4 million accelerated share repurchase ("2020 ASR") to complete the remaining $ 100.0 million of share repurchase.

The Company received 1.3 million shares at inception of the 2020 ASR, which represented approximately 80 % of the expected total shares.

Upon settlement of the 2020 ASR in June 2020, the Company received an additional 0.6 million shares determined using the volume-weighted average price of the Company's common stock during the term of the transaction.

I n March 24, 2022, the early exercise provision was exercised by the 2022 ASR counterparty.

Upon settlement on March 24, 2022, the Company received an additional 0.46 million shares determined using the volume-weighted average price of the Company's common stock during the term of the 2022 ASR.

For the year ended December 31, 2021, there were no repurchases of the Company’s common stock as part of the share repurchase authorization.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law.

The Act implements a new excise tax of 1% on the net share repurchases made by the company effective for share repurchases performed January 1, 2023, or after.

STOCK-BASED COMPENSATION

15 unchanged sentences

During the years ended December 31, 2022, 2021 and 2020, the Company issued 20,780 shares, 16,948 shares and 18,284 shares under the ESPP for $ 1.1 million, $ 1.1 million and $ 1.1 million, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

EQUITY AWARD PLANS

3 unchanged sentences

The Company has reserved 4.0 million shares under each of the 2000 Plan and the 2001 Plan, and 14.7 million shares under the 2003 Plan.

The Plans permit the Company to grant incentive and non-qualified stock options, stock appreciation rights,

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company.

The Plans permit the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company.

Stock options issued under the 2003 Plan became exercisable over specified periods, generally within four years from the date of grant for officers and employees, and within one year from the date of the grant for members of the Board of Directors.

The awards generally expire eight years from the grant date for employees and from six to ten years for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change in control provisions within their grant agreements.

The awards generally expire eight years from the grant date for employees and from six to ten for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change in control provisions within their grant agreements.

Restricted stock issued under the 2003 Plan vests ratably over specified periods, generally three years after the date of grant.

27 unchanged sentences

Exercisable at December 31, 2022 871 $ 45.82 3.30 $ 9,635

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company recognized $ 3.5 million, $ 5.0 million and $ 3.2 million in expense related to stock options during the years ended December 31, 2022, 2021 and 2020, respectively.

4 unchanged sentences

These costs are expected to be recognized over a weighted-average period of approximately two years .

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Awards of Restricted Stock, Performance Stock and Contract Stock

6 unchanged sentences

Adjustments for performance achievement related to award target

— — ( 18 ) 60.76

Cancellations ( 34 ) 62.29 ( 10 ) 59.88

Released ( 239 ) 58.27 ( 252 ) 59.38

Vested but not released — — ( 289 ) 58.06

Unvested, December 31, 2022 483 $ 61.63 407 62.88

5 unchanged sentences

The fair value of these awards is being expensed on a straight-line basis over the vesting period.

As of December 31, 2022, there were 129,399 performance stock units ("PSU's") subject to vest and be released based on 2022 performance achievement.

As of December 31, 2022, there was approximately $ 29.7 million of total unrecognized compensation costs related to unvested restricted stock, performance stock and contract stock awards.

These costs are expected to be recognized over a weighted-average period of approximately two years .

As of December 31, 2021, there were approximately 0.5 million vested Restricted Units and 0.1 million vested performance share units held by various employees for which the related shares have not yet been issued.

The final determination of the number of shares to be issued is made by the Company's Compensation Committee of the Board of Directors which is contingent upon achieving certain revenue and organic revenue growth performance metric.

At December 31, 2022, there were approximately 3.1 million shares available for grant under the 2003 Plan.

42 unchanged sentences

Benefit payment ( 999 ) ( 2,128 )

Plans transferred in — —

Effect of foreign currency exchange rates ( 1,810 ) ( 2,657 )

24 unchanged sentences

Total unamortized gains and losses in excess of the corridor are amortized over the average remaining future service.

Prior service costs/benefits for the pension plans are amortized over the average remaining future service of plan participants at the time of the plan amendment.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Prior service costs/benefits for the pension plans are amortized over the average remaining future service of plan participants at the time of the plan amendment.

The net plan assets of the pension plans are invested in common trusts.

14 unchanged sentences

The Company maintains a Deferred Compensation Plan in which certain employees of the Company may defer the payment and taxation of up to 75 % of their base salary and up to 100 % of bonus amounts and other eligible cash compensation.

During the first quarter of 2020, employees participating in the Company's deferred compensation plan began to defer their compensation.

This deferred compensation is invested in funds offered under this plan and is valued based on Level 1 measurements in the fair value hierarchy.

11 unchanged sentences

As most of the Company's leases do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

Total operating lease expense for the year ended December 31, 2021 and December 31, 2020, was $ 20.3 million and $ 19.7 million, respectively, which includes $ 0.3 million, in related party operating lease expense.

Total operating lease expense for the year ended December 31, 2022 and 2021, was $ 22.6 million and $ 20.3 million, respectively, which includes $ 0.3 million, in related party operating lease expense.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

43 unchanged sentences

The current lease agreement also provides (i) a 5 -year renewal option for the Company to extend the lease from November 1, 2029 through October 31, 2034 at the fair market rental rate of the premises, and (ii) another 5 -year renewal option to extend the lease from November 1, 2034 through October 31, 2039 at the fair market rental rate of the premises.

Income (Loss) before income taxes consisted of the following:

Income before income taxes consisted of the following:

Years Ended December 31,

12 unchanged sentences

Excess tax benefits from stock compensation ( 2.4 ) % ( 1.2 ) % ( 1.0 ) %

Nondeductible meals and entertainment 0.1 % 0.4 % 1.5 %

Intercompany profit in inventory 0.3 % ( 0.2 ) % 1.2 %

Nondeductible facilitative costs 0.2 % 0.3 % 1.1 %

Contingent Consideration ( 2.0 ) % ( 0.2 ) % 0.2 %

Research and development credit ( 1.4 ) % ( 1.2 ) % ( 1.6 ) %

5 unchanged sentences

Gain from sale of business - book to tax differences — % 3.9 % 2.8 %

Swiss tax holiday — % — % ( 15.7 ) %

Nondeductible R&D expense

— % — % 22.7 %

Other ( 0.4 ) % — % 0.5 %

1 unchanged sentence

Our effective tax rate was 15.6 % and 21.2 % of income before income taxes for the years ended December 31, 2022 and December 31, 2021, respectively.

In 2022, the Company’s lower effective tax rate was driven by a $ 5.1 million income tax benefit related to stock compensation and a $ 2.4 million income tax benefit related to the filing of amended federal and state returns for prior years.

In 2021, the Company's higher effective tax rate was driven in part by an $ 8.5 million income tax expense for nondeductible goodwill related to the sale of the Extremity Orthopedics business, offset by a $ 3.1 million income tax benefit related to excess tax benefits from stock compensation.

7 unchanged sentences

The Co mpany recorded a $ 59.2 million deferred tax benefit in Switzerland related to the amortizable tax basis in the transferred intellectual property.

During 2021, the Company’s foreign operations generated a $ 63.6 million increase in income tax expense when compared to the same period in 2020, because of the intra-entity transfer of certain intellectual property in 2020, geographic and business mix of taxable earnings and losses, among other factors.

During 2022, the Company’s foreign operations generated a $ 0.4 million increase in income tax expense when compared to the same period in 2021, because of geographic and business mix of taxable earnings and losses, among other factors.

The 2022 foreign effective tax rate is 15.9 %, compared to 15.2 % in 2021.

The Company’s foreign tax rate is primarily based upon statutory rates and is also impacted by the intra-entity transfer of certain intellectual property as described above for 2020.

During 2020, the Company’s foreign operations generated a $ 48.2 million decrease in income tax expense when compared to the same period in 2019 due to the intra-entity transfer of certain intellectual property, geographic and business mix of taxable earnings and losses, among other factors.

The Company’s foreign tax rate is primarily based upon statutory rates.

The 2021 foreign effective tax rate is 15.2 %, compared to ( 57.1 )% in 2020.

The Company’s foreign tax rate is primarily based upon statutory rates and is also impacted by the intra-entity transfer of certain intellectual property as described above for 2020.

During 2019, the Company finalized negotiations related to tax holidays in Switzerland, on a federal, cantonal, and communal level.

The Company received a federal tax credit in Switzerland of $ 12.1 million ($ 0.14 per share), which may be used over a seven-year period, ending in 2024.

The Company also received a reduction in its rate for the cantonal and communal level taxes during the third quarter of 2019, pursuant to tax reform in Switzerland.

Changes to income tax laws and regulations, in any of the tax jurisdictions in which the Company operates, could impact the effective tax rate.

1 unchanged sentence

and non-U.S., are increasingly focused on tax reform and revenue-raising legislation.

The current U.S.

administration has proposed tax reform which, if enacted, may increase the Company’s U.S.

federal income tax liability.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law, the company does not expect the law to have a material impact on the company’s effective tax rate.

Further, legislation in foreign jurisdictions may be enacted, in response to the base erosion and profit-sharing (BEPS) project begun by the Organization for Economic Cooperation and Development (OECD).

27 unchanged sentences

Capitalization of research and development expenses 51,542 36,770

Unrealized foreign exchange loss 12,849 23,798

Unrealized foreign exchange gain 6,228 12,849

Charitable contributions carryforward 180 206

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Intangible and fixed assets ( 166,891 ) ( 152,150 )

Unrealized foreign exchange loss ( 12,991 ) —

Leases and Other ( 22,975 ) ( 17,658 )

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Total net deferred tax assets (liabilities) $ ( 17,344 ) $ 11,162

The 2017 U.S.

Tax Cuts and Jobs Act contained a provision which requires, for tax purposes, the capitalization and amortization of research and development expenses;

effective for years beginning after December 31, 2021.

The Company’s deferred tax assets increased by $ 20.2 million within the table above, related to the 2017 Tax Act.

At December 31, 2022, the Company had net operating loss carryforwards of $ 79.5 million for federal income tax purposes, $ 75.5 million for foreign income tax purposes and $ 37.9 million for state income tax purposes to offset future taxable income.

The majority of the federal net operating loss carryforwards expire through 2037, while $ 18.6 million have an indefinite carry forward period.

For foreign net operating loss carryforwards, the remaining $ 26.6 million have an indefinite carry forward period.

For foreign net operating loss carryforwards, $ 59.1 million will expire through 2028, while the remaining $ 16.4 million have an indefinite carry forward period.

The state net operating loss carryforwards expire through 2036.

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In the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made.

The Company’s valuation allowance decreased by less than $ 0.1 million, increased by less than $ 0.1 million and increased by $ 2.9 million at December 31, 2021, 2020 and 2019, respectively.

The 2021 and 2020 valuation allowance primarily remained unchanged from the prior period.

The valuation allowance at December 31, 2022 and 2021 primarily remained unchanged from respective prior periods;

decreasing by an immaterial amount in both periods.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period

Dollars in thousands

Year ended December 31, 2022

Deferred tax assets valuation allowance

15,258 ( 515 ) ( 71 ) 14,672

Year ended December 31, 2021

Deferred tax assets valuation allowance 13,825 1,444 89 ( 100 ) 15,258

Year ended December 31, 2020

Deferred tax assets valuation allowance 12,069 1,617 — 139 13,825

As of December 31, 2022, the Company has not provided deferred income taxes on unrepatriated earnings from foreign subsidiaries as they are deemed to be indefinitely reinvested unless there is a manner under which to remit the earnings with no material tax cost.

2 unchanged sentences

Reinvestment considerations would include future acquisitions, transactions, and capital expenditure plans.

As such, the Company has determined the tax impact of repatriating these earnings would no t be material as of December 31, 2021.

The Company does not anticipate the need to repatriate earnings from foreign subsidiaries as a result of the impact of the COVID-19 pandemic.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:

9 unchanged sentences

Approximately $ 0.7 million of the balance at December 31, 2022 relates to uncertain tax positions that, if recognized, would affect the annual effective tax rate.

There are no amounts within the balance of uncertain tax positions at December 31, 2021 related to tax positions for which it is reasonably possible that the amounts could be reduced during the twelve months following December 31, 2021.

The Company has $ 0.3 million of uncertain tax positions at December 31, 2022 related to tax positions for which it is reasonably possible that the amounts could be reduced during the twelve months following December 31, 2022.

The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense.

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consolidated Federal income tax returns by the IRS through fiscal year 2015.

All significant state and local matters have been concluded through fiscal 2015.

Additionally, the Company is no longer subject to examinations by the IRS for fiscal year 2017.

All significant state and local matters have been concluded through fiscal year 2014.

All significant foreign matters have been settled through fiscal 2015.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NET INCOME PER SHARE

14 unchanged sentences

Common stock of approximately 0.3 million and 0.1 million shares at December 31, 2022, and 2021 that are issuable through exercise of dilutive securities, respectively, and were not included in the computation of diluted net income per share because their effect would have been anti-dilutive.

Performance Shares and Restricted Units that entitle the holders to approximately 0.5 million shares of common stock are included in the basic and diluted weighted average shares outstanding calculation from their date of issuance because no further consideration is due related to the issuance of the underlying common shares.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

ACCUMULATED OTHER COMPREHENSIVE LOSS

Based on the adoption of ASU 2020-06, as the principal amount of the 2025 Notes will be paid in cash and only the conversion spread is settled in shares, the Company will be utilizing the if-converted method and only includes the net number of incremental shares that would be issued upon conversion.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive loss by component between December 31, 2022 and 2021 are presented in the table below, net of tax:

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In the opinion of management, such claims are either adequately covered by insurance or otherwise indemnified, or are not expected, individually or in the aggregate, to result in a material, adverse effect on the Company's financial condition.

However, it is possible that the Company's results of operations, financial position and cash flows in a particular period could be materially affected by these contingencies.

However, it is possible that the

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company's results of operations, financial position and cash flows in a particular period could be materially affected by these contingencies.

The Company accrues for loss contingencies when it is deemed probable that a loss has been incurred and that loss is estimable.

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(See Note 4) Location in Financial Statements Derma Sciences ACell Inc.

(See Note 4) Location in Financial Statements

Short-term Long-term Long-term Long-term

(See Note 4) SIA Location in Financial Statements

Short-term Long-term Long-term Short-term Long-term Long-term

Balance as of January 1, 2022 $ 3,691 $ 11,408 $ 230 $ — $ 21,800 $ —

Additiions — — — 23,900

Additions — — — — 57,607

Transfers from long-term to current portion — — — 4,885 ( 4,885 ) —

1 unchanged sentence

Balance as of December 31, 2022 $ 2,845 $ 10,050 $ 230 $ — $ 3,700 $ 57,607 $ —

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent Consideration Liability Related to Acquisition of:

Year Ended December 31, 2020 Arkis

(See Note 4) Derma Sciences Location in Financial Statements

Short-term Long-term Long-term

Year ended December 31, 2021 Contingent Consideration Liability Related to Acquisition of:

(See Note 4) Location in Financial Statements Derma Sciences ACell Inc.

(See Note 4) Location in Financial Statements

Short-term Long-term Long-term Long-term

Balance as of January 1, 2021 $ 3,415 $ 11,746 $ 230 $ —

Additions — — — 23,900

Transfers from long-term to current portion 276 ( 276 ) — —

Loss from change in fair value of contingent consideration liabilities — 951 — Research and development

Change in fair value of contingent consideration liabilities — $ ( 62 ) Research and development — ( 2,100 ) Selling, general and administrative

Balance as of December 31, 2021 $ 3,691 $ 11,408 $ 230 $ 21,800

7 unchanged sentences

The estimated fair value as of December 31, 2022 and 2021 was $ 0.2 million.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Arkis BioSciences, Inc.

As part of the acquisition of Arkis BioSciences, Inc.

("Arkis"), the Company is required to pay the former shareholders of Arkis up to $ 25.5 million based on the timing of certain development milestones of $ 10 million and commercial sales milestones of $ 15.5 million, respectively.

The Company estimated the fair value of the contingent consideration to be $ 13.1 million at the acquisition date.

The estimated the fair value as of December 31, 2022 was $ 12.9 million.

The Company recorded $ 2.8 million in accrued expenses and other current liabilities and $ 10.1 million in other liabilities at December 31, 2022 in the consolidated balance sheets of the Company.

SEGMENT AND GEOGRAPHIC INFORMATION

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• The Tissue Technologies segment includes such offerings as skin and wound repair, plastics & surgical reconstruction products, bone grafts, and nerve and tendon repair products.

In conjunction with the sale of the Extremity Orthopedics business, the Company rebranded the Orthopedics and Tissue Technologies segment as Tissue Technologies in the first quarter of 2021.

The Corporate and other category includes (i) various executive, finance, human resource, information systems and legal functions, (ii) brand management, and (iii) share-based compensation costs.

1 unchanged sentence

Net sales and profit by reportable segment for the years ended December 31, 2022, 2021 and 2020 are as follows:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Years Ended December 31,

11 unchanged sentences

Operating income $ 238,920 $ 197,230 $ 151,370

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company does not allocate any assets to the reportable segments.

11 unchanged sentences

2021 339,535 55,026 11,289 6,836 412,686

(1) Includes long-lived assets in Puerto Rico.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period

Dollars in thousands

Year ended December 31, 2021

Allowance for doubtful accounts $ 6,439 $ ( 1,059 ) (4) $ 341 (3) $ ( 986 ) (1) $ 4,735

Deferred tax assets valuation allowance

13,825 1,444 89 ( 100 ) 15,258

Year ended December 31, 2020

Allowance for doubtful accounts $ 4,303 $ 3,635 $ — $ ( 1,499 ) (1) $ 6,439

Deferred tax assets valuation allowance 12,069 1,617 $ — 139 13,825

Year ended December 31, 2019

Allowance for doubtful accounts $ 3,719 $ 2,126 $ — $ ( 1,542 ) (1) $ 4,303

Deferred tax assets valuation allowance 6,973 3,848 1,291 (2) ( 43 ) 12,069

(1) Deductions primarily relates to allowance for doubtful accounts written off during the year, net of recoveries and other adjustments.

(2) The above amount primarily relates to amounts acquired through the acquisition of Arkis and a charge recorded in 2019 to valuation allowance related to the non-deductibility of executive compensation.

(3) The above amount primarily relates to amounts acquired through the acquisition of ACell.

(4) Deduction primarily relates to a decrease to the allowance for doubtful accounts as a result of collections in the period and accounts written off during the year, net of recoveries.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures