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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-28 · 760 added, 502 removed, 1361 unchanged (48% of the section changed)

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Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Acquisition of Acclarent, Inc.

The acquisition of Acclarent was completed on April 1, 2024.

In accordance with the SEC Staff’s interpretative guidance for newly acquired businesses, we are permitted to exclude Acclarent from our assessment of internal control over financial reporting for up to one year from the acquisition date.

Total assets and total revenues of Acclarent, a wholly-owned subsidiary, excluded from our assessment of internal control over financial reporting represent approximately $82.4 million and $95.0 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As this acquisition occurred in the second quarter of the year ended December 31, 2024, the scope of our assessment of our internal control over financial reporting does not include Acclarent as of December 31, 2024.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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OTHER INFORMATION

Not applicable.

During the three months ended December 31, 2024, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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

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)

2.1(b) Agreement and Plan of Merger by among Integra LifeSciences Holdings Corporation and ACell Inc.

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)

2.1(c)+ Stock Purchase Agreement, dated December 12, 2023, among Ethicon, Inc., Integra LifeSciences Holdings Corporation and Integra LifeSciences Israel Ltd.

3.1(a) Amended and Restated Certificate of Incorporation of the Company dated February 16, 1993 (Incorporated by reference to Exhibit 3.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)

3.1(b) Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 22, 1998 (Incorporated by reference to Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)

3.1(c) Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 17, 1999 (Incorporated by reference to Exhibit 3.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)

2.1(a) Agreement and Plan of Merger by among Integra LifeSciences Holdings Corporation and ACell Inc.

dated as of December 15, 2020 (Incorporated by reference to Exhibit 2.1(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020)

2.1(b) Stock Purchase Agreement, dated December 12, 2023, among Ethicon, Inc., Integra LifeSciences Holdings Corporation and Integra LifeSciences Israel Ltd.

(Incorporated by reference to Exhibit 2.1(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023)

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

3.1(e) Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated May 9, 2024 (Incorporated by reference to Exhibit 3.1(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024)

3.2 Third Amended and Restated Bylaws of Integra LifeSciences Holdings Corporation, effective as of February 21, 2023 (Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

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)

4.2 First Supplemental Indenture, by and between Integra LifeSciences Holdings Corporation and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 9, 2020)

4.3 Integra LifeSciences Deferred Compensation Plan, effective as of May 16, 2019 (Incorporated by reference to Exhibit 4.13 to the Company's Current Form S-8 Registration Statement filed on May 23, 2019)

4.3* Integra LifeSciences Deferred Compensation Plan, effective as of May 16, 2019 (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 (Registration No.

333-231709) filed on May 23, 2019)

4.4+ Description of Securities

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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)

10.3(h)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – Directors (Incorporated by reference to Exhibit 10.3(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(i)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Agreement – Executive Officers (Incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(j)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.3(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(k)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Non-Qualified Stock Option Award Agreement (Incorporated by reference to Exhibit 10.3(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(l)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – OUS (Incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022

10.3(h)* Amendment No.

1 to the 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 13, 2024)

10.3(i)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – Directors (Incorporated by reference to Exhibit 10.3(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(j)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Agreement – Executive Officers (Incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(k)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.3(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(l)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Non-Qualified Stock Option Award Agreement (Incorporated by reference to Exhibit 10.3(k) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

10.3(m)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – OUS (Incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022

10.3(n)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024)

10.3(o)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Non-Qualified Stock Option Award Agreement – CEO (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

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)

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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 17 , 2024)

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)

10.9* 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)

10.9* Employment Agreement, dated November 4, 2024, by and between Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Mojdeh Poul (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2024)

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)

10.11(a)* 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)

10.11(b)* Letter Agreement, dated February 27, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2024)

10.11(c)+* Consulting Agreement, dated November 4, 2024, by and between Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Jan De Witte

10.12(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)

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10.12(f) Amendment No.

5 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of December 15, 2023, by and among, Integra Receivables LLC, Integra LifeSciences Sales LLC, as Servicer, PNC Bank, National Associations, as Administrative Agent, PNC Capital Markets LLC, as Structuring Agent, Committed Lender and Group Agent, The Bank of Nova Scotia, as Committed Lender and Group Agent, and certain lenders and group agents that are parties thereto from time to time

10.13 Purchase and Sale Agreement, dated as of December 21, 2018, by and among Integra LifeSciences Sales LLC, Integra LifeSciences Corporation and Integra Receivables LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 28, 2018)

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

19.1(a)+ Integra LifeSciences Holdings Corporation Trading in Securities by Company Personnel Policy (as amended February 20, 2025)

19.1(b)+ Integra LifeSciences Holdings Corporation Trading Window Group Policy (as amended February 20, 2025)

21.1+ Subsidiaries of the Company

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

97.1+ Integra LifeSciences Holdings Corporation Incentive Compensation Recovery Policy

97.1 Integra LifeSciences Holdings Corporation Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023

101.INS+# Inline XBRL Instance Document

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INTEGRA LIFESCIENCES HOLDINGS CORPORATION

/s/ Jan De Witte

/s/ Mojdeh Poul

President and Chief Executive Officer, and Director

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Signature Title Date

/s/ Jan De Witte President and Chief Executive Officer, February 28, 2024

Jan De Witte and Director (Principal Executive Officer)

/s/ Mojdeh Poul President and Chief Executive Officer, February 25, 2025

Mojdeh Poul and Director (Principal Executive Officer)

/s/ Lea Knight Executive Vice President and Chief Financial Officer February 25, 2025

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/s/ Stuart M.

Chairman of the Board February 28, 2024

Executive Chairman of the Board February 25, 2025

/s/ Keith Bradley, Ph.D.

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Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Acclarent, Inc.

(“Acclarent”) from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Acclarent from our audit of internal control over financial reporting.

Acclarent is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately $82.4 million and $95.0 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of Acclarent, Inc.

– Valuation of Completed Technology

As described in Notes 2 and 4 to the consolidated financial statements, on April 1, 2024, the Company completed the acquisition of Acclarent, Inc (Acclarent) for a net consideration of $277.8 million.

Of the acquired intangible assets, $202.0 million of completed technology was recorded.

Fair value is estimated by management using the multi-period, excess earnings method of the income approach for completed technology.

Management’s cash flow projections for the intangible assets acquired included significant assumptions relating to revenue growth rates, cost of sales, the discount rate, obsolescence rate, and an assessment of the asset’s life cycle, as well as other factors.

The principal considerations for our determination that performing procedures relating to the valuation of completed technology acquired in the acquisition of Acclarent is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the completed technology acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, cost of sales, the discount rate and the obsolescence rate;

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 completed technology acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the completed technology acquired;

(iii) evaluating the appropriateness of the multi-period, excess earnings method used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period, excess earnings method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, cost of sales, the discount rate and the obsolescence rate.

Evaluating management’s assumption related to the revenue growth rates involved considering (i) the current and past performance of the Acclarent business;

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

and (iii) whether the assumptions were 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 multi-period, excess earnings method and (ii) the reasonableness of the discount rate and obsolescence rate assumptions.

Interim Goodwill Impairment Assessment - Tissue Technologies Reporting Unit

As described in Notes 2 and 7 to the consolidated financial statements, the Company has three reporting units and the total goodwill balance was $1,055 million as of December 31, 2023, of which $388.5 million relates to the Tissue Technologies reporting unit.

Goodwill is tested by management for impairment at the reporting unit level annually during the third quarter every year, or more frequently if impairment indicators arise.

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

As disclosed by management, in the second quarter of 2023, due to the voluntary global recall of all products manufactured at the Boston facility, as well as the associated drop in the Company's stock price in that quarter, management elected to perform a quantitative analysis, using a combination of a discounted cash flow method and guideline public company method for its Tissue Technologies reporting unit.

The quantitative test utilized assumptions of revenue growth rate, terminal growth rate, discount rate, and the range and application of company guideline multiples.

Management determined, after performing the quantitative analysis, that the fair value of the goodwill of the reporting unit was not less than the carrying amount.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Tissue Technologies reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the revenue growth rate, terminal growth rate, discount rate, and the range and application of company guideline multiples;

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

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance was $1,097.0 million as of December 31, 2024, of which $381.2 million relates to the Tissue Technologies reporting unit.

Goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

Additionally, management may perform interim tests of goodwill for impairment if an event occurs or circumstances change that could potentially reduce the fair value below its carrying value.

During the first quarter of 2024, management performed a quantitative impairment assessment of its Tissue Technologies reporting unit.

The quantitative test used by management to estimate the fair value of the Tissue Technologies reporting unit uses a combination of both an income approach and a market approach.

The income approach utilizes the estimated discounted cash flows for the reporting unit while the market approach utilizes comparable publicly-traded companies’ revenue and EBITDA multiples.

Significant assumptions made by management include revenue growth rates, cost of sales, terminal growth rates and the discount rate.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment for the Tissue Technologies reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Tissue Technologies reporting unit;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples;

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 management's goodwill impairment assessment, including controls over the valuation of the Tissue Technologies reporting unit.

These procedures also included, among others (i) testing management's process for developing the fair value estimate of the Tissue Technologies reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow and guideline public company methods used by management;

(iii) testing the completeness and accuracy of underlying data used by management in the discounted cash flow and guideline public company methods;

and (iv) evaluating the reasonableness of the significant assumptions used by management in the discounted cash flow method related to the revenue growth rate, terminal growth rate, and discount rate, and the significant assumption used by management in the guideline public company method related to the range and application of company guideline multiples.

These procedures included testing the effectiveness of controls

relating to management’s goodwill impairment assessment, including controls over valuation of the Tissue Technologies reporting unit.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the reporting unit;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of underlying data used by management in the income and market approaches;

(iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rate, terminal growth rate, and discount rate in the income approach and the comparable publicly-traded companies’ revenue and EBITDA multiples in the market approach.

Evaluating management’s assumptions related to the revenue growth rates and terminal growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit;

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and (iii) whether the assumptions were 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 discounted cash flow and guideline public company methods and (ii) the reasonableness of the discount rate and the range and application of company guideline multiples assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate and comparable publicly-traded companies’ revenue and EBITDA multiples assumptions.

Annual Goodwill Impairment Assessment - Tissue Technologies, Neurosurgery, and Instruments and ENT Reporting Units

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance was $1,097.0 million as of December 31, 2024.

Goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

Management performed the annual impairment assessment using quantitative tests of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units, using a combination of both an income approach and a market approach to determine the fair value of the reporting units.

The income approach utilizes the estimated discounted cash flows for the reporting unit while the market approach utilizes comparable publicly-traded companies’ revenue and EBITDA multiples.

Significant assumptions made by management include revenue growth rates, cost of sales, terminal growth rates and the discount rate for each reporting unit.

Management determined, after performing the quantitative analysis, that the fair value of the goodwill of the reporting units was not less than the carrying amount.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples for the Tissue Technologies reporting unit and revenue growth rate, cost of sales terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples for the Neurosurgery and Instruments and ENT reporting units;

and (iii) the audit effort involved in 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 management’s goodwill impairment assessments, including controls over the valuation of the Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of underlying data used by management in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rate, cost of sales, terminal growth rate, discount rate in the income approach and the comparable publicly-traded companies’ revenue and EBITDA multiples in the market approach.

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

and (iii) whether the assumptions were 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 income and market approaches and (ii) the reasonableness of the discount rate, the terminal growth rate and comparable publicly-traded companies’ revenue and EBITDA multiples assumptions.

/s/ PricewaterhouseCoopers LLP

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Other income, net 3,944 3,718 12,007

Income before income taxes 81,069 213,894 214,677

Provision for income taxes 13,328 33,344 45,602

Net income $ 67,741 $ 180,550 $ 169,075

Net income per share

(Loss) income before income taxes ( 18,237 ) 81,069 213,894

(Benefit) Provision for income taxes ( 11,293 ) 13,328 33,344

Net (loss) income $ ( 6,944 ) $ 67,741 $ 180,550

Net (loss) income per share

Basic $ ( 0.09 ) $ 0.85 $ 2.18

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2024 2023 2022

Net income $ 67,741 $ 180,550 $ 169,075

Net (loss) income $ ( 6,944 ) $ 67,741 $ 180,550

Other comprehensive (loss) income, before tax:

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Defined benefit pension plan - net gain (loss) arising during period 1,557 ( 6,610 ) 7,429

Total other comprehensive gain (loss), before tax ( 36,079 ) 75,114 40,804

Total other comprehensive (loss) gain, before tax ( 5,547 ) ( 36,079 ) 75,114

Income tax (expense) benefit related to items in other comprehensive gain (loss) ( 6,918 ) 10,708 ( 19,694 )

Total other comprehensive gain (loss), net of tax ( 12,465 ) ( 25,371 ) 55,420

Comprehensive income, net of tax $ 42,370 $ 235,970 $ 197,979

Comprehensive (loss) income, net of tax $ ( 19,409 ) $ 42,370 $ 235,970

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

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Current portion of lease liability - operating leases 14,540 15,284

Convertible securities 573,170 —

Accounts payable, trade 82,502 92,326

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( 691,411 ) ( 647,262 )

Accumulated other comprehensive income (loss) ( 15,106 ) 10,265

Accumulated other comprehensive (loss) ( 27,571 ) ( 15,106 )

Retained earnings 939,915 946,859

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OPERATING ACTIVITIES:

Net income $ 67,741 $ 180,550 $ 169,075

Net (loss) income $ ( 6,944 ) $ 67,741 $ 180,550

Adjustments to reconcile net income to net cash provided by operating activities:

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Non-cash impairment charges 12,209 — —

Deferred income tax (benefit) provision ( 11,885 ) ( 4,585 ) ( 2,755 )

Deferred income tax benefit ( 20,731 ) ( 11,885 ) ( 4,585 )

Share-based compensation 24,377 20,143 27,725

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Non-cash lease expense 835 2,189 2,816

Lease incentive 8,452 — —

Loss (Gain) on disposal of property and equipment and construction in-progress 1,496 777 ( 6,813 )

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Purchases of property and equipment ( 104,418 ) ( 66,865 ) ( 42,343 )

Purchases of intangible assets ( 9,953 ) — —

Proceeds from sale of business — — 23,960

Acquired in-process research and development and intangibles — — ( 4,742 )

Purchases of Investments ( 32,694 ) — —

Purchases of short term investments ( 48,997 ) ( 32,694 ) —

Cash paid for business acquisitions, net of cash acquired ( 277,811 ) — ( 51,509 )

Proceeds from sales of property and equipment — — 11,145

Proceeds from maturities of short-term investments 54,500 — —

Net proceeds on swaps designated as net investment hedges ( 4,129 ) 5,381 4,909

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Purchase of treasury stock ( 52,471 ) ( 275,000 ) ( 125,000 )

Payments for contingent considerations ( 11,923 ) — —

Proceeds from exercised stock options 6,398 4,317 5,465

Cash taxes paid in net equity settlement ( 3,510 ) ( 5,863 ) ( 24,618 )

Net cash used in financing activities ( 229,925 ) ( 251,953 ) ( 98,226 )

Net cash provided by (used in) financing activities 237,863 ( 229,925 ) ( 251,953 )

Effect of exchange rate changes on cash and cash equivalents ( 6,464 ) 3,889 ( 10,723 )

Net increase (decrease) in cash and cash equivalents ( 180,259 ) ( 56,787 ) 43,282

Net decrease in cash and cash equivalents ( 30,027 ) ( 180,259 ) ( 56,787 )

Cash and cash equivalents at beginning of period 276,402 456,661 513,448

9 unchanged sentences

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

Other comprehensive income (loss), net of tax — — — — — 28,904 — 28,904

Treasury shares retirement — — — — — — — —

Other comprehensive income, net of tax — — — — — 55,420 — 55,420

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

Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes 331 1 15 693 201 — — 895

Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes and forfeitures 859 7 14 738 ( 20,974 ) — — ( 20,229 )

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

1 unchanged sentence

Net income — — — — — — 67,741 67,741

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

Other comprehensive (loss), net of tax — — — — — ( 25,371 ) — ( 25,371 )

Issuance of common stock through employee stock purchase plan 21 — — — 1,107 — — 1,107

Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes 859 7 14 738 ( 20,974 ) — — ( 20,229 )

Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes and forfeitures 423 1 18 911 ( 3,566 ) — — ( 2,654 )

Share-based compensation — 3 — — 20,105 — — 20,108

2 unchanged sentences

90,920 909 ( 12,751 ) ( 647,262 ) 1,302,484 ( 15,106 ) 946,859 1,587,884

Net income — — — — — — 67,741 67,741

Other comprehensive income (loss), net of tax — — — — — ( 25,371 ) — ( 25,371 )

Net (loss) — — — — — — ( 6,944 ) ( 6,944 )

Other comprehensive (loss), net of tax — — — — — ( 12,465 ) — ( 12,465 )

Issuance of common stock through employee stock purchase plan 23 — — — 965 — — 965

Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes 423 1 18 911 ( 3,566 ) — — ( 2,654 )

Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes and forfeitures 666 2 25 1,269 654 — — 1,925

Share-based compensation — 5 — — 24,431 — — 24,436

9 unchanged sentences

Since then, Integra has developed numerous product lines from this technology for applications ranging from burn and deep tissue wounds to the repair of dura mater in the brain, as well as nerves and tendons.

The Company has expanded its base regenerative technology business to include surgical instruments, neurosurgical products and advanced wound care through global acquisitions and product development to meet the evolving needs of its customers and enhance patient care.

The Company sells its products directly through various sales forces and through a variety of other distribution channels.

The Company has expanded its base regenerative technology business to include surgical instruments, neurosurgical products, Ear, Nose, Throat (“ENT”) products, and advanced wound care through global acquisitions and product development to meet the evolving needs of its customers and enhance patient care.

The Company sells its products directly through various salesforces and through a variety of other distribution channels.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Intercompany accounts and transactions have been eliminated in consolidation.

See Note 4, Acquisitions and Divestitures , for details of new subsidiaries included in the consolidation.

Acquisitions and Divestitures , for details of new subsidiaries included in the consolidation.

USE OF ESTIMATES

The preparation of consolidated financial statements is in conformity with generally accepted accounting principles in the United States (“GAAP”) which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses.

Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets including amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows and depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments, valuation of contingent liabilities, the fair value of debt instruments and loss contingencies.

Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances;

net realizable value of inventories;

accounting for business combinations;

valuation of goodwill and intangible assets including estimated projected cash flows, discount rates, and estimated useful lives used to value and test goodwill and intangible assets for impairment;

income taxes and valuation allowances recorded against deferred tax assets;

valuation of stock-based compensation;

valuation of derivative instruments;

valuation of contingent liabilities;

and fair value of debt instruments.

These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances.

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SHORT-TERM INVESTMENTS

Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months.

The short-term investments, primarily consisting of time deposits, are recorded at cost, which approximates fair value, which is estimated based on the net asset value of these investments.

The Company had short-term investments, which primarily consisted of time deposits with original maturities between three months and one year.

The short-term investments, which are valued based on Level 1 measurements in the fair value hierarchy, totaled approximately $ 27.2 million at December 31, 2024 compared to $ 32.7 million at December 31, 2023.

Interest and dividends are recorded in income when earned.

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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 charges of $ 3.0 million for the year ended December 31, 2023, charges of $ 0.2 million, and recoveries of $ 1.1 million for the years ended December 31, 2022 and 2021, respectively.

Provision for doubtful accounts, net of recoveries, associated with accounts receivable, included in selling, general and administrative expense, were charges of $ 3.4 million for the year ended December 31, 2024, $ 3.0 million for the year ended December 31, 2023, and $ 0.2 million for the year ended December 31, 2022.

The below table shows the roll forward of the allowance for doubtful accounts for the years ended December 31, 2024, 2023, and 2022:

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

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

Dollars in thousands

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No such amounts were capitalized at December 31, 2024 or 2023.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In the twelve months ended December 31, 2023, due to the Boston recall, the Company recorded a $ 24.6 million write off of inventory to cost of goods sold that was no longer able to be sold.

PROPERTY, PLANT AND EQUIPMENT

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The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred.

The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software.

The cost of computer software developed or obtained for internal use is accounted for in accordance with FASB Topic 350-40, Intangibles - Goodwill and Other - Internal-Use Software (“ASC 350-40”) .

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Property, plant and equipment balances and corresponding lives were as follows:

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Leasehold improvements 179,904 171,062 1 - 20 years

Machinery and production equipment 198,127 182,730 3 - 20 years

Demonstration equipment 3,896 3,792 4 - 5 years

Machinery and equipment 214,786 202,023 3 - 20 years

Information systems and hardware 171,739 160,899 1 - 7 years

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For the years ended December 31, 2024 and 2023, respectively, the Company capitalized $ 4.5 million and $ 2.4 million of interest expense into property, plant and equipment.

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 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.

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

Amounts paid to acquire a business are allocated to the assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition in accordance with the fair value hierarchy described in FASB Topic 820, Fair Value Measurement (“ASC 820”).

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.

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

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.

The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill.

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

Determining the fair value of these intangible assets acquired as part of a business combination requires the Company to make significant estimates.

These estimates include the amount and timing of projected future cash flows, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks.

The fair value assigned to other intangible assets is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values.

These estimates include the estimated annual net cash flows including application of forecasted revenue growth rates, cost of sales, the discount rate that appropriately reflects the risk inherent in each future cash flow stream, the obsolescence curve, and an assessment of the asset’s life cycle, as well as other factors such as the consideration of legal, technical, regulatory, economic, and competitive risks.

The fair value assigned to acquired intangible assets is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values.

The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies.

Acquired IPR&D is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In-process research and development (“ IPR&D ”) acquired in connection with the acquisition of a business in accordance with ASC 805 is initially recognized at fair value and characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use.

The Company uses the income approach to determine the fair value of developed technology and IPR&D acquired in a business combination.

This approach determines fair value by estimating the after-tax cash flows attributable to the respective asset over its useful life and then discounting these after-tax cash flows back to a present value.

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, 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.

The Company also uses the income approach, as described above, to determine the estimated fair value of certain other identifiable intangible assets including customer relationships, trade names and business licenses.

Customer relationships represent established relationships with customers, which provide a ready channel for the sale of additional products and services.

Trade names represent acquired company and product names.

IPR&D acquired in a business combination is capitalized as an indefinite-lived intangible asset.

Development costs incurred after the acquisition are expensed as incurred.

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, research and development costs , selling and marketing costs, general and administrative costs, 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.

Research and development costs incurred after the acquisition are expensed as incurred.

Upon receipt of regulatory approval, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis or accelerated basis, as appropriate, over its estimated useful life.

If the research and development project is subsequently abandoned, the indefinite-lived intangible asset is charged to expense.

IPR&D acquired outside of a business combination is expensed immediately.

Due to the uncertainty associated with research and development projects, there is risk that actual results will differ materially from the original cash flow projections and that the research and development project will result in a successful commercial product.

The risks associated with achieving commercialization include, but are not limited to, delay or failure to obtain regulatory approvals to conduct clinical trials, delay or failure to obtain required market clearances, delays or issues with patent

issuance, or validity and litigation.

If the project is subsequently abandoned, the indefinite-lived intangible asset is charged to expense.

Due to the uncertainty associated with research and development projects, there are risks that actual results will differ materially from the original cash flow projections or that the research and development project will not result in a successful commercial product.

If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized.

1 unchanged sentence

Payments that would be recognized as contingent consideration in a business combination are recognized when probable in an asset acquisition.

Refer to Note 4, Acquisitions and Divestitures for more information.

Refer to Note 4.

Acquisitions and Divestitures for more information.

GOODWILL AND OTHER INTANGIBLE ASSETS

The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill.

Goodwill is not subject to amortization but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise.

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, 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.

In accordance with FASB Topic 350, Intangibles - Goodwill and Other (“ASC 350”), goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

Additionally, the Company may perform interim tests of goodwill for impairment if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit below its carrying amount.

The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units.

Refer to Note 7.

Goodwill and Other Intangibles for more information.

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

Refer to Note 16, Segment and Geographic Information for more information on reportable segments.

Refer to Note 16.

Segment and Geographic Information for more information on reportable segments.

Other intangible assets include patents, trademarks, purchased technology, and supplier and customer relationships.

Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach.

The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs

over their expected useful lives.

Developed technologies and other definite-lived intangible assets are amortized over their estimated useful lives either using the straight-line method or, if reliably determinable, based on the pattern of which the economic benefit of the asset is expected to be utilized.

The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets, if applicable, and amortizes those costs 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.

In accordance with ASC 350, the Company tests its indefinite-lived intangible assets for impairment annually in the third quarter.

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.

The Company tests indefinite-lived intangible assets for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount.

The Company may elect to bypass this qualitative evaluation and perform a quantitative test.

Product rights and other definite-lived intangible assets are tested periodically for impairment in accordance with ASC Topic 360 when events or changes in circumstances indicate that an asset's carrying value may not be recoverable.

The impairment testing involves comparing the carrying amount of the asset or asset group to the forecasted undiscounted future cash flows.

In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and impairment exists.

The quantitative test uses an income approach to determine the fair value of the indefinite-lived intangible asset.

The income approach utilizes the estimated discounted cash flows for the indefinite-lived intangible asset.

Estimates and assumptions used in the income approach to calculate projected future discounted cash flows included revenue growth rates, cost of sales, terminal growth rate, and a discount rate for each indefinite-lived intangible asset.

Discount rates are determined using a weighted average cost of capital that considers market and industry data as well as the Company’s specific risk factors that are likely to be considered by a market participant.

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.

The assumptions used are inherently subject to uncertainty and slight changes in these assumptions could have a significant impact on the concluded value.

The estimates and assumptions applied represent a Level 3 measurement in the fair value hierarchy described in ASC 820.

Level 3 inputs are supported by limited or no market activity and reflect the Company’s assumptions in measuring fair value.

Definite-lived intangible assets tested periodically for impairment in accordance with FASB Topic 360, Property, Plant and Equipment (“ASC 360”) when events or changes in circumstances indicate that an asset ’ s carrying value may not be recoverable.

The evaluation for recoverability involves comparing the carrying amount of the definite-lived intangible asset to the Company’s expectations of the future undiscounted cash flows derived from the definite-lived intangible asset .

In the event the carrying value of the definite-lived intangible asset exceeds the undiscounted future cash flows expected to be derived from the definite-lived intangible asset over its remaining estimated useful life , the definite-lived intangible asset is considered not recoverable and the definite-lived intangible asset is tested for impairment.

An impairment loss is measured as the excess of the asset ’ s carrying value over its fair value, calculated using discounted future cash flows.

The computed impairment loss is recognized in the period that the impairment occurs.

Refer to Note 7.

Goodwill and Other Intangibles for more information.

LONG-LIVED ASSETS

Long-lived assets held and used by the Company, including property, plant and equipment, intangible assets, and leases are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Long-lived assets held and used by the Company, including property, plant and equipment, intangible assets, and lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

For purposes of evaluating the recoverability of long-lived assets to be held and used, a recoverability test is performed using projected undiscounted net cash flows applicable to the long-lived assets.

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therefore, its results are not included in these consolidated financial statements.

The Company made no contributions to the Integra Foundation during the years ended December 31, 2023 and 2022 and $ 1.2 million during the year ended December 31, 2021.

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

The Company contributed $ 0.3 million to the Integra Foundation in 2024, which was recorded in selling, general, and administrative expenses.

The Company made no contributions to the Integra Foundation in 2023 and 2022.

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.

6 unchanged sentences

From time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances.

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

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.

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

The Company determines the fair value of its derivative instruments using the fair value hierarchy described in ASC 820, 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.

2 unchanged sentences

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

Refer to Note 6, Derivative Instruments for more information.

Refer to Note 6.

Derivative Instruments for more information.

FOREIGN CURRENCY

4 unchanged sentences

subsidiaries.

Foreign currency transaction net losses of $ 4.4 million, net losses of $ 3.3 million, and net gains of less than $ 0.1 million are reported in other income, net in the statements of operations, for the year ended December 31, 2023, 2022 and 2021, respectively.

Foreign currency transaction net losses of $ 2.3 million, net losses of $ 4.4 million, and net gains of $ 3.3 million are reported in other income, net in the statements of operations, for the year ended December 31, 2024, 2023, and 2022, respectively.

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

9 unchanged sentences

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 unless there is a manner under which to remit the earnings without a material tax cost.

1 unchanged sentence

liquidity, including borrowing capacity, to fund foreseeable U.S.

cash needs without requiring the repatriation of foreign cash.

cash needs, including potential repayment of the 2025 Notes, without requiring the repatriation of foreign cash.

One time or unusual items that may impact the ability or intent to keep the foreign earnings and cash indefinitely reinvested include significant U.S.

acquisitions, loans from a foreign subsidiary and changes in tax laws.

Refer to Note 12.

Income Taxes for more information.

REVENUE RECOGNITION

Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services.

Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services.

6 unchanged sentences

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.

2 unchanged sentences

Further, the Company performs periodic reviews of its customers’ creditworthiness prospectively.

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.

Refer to Note 3.

Revenue from Contracts with Customers for more information.

RESEARCH AND DEVELOPMENT

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The Company does not have a written severance plan, but has a history of providing benefits for employees in the case of involuntary termination.

In situations outside the US, there are minimum statutory termination benefits requirements by country that must be paid to the affected employees.

In situations outside the U.S., there are minimum statutory termination benefits requirements by country that must be paid to the affected employees.

The Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits.

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

The Company incurred employee termination costs on sales force restructuring activities in the consolidated statement of operations for the year ended December 31, 2023.

In addition, 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.

The following table summarizes the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the year ended December 31, 2023 and 2022.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company incurred employee termination costs on restructuring activities in the consolidated statement of operations for the years ended December 31, 2024 and 2023.

Years Ended December 31,

10 unchanged sentences

The Company recognizes compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards over the requisite service period of the award.

All excess tax benefits and taxes and tax deficiencies from stock-based compensation are included in provision for income taxes in the consolidated statement of operations.

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

PENSION BENEFITS

The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany and Switzerland.

All excess tax benefits and tax deficiencies from stock-based compensation are included in the provision for income taxes in the consolidated statement of operations.

Refer to Note 9.

Stock Based Compensation for more information.

RETIREMENT BENEFIT PLANS

Defined Benefit Pension Plans

The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany, India, and Switzerland.

Various factors are considered in determining the pension liability, including the number of employees expected to be paid their salary levels and years of service, the expected return on plan assets, the discount rate used to determine the benefit obligations, the timing of benefit payments and other actuarial assumptions.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Retirement benefit plan assumptions are reassessed on an annual basis or more frequently if changes in circumstances indicate a re-evaluation of assumptions are required.

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Assets of the Company’s deferred compensation plan are included in Other current assets and recorded at fair value based on their quoted market prices.

Refer to Note 10.

Retirement Benefit Plans for more information.

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, which are held at major financial institutions, investment-grade marketable debt securities, and trade receivables.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company’s products are sold on an uncollateralized basis and on credit terms based upon a credit risk assessment of each customer.

2 unchanged sentences

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company does not plan to early adopt, but is currently evaluating this ASU to determine its impact on the Company's disclosures.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In March 2020, the Financial Accounting Standards Board ("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):

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and, in January 2021, subsequently amended the initial guidance in ASU 2021-01, Reference Rate Reform (Topic 848):

Scope (collectively, “Topic 848”).

1 unchanged sentence

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 through December 31, 2024.

In December 2022, the FASB issued ASU 2022-06 , Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which delayed the effective date from December 31, 2022 to December 31, 2024.

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

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In connection with the March 2023 Amendment, the Company replaced all LIBOR-based contracts with SOFR, which is calculated based on overnight transactions under repurchase agreements backed by Treasury securities.

In addition, on April 17, 2023 the Company entered into an amendment (the "April 2023 Amendment") of the Securitization Facility (as defined below) and amended the interest rate from LIBOR to SOFR indexed rate.

(See Note 6).

In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays LIBOR to convert the portfolio of interest rate swaps from LIBOR to SOFR.

Integra has elected to adopt the optional expedient under ASC 848, which will allow the interest rate swap hedging relationship to continue, without de-designation, due to the change in the indexed rate from LIBOR to SOFR.

In addition, on April 17, 2023 the Company entered into an amendment (the “April 2023 Amendment”) of the Securitization Facility (as defined below) and amended the interest rate from LIBOR to a SOFR-indexed rate.

In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays daily compounded SOFR to convert the portfolio of swaps from daily compounded SOFR to term SOFR.

The Company has elected to adopt the optional expedient under Topic 848, which will allow the interest rate swap hedging relationship to continue, without de-designation, due to the change in the indexed rate from LIBOR to SOFR.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company does not plan to early adopt and is currently evaluating ASU 2023-09 to determine its impact on the Company’s future disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 as of December 31, 2024 on a retrospective basis to all prior periods presented.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The requirements should be applied on a prospective basis while retrospective application is permitted.

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest during the years ended December 31, 2024, 2023, and 2022 was $ 64.4 million (net of $ 4.5 million that was capitalized into construction in progress), $ 44.3 million (net of $ 2.4 million that was capitalized into construction in progress), and $ 42.2 million (net of $ 1.4 million that was capitalized into construction in progress), respectively.

Cash paid for income taxes, net of refunds, for the years ended December 31, 2023, 2022 and 2021 was $ 23.6 million, $ 35.9 million and $ 49.5 million, respectively.

Cash paid for income taxes, net of refunds, for the years ended December 31, 2024, 2023, and 2022 were $ 22.7 million, $ 23.6 million, and $ 35.9 million, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NON-CASH INVESTING AND FINANCING ACTIVITIES

Property and equipment purchases included in liabilities at December 31, 2024, 2023, and 2022 were $ 12.3 million, $ 10.0 million, and $ 10.5 million, respectively.

During the fourth quarter of 2021, the Company achieved its final developmental milestone which triggered a $ 5.0 million obligation to be paid to former shareholders of Rebound Therapeutics Corporation ("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 liabilities at December 31, 2021 in the consolidated balance sheets.

The milestone was fully paid in 2022.

Definite-lived intangible asset purchases included in liabilities at December 31, 2024 were $ 32.7 million.

REVENUES FROM CONTRACTS WITH CUSTOMERS

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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)

Due to the voluntary recall in 2023 of all products manufactured at the Boston facility, including Primatrix®, Surgimend®, Revize™, and TissueMend™, the Boston recall, the Company recorded a total of $ 18.7 million provision for product returns, as a reduction of net revenue, and has credited $ 9.9 million to customers during the year ended December 31, 2023.

As of December 31, 2023, the return reserve was $ 8.8 million.

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.

The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers.

Contract Asset and Liability

Contract Assets and Liabilities

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.

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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 a 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, 2024:

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Transferred to trade receivable from contract asset included in beginning of the year contract asset ( 9,233 )

Written off from beginning of the year contract asset due to Boston recall ( 2,379 )

Contract asset, net of transferred to trade receivables on contracts during the period 6,146

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Recognition of revenue included in beginning of year contract liability ( 10,307 )

Contract liability, acquired with Acclarent 3,984

Contract liability, net of revenue recognized on contracts during the period 9,874

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The related shipping and freight charges incurred by the Company are included in the cost of goods sold.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Product Warranties

Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are designed to operate over long periods of time.

Certain of the Company’s medical devices, including monitoring, ENT navigation and neurosurgical systems, are designed to operate over long periods of time.

These products are sold with warranties which may extend for up to two years from the date of purchase.

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The Company elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Disaggregated Revenue

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Instruments 204,177 203,617 192,679

135,643 37,275 32,868

Total Codman Specialty Surgical 1,143,636 1,058,993 1,019,564

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(1) See Note 4.

Acquisitions and Divestitures, for details around the ACell and SIA acquisitions.

(2) 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 for details surrounding the acquisition of Acclarent on April 1, 2024.

(2) Prior period revenues included within our instruments business have been reclassified under the ENT business.

(3) See Note 4.

Acquisitions and Divestitures for details surrounding the SIA acquisition on December 7, 2022.

(4) See Note 4.

Acquisitions and Divestitures for details surrounding the sale of the Company’s non-core traditional wound care (“TWC”) business on August 31, 2022.

Segment and Geographic Information , for details of revenues based on the location of the customer.

ACQUISITIONS AND DIVESTITURES

Durepair® Acquisition

On October 2, 2024, the Company completed the acquisition of the product rights for the Durepair ® Regeneration Matrix (“Durepair”), a non-synthetic dura substitute for repair of the dura mater during neurosurgical procedures, from Medtronic plc for total cash consideration of $ 45.0 million.

The Company made a cash payment of $ 10.0 million upon the closing of the acquisition and will make additional cash payments of $ 15.0 million upon the first anniversary of the acquisition and $ 20.0 million upon the second anniversary of the acquisition.

The additional cash payments to be paid in October 2025 and October 2026 were included at their present values in accrued expenses and other current liabilities and other liabilities, respectively, as of December 31, 2024.

The acquisition of the product rights for Durepair, which consist of certain patents and trademarks, regulatory approvals, and other records, has been accounted for as an asset acquisition in accordance with ASC 805 as the acquisition does not include an assembled workforce and substantially all of the fair value of the assets acquired is concentrated in a single identifiable intangible asset.

Acclarent, Inc.

On April 1, 2024, the Company completed the acquisition of all of the outstanding capital stock of Acclarent, Inc.

(“Acclarent”), a developer and marketer of medical devices used in ENT procedures, from Ethicon, Inc., a subsidiary of Johnson & Johnson, for approximately $ 282.0 million in cash, subject to customary adjustments set forth in the purchase agreement related to working capital balances transferred to the Company.

In September 2024, the Company finalized the working capital adjustment in the amount of $ 4.2 million, which resulted in a reduction to goodwill.

This adjustment has been settled during the three months ending December 31, 2024.

During the quarter ended December 31, 2024, the Company also recognized a measurement period adjustment to recognize deferred tax liabilities of $ 1.1 million with a corresponding increase to goodwill as a result of a change to the estimated deferred tax rate applied and the book-to-tax difference associated with fixed assets acquired.

The addition of Acclarent’s ENT product portfolio, including sinus balloon dilation, eustachian tube balloon dilation, and surgical navigation systems technologies, and dedicated salesforce will enhance the Company’s position in the ENT specialty device market.

Acclarent’s results of operations have been reported in the Company’s Codman Specialty Surgical reportable segment from the date of acquisition.

The Company recorded revenue from Acclarent of approximately $ 95.0 million, in the consolidated statements of operations and comprehensive income for the year ended December 31, 2024.

The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company’s operations.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets Acquired and Liabilities Assumed at Fair Value

The Acclarent acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805.

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

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

Dollars in thousands Estimated Fair Value Estimated Useful Life

Current assets:

Trade accounts receivable, net of allowances of $ 3,885

Inventories, net 20,294

Prepaid expenses 273

Other current assets 476

Total current assets $ 44,759

Property, plant and equipment, net 7,716

Right of use asset - operating leases 989

Intangible assets, net

Completed technology 202,000 12 years

Trademarks/brand names 3,000 5 years

All other 17,000 4 years

Goodwill 62,482

Deferred tax assets 6,895

Total assets acquired $ 344,841

Current liabilities:

Accounts payable, trade $ 3,989

Contract liabilities 3,984

Accrued compensation 1,037

Accrued expenses and other current liabilities 2,278

Current portion of lease liability - operating leases 365

Total current liabilities $ 11,653

Lease liability - operating leases 624

Deferred tax liabilities 54,753

Total liabilities assumed $ 67,030

Net assets acquired $ 277,811

The carrying value of trade accounts receivable, prepaid expenses, other current assets, accounts payable, contract liabilities, accrued compensation, accrued expenses and other current liabilities, as well as certain other current and non-current assets and liabilities, generally represented the fair value at the date of acquisition.

Intangible Assets

The estimated fair value of the intangible assets acquired 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 attributable to the intangible assets.

The significant assumptions used in developing the valuation included the estimated annual net cash flows including application of revenue growth rates, cost of sales, the discount rate that appropriately reflects the risk inherent in each future cash flow stream, obsolescence rate, and an assessment of the asset’s life cycle, as well as other factors.

The assumptions used in the financial forecasts were based on historical data, supplemented by current and anticipated growth rates, management plans, and market-comparable information.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

The intangible assets acquired have a weighted average useful life of 11 years.

The Company used a discount rate of 12.2 % 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Goodwill has been allocated to the Codman Specialty Surgical segment, as shown in Note 7.

Goodwill and Other Intangibles .

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

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.

Pro Forma Results (unaudited)

The Company’s unaudited pro forma revenues for the years ended December 31, 2024 and 2023, giving effect as if Acclarent had been acquired as of January 1, 2023, were $ 1,638.1 million and $ 1,658.0 million, respectively.

The calculation of unaudited pro forma net income for the years ended December 31, 2024 and 2023 is not practicable because of complexities associated with its hypothetical calculation due to the allocation of certain costs to Acclarent from Johnson & Johnson.

The unaudited pro forma revenue is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the acquisition of Acclarent in the current year had been completed on January 1, 2023, nor is it indicative of the results of operations in future periods.

Surgical Innovation Associates, Inc.

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(“SIA”) for an acquisition purchase price of $ 51.5 million (the “SIA Acquisition”) plus contingent consideration of up to $ 90.0 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).

In addition to the purchase price, the acquisition includes two separate contingent consideration 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 United States Food and Drug Administration (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.

DuraSorb sales are reported within Integra’s Tissue Technologies segment.

Assets Acquired and Liabilities Assumed at Fair Value

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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:

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Total current assets $ 10,543

Intangible assets 75,000 14 years

Intangible assets, net 75,000 14 years

Goodwill 41,380

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Total current liabilities $ 2,044

Deferred Tax Liability 11,325

Deferred tax liabilities 11,325

Contingent consideration 57,607

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Net assets acquired $ 55,947

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Developed Technology

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

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

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

The Company used iterations of the Monte Carlo simulation

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

As part of the acquisition, the Company is required to pay to the shareholders of SIA up to $ 90.0 million, dependent upon (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 certain timing targets (up to $ 40.0 million in additional payments).

In the second quarter of 2024, the Company paid out $ 12.4 million related to the 2023 performance year.

The 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 for the revenue-based milestone.

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

For the twelve-month period ended December 31, 2023, the company estimates the fair value of contingent consideration for the revenue based milestone to be $ 41.8 million and PMA approval to be $ 26.9 million.

This is compared to $ 32.6 million and $ 25.0 million, respectively at the acquisition date.

Commitments and Contingencies to the Notes to Consolidated Financial Statements for further details.

Deferred Tax Liabilities

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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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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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.

The transaction is subject to final working capital adjustments, which are pending finalization between the parties.

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, 2023, the Company had a deposit remaining of $ 0.4 million which is included in prepaid assets.

In addition, there are outstanding balances related to the Company's ongoing purchase of MediHoney® and TCC-EZ® products subsequent to the close of the TWC divestiture..

Definitive Agreement to Acquire Acclarent Inc.

In December 2023, the Company entered into a definitive agreement to acquire Acclarent, Inc.

from Ethicon, Inc., a Johnson & Johnson MedTech company for $ 275 million in cash at closing, subject to customary purchase price adjustments, and an additional $ 5 million upon the achievement of certain regulatory milestones.

Acclarent is an innovator and market leader in Ear, Nose, Throat ("ENT") procedures and upon closing, Integra will be one of the leading providers of ENT products and technologies.

The transaction is expected to close by the second quarter of 2024 .

Sale of Extremity Orthopedics Business

On January 4, 2021, the Company completed the sale of its Extremity Orthopedics business to Smith & Nephew USD Limited ("Smith & Nephew").

The transaction included the sale of the Company's upper and lower Extremity Orthopedics product portfolio, including ankle and shoulder arthroplasty and hand and wrist product lines.

The Company received an aggregate purchase price of $ 240.0 million from Smith & Nephew and concurrently paid $ 41.5 million to the Consortium of Focused Orthopedists, LLC ("CFO") effectively terminating the licensing agreement between Integra and CFO relating to the development of shoulder arthroplasty products.

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 to Smith & Nephew as of December 31, 2021.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

(the "ACell Acquisition") for an acquisition purchase price of $ 306.9 million plus contingent considerations of up to $ 100 million, that may be payable upon achieving certain revenue-based performance milestones in 2022, 2023 and 2025.

The final working capital adjustments of $ 1.3 million was finalized and paid as of June 30, 2021.

ACell was a privately-held company that offered a portfolio of regenerative products for complex wound management, including developing and commercializing products based on MatriStem Urinary Bladder Matrix, a technology platform derived from porcine urinary bladder extracellular matrix.

Assets Acquired and Liabilities Assumed at Fair Value

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

This method requires that assets acquired and liabilities assumed in a business combination are 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

Current assets:

Trade accounts receivable, net 16,469

Inventories, net 18,299

Prepaid expenses and other current assets 1,498

Total current assets $ 38,992

Property, plant and equipment, net 13,769

Intangible assets 245,000 13 - 14 years

Goodwill 94,147

Right of use asset - operating leases 9,259

Deferred tax assets 7,465

Other assets 148

Total assets acquired $ 408,780

Current liabilities:

Accounts payable $ 718

Accrued expenses 5,966

Current portion of lease liability - operating leases 1,673

Total current liabilities $ 8,357

Other long-term liability 276

Lease liability - operating leases 7,585

Deferred tax liability 61,724

Contingent consideration 23,900

Total liabilities assumed 101,842

Net assets acquired $ 306,938

Intangible Assets

The estimated fair value of the developed technology acquired 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.

The Company used a discount rate of 8.5 % 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company allocated goodwill related to the ACell acquisition to the Tissue Technologies segment.

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

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

Contingent Consideration

As part of the acquisition of ACell (the "ACell Acquisition"), the Company is required to make payments to the former shareholders of ACell up to $ 50 million based on the achievement by the Company of certain revenue-based performance milestones in 2023 and $ 50 million in 2025.

The 2023 milestone was not achieved, leaving only one contingent milestone remaining.

For the twelve-month period ended December 31, 2023, the company estimates the fair value of the contingent obligation to be $ 0.3 million.

This is compared to $ 23.9 million at the acquisition date, and $ 3.7 million at December 31, 2022.

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.

Amendment to the Seventh Amended and Restated Senior Credit Agreement

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The March 2023 Amendment extended the maturity date to March 24, 2028, amended the contractual repayments of the term loan component, and amended the interest rate from LIBOR to SOFR-indexed interest.

The Company continues to have the aggregate principal amount of up to approximately $ 2.1 billion available to it through the following facilities:

The Company continues to have the ability to borrow an aggregate principal amount of up to approximately $ 2.1 billion through the following facilities:

(i) a $ 775.0 million term loan facility, and (ii) a $ 1.3 billion revolving credit facility, which includes a $ 60.0 million sublimit for the issuance of standby letters of credit and a $ 60.0 million sublimit for swingline loans.

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

The terms of the Senior Credit Facility limit the amount of dividends we may pay.

The Company’s maximum Consolidated Total Leverage Ratio (as defined in the March 2023 Amendment) in the financial covenants is outlined below.

Concurrent with the Durepair acquisition (see Note 4.

Acquisitions and Divestitures), in accordance with the terms of the March 2023 Amendment, the Company elected to increase the maximum Consolidated Total Leverage Ratio to 5.00 from the fiscal quarter ending December 31, 2024 through the fiscal quarter ending September 30, 2025.

Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio

March 31, 2023 through December 31, 2024 4.50 to 1.00

March 31, 2025 through June 30, 2026 4.25 to 1.00

March 31, 2023 through September 30, 2024 4.50 to 1.00

December 31, 2024 through September 30, 2025 5.00 to 1.00

December 31, 2025 through June 30, 2026 4.25 to 1.00

September 30, 2026 and the last day of each fiscal quarter thereafter 4.00 to 1.00

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the one-month Term SOFR 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 amended Seventh Amended and Restated Credit Agreement (the "Credit Agreement")), 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The applicable rates are based on the Company’s Consolidated Total Leverage Ratio (defined, as of any date of determination, as the ratio of (a) Consolidated Funded Indebtedness as of such date (as defined in the Seventh Amended and Restated Credit Agreement (the “Credit Agreement”)) less cash that is not subject to any restriction on the use or investment thereof to (b) Consolidated EBITDA (as defined by the Credit Agreement)), 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 component of the Senior Credit Facility.

The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S.

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The Senior Credit Facility is subject to various financial and negative covenants and, at December 31, 2024, the Company was in compliance with all such covenants.

The Company capitalized $ 7.6 million deferred financing costs in connection with the modification of the Senior Credit Facility and wrote off $ 0.2 million of previously capitalized financing costs during the year ended 2023.

There was $ 70.0 million outstanding at December 31, 2023 under the revolving portion of the Senior Credit Facility at a weighted average interest rate of 6.8 %.

As of December 31, 2022 , there was no balance outstanding under the revolving portion of the Senior Credit Facility.

At December 31, 2023 and 2022, there was $ 775.0 million outstanding under the Term Loan component of the Senior Credit Facility at weighted average interest rate of 6.8 % and 5.6 % , respectively.

At December 31, 2023 and 2022, there was $ 14.5 million and $ 38.1 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 Term Loan components at December 31, 2023 was $ 762.9 million .

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

The Company capitalized $ 7.6 million in deferred financing costs in connection with the March 2023 Amendment and wrote off $ 0.2 million of previously capitalized financing costs during the first quarter of 2023.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

At December 31, 2024 and 2023 there wa s $ 365.0 million and $ 70.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.

At December 31, 2024 and 2023, there was $ 760.5 million and $ 775.0 million outstanding under the term loan component of the Senior Credit Facility.

At December 31, 2024 and 2023, the weighted average interest rate of both the revolving credit facility component and term loan component of the Senior Credit Facility was 6.0 % and 6.8 %, respectively.

As of December 31, 2024 and 2023 there was $ 33.9 million and $ 14.5 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the consolidated balance sheet.

The fair value of the term loan and revolving portion of the Senior Credit Facility at December 31, 2024 was $ 751.1 million, and $ 360.1 million, respectively.

The fair value was 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.

Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly, and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities

Letters of credit outstanding as of December 31, 2023 and 2022 totaled $ 1.7 million, and $ 1.6 million respectively.

Ther e were no amounts drawn as of December 31, 2023.

Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly, and are other than active market observable i nputs that reflect unadjusted quoted prices for identical assets or liabilities.

Letters of credit outstanding as of December 31, 2024 and 2023 totaled $ 1.7 million.

There were no amounts drawn as of December 31, 2024.

Contractual repayments of the Term Loan component of the Senior Credit Facility are due as follows:

2 unchanged sentences

2025 $ 33,906

2026 $ 38,750

Thereafter $ 687,813

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 52.4 million in 2024, $ 50.5 million in 2025, $ 47.9 million in 2026, and $ 54.7 million thereafter.

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 44.7 million in 2025, $ 42.4 million in 2026, $ 39.9 million in 2027, and $ 8.7 million in 2028.

Interest is calculated on the term loan portion of the Senior Credit Facility based on SOFR plus the certain amounts set forth in the Credit Agreement.

As the revolving credit facility and Securitization Facility (defined below) can be repaid at any time, no interest has been included in the calculation.

Any outstanding borrowings on the revolving credit component of the Senior Credit Facility is due on March 24, 2028.

Any outstanding borrowings on the revolving credit facility component of the Senior Credit Facility are due on March 24, 2028.

Convertible Senior Notes

On February 4, 2020, the Company issued $ 575.0 million aggregate principal amount of its 0.5 % Convertible Senior Notes due 2025 (the "2025 Notes").

On February 7, 2020, the Company issued $ 575.0 million aggregate principal amount of its 0.5 % Convertible Senior Notes due 2025 (the “2025 Notes”) pursuant to an indenture, dated as of February 7, 2020 (the “Original Indenture”), between the Company and Citibank, N.A., as trustee.

The 2025 Notes will mature on August 15, 2025 and bear interest at a rate of 0.5 % per annum payable semi-annually in arrears, unless earlier converted, repurchased or redeemed in accordance with the terms of the 2025 Notes.

The 2025 Notes are senior, unsecured obligations of the Company, and are convertible into cash and shares of its common stock based on initial conversion rate, subject to adjustment of 13.5739 shares per $1,000 principal amounts of the 2025 Notes (which represents an initial conversion price of $ 73.67 per share).

In connection with this offering, the Company capitalized $ 13.2 million of financing fees.

The 2025 Notes are senior, unsecured obligations of the Company, and are convertible into cash and shares of its common stock based on an initial conversion rate, subject to adjustment of 13.5739 shares per $1,000 principal amounts of the 2025 Notes (which represents an initial conversion price of $ 73.67 per share).

The 2025 Notes convert only in the following circumstances:

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

(3) if the Company calls the notes for optional redemption 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 specified in the Original Indenture;

(3) if the Company calls the notes for optional redemption as described in the Original Indenture;

or (4) if specified corporate transactions occur.

As of December 31, 2023, none of these conditions existed with respect to the 2025 Notes and as a result the 2025 Notes are classified as long term.

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.

The Company irrevocably elected (1) to eliminate the Company’s option to choose physical settlement on any conversion of the 2025 Notes that occurs on or after the date of the First Supplemental Indenture and (2) with respect to any Combination

As of December 31, 2024, none of these conditions existed and the 2025 Notes are classified as current convertible securities on the consolidated balance sheet, as they are due within one year.

On December 9, 2020, the Company entered into the first supplemental indenture to the Original Indenture (the “First Supplemental Indenture” and, together with Original Indenture, the “Indenture”), pursuant to which the Company irrevocably elected (1) to eliminate the Company’s option to choose physical settlement on any conversion of the 2025 Notes that occurs on or after the date of the First Supplemental Indenture and (2) with respect to any Combination Settlement (as defined in the First Supplemental Indenture) for a conversion of the 2025 Notes, the Specified Dollar Amount (as defined in the First Supplemental Indenture) that will be settled in cash per $1,000 principal amount of the 2025 Notes shall be no lower than $ 1,000 .

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Settlement for a conversion of the 2025 Notes, the Specified Dollar Amount that will be settled in cash per $1,000 principal amount of the 2025 Notes shall be no lower than $ 1,000 .

Holders of the Notes will have the right to require the Company to repurchase for cash all or a portion of their Notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the Notes).

The Company will also be required to increase the conversion rate for holders who convert their Notes in connection with certain fundamental changes occurring prior to the maturity date or following delivery by the Company of a notice of redemption.

Holders of the 2025 Notes will have the right to require the Company to repurchase for cash all or a portion of their 2025 Notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the Indenture).

The Company will also be required to increase the conversion rate for holders who convert their 2025 Notes in connection with certain Fundamental Changes (as defined in the Original Indenture) occurring prior to the maturity date or following delivery by the Company of a notice of redemption.

In connection with the issuance of the 2025 Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of the 2025 Notes (the “hedge participants”).

4 unchanged sentences

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

At December 31, 2023 , the carrying amount of the liability was $ 575.0 million.

The fair value of the 2025 Notes at December 31, 2023 wa s $ 541.2 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.

At December 31, 2024 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million .

The fair value of the 2025 Notes at December 31, 2024 was $ 555.6 million .

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

The 2025 Notes are valued based on Level 1 measurements in the fair value hierarchy.

Level 1 inputs represent quoted prices in active markets for identical assets or liabilities.

Securitization Facility

On December 15, 2023, the Company entered into an amendment (the "December 2023 Amendment") of the Securitization Facility which extended the maturity date from May 28, 2024 to December 15, 2026.

The company incurred approximately $ 0.3 million of new issuance costs associated with the amendment which will be amortized over 3 years, the length of the agreement.

Due to the increase in borrowing capacity, the remaining $ 0.1 million of unamortized costs from the previous agreement will be amortized over the length of the amended agreement, 3 years.

In addition, on April 17, 2023 the company entered into an amendment (the "April 2023 Amendment") of the Securitization Facility and amended the interest rate from LIBOR to SOFR indexed rate.

The December 2023 and April 2023 Amendments do not increase the Company’s total indebtedness.

During the fourth quarter of 2018, the Company entered into an accounts receivable securitization facility (the "Securitization Facility") under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company.

In 2018, the Company entered into an accounts receivable securitization facility (the “Securitization Facility”) under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company.

Accordingly, the assets of the SPE are not available to satisfy the obligations of the Company or any of its subsidiaries.

4 unchanged sentences

As of December 31, 2024, the Company was in compliance with the covenants and none of the termination events had occurred.

At December 31, 2023 and 2022, the Company had $ 89.2 million and $ 104.7 million, of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 5.9 % and 5.0 %, respectively.

On December 15, 2023, the Company entered into an amendment (the “December 2023 Amendment”) of the Securitization Facility which extended the maturity date from May 28, 2024 to December 15, 2026.

The Company incurred approximately $ 0.3 million of new issuance costs associated with the December 2023 Amendment which will be amortized over 3 years, the length of the Securitization Agreement as amended by the December 2023 Amendment.

Due to the increase in borrowing capacity, the remaining $ 0.1 million of unamortized costs from the previous agreement will also be amortized over the length of the amended agreement, three years .

In addition, on April 17, 2023 the Company entered into an amendment (the “April 2023 Amendment”) of the Securitization Facility and amended the interest rate from LIBOR to SOFR-indexed rate.

The December 2023 Amendment and April 2023 Amendment did not increase the Company’s total indebtedness.

At December 31, 2024 and 2023, the Company had $ 108.1 million and $ 89.2 million, respectively, of outstanding borrowings under its Securitization Facility at an interest rate of 5.4 % and 6.4 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at December 31, 2024 was $ 105.8 million.

1 unchanged sentence

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

Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly, and are other than active market observable i nputs that reflect unadjusted quoted prices for identical assets or liabilities.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Estimated Fair Value of Debt Measurements

The carrying amounts and the estimated fair values of debt as of December 31, 2024 and 2023 are as follows:

December 31, 2024 December 31, 2023

Fair Value Measurement Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

Dollars in thousands

Senior credit facility - term loan Level 2 $ 760,469 $ 751,143 $ 775,000 $ 762,869

Senior credit facility - revolving component Level 2 365,000 360,144 70,000 68,902

2025 Notes Level 1 575,000 555,594 575,000 541,219

Securitization Level 2 108,100 105,831 89,200 87,069

Subtotal $ 1,808,569 $ 1,772,712 $ 1,509,200 $ 1,460,059

Debt issuance costs ( 5,476 ) ( 9,651 )

Total debt $ 1,803,093 $ 1,772,712 $ 1,499,549 $ 1,460,059

DERIVATIVE INSTRUMENTS

4 unchanged sentences

These interest rate swaps apply a fixed interest rate on a portion of the Company’s expected SOFR-indexed borrowings.

In connection with the March 2023 Amendment to the Senior Credit Facility, the Company amended its interest rate from LIBOR to SOFR-indexed interest.

In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays daily compounded SOFR to convert the portfolio of swaps from daily compounded SOFR to Term SOFR.

The Company held the following interest rate swaps as of December 31, 2024 and 2023 (dollar amounts in thousands):

December 31, 2023 December 31, 2023

December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023

Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value

13 unchanged sentences

(1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time

December 31, 2022 December 31, 2022

Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value

Asset (Liability)

1-month USD LIBOR Loan 150,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 5,012

1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 8,380

1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1,831

1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1,905

1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1,970

1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 4,252

1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 4,153

1-month USD LIBOR Loan 575,000 December 15, 2020 July 31, 2025 December 31, 2027 1.415 % 23,742

1-month USD LIBOR Loan 125,000 December 15, 2020 July 1, 2025 December 31, 2027 1.404 % 5,467

$ 1,475,000 $ 56,712

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The interest rate 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 accumulated other comprehensive income (“AOCI”).

For the years ended December 31, 2024 and 2023, the Company recorded gains of $ 22.7 million and $ 4.9 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the years ended December 31, 2023 and 2022, the Company recorded a gain of $ 18.1 million and a loss of $ 7.4 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2024 and 2023, the Company recorded gains of $ 17.5 million and $ 18.1 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2024 within the next twelve months is $ 11.6 million.

10 unchanged sentences

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.

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

The Company may experience unanticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activities during periods of currency volatility.

The success of the Company’s hedging anticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activities during periods of currency volatility.

In addition, changes in currency exchange rates related to any unhedged transactions may affect earnings and cash flows.

Cross-Currency Rate Swaps

The objective of these cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate.

Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss Francs and receive interest in U.S.

Upon the maturity of these contracts, the Company will pay the principal amount of the loans in Swiss Francs and receive U.S.

The objective of the cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate.

Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss francs (“CHFs”) and receive interest in U.S.

Upon the maturity of these contracts, the Company will pay the principal amount of the loans in CHF and receive U.S.

dollars from the counterparties.

On September 22, 2023, the Company amended the Swiss Franc ("CHF")-denominated intercompany loan to partially settle CHF 20.0 million and extend the termination date to September 2024 and as a result, the Company terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $ 48.5 million.

On September 22, 2023, the Company amended the CHF-denominated intercompany loan to partially settle CHF 20.0 million and extend the termination date to September 2024 and as a result, the Company terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $ 48.5 million.

Simultaneously, the Company entered into a cross-currency swap agreement to hedge a notional amount of CHF 28.5 million equivalent to $ 31.5 million of this amended intercompany loan into U.S.

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

Based on the closing exchange rates, the loss upon settlement was approximately $ 2.3 million which was offset by the gain on the settlement of the intercompany loan.

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.

2 unchanged sentences

As a result, the aggregate notional amount of the related cross-currency swaps will decrease by a corresponding amount.

On February 19, 2025, the Company amended the CHF-denominated intercompany loan to extend the maturity to December 2030.

Concurrently, the Company amended the cross-currency swap agreement, with a notional amount of $ 368.4 million, equivalent to CHF 328.1 million, to extend the maturity to December 2030.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

8 unchanged sentences

Receive U.S.$ 6.27 % $ — 31,457

Pay CHF September 22, 2023 September 29, 2024 2.40 % CHF 28,500 — ( 2,348 ) —

Receive U.S.$ 6.27 % $ 31,457 —

Total $ ( 4,367 ) $ ( 40,672 )

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.

For the years ended December 31, 2023 and 2022 the Company recorded a loss of $ 37.4 million and a gain of $ 11.1 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans.

For the years ended December 31, 2023 and 2022, the Company recorded a loss of $ 27.4 million and a gain of $ 8.8 million in AOCI, respectively, related to change in fair value of the cross-currency swaps.

For the years ended December 31, 2024 and 2023 the Company recorded a gain of $ 41.0 million and a loss of $ 27.4 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the years ended December 31, 2024 and 2023, the Company recorded a gain of $ 32.2 million and a loss of $ 37.4 million in other income, net for the change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.

For the years ended December 31, 2024 and 2023, the Company recorded gains of $ 4.7 million and $ 5.5 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

4 unchanged sentences

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.

In May 2024, the Company entered into a cross-currency swap agreement with a notional amount of CHF 68.5 million, equivalent to $ 75.0 million, where the Company agreed with third-parties to sell CHF in exchange for U.S.

dollars at a specified rate at the maturity of the contract.

The new cross-currency swap agreement was designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries.

In November 2023, May 2022, and October 2018, 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 February 21, 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 67.8 million, equivalent to $ 75.0 million, to be designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

6 unchanged sentences

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

Pay EUR October 3, 2018 September 30, 2025 — % EUR 38,820 38,820 2,475 4,307

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

Pay CHF May 26, 2022 December 16, 2028 — % CHF 240,175 288,210 ( 27,951 ) ( 48,047 )

2 unchanged sentences

Receive U.S.$ 2.54 % $ 75,000 75,000

Pay CHF May 6, 2024 December 18, 2030 — % CHF 68,483 — ( 4,741 ) —

Receive U.S.$ 2.74 % $ 75,000 —

Total $ ( 31,113 ) $ ( 49,609 )

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.

For the years ended December 31, 2023 and 2022, the Company recorded a loss of $ 30.7 million and a gain of $ 2.2 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the years ended December 31, 2024 and 2023, the Company recorded a gain of $ 24.5 million and a loss of $ 30.7 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the years ended December 31, 2024 and 2023, the Company recorded gains of $ 10.1 million and $ 7.8 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2023 within the next twelve months is immaterial .

Foreign Currency Forward Contract

The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2024 within the next twelve months is $ 9.4 million.

Foreign Currency Forward Contracts

The Company has entered into a hedge for forecasted intercompany purchases denominated in foreign currencies through the use of forward contracts designated as cash flow hedges.

To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are included in AOCI.

To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in accumulated comprehensive loss.

These changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs.

During 2023, the Company entered into foreign currency forward contracts to mitigate the risk of foreign currency on intercompany purchases in CHF.

Throughout 2024, the Company entered into foreign currency forwards to mitigate the exchange rate risk of CHF denominated intercompany purchases.

These contracts typically settle at various dates within twelve months of execution.

As of December 31, 2023 there were no outstanding foreign currency forward contracts.

During the year ended December 31, 2023 the Company recorded a gain of $ 0.4 million in AOCI related to the change in fair value of the foreign currency forward contracts.

During the year ended December 31, 2023 the company recorded a gain of $ 0.4 million in cost of goods sold included in the consolidated statements of operations related to the foreign currency forward contracts.

As of December 31, 2024 the notional amount of foreign currency forward contracts was CHF 16.9 million.

For the year ended December 31, 2024 and 2023 the Company recorded losses of $ 1.1 million and gains of $ 0.4 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.

For the year ended December 31, 2024 and 2023 the Company recorded losses of $ 0.4 million and gains of $ 0.4 million, respectively, in other income and cost of goods sold included in the consolidated statements of operations related to the amortization of forward points and rate translation on the foreign currency forward contracts.

Counterparty Credit Risk

32 unchanged sentences

Cross-currency swap 4,367 4,813

Foreign Currency Forward Contracts 914 —

Net Investment Hedges

8 unchanged sentences

(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.

(2) At December 31, 2023 and 2022, the total notional amounts related to the Company’s interest rate swaps were $ 1.5 billion.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

13 unchanged sentences

Cross-currency swap ( 15,763 ) 41,013 36,871 ( 11,621 ) Other income, net

Forward Currency Forward Contracts — 436 436 — Cost of sales

Forward Currency Forward Contracts — ( 1,067 ) ( 443 ) ( 624 ) Cost of sales and other income, net

Net Investment Hedges

5 unchanged sentences

Cross-currency swap ( 20,271 ) ( 27,406 ) ( 31,914 ) ( 15,763 ) Other income, net

Forward Currency Forward Contracts — 436 436 — Cost of sales and other income, net

Net Investment Hedges

1 unchanged sentence

$ 29,527 $ ( 52,809 ) $ ( 5,577 ) $ ( 17,705 )

Derivative Instruments not designated hedges:

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.

Derivative Instruments Not Designated as Hedges:

During 2024, the Company entered into foreign currency forward contracts to mitigate risk from the fluctuations in foreign currency exchange rates associated with intercompany receivables in Chinese yuan (“CNH”).

These contracts typically settle at various dates within twelve months of execution.

As of December 31, 2024, the notional amounts totaled CNH 140.0 million.

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 Company subsequently paid down a portion of this swap in the second quarter of 2023, bringing the notional amount down to $ 5.5 million as of December 31, 2023.

The Company subsequently paid down a portion of this swap in the second quarter of 2023 and the second quarter of 2024, bringing the notional amount down to $ 4.6 million as of December 31, 2024.

The fair value of the derivative instruments not designated as hedges was $ 1.7 million and $ 1.2 million as of December 31, 2024 and 2023, respectively.

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

Dollars in thousands December 31,

Foreign currency forward contracts $ 598 $ —

Foreign currency swaps 56 566

Total $ 654 $ 566

GOODWILL AND OTHER INTANGIBLE ASSETS

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

The qualitative evaluation is an assessment of factors including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill.

The Company may elect to bypass the qualitative assessment for its three reporting units and perform a quantitative test.

The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management.

The quantitative test estimates the fair value of the three reporting units using a discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

used to fair value the Company's reporting units are considered inputs of the fair value hierarchy.

For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement.

GOODWILL AND OTHER INTANGIBLE ASSETS

In accordance with FASB Topic 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units.

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

The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill.

The Company may elect to bypass this qualitative evaluation for some or all of its reporting units and perform a quantitative test.

The quantitative test uses a combination of both an income approach and a market approach to determine the fair value of the reporting unit.

The income approach utilizes the estimated discounted cash flows for the reporting unit, while the market approach utilizes comparable publicly-traded companies’ revenue and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.

Estimates and assumptions used in the income approach to calculate projected future discounted cash flows included revenue growth rates, cost of sales, terminal growth rates, and a discount rate for each reporting unit.

Discount rates are determined using a weighted average cost of capital for risk factors specific to each reporting unit and other market and industry data.

The assumptions used are inherently subject to uncertainty and slight changes in these assumptions could have a significant impact on the concluded value.

The estimates and assumptions applied represent a Level 3 measurement in the fair value hierarchy.

Level 3 inputs are supported by limited or no market activity and reflect the Company’s assumptions in measuring fair value.

The key assumptions impacting the valuation included the following:

• The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans.

• The reporting unit’s financial projections, including revenue growth rates and cost of sales, which are based on management’s assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company’s strategic objectives and future growth plans.

• The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis.

2 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.

In the second quarter of 2023, due to the Boston recall, as well as the associated drop in the Company's stock price in that quarter, the Company elected to perform a quantitative analysis, using a combination of a discounted cash flow method and guideline public company method for its TT reporting unit.

The quantitative test utilized key assumptions of revenue growth rate, a terminal growth rate of 2 %, a discount rate of 10 %, and the range and application of the company guideline multiples.

The Company determined, after performing the quantitative analysis, that the fair value of the goodwill of the reporting unit was not less than the carrying amount, with more than 20 % headroom.

During the third quarter of 2023, the Company elected to perform a qualitative analysis for its three reporting units.

The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value was less that the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test.

During the third quarter of 2024, the Company elected to bypass the qualitative evaluations of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units and perform quantitative tests.

The quantitative test for the Tissue Technologies reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 12.5 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Tissue Technologies reporting unit was not less than its carrying amount, with 21.2 % headroom.

The quantitative test for the Neurosurgery reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 12.0 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Neurosurgery reporting unit was not less than its carrying amount, with 11.7 % headroom.

The quantitative test for the Instruments and ENT reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 11.5 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Instruments and ENT reporting unit was not less than its carrying amount, with 22.1 % headroom.

Based on the results of these quantitative tests, the Company recorded no impairment of goodwill for Tissue Technologies, Neurosurgery, or Instruments and ENT reporting units.

The Company performed a hypothetical sensitivity analysis of the fair value for each reporting unit by increasing the discount rate by 50 basis points, decreasing the terminal growth rate by 50 basis points, and holding all other assumptions constant, which resulted in a decrease to the estimated fair value of the Tissue Technology reporting unit by 4.5 %, a decrease to the estimated fair value of the Neurosurgery reporting unit by 3.8 %, and a decrease to the estimated fair value of the Instruments and ENT reporting unit by 3.5 %.

Based on the results of the hypothetical sensitivity analyses, the Company would still not have recorded an impairment of goodwill for Tissue Technologies, Neurosurgery, or Instruments and ENT reporting units.

During the first quarter of 2024, due to third-party audit findings and an update to the estimated timeframe to resume the commercial distribution of products manufactured in the Company’s manufacturing facility located in Boston, Massachusetts (the “Boston facility”), the Company elected to perform a quantitative analysis of its Tissue Technologies reporting unit.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

quantitative test utilized a terminal growth rate of 2.0 % and a discount rate of 14.5 % in the income approach.

An impairment loss is recognized when the reporting unit’s carrying amount exceeds its estimated fair value.

The Company determined, after performing the quantitative analysis, that the fair value of the Tissue Technologies reporting unit was not less than its carrying amount, with 19.9 % headroom.

Changes in the carrying amount of goodwill in 2024 and 2023 were as follows:

2 unchanged sentences

$ 656,219 $ 382,662 $ 1,038,881

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

SIA Acquisition — ( 382 ) ( 382 )

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$ 666,937 $ 388,525 $ 1,055,462

Sale of non-core traditional wound care business — — —

SIA Acquisition — ( 382 ) ( 382 )

Acclarent Acquisition 62,482 — 62,482

Foreign currency translation ( 13,689 ) ( 7,303 ) ( 20,992 )

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Intangible Assets with Indefinite Lives

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.

The Company does not amortize intangible assets with indefinite lives but tests its intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC 350.

Additionally, the Company performs interim tests of its intangible assets with indefinite lives for impairment if an event occurs or circumstances change that could potentially reduce the fair value of a 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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The Company may elect to bypass this qualitative evaluation and perform a quantitative test.

During the third quarter of 2023, the Company elected to perform a qualitative analysis for its intangible asset with indefinite lives.

Intangible Assets with Definite Lives

The impairment testing involves comparing the carrying amount of the asset or asset group to the forecasted undiscounted future cash flows.

In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and impairment exists.

An impairment loss is measured as the excess of the asset's carrying value over its fair value, calculated using discounted future cash flows.

The computed impairment loss is recognized in the period that the impairment occurs.

The quantitative test uses an income approach to determine the fair value of the indefinite-lived intangible asset.

The income approach utilizes the estimated discounted cash flows for the indefinite-lived intangible asset.

Estimates and assumptions used in the income approach to calculate projected future discounted cash flows included revenue growth rates, operating margins, and a discount rate for each indefinite-lived intangible asset.

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.

The assumptions used are inherently subject to uncertainty and slight changes in these assumptions could have a significant impact on the concluded value.

The estimates and assumptions applied represent a Level 3 measurement in the fair value hierarchy described in ASC 820.

Level 3 inputs are supported by limited or no market activity and reflect the Company’s assumptions in measuring fair value.

For intangible assets with indefinite lives, the Company elected to bypass the qualitative evaluation for its Codman trade name intangible asset and perform a quantitative test during the third quarter 2024.

In performing this test, the Company utilized a discount rate of 13.0 %.

The assumptions used in evaluating the Codman trade name for impairment are subject to change and are tracked against historical results by management.

Based on the results of the quantitative test, the Company recorded no impairment to the Codman trade name intangible asset.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In the second quarter of 2023, due to the Boston recall, the Company elected to perform impairment testing on certain definite lived intangibles.

The intangible components associated with the recalled products include completed technology and customer relationships with a net book value of $ 28.8 million and $ 7.6 million, respectively, as of December 31, 2023.

The company used an undiscounted cash flow methodology and obtained revenue projections through the useful life of the intangibles.

After performing the analysis, no impairment was noted.

The Company will continue to monitor these intangibles as we return to the market and evaluate any changes that would impact our sales of these products.

Intangible Assets with Definite Lives

Definite-lived intangible assets are periodically evaluated for impairment in accordance with FASB Topic 360, Property, Plant and Equipment , (“ASC 360”) whenever events or changes in circumstances indicate that a definite-lived intangible asset ’s carrying value may not be recoverable.

The evaluation for recoverability involves comparing the carrying amount of the definite-lived intangible asset to the C ompany’s expectations of the future undiscounted cash flows derived from the definite-lived intangible asset .

An impairment loss is measured as the excess of the definite-lived intangible asset’s carrying value over its fair value, calculated using market participant assumptions pursuant to ASC 820 using discounted future cash flows based on the present value of estimated future cash flows to be generated by the definite-lived intangible asset using a risk-adjusted discount rate.

The impairment loss is recognized in the period that the impairment occurs.

In the first quarter of 2024, due to third-party audit findings and an update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility, the Company elected to perform quantitative impairment testing on certain definite-lived intangible assets including completed technology and customer relationships in accordance with ASC 360.

The Company recorded an impairment charge related to the definite-lived intangible asset associated with the customer relationships of $ 7.1 million in intangible asset amortization in the consolidated statement of operations.

With respect to the definite-lived intangible assets associated with the completed technology of SurgiMend® and PriMatrix®, the Company determined that the carrying amount of these definite-lived intangible assets were recoverable and, therefore, the intangible assets were not deemed to be impaired.

In the second quarter of 2024, the Company approved a plan to transition the commercial distribution of SurgiMend® and PriMatrix® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts (the “Braintree facility”).

The Company considered the impact to the update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility on the assumptions used in the quantitative assessment of the definite-lived intangible assets completed in the first quarter of 2024, which did not require further evaluation for impairment.

The carrying values of SurgiMend® and PriMatrix® are $ 32.8 million and $ 24.4 million, respectively, as of December 31, 2024.

Amortization expense (including amounts reported in cost of product revenues) for the years ended December 31, 2024, 2023, and 2022 was $ 105.2 million, $ 82.8 million, and $ 78.3 million, respectively.

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Amortization of product technology based intangible assets totaled $ 84.0 million, $ 70.4 million and $ 64.4 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is presented by the Company within cost of goods sold.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

TREASURY STOCK

As of December 31, 2024 and 2023, there were 14.4 million and 12.8 million shares of treasury stock outstanding with a cost of $ 691.4 million and $ 647.3 million, respectively, at a weighted average cost per share of $ 47.86 and $ 50.76 , respectively.

On May 16, 2024, the Company entered into a $ 50.0 million accelerated share repurchase (“May 2024 ASR”) and received 1.3 million shares of common stock at inception of the May 2024 ASR, which represented approximately 70 % of the expected total shares under the May 2024 ASR.

On July 31, 2024, the early exercise provision was exercised by the May 2024 ASR counterparty.

The Company received an additional 0.4 million shares determined using the volume-weighted average price of the Company’s common stock during the term of the May 2024 ASR.

On August 15, 2023, the Company entered into a $ 125.0 million accelerated share repurchase (“August 2023 ASR”) and received 2.3 million shares of the common stock at inception of the August 2023 ASR, which represented approximately 80 % of the expected total shares under the August 2023 ASR.

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On January 26, 2023, the Company entered into a $ 150.0 million accelerated share repurchase (“January 2023 ASR”) and received 2.1 million shares of common stock at inception of the January 2023 ASR, which represented approximately 80 % of the expected total shares under the January 2023 ASR.

The settlement of the January ASR agreement was completed in two separate transactions on April 26, 2023 and May 4, 2023, where the Company received an additional 0.30 million and 0.31 million shares respectively, determined using the volume-weighted average price of the Company's common stock during the term of the January 2023 ASR.

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

The Act implemented 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.

The Company accrued $ 2.5 million of excise tax related to the two ASR agreements during 2023.

The settlement of the January 2023 ASR agreement was completed in the second quarter of 2023, where the Company received 0.6 million shares, determined using the volume-weighted average price of the Company’s common stock during the term of the January 2023 ASR.

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

The Inflation Act implements a new excise tax of 1.0% on the net share repurchases made by the Company effective for share repurchases performed January 1, 2023, or after.

In the fourth quarter of 2024, the Company made an excise tax payment of $ 2.5 million related to the January 2023 ASR and the August 2023 ASR.

On July 18, 2023, the Board of Directors authorized a new $ 225.0 million share repurchase program, replacing the existing $ 225.0 million program authorized in April 2022.

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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.

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.

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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

STOCK-BASED COMPENSATION

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As of December 31, 2024, the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (the “2003 Plan”).

The 2000 and 2001 Equity Incentive Plans were terminated as of February 19, 2021, and no further awards may be issued under the plans.

The 2000 Equity Incentive Plan and the 2001 Equity Incentive Plan were terminated as of February 19, 2021, and no further awards may be issued under the plans.

In May 2010 and May 2017, the stockholders of the Company approved amendments to the 2003 Plan to increase by 3.5 million and 1.7 million , respectively, the number of shares of common stock that may be issued under the 2003 Plan.

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company has reserved 14.7 million shares under the 2003 Plan.

The 2003 Plan permits 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.

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The Company accounts for forfeitures as they occur.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following weighted-average assumptions were used in the calculation of fair value:

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Cash received from option exercises and employee stock purchase plan was $ 6.4 million, $ 4.3 million, and $ 5.5 million, for the years ended December 31, 2024, 2023, and 2022, respectively.

The realized tax benefit from options exercised were $ 0.1 million, $ 0.6 million and $ 2.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The realized tax expense from options exercised was $ 0.5 million for the year ended December 31, 2024.

Realized tax benefits of $ 0.1 million, and $ 0.6 million were recognized for the years ended December 31, 2023, and 2022, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2024, there was approximately $ 2.9 million of total unrecognized compensation costs related to unvested stock options.

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Adjustments for performance achievement related to award target — — ( 160 ) 49.71

— — ( 78 ) 62.26

Cancellations ( 115 ) 46.31 ( 35 ) 49.23

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The Company recognized $ 22.1 million, $ 18.7 million and $ 24.3 million in expense related to such awards during the years ended December 31, 2024, 2023, and 2022, respectively.

The total fair market value of shares vested and released in 2023, 2022

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

and 2021 was $ 18.2 million, $ 65.0 million and $ 15.7 million, respectively.

The total fair market value of shares vested and released in 2024, 2023, and 2022 was $ 11.3 million, $ 18.2 million and $ 65.0 million, respectively.

Vested awards include shares that have been fully earned but had not been delivered as of December 31, 2024.

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

As of December 31, 2023, there were 51,241 performance stock units ("PSU's") granted in 2021 subject to vest and be released in 2024 based on PSU catch-up opportunity.

No additional PSU's were subject to vest based on 2023 performance achievement.

As of December 31, 2024, there were no performance stock units (“PSUs”) subject to vest and be released based on 2024 performance achievement.

As of December 31, 2024, there was approximately $ 27.0 million of total unrecognized compensation costs related to unvested restricted stock, performance stock and contract stock awards.

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At December 31, 2024, there were approximately 3.7 million shares available for grant under the 2003 Plan.

The Company capitalized into inventory, share based compensation costs of $ 0.6 million, $ 0.6 million and $ 0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company capitalized share based compensation costs of $ 0.7 million, $ 0.6 million, and $ 0.6 million for the years ended December 31, 2024, 2023, and 2022, into inventory, respectively.

Such share-based compensation was recognized as cost of goods sold when related inventory was sold.

CEO Separation

On February 27, 2024, the Company announced that Mr.

De Witte would retire from his position as President and Chief Executive Officer and director of the Company following the completion of a succession process and entered into a letter agreement with Mr.

De Witte to modify his current employment agreement and put forth the form of a post-employment consulting agreement.

The Company applied modification accounting to the outstanding equity-based awards granted to Mr.

De Witte as of that date, which revalued and accelerated stock-based compensation associated with equity-based awards granted to him over his expected service period to the Company.

Pursuant to this letter agreement, Mr.

De Witte’s unvested equity-based awards will continue to vest during his continued service period to the Company and vested stock options were modified such that they will remain exercisable until the earlier of (a) the stated term of the stock options and (b) six months following his cessation of continued service to the Company.

As a result of the modifications, the Company recorded a total of $ 1.9 million in accelerated stock-based compensation expenses for the year ended December 31, 2024.

EMPLOYEE STOCK PURCHASE PLAN

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Under the ESPP, a total of 3.0 million shares of common stock are reserved for issuance.

These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common stock reacquired by the Company as treasury stock.

These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

stock reacquired by the Company as treasury stock.

At December 31, 2024, 1.9 million shares remain available for purchase under the ESPP.

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Amortization of prior service cost (credit) ( 585 ) ( 389 )

Recognized actuarial losses ( 391 ) 9

Settlements ( 144 ) —

Net period benefit cost $ 1,153 $ 915

Actuarial losses 6 ( 391 )

Net periodic benefit cost $ 1,617 $ 1,153

The following weighted average assumptions were used to develop net periodic pension benefit costs and the actuarial present values of projected pension benefit obligations for the years ended December 31, 2024 and 2023, respectively:

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The resulting discount rates are consistent with the duration of plan liabilities.

In 2023 and 2022, the

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

discount rates were prescribed as the current yield on corporate bonds with an average rating of AA or AAA of equivalent currency and term to the liabilities.

In 2024 and 2023, the discount rates were prescribed as the current yield on corporate bonds with an average credit rating of AA or AAA of equivalent currency and term to the liabilities.

The expected returns on plan assets represent the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid.

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The assessment is determined using projections from external financial sources, long-term historical averages, actual returns by asset class and the various asset class allocations by market.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2024 and 2023 and a reconciliation of the funded status at December 31, 2024 and 2023, respectively (amounts in thousands):

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Service cost 3,113 2,226

Actuarial (gain) loss 8,229 ( 14,822 )

Actuarial loss 4,219 8,229

Plan amendments — ( 1,772 )

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Benefit payment ( 1,607 ) ( 812 )

Net transfer in/(out) 584 —

Effect of foreign currency exchange rates ( 4,953 ) 4,958

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Premiums paid ( 456 ) ( 406 )

Net transfer in/(out) 322 —

Effect of foreign currency exchange rates ( 3,660 ) 3,657

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The unfunded benefit obligations are included in other liabilities in the consolidated balance sheets at December 31, 2024 and 2023, respectively.

During the periods ended December 31, 2023 and 2022 , the Company had a net loss of $ 6.6 million and a net gain of $ 7.4 million, respectively, recognized within accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit cost.

During the periods ended December 31, 2024 and 2023 , the Company had a net gain of $ 1.3 million and a net loss of $ 6.6 million, respectively, recognized within accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit cost.

The combined accumulated benefit obligations for the defined benefit plans was $ 60.1 million and $ 62.8 million as of December 31, 2024 and 2023, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Unrecognized gains and losses are amortized over the average remaining future service for each plan.

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

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.

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DEFINED CONTRIBUTION PLANS

The Company also has various defined contribution savings plans that cover substantially all employees in the United States, Belgium, Canada, France, Japan, Netherlands, the U.K.

and Puerto Rico.

The Company also has various defined contribution savings plans offered to our U.S.

The Company matches a certain percentage of each employee’s contributions as per the provisions of the plans.

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The Company leases administrative, manufacturing, research and distribution facilities and vehicles through operating lease agreements.

The Company has no finance leases as of December 31, 2023.

The Company has no material finance leases as of December 31, 2024.

Many of the Company’s leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area or other maintenance costs).

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Most facility leases include one or more options to renew.

The exercise of lease renewal options is typically at the Company's sole discretion, therefore, the majority of renewals to extend the lease terms are not included in the ROU assets and lease liabilities as they are not reasonably certain of exercise.

The exercise of lease renewal options is typically at the Company’s sole discretion, therefore, the majority of renewals to extend the lease terms are not included in the Right of Use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise.

The Company regularly evaluates renewal options and when they are reasonably certain of exercise, the renewal period is included in the lease term.

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Operating cash flows from operating leases $ 24,122 $ 20,655

ROU assets obtained in exchange for lease liabilities:

ROU assets obtained in exchange for lease liabilities, net of modifications:

Operating leases $ 3,565 $ 9,843

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Long-term lease liabilities $ 166,930

There were no future minimum lease payments under finance leases at December 31, 2023.

There were no material future minimum lease payments under finance leases at December 31, 2024.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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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.

Lease Impairment Charge

The Company approved a plan to transition the commercial distribution of PriMatrix® and SurgiMend® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts and permanently cease use of the Boston facility.

As a result, in the second quarter of 2024, the Company recorded a $ 4.6 million impairment charge in the Tissue Technologies reportable segment, as the carrying amounts of the operating lease right-of-use asset and fixed assets related to the Boston facility exceeded their fair values based on the Company’s estimates of future discounted cash flows through the end of the lease term and the end of their remaining useful lives, respectively.

The $ 4.6 million impairment charge was comprised of a $ 1.7 million impairment of an operating lease right-of-use asset and a $ 2.9 million write-off of fixed assets, which was recorded as a component of cost of goods sold in the consolidated statements of operations.

Income before income taxes consisted of the following:

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( 4.1 ) % 3.3 % ( 1.8 ) %

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

Changes in valuation allowances ( 6.0 ) % 4.9 % — %

Return to provision 10.1 % ( 0.8 ) % ( 0.5 ) %

Other ( 0.4 ) % 1.3 % — %

1 unchanged sentence

Our effective tax rate was 61.9 % and 16.4 % of income before income taxes for the years ended December 31, 2024 and December 31, 2023, respectively.

In 2023, the Company’s higher effective tax rate was driven by the the inclusion of Global Intangible Low-Taxed Income ("GILTI"), offset by a $ 5.8 million income tax benefit related to a four-year tax credit received by a Swiss subsidiary.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In 2024, the Company’s effective tax rate was driven by federal, state, and international tax benefits generated from operating losses in certain jurisdictions, including a $ 4.4 million benefit from federal and state research tax credits, offset by the inclusion of Global Intangible Low-Taxed Income (“GILTI”).

In 2023, the Company’s effective tax rate was primarily driven by the inclusion of GILTI, offset by a $ 5.8 million income tax benefit related to a four-year tax credit received by a Swiss subsidiary.

The Company received an extension of the 2018 Swiss tax grant for three years, until the 2027 tax year.

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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.

During 2023, the Company’s foreign operations generated a $ 0.7 million decrease in income tax expense when compared to the same period in 2022, because of geographic and business mix of taxable earnings and losses, among other factors.

The 2023 foreign effective tax rate is 16.4 %, compared to 15.9 % in 2022.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During 2024, the Company’s foreign operations generated a $ 0.4 million increase in income tax expense when compared to the same period in 2023, because of geographic and business mix of taxable earnings and losses, among other factors.

The 2024 foreign effective tax rate is 12.3 % compared to 16.4 % in 2023.

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

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

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

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law, for which the company did not experience a material impact on the company’s effective tax rate.

On August 16, 2022, the Inflation Act was signed into law, for which the Company did not experience a material impact on the Company’s effective tax rate.

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

The OECD released model rules related to a new 15% global minimum tax regime (“Pillar 2”).

Several of the jurisdictions that we operate in have already adopted some form of the model rules, which could impact the amount of taxes that the Company pays after 2023.

However, the rules are complex and provide for delays during the early transition years, if certain conditions are met.

The Company will continue to analyze the law to determine potential impacts.

At this time, the Company does not expect the Pillar 2 legislation to have a material impact on its consolidated financial statements.

Such changes in U.S.

A number of the jurisdictions that the Company operates in have adopted some form of the model rules, which became effective beginning in 2024.

The Pillar 2 rules are complex and provide for delays for implementing the tax during the early transition years, if certain conditions are met.

The Company calculated an immaterial amount related to Pillar 2 tax liability for the year ending December 31, 2024, aided by certain transition safe-harbor results in Switzerland.

Related changes in U.S.

jurisdictions could have an adverse effect on the Company’s effective tax rate.

34 unchanged sentences

Total deferred tax liabilities $ ( 250,591 ) $ ( 216,387 )

Total net deferred tax assets (liabilities) $ 10,763 $ ( 17,344 )

Prior period amounts were re-classed, as it relates to Leases and Other, between tax assets and liabilities within this table, to conform to the current period presentation.

Total net deferred tax (liabilities) assets $ ( 25,910 ) $ 10,763

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;

Tax Cuts and Jobs Act (the “2017 Tax 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.

2 unchanged sentences

For the federal net operating loss carryforwards, $ 51.2 million will expire through 2037.

while $ 8.9 million have an indefinite carry forward period.

For foreign net operating loss carryforwards, $ 87.5 million will expire through 2028, while the remaining $ 19.1 million have an indefinite carry forward period.

2 unchanged sentences

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 valuation allowance at December 31, 2023 increased by $ 2.8 million, as compared to 2022, primarily driven by a $ 3.3 million increase related to the new Swiss tax credit.

The valuation allowance for 2022 had remained substantially unchanged, as compared to 2021.

The valuation allowance at December 31, 2024 increased by $ 3.0 million, as compared to 2023, primarily driven by a $ 1.1 million increase related to the expiring Swiss federal tax credit.

The valuation allowance for 2023 had increased by $ 2.8 million, as compared to 2022, primarily driven by the newly recognized Swiss tax credit.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

10 unchanged sentences

As of December 31, 2024, 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.

Material taxes would primarily be attributable to foreign withholding taxes and local income taxes when such earnings are distributed.

The Company will repatriate foreign earnings when there is no need for reinvestment overseas and no material tax cost to bring the earnings back to the United States.

9 unchanged sentences

Lapse of statute ( 21 ) ( 273 ) —

Other — — ( 26 )

Balance, end of year $ 826 $ 812 $ 713

3 unchanged sentences

The Company recognized a minimal expense for the years ended December 31, 2024, 2023, and 2022.

The Company had minimal interest and penalties accrued for the years ended December 31, 2023 and 2022 and 2021.

The Company had minimal interest and penalties accrued for the years ended December 31, 2024, 2023, and 2022.

The Company files Federal income tax returns, as well as multiple state, local and foreign jurisdiction tax returns.

The Company is no longer subject to examinations of its U.S.

consolidated Federal income tax returns by the IRS through fiscal year 2017.

consolidated Federal income tax returns by the Internal Revenue Service (“IRS”) through fiscal year 2018.

All significant state and local matters have been concluded through fiscal year 2018.

6 unchanged sentences

Dollars in thousands, except per share amounts 2024 2023 2022

Basic net income per share:

Net income $ 67,741 $ 180,550 $ 169,075

Basic net (loss) income per share:

Net (loss) income $ ( 6,944 ) $ 67,741 $ 180,550

Weighted average common shares outstanding 77,010 80,089 82,997

Basic net income per common share $ 0.85 $ 2.18 $ 2.00

Diluted net income per share:

Net income $ 67,741 $ 180,550 $ 169,075

Basic net (loss) income per common share $ ( 0.09 ) $ 0.85 $ 2.18

Diluted net (loss) income per share:

Net (loss) income $ ( 6,944 ) $ 67,741 $ 180,550

Weighted average common shares outstanding — Basic 77,010 80,089 82,997

2 unchanged sentences

Weighted average common shares for diluted earnings per share 77,010 80,337 83,516

Diluted net income per common share $ 0.84 $ 2.16 $ 1.98

Common stock of approximately 0.6 million and 0.3 million shares at December 31, 2023, and 2022 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.

Diluted net (loss) income per common share $ ( 0.09 ) $ 0.84 $ 2.16

Common stock of approximately 1.3 million and 0.6 million shares at December 31, 2024, and 2023 that are issuable through exercise of dilutive securities, respectively, were not included in the computation of diluted net income per share because their effect would have been anti-dilutive.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

1 unchanged sentence

Dollars in thousands 2024 2023 2022

Net income $ 67,741 $ 180,550 $ 169,075

Net (loss) income $ ( 6,944 ) $ 67,741 $ 180,550

Foreign currency translation adjustment, net of tax ( 18,904 ) ( 12,103 ) ( 17,807 )

8 unchanged sentences

Amounts reclassified from accumulated other comprehensive income, net 44,996 724 7,781 53,501

( 10,333 ) — 6,202 ( 4,131 )

Net current-period other comprehensive gain (loss) 5,123 1,316 ( 18,904 ) ( 12,465 )

1 unchanged sentence

$ 26,612 $ 4,028 $ ( 58,211 ) $ ( 27,571 )

For the year ended December 31, 2023, the Company reclassified a loss of $ 24.2 million and a gain of $ 20.1 million from accumulated other comprehensive loss to other income, net and interest income, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended December 31, 2024, the Company reclassified gains of $ 32.3 million and $ 21.2 million from accumulated other comprehensive loss to other income, net and interest income, respectively.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The royalty payments that the Company made under these agreements were not significant for any of the periods presented.

The Company is subject to various claims, lawsuits and proceedings in the ordinary course of the Company's business, including claims by current or former employees, distributors and competitors and with respect to its products and product liability claims, lawsuits and proceedings, some of which have been settled by the Company.

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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In the ordinary course of its business, the Company is involved in, from time to time, various legal actions, including any matters described below, involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, some of which have been settled by the Company.

In the opinion of management, such matters 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.

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

If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is recorded.

In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded and actual results may differ from these estimates.

The amounts accrued are based on the full amount of the estimated loss before considering insurance proceeds and do not include an estimate for legal fees expected to be incurred in connection with the loss contingency.

The Company consistently accrues legal fees expected to be incurred in connection with loss contingencies as those fees are incurred by outside counsel as a period cost.

On December 21, 2023, Fortis Advisors, LLC (representative of the securityholders of ACell, Inc.) filed for arbitration against Integra Life Sciences claiming breach of contract related to the earnout consideration from the 2021 acquisition of Acell.

Refer to Note 4, Acquisitions and Divestitures, for additional information on the ACell Contingent Considerations.

On December 21, 2023, Fortis Advisors, LLC (representative of the security holders of ACell, Inc.

(“ACell”)) filed for arbitration against Integra Life Sciences claiming breach of contract related to the earnout consideration from the 2021 acquisition of ACell.

Refer to the contingent consideration section of this footnote for additional information on the ACell contingent considerations.

The Company believes that it has strong defenses to the allegations in the arbitration and intends to defend the matter vigorously.

2 unchanged sentences

23-cv-20321 (D.N.J.), was filed by a purported stockholder of the Company in the United States District Court for the District of New Jersey (the “Pembroke Litigation”) against the Company and certain of the Company’s current and former executive officers.

The Pembroke Litigation, filed on behalf of a putative class of stockholders who purchased or acquired the Company’s common stock between March 11, 2019 and May 22, 2023, inclusive, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, on the basis of purportedly materially false and misleading statements and omissions relating to certain quality systems issues identified by the U.S.

Food and Drug Administration at the Company’s Boston, Massachusetts manufacturing facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment.

The complaint seeks, among other things, compensatory damages, attorneys’ fees, expert fees, and other costs.

The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, as we intend to defend the matter vigorously.

The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, and intends to defend the matter vigorously.

On February 21, 2025, a derivative lawsuit captioned Grabowsky v.

Integra LifeSciences Holding Corp.

3:25-cv-01399 (D.N.J.) was filed in the United States District Court for the District of New Jersey.

The action purports to assert derivative claims on behalf of the Company against its current Board of Directors and certain of its current or former officers and directors.

The action asserts claims that the individual defendants breached their fiduciary duties and harmed the Company by making false and misleading statements and omissions relating to certain quality systems issues identified by the FDA at the Company’s Boston, Massachusetts manufacturing facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment.

On March 17, 2021, a complaint was filed against the Company in the Court of Common Pleas of Philadelphia County in Pennsylvania asserting product liability claims relating to a surgical procedure in which the Company’s CUSA® Clarity allegedly was used.

The plaintiff seeks damages against the Company based upon plaintiff’s claim that the CUSA® Clarity did not function as intended.

The plaintiff also asserts separate claims against the surgeon and the hospital.

In the second half of 2024, a settlement was reached, which has since been paid by the Company’s insurance carriers.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent Consideration

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

The value recorded is based on estimates of future financial projections under various potential scenarios using either a Monte Carlo simulation or the probability-weighted income approach derived from revenue estimates and probability assessment with respect to the likelihood of achieving contingent obligations.

Contingent payments related to acquisitions consist of development, regulatory, and commercial milestone payments, in addition to sales-based payments, and are valued using discounted cash flow techniques that are classified within Level 3 of the fair value hierarchy because they are measured at fair value using significant unobservable inputs, including management’s forecast of future revenues for the acquired businesses as well as management’s estimates of the likelihood of achieving the other specified criteria.

Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions.

The change in the fair value of sales-based payments is based upon future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payment charges.

The Company determined the fair value of contingent consideration during the twelve-month period ended December 31, 2024 and 2023 to reflect the change in fair value during the period.

2 unchanged sentences

Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates, Inc.

(FN 4) Location in Financial Statements

Location in Financial Statements

Balance as of January 1, 2024

$ 15,755 $ 2,557 $ 300 $ 68,700

Payments — — — ( 12,400 )

Change in fair value of contingent consideration liabilities ( 2,787 ) Research and development 129 ( 297 ) ( 2,300 ) Selling, general and administrative

4 unchanged sentences

Total $ 12,968 $ 2,686 $ 3 $ 54,000

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent Consideration Liability Related to Acquisition of:

Arkis Location in Financial Statements Derma Sciences ACell Inc.

(FN 4) Surgical Innovations Associates, Inc.

(FN 4) Location in Financial Statements

Surgical Innovations Associates, Inc.

Location in Financial Statements

Balance as of January 1, 2023

4 unchanged sentences

$ 15,755 $ 2,557 $ 300 $ 68,700

Short-Term $ 2,845 $ — $ — $ —

Long-Term 10,050 230 3,700 57,607 Accrued expenses and other current liabilities

Total $ 12,895 $ 230 $ 3,700 $ 57,607 Other liabilities

Short-Term $ 7,778 $ — $ — $ 13,400 Accrued expenses and other current liabilities

Long-Term 7,977 2,557 300 55,300 Other liabilities

Total $ 15,755 $ 2,557 $ 300 $ 68,700

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Arkis BioSciences Inc.

10 unchanged sentences

The potential maximum undiscounted payment amounts to $ 3.0 million.

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

The 2022 and 2023 milestones were not achieved, leaving only one contingent milestone remaining.

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

Surgical Innovations Associates, Inc.

As part of the acquisition of SIA, the Company is required to pay to the former shareholders 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 application for DuraSorb for certain uses by certain timing targets (up to $ 40.0 million in additional payments).

In the second quarter of 2024, the Company paid out $ 12.4 million related to the 2023 performance year.

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 at the acquisition date.

Other Commitments

In October 2024, the Company entered into a definitive agreement to acquire its manufacturing facility located in Plainsboro, New Jersey currently leased by the Company for $ 10.4 million in cash at closing.

The transaction closed in the first quarter of 2025.

Subsequent Events .

SEGMENT AND GEOGRAPHIC INFORMATION

The Company internally manages two global reportable segments and reports the results of its businesses to its chief operating decision maker.

The Company is organized primarily on the basis of products and operates two global reportable segments.

Resources are allocated and performance is assessed by the Company’s President and Chief Executive Officer, which the Company has determined to be the Chief Operating Decision Maker (“CODM”).

The two reportable segments and their activities are described below.

• The Codman Specialty Surgical segment includes (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the Instruments business, which sells more than 40,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, dental, podiatry, and veterinary offices.

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

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.

• The Codman Specialty Surgical segment operations consist of (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the Instruments business, which sells more than 40,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, dental, podiatry, and veterinary offices;

and (iii) the ENT business, which includes instrumentation, balloon technologies for sinus dilation and eustachian tube dilation, as well as surgical navigation systems.

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

The Tissue Technologies segment includes the Company’s private label business.

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, which are not allocated to the reportable segments.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The operating results of the various reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions, and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the operating segment results.

Net sales and profit by reportable segment for the years ended December 31, 2023, 2022 and 2021 are as follows:

Years Ended December 31,

Dollars in thousands 2023 2022 2021

Segment Net Sales

Codman Specialty Surgical $ 1,058,993 $ 1,019,564 $ 1,025,232

Tissue Technologies 482,580 538,102 517,216

Total revenues $ 1,541,573 $ 1,557,666 $ 1,542,448

Segment Profit

Codman Specialty Surgical $ 450,530 $ 417,873 $ 439,471

Tissue Technologies 134,048 233,802 228,199

Segment profit 584,578 651,675 667,670

Amortization ( 12,376 ) ( 13,882 ) ( 16,914 )

Corporate and other ( 460,676 ) ( 398,873 ) ( 453,526 )

Operating income $ 111,526 $ 238,920 $ 197,230

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

No asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment.

The accounting policies of both segments are the same as those described in Note 2.

Summary of Significant Accounting Policies .

For both segments, the CODM uses segment revenue and segment operating income to assess the performance for each segment and in the annual budgeting and forecasting process.

The CODM considers budget-to-actual variances on a quarterly basis for segment revenue and segment operating income when making decisions about allocating capital and personnel to the segments.

The operating results of the various reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the segments.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The table below presents information about reported segments for the years ended December 31, 2024, 2023, and 2022 are as follows:

Dollars in thousands Codman Specialty Surgical Tissue Technologies Corporate and Other Total

2024 Total revenue, net $ 1,143,636 $ 466,891 $ — $ 1,610,527

Cost of goods sold 384,422 162,535 181,509 728,466

Research and development 30,770 18,140 66,467 115,377

Selling, general and administrative 224,370 147,047 345,566 716,983

Intangible asset amortization — — 21,290 21,290

2024 Total cost and expenses 639,562 327,722 614,832 1,582,116

2024 Operating income (loss) $ 504,074 $ 139,169 $ ( 614,832 ) 28,411

Interest income 20,040

Interest expense ( 70,632 )

Other income, net 3,944

(Loss) before income taxes $ ( 18,237 )

Codman Specialty Surgical Tissue Technologies Corporate and Other Total

2023 Total revenue, net $ 1,058,993 $ 482,580 $ — $ 1,541,573

Cost of goods sold 364,144 164,966 127,728 656,838

Research and development 29,984 24,202 50,006 104,192

Selling, general and administrative 214,335 159,364 282,942 656,641

Intangible asset amortization — — 12,376 12,376

2023 Total cost and expenses 608,463 348,532 473,052 1,430,047

2023 Operating income (loss) $ 450,530 $ 134,048 $ ( 473,052 ) 111,526

Interest income 17,202

Interest expense ( 51,377 )

Other income, net 3,718

Income before income taxes $ 81,069

Codman Specialty Surgical Tissue Technologies Corporate and Other Total

2022 Total revenue, net $ 1,019,564 $ 538,102 $ — $ 1,557,666

Cost of goods sold 345,742 120,937 120,676 587,355

Research and development 35,902 28,936 36,355 101,193

Selling, general and administrative 220,047 154,427 241,842 616,316

Intangible asset amortization — — 13,882 13,882

2022 Total cost and expenses 601,691 304,300 412,755 1,318,746

2022 Operating income (loss) $ 417,873 $ 233,802 $ ( 412,755 ) 238,920

Interest income 11,917

Interest expense ( 49,594 )

Gain on sale of business 644

Other income, net 12,007

Income before income taxes $ 213,894

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Asset information by segment is not reported internally or otherwise regularly reviewed by the Chief Operating Decision Maker.

The Company attributes revenue to geographic areas based on the location of the customer.

Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below:

Dollars in thousands United States (1)

Europe Asia Pacific Rest of the World Consolidated

Total revenue, net and tangible long-lived assets by major geographic area are summarized below:

Dollars in thousands United States Europe Asia Pacific Rest of the World Consolidated

Total revenue, net:

5 unchanged sentences

2023 481,508 51,730 19,842 1,497 554,577

2022 440,223 60,857 12,975 2,721 516,776

FAIR VALUE MEASUREMENTS

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs.

ASC 820 establishes a three-level hierarchy of the inputs (i.e., assumptions that market participants would use in pricing an asset or liability) used to measure fair value, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable inputs in measuring fair value.

The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the entire fair value measurement.

The three levels of the valuation hierarchy are defined as follows:

Inputs to the valuation methodology are quoted prices in active markets for identical assets or liabilities.

Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability;

and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Inputs to the valuation methodology are unobservable inputs that are supported by little or no market activity and are based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company has investments in time deposits that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, as well as certain debt obligations that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

The investments in time deposits are classified as cash and cash equivalents and short-term investments on the consolidated balance sheets which is determined based on maturities at the time of purchase and re-evaluated at each balance sheet date.

The Company also has investments in derivative instruments, which are comprised of interest rate swaps, cross currency swaps, net investment hedges, and forward foreign currency contracts that are classified within Level 2 of the fair value hierarchy because they are valued using analyses obtained from independent third-party valuation specialists based on market observable inputs.

The fair values of these derivative contracts represent the estimated amounts the Company would receive or pay to terminate the contracts.

Refer to Note 6.

Derivative Instruments for further discussion and information on these derivative contracts.

In addition, the Company has contingent consideration liabilities that are classified within Level 3 of the fair value hierarchy because they are measured at fair value using significant unobservable inputs, including management’s forecast of future revenues for the acquired businesses as well as management’s estimates of the likelihood of achieving the other specified criteria.

Refer to Note 15.

Commitments and Contingencies for additional information on these contingent consideration liabilities.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2024, 2023, and 2022 consisted of the following:

Dollars in thousands Fair Value

Measurement 2024 2023 2022

Cash and cash equivalents Level 1 $ 246,375 $ 276,402 $ 456,661

Short-term investments Level 1 27,192 32,694 —

Interest rate swaps Level 2 48,795 43,556 56,712

Pension plan assets Level 2 51,818 45,724 38,053

Foreign currency forward contracts (not designated as hedges) Level 2 1,700 1,200 1,100

Total Assets:

$ 375,880 $ 399,576 $ 552,526

Cross currency rate swaps Level 2 $ 4,367 $ 40,672 $ 7,769

Net investment hedges Level 2 31,113 49,609 5,643

Foreign currency forward contracts Level 2 914 — —

Contingent consideration Level 3 69,657 87,312 74,432

Pension project benefit obligation Level 2 67,262 65,101 50,364

Total Liabilities:

$ 173,313 $ 242,694 $ 138,208

A rollforward of the fair value of the contingent consideration liabilities, as determined by Level 3 unobservable inputs, during the years ended December 31, 2024, December 31, 2023, and December 31, 2022 were as follows:

Dollars in thousands 2024 2023 2022

Balance at beginning of period $ 87,312 $ 74,432 $ 37,129

Change in fair value ( 5,255 ) 12,880 37,303

Payments ( 12,400 ) — —

Balance at end of period $ 69,657 $ 87,312 $ 74,432

There were no transfers into or out of Level 3 during the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company remeasures the fair value of certain assets and liabilities, including property, plant and equipment;

operating lease - right of use assets;

and goodwill and other intangible assets, upon the occurrence of certain events.

The amounts recognized were recorded to remeasure the carrying amount of assets to the assets’ fair values, which were generally estimated, based upon a market participant’s perspective, using Level 3 measurements, including values estimated using the income approach.

Other than the fair value estimates disclosed in Note 4.

Acquisitions and Divestitures , Note 7.

Goodwill and Other Intangibles , and Note 11.

Lease and Related Party Leases , there were no non-recurring fair value measurements during the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

SUBSEQUENT EVENTS

On January 15, 2025, the Company completed the purchase of its manufacturing facility located in Plainsboro, New Jersey.

The Company made a cash payment of $ 10.4 million upon closing.

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