4 unchanged sentences
(Dollars in thousands, except per share amounts)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
7 unchanged sentences
Total costs and expenses 390,301 388,984 1,716,730 1,175,097
−Removed: Operating (loss) income ( 512,674 ) ( 3,029 ) ( 528,171 ) 935
+Added: Operating income (loss) 11,761 ( 8,150 ) ( 516,410 ) ( 7,216 )
Interest income 4,982 5,049 14,112 15,147
14 unchanged sentences
(Dollars in thousands, except per share amounts)
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Current assets:
38 unchanged sentences
240,000 authorized shares;
−Removed: 92,337 and 91,610 issued at June 30, 2025 and December 31, 2024, respectively
+Added: 92,251 and 91,610 issued at September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital 1,333,506 1,323,431
Treasury stock, at cost;
−Removed: 14,416 shares and 14,445 shares at June 30, 2025 and December 31, 2024, respectively
+Added: 14,416 shares and 14,445 shares at September 30, 2025 and December 31, 2024, respectively
( 690,025 ) ( 691,411 )
7 unchanged sentences
(Dollars in thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
OPERATING ACTIVITIES:
17 unchanged sentences
Other non-current liabilities 4,304 1,336
−Removed: Net cash (used in) provided by operating activities ( 2,338 ) 56,157
+Added: Net cash provided by operating activities 38,568 78,642
INVESTING ACTIVITIES:
2 unchanged sentences
Purchases of short-term investments ( 8,502 ) ( 48,997 )
+Added: Proceeds from maturities of short-term investments — 19,250
+Added: Net payments from swaps designated as net investment hedges ( 432 ) —
Net cash used in investing activities ( 73,156 ) ( 386,559 )
2 unchanged sentences
Payments on debt ( 69,819 ) ( 147,188 )
+Added: Repayments of convertible debt ( 574,983 ) —
Payment of debt issuance costs ( 3,930 ) —
5 unchanged sentences
Effect of exchange rate changes on cash and cash equivalents 16,406 1,659
−Removed: Net decrease increase in cash and cash equivalents ( 28,461 ) ( 61,166 )
+Added: Net decrease in cash and cash equivalents ( 14,189 ) ( 61,245 )
Cash and cash equivalents at beginning of period 246,375 276,402
4 unchanged sentences
(Dollars in thousands)
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity
11 unchanged sentences
Share-based compensation
+Added: — — — — 5,341 — — 5,341
Other Adjustments — $ — — — 279 $ — $ — 279
Balance, June 30, 2025 92,337 $ 923 ( 14,416 ) $ ( 690,034 ) $ 1,328,130 $ ( 30,907 ) $ 430,549 $ 1,038,661
−Removed: Six Months Ended June 30, 2024
+Added: Net loss — — — — — — ( 5,404 ) ( 5,404 )
+Added: Other comprehensive loss, net of tax — — — — — ( 1,068 ) — ( 1,068 )
+Added: Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 86 ) — — 9 ( 207 ) — — ( 198 )
+Added: Share-based compensation — — — — 5,583 — — 5,583
+Added: Balance, September 30, 2025 92,251 $ 923 ( 14,416 ) $ ( 690,025 ) $ 1,333,506 $ ( 31,975 ) $ 425,145 $ 1,037,574
+Added: Nine Months Ended September 30, 2024
Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity
11 unchanged sentences
Share-based compensation
+Added: — — — — 7,305 — — 7,305
Accelerated shares repurchased — — ( 1,273 ) ( 34,351 ) ( 16,149 ) — — ( 50,500 )
Balance, June 30, 2024 91,591 916 ( 14,008 ) ( 680,753 ) 1,301,582 ( 18,726 ) 931,176 1,534,195
+Added: Net income — — — — — — ( 10,695 ) ( 10,695 )
+Added: Other comprehensive income, net of tax — — — — — ( 6,128 ) — ( 6,128 )
+Added: Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 3 ) — — 10 ( 181 ) — — ( 171 )
+Added: Share-based compensation — — — — 4,386 — — 4,386
+Added: Accelerated shares repurchased — — ( 446 ) ( 11,067 ) 11,067 — — —
+Added: Balance, September 30, 2024 91,588 916 ( 14,454 ) ( 691,810 ) 1,316,854 ( 24,854 ) 920,481 1,521,587
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
3 unchanged sentences
The terms “we,” “our,” “us,” “Company” and “Integra” refer to Integra LifeSciences Holdings Corporation, a Delaware corporation, and its subsidiaries unless the context suggests otherwise.
−Removed: In the opinion of management, the June 30, 2025 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, statement of changes in shareholders’ equity, results of operations and cash flows of the Company for the periods presented.
+Added: In the opinion of management, the September 30, 2025 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, statement of changes in shareholders’ equity, results of operations and cash flows of the Company for the periods presented.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
1 unchanged sentence
The consolidated balance sheet as of December 31, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP.
−Removed: Operating results for the three and six-month period ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire year.
+Added: Operating results for the three and nine-month period ended September 30, 2025 are not necessarily indicative of the results to be expected for the entire year.
The preparation of consolidated financial statements is in conformity with 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.
3 unchanged sentences
Recent Accounting Pronouncements
−Removed: In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
2 unchanged sentences
Retrospective application to all prior periods presented in the financial statements is permitted.
−Removed: The Company will adopt ASU 2023-09 for the annual period ending on December 31, 2025.
+Added: The Company will adopt ASU 2023-09 for the annual period ending on December 31, 2025 on a prospective basis.
The Company is currently evaluating the impact that the adoption of this guidance will have on its disclosures.
6 unchanged sentences
The requirements should be applied on a prospective basis while retrospective application is permitted.
−Removed: The Company is currently evaluating the impact that the adoption of this guidance will have on the Company's disclosures.
−Removed: There are no other recently issued accounting pronouncements that are expected to have any significant effect on the Company’s financial position, results of operations or cash flows.
−Removed: Cash and cash equivalents
−Removed: The Company had cash and cash equivalents, primarily consisting of cash on-hand, as well as time deposits with original maturities of three months or less and money market funds, which are highly liquid and readily convertible to cash, totaling approximately $ 217.9 million and $ 246.4 million at June 30, 2025 and December 31, 2024, respectively.
+Added: The Company is currently evaluating the impact that the adoption of this guidance will have on its disclosures.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur:
+Added: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.
+Added: This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted as of the beginning of a fiscal year.
+Added: The amendments may be applied prospectively, retrospectively, or via a modified prospective transition method.
+Added: The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
+Added: There are no other recently issued accounting pronouncements that are expected to have any significant effect on the Company’s financial position, results of operations, or cash flows.
+Added: Cash and cash equivalents
+Added: The Company had cash and cash equivalents, primarily consisting of cash on-hand, as well as time deposits with original maturities of three months or less and money market funds, which are highly liquid and readily convertible to cash, totaling approximately $ 232.2 million and $ 246.4 million at September 30, 2025 and December 31, 2024, respectively.
Short-term investments
−Removed: The Company had short term investments, primarily consisting of time deposits with original maturities between three months and one year, totaling approximately $ 35.7 million and $ 27.2 million at June 30, 2025 and December 31, 2024, respectively.
+Added: The Company had short-term investments, primarily consisting of time deposits with original maturities between three months and one year, totaling approximately $ 35.7 million and $ 27.2 million at September 30, 2025 and December 31, 2024, respectively.
The short-term investments are valued based on Level 1 measurements in the fair value hierarchy.
−Removed: The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
−Removed: Management evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the issuance of the accompanying unaudited condensed consolidated financial statements.
−Removed: Our global operations are subject to risks associated with international trade policies, and we continue to closely monitor developments in trade relations and policy, including proposed and enacted tariffs.
−Removed: Recent tariff changes imposed by the U.S.
−Removed: and the reciprocal measures enacted by China will have a significant adverse impact on the Company’s future costs of revenue, which will impact its results of operations.
−Removed: The Company anticipates that some of its suppliers will incur incremental tariff-related costs, which may be passed on to the Company.
−Removed: The extent and duration of the tariffs and the resulting impact on general economic conditions and on the business are uncertain and are expected to be impacted by various factors, such as negotiations between the U.S.
−Removed: and affected countries, the responses of other countries or regions, exemptions or exclusions that already exist or may be granted, availability and cost of alternative sources of the products and materials, and the Company’s ability to offset the effects of any tariffs that might be imposed.
−Removed: Compliance with the financial covenants contained in the Seventh Amended and Restated Credit Agreement (the “Senior Credit Facility”) (as discussed in Note 6.
−Removed: Debt ) is measured quarterly and failure to meet the covenant requirements would constitute an event of default under the Senior Credit Facility.
−Removed: In response to the risks and uncertainties surrounding the Company’s future results of operations due to tariffs, the Company has taken actions to maintain compliance with its financial covenants by reducing expenses and entering into an amendment to the Senior Credit Facility in June 2025 (the “June 2025 Amendment”) to modify its financial covenants from the date of the amendment through the fiscal quarter ending December 31, 2026.
−Removed: As of June 30, 2025, the Company was in compliance with the financial covenants in the Senior Credit Facility and expects to remain in compliance over the next twelve months.
Employee termination benefits
7 unchanged sentences
Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met.
−Removed: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: The Company incurred employee termination costs on restructuring activities in the consolidated statement of operations for the six months ended June 30, 2025 and 2024.
−Removed: The following table summarizes the activity in the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the six months ended June 30, 2025 and 2024.
−Removed: Six Months Ended June 30,
+Added: The Company incurred employee termination costs on restructuring activities in the consolidated statement of operations for the nine months ended September 30, 2025 and 2024.
+Added: The following table summarizes the activity in the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the nine months ended September 30, 2025 and 2024.
+Added: Nine Months Ended September 30,
(Dollars in thousands) 2025 2024
5 unchanged sentences
Balance, end of the period $ 4,332 $ 422
+Added: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
ACQUISITIONS AND DIVESTITURES
1 unchanged sentence
On October 2, 2024, the Company completed the acquisition of the product rights for Durepair Regeneration Matrix (“Durepair”), a non-synthetic dura substitute for repair of the dura mater during neurosurgical procedures, from Medtronic plc for total consideration of $ 45.0 million.
−Removed: 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.
−Removed: 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 June 30, 2025.
+Added: The Company made cash payments of $ 10.0 million upon the closing of the acquisition in October 2024, $ 15.0 million on the first anniversary of the acquisition in October 2025, and will make an additional cash payment of $ 20.0 million upon the second anniversary of the acquisition in October 2026.
+Added: The additional cash payments in October 2025 and October 2026 are included at present value in accrued expenses and other current liabilities and other liabilities, respectively, as of September 30, 2025.
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 FASB Topic 805, Business Combinations (“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.
3 unchanged sentences
In the second half of 2024, the Company finalized and settled the working capital adjustment in the amount of $ 4.2 million, which resulted in a reduction to goodwill and 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.
−Removed: 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.
+Added: The addition of Acclarent’s ENT product portfolio, including sinus balloon dilation, eustachian tube balloon dilation, and surgical navigation systems technologies, and dedicated salesforce enhanced 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.
76 unchanged sentences
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: The following table summarizes the changes in the contract asset and liability balances for the six months ended June 30, 2025:
+Added: The following table summarizes the changes in the contract asset and liability balances for the nine months ended September 30, 2025:
Dollars in thousands Total
3 unchanged sentences
Contract asset, net of transferred to trade receivables on contracts during the period $ 4,928
−Removed: Contract asset, June 30, 2025
+Added: Contract asset, September 30, 2025
Contract Liability
3 unchanged sentences
Foreign currency translation $ 123
−Removed: Contract liability, June 30, 2025
−Removed: At June 30, 2025, the short-term portion of the contract liability of $ 11.1 million and the long-term portion of $ 11.0 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheet.
−Removed: As of June 30, 2025, the Company is expected to recognize revenue of approximately 50 % of unsatisfied or partially unsatisfied performance obligations as revenue within 12 months, with the remaining balance to be recognized thereafter.
+Added: Contract liability, September 30, 2025
+Added: As of September 30, 2025, the short-term portion of the contract liability of $ 11.3 million, representing 51 % of unsatisfied or partially unsatisfied performance obligations, is expected to be recognized as revenue within 12 months and is included in current liabilities in the consolidated balance sheet.
+Added: The long-term portion of $ 11.0 million, representing the remaining balance to be recognized thereafter, is included in other liabilities in the consolidated balance sheet.
Shipping and Handling Fees
13 unchanged sentences
Disaggregated Revenue
−Removed: The following table presents revenues disaggregated by the major sources of revenues for the three and six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
−Removed: Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024
+Added: The following table presents revenues disaggregated by the major sources of revenues for the three and nine months ended September 30, 2025 and 2024 (dollar amounts in thousands):
+Added: Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Neurosurgery $ 201,563 $ 175,956 $ 601,466 $ 583,726
8 unchanged sentences
Inventories, net consisted of the following:
−Removed: Dollars in thousands June 30, 2025 December 31, 2024
+Added: Dollars in thousands September 30, 2025 December 31, 2024
Finished goods $ 258,774 $ 223,729
3 unchanged sentences
GOODWILL AND OTHER INTANGIBLE ASSETS
−Removed: Changes in the carrying amount of goodwill for the six-month period ended June 30, 2025 were as follows:
+Added: Changes in the carrying amount of goodwill for the nine-month period ended September 30, 2025 were as follows:
Dollars in thousands Codman Specialty
3 unchanged sentences
Foreign currency translation 16,567 13,045 29,612
−Removed: Goodwill at June 30, 2025
+Added: Goodwill at September 30, 2025
$ 344,191 $ 271,008 $ 615,199
17 unchanged sentences
During the second quarter of 2025, the Company performed a quantitative assessment of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units in accordance with ASC 350 due to the decrease in the price per share of the Company’s common stock related to a number of factors including recent tariff changes that have created broad economic uncertainty and the impact of quality, operational, and supply issues.
−Removed: The Company recognized an aggregate charge of $ 511.4 million in goodwill impairment expense in the consolidated statement of operations.
+Added: The Company recognized an aggregate charge of $ 511.4 million in goodwill impairment expense in the consolidated statement of operations in the second quarter of 2025.
The quantitative test for the Tissue Technologies reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 13.5 % in the income approach.
4 unchanged sentences
The Company determined, after performing the quantitative analysis, that the fair value of the Instruments and ENT reporting unit was less than its carrying amount and recognized an impairment of $ 139.1 million.
+Added: In the third quarter of 2025, the Company performed its annual test of its reporting units for impairment and completed a qualitative evaluation of its Tissue Technologies and Neurosurgery reporting units.
+Added: The Instruments and ENT reporting unit had been deemed fully-impaired during the second quarter of 2025 and was excluded from this evaluation.
+Added: After performing the qualitative analysis, the Company concluded that it was more likely than not that the fair values of the Tissue Technologies and Neurosurgery reporting units were greater than their carrying amounts.
+Added: Therefore, it was not necessary to perform a quantitative impairment test.
The Company did not recognize any goodwill impairment charges during 2024.
1 unchanged sentence
The components of the Company’s identifiable intangible assets were as follows:
−Removed: June 30, 2025
+Added: September 30, 2025
Dollars in thousands Weighted
23 unchanged sentences
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.
−Removed: 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.
+Added: 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 an indefinite lived intangible asset below its carrying amount.
The Company tests for impairment by either performing a qualitative evaluation or a quantitative test.
5 unchanged sentences
Based on the results of the quantitative test, the Company recorded no impairment to the Codman tradename intangible asset.
+Added: In the third quarter of 2025, the Company performed its annual test of its intangible assets with indefinite lives for impairment and completed a qualitative evaluation of its Codman tradename intangible asset.
+Added: After performing the qualitative analysis, the Company concluded that it was more likely than not that the fair value of the Codman tradename intangible asset was greater than its carrying amount.
+Added: Therefore, it was not necessary to perform a quantitative impairment test.
The Company did not recognize any impairment charges on its intangible assets with indefinite lives during 2024.
2 unchanged sentences
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.
−Removed: Total amortization of intangible assets for the three and six months ended June 30, 2025 was $ 26.8 million and $ 53.3 million, respectively.
+Added: Total amortization of intangible assets for the three and nine months ended September 30, 2025 was $ 26.9 million and $ 80.1 million, respectively.
Of this amount, $ 23.1 million and $ 69.0 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold.
−Removed: Total amortization of intangible assets for the three and six months ended June 30, 2024 was $ 25.4 million and $ 53.1 million, respectively.
+Added: Total amortization of intangible assets for the three and nine months ended September 30, 2024 was $ 25.6 million and $ 78.7 million, respectively.
Of this amount, $ 21.8 million and $ 61.1 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold.
1 unchanged sentence
Based on quarter-end exchange rates, amortization expense (including amounts reported in cost of goods sold) is expected to be approximately $ 26.9 million for the remainder of 2025, $ 107.6 million in 2026, $ 106.5 million in 2027, $ 103.0 million in 2028, $ 97.7 million in 2029, $ 91.6 million in 2030 and $ 447.6 million thereafter.
−Removed: 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.
+Added: 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 Company's manufacturing facility located in Boston, Massachusetts (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.
2 unchanged sentences
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.
−Removed: The carrying values of SurgiMend and PriMatrix are $ 29.2 million and $ 22.2 million, respectively, as of June 30, 2025.
−Removed: Potential Impact of Risks and Uncertainties on Management’s Estimates
−Removed: The recent tariff changes imposed by the U.S.
−Removed: and other countries have created increased risks and uncertainties surrounding the Company’s future results of operations.
−Removed: President Trump has announced reciprocal tariffs on many countries with additional tariffs on the pharmaceutical industry to be announced in the near future.
−Removed: Certain countries, such as China, have responded with retaliatory tariffs.
−Removed: The assumptions used by the Company in its quantitative tests of goodwill and intangible assets are inherently subject to uncertainty and slight changes in these assumptions, including the extent and duration of any subsequent
+Added: The carrying values of SurgiMend and PriMatrix are $ 27.4 million and $ 21.1 million, respectively, as of September 30, 2025.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: changes in U.S.
+Added: Potential Impact of Risks and Uncertainties on Management’s Estimates
+Added: The rapidly evolving tariff changes imposed by the U.S.
+Added: and other countries since early 2025 have created increased risks and uncertainties surrounding the Company’s future results of operations.
+Added: In 2025 President Trump has announced reciprocal tariffs on many countries and certain countries, such as China, have responded with retaliatory tariffs.
+Added: In September 2025, the U.S.
+Added: Department of Commerce initiated national security investigations into medical equipment, devices, and robotics.
+Added: The tariff environment has continued to shift throughout the 2025 calendar year, with new measures being proposed, paused, implemented, and countered, contributing to broader trade policy uncertainty.
+Added: The assumptions used by the Company in its quantitative tests of goodwill and intangible assets are inherently subject to uncertainty and slight changes in these assumptions, including the extent and duration of any subsequent changes in U.S.
import tariffs and reciprocal measures by China and the resulting impact on general economic conditions and on the Company’s business, could have a significant impact on the concluded values.
Amendment to the Seventh Amended and Restated Credit Agreement
−Removed: On June 6, 2025, the Company entered into the June 2025 Amendment of the Senior Credit Facility with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent.
−Removed: The June 2025 Amendment does not increase the Company’s total indebtedness or extend the maturity date of the Senior Credit Facility.
−Removed: Under the terms of the June 2025 Amendment, 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 Senior Credit Facility) less cash that is not subject to any restriction on the use or investment thereof to (b) Consolidated EBITDA (as defined by the Senior Credit Facility)) for the period of four consecutive fiscal quarters ending on such date was modified to the following:
+Added: On June 6, 2025, in response to the risks and uncertainties surrounding the Company’s future results of operations due to tariffs, the Company entered into the June 2025 Amendment of the Senior Credit Facility with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent.
+Added: The June 2025 Amendment did not increase the Company’s total indebtedness or extend the maturity date of the Senior Credit Facility.
+Added: Under the terms of the June 2025 Amendment, 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 Senior Credit Facility) less cash that is not subject to any restriction on the use or investment thereof to (b) Consolidated EBITDA (as defined in the Senior Credit Facility)) for the period of four consecutive fiscal quarters ending on such date was modified to the following:
Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio
6 unchanged sentences
(ii) temporarily limits, during the Covenant Relief Period, the Company’s ability to make certain investments;
−Removed: (iii) temporarily restricts, during the Covenant Relief Period, the Company’s ability to incur incremental indebtedness under the Credit Agreement, create certain liens, make certain restricted payments and incur or guarantee indebtedness of excluded subsidiaries;
−Removed: and (iv) temporarily prohibits, during the Covenant Relief Period, the Company from selling, transferring or exclusively licensing material intellectual property to a subsidiary of the Company that is not a loan party under the Credit Agreement or designating any subsidiary that owns or exclusively licenses any material intellectual property as an excluded subsidiary under the Credit Agreement.
+Added: (iii) temporarily restricts, during the Covenant Relief Period, the Company’s ability to incur incremental indebtedness under the Senior Credit Facility, create certain liens, make certain restricted payments and incur or guarantee indebtedness of excluded subsidiaries;
+Added: and (iv) temporarily prohibits, during the Covenant Relief Period, the Company from selling, transferring or exclusively licensing material intellectual property to a subsidiary of the Company that is not a loan party under the Senior Credit Facility or designating any subsidiary that owns or exclusively licenses any material intellectual property as an excluded subsidiary under the Senior Credit Facility.
Borrowings under the Senior Credit Facility bear interest under the applicable rate schedule, at the Company’s option, at a rate equal to the following:
4 unchanged sentences
the one-month Term SOFR plus 1.00 %.
+Added: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The applicable rates are based on the Company’s Consolidated Total Leverage Ratio for the period of four consecutive fiscal quarters ending on such date.
6 unchanged sentences
The terms of the Senior Credit Facility limit the amount of dividends the Company may pay.
−Removed: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S.
subsidiaries, excluding intangible assets.
−Removed: The Senior Credit Facility is subject to various financial and negative covenants and, at June 30, 2025, the Company was in compliance with all such covenants.
−Removed: The Company capitalized $ 7.6 million in 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 first quarter of 2023.
−Removed: At June 30, 2025 and December 31, 2024, there wa s $ 415.0 million and $ 365.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.
−Removed: At June 30, 2025 and December 31, 2024, there was $ 745.9 million and $ 760.5 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 6.3 % and 6.0 %, respectively.
−Removed: As of June 30, 2025 and December 31, 2024 there was $ 38.8 million and $ 33.9 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the condensed consolidated balance sheet.
−Removed: The fair value of the term loan component and revolving credit facility component of the Senior Credit Facility at June 30, 2025 was $ 740.2 million, and $ 411.5 million, respectively.
+Added: The Senior Credit Facility is subject to various financial and negative covenants and, at September 30, 2025, the Company was in compliance with all such covenants.
+Added: At September 30, 2025 and December 31, 2024, there wa s $ 1.0 billion and $ 365.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.
+Added: At September 30, 2025 and December 31, 2024, there was $ 736.3 million and $ 760.5 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 6.4 % and 6.0 %, respectively.
+Added: As of September 30, 2025 and December 31, 2024 there was $ 38.8 million and $ 33.9 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the condensed consolidated balance sheet.
+Added: The fair value of the term loan component and revolving credit facility component of the Senior Credit Facility at September 30, 2025 was $ 734.0 million, and $ 1,011.6 million, respectively.
The fair value was determined by using a discounted cash flow model based on current market interest rates available to the Company.
1 unchanged sentence
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.
−Removed: Letters of credit outstanding as of June 30, 2025 and December 31, 2024 to taled $ 1.7 million.
−Removed: There were no amounts drawn under the letters of credit outstanding as of June 30, 2025.
+Added: As of September 30, 2025 and December 31, 2024, letters of credit outstanding to taled $ 3.0 million and $ 1.7 million, respectively.
+Added: There were no amounts drawn under the letters of credit outstanding as of September 30, 2025.
Contractual repayments of the term loan component of the Senior Credit Facility are due as follows:
−Removed: As of June 30, 2025 Principal Repayment
+Added: As of September 30, 2025
+Added: Principal Repayment
Dollars in thousands
4 unchanged sentences
Any outstanding borrowings on the revolving credit facility component of the Senior Credit Facility are due on March 24, 2028.
−Removed: Convertible Senior Notes
−Removed: 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.
−Removed: 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.
−Removed: In connection with this offering, the Company capitalized $ 13.2 million of financing fees.
−Removed: 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).
−Removed: The 2025 Notes convert only in the following circumstances:
−Removed: (1) if the closing price of the Company’s common stock has been at least 130 % of the conversion price during the period;
−Removed: (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;
−Removed: (3) if the Company calls the notes for optional redemption as described in the Original Indenture;
−Removed: or (4) if specified corporate transactions occur.
−Removed: As of June 30, 2025, 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.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: 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 .
−Removed: 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).
−Removed: 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.
+Added: Convertible Senior Notes
+Added: The Company’s 0.5 % Convertible Senior Notes due 2025 (the “2025 Notes”) issued in February 2020 pursuant to an indenture, dated as of February 7, 2020 (the “Original Indenture”), between the Company and Citibank, N.A., as trustee, matured on August 15, 2025.
+Added: The 2025 Notes were settled upon maturity for $ 575.0 million in cash, excluding accrued interest, funded by borrowings on the revolving credit facility component of the Senior Credit Facility.
+Added: No shares were issued to settle the 2025 Notes.
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.
−Removed: At June 30, 2025 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million .
−Removed: The fair value of the 2025 Notes at June 30, 2025 was $ 569.4 million .
−Removed: Factors that the Company considered when estimating the fair value of the 2025 Notes included recent quoted market prices or dealer quotes.
−Removed: The 2025 Notes are valued based on Level 1 measurements in the fair value hierarchy.
−Removed: Level 1 inputs represent quoted prices in active markets for identical assets or liabilities.
+Added: The call transactions entered into with the hedge participants expired in August 2025 and the warrant transactions entered into with the hedge participants expire ratably over the period from November 2025 through February 2026.
Securitization Facility
5 unchanged sentences
An occurrence of an event of default or a termination event under this Securitization Agreement may give rise to the right of its counterparty to terminate this facility.
−Removed: As of June 30, 2025, the Company was in compliance with the covenants and none of the termination events had occurred.
+Added: As of September 30, 2025, the Company was in compliance with the covenants and none of the termination events had occurred.
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.
3 unchanged sentences
The December 2023 Amendment and April 2023 Amendment did not increase the Company’s total indebtedness.
−Removed: At June 30, 2025 and December 31, 2024, the Company had $ 108.8 million and $ 108.1 million, respectively, of outstanding borrowings under its Securitization Facility with an interest rate of 5.4 % applicable to both periods.
−Removed: The fair value of the outstanding borrowing of the Securitization Facility at June 30, 2025 was $ 106.7 million.
+Added: At September 30, 2025 and December 31, 2024, the Company had $ 83.5 million and $ 108.1 million, respectively, of outstanding borrowings under its Securitization Facility with an interest rate of 5.2 % and 5.4 %, respectively.
+Added: The fair value of the outstanding borrowing of the Securitization Facility at September 30, 2025 was $ 82.0 million.
These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company.
2 unchanged sentences
Debt Issuance Costs
−Removed: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Debt issuance costs associated with the Senior Credit Facility (other than the revolving credit facility component) and the 2025 Notes are presented as a reduction to the carrying value of the related debt.
Debt issuance costs associated with the revolving credit facility component of the Senior Credit Facility are capitalized within other long-term assets on the consolidated balance sheet.
+Added: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Estimated Fair Value of Debt Measurements
−Removed: The carrying amounts and the estimated fair values of debt as of June 30, 2025 and December 31, 2024 are as follows:
−Removed: June 30, 2025 December 31, 2024
+Added: The carrying amounts and the estimated fair values of debt as of September 30, 2025 and December 31, 2024 are as follows:
+Added: September 30, 2025 December 31, 2024
Fair Value Measurement Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
14 unchanged sentences
Additionally, 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.
−Removed: The Company held the following interest rate swaps as of June 30, 2025 and December 31, 2024 (dollar amounts in thousands):
−Removed: June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024
+Added: The Company held the following interest rate swaps as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
+Added: September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value
11 unchanged sentences
(1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time
+Added: 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”).
+Added: For the three and nine months ended September 30, 2025, the Company recorded a gain of $ 1.3 million and a loss of $( 9.6 ) million, respectively, in AOCI related to the change in fair value of the interest rate swaps.
+Added: For the three and nine months ended September 30, 2024, the Company recorded a loss of $( 17.1 ) million and a gain of $ 2.7 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: 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”).
−Removed: For the three and six months ended June 30, 2025, the Company recorded losses of $( 3.4 ) million and $( 10.9 ) million, respectively, in AOCI related to the change in fair value of the interest rate swaps.
−Removed: For the three and six months ended June 30, 2024, the Company recorded gains of $ 5.1 million and $ 19.8 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.
−Removed: For the three and six months ended June 30, 2025, the Company recorded gains of $ 1.4 million and of $ 2.9 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.
−Removed: For the three and six months ended June 30, 2024, the Company recorded gains of $ 5.0 million and $ 10.3 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.
−Removed: The estimated gain that is expected to be reclassified to interest income from AOCI as of June 30, 2025 within the next twelve months is $ 17.3 million.
+Added: For the three and nine months ended September 30, 2025, the Company recorded gains of $ 4.6 million and $ 7.5 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.
+Added: For the three and nine months ended September 30, 2024, the Company recorded gains of $ 4.1 million and $ 14.4 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.
+Added: The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2025 within the next twelve months is $ 16.9 million.
The Company has designated these derivative instruments as cash flow hedges.
24 unchanged sentences
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: The Company held the following cross-currency rate swaps as of June 30, 2025 and December 31, 2024 (dollar amounts in thousands):
−Removed: June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024
+Added: The Company held the following cross-currency rate swaps as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
+Added: September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value
6 unchanged sentences
The cross-currency swaps designated as cash flow hedges 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.
−Removed: For the three and six months ended June 30, 2025, the Company recorded losses of $( 39.5 ) million and $( 49.5 ) million, respectively, in AOCI related to change in fair value of the cross-currency swaps.
−Removed: For the three and six months ended June 30, 2024, the Company recorded gains of $ 0.6 million and $ 30.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.
−Removed: For the three and six months ended June 30, 2025, the Company recorded losses of $( 40.6 ) million and $( 49.8 ) million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.
−Removed: For the three and six months ended June 30, 2024, the Company recorded gains of $ 1.5 million and $ 28.6 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.
−Removed: For the three and six months ended June 30, 2025, the Company recorded gains of $ 2.3 million and $ 3.5 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
−Removed: For the three and six months ended June 30, 2024, the Company recorded gains of $ 1.3 million and $ 2.6 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
−Removed: The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of June 30, 2025 within the next twelve months is $ 5.2 million.
−Removed: As of June 30, 2025, the Company does not expect any gains or losses will be reclassified into earnings because the original forecasted transactions will not occur.
+Added: For the three and nine months ended September 30, 2025, the Company recorded a gain of $ 9.0 million and a loss of $( 40.5 ) million, respectively, in AOCI related to change in fair value of the cross-currency swaps.
+Added: For the three and nine months ended September 30, 2024, the Company recorded a loss of $( 16.6 ) million and a gain of $ 13.5 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.
+Added: For the three and nine months ended September 30, 2025, the Company recorded a gain of $ 2.8 million and a loss of $( 47.1 ) million, respectively, in other income, net related to the change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.
+Added: For the three and nine months ended September 30, 2024, the Company recorded a loss of $( 23.2 ) million and a gain of $ 5.4 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.
+Added: For the three and nine months ended September 30, 2025, the Company recorded gains of $ 2.3 million and $ 5.7 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
+Added: For the three and nine months ended September 30, 2024, the Company recorded gains of $ 1.1 million and $ 3.7 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
+Added: The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of September 30, 2025 within the next twelve months is $ 5.2 million.
Net Investment Hedges
4 unchanged sentences
The new cross-currency swap agreement was designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries.
−Removed: On July 25, 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 59.7 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.
+Added: On July 25, 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 59.7 million, equivalent to $ 75.0 million, where the Company agreed with third-parties to sell CHF in exchange for U.S.
+Added: dollars at a specified rate at the maturity of the contract.
+Added: The new cross-currency swap agreement was designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: The Company held the following cross-currency rate swaps designated as net investment hedges as of June 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
−Removed: June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024
+Added: The Company held the following cross-currency rate swaps designated as net investment hedges as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
+Added: September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024
Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value
10 unchanged sentences
Receive U.S.$ 3.24 % $ 75,000 —
+Added: Pay CHF July 25, 2025 December 15, 2032 — % CHF 59,693 — ( 2,478 ) —
+Added: Receive U.S.$ 2.66 % $ 75,000 —
Total $ ( 94,174 ) $ ( 31,113 )
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.
−Removed: For the three and six months ended June 30, 2025, the Company recorded losses of $( 55.9 ) million and $( 59.3 ) million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.
−Removed: For the three and six months ended June 30, 2024, the Company recorded a loss of $( 4.2 ) million and a gain of $ 20.7 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.
−Removed: For the three and six months ended June 30, 2025, the Company recorded gains of $ 3.1 million and $ 5.7 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
−Removed: For the three and six months ended June 30, 2024, the Company recorded gains of $ 2.5 million and $ 4.7 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
−Removed: The estimated gain that is expected to be reclassified to interest income from AOCI as of June 30, 2025 within the next twelve months is $ 9.6 million.
+Added: For the three and nine months ended September 30, 2025, the Company recorded a gain of $ 5.0 million and a loss of $( 54.4 ) million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.
+Added: For the three and nine months ended September 30, 2024, the Company recorded losses of $( 21.1 ) million and $( 0.4 ) million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.
+Added: For the three and nine months ended September 30, 2025, the Company recorded gains of $ 3.4 million and $ 9.1 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
+Added: For the three and nine months ended September 30, 2024, the Company recorded gains of $ 2.7 million and $ 7.4 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
+Added: The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2025 within the next twelve months is $ 11.4 million.
Foreign Currency Forward Contracts
The Company has entered into forward contracts designated as cash flow hedges for forecasted purchases in foreign currencies, primarily CHF denominated intercompany purchases.
−Removed: To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in accumulated comprehensive loss.
+Added: To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are included in accumulated other comprehensive loss.
These changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs.
These contracts typically settle at various dates within twelve months of execution.
−Removed: As of June 30, 2025 the notional amount of foreign currency forward contracts was CHF 14.4 million.
−Removed: For the three and six months ended June 30, 2025, the Company recorded gains of $ 1.7 million and $ 2.1 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.
−Removed: For the three and six months ended June 30, 2024, the Company recorded an immaterial loss and a loss of $( 0.6 ) million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.
−Removed: For the three and six months ended June 30, 2025, the Company recorded losses of $( 0.5 ) million and $( 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.
−Removed: For the three and six months ended June 30, 2024, the Company recorded losses of $( 0.1 ) million and $( 0.2 ) 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.
+Added: As of September 30, 2025 the notional amount of foreign currency forward contracts was CHF 12.3 million.
+Added: For the three and nine months ended September 30, 2025, the Company recorded a loss of $( 0.2 ) million and a gain of $ 1.9 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.
+Added: For the three and nine months ended September 30, 2024, the Company recorded a gain of $ 0.5 million and a loss of $( 0.2 ) million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: On July 30, 2025, the Company entered into forward currency forwards with a notional amount of CHF 6.0 million to mitigate the exchange rate risk of Swiss franc denominated intercompany purchases.
−Removed: These contracts settle at various dates within twelve months of execution.
+Added: For the three and nine months ended September 30, 2025, the Company recorded an immaterial loss and a loss 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.
+Added: For the three and nine months ended September 30, 2024, the Company recorded losses of $( 0.1 ) million and $( 0.3 ) 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
3 unchanged sentences
Fair Value of Derivative Instruments
−Removed: The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of the derivative instruments.
+Added: The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for the derivative instruments.
The fair values of the interest rate swaps and cross-currency swaps were developed using a market approach based on publicly available market yield curves and the terms of the swap.
The Company performs ongoing assessments of counterparty credit risk.
−Removed: The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:
+Added: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
+Added: The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:
Fair Value as of
Location on Balance Sheet (1) :
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Dollars in thousands
29 unchanged sentences
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying condensed consolidated statement of operations during the three and six months ended June 30, 2025 and 2024:
+Added: The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2025 and 2024:
Dollars in thousands Balance in AOCI
6 unchanged sentences
Statements of
−Removed: Three Months Ended June 30, 2025
+Added: Three Months Ended September 30, 2025
Cash Flow Hedges
5 unchanged sentences
$ ( 73,983 ) $ 15,079 $ 13,082 $ ( 71,986 )
−Removed: Three Months Ended June 30, 2024
+Added: Three Months Ended September 30, 2024
Cash Flow Hedges
13 unchanged sentences
Statements of
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
Cash Flow Hedges
5 unchanged sentences
$ 5,419 $ ( 102,549 ) $ ( 25,144 ) $ ( 71,986 )
−Removed: Six Months Ended June 30, 2024
+Added: Nine Months Ended September 30, 2024
Cash Flow Hedges
6 unchanged sentences
Derivative Instruments not Designated Hedges
−Removed: From time to time, the Company enters into foreign currency forward contracts to mitigate risk from the fluctuations in foreign currency exchange rates associated with intercompany balances in Chinese yuan (“CNH”) and CHF.
+Added: From time to time, the Company enters into foreign currency forward contracts to mitigate risk from the fluctuations in foreign currency exchange rates associated with intercompany balances in Chinese yuan (“CNH”) CHF, and EUR.
These contracts typically settle at various dates within twelve months of execution.
−Removed: As of June 30, 2025, the notional amounts totaled CNH 120.0 million, equivalent to $ 16.6 million.
+Added: As of September 30, 2025, the notional amounts totaled CNH 30.0 million and EUR 14.0 million, equivalent to $ 4.1 million, and $ 16.5 million, respectively.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: In 2021, the Company entered into a foreign currency swap, with a notional amount of 800.0 million JPY, equivalent to $ 7.3 million, to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in Japanese yen.
+Added: In 2021, the Company entered into a foreign currency swap, with a notional amount of JPY 800.0 million, equivalent to $ 7.3 million, to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in Japanese yen.
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.
−Removed: The Company subsequently paid down a portion of this swap, bringing the notional amount down to JPY 400.0 million, equivalent to 3.6 million as of June 30, 2025.
−Removed: The fair value of the foreign currency swaps not designated as hedges was $ 0.7 million and $ 1.7 million as of June 30, 2025 and December 31, 2024, respectively.
+Added: The Company subsequently paid down a portion of this swap, bringing the notional amount down to JPY 400.0 million, equivalent to $ 3.6 million as of September 30, 2025.
+Added: The fair value of the foreign currency swaps not designated as hedges was $ 0.9 million and $ 1.7 million as of September 30, 2025 and December 31, 2024, respectively.
The following table summarizes the gains and losses on derivative instruments not designated as hedges on the condensed consolidated statements of income, which was included in other income:
−Removed: Dollars in thousands Three Months Ended June 30, Six Months Ended June 30,
+Added: Dollars in thousands Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
3 unchanged sentences
STOCK-BASED COMPENSATION
−Removed: As of June 30, 2025, 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, as amended (the “2003 Plan”).
+Added: As of September 30, 2025, 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, as amended (the “2003 Plan”).
Stock options issued under the 2003 Plan become exercisable over specified periods, generally within four years from the date of grant for officers and employees, within one year from date of grant for directors which generally expire eight years from the grant date for employees, and from six to ten years for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change-in-control provisions within their grant agreements.
3 unchanged sentences
Stock Options
−Removed: As of June 30, 2025, there were approximately $ 3.6 million of total unrecognized compensation costs related to unvested stock options.
+Added: As of September 30, 2025, there were approximately $ 4.9 million of total unrecognized compensation costs related to unvested stock options.
These costs are expected to be recognized over a weighted-average period of approximately three years .
−Removed: There were 395,252 stock options granted during the six months ended June 30, 2025.
−Removed: For the six months ended June 30, 2025, the weighted average grant date fair value for stock options granted was $ 10.77 per option.
+Added: There were 395,252 stock options granted during the nine months ended September 30, 2025.
+Added: For the nine months ended September 30, 2025, the weighted average grant date fair value for stock options granted was $ 10.77 per option.
Awards of Restricted Stock and Performance Stock
2 unchanged sentences
The Company expenses the fair value of restricted stock awards on a straight-line basis over the requisite service period.
−Removed: As of June 30, 2025, there was approximately $ 41.5 million of total unrecognized compensation costs related to these unvested awards.
+Added: As of September 30, 2025, there was approximately $ 33.0 million of total unrecognized compensation costs related to these unvested awards.
The Company expects to recognize these costs over a weighted-average period of approximately two years .
−Removed: The Company granted 1,009,639 restricted stock awards and 395,781 performance stock awards during the six months ended June 30, 2025.
−Removed: For the six months ended June 30, 2025, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 21.11 and $ 23.95 per award, respectively.
+Added: The Company granted 1,012,799 restricted stock awards and 395,781 performance stock awards during the nine months ended September 30, 2025.
+Added: For the nine months ended September 30, 2025, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 21.09 and $ 23.95 per award, respectively.
The Company also maintains an Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions.
4 unchanged sentences
The Company has various defined benefit plans which cover certain employees in France, Japan, Germany and Switzerland.
−Removed: Net periodic benefit costs for the Company’s defined benefit pension plans for the three and six months ended June 30, 2025 were $ 0.4 million and $ 0.7 million.
−Removed: The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2025 are included in other income, net in the consolidated statements of operations.
−Removed: Net periodic benefit costs for the Company’s defined benefit pension plans for the three and six months ended June 30, 2024 were $ 0.4 million and $ 0.9 million.
−Removed: The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2024 are included in other income, net in the consolidated statements of operations.
−Removed: The estimated fair values of plan assets were $ 59.8 million and $ 51.8 million as of June 30, 2025 and December 31, 2024, respectively.
−Removed: The net plan assets of the pension plans are invested in common trusts as of June 30, 2025 and December 31, 2024.
+Added: Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2025 were $ 0.4 million and $ 1.1 million.
+Added: The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 2.5 million for the three and nine months ended September 30, 2025 are included in other income, net in the consolidated statements of operations.
+Added: Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2024 were $ 0.4 million and $ 1.3 million.
+Added: The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 2.4 million for the three and nine months ended September 30, 2024 are included in other income, net in the consolidated statements of operations.
+Added: The estimated fair values of plan assets were $ 61.6 million and $ 51.8 million as of September 30, 2025 and December 31, 2024, respectively.
+Added: The net plan assets of the pension plans are invested in common trusts as of September 30, 2025 and December 31, 2024.
Common trusts are classified as Level 2 in the fair value hierarchy.
5 unchanged sentences
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.
−Removed: The fair value of these assets were $ 7.5 million and $ 6.7 million as of June 30, 2025 and December 31, 2024, respectively.
+Added: The fair value of these assets were $ 7.6 million and $ 6.7 million as of September 30, 2025 and December 31, 2024, respectively.
Offsetting liabilities relating to the deferred compensation plan are included in other liabilities.
1 unchanged sentence
The Company leases administrative, manufacturing, research and distribution facilities, and vehicles through operating lease agreements.
−Removed: The Company has no finance leases as of June 30, 2025.
+Added: The Company has no finance leases as of September 30, 2025.
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).
4 unchanged sentences
As most of the Company’s leases do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
−Removed: Total operating lease expense for the six months ended June 30, 2025 and June 30, 2024 was $ 11.9 million and $ 12.8 million, respectively, which includes $ 0.1 million, in related party operating lease expense.
+Added: Total operating lease expense for the nine months ended September 30, 2025 and September 30, 2024 was $ 17.8 million and $ 18.8 million, respectively, which includes $ 0.2 million in related party operating lease expense.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
1 unchanged sentence
Supplemental balance sheet information related to operating leases were as follows:
−Removed: Dollars in thousands, except lease term and discount rate June 30, 2025 December 31, 2024
+Added: Dollars in thousands, except lease term and discount rate September 30, 2025 December 31, 2024
ROU assets $ 138,187 $ 144,042
8 unchanged sentences
Leased vehicles 3.2 % 2.8 %
−Removed: Supplemental cash flow information related to leases for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: Dollars in thousands June 30, 2025 June 30, 2024
+Added: Supplemental cash flow information related to leases for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: Dollars in thousands September 30, 2025 September 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
2 unchanged sentences
Operating leases $ 6,493 $ 1,575
−Removed: Future minimum lease payments under operating leases at June 30, 2025 were as follows:
+Added: Future minimum lease payments under operating leases at September 30, 2025 were as follows:
Dollars in thousands Related Parties Third Parties Total
12 unchanged sentences
Long-term lease liabilities 160,933
−Removed: There were no future minimum lease payments under finance leases at June 30, 2025.
+Added: There were no future minimum lease payments under finance leases at September 30, 2025.
Related Party Leases
5 unchanged sentences
TREASURY STOCK
−Removed: As of June 30, 2025 and December 31, 2024, the company held 14.4 million shares of treasury stock outstanding with a cost of $ 690.0 million and $ 691.4 million, respectively, with a weighted average cost per share of $ 47.86 for both periods.
+Added: As of September 30, 2025 and December 31, 2024, the company held 14.4 million shares of treasury stock outstanding with a cost of $ 690.0 million and $ 691.4 million, respectively, at a weighted average cost per share of $ 47.86 for both periods.
In 2024, the Company entered into a $ 50 million accelerated share repurchase (“the 2024 ASR”) and received 1.3 million shares of common stock at inception of the 2024 ASR, which represented approximately 70 % of the expected total shares under the 2024 ASR.
2 unchanged sentences
On July 18, 2023, the Board of Directors authorized a new $ 225 million share repurchase program.
−Removed: A s of June 30, 2025, $ 50 million remained authorized .
+Added: A s of September 30, 2025, $ 50 million remained authorized .
The program, which was authorized in July 2023 and expires on December 31, 2025, allows the Company to repurchase its shares opportunistically from time to time.
2 unchanged sentences
The following table provides a summary of the Company’s effective tax rate:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Reported tax rate 20.8 % 47.5 % 9.3 % 35.3 %
−Removed: The Company’s effective income tax rates for the three months ended June 30, 2025 and 2024 were 8.8 % and 18.3 %, respectively.
−Removed: For the three months ended June 30, 2025, the Company’s effective tax rate was primarily driven by the goodwill impairment charge, as a portion of the charge is non-deductible for tax, as well as the inclusion of Global Intangible Low Taxed Income (“GILTI”) and additional taxes to meet the global minimum tax in certain foreign jurisdictions;
−Removed: offset by federal, state, and international tax benefits generated from operating losses in certain jurisdictions.
−Removed: For the three months ended June 30, 2024, the tax rate is primarily driven by lower book income.
−Removed: The Company’s effective income tax rates for the six months ended June 30, 2025 and 2024 were 9.2 % and 23.2 %, respectively.
−Removed: For the six months ended June 30, 2025, the Company’s effective tax rate was primarily driven by the goodwill impairment charge, as a portion of the charge is non-deductible for tax, as well as the inclusion of GILTI and additional taxes to meet the global minimum tax in certain foreign jurisdictions;
−Removed: offset by federal, state, and international tax benefits generated from operating losses in certain foreign jurisdictions.
−Removed: For the six months ended June 30, 2024, the tax rate is primarily driven by lower book income and a $ 1.7 million shortfall from stock based compensation.
+Added: The Company’s effective income tax rates for the three months ended September 30, 2025 and 2024 were 20.8 % and 47.5 %, respectively.
+Added: For the three months ended September 30, 2025, the Company’s effective tax rate was primarily driven by the tax expense generated in certain profitable foreign jurisdictions and the inclusion of Global Intangible Low Taxed Income (“GILTI”);
+Added: offset by federal, state, and international tax benefits generated from operating losses and favorable prior year tax return positions.
+Added: For the three months ended September 30, 2024, the tax rate is primarily due to the limitation of foreign tax credits in the U.S.
+Added: and the limitation of federal tax credits in Switzerland, caused by lower book income.
+Added: The Company’s effective income tax rates for the nine months ended September 30, 2025 and 2024 were 9.3 % and 35.3 %, respectively.
+Added: For the nine months ended September 30, 2025, the Company’s effective tax rate was primarily driven by the goodwill impairment charge, as a portion of the charge is non-deductible for tax, as well as the inclusion of GILTI and the global minimum tax in certain foreign jurisdictions;
+Added: offset by federal, state, and international tax benefits generated from operating losses and favorable prior year tax return positions.
+Added: For the nine months ended September 30, 2024, the tax rate is primarily due to the limitation of foreign tax credits in the U.S.
+Added: and the limitation of federal tax credits in Switzerland, caused by lower book income and a $ 1.9 million shortfall from stock-based compensation.
Changes to income tax laws and regulations, in any of the tax jurisdictions in which the Company operates, could impact the effective tax rate.
4 unchanged sentences
Additionally, the OBBBA contains changes to the capitalization of research and development expenses, accelerated fixed asset depreciation, and limitations on deductions for interest expense, among other provisions.
−Removed: The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-Q for the quarter ended September 30, 2025.
−Removed: Further, legislation in foreign jurisdictions may be enacted, in continued response to the ongoing base erosion and profit-sharing (“BEPS”) project begun by the Organization for Economic Cooperation and Development (“OECD”).
+Added: The Company has evaluated the impact of the OBBBA on its financial statements and estimates the financial impact for the year ended December 31, 2025 to be approximately $ 4.4 million.
+Added: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
+Added: Further, legislation in foreign jurisdictions may be enacted, in continued response to the ongoing base erosion and profit-sharing (“BEPS”) project led 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”).
1 unchanged sentence
The Pillar 2 rules are complex and provide for delays for implementing the tax during the early transition years, if certain conditions are met.
−Removed: The Company is calculating a $ 2.4 million expense related to Pillar 2 tax liability for the year ending December 31, 2025.
+Added: The Company is calculating an immaterial expense related to Pillar 2 tax liability for the year ending December 31, 2025.
Related changes in U.S.
2 unchanged sentences
jurisdictions.
−Removed: INTEGRA LIFESCIENCES HOLDINGS CORPORATION
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
NET LOSS PER SHARE
Basic and diluted net loss per share was as follows:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands, except per share amounts 2025 2024 2025 2024
15 unchanged sentences
For periods in which the Company generated a net loss, the Company does not include the potential impact of dilutive securities in diluted net loss per share, as the impact of these items is anti-dilutive.
−Removed: Common stock of approximately 1.5 million and 1.3 million shares at June 30, 2025 and 2024, res pectively, were not included in the computation of diluted net loss per share because their effect would have been anti-dilutive.
−Removed: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
−Removed: Comprehensive (loss) income for the three and six months ended June 30, 2025 and 2024:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Common stock of approximately 1.5 million and 1.3 million shares at September 30, 2025 and 2024, res pectively, were not included in the computation of diluted net loss per share because their effect would have been anti-dilutive.
+Added: ACCUMULATED OTHER COMPREHENSIVE LOSS
+Added: Comprehensive loss for the three and nine months ended September 30, 2025 and 2024:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands 2025 2024 2025 2024
3 unchanged sentences
Pension liability adjustment, net of tax ( 167 ) ( 470 ) ( 483 ) ( 475 )
−Removed: Comprehensive (loss) income, net $ ( 490,874 ) $ ( 20,482 ) $ ( 512,702 ) $ ( 19,303 )
+Added: Comprehensive loss, net $ ( 6,472 ) $ ( 16,823 ) $ ( 519,174 ) $ ( 36,126 )
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: Changes in accumulated other comprehensive (loss) income by component between December 31, 2024 and June 30, 2025 are presented in the table below, net of tax:
+Added: Changes in accumulated other comprehensive loss by component between December 31, 2024 and September 30, 2025 are presented in the table below, net of tax:
Dollars in thousands Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total
4 unchanged sentences
Net current-period other comprehensive (loss) gain ( 10,405 ) ( 483 ) 6,484 ( 4,404 )
−Removed: Balance at June 30, 2025
+Added: Balance at September 30, 2025
$ 16,207 $ 3,545 $ ( 51,727 ) $ ( 31,975 )
−Removed: For the six months ended June 30, 2025, the Company reclassified losses of $( 40.6 ) million and $( 0.3 ) million from AOCI to other income and cost of good sold, respectively.
+Added: For the nine months ended September 30, 2025, the Company reclassified losses of $( 35.7 ) million and $( 0.3 ) million from AOCI to other income and cost of goods sold, respectively.
Additionally, the Company reclassified a gain of $ 12.8 million from AOCI to interest income.
3 unchanged sentences
The two reportable segments and their activities are described below.
−Removed: • 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;
+Added: • 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;
+Added: (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.
−Removed: • The Tissue Technologies segment operations consist of such offerings as skin and wound repair, plastics and surgical reconstruction products and nerve and tendon repair products.
−Removed: The Tissue Technologies segment includes the Company’s private label business.
+Added: • The Tissue Technologies segment operations consists of Wound Reconstruction and Care business, which sells offerings such as skin and wound repair, plastics and surgical reconstruction products and nerve and tendon repair products.
+Added: The Tissue Technologies segment also 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.
2 unchanged sentences
The operating results of the 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 reportable segments.
−Removed: Net sales and profit by each reportable segment for the three and six months ended June 30, 2025 and 2024 are as follows:
+Added: Net sales and profit by each reportable segment for the three and nine months ended September 30, 2025 and 2024 are as follows:
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
+Added: Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Dollars in thousands Codman Specialty Surgical Tissue Technologies Corporate and Other Total Codman Specialty Surgical Tissue Technologies Corporate and Other Total
11 unchanged sentences
Loss before income taxes $ ( 6,824 ) $ ( 567,812 )
−Removed: Three Months Ended June 30, 2024 Six Months Ended June 30, 2024
+Added: Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Dollars in thousands Codman Specialty Surgical Tissue Technologies Corporate and Other Total Codman Specialty Surgical Tissue Technologies Corporate and Other Total
4 unchanged sentences
Intangible asset amortization — — 3,760 3,760 — — 17,575 17,575
−Removed: Goodwill impairment — — — — — — — —
Total cost and expenses 170,244 81,570 137,170 388,984 460,806 242,569 471,722 1,175,097
10 unchanged sentences
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands 2025 2024 2025 2024
22 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.
−Removed: 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 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.
+Added: 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 FDA at the Company’s Boston 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.
−Removed: The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, and intends to defend the matter vigorously.
+Added: The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, and intends to continue to defend the matter vigorously.
On July 1, 2025, the class action complaint was dismissed without prejudice.
−Removed: The plaintiffs have until August 15, 2025 to file a Second Amended Complaint.
+Added: The plaintiffs filed a Second Amended Complaint on August 14, 2025.
+Added: The Company has filed a motion to dismiss the Second Amended Complaint on October 14, 2025.
On February 21, 2025, a derivative lawsuit captioned Grabowsky v.
3 unchanged sentences
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 U.S.
−Removed: Food and Drug Administration (“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.
+Added: Food and Drug Administration (“FDA”) at the Company’s Boston facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment.
On March 28, 2025, the derivative lawsuit was voluntarily dismissed by the plaintiff.
12 unchanged sentences
Contingent Consideration
−Removed: The Company determined the fair value of contingent consideration during the six month period ended June 30, 2025 and June 30, 2024 to reflect the change in estimate, additions, payments, transfers and the time value of money during each period.
−Removed: A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the six months ended June 30, 2025 and June 30, 2024 is as follows (in thousands):
−Removed: Six Months Ended June 30, 2025 Contingent Consideration Liability Related to Acquisition of:
+Added: The Company determined the fair value of contingent consideration during the nine month period ended September 30, 2025 and September 30, 2024 to reflect the change in estimate, additions, payments, transfers and the time value of money during each period.
+Added: A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the nine months ended September 30, 2025 and September 30, 2024 is as follows (in thousands):
+Added: Nine Months Ended September 30, 2025 Contingent Consideration Liability Related to Acquisition of:
Derma Sciences (2)
4 unchanged sentences
Change in fair value of contingent consideration liabilities ( 1,770 ) ( 2,349 ) — ( 10,525 ) ( 14,644 )
−Removed: Balance as of June 30, 2025
+Added: Balance as of September 30, 2025
6,198 337 3 25,400 31,938
2 unchanged sentences
Total 6,198 337 3 25,400 31,938
−Removed: Six Months Ended June 30, 2024 Contingent Consideration Liability Related to Acquisition of:
+Added: Nine Months Ended September 30, 2024 Contingent Consideration Liability Related to Acquisition of:
Derma Sciences (2)
4 unchanged sentences
Change in fair value of contingent consideration liabilities ( 3,019 ) 137 — 3,100 218
−Removed: Balance as of June 30, 2024
+Added: Balance as of September 30, 2024
$ 12,736 $ 2,694 $ 300 $ 59,400 75,130
33 unchanged sentences
The Company used probabilities of achieving the conditions to calculate the fair value of the contingent consideration for the PMA approval milestone.
+Added: The liability was adjusted in the third quarter of 2025 due to risk and uncertainty around timing of receiving the PMA approval.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
25 unchanged sentences
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
−Removed: Assets and liabilities measured and recorded at fair value on a recurring basis as of June 30, 2025 and March 31, 2024 consisted of the following:
+Added: Assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 consisted of the following:
Dollars in thousands Fair Value
−Removed: Measurement June 30, 2025 December 31, 2024
+Added: Measurement September 30, 2025 December 31, 2024
Cash and cash equivalents Level 1 $ 232,186 $ 246,375
11 unchanged sentences
$ 183,146 $ 106,051
−Removed: There were no transfers into or out of Level 3 during the three and six months ended June 30, 2025 and 2024.
+Added: There were no transfers into or out of Level 3 during the three and nine months ended September 30, 2025 and 2024.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
4 unchanged sentences
Goodwill and Other Intangible Assets , and Note 10.
−Removed: Leases and Related Party Leases , there were no non-recurring fair value measurements during the three and six months ended June 30, 2025 and 2024.
+Added: Leases and Related Party Leases , there were no non-recurring fair value measurements during the three and nine months ended September 30, 2025 and 2024.
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.