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•	changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments;

•	demand for and market acceptance of new and existing products;

•	our ability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with expectations;

•	our ability to effectively execute our restructuring programs;

•	our inability to realize savings resulting from restructuring plans and programs at anticipated levels;

•	the impact of recently passed healthcare reform legislation and changes in Medicare, Medicaid and third-party coverage and reimbursements;

•	competitive market conditions and resulting effects on revenues and pricing;

•	increases in raw material costs that cannot be recovered in product pricing;

•	global economic factors, including currency exchange rates, interest rates and sovereign debt issues;

•	difficulties entering new markets; and

•	general economic conditions.

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ITEM 1.	BUSINESS

•	development of new products and product line extensions;

•	investment in new technologies and broadening their applications;

•	expansion of the use of our products in existing markets and introduction of our products into new geographic markets;

•	achievement of economies of scale as we continue to expand by leveraging our direct sales force and distribution network for new products, as well as increasing efficiencies in our sales and marketing and research and development structures and our manufacturing and distribution facilities; and

•	expansion of our product portfolio through select acquisitions, licensing arrangements and business partnerships that enhance, extend or expedite our development initiatives or our ability to increase our market share.

•	Mayo Healthcare Pty Limited, ("Mayo Healthcare"), a distributor of medical devices and supplies primarily in the Australian market, which complements our anesthesia product portfolio, and

•	the assets of Mini-Lap Technologies, Inc. ("Mini-Lap"), a developer of micro-laparoscopic instrumentation, which complements our surgical product portfolio.

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ARROW central venous catheters, or CVCs: The ARROW CVCs are inserted in the neck or shoulder area and come in multiple lengths and up to four channels, or lumens. The ARROW CVC has a pressure injectable option which gives clinicians who perform contrast-enhanced CT scans the ability to use an indwelling (in the body) pressure injectable ARROW CVC to inject contrast dye for the scan without having to insert a second catheter.

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Arrow EZ-IO system: EZ IO, which was added to our vascular product portfolio through our acquisition of Vidacare Corporation in December 2013, provides immediate vascular access for the delivery of medications and fluids via the intraosseous, or in the bone, route when traditional vascular access is difficult or impossible. In emergency situations, EZ IO enables fast access to deliver lifesaving therapies to help stabilize a patient until a traditional catheter can be inserted.

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ARROW jugular axillo-subclavian central catheters, or JACCs, with Chlorag+ard® technology: JACCs are inserted in the neck or shoulder area and provide an alternative to traditional acute CVCs and peripheral central venous access. Introduced in 2013, this CVC for acute or long-term use combines antimicrobial and antithrombogenic protection with smaller external diameter sizes. This product is well suited for patients with renal issues, chronic patients with poor peripheral access or those with a history of or risk for venous thrombosis.

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ARROW peripherally inserted central catheters, or PICCs: The ARROW PICCs are soft, flexible catheters that are inserted in the upper arm and advanced into a vein that carries blood to the heart to administer various types of intravenous medications and therapies. ARROW PICCs have a pressure injectable option that can withstand the higher pressures required by the injection of contrast media for CT scans.

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ARROW VPS: The ARROW VPS is an advanced vascular positioning system that facilitates precise placement of a PICC or CVC within the heart. The ARROW VPS analyzes multiple metrics, in real time, from its biosensor to help clinicians navigate through the circulatory system and precisely identify the correct catheter tip placement in the heart. Cleared by the FDA as an alternative to chest x-ray confirmation, the ARROW VPS can help to shorten hospital stays while lowering costs associated with catheter insertion procedures. In 2013, we launched the next generation of our ARROW VPS, the ARROW VPS G4, which provides further enhancements to our VPS technology, such as the ability to provide information as to the final catheter position, improved sterile field capability and integration with hospital data management systems.

•	ARROW arterial catheterization sets: These sets facilitate arterial pressure monitoring and blood withdrawal for glucose, blood-gas and electrolyte measurement in a wide variety of critical care and intensive care settings.

•	ARROW percutaneous sheath introducers: These introducers are used to insert cardiovascular and other catheterization devices into the vascular system during critical care procedures.

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LMA Airways: LMA laryngeal masks are used by anesthesiologists and emergency responders to establish an airway to channel anesthesia gas or oxygen to a patient's lungs during surgery or trauma. The LMA Supreme Airway is a second generation airway that features an integrated drain tube to channel fluid and gas safely away from the airway, enabling physicians to use an LMA laryngeal mask in more advanced procedures.

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LMA Atomization: The LMA Atomization portfolio includes products to facilitate intranasal delivery of medications. The inner cavities of the nose provide an absorptive surface that is highly vascular with direct access to the central nervous system. The advantages of intranasal administration include rapid onset, safety and patient comfort. The LMA MAD Nasal is an intranasal atomization device that is designed to be a safe and painless way to deliver medication to a patient's blood stream without an intravenous line or needle.

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RUSCH Endotracheal Tubes and RUSCH Laryngoscopy: We offer a broad range of RUSCH products to facilitate and support endotracheal intubation in multiple settings (surgery, critical care and emergency settings). Endotracheal intubation is commonly used to open the airway to administer oxygen, medication or anesthesia. We provide a broad range of products for laryngoscopy, a procedure that is primarily used to obtain a view of the airway to facilitate tracheal intubation during general anesthesia or cardiopulmonary resuscitation (CPR). In 2014, we introduced the RUSCH DispoLED Laryngoscope Handle. This single-use handle helps facilities comply with standards designed to reduce the risk of patient cross-contamination during intubation.

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ISO-Gard Caregiver Safety: The ISO-Gard Mask with ClearAir Technology helps to reduce clinician exposure to hazardous waste anesthetic gases (WAG), which are commonly used in surgical procedures. The ISO-Gard Mask is designed to reduce WAG within a caregiver's breathing zone to minimize the cumulative effect of low-level exposure to these hazardous gases in the post anesthesia care unit. By providing a means to reduce the amount of WAG within the breathing zone of the caregiver, hospitals can better comply with OSHA requirements and the National Institute for Occupational Safety and Health’s recommendations for workplace safety.

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ARROW Epidural Catheters, Needles and Kits: We offer a broad range of ARROW epidural products to facilitate epidural analgesia. Epidural analgesia may be used separately for pain management, as an adjunct to general anesthesia, as a sole technique for surgical anesthesia and for post-operative pain management. The ARROW FlexTip Plus epidural catheter is clinically proven to significantly reduce complications commonly associated with epidural catheters.

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ARROW Peripheral Nerve Block (PNB) Catheters, Pumps, Needles and Kits: The ARROW PNB products are used by anesthesiologists to provide localized pain relief by injecting anesthetics to deliberately interrupt the signals traveling along a nerve. Nerve blocks are used in a variety of different procedures, including orthopedics, and can last for hours or days. The ARROW Stimucath and FlexBlock catheters allow for location of the nerves and delivery of the anesthetic. The ARROW Autofuser Ambulatory Pain Pump is a disposable anesthetic pump used in conjunction with the ARROW PNB catheters that facilitates multiple days of post-operative pain management.

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Hudson RCI Oxygen Therapy: Supplemental oxygen is one of the most widely used therapies for people admitted to the hospital. It is also frequently used for patients with chronic lung disease who live at home.  Oxygen is administered to treat hypoxemia (low oxygen levels in the blood) and to decrease symptoms associated with hypoxemia.   We offer a broad range of Hudson RCI Oxygen Therapy products to facilitate the delivery of oxygen, including nasal cannulas, nasal catheters, masks and tubing.

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Hudson RCI Aerosol Therapy:  Aerosol therapy is used in the treatment of bronchopulmonary disease and allows the delivery of medications, humidity or both to the mucosa (mucous lining) of the respiratory tract and pulmonary alveoli (tiny air sacks in the lungs that allow oxygen and carbon dioxide to move between the lungs and bloodstream). We offer a broad range of aerosol therapy products, including small volume nebulizers, large volume nebulizers, masks and tubing.  These aerosol therapy products are designed to deliver agents that may relieve spasm of the bronchial muscles and reduce edema of the mucous membranes, liquefy bronchial secretions so that they are more easily removed, humidify the respiratory tract and administer antibiotics locally by depositing them in the respiratory tract.

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Hudson RCI Passive Humidification and Filtration:  We offer a broad portfolio of Hudson RCI and Gibeck passive humidification and filtration products catering to patients on mechanical ventilation in both the intensive care unit and operating room.  When an artificial airway is in place, the respiratory system’s natural processes are bypassed, necessitating the need to heat, humidify and filter the air delivered to the patient.  Our passive humidification devices conserve the patient’s exhaled heat and moisture during expiration and return them to gas being delivered during inspiration.  This mimics the action of the “normal” upper airways.

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Hudson RCI Active Humidification and Ventilation Management:  Active humidification provides patients in respiratory distress or with lung failure with heated and humidified gases in order to promote gas exchange, maintain secretion clearance and decrease the risk of infection.  Our ConchaTherm Neptune System is a heated humidifier designed to heat and humidify respiratory gases delivered via endotracheal tubes, nasal cannulas or facemasks to adult, pediatric, infant and neonatal patients.  The system features a reusable, electronic piece of equipment and a full range of disposables, including breathing (or ventilator) circuits, humidification chambers and patient interfaces.

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•	Hem-o-lok, a significant part of the Weck portfolio, is a locking polymer ligation clip that combines the security of a suture with the speed of a metal clip for open and laparoscopic surgery. Hem-o-lok clips have special applications in urologic, gynecologic and general surgery.

•	Weck EFx Endo Fascial Closure System is a port site closure device used in laparoscopic surgical procedures. The Weck EFx System encompasses a design for port site closure that enables reproducible fascial closure in varying body types with a controlled suture delivery. This approach to port site closure is designed to minimize complications and costs associated with port-site herniation.

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•	device listing and establishment registration;

•	adherence to the Quality System Regulation (“QSR”) which requires stringent design, testing, control, documentation, complaint handling and other quality assurance procedures;

•	labeling requirements;

•	FDA prohibitions against the promotion of off-label uses or indications;

•	adverse event reporting;

•	post-approval restrictions or conditions, including post-approval clinical trials or other required testing;

•	post-market surveillance requirements;

•	the FDA’s recall authority, whereby it can ask for the recall of products from the market; and

•	voluntary corrections or removals reporting and documentation.

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ITEM 1A.	RISK FACTORS

•	identify viable new products;

•	obtain adequate intellectual property protection;

•	gain market acceptance of new products; or

•	successfully obtain regulatory approvals.

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•	partial suspension or total shutdown of manufacturing;

•	product shortages;

•	delays in product manufacturing;

•	warning or untitled letters;

•	fines or civil penalties;

•	delays in obtaining new regulatory clearances or approvals;

•	withdrawal or suspension of required clearances, approvals or licenses;

•	product seizures or recalls;

•	injunctions;

•	criminal prosecution;

•	advisories or other field actions;

•	operating restrictions; and

•	prohibitions against exporting of products to, or importing products from, countries outside the United States.

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the federal healthcare anti-kickback statute, which, among other things, prohibits persons from knowingly and willfully offering or paying remuneration to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as Medicare and Medicaid, or soliciting payment for such referrals, purchases, orders and recommendations;

•	federal false claims laws which, among other things, prohibit individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment from the federal government, including Medicare, Medicaid or other third-party payors;

•	the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibit schemes to defraud any healthcare benefit program and false statements relating to healthcare matters; and

•	state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers.

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•	established a 2.3% excise tax on sales of medical devices with respect to any entity that manufactures or imports specified medical devices offered for sale in the United States;

•	established a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in and conduct comparative clinical effectiveness research;

•	implemented payment system reforms, including a national pilot program to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain health care services through bundled payment models; and

•	created an independent payment advisory board that will submit recommendations to reduce Medicare spending if projected Medicare spending exceeds a specified growth rate.

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•	exchange controls, currency restrictions and fluctuations in currency values;

•	trade protection measures;

•	potentially costly and burdensome import or export requirements;

•	laws and business practices that favor local companies;

•	changes in foreign medical reimbursement policies and procedures;

•	subsidies or increased access to capital for firms that currently are or may emerge as competitors in countries in which we have operations;

•	substantial foreign tax liabilities, including potentially negative consequences from changes in tax laws;

•	restrictions and taxes related to the repatriation of foreign earnings;

•	differing labor regulations;

•	additional United States and foreign government controls or regulations;

•	difficulties in the protection of intellectual property; and

•	unsettled political and economic conditions and possible terrorist attacks against American interests.

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•	the intense competition for skilled personnel in our industry;

•	fluctuations in global economic and industry conditions;

•	changes in our organizational structure;

•	our restructuring initiatives;

•	competitors’ hiring practices; and

•	the effectiveness of our compensation programs.

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•	increase our vulnerability to general adverse economic and industry conditions;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

•	limit our ability to borrow additional funds for such general corporate purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•	restrict us from exploiting business opportunities; and

•	place us at a competitive disadvantage compared to our competitors that have less indebtedness.

•	refinance all or a portion of our indebtedness on or before it matures;

•	sell assets;

•	reduce or delay capital expenditures; or

•	seek to raise additional capital.

•	incur additional indebtedness or issue disqualified stock or preferred stock;

•	create liens;

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•	pay dividends, make investments or make other restricted payments;

•	sell assets;

•	use the proceeds of permitted sales of our assets;

•	merge, consolidate, sell or otherwise dispose of all or substantially all of our assets;

•	enter into transactions with our affiliates;

•	permit layering of debt (with regard to the 2019 Notes); and

•	designate subsidiaries as unrestricted.

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•	the generation, storage, use and transportation of hazardous materials;

•	emissions or discharges of substances into the environment; and

•	the health and safety of our employees.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS

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ITEM 2.	PROPERTIES

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ITEM 3.	LEGAL PROCEEDINGS

ITEM  4.	MINE SAFETY DISCLOSURES

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ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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ITEM 6.	SELECTED FINANCIAL DATA

(1)	Amounts exclude the impact of businesses presented in our consolidated financial results as discontinued operations.

(2)	Amounts include the impact of businesses acquired during the period. See Note 3 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

(3)	Includes a pretax goodwill impairment charge of $332.1 million, or $315.1 million net of tax. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

(4)	Includes a $29.7 million, net of tax, or a $0.74 per share loss (basic and diluted) on extinguishments of debt.

(5)

Free cash flow is calculated by subtracting capital expenditures from cash provided by operating activities from continuing operations. Free cash flow is considered a non-GAAP financial measure. This financial measure is used in addition to and in conjunction with results presented in accordance with generally accepted accounting principles in the United States, or GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing operations, the most comparable GAAP financial measure. Management believes that free cash flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial purposes and to evaluate period-to-period comparisons. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. The following is a reconciliation of free cash flow to the most comparable GAAP measure.

(6)	2010 cash flow reflects the impact of a refund of $59.5 million of previously submitted estimated tax payments.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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(1)	See Note 16 to the consolidated financial statements included in this Annual Report on Form 10-K for a reconciliation of segment operating profit to our consolidated income/(loss) from continuing operations before interest, loss on extinguishments of debt and taxes.

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(1)	Represents the number of incremental shares that must be included in the calculation of fully diluted shares under GAAP.

(2)	Represents the number of incremental shares to be issued by us upon conversion of the convertible notes, assuming concurrent settlement of the convertible note hedges and warrants.

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(1)

The Convertible Notes, which mature in 2017, are included in payment due in less than 1 year due to the satisfaction of the stock price conversion contingency, which is described in more detail in the “Financing Arrangements” section above. Total borrowings also include $4.7 million under the securitization program.  See to Note 8 to the consolidated financial statements included in this Annual Report on Form 10-K for additional details regarding this program.

(2)	Interest payments on floating rate debt are based on the interest rate in effect on December 31, 2014.

(3)

Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions based on prices in effect on a particular date and the approximate timing of the transactions. These obligations relate primarily to material purchase requirements.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

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ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.	EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

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ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Consolidated Financial Statements:

(b)	Exhibits:

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•	On February 3, 2014, the Company acquired Mayo Healthcare Pty Limited, ("Mayo Healthcare"), a distributor of medical devices and supplies primarily in the Australian market.

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•	On December 2, 2014, the Company acquired the assets of Mini-Lap Technologies, Inc. ("Mini-Lap"), a developer of micro-laparoscopic instrumentation, which complements the Company's surgical product portfolio.

•	On December 2, 2013, the Company acquired Vidacare Corporation, a provider of intraosseous, or inside the bone, access devices. This acquisition complements the Company's vascular access and specialty product portfolios.

•	On June 11, 2013, the Company acquired the assets of Ultimate Medical Pty. Ltd. and its affiliates (“Ultimate”), a supplier of airway management devices with a related portfolio of patented products. This acquisition complements the Company's anesthesia product portfolio.

•	On June 6, 2013, the Company acquired Eon Surgical, Ltd. (“Eon”), a developer of a minimally invasive microlaparoscopy surgical platform technology designed to enhance a surgeon’s ability to perform scarless surgery while producing better patient outcomes. This technology complements the Company's surgical product portfolio.

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(1)	Includes costs to transfer product lines among facilities and outplacement and employee relocation costs.

(2)	Consists of other costs directly related to the Plan, including project management, legal and regulatory costs.

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•	During the fourth quarter 2013, the Company recorded a $2.9 million IPR&D charge following its decision to abandon a research and development project associated with the Company’s vascular business.

•	During the third quarter 2013, the Company recorded $3.5 million in impairment charges related to assets held for sale that had a carrying value in excess of their appraised fair value.

•	During the first quarter 2013, the Company recorded a $4.5 million IPR&D charge pertaining to a research and development project associated with the Company's acquisition of substantially all of the assets of Axiom Technology Partners LLC because technological feasibility had not yet been achieved and the Company determined that the subject technology had no future alternative use.

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(1)	The Convertible Notes are included in amounts that will mature in 2015 because, at December 31, 2014, they were convertible in accordance with their terms, which are described in more detail above in this section under “Convertible Notes.”

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1.	Quoted prices for similar assets or liabilities in active markets.

2.	Quoted prices for identical or similar assets or liabilities in markets that are not active.

3.	Inputs other than quoted prices that are observable for the asset or liability.

4.	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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•	estimated cash flows projected from the success of market launches;

•	the estimated time and resources needed to complete the development of acquired technologies;

•	the uncertainty of obtaining regulatory approvals within the required time periods; and

•	the risk adjusted discount rate for fair value measurement.

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(1)	These accumulated other comprehensive income components are included in the computation of net benefit cost of pension and other postretirement benefit plans (see Note 14 to the consolidated financial statements  for additional information).

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(a)	Information on asset categories described in notes (b)-(k) is derived from prospectuses and other material provided by the respective funds comprising the respective asset categories.

(b)	This category comprises mutual funds that invest in securities of United States and non-United States companies of all capitalization ranges that exhibit relatively low volatility.

(c)	This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of small and mid-sized companies. The fund invests in common stocks or exchange traded funds holding common stock of United States companies with market capitalizations in the range of companies in the Russell 2500 Index.

(d)

This category comprises a mutual fund that invests at least 80% of its net assets in equity securities of foreign companies. These securities may include common stocks, preferred stocks, warrants, exchange traded funds based on an international equity index and derivative instruments whose value is based on an international equity index and derivative instruments whose value is based on an underlying equity security or a basket of equity securities. The fund invests in securities of foreign issuers located in developed and emerging market countries. However, the fund will not invest more than 30% of its assets in the common stocks or other equity securities of issuers located in emerging market countries.

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(e)

This category comprises a mutual fund that invests in instruments or derivatives having economic characteristics similar to fixed income securities. The fund invests in investment grade fixed income instruments, including securities issued or guaranteed by the United States Government and its agencies and instrumentalities, corporate bonds, asset-backed securities, exchange traded funds, mortgage-backed securities and collateralized mortgage-backed securities. The fund invests primarily in long duration government and corporate fixed income securities, and uses derivative instruments, including interest rate swap agreements and Treasury futures contracts, for the purpose of managing the overall duration and yield curve exposure of the Fund’s portfolio of fixed income securities.

(f)	This category comprises a mutual fund that invests at least 80% of its net assets in higher-yielding fixed income securities, including corporate bonds and debentures, convertible and preferred securities and zero coupon obligations.

(g)	This category comprises a mutual fund that invests at least 80% of its net assets in fixed income securities of emerging market issuers, primarily in United States dollar-denominated debt of foreign governments, government-related and corporate issuers in emerging market countries and entities organized to restructure the debt of those issuers.

(h)	This category comprises a fund that invests primarily in collateralized debt obligations (“CDOs”) and other structured credit vehicles. The fund investments may include fixed income securities, loan participants, credit-linked notes, medium-term notes, pooled investment vehicles and derivative instruments.

(i)	This category comprises a hedge fund that invests in various other hedge funds. As of December 31, 2014 and 2013:

•	approximately 33% and 28%, respectively, of the assets of the hedge fund were invested in equity hedge based funds, including equity long/short and equity market neutral strategies;

•	approximately 10% and 18%, respectively, of the assets were held in tactical/directional based funds, including global macro, long/short equity, commodity and systematic quantitative strategies;

•	approximately 24% and 25%, respectively, of the assets were held in relative value based funds, including convertible and fixed income arbitrage, credit long/short and volatility arbitrage strategies;

•	approximately 33% and 23%, respectively, of the assets were held in funds with an event driven strategy; and

•	approximately 6% of the assets were held in cash as of December 31, 2013.

(j)	This category comprises a fund that invests primarily in UK freehold and leasehold property. The fund does not invest in higher risk activities such as developments. The fund may invest in indirect vehicles and property derivatives.

(k)	This category comprises a mutual fund that invests primarily in equities, bonds and alternatives.

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(1)

Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for certain manufacturing variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time spent), depending on the category of expense involved.

(2)	Unallocated expenses primarily include manufacturing variances and fixed manufacturing costs, with the exception of certain manufacturing variances allocated to the segments as noted above, as well as net gain on sales of assets, goodwill impairment and restructuring and other impairment charges.

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(1)	During 2012, the Company recognized a non-cash goodwill impairment charge of $9.7 million to adjust the carrying value of its former orthopedic business to its estimated fair value.

(2)	The $2.2 million pre-tax gain on disposition during 2012 primarily reflects the gain recognized on the working capital adjustment related to the sale of the Company's former cargo systems and cargo container businesses.

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*	Each such exhibit has previously been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.

+	Indicates management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.