Use these links to rapidly review the documentTABLE OF CONTENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

Commission File Number: 0-27422

ARTHROCARE CORPORATION(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
Incorporation or organization)

94-3180312(I.R.S. employer
Identification number)


7500 Rialto Blvd., Building Two, Suite 100, Austin, TX 78735(Address of principal executive offices and zip code)

(512) 391-3900(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12 (b) of the Act:Common Stock, $0.001 Par Value

Securities
registered pursuant to Section 12 (g) of the Act:None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o    No ý

As of June 30, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant
was approximately $198,951,137 (based upon the closing sales price of such stock as reported by The Pink OTC Markets Inc. on such date). Shares of Common Stock held by each officer, director
and holder of 5 percent or more of the outstanding Common Stock on that date have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.

As
of March 11, 2010, the number of outstanding shares of the Registrant's Common Stock was 26,936,741.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act of 1934, as amended, in connection with our annual
meeting of stockholders, scheduled to be held May 12, 2010, that we expect to file with the commission within 120 days after December 31, 2009, are incorporated by reference into
Part III of this Annual Report.



---





Table of Contents

ARTHROCARE CORPORATION
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS



PART I

3ITEM 1. BUSINESS

3ITEM 1A. RISK FACTORS

14ITEM 1B. UNRESOLVED STAFF COMMENTS

29ITEM 2. PROPERTIES

30ITEM 3. LEGAL PROCEEDINGS

30PART II

33ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

33ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

36ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

37ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

59ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

60CONSOLIDATED BALANCE SHEETS

63CONSOLIDATED STATEMENTS OF OPERATIONS

64CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

65CONSOLIDATED STATEMENTS OF CASH FLOWS

66NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

67ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

98ITEM 9A. CONTROLS AND PROCEDURES

98ITEM 9B. OTHER INFORMATION

104PART III

104ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

104ITEM 11. EXECUTIVE COMPENSATION

104ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

105ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

105ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

106PART IV

106ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

106Schedule II

113VALUATION AND QUALIFYING ACCOUNTS

113SIGNATURES

114INDEX TO EXHIBITS*

116


2

---





Table of Contents

ADDITIONAL INFORMATION

"ArthroCare," "we," "us," "our," and "Company" refer to ArthroCare® Corporation, unless the context otherwise requires.

In
this Annual Report on Form 10-K, references to and statements regarding North America refer to the United States, or U.S., Canada and Mexico, references to U.S.
dollars or USD or $ are to United States Dollars, and references to the euro or € are to the legal currency of the European Union, or EU.

Throughout
this Annual Report on Form 10-K we incorporate by reference certain information from other documents filed with the Securities and Exchange Commission, or
the SEC. Please refer to such information at www.sec.gov.

This
Annual Report on Form 10-K contains forward-looking statements. In "Part IItem 1ARisk Factors," we discuss some of the
risk factors that
could cause our actual results to differ materially from those provided in the forward-looking statements.

PART I

ITEM 1.    BUSINESS

Overview

We are a medical device company that develops, manufactures and markets surgical products, many of which are based on our minimally
invasive patented Coblation® technology. We have grown beyond our roots in arthroscopy to capitalize on market opportunities across several medical specialties, improving many existing
soft-tissue surgical procedures and enabling new minimally invasive procedures. Our innovative technologies improve the lives of individuals as diverse as world-class athletes suffering
from torn rotator cuffs or anterior cruciate ligaments to senior citizens suffering from herniated discs and children suffering from tonsillitis. We incorporated in California in 1993 and
reincorporated in Delaware in 1995.

Our
objective is to expand on our position as a leading global provider of minimally invasive surgical products. We seek to differentiate ourselves in this competitive market by
providing our patients and user-physicians with improved treatment options. To accomplish this objective, we are focused on a business strategy featuring the following key
elements:



Financial Restatement, Regulatory Reviews and Other Significant Recent Events

As previously reported, during 2009 and 2008, we experienced substantial delays in filing our periodic reports as a result of issues
identified during a review of certain accounting and financial reporting matters as well as certain insurance billing and healthcare compliance practices conducted

3

---



Table of Contents

under
the direction of our Audit Committee (the "Review"), which began in July 2008. The Review was completed in August 2009 and the results were reported to the Audit Committee and to the Board. In
July 2008, we also commenced a separate comprehensive review of our accounting policies and procedures, financial reporting, internal controls and corporate governance. We completed this comprehensive
review in November 2009, and as a result of our comprehensive review and the Review we made extensive organizational and operational changes, and improved our internal controls. As a result of errors
and possible irregularities identified by the Review and management's own review and analysis of certain accounting matters, we restated our financial statements for: the years ended
December 31, 2007, 2006, 2005, and 2004; the quarter ended March 31, 2008 and each of the quarters
for the years ended December 31, 2007 and 2006 in our Form 10-K for the year ended December 31, 2008 filed on November 18, 2009.



For more information on changes to management, see "Part IIItem 9AControls and Procedures."



For more information on litigation, see "Part IItem 3Legal Proceedings" and Note 10,
"Litigation and Contingencies" in the notes to the consolidated financial statements.

Business Overview

Our business is divided into three business units: Sports Medicine, Ear Nose and Throat, or ENT, and Spine. Each of the Sports
Medicine, ENT and Spine business units market and sell their products in two principal geographic markets: Americas (North and South America) and International (all other geographies).

Many
of our key products are based on our patented Coblation technology, which uses bipolar radiofrequency energy to generate a precisely focused plasma field to remove and shape soft
tissues such as cartilage and tendons. This use of bipolar energy is the primary factor that distinguishes our Coblation technology from traditional monopolar and bipolar radiofrequency surgical
tools. Monopolar devices drive electrical energy into the treatment site and requires electrical energy to travel through the patient's body and exit via a grounding pad usually placed underneath the
patient. Conversely, traditional bipolar devices include both an active electrode and a return at the tip of the device so a separate grounding pad is not required. To effect treatment by a bipolar
device, electrical energy is applied at the surgical site, where it is concentrated at the targeted tissue and exits via the return electrode. These traditional monopolar and bipolar electrosurgical
or laser surgery tools use the heat from the electrical current to burn away targeted tissue, often causing thermal damage to tissue surrounding the targeted surgical area.

Our
bipolar Coblation devices also include both an active and return electrode at the tip but, in contrast to other bipolar devices, apply electrical energy in a conductive medium at the
surgical site. The electrical energy along with electrically conductive fluid, which is found in normal saline solutions, form a highly ionized vapor layer, or plasma field, around the active
electrode of the Coblation device. This plasma field enables our Coblation-based products to operate at lower temperatures than traditional devices, minimizing tissue necrosis and damage when compared
to traditional bipolar or monopolar instruments.

The
use of Coblation allows surgeons to operate with a high level of precision and accuracy to minimize collateral tissue damage. Our Coblation-based systems consist of a controller unit
with accessories and an assortment of sterile, single-use disposable devices that are engineered to address

4

---



Table of Contents

specific
types of procedures. A single multi-purpose surgical system using Coblation technology can replace the multiple surgical tools traditionally used in soft-tissue surgery
procedures.

We
have applied Coblation technology to soft-tissue surgery throughout the body, primarily in the areas of arthroscopic sports medicine, ENT and spine applications. We also
are exploring the use of Coblation technology in other markets.

Our Sports Medicine Business Unit



Our Sports Medicine business unit focuses on the development, production and marketing of surgical products used in the treatment of
soft tissue injuries, mostly in the shoulder, knees and hips. Each year, we estimate that more than 600,000 people in the U.S. suffer from instabilities or tendon tears of the shoulder and
1.2 million more people are treated for cartilage, meniscus or tendon injuries in the knee. Sports Medicine is currently our largest business unit and accounted for 66.4 percent,
65.8 percent and 65.4 percent of our total product sales during 2009, 2008
and 2007, respectively. We have experienced significant growth in Sports Medicine that we believe has been driven by several factors, including:



Sports
injuries often affect joints that are susceptible to injuries from blows, falls or sudden changes in direction, as well as from natural degeneration associated with repeated use
and aging. Arthroscopic surgeries are most commonly performed on the knees and shoulders but are also used in the treatment of injuries affecting other joints, such as elbows, wrists, ankles and hips.
Prior to the widespread availability of arthroscopic surgery, joint injuries were treated through surgery involving large incisions, and through cutting or dislocating muscles to reach targeted
tissues. These open procedures often required a hospital stay and prolonged rehabilitation and recovery. In contrast, arthroscopic surgery is performed through several small incisions, or portals,
resulting in lower overall costs, reduced surgical trauma, pain and scarring, and fewer complications. Arthroscopic surgery generally is performed on an outpatient basis with no overnight stay. We
believe that the products that we develop, produce, market and sell through Sports Medicine represent a substantial advancement in arthroscopic surgery because our technologies minimize collateral
tissue damage to reduce patient pain and speed recovery times.



The ArthroWand® Product Line.Our ArthroWand product line is the principal product line in Sports Medicine. This line features a
series
of Coblation based specialized disposable radio frequency surgical wands designed for single patient use to treat a number of orthopedic conditions, including injuries of the shoulder, knee, hip,
foot, ankle, elbow and wrist. ArthroWands are used with a controller, a software based radio frequency generator that provides electromagnetic energy used to create the localized plasma for tissue
removal in arthroscopic surgeries for ablation, resection and coagulation of soft tissue and to seal bleeding vessels.

The Opus® Collection.In 2004, we acquired Opus Medical, Inc., a manufacturer of a proprietary family of specialized implants
and
instruments including the Opus AutoCuff®System, which facilitates a

5

---



Table of Contents

"knotless"
arthroscopic repair of the rotator cuff. Before Opus, variation in physician skills and training were limitations to wide adoption of completely arthroscopic surgical repairs. Opus
technology enabled many surgeons to complete repairs arthroscopically that previously were only possible with open surgical methods. These products may reduce overall procedural costs and surgical
time, and expand the number of patients eligible for arthroscopic treatment.

In
2005, we introduced another device to the Opus Collection, the LabraFix®System, which uses technology similar to the
AutoCuff System to facilitate knotless arthroscopic repair of connective tissue in the portion of the shoulder known as the labrum. The labrum is a ring of tissue within the shoulder joint that helps
maintain stability within the shoulder. LabraFix helped address patients who suffered from acute or chronic shoulder dislocation. We also recently expanded this product line to include other anchors,
such as the TwinLock®to treat partial or avulsed tears of the rotator cuff,
Magnum®M (Metal) and Magnum MP (PEEK) anchors for use in double row anchor repairs of the rotator cuff, and the
SpeedScrew®, a knotless screw in type anchor made of PEEK material designed to maximize fixation of tendon to bone in rotator cuff repairs.
We have recently introduced the Opus knotless anchor technology to foot and ankle surgeons for reattachment of torn or ruptured tendons.

The Atlantech® Collection.In 2002, we acquired two of our European distributors, which allowed us to accelerate the implementation
of
our direct sales strategy in two key European markets and access to a line of more than 1,500 specialty sports medicine products that aid surgeons in repairing and accessing damaged tissues. The
products in the Atlantech Collection include a broad line of hand-held surgical instruments, procedural kits and trays and reusable accessories to facilitate arthroscopic surgery.

Our ENT Business Unit



Our ENT business unit focuses on the development, production and marketing of surgical products used in the treatment of conditions
affecting soft tissues in the ear, nose and throat. Our ENT business unit accounted for 27.1 percent, 26.5 percent, and 26.4 percent of our total product sales during 2009, 2008
and 2007, respectively. One of the most common ENT procedures is the removal of tonsils and adenoids, and we estimate that there are more than 600,000 tonsillectomies performed in the U.S. each year.
The majority of tonsillectomies are performed on pediatric patients. Other commonly performed ENT procedures include endoscopic sinus surgery, turbinate reduction and procedures to remove or stiffen
tissue to treat snoring. These procedures are performed by ENT surgeons in hospitals and ambulatory surgery centers. Historically, monopolar electrocautery devices, or bovies, were the standard for
removal, or ablation, of soft tissue and cauterization in ENT procedures. As discussed above, these monopolar devices can generate high levels of heat, resulting in collateral damage to tissue
adjacent to the targeted tissue, significant post-operative pain and increased patient recovery times. Coblation continues to gain widespread market acceptance, particularly for tonsil and
adenoid procedures.



The ENT Wands Product Line.ENT has developed a variety of products for use by ENT surgeons for general head, neck and oral surgical
procedures,
including sinus surgery, the treatment of snoring, reduction of nasal turbinates, and adenoid and tonsil removal. ENT markets three categories of disposable devices, or wands, to address the ENT
Marketsuction wands, channeling wands and excision wands, each of which use Coblation technology to provide significant benefits over bovies and similar devices. During a tonsillectomy,
suction wands simultaneously ablate and remove tissue providing the surgeon enhanced visibility and shortening anesthesia time. Channeling wands provide controlled ablation with effective hemostasis
control to minimize bleeding during turbinate reduction

6

---



Table of Contents

procedures,
which relieve nasal obstructions and stiffen the soft palate for the treatment of snoring. Excision wands provide precise dissection of soft tissue with minimal damage to surrounding
tissue.

The Rapid Rhino® Product Line.In 2005, we completed the purchase of substantially all of the assets of Applied
Therapeutics, Inc., or ATI, a maker of sinus surgery treatment products, that are complementary to our ENT devices. ATI's carboxymethyl-cellulose based packing and tamponade products are used
in situations of significant nosebleed, or epistaxis, treatments which are treated in an emergency room setting or surgicenter. Our Rapid Rhino product line includes the dissolvable Stammberger Sinus
Dressing and Sinu Knit, which are used after endoscopic sinus surgery to control minor bleeding, facilitate epithelial healing and preserve the spatial integrity of the sinus area. Our Rapid Rhino
product line also includes epistaxis balloon tamponade products, which are used primarily in the hospital emergency room environment to control chronic nosebleeds.

Our Spine Business Unit



Our Spine business unit focuses on the development, production and marketing of surgical products used in the treatment of
spine-related conditions, and accounted for 6.5 percent, 7.7 percent and 8.2 percent of our product sales during 2009, 2008 and 2007, respectively. The spine surgery market is a
rapidly growing subset of the orthopedic surgery market. Spinal surgery
may arise from problems associated with the intervertebral discs or vertebrae. Discs function to cushion and tether the vertebrae and facilitate flexibility and stability. Intervertebral discs are
susceptible to degeneration (which can weaken the shock absorption properties of the disc and result in pinched nerves) and herniation where the disc bulges or ruptures. Bulging or ruptured discs can
result in pain in the back and throughout the body and, if severe and untreated, may result in partial paralysis. It is estimated that 350,000 total or partial discectomies to treat disc herniation
are performed annually in the U.S.

Treatment
of herniation typically involves the removal of part of the disc using a procedure known as a partial or microdiscectomy. In more severe cases, vertebrae adjacent to the
herniated disc must be stabilized following excision of disc material and a spinal fusion procedure is performed. Spinal fusion involves the insertion of a graft or implant into the space left by the
removal of the degenerative disc. This process allows the bone to grow through and around the graft or implant, fusing the vertebrae and alleviating the pain. More recently, a process known as
arthroplasty, which involves the surgical replacement of a herniated disc with implantation of an artificial disc, has been introduced to preserve the natural motion of the spine and lead to faster
recovery than standard fusion procedures. However, reimbursement has not been well established for these disc replacement procedures so less invasive options remain popular.



SpineWand® Product Line.The SpineWand devices use Coblation-based technology to treat soft tissue (intervertebral disc) conditions
in
the spine. Disc decompression, a common soft tissue minimally-invasive treatment for herniated discs, involves the removal of disc material either through a narrow tube, or cannula, using
x-ray technology for guidance or through a minimal surgical incision. Ongoing clinical studies are evaluating minimally invasive disc decompression as an alternative to current forms of
standard care for certain indications associated with this condition. Our Plasma Disc Decompression, or PDD, SpineWands are products for the treatment of contained herniated discs. The PDD SpineWands
remove portions of these herniated discs to relieve pressure on major spinal nerves and are designed for use in both large and small disc spaces, as well as for treatments requiring the removal of
soft tissue in the spine through a much smaller incision rather than through a cannula. Our Cavity SpineWand®is used to reduce the size of
malignant lesions within the vertebrae in patients suffering from spinal compression fractures resulting from benign and malignant tumors.

7

---



Table of Contents

The Parallax® Product Line.In 2004, we completed the acquisition of Medical Device Alliance, Inc. and its majority-owned
subsidiary, Parallax Medical, a leader in products for the minimally invasive treatment of vertebral compression fractures. It is estimated that 750,000 Americans currently suffer from vertebral
compression fractures, which are caused by osteoporosis, trauma or metastatic disease. Approximately 250,000 of these patients are treated annually. The Parallax product line includes needles for
vertebral access and bone biopsy, cement delivery systems, bone cement with opacifiers and ancillary devices; all of which permit minimally invasive repair of vertebral compression fractures. In
mid-2008, we introduced Contour®, a mechanical device that is used to compress fragile bone or displace bone in the vertebral
body through mechanical force.

Reimbursement Assistance Services

Beginning in the fourth quarter of 2005, DiscoCare, Inc., or DiscoCare, an independently owned medical device distributor and
reimbursement service provider, purchased SpineWand products from us and sought reimbursement for the wands on a "carve-out" or "stand-alone" basis. DiscoCare provided the products to its
customers generally at no charge in exchange for either (i) an assignment of the right to bill private third-party insurance companies and other payors for the product or (ii) a letter
of protection or attorney's lien in a personal injury case for separate reimbursement of the product. DiscoCare originally distributed our SpineWand products on a limited geographical basis. DiscoCare
approached us about distributing the SpineWands pursuant to this "carve-out" or "stand-alone" model and providing reimbursement services to customers on a national basis, and in the fourth
quarter of 2006, our agreement was amended to provide DiscoCare with national distribution and reimbursement services rights and to require us to pay a service fee to DiscoCare.

In
June 2007, we established a new, wholly-owned subsidiary, Device Reimbursement Services, or DRS, which in the fourth quarter of 2007 began to sell our Sports Medicine products,
generally at discounted prices, in exchange for an assignment of the right to bill private third-party insurance companies and other payors for our products upon completion of a procedure using our
products.

On
December 31, 2007, we acquired all of the common stock of DiscoCare from its sole shareholder. In connection with the DiscoCare transaction, we paid $25.0 million in
cash and agreed to additional contingent consideration, the amount and timing of which was dependent on the future performance of the DiscoCare business, adoption of favorable coverage decisions by
third party insurers and the former
sole-shareholder complying with a five-year non-compete agreement. We have accounted for this $25.0 million payment as a settlement of our preexisting
agreement with DiscoCare and recognized this amount as a charge in our 2007 consolidated statement of operations. Additionally, we accrued $0.8 million in our 2007 consolidated statement of
operations related to the non-compete agreement as we determined that payment of this contingent consideration was probable and provided us no future benefit.

After
the acquisition of DiscoCare, we continued to sell products and provide reimbursement services through our DiscoCare and DRS subsidiaries until the fourth quarter of 2008, when
DiscoCare ceased accepting letters of protection in personal injury cases and making any further claims to healthcare carriers. All other claims submission by DiscoCare and DRS ceased in the first
quarter of 2009 and the subsidiaries have continued to engage in an orderly wind down of their business operations.

Our Customers and Competition

Our primary customers across all of our business units are surgeons and other specialized medical professionals who utilize our
products to treat their patients. Our primary competitors across all of our business units include Medtronic, Inc., Smith & Nephew, Stryker Corporation, Johnson & Johnson,

8

---



Table of Contents

Cardinal
Health/Allegiance, Olympus (through its subsidiary Gyrus), Arthrex, Inc. and Cook Medical. These competitors tend to be large, well-financed companies with diverse product
lines.

In
addition, we are aware of several small companies offering alternative treatments for back pain that may indirectly compete with our Spine products. In the Sports Medicine market, we
also compete directly with competitors to whom we have licensed our technology for limited fields of use.

For
additional discussion of the risks and considerations concerning our competition, see "Part IItem 1ARisk Factors."

Our Distribution Network



We sell our products in the Americas through a network of direct sales representatives, independent orthopedic sales agents and
independent orthopedic distributors supported by our regional sales managers. Sales in the Americas accounted for 73.2 percent, 74.0 percent and 75.8 percent of our total product
sales during 2009, 2008 and 2007, respectively. As of December 31, 2009, our direct sales network in the Americas was comprised of 176 direct sales representatives. We supplement our direct
sales representatives with third-party agents and distributors. The ratio of direct sales representatives and independent sales agents and distributors varies based on the product being sold and the
development of individual markets. For example, in the U.S., we rely exclusively on direct sales representatives for our ENT products due in part to the higher degree of specialized knowledge required
to sell the products and the more limited availability of qualified distributors or agents in the market to which these products are sold. We continually evaluate the balance between direct sales
representatives, independent agents and distributors in an effort to maximize the coverage and efficiency of our product sales platform. For the year ended December 31, 2009, approximately
48 percent of Americas product sales were from direct sales representatives and the remainder was from independent sales agents or distributors.



We also market and sell our products in countries outside of the Americas, which accounted for 26.8 percent, 26.0 percent
and 24.2 percent of our total product sales during 2009, 2008 and 2007, respectively. Our international sales efforts are focused on current key markets where we sell direct, including several
countries in Western Europe and Australia, as well as strategic growth markets, including India, China and Russia where we work primarily through our distributors. We expect that our strategic growth
markets will develop into key markets for our products in the future.

Historically
our international sales efforts were primarily dependent on third-party distributors and we typically utilize third-party distributors to enter new markets. For the year
ending December 31, 2009, approximately 65 to 70 percent of international sales were derived from direct sales representatives and independent sales agents through whom we are able to
manage the relationship with our end customers and the remainder is through distributors.

Geographic Information

For financial reporting purposes, net sales and long-lived assets attributable to significant geographic areas are
presented in Note 17, "Segment Information" in the notes to the consolidated financial statements.

Research and Development

We conduct significant research and development activities in the U.S. on three campuses in Irvine and Sunnyvale, California and
Austin, Texas. Research and development expenses as reported includes

9

---



Table of Contents

experimental
research, new product development, process engineering, regulatory affairs and clinical studies and were 10.9 percent, 10.4 percent and 10.1 percent of our total net
revenues during 2009, 2008 and 2007, respectively. Our efforts are focused on:



We
continue to explore and develop the plasma physics underlying our Coblation technology and evaluate the use of our technology in new fields of treatment. We are engaged with a number
of doctors, scientists and research institutions to further understand the technology and its additional applications and other technical improvements.

To
facilitate our research and development efforts, we routinely receive feedback from the physicians who use our products and consult with our Scientific Advisory Boards, which are
comprised of respected and experienced physicians and surgeons who advise us on our products, current and prospective, and other areas relating to our medical devices. These medical professionals are
valued contributors and advisors to our research and development process and allow us to achieve significant and innovative strides in our product development.

Manufacturing and Supply

Our products are primarily manufactured at our facility located in San Jose, Costa Rica. In 2003, we transformed our primary Sunnyvale
facility from a general manufacturing facility to a facility with a primary focus on research, development and prototype manufacturing. In 2005, the lease for the Sunnyvale facility was extended
through February 2014. Approximately 50 percent of this facility is devoted to research and new product development. We believe our existing operations will provide adequate capacity for our
manufacturing needs at least through 2010.

We
have established manufacturing process and quality assurance systems in conformance with the International Organization for Standardization's ISO 13485:2003 standard, the FDA's
Quality System Regulation, 21 CFR 820 and we are certified under the Canadian Medical Devices Conformity Assessment System. Our facilities are in conformance with domestic and international regulatory
requirements that apply to medical device manufacturers and routinely are subject to audits by U.S. Food and Drug Administration, or FDA, Technischer Überwachungs-Verein, or TUV, a
Notified Body per the Medical Device Directive for the European Union, and other regulatory agencies representing countries such as Japan and Brazil.

Our
products are manufactured from several components, most of which are supplied to us from third parties. Most of the components we use in the manufacture of our products are available
from more than one qualified supplier. For some components, however, there are relatively few alternative sources of supply and the establishment of additional or replacement suppliers may not be
accomplished quickly. In isolated cases, we rely upon single source suppliers. In such cases, a disruption of our single supply source could materially affect and disrupt our ability to manufacture
and distribute certain of our products. Due to regulatory and other requirements regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources
for these certain components or materials. Generally, we have been able to obtain adequate supplies of such raw materials and components. We also primarily use a single subcontractor located in Costa
Rica to sterilize our disposable devices. As part of an agreement with this subcontractor in which we loaned the

10

---



Table of Contents

subcontractor
a majority of the funds necessary to construct their Costa Rican sterilization facility, we receive guaranteed processing times on their sterilization services. While we have alternate
product sterilization service providers, a significant disruption to the primary sterilization provider could temporarily impact the company's ability to supply products in a timely manner. Disruption
of these supply sources, and our inability to develop alternative sources for such supply, would result in a material disruption of our ability to sell this line of products for an extended time
period and could adversely affect our operations.

DHL
Worldwide Express, Inc. is a significant provider of logistic services, including warehousing of finished goods and a variety of transportation services. The company primarily
utilizes FedEx Corporation as the provider of transportation services associated with the shipment of finished products to customers and field returns in North America. Shipment of finished products
outside of North America and the transportation of raw materials and other production related shipments are handled by a variety of third party common carriers based on a competitive sourcing process.
The providers of these services change from time to time and there are alternate sources of these services should any single provider prove unable to supply contracted services. The complex nature of
the underlying support technologies utilized to exchange critical product information with these third party transportation providers, such as "Electronic Data Interchange," has, at times, caused
disruptions in our ability to deliver products to customers on a timely basis. Failure of these supporting systems could impair our business for the duration of the failure.

Patents and Proprietary Rights

Our ability to compete effectively depends in part on developing and maintaining the proprietary aspects of our technologies, including
Coblation technology and our acquired technologies. We own over 190 issued U.S. patents and over 150 issued international patents. In addition, we have over 160 U.S. and international pending
patent applications. We believe our issued patents are directed at, among other things, the core technology used in our soft-tissue surgery systems, including both multi-electrode and
single electrode configurations of our disposable devices, as well as the use of Coblation technology in many different surgical procedures. In addition,
our issued patents are directed at many of the core features of our acquired technologies from Opus, Atlantech, Parallax and ATI. Our earliest Coblation patents begin to expire in 2012. The majority
of our royalty income is associated with licenses that include core Coblation patent rights which extend through the end of 2014.

See
"Part IItem 1ARisk Factors" and Intangible Asset information outlined in Note 7, "Goodwill and Intangible Assets" in the notes to the
consolidated financial statements for additional information.

Government Regulation



Our products are considered medical devices and are subject to extensive regulation in the U.S. We must comply with FDA regulations to
market our products or obtain pre-market clearance or approval by the FDA for each of our products and indications before they can be commercialized.

FDA
regulations are wide-ranging and govern, among other things: product design and development; product testing; product labeling; product storage; premarket clearance or
approval; advertising and promotion; and product sales and distribution. Non-compliance with applicable regulatory requirements can result in enforcement action, which may include: warning
letters; fines, injunctions and civil penalties against us; recall or seizure of our products; operating restrictions, partial suspension or total shutdown of our production; refusing our requests for
premarket clearance or approval of new products; withdrawing product approvals already granted; and criminal prosecution.

11

---





Table of Contents

Unless an exemption applies, generally, before we can introduce a new medical device into the U.S. market, we must obtain FDA clearance of a 510(k) premarket
notification or obtain premarket approval. If we can establish that our device is "substantially equivalent" to an existing device for which the FDA has not called for premarket approvals, we may seek
clearance from the FDA to market the device by submitting a 510(k) premarket notification. The 510(k) premarket notification requires the support of appropriate data, including, in some cases,
clinical data establishing the claim of substantial equivalence to the satisfaction of the FDA. Where product is not deemed as substantially equivalent to an existing device, a more rigorous premarket
approval process is required. This second process requires us to independently demonstrate that the new medical device is safe and effective by collecting data regarding design, materials, bench and
animal testing, and human clinical data for the medical device. Once the FDA determines there is reasonable assurance that the medical device is safe and effective, the FDA will authorize the device's
commercial release. The premarket approval process is much more detailed, time-consuming and expensive than the 510(k) process.

We
have received 510(k) clearance to the extent we believe it is required for all of our products for a variety of indications.

We
strive to ensure that our products not requiring clearance meet our manufacturing and quality guidelines and standards to the same extent as if clearance were required.

For
additional discussion of the risks and considerations surrounding our business in the context of our regulatory environment, see
"Part IItem 1ARisk Factors."



International sales of our products are subject to strict regulatory requirements. The regulatory review process varies from country to
country. The member countries of the European Union, or EU, have adopted the European Medical Device Directives, which create a single set of medical device regulations for all EU member countries.
These regulations require companies that wish to manufacture and distribute medical devices in EU member countries to obtain Conformitè Europèenne Marking, or CE Mark,
for their products. We have authorization to apply the CE Mark to substantially all of our products. Additionally, we have obtained regulatory clearance to market our key products throughout other
countries.



The demand for our products is highly dependent on the policies of third-party payors such as Medicare, Medicaid, and private insurance
and managed care organizations that reimburse our customers when they use our products. If coverage or payment policies of these third-party payors are revised in light of increased efforts to control
healthcare spending or otherwise, the amount we may charge or the demand for our products may decrease. Government programs, including Medicare and Medicaid, private healthcare insurance and
managed-care plans have attempted and continue to attempt to control costs by limiting the amount of reimbursement they will pay for particular procedures or treatments. This practice has
increased price sensitivity among certain customers for our products. Additionally, some third-party payors require approval of coverage for new or innovative devices or therapies before they will
reimburse healthcare providers who use the medical devices or therapies. Even though a new medical device may have been approved for commercial distribution, we may find limited demand for the device
until reimbursement approval has been obtained from governmental and private third-party payors. In the U.S., we believe that healthcare reform legislation proposals will most likely remain focused on
reducing the cost of healthcare and that efforts by private payors to contain costs through managed care and other methods will continue in the future as efforts to reform the healthcare system
continue. We believe we are well positioned to respond to changes resulting from the worldwide trend toward cost containment due to our manufacturing efficiencies and

12

---



Table of Contents

cost
controls. However, it is difficult for us to predict the potential impact of cost containment trends on future operating results due to uncertainty that remains regarding future legislation.

Federal
healthcare laws apply when we or our customers submit claims for items or services that are reimbursed under Medicare, Medicaid or other federally funded healthcare programs. The
principal federal laws include: (1) the False Claims Act which prohibits the submission of false or otherwise improper claims for payment to a federally-funded healthcare program;
(2) the Anti-Kickback Statute which prohibits offers to pay or receive remuneration of any kind for the purpose of inducing or rewarding referrals of items or services reimbursable
by a Federal healthcare program; (3) the Stark law which prohibits physicians from referring Medicare or Medicaid patients to a provider that bills these programs for the provision of certain
designated health services if the physician (or a member of the physician's immediate family) has a financial relationship with that provider; and (4) healthcare fraud statutes that prohibit
false statements and improper claims with any third-party payor. Often similar state false claims, anti-kickback, anti-self referral and insurance laws also apply to claims
submitted under state Medicaid or state funded healthcare programs. In addition, the U.S. Federal Corrupt Practices Act can be used to prosecute companies in the U.S. for arrangements with physicians,
or other parties outside the U.S. if the physician or party is a government official of another country and the arrangement violates the law of that country.

The
laws applicable to us are subject to change and to evolving interpretations. To help assure more consistent business practices, we are actively implementing a
corporate-wide compliance program to enable consistent business practices throughout our business areas in conformity with applicable laws and regulations. However, if a governmental
authority were to conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to significant criminal and civil penalties including
substantial penalties, fines and damages, and exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid.

Impact of Business Outside of the U.S.

Our operations in countries outside the U.S. are accompanied by certain financial and other risks. Relationships with customers and
effective terms of sale vary by country, often with longer payment terms on receivables than are typical in the U.S. Currency exchange rate fluctuations can affect net sales from, and profitability
of, our operations outside the U.S. See "Part IIItem 7AQuantitative and Qualitative Disclosures About Market Risk" and Note 17, "Segment Information" in
the notes to the consolidated financial statements. In addition, the repatriation of certain earnings of our foreign operations may result in U.S. tax cost of approximately $6.1 million.

Product Liability Risk and Insurance Coverage

The development, manufacture and sale of medical products entail significant risk of product liability claims. We cannot assure you
that our current product liability insurance coverage limits are adequate to protect us from any liabilities we might incur in connection with the development, manufacture and sale of our products. In
addition, we may require increased product liability coverage as products are successfully commercialized in additional applications. Product liability insurance is expensive and in the future may not
be available to us on acceptable terms, if at all. A successful product liability claim or series of claims brought against us in excess of our insurance coverage could have a material adverse effect
on our business, financial condition, results of operations and our ability to attract and retain customers for our products.

Employees

At December 31, 2009 we had 1,363 employees. In North America, we had 459 employees, of which 22 were engaged in
manufacturing-related activities, 113 in research and development, process

13

---



Table of Contents

engineering,
and clinical affairs activities, 196 in sales and marketing activities, 55 in regulatory affairs and quality assurance, and 73 in administration and finance. In Europe, we had 179
employees in sales and marketing, customer service, manufacturing, regulatory affairs, and administration and finance who are responsible for our international business. In Asia Pacific we had 19
employees engaged in sales and marketing activities and administration and finance activities. In Costa Rica, we had 706 employees engaged in manufacturing and administration and finance. We have no
employees covered by collective bargaining agreements, and we believe we maintain good relations with our employees.

Where You Can Find Additional Information

We maintain an internet website at www.ArthroCare.com. On our website, we make available, free of charge, the following filings as soon
as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q,
our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, or the
Exchange Act. You may also read and copy any materials that we file with
the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our reports, proxy statements and other documents filed electronically with the SEC are available at the website maintained by the SEC at
www.sec.gov.

Forward Looking Statements

This Annual Report may include "forward-looking" statements. Forward-looking statements broadly involve our current expectations or
forecasts of future results. Our forward-looking statements generally relate to our growth and growth strategies, financial results, product development, regulatory approvals, competitive strengths,
intellectual property rights, litigation and tax matters, mergers and acquisitions, market acceptance of our products, accounting estimates, financing activities, ongoing contractual obligations and
sales efforts. Such statements can be identified by the use of terminology such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "possible," "project,"
"should," "will" and similar words or expressions.

For
more information about the nature of forward-looking statements and risks that could affect our future results and the disclosure provided in this Annual Report, please see
"Part IItem 1ARisk Factors" and Exhibit 99.1Forward-Looking Statements, which is incorporated herein by reference.

ITEM 1A.    RISK FACTORS

This section identifies specific risks that should be considered carefully in evaluating our business. Any of these risks could
adversely affect our business, results of operations or financial condition. Although we believe that these risks represent the material risks relevant to us, our business and our industry, new
material risks may emerge that we are currently unable to predict. As a result, this description of the risks that affect our business and our industry is not exhaustive. The risks discussed below
could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in Exhibit 99.1 Forward-Looking
Statements.

Material weaknesses and other control deficiencies relating to our internal control over financial reporting could result in errors in our reported results and could have a
material adverse effect on our operations, investor confidence in our business and the trading prices of our securities.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its
inherent limitations. Internal control over financial reporting is a

14

---



Table of Contents

process
that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though
not eliminate, the risk.

Management's
assessment of our internal control over financial reporting as of December 31, 2009 concluded that our internal control over financial reporting was not effective and
that material weaknesses existed. Until these material weaknesses and other control deficiencies are remediated, they could lead to errors in our reported financial results and could have a material
adverse effect on our operations, investor confidence in our business and the trading prices of our securities.

As
described in "Part IIItem 9AControls and Procedures" we are currently in the process of remediating our identified material weaknesses.
Management's continuing evaluation and work to enhance our internal control over financial reporting will require the dedication of additional resources and management time and expense. If we fail to
establish and maintain adequate internal control over financial reporting, including any failure to implement remediation measures and enhancements for internal controls, or if we experience
difficulties in their implementation, our business, financial condition and operating results could be harmed.

Any
material weakness or unsuccessful remediation could affect investor confidence in the accuracy and completeness of our financial statements. As a result, our ability to obtain any
additional financing, or additional financing on favorable terms, could be materially and adversely affected, which in turn could materially and adversely affect our business, our strategic
alternatives, our financial condition and the market value of our securities. In addition, perceptions of us among customers, lenders, investors, securities analysts and others could also be adversely
affected. Current material weaknesses or any weaknesses or deficiencies identified in the future could also hurt confidence in our business and the accuracy and completeness of our financial
statements, and adversely affect our ability to do business with these groups.

We
can give no assurances that the measures we have taken to date, or any future measures we may take, will remediate the material weaknesses identified or that any additional material
weaknesses will not arise in the future due to our failure to implement and maintain adequate internal control over financial reporting. In addition, even if we are successful in strengthening our
controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or ensure the fair and accurate presentation of our financial statements included in
our periodic reports filed with the SEC.

A failure to remain current in our filings may have material impacts on our business and liquidity

If we are not able to remain current in our filings with the SEC, we will face several adverse consequences and restrictions. We will
not be able to have a registration statement under the Securities Act of 1933, covering a public offering of securities, declared effective by the SEC, or make offerings pursuant to existing
registration statements; we will not be able to make an offering to any purchasers not qualifying as "accredited investors" under certain "private placement" rules of the SEC under
Regulation D; we will not be eligible to use a "short form" registration statement on Form S-3 for a period of at least 12 months after the time we become current in
our periodic and current reports under the Securities Exchange Act of 1934, as amended; we will not be able to deliver the requisite annual report and proxy statement to our stockholders to hold our
annual stockholders meeting; our employees cannot be granted stock options, nor will they be able to exercise stock options registered on Form S-8, because
Form S-8 would not be available to us; and our common stock may be delisted from

15

---



Table of Contents

The
Nasdaq Stock Market. These restrictions may impair our ability to raise funds in the public markets, should we desire to do so, and to attract and retain employees.

The Review and resulting restatement, SEC and U.S. Department of Justice (DOJ) investigations and other investigations, legal and administrative proceedings have increased
our costs and could result in fines, injunctions, orders, and penalties which could materially adversely affect our business, financial condition, results of operations, and liquidity.

We are involved in ongoing material legal proceedings. See "Part IItem 3Legal Proceedings."
These proceedings and other legal actions may harm our business or liquidity in the future. The actions currently pending result primarily from matters relating to our restatement and Review and from
intellectual property related litigation and claims.

We
have incurred substantial cost and expenses for legal and accounting services due to the Review and resulting SEC and DOJ investigations. These matters will likely continue to divert
our management's time and attention and cause us to continue to incur substantial costs and expenses. Such investigations can also lead to fines or injunctions or orders with respect to future
activities. We could incur substantial additional costs to defend and resolve litigation, investigations or proceedings arising out of or related to these matters. In addition, we could be exposed to
enforcement or other actions with respect to these matters by the SEC's Division of Enforcement, the DOJ or other federal or state agencies. At this point, we are unable to predict the duration, scope
or result of these investigations or whether any of these agencies will commence any legal action. Any such investigations may result in us being subject to criminal and civil penalties and other
remedial measures, which could have an adverse impact on our business, results of operations, financial condition and liquidity.

In
connection with our pending legal proceedings, including any further litigation that is pursued or other relief sought by persons asserting claims for damages allegedly resulting from
or based on the restatement or related events, we will incur defense costs that may exceed our insurance coverage. We may also incur costs if the insurers of our directors and our liability insurers
deny coverage for the costs and expenses related to any litigation.

Many
of our pending legal proceedings are in the early stages and we cannot predict their outcomes. However, irrespective of the outcomes, we may incur substantial costs, including
defense and indemnity costs, and these matters may divert the attention of our technical and management personnel, which could materially harm our business. Moreover, if we do not prevail in any such
actions, we could be required to pay substantial damages or settlement costs. Adverse outcomes or other developments during the course of litigation or other proceedings may harm our business,
financial condition, results of operations or liquidity as well as investors' perception of our business, any of which could harm our stock price.

Our failure to comply with extensive government regulations could subject us to penalties and materially adversely affect our business, results of operations and financial
condition.

Our medical device products and operations are subject to extensive regulation by the FDA and various other federal, state and foreign
governmental authorities. Government regulations and foreign requirements specific to medical devices are wide ranging and govern, among other things: design, development and manufacturing; testing,
labeling and storage; clinical trials; product safety; marketing, sales and distribution; pre-market clearance and approval; record keeping procedures; advertising and promotions; recalls
and field corrective actions; post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious
injury; and product import and export.

The
FDA and other governmental authorities have broad enforcement powers, and our failure to comply with these regulatory requirements could result in governmental agencies or a court
taking

16

---



Table of Contents

action,
including any of the following, which would adversely affect our business: issuing public warning letters to us; imposing fines and penalties on us; obtaining an injunction preventing us from
manufacturing or selling our products; bringing civil or criminal charges against us; delaying the introduction of our products into the market; delaying pending requests for clearance or approval of
new uses or modifications to our existing products; recalling, detaining or seizing our products; or withdrawing or denying approvals or clearances for our products.

If we fail to comply with complex and rapidly evolving laws and regulations, we could suffer civil and criminal penalties, be required to pay substantial damages and make
significant changes to our products and operations.

During the past several years, the U.S. health care industry has been subject to an increase in governmental regulation at both the
federal and state levels. We are subject to numerous federal and state regulations. As part of our internal compliance program, we review our sales and marketing materials, contracts and programs with
counsel, and require employees and marketing representatives to participate in regular training. We also have adopted and train our personnel on the code of conduct for Interactions with Health Care
Professionals promulgated by the Advanced Medical Technology Association, or AdvaMed, a leading trade association representing medical device manufacturers. Most recently, we amended our Code of
Business Conduct and Ethics (the "Code of Ethics") in August 2009. Originally adopted in 2004 to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of
2002, the Code was amended to qualify as well as a "code of conduct" under the current Federal Sentencing Guidelines and "Compliance Program Guidance for Pharmaceutical Manufacturers" 68 FR 23731
(May 5, 2003) applicable to medical device companies as published by the Office of Inspector General for the Department of Human Services. The Code of Ethics applies to all of our directors,
officers, employees and agents. It also serves as an essential element of our Corporate Compliance Program, as announced in August 2009. However, we can give no assurances that our compliance program
will ensure that the Company is in compliance with existing or future applicable laws and regulations. If our compliance program fails to meet its objectives, or if we otherwise fail to comply with
existing or future applicable laws and regulations, we could suffer civil or criminal penalties. We devote significant operational and managerial resources to comply with these laws and regulations.
Different interpretations and enforcement policies of these laws and regulations could subject our current practices to allegations of impropriety or illegality or could require us to make significant
changes to our products and operations. In addition, we cannot predict the impact of future legislation and regulatory changes on our business or assure you that we will be able to obtain or maintain
the regulatory approvals required to operate our business.

Our accounting policies and methods require management to make judgments and estimates about matters that are inherently uncertain, which may result in our actual results
differing significantly from those generated by our judgments and estimates.

Our accounting policies and methods require management to exercise judgment in applying many of these accounting policies and methods
so that these policies and methods comply with generally accepted accounting principles in the U.S., or GAAP, and reflect management's judgment of the most appropriate manner to report our financial
condition and results of operations. See Note 3, "Summary of Significant Accounting Policies" in the notes to the consolidated financial statements for a description of our significant
accounting policies.

17

---



Table of Contents

The accounting policies we have identified as critical to the presentation of our financial condition and results of operations are described in
"Part IIItem 7Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and Estimates." We
believe these policies are critical because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain at the end of a period and because
of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. Due to the complexity of these critical accounting policies, our
accounting methods relating to these policies involve substantial use of estimates. Estimates are inherently imperfect predictors of actual results because they are based on assumptions, including
assumptions about future events. Our estimates may not include assumptions that reflect very positive or very negative market conditions and, accordingly, our actual results could differ significantly
from those generated by our estimates. As a result, the estimates that we use to prepare our financial statements, as well as our estimates of our future results of operations, may be significantly
inaccurate.

We may be the subject of federal and state government civil and criminal enforcement efforts against health care companies, which could result in civil and/or criminal
penalties which could have a material negative impact on our operations and financial condition.

In addition to uncertainties surrounding coverage policies, both federal and state government agencies have heightened civil and
criminal enforcement efforts against health
care companies, as well as their executives and managers. These efforts generally relate to a wide variety of matters, including referral and billing practices, and implicate a variety of state and
federal laws, including state insurance fraud provisions, common law fraud theories, as well as both state and federal fraud-and-abuse, anti-kickback, and false
claims statutes. Although we no longer directly bill any payor, some of our prior activities could become the subject of additional governmental investigations or inquiries. If we do not comply with
the laws and regulations relevant to our business, we could be subject to civil and/or criminal penalties which could have a material negative impact on our operations and financial condition.

We are, and may in the future be, subject to intellectual property claims, which are costly to defend, could require us to pay damages and could limit our ability to use
certain technologies in the future.

The medical device industry has been characterized by extensive litigation regarding patents and other intellectual property rights,
and companies in the medical device industry have employed intellectual property litigation to gain a competitive advantage.

We
cannot assure you that we will not become subject to additional patent infringement claims or other litigation, including interference proceedings declared by the U.S. Patent and
Trademark Office, or USPTO, to determine the priority of inventions. The defense and prosecution of intellectual property lawsuits generally, USPTO reexamination and interference proceedings and
related legal and administrative proceedings, are costly and time-consuming. If other parties violate our proprietary rights, further litigation may be necessary to enforce our patents, to
protect trade secrets or know-how we own or to determine the enforceability, scope and validity of the proprietary rights of others. Any litigation or reexamination or interference
proceedings will be costly and cause significant diversion of effort by our technical and management personnel.

An
adverse determination in existing litigation, additional litigation or reexamination or interference proceedings to which we may become a party could subject us to significant
liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease using certain technology. Furthermore, we cannot assure you that we could obtain
necessary licenses on satisfactory terms, if at all. Adverse determinations in judicial or administrative proceedings or failure to obtain necessary licenses could prevent us from manufacturing and
selling our products, which would

18

---



Table of Contents

have
a material adverse effect on our business, financial condition, results of operations, and future growth prospects.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, business, financial condition, results of operations
and future growth prospects.

Our ability to compete effectively depends in part on developing and maintaining the proprietary aspects of our Coblation technology
and our acquired technologies. We believe that our issued patents are directed at the core technology used in our soft-tissue surgery systems, including both multi-electrode and single
electrode configurations of our disposable devices, as well as the use of Coblation technology in specific surgical procedures. In addition, we believe that our issued patents are directed at many of
the core features of our acquired technologies from Opus, Parallax, Atlantech and ATI. Our earliest Coblation patents begin to expire in 2012. The majority of our royalty income is associated with
licenses that include core Coblation patent rights which extend through the end of 2014.

There
is no assurance that the patents we have obtained, or any patents we may obtain as a result of our pending U.S. or international patent applications, will provide any competitive
advantages for our products. We also cannot assure investors that those patents will not be successfully challenged, invalidated or circumvented prior to their expiration. In addition, we cannot
provide assurance that competitors, many of which have substantial resources and have made substantial investments in competing technologies, have not already applied for or obtained, or will not seek
to apply for and obtain, patents that will prevent, limit or interfere with our ability to make, use and sell our products either in the U.S. or in international markets. In Sports Medicine, many of
our competitors have licensed our technology for limited fields of use. Patent applications are maintained in secrecy for a period after filing. We may not be aware of all of the patents and patent
applications potentially adverse to our interests.

A
number of medical device and other companies, universities and research institutions have filed patent applications or have issued patents relating to monopolar and/or bipolar
electrosurgical methods and apparatus. We have received, and we may receive in the future, notifications of potential conflicts of existing patents, pending patent applications and challenges to the
validity of existing patents. In addition, we have become aware of, and may become aware of in the future, patent applications and issued patents that relate to our products and/or the surgical
applications and issued patents and, in some cases, have obtained internal and/or external opinions of counsel regarding the relevance of certain issued patents to our products. We do not believe that
our products currently infringe any valid and enforceable claims of the issued patents that we have reviewed. However, if third-party patents or patent applications contain claims infringed by our
technology and such claims are ultimately determined to be valid, we may not be able to obtain licenses to those patents at a reasonable cost, if at all, or be able to develop or obtain alternative
technology. Our inability to do either would have a material adverse effect on our business, financial condition, results of operations and future growth prospects. We cannot assure investors that we
will not have to defend ourselves in court against allegations of infringement of third-party patents, or that such defense would be successful.

In
addition to patents, we rely on trade secrets and proprietary know-how, which we seek to protect, in part, through confidentiality and proprietary information agreements.
We require our key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. These agreements generally provide that
all confidential information, developed or made known to the individual during the course of the individual's relationship with us, is to be kept confidential and not disclosed to third parties. These
agreements also generally provide that inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. We cannot assure investors that employees will
not breach such agreements, that we would have adequate remedies for any breach or that our trade secrets will not otherwise become known to or be independently developed by competitors.

19

---



Table of Contents

We will require a significant amount of cash to fund our working capital needs and planned expenditures. Our ability to generate cash depends on many factors beyond our
control.

In September 2009, we terminated our revolving Credit Agreement, which was in default. In the absence of a credit facility as a
possible source of liquidity, our ability to meet our working capital needs and to fund capital expenditures will depend on our ability to generate cash from operations and effectively manage our cash
balances. This is subject to general economic, financial, competitive and other factors that may be beyond our control. We are unable to predict the outcome of ongoing litigation and investigations to
which we are a party and these matters could have a material adverse effect on our liquidity and cash flows. See "Part IItem 3Legal Proceedings." We expect that
our cash flows from operations together with cash on hand will be sufficient to satisfy our short-term and, excluding the uncertainty related to the ongoing litigation and investigations
to which we are a party, long-term normal operating liquidity requirements; however, we cannot assure you that our business will generate sufficient cash flow from operations in an amount
sufficient to enable us to fund our other liquidity needs.

As
a result, from time to time, we may be required to seek financing from alternative sources. In light of the current capital and credit market disruption and volatility, we cannot
assure you that such alternative funding will be available to us on terms and conditions acceptable to us, or at all.

In
addition, we maintain deposit accounts with numerous financial institutions around the world in amounts that exceed applicable governmental deposit insurance levels. As a result of
the same considerations that led to the termination of our Credit Agreement, we were required to transition our cash management services in the U.S. to another financial institution, which may result
in significant business disruption if not effectively transitioned. While we actively monitor our deposit relationships, the unanticipated failure of a financial institution in which we maintain
deposits could cause us to suffer losses that could materially harm our results of operations and financial condition.

We may not be able to keep pace with technological change or successfully develop new products with wide market acceptance, which could cause us to lose business to
competitors.

We compete in a market characterized by rapidly changing technology. We may not be able to keep pace with technology or to develop
viable new products. Our future financial performance will depend in part on our ability to develop and manufacture new products in a cost-effective manner, to introduce these products to
the market on a timely basis, and to achieve market acceptance of these products. Factors which may result in delays of new product introductions or cancellation of our plans to manufacture and market
new products include capital constraints, research and development delays, and delays in acquiring regulatory approvals. Our new products and new product introductions may fail to achieve expected
levels of market acceptance. Factors impacting the level of market acceptance include our ability to successfully implement new technologies, the timeliness of our product introductions, our product
pricing strategies, our available financial and technological resources for product promotion and development, our ability to show clinical benefit from our products, and the availability of
reimbursement for our products as discussed in the risk factor titled "Changes in coverage and reimbursement for procedures using our products could affect physicians" above.

The markets for our products are intensely competitive, which may result in our competitors developing technologies and products that are more effective than ours or that
make our technologies and products obsolete. Many of our competitors have significantly greater resources and market power than we do.

The markets for our current products in our core businesses are intensely competitive. These markets include arthroscopy, spinal
surgery and ENT surgery. We cannot assure you that other companies will not succeed in developing technologies and products that are more effective than ours, or that would render our technologies or
products obsolete or uncompetitive in these markets.

20

---



Table of Contents

Our
primary competitors across all of our operating units consist of Medtronic, Inc., Smith & Nephew, Stryker Corporation, Johnson & Johnson, Cardinal
Health/Allegiance, Olympus (also known as Gyrus), Arthrex, Inc. and Cook Medical. These competitors tend to be large, well-financed companies with diverse product lines who may have
significantly greater financial, manufacturing, marketing, distribution and technical resources than we do. Some of these companies offer broad product lines that they may offer as a single package
and frequently offer significant price discounts as a competitive tactic. Furthermore, some of our competitors utilize purchasing contracts that link
discounts on the purchase of one product to purchases of other products in their broad product lines. Many of the hospitals in the U.S. have purchasing contracts with our competitors. Accordingly,
customers may be dissuaded from purchasing our products instead of our competitors' products to the extent the purchase would cause them to lose discounts on our competitors' products. In addition, we
are aware of several small companies offering alternative treatments for back pain and other ailments or indications that may indirectly compete with our products.

If
we were to be unable to continue to compete for any of the above reasons, it could have a material adverse effect on our business, financial condition, results of operations and
future growth prospects.

Modifications to our currently FDA-cleared products may require new regulatory clearance or approvals or require us to recall or cease marketing our current
products until clearances or approvals are obtained.

After a device receives 510(k) premarket notification clearance from the FDA, any modification that could significantly affect its
safety or effectiveness, or that would constitute a major change in the intended use of the device, technology, materials, packaging, and certain manufacturing process may require a new 510(k)
clearance or PMA approval. The FDA requires every manufacturer to make the determination regarding the need for a new 510(k) clearance or PMA approval in the first instance, but the FDA may review any
manufacturer's decision and may retroactively require the manufacturer to submit a premarket notification requesting 510(k) clearance or an application for PMA approval. The FDA also can require the
manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or approval is obtained. FDA guidance documents define when to submit premarket notifications for new or
modified devices. These guidance documents also define modifications for which a new 510(k) is not required. We have modified some of our marketed devices, and have determined that in certain
instances new 510(k) clearances or PMA approvals are not required. No assurance can be given that the FDA would agree with any of our decisions not to seek 510(k) clearance or PMA approval. If the FDA
requires us to cease marketing and/or recall the modified device until we obtain a new 510(k) clearance or PMA approval, our business, financial condition, results of operations and future growth
prospects could be materially adversely affected.

Failure to obtain FDA clearance or approval for our products could materially adversely affect our business, results of operations, financial condition, and future growth
prospects.

In the U.S., before we can market a new medical device, or a new use of, or claim for, or significant modification to, an existing
product, we must first receive either premarket clearance under Section 510(k) of the U.S. Federal Food, Drug, and Cosmetic Act, or FDCA, or approval of a Premarket Approval, or PMA, submission
from the FDA, unless an exemption applies. In the 510(k) clearance process, the FDA must determine that a proposed device is "substantially equivalent" to a device legally on the market, known as a
"predicate" device, with respect to intended use, technology and safety and effectiveness, in order to clear the proposed device for marketing. Clinical data is sometimes required to support
substantial equivalence. The PMA approval pathway requires an applicant to demonstrate the safety and effectiveness of the device based, in part, on data obtained in clinical trials. Both of these
processes can be expensive and lengthy and entail significant user fees, unless exempt. The FDA's 510(k) clearance process usually takes from three to twelve months, but it

21

---



Table of Contents

can
last longer. The process of obtaining PMA approval is much more costly and uncertain than the 510(k) clearance process. It generally takes from one to three years, or even longer, from the time
the PMA application is submitted to the FDA until an approval is obtained. There is no assurance that we will be able to obtain FDA clearance or approval for any of our new products on a timely basis,
or at all. Failure to obtain FDA clearance or approval for our new products could materially adversely affect our business, results of operations, financial condition, and future growth prospects.

We may be subject to fines, penalties or injunctions if we are determined to be promoting the use of our products for unapproved or "off-label" uses, which would
adversely affect our financial condition.

Our promotional materials and training methods must comply with FDA and other applicable laws and regulations, including the
prohibition of the promotion of a medical device for a use that has not been cleared or approved by FDA. Use of a device outside its cleared or approved indications is known as "off-label"
use. Physicians may use our products off-label, as the FDA does not restrict or regulate a physician's choice of treatment within the practice of medicine. However, if the FDA determines
that our promotional materials or training constitutes promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or
enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine and criminal penalties. It is also possible that other federal, state or foreign
enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties
under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and adoption of the products would be impaired. Although our
policy is to refrain from statements that could be considered off-label promotion of our products, the FDA or another regulatory agency could
disagree and conclude that we have engaged in off-label promotion. In addition, the off-label use of our products may increase the risk of injury to patients, and, in turn, the
risk of product liability claims. Product liability claims are expensive to defend and could divert our management's attention and result in substantial damage awards against us.

Our products may in the future be subject to product recalls that could harm our reputation, business operations and financial results, and if our products cause or
contribute to a death or serious injury, we will be subject to medical device reporting regulations, which can result in voluntary corrective actions or FDA enforcement actions.

The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event
of material deficiencies or defects in design or manufacture or in the event that a product poses an unacceptable risk to health. Manufacturers may, under their own initiative, recall a product if any
material deficiency in a device is found. A government-mandated or voluntary recall by us or one of our distributors could occur as a result of an unacceptable risk to health, component failures,
manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our
financial condition and results of operations. Any of these sanctions could impair our ability to produce our products in a cost-effective and timely manner in order to meet our customers'
demands. We may also be required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits.

Further,
under the FDA medical device reporting regulations, or MDR, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or
serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. Any adverse event involving our products could
result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection, mandatory recall or other enforcement action. Any corrective action,
whether voluntary or

22

---



Table of Contents

involuntary,
as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and
financial results.

If we or our third-party suppliers fail to comply with FDA's Quality System Regulations, our manufacturing operations could be interrupted and our sales and our ability to
generate profits could suffer.

We and certain of our third-party suppliers are required to comply with the FDA's Quality System Regulation, or QSR, which covers the
methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our products. We and our suppliers are also
subject to the regulations of foreign jurisdictions regarding the manufacturing process if we market our products in these jurisdictions. The FDA enforces the QSR through periodic and unannounced
inspections of manufacturing facilities. If our facilities or those of our suppliers fail to take satisfactory corrective action in response to an adverse QSR inspection, the FDA could take
enforcement action, including any of the following sanctions: untitled letters; warning letters, fines, injunctions, consent decrees and civil penalties; customer notifications or repair, replacement,
refunds, recall, detention or seizure of our products; operating restrictions or partial suspension or total shutdown of production; refusing or delaying our requests for 510(k) clearance or premarket
approval of new products or modified products; withdrawing 510(k) clearances on PMA approvals that have already been granted; refusal to grant export approval for our products; or criminal
prosecution.

Any
of these sanctions could impair our ability to produce our products in a cost-effective and timely manner in order to meet our customers' demands. We may also be required
to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits.

Failure to market our products that use Coblation technology could adversely affect our financial condition, results of operations and future growth prospects.

We commercially introduced our Coblation technology product lines in December 1995. Our Coblation technology product lines accounted
for more than two-thirds of our product sales in 2009 and we are highly dependent on these sales. We cannot assure you that we will be able to continue to manufacture arthroscopy products
based on our Coblation technology in commercial quantities at acceptable costs, or that we will be able to continue to market such products successfully.

To
achieve increasing disposable device sales over time, we believe we must continue to penetrate the market in other orthopedic procedures, expand physicians' education with respect to
Coblation technology, and continue working on new product development efforts.

Moreover,
our ability to market our products depends on clinical reports and recommendations by influential surgeons supporting our Coblation technology in certain key procedures. We
believe that
surgeons will not use our products unless they determine, based on experience, clinical data and other factors, that our products are an attractive alternative to conventional means of tissue
ablation. We believe that if recommendations and endorsements by influential surgeons cease or long-term data do not support our current claims of efficacy, our business, financial
condition, results of operations and future growth prospects could be materially adversely affected.

Changes in coverage and reimbursement for procedures using our products could affect use of our devices and our future revenue.

The demand for our products is highly dependent on the policies of third-party payors such as Medicare, Medicaid, private insurance,
and managed care organizations that reimburse our customers when they use our products. Failure by physicians, hospitals and other users of our products to obtain

23

---



Table of Contents

sufficient
coverage and reimbursement from healthcare payors for procedures in which our products are used, or adverse changes in environmental and private third-party payors' policies toward coverage
and reimbursement for such procedures would have a material adverse effect on our business, financial condition, results of operations and future growth prospects.

In
the U.S., third-party payors continue to implement initiatives that restrict the use of certain technologies to those that meet certain clinical evidentiary requirements. We are aware
of several third-party payors in the U.S., including governmental payors such as Medicare and Medicaid and private health insurance companies, who consider Coblation technology used in certain
procedures to treat certain clinical conditions to be experimental or investigational. These payors have developed policies that deny coverage and therefore make no reimbursement for such procedures
using our devices. Procedures using our devices that are not covered by some payors include such procedures as plasma disc decompression, or Coblation nucleoplasty, as well as Coblation or
radiofrequency volumetric tissue reduction for (1) removing soft tissue during arthroscopic surgery, (2) hypertrophied nasal turbinates for the treatment of chronic nasal obstruction or
obstructive sleep apnea and (3) soft palate and tongue for the treatment of obstructive sleep apnea. However, some payors in the U.S. provide coverage and reimbursement for Coblation
tonsillectomy for certain clinical indications and percutaneous vertebroplasty for patients that meet specified criteria. In addition, some payors are moving toward a managed care system and control
their health care costs by limiting authorizations for surgical procedures, including elective procedures using our devices. Failure to obtain favorable payor policies could have a material adverse
effect on our business and operations.

In
addition to uncertainties surrounding coverage policies, third-party payors from time to time update reimbursement amounts and also revise the methodologies used to determine
reimbursement amounts. This includes annual updates to payments to ambulatory surgical centers and physicians for procedures using our products. Because reimbursement for our products generally is
included as part of the payments for procedures, these updates directly impact the amounts recognized for the costs of our
products. An example of payment updates is the Medicare program updates to physician payments, which is done on an annual basis using a prescribed formula that results in lowered payments for
physician services. In the past, Congress has passed legislation to prevent certain reductions in Medicare payments to physicians. Unless Congress does so for 2010, the prescribed formula would result
in a 21.5 percent reduction in aggregate Medicare payments to physicians. Legislative proposals have been introduced to revise the statutory formula and prevent the rate reduction. We are
unable to predict, however, whether the legislation would be passed or what future changes will be made to compute Medicare payments or reimbursement amounts used by other third-party health care
payors.

Further,
as part of the Obama Administration's efforts to pass extensive federal healthcare reforms, there have already been several new legislative initiatives which could have a
negative impact on the demand for our products and our business. It is unclear at this time how these initiatives would influence policies on coverage and reimbursement. Nor can we predict whether the
proposed reform measures, if adopted, or any federal legislation enacted in the future will have on our revenues, profit margins, profitability, operating cash flows and results of operations.

If
we obtain the necessary international regulatory approvals, market acceptance of our products in international markets would be dependent, in part, upon the availability of coverage
and reimbursement within prevailing health care payment systems. Reimbursement and health care payment systems in international markets vary significantly by country and include both
government-sponsored health care and private insurance. We intend to seek international reimbursement approvals, although we cannot assure investors that any such approvals will be obtained in a
timely manner, if at all. We are also unable to predict at this time the impact on our business of any future changes, if any, that are made to coverage and reimbursement policies by government action
in key international markets.

24

---



Table of Contents

Product liability claims could adversely impact our financial condition and impair our reputation.

Our business exposes us to potential product liability risks which are inherent in the design, manufacture and marketing of medical
devices. In addition, many of our products are designed to be implanted in the human body for long periods of time. Component failures, manufacturing flaws, design defects or inadequate disclosure of
product-related risks or product-related information with respect to these or other products we manufacture or sell could result in an unsafe condition or injury to a patient. The occurrence of such a
problem could result in product liability claims or a recall of one or more of our products, which could ultimately result in the removal from the body of such products and claims regarding associated
costs and damages, which could materially adversely impact our business, financial condition, results of operations, our ability to attract and retain customers for our products, and future growth
prospects.

We
cannot assure you that our current product liability insurance coverage limits are adequate to protect us from any liabilities we might incur in connection with the development,
manufacture and sale of our products. In addition, we may require increased product liability coverage as products are successfully commercialized in additional applications. Product liability
insurance is expensive and in the future may not be available to us on acceptable terms, if at all. A successful product liability claim or series of claims brought against us in excess of our
insurance coverage could have a material adverse effect on our business, financial condition, results of operations, our ability to attract and retain customers for our products, and future growth
prospects.

We are dependent on key suppliers, and supply disruptions could materially adversely affect our business, financial condition, results of operations and future growth
prospects.

Some of the key components of our products are purchased from single vendors. If the supply of materials from a single source supplier
were interrupted, replacement or alternative sources might not be readily obtainable due to the regulatory and other requirements applicable to our manufacturing operations or the availability of
certain product drawings and/or specifications. A new or supplemental filing with applicable regulatory authorities may require us to obtain clearance prior to our marketing a product containing new
material. This clearance process may take a substantial period of time and we cannot assure investors that we would be able to obtain the necessary regulatory approval for a new material to be used in
our products on a timely basis, if at all. This could create supply disruptions that would materially adversely affect our business, financial condition, results of operations and future growth
prospects.

In
addition, we primarily use a subcontractor located in Costa Rica to sterilize our disposable devices. We have the ability to use alternative sterilization service providers for most
of our products. If our Costa Rica sterilization service were to be disrupted for any reason, we would be required to use alternative sources with longer processing and logistics cycles, which could
lead to a disruption in our ability to supply products for a period of time.

We
are dependent on warehouses in the U.S. and Belgium owned and operated by DHL Worldwide Express, Inc. If our ability to use these warehouses is disrupted, we may be unable to
supply products to our customers on a timely basis, which could materially adversely affect our business.

The
complex nature of the underlying support technologies utilized to exchange critical product information with third party transportation and logistics providers, such as "Electronic
Data Interchange," has, at times, caused disruptions in our ability to deliver products to customers on a timely basis. Failure of these supporting systems could impair our business for the duration
of the failure.

25

---





Table of Contents

Our business is susceptible to risks associated with international operations.

International operations are generally subject to a number of risks, including: protectionist laws, business practices, licenses,
tariffs, and other trade barriers that favor local competition; multiple, conflicting and changing governmental laws and regulations, such as tax laws regulating intercompany transactions;
difficulties in managing foreign operations, including staffing, seasonality of operations, dependence on local vendors, and collecting accounts receivable; loss of proprietary information due to
piracy, misappropriation or weaker laws regarding intellectual property protection; foreign currency exchange rate fluctuations; and political and economic instability.

We
derived 26.8 percent, 26.0 percent and 24.2 percent of our total product sales for the years ended December 31, 2009, 2008 and 2007, respectively, from
customers located outside of the Americas. We expect international revenue to remain a significant percentage of total revenue and we believe that we must continue to expand our international sales
activities to be successful. Historically, a majority of our international revenues and costs have been denominated in foreign currencies, and we expect future international revenues and costs will be
denominated in foreign currencies. Our international sales growth will be limited if we are unable to establish appropriate foreign operations, expand international sales channel management and
support organizations, hire additional personnel, develop relationships with international sales representatives, and establish relationships with additional distributors. In that case, our business,
operating results and financial condition could be materially
adversely affected. Even if we are able to successfully expand international operations, we cannot be certain that we will be able to maintain or increase international market demand for our products.

We require foreign regulatory approvals to market and sell our products in other countries. Failure to obtain and maintain these regulatory approvals would harm our ability
to generate revenue.

To be able to market and sell our products in other countries, we must obtain regulatory approvals and comply with the regulations of
those countries. These regulations, including the requirements for approvals and the time required for regulatory review, vary from country to country. Obtaining and maintaining foreign regulatory
approvals is expensive, and we cannot be certain that we will receive regulatory approvals in any foreign country in which we plan to market our products. If we fail to obtain or maintain regulatory
approval in any foreign country in which we plan to market our products, our ability to generate revenue will be harmed.

Disruptions or other adverse developments at our Costa Rica facility could materially adversely affect our business.

Our high-volume disposable devices and controllers are manufactured at our Company-owned facility in an industrial park in
San Jose, Costa Rica. If our Costa Rica facility is not able to produce sufficient quantities of our controllers and products with adequate quality, or if our Costa Rica operations are disrupted for
any reason, then we may be forced to locate alternative manufacturing facilities, including facilities operated by third parties. Disruptions may include, but are not limited to: changes in the legal
and regulatory environment in Costa Rica; slowdowns or work stoppages within the Costa Rican customs authorities; acts of God; and other issues associated with significant operations that are remote
from our headquarters and operations centers. Additionally, continued growth in product sales could outpace the ability of our Costa Rican operation to supply ordered products on a timely basis or
cause us to take actions within our supply and manufacturing operations which increase costs, complexity and timing. Locating alternative facilities would be time-consuming, would disrupt
our production and cause shipment delays and could result in damage to our reputation and profitability. Additionally, we cannot assure you that alternative manufacturing facilities would offer the
same cost structure as our Costa Rica facility.

26

---



Table of Contents

Future changes in technology or market conditions could result in adjustments to our recorded asset balance for intangible assets, including goodwill, resulting in
additional charges that could significantly impact our operating results.

Our balance sheet includes significant intangible assets, including goodwill and other acquired intangible assets. The determination of
related estimated useful lives and whether these assets are impaired involves significant judgments. Our ability to accurately predict future cash flows related to these intangible assets may be
adversely affected by unforeseen and uncontrollable events. In the highly competitive medical device industry, new technologies could impair the value of our intangible assets if they create market
conditions that adversely affect the competitiveness of our products. We test our goodwill for impairment in the fourth quarter of each year, but we also test goodwill and other intangible assets for
impairment at any time when there is a change in circumstances that indicates that the carrying value of these assets may be impaired. Any future determination that these assets are carried at greater
than their fair value could result in substantial non-cash impairment charges, which could significantly impact our reported operating results.

If we fail to effectively manage our growth, our business, financial condition and operating results could be adversely affected.

Our business has grown in size and complexity over the past few years as a result of internal growth. This growth and increase in
complexity have placed significant demands on financial and managerial controls, reporting systems and procedures. In addition, we continue to explore ways to extend our target markets. We will need
to continue to improve our financial and managerial controls, reporting systems and procedures as we continue to grow and expand our business. To meet such demands, we intend to continue to invest in
new technology, make other capital expenditures, develop management and operating systems, and, where appropriate, hire, train, supervise and manage employees with expertise to handle these particular
demands. If we fail to efficiently manage operations in a way that accommodates continued internal growth, our business, financial condition and operating results could be adversely affected.

Delaware law and provisions in our charter could make the acquisition of our company by another company more difficult, which could adversely affect our stock price.

Certain provisions of our certificate of incorporation and bylaws may have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to acquire, control of our company. This could limit the price that certain investors might be willing to pay in the future for shares of our
common stock. Certain provisions of our certificate of incorporation and bylaws allow us to issue preferred stock without any vote or further action by the stockholders, to eliminate the right of
stockholders to act by written consent without a meeting, to specify advance notice and other procedures for director nominations by stockholders and submission of other proposals for consideration at
stockholder meetings, and to eliminate cumulative voting in the election of directors. Certain provisions of Delaware law applicable to us could also delay or make more difficult a merger, tender
offer or proxy contest involving us, including Section 203, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of
three years unless certain conditions are met. The procedures required for director nominations and stockholder proposals and Delaware law could have the effect of delaying, deferring or preventing a
change in control of the company, including without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of our common stock. These provisions of
Delaware law, our certificate of incorporation, and our bylaws may have the effect of delaying or preventing changes in control or management of the Company, which could have an adverse effect on the
market price of our stock.

27

---



Table of Contents

One Equity Partners, a private equity firm, may have influence on our major corporate decisions.

On September 1, 2009, an affiliate of OEP acquired our Series A Preferred Stock. See
"Item 7MD&ALiquidity and Capital Resources" for a description of this transaction. As a result of this transaction, OEP became the largest beneficial owner of our
stock. At this time, assuming conversion of the Series A Preferred Stock to our common stock, including make-whole amounts as defined in the Certificate of Designation for the
Series A Preferred Stock but excluding outstanding options and warrants held by other parties, OEP would represent an ownership interest of approximately 17.8 percent of our voting
stock. In connection with this transaction, we expanded the Board of Directors to eight members and granted OEP the right to nominate two directors. Effective September 1, 2009,
Messrs. Gregory Belinfanti and Christian Ahrens, both Partners of OEP, were appointed to our Board of Directors.

Consequently,
OEP may have the ability to influence our Board of Directors and matters requiring stockholder approval, subject to the restrictions placed on OEP by the Securities
Purchase Agreement,
including without limitation OEP's agreement to vote for any director nominated by the Board and to comply with the terms of the standstill.

From
and after the first anniversary of the investment OEP, is free to convert the Series A Preferred Stock into our common stock and, subject to the registration requirements of
the federal securities laws, dispose of such stock, which could result in a decrease of the market price of our common stock, particularly if such dispositions are made in the open market and are
substantial.

We may not be able to comply with the redemption rights, registration rights, and other rights of our holders of Series A Preferred Stock and our obligations under
the Registration Rights Agreement with our holders of Series A Preferred Stock.

After September 1, 2014, or in connection with a change in control, the holders of our Series A Preferred Stock may
require us to redeem any or all outstanding shares of Series A Preferred Stock at the liquidation preference of such redeemed Series A Preferred Stock including any applicable
make-whole adjustment. We may not have sufficient liquidity to comply with the redemption right of our holders of Series A Preferred Stock at that time if such right is exercised.
Alternatively, if we are able to comply with the redemption right of the holders of our Series A Preferred Stock, we may have insufficient remaining liquidity to conduct our business, which
would materially adversely affect our business, liquidity, and financial condition.

In
addition, pursuant to the Registration Rights Agreement between us and the holders of our Series A Preferred Stock, we agreed to use our best efforts to become current in our
SEC periodic reporting requirements and thereafter file a registration statement on Form S-1 prior to September 1, 2010, to register the resale of the Common Stock
underlying the Series A Preferred Stock. If a registration statement is not timely filed or does not become effective in accordance with the requirements of the Registration Rights Agreement, a
Registration Default, then we shall pay the holders of the Series A Preferred Stock 2.00 percent per annum of the original liquidation preference of the Series A Preferred Stock,
accruing from the date of the Registration Default until the Registration Default is cured.

We are dependent upon key management, technical personnel and advisors, and loss of our key personnel and advisors could have a material adverse effect on our business and
results of operations.

The loss of the services of one or more key employees or consultants could have a material adverse effect on us. Our success also
depends on our ability to attract and retain additional highly qualified management and technical personnel. We face intense competition for qualified personnel, any of whom often receive competing
employment offers. We cannot assure you that we will continue to be able to attract and retain such personnel. The process related to the restatement of our financial

28

---



Table of Contents

results
has impacted the amounts, timing and forms of employee compensation. These impacts could materially impact our ability to attract and retain essential managerial and technical personnel. Loss
of key personnel would materially impact our ability to meet our financial and operational objectives and could have a material adverse effect on our business and our results of operations.

Circumstances associated with our integration of acquisitions may adversely affect our operating results.

An element of our growth strategy has been and in the future may be the pursuit of acquisitions of other businesses that expand or
complement our existing products and distribution channels. Integrating businesses, however, involves a number of special risks, including: the possibility that management attention may be diverted
from regular business concerns by the need to integrate operations; unforeseen costs, difficulties and liabilities in integrating our and the acquired company's employees, operations and systems;
accounting, regulatory, or compliance issues that could arise in connection with, or as a result of, the acquisition of the acquired company; challenges in retaining our customers or the customers of
the acquired company following the acquisition; the difficulty of incorporating acquired technology and rights into our products and services; and impairment charges if our acquisitions are not
successful due to these risks.

In
addition, we may incur debt to finance future acquisitions and may issue securities in connection with future acquisitions, which may dilute the holdings of our current and future
stockholders. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, our business, financial condition or operating results may be adversely affected.

Our operating results may fluctuate.

In our experience, our results of operations may fluctuate significantly from period to period. Adverse fluctuations due to these
factors may adversely affect our level of revenues and profitability, results of operations, financial condition, and future growth prospects in the short and long term: the introduction of new
product lines and increased penetration in existing applications; achievement of research and development milestones; the amount and timing of expenditures and the receipt and recognition of license
fees; and timing of the receipt of orders and product shipments, absence of a backlog of orders, and the rate of product returns.

Factors may make the market price of our stock highly volatile.

The market price of our common stock could fluctuate substantially in the future. Investors may be unable to resell our common stock at
or above their purchase price. This volatility may subject our stock price to material fluctuations due to the factors discussed in this "Item 1ARisk Factors" section, and other
factors including market reaction to acquisitions and trends in sales, marketing, and research and development; rumors or dissemination of false information; changes in coverage or earnings estimates
by analysts; our ability to meet analysts' or market expectations; and sales of common stock by existing stockholders.

As
previously reported, on September 1, 2009, One Equity Partners, or OEP, a private equity firm, and its affiliates own a significant amount of our Series A 3.00%
Convertible Preferred Stock, or the Series A Preferred Stock. From the first anniversary of its investment, OEP may convert the Series A Preferred Stock into our common stock and,
subject to the registration requirements of the federal securities laws, dispose of such stock, which could result in a decrease of the market price of our common stock, particularly if such
dispositions are made in the open market and are substantial.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

29

---





Table of Contents

ITEM 2.    PROPERTIES

We lease a facility in Austin, Texas, which serves as our corporate headquarters. The Austin, Texas facility is used for general and
administrative purposes as well as for research and development activities. Our lease for this building will expire in June 2016. We lease a facility in Irvine, California, which is used for product
and prototype development. This lease expires at the end of 2011. In Sunnyvale, California we lease a facility for research and development, general and administrative purposes and prototype
manufacturing. Our lease for this building will expire in February 2014. We also lease, on a month-to-month basis, a warehouse in a neighboring building in Sunnyvale,
California for warehousing and distribution. Internationally, we lease a facility in Stockholm, Sweden, which serves as our headquarters for international sales and marketing, which expires in 2014.
We have access to a facility in Opglabbeek, Belgium that is used for our European repair center. In Costa Rica, we own a building located in a tax-advantaged business park. This facility
serves as our principal manufacturing location for disposable devices.

We
believe these facilities, in addition to multiple less significant facilities leased in various countries around the world for sales, marketing and administrative purposes are in good
condition, well maintained, and are suitable and adequate to carry on the Company's business.

ITEM 3.    LEGAL PROCEEDINGS

In addition to the matters specifically described below, we are involved in other legal and regulatory proceedings that arise in the
ordinary course of business that do not have a material impact on our business. Litigation claims and proceedings of all types are subject to many factors that generally cannot be predicted
accurately.

We
record reserves for claims and lawsuits when they are probable and reasonably estimable. Except as otherwise specifically noted, we currently cannot determine the ultimate resolution
of the matters described below. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated, we have not recognized in our consolidated financial statements
the potential liability that may result from these matters. If one or more of these matters is determined against us, it could have a material adverse effect on our earnings, liquidity and financial
condition.

We
continue to gather additional facts and information related to insurance billing and healthcare compliance issues and marketing and promotional practices in connection with these
legal and administrative proceedings with the assistance of legal counsel.

SEC Investigation

The Fort Worth Regional Office of the SEC's Division of Enforcement is conducting a formal investigation into accounting matters
related to the restatement of financial results described in "Part IItem 1Business". We are cooperating with the SEC investigation. At this stage of the
investigation, we cannot predict the ultimate outcome and we are unable to estimate any potential liability we may incur.

DOJ Investigation

The DOJ is investigating certain of our activities including our past sales, accounting, and billing procedures in relation to,
primarily, the operation of our Spine business unit. The DOJ is also reviewing our relationship with our DiscoCare subsidiary. We are cooperating with this investigation. At this stage of the
investigation, we cannot predict the ultimate outcome and we are unable to estimate any potential liability we may incur.

30

---



Table of Contents

Private Securities Class Action and Shareholder Derivative Lawsuits



On April 4, 2008, a putative securities class action was filed in Federal court in the Southern District of Florida against us
and certain of our former executive officers, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Plaintiffs allege
that the defendants violated federal securities laws by issuing false and misleading financial statements and making material misrepresentations regarding our internal controls, business, and
financial results. On October 28, 2008, the court granted the Company's motion to transfer this case to the U.S. District Court, Western District of Texas (McIlvaine v.
ArthroCare, et al).

On
July 25, 2008, a putative securities class action was filed in Federal court in the Western District of Texas against us, and certain of our current and former executive
officers, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Plaintiffs allege that the defendants violated federal
securities laws by issuing false and misleading financial statements and making material misrepresentations regarding our internal controls, business, and financial results.
(Strong v. ArthroCare, et al).

On
August 7, 2008, a derivative action was filed in Federal court in the Southern District of Florida against us and our then-current directors alleging breach of
fiduciary duty based on our alleged improper revenue recognition, improper reporting of such revenue in SEC filings and press releases, failure to maintain adequate internal controls, and failure to
supervise management. On October 14, 2008, the court granted the Company's motion to transfer this case to the U.S. District Court, Western District of Texas (Weil v.
Baker, et al).

On
March 4, 2009, a derivative action was filed in Federal court in the Western District of Texas against our current directors, a former director, certain of our current and
former executive officers and other employees and PricewaterhouseCoopers LLP alleging (i) disgorgement under Section 304 of the Sarbanes-Oxley Act; (ii) violations of
Section 10(b) of the Exchange Act and Rule 10b-5; (iii) breach of fiduciary duty; (iv) abuse of control; (v) gross mismanagement of us; (vi) waste
of corporate assets; (vii) insider trading; and (viii) unjust enrichment. (King v. Baker, et al).

On
April 29, 2009, a derivative action was filed in Federal court in the Western District of Texas against our current directors and a former director alleging breach of fiduciary
duty based on our improper revenue recognition, improper reporting of such revenue in SEC filings and press releases, failure to maintain adequate internal controls, and failure to supervise
management. (Barron v. Baker, et al).

On
October 28, 2008 and thereafter, the two putative securities class actions and the shareholder derivative actions were consolidated and designated:In
Re ArthroCare Corporation Securities Litigation, Case No. 1:08-cv-00574-SS (consolidated) in the U.S. District Court, Western
District of Texas. On December 10, 2008, Lead Plaintiffs and Lead Plaintiffs' counsel were appointed in the putative consolidated securities class action. The Lead Plaintiff filed an Amended
Consolidated Class Action Complaint on December 18, 2009. ArthroCare filed a Motion to Dismiss the Amended Consolidated Class Action Complaint on February 16, 2010. The federal court
stayed the derivative actions pending the resolution of all motions to dismiss the Amended Consolidated Class Action Complaint and any further amended consolidated class action complaints.

At
this stage of the above-described Federal Court actions, we cannot predict the ultimate outcome and we are unable to estimate any potential liability we may incur.

31

---



Table of Contents



On September 23, 2008, a derivative action was filed in Texas State District Court against us, and our then current directors
and certain of our current and former officers. (Wieser v. Baker). In this action, one of our shareholders alleged derivative claims on behalf of us
that our directors and officers breached their fiduciary duties to shareholders by allowing improper financial reporting, failing to maintain adequate financial controls over revenue recognition,
disseminating false financial statements, abuse of control, gross mismanagement, waste of corporate assets, and engaging in insider trading.

On
October 20, 2008, a derivative action was filed in Texas State District Court against us, our then directors and certain of our current and former executive officers.
(Bocklet v. Baker). In this action, one of our shareholders alleged derivative claims on behalf of us that our directors and officers breached their
fiduciary duties to shareholders by failing to maintain adequate financial controls over revenue recognition, allowing improper financial reporting, disseminating false financial statements, and
engaging in insider trading.

On
October 27, 2008, a derivative action was filed in Texas State District Court against us, our then directors and certain of our current and former executive officers.
(Guthrie v. Baker). In this action, one of our shareholders alleged derivative claims on behalf of us that our directors and officers breached their
fiduciary duties to shareholders by failing to maintain adequate financial controls over revenue recognition, allowing improper financial reporting, disseminating false financial statements, and
engaging in insider trading.

On
March 18, 2009, these three shareholder derivative actions were consolidated and designated: In Re ArthroCare Corporation Derivative Litigation, Case
No. D-1-GN-08-3484 (consolidated), Travis County District Court. On the Company's motion, the state shareholder derivative actions were stayed
pending resolution of all motions to dismiss the federal Amended Consolidated Class Action Complaint and class certification, if any, of a class in the federal Amended Consolidated Class Action
Complaint.

At
this stage of the above-described State Court actions, we cannot predict the ultimate outcome and we are unable to estimate any potential liability we may incur.

Patent Matters

On November 14, 2007, we brought a lawsuit against Gyrus Medical Inc., Gyrus ENT L.L.C. and Gyrus ACMI Inc., Case
No. 1:07-CV-00729-SLR in the U.S. District Court for the District of Delaware, in which we sought monetary damages and equitable relief for claims of patent
infringement relating to U.S. Patent No. 5,697,882 (the "'882 Patent"). In the lawsuit, we alleged that the use of Gyrus's "PlasmaCision" and "PlasmaKinetic" products and systems infringes the
'882 Patent. Gyrus sought invalidation of our '882 Patent based on alleged inequitable conduct and alleged prior art. On October 8, 2009, the parties reached a settlement of this matter. In
accordance with the settlement, Gyrus made a lump-sum payment to us of $2.5 million and the Company granted Gyrus certain licenses subject to running royalties ranging from
4 percent to 6.5 percent and payable quarterly from October 2009 through January 2012, when the '882 patent expires. The parties also released each other from any claims of patent
infringement and dismissed the litigation with prejudice.

On
May 5, 2008, Gyrus Medical Ltd. and Gyrus Group PLC commenced an arbitration proceeding against us. In its arbitration notice, Gyrus alleged that, under the
Settlement Agreement dated June 28, 1999 among us, Gyrus Medical Ltd., and Ethicon, Inc. and certain Ethicon affiliates (collectively, "Ethicon"), we had made "material changes"
to certain of our arthroscopy productsthe Super TurboVac 90, the UltraVac, the Super MultiVac 50, the TurboVac 90XL and the MultiVac XLand that those products infringed two
Gyrus patents. Shortly thereafter, on June 12, 2008, Ethicon and DePuy Mitek, Inc. joined the arbitration (Gyrus, Ethicon and DePuy Mitek collectively, the

32

---



Table of Contents

"Claimants").
We filed a counterclaim in the arbitration for breach of the Settlement Agreement, alleging that Ethicon had not paid certain royalties when due under the Settlement Agreement.

On
June 10, 2009, the arbitration panel issued its interim decision and award. The panel ruled in favor of the Claimants on all issues, including the patent infringement and
breach of contract claims, and against us on our breach of contract counterclaim. The panel issued a final award on August 20, 2009 and awarded the Claimants (i) $11.8 million for
royalties on the patents due from April 2001 through February 2009, including pre-judgment interest of 10 percent; (ii) a 6.5 percent royalty for all sales of the
infringing products starting from March 1, 2009; and (iii) $4.6 million in attorneys' fees and costs, including the costs of the arbitration.

On
July 15, 2009, we filed a Petition in the U.S. District Court for the Northern District of California to vacate or modify the Arbitration Award and to stay enforcement of the
arbitration award. The parties resolved this action and the arbitration proceeding, effective as of December 15, 2009, pursuant to a settlement agreement under which the Company paid a total of
$15.5 million collectively to the Claimants. In connection with the settlement, the Claimants granted to the Company a
non-transferable, non-assignable, non-exclusive license to the patents at issue and their foreign equivalents. The Company will pay royalties thereunder of no more
than the sum of the Claimants' and their affiliates' royalty payments for that calendar year that are due to the Company under the terms of a pre-existing agreement between the Company,
Ethicon Inc. (and two of its divisions), Gynecare, Inc., and Gyrus Medical, Ltd.

PART II

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

Prior to January 16, 2009 our common stock was publicly traded on The Nasdaq Stock Market LLC, or Nasdaq, under the
symbol "ARTC." On January 16, 2009, trading in our common stock on Nasdaq was suspended. On April 22, 2009, Nasdaq filed a Form 25 to delist our securities effective May 9,
2009. From January 16, 2009 until January 22, 2010 our securities were traded on an electronic quotation service maintained by Pink OTC Markets, Inc., or Pink Sheets, under the
symbol "ARTC.PK". On January 19, 2010, Nasdaq accepted our application for listing on the Nasdaq Global Market and our shares began trading on the Nasdaq Global Market on January 22,
2010, under the symbol "ARTC". The following table sets forth, for the periods indicated, the quarterly high and low closing sales prices of our Common stock.

2009Quarter 1

Quarter 2

Quarter 3

Quarter 4High

$
8.42

$
11.50

$
20.55

$
23.70Low


2.95


4.90


10.99


18.00




2008Quarter 1

Quarter 2

Quarter 3

Quarter 4High

$
53.43

$
47.49

$
40.23

$
30.40Low


32.62


33.32


20.31


4.52


As
of December 31, 2009, there were 75,000 outstanding shares of preferred stock and 213 holders of record of 26,885,993 shares of outstanding common stock. We have not paid any
cash dividends since our inception and do not anticipate paying cash dividends on our common stock or preferred stock in the foreseeable future.

On
September 1, 2009, we sold 75,000 shares of Series A Preferred Stock to OEP AC Holdings LLC, an affiliate of OEP, for gross proceeds of $75.0 million. The sale of
the Series A Preferred Stock

33

---



Table of Contents

was
to an accredited investor and is exempt from registration under Rule 506 Regulation D of the Securities Act of 1933.

The
holders of the Series A Preferred Stock may convert their shares at any time, in whole or in part, at a rate of 66.667 shares of the Company's Common Stock per $1,000 of
Liquidation Preference of the Series A Preferred Stock, subject to customary anti-dilution adjustments (the "Conversion Rate"), representing an initial conversion price of $15.00
per share of Common Stock. If a
conversion occurs prior to the expiration of the Dividend Duration Period, the number of shares of Common Stock received shall be increased for a make-whole adjustment equal to the number
of additional shares of Series A Preferred Stock the holder would have otherwise been paid during the Dividend Duration Period, multiplied by the Conversion Rate (the "Make-Whole
Adjustment").

The
Company may, at any time after September 1, 2010, cause an automatic conversion of all outstanding shares of Series A Preferred Stock upon no less than 10 days
prior notice if the closing sales price of the Common Stock equals or exceeds $35.00 per share (subject to adjustment in the event of a stock split, stock dividend, combination or other similar
recapitalization) for the prior 20 consecutive trading days, the Company is current on its reporting requirements with the SEC, the Company has an effective resale registration statement and related
prospectus that permits the Common Stock issued upon such automatic conversion to be immediately resold thereunder, and the current investigations of the Company by the U.S. Attorney's offices in
Florida and North Carolina have been terminated, settled or finally adjudicated.

No
conversion of Series A Preferred Stock will be permitted to the extent that any holder of Series A Preferred Stock would individually hold in excess of
19.99 percent of the Company's voting power after the proposed conversion, or to the extent that the holders of Series A Preferred Stock would hold in excess of 17.8 percent of
the Company's voting power in the aggregate, in each case solely attributable to their holdings of Series A Preferred Stock and any Common Stock received upon conversion thereof (such
limitations collectively, the "Conversion Cap"). Shares of Series A Preferred Stock not convertible as a result of the Conversion Cap shall remain outstanding and shall become convertible to
the extent the Conversion Cap no longer applies.

We
describe our equity compensation plans in our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our annual meeting of
stockholders scheduled to be held May 12, 2010, which is hereby incorporated herein by reference.

34

---



Table of Contents

PERFORMANCE GRAPH

This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
incorporated by reference into any filing of ArthroCare under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.

The
following graph shows a comparison of total stockholder return for holders of our common stock for the five years ended December 31, 2009 compared with the Nasdaq Stock
Exchange, U.S. Index and the Nasdaq Health Services Index. This graph is presented pursuant to SEC rules. The information below is based on $100 invested on December 31, 2004, including
reinvestment of dividends with fiscal years ending December 31. The stock prices of medical device companies like ours are subject to a number of factors, such as those discussed in
"Part IItem 1ARisk Factors," above.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURNAmong Arthrocare Corporation, The NASDAQ Composite Index  And The NASDAQ Health Services Index

GRAPHIC

Cumulative Total Return12/2004

12/2005

12/2006

12/2007

12/2008

12/2009ArthroCare Corporation

$
100.00

$
131.44

$
124.52

$
149.88

$
14.88

$
73.92Nasdaq Stock Exchange (U.S.)


100.00


101.33


114.01


123.71


73.11


105.61Nasdaq Health Services


100.00


106.30


112.25


113.33


79.24


91.44


35

---





Table of Contents

ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data (in thousands, except per share data) should be read in conjunction with
"Part IIItem 7Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes thereto
included in this Annual Report on Form 10-K. The statements of operations data for the years ended December 31, 2009, 2008 and 2007 and the balance sheet data as of
December 31, 2009 and 2008 have been derived from audited consolidated financial statements included elsewhere in this report. The historical results are not necessarily indicative of the
results of operations to be expected in the future.

Year Ended December 31,2009

2008(1)

2007

2006

2005Statements of Operations Data:Product sales

$
315,763

$
303,452

$
268,495

$
233,585

$
198,741Royalties, fees and other


15,845


14,285


11,221


10,126


7,583Total revenues


331,608


317,737


279,716


243,711


206,324Gross profit


238,413


222,777


193,335


172,962


145,042Operating expenses(2)


239,099


256,771


198,022


139,280


117,199Net income (loss)


(5,777
)

(35,025
)

491


27,673


19,084Net income (loss) applicable to common stockholders(3)


(33,822
)

(35,025
)

491


27,673


19,084Basic net income (loss) per share applicable to common stockholders

$
(1.26
)
$
(1.32
)
$
0.02

$
1.06

$
0.78Diluted net income (loss) per share applicable to common stockholders

$
(1.26
)
$
(1.32
)
$
0.02

$
0.99

$
0.72




December 31,2009

2008(1)

2007

2006

2005Balance Sheet Data:Cash, cash equivalents, restricted cash equivalents and investments(4)

$
57,386

$
37,980

$
43,176

$
30,756

$
23,317Working capital(5)


106,267


43,406


121,991


97,395


87,330Total assets


391,128


389,485


397,947


365,791


258,342Long-term liabilities


5,147


10,058


66,919


4,196


5,035Series A 3% Convertible Preferred Stock(6)


70,504











Total stockholders' equity


250,395


246,491


281,053


309,923


218,704


(1)Amounts
have been revised to correct for the errors discussed in Note 2"Revision of Prior Period Financial Statements" in the notes to
the consolidated financial statements.(2)Operating
expenses in 2009 include $31.7 million of investigation and restatement related costs. Operating expenses in 2008 include an
$18.9 million charge attributable to impairment of goodwill related to our Spine business unit, $17.0 million of investigation and restatement related costs, and $15.1 million
charge related to the arbitration matter involving Gyrus and Ethicon. In 2007, $34.1 million of costs related to reimbursement service activities were incurred, including $25.0 million
for settlement of the DiscoCare pre-acquisition agreement.(3)The
2009 net loss applicable to common stockholders included a charge of $28.0 million related to the accretion of the beneficial conversion feature,
accretion of preferred stock discount, and accrued dividends on the Series A Preferred Stock.(4)The
increase in cash, cash equivalents, restricted cash equivalents and investments from December 31, 2008 to December 31, 2009 is primarily a
result of receiving $35.0 million in net


36

---



Table of Contents

proceeds
from the sale of Series A Preferred Stock partially offset by $13.0 million paid to net settle the arbitration matter involving Gyrus and Ethicon. (5)The
increase in working capital in 2009 is primarily the result of repaying $55.0 million of borrowings under the Credit Agreement classified as a
current liability at December 31, 2008, with a portion of the proceeds from the sale of our Series A Preferred Stock.(6)In
2009 we sold 75,000 shares of Series A Preferred Stock for gross proceeds of $75.0 million. See Note 12"Capital" in the
notes to the consolidated financial statements for more information.


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

The following discussion should be read in conjunction with the consolidated financial statements and notes
thereto appearing elsewhere in this report. Readers should also review carefully "Part IItem 1ARisk Factors" and
Exhibit 99.1"Forward-Looking Statements," which provides information about the forward-looking statements in this report and a
discussion of the factors that might cause our actual results to differ, perhaps materially, from these forward-looking statements.

Overview

We are a medical device company that develops, manufactures and markets surgical products, many of which are based on our minimally
invasive patented Coblation technology. Our products are used across several medical specialties, improving many existing soft-tissue surgical procedures and enabling new minimally
invasive surgical procedures. Our business is divided into three business units: Sports Medicine, ENT, and Spine. Each of the Sports Medicine, ENT and Spine business units market and sell their
products in two principal geographic markets: Americas (North and South America) and International (all other geographies).

As
previously reported, in 2009 and 2008, we experienced substantial delays in filing our periodic reports as a result of issues identified during the Review, which was completed in
August 2009, and the restatement of prior financial statements, which was completed in November 2009 with the filing of our delinquent periodic reports. During the year ended December 31, 2009,
and continuing through the date of this report, our results of operations, financial position and cash flows have been adversely affected by the effect that the Review and the restatement had on our
management and employees, the significant costs of the Review and restatement, and through the third quarter of 2009 our failure to maintain compliance with covenants in our revolving Credit
Agreement. In connection with the Review and restatement we identified errors in our accounting and material weaknesses in our internal control over financial reporting. As described in "Part
IIItem 9AControls and Procedures," we are still in the process of remediating certain of these identified material weaknesses.

As
a result of the Review, we made significant changes in the composition of our senior management team. Effective December 18, 2008, we accepted the resignations of our then
Chief Financial Officer, our then Senior Vice President of Strategic Business Units and our then Senior Vice President of the Spine Business Unit. On February 18, 2009, we accepted the
resignation of our then President and Chief Executive Officer, as well as others, and, on the same day, our board of directors appointed David Fitzgerald as our Acting President and Chief Executive
Officer. Effective April 2, 2009, our board of directors appointed Todd Newton as our Senior Vice President and Chief Financial Officer. Effective
December 19, 2008, we enhanced our legal department and function by establishing the position of Senior Vice President and General Counsel and promoting the then Vice President of Legal Affairs
to this position and hired additional legal staff to work at the direction of the General Counsel. Effective October 21, 2009, David Fitzgerald was named President and Chief Executive Officer.

37

---



Table of Contents

Revision of Prior Period Financial Statements

During the fourth quarter of 2009, we identified an error related to returns of consigned Sports Medicine inventory that were
originally processed and recorded in 2008 and an error related to the translation of foreign currencies into U.S. dollars for certain subsidiaries. Upon its review of these errors, management
determined that product returns were incorrectly recorded as reductions to product sales in 2008 and foreign exchange losses were incorrectly recorded as currency translation adjustments and included
in the consolidated balance sheet as a component of other comprehensive income in 2008. The impact of these errors was an understatement of revenue, understatement of foreign exchange losses and an
understatement of net loss for the year ended December 31, 2008. We assessed the materiality of these errors for the year ended December 31, 2008 in accordance with Accounting Standards
Codification, or ASC, 250,Accounting Changes and Error Corrections, which incorporates ASC 250-10-S99-1, Assessing Materiality, and concluded that the
errors were not material to the year ended December 31, 2008. However, we concluded that the errors
were material to the year ended December 31, 2009, principally because the errors would have overstated the growth rate of our Sports Medicine business unit for the three-month period ended
December 31, 2009 when compared to the same period in 2008. Thus, in accordance with ASC 250, which incorporates ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements, the 2008 financial statements
presented herein have been revised to correct for these immaterial errors. The corrections resulted in a $3.6 million increase in product sales, a $3.6 million increase in gross profit,
a $3.9 million increase in foreign exchange loss and a $0.1 million increase to income tax benefit, resulting in a $0.3 million increase to net loss ($0.01 per share) in the
consolidated statement of operations for the year ended December 31, 2008. Associated adjustments were also made to increase accounts receivable by $3.6 million and to decrease deferred
income tax assets by $1.4 million, decrease additional paid-in capital $1.4 million, and increase accumulated other comprehensive income $3.9 million on the
consolidated balance sheet for the year ended December 31, 2008. As a result of these corrections, cash provided by operating activities increased $0.9 million, cash used in financing
activities increased $1.4 million, and the effect of exchange rates on cash and cash equivalents decreased $0.5 million on the consolidated statement of cash flows for the year ended
December 31, 2008.

Key Financial Items, Trends and Uncertainties Affecting Our Business

Our management reviews and analyzes several metrics and ratios in order to manage our business and assess the quality of and potential
variability of our operating performance. The most important of these financial metrics and ratios include:

Product Sales Growth

Our principal source of revenue is from sales of our products, which primarily include disposable surgical devices and implants.
Product sales are made through our direct sales professionals, independent sales agents and independent distributors. Product sales growth in 2009, 2008, and 2007 was 4.1 percent,
13.0 percent and 14.9 percent, respectively. We also generate revenue from royalties and fees from licensing of our products and technology to other companies and earn other revenues
from shipping and handling costs billed to customers.

Our
investment in our sales and distribution organization has had a positive effect on product sales, as has the execution of our strategic plan to build market share through the
introduction of new products designed to address surgical procedures that have traditionally been difficult to perform. We anticipate that disposable device sales and implants will remain the key
component of our product sales for the foreseeable future.

38

---



Table of Contents

During
late 2007, our Sports Medicine business unit introduced the Quantum controller and associated Coblation products, which contributed to higher 2009 and 2008 revenues as did our
investment to expand our International distribution channel. Based upon the estimated number of arthroscopic procedures performed each year, we believe that knee procedures represent the largest
segment of the arthroscopic market, while shoulder procedures represent the fastest growing segment. It is important that we maintain and grow our market position in shoulder procedures which today
represent about half of our sports medicine product sales. We estimate that approximately 40 percent of our product sales are being generated by the sale of disposables for use in knee
procedures. The arthroscopic knee market is an important growth opportunity for us, and we are devoting resources to develop products for this market. We also plan to expand physicians' education with
respect to our Coblation technology. We believe that we have sold product to approximately one-third of the facilities that
perform arthroscopic procedures in the U.S. We aspire to maintain or grow our market share within the overall arthroscopic market in 2010.

Our
ENT business unit continued to grow both in the Americas and internationally. In the U.S., we believe Coblation continues to gain market share in the tonsillectomy and adenoidectomy
procedure market, which represents approximately 50 percent of the overall U.S. ENT market. In the U.S., we distribute ENT products through a direct sales organization. We plan to grow our ENT
business. To do so in the U.S., we plan to introduce or acquire new ENT products that differentiate and complement our current ENT offerings, expand our presence in other ENT procedural areas and
leverage our direct sales force. Internationally, we plan to clinically support the adoption of Coblation for tonsils and adenoids, invest in physician training, and invest in distribution.

In
early 2009, we ceased our reimbursement assistance service activities which had been the distribution focus in the U.S. for our Spine products. In 2010, we do not anticipate growth in
Spine product sales and such product sales may experience a decline. We plan to incur costs in 2010 to clinically demonstrate to insurers the effectiveness of our existing Coblation products in disc
decompression procedures and achieve better reimbursement for physicians who elect to use our products. Based on the outcome of these clinical efforts, we may reassess our strategy for our Spine
business unit.

Gross Product Margin

Gross product margin as a percentage of product sales in 2009, 2008, and 2007 was 70.5 percent, 68.7 percent and
67.9 percent, respectively. Cost of product sales consists of all product manufacturing costs (including material costs, labor costs, manufacturing overhead, warranty and other direct product
costs), excess or obsolete inventory cost adjustments, and certain stock-based compensation costs associated with manufacturing and operations personnel. Cost of product sales also includes
amortization of controller units that are placed at customer locations to enable the use of our disposable surgical products. We maintain ownership of all placed controllers and the cost of controller
units are capitalized and amortized into cost of product sales over the useful life of the controller unit. Most of our manufactured products are produced at our Costa Rica facility which has
experienced stable operations. Raw materials used to produce our products are generally not subject to substantial price volatility. We expect gross product margin to remain stable in 2010 as long as
the average sales price of our products remains stable.

Operating Margin

Operating margin is our income (loss) from operations as a percentage of total revenues. Our key operating expenses include expenses
incurred in connection with research and development, sales and marketing, general and administrative and amortization of intangible assets. Additionally, during 2008 and continuing through the date
of this report, our operating expenses have been significantly impacted by the substantial expense incurred in connection with the Review and the restatement of our financial

39

---



Table of Contents

statements
and goodwill impairment. Operating margin in 2009, 2008, and 2007 was negative 0.2 percent, negative 10.7 percent, and negative 1.7 percent, respectively.

We
expect to continue to spend approximately 10 percent of our total revenues in 2010 in research, engineering, new product development, regulatory affairs, and clinical studies. We
anticipate that sales and marketing spending could increase if we undertake initiatives to expand our direct sales and distribution capabilities. However, over the long-term, we expect
sales and marketing expense as a percentage of total revenue to remain approximately the same as our current experience.

Net Earnings

Net earnings represent the net income or loss in the period. Net earnings will be affected by the same trends that impact our revenues,
gross margin and operating margin. In addition, earnings will also be affected by other income and expenses, such as interest expense, and by income tax expense.

We
expect lower interest expense and bank fees in 2010 as a result of repaying and terminating our Credit Agreement on September 1, 2009, which we have not replaced. We expect
that we will report foreign currency gains or losses each period due to the changes in the value of the euro, British pound, and Australian dollar versus the U.S. dollar.

When
we are profitable, our effective income tax rate is less than the U.S. statutory rate as a substantial portion of our operations are outside the U.S. in jurisdictions with lower tax
rates, including Costa Rica where we have a tax holiday. In years of loss, our effective tax rate may exceed the U.S.
statutory rate depending on the apportionment of income or loss between jurisdictions in which we operate. We expect to be able to fully utilize our deferred tax assets.

Results of Operations

Overview of our Results of Operations

Total revenue for the year ended December 31, 2009 was $331.6 million, an increase of 4.4 percent compared to the
year ended December 31, 2008. For the year ended December 31, 2009, we had a loss from operations of $0.7 million compared to a loss from operations in 2008 of
$34.0 million. The improvement in operating results was the result of higher revenue combined with improved gross product margin and lower operating expenses. Our net loss in 2009 was
$5.8 million compared to a net loss of $35.0 million in 2008. The improvement in net loss in 2009 was due primarily due to the same factors that resulted in the improvement to our
operating results described above.

Total
revenue for the year ended December 31, 2008 was $317.7 million, an increase of 13.6 percent compared to the year ended December 31, 2007. For the year
ended December 31, 2008, we had a loss from operations of $34.0 million compared to a loss from operations in 2007 of $4.7 million. Our increase in total revenue in 2008 was more
than offset by increased costs, particularly resulting from an $18.9 million impairment charge for goodwill related to our Spine business unit, $17.0 million in expenses directly
associated with investigation and restatement related costs and $15.1 million accrued for the arbitration matter involving Gyrus and Ethicon. Our net loss in 2008 was $35.0 million
compared to net income of $0.5 million in 2007. The net loss in 2008 was due to the same factors that caused our loss from operations increase.

The
following table presents the summary of comparative financial data from 2009 to 2007. Comments on significant year-to-year fluctuations follow the table. The
following discussion should be

40

---



Table of Contents

read
in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this annual report (in thousands, except percentages and per-share data):

Year Ended December 31,2009

2008

2007Dollars

% Total
Revenues

Dollars

% Total
Revenues

Dollars

% Total
RevenuesRevenues:Product sales

$
315,763


95.2
%
$
303,452


95.5
%
$
268,495


96.0
%Royalties, fees and other


15,845


4.8
%

14,285


4.5
%

11,221


4.0
%Total revenues


331,608


100.0
%

317,737


100.0
%

279,716


100.0
%Cost of product sales


93,195


28.1
%

94,960


29.9
%

86,381


30.9
%Gross profit


238,413


71.9
%

222,777


70.1
%

193,335


69.1
%Operating expenses:Research and development


36,045


10.9
%

33,041


10.4
%

28,118


10.1
%Sales and marketing


118,602


35.8
%

128,872


40.5
%

104,584


37.4
%General and administrative


46,096


13.9
%

50,439


15.9
%

24,117


8.6
%Amortization of intangible assets


6,317


1.9
%

6,487


2.0
%

7,120


2.5
%Impairment of goodwill





0.0
%

18,945


6.0
%




0.0
%Reimbursement services


353


0.1
%

1,966


0.6
%

34,083


12.2
%Investigation and restatement-related costs


31,686


9.5
%

17,021


5.4
%




0.0
%Total operating expenses


239,099


72.1
%

256,771


80.8
%

198,022


70.8
%Loss from operations


(686
)




(33,994
)




(4,687
)Interest and other income (expense), net


(2,212
)




(8,886
)




2,206Loss before income taxes


(2,898
)




(42,880
)




(2,481
)Income tax provision (benefit)


2,879





(7,855
)




(2,972
)Net income (loss)


(5,777
)




(35,025
)




491Accrued dividend and accretion charges on Series A 3% Preferred Stock


(28,045
)










Net income (loss) applicable to common stockholders

$
(33,822
)



$
(35,025
)



$
491Weighted-average shares outstanding:Basic


26,803





26,610





27,452Diluted


26,803





26,610





28,870Earnings (loss) per share applicable to common stockholders:Basic

$
(1.26
)



$
(1.32
)



$
0.02Diluted

$
(1.26
)



$
(1.32
)



$
0.02


41

---



Table of Contents

2009 Comparison with 2008

Product Sales

Product sales consist principally of sales of disposable surgical devices and implants. Product sales by each of our business units and
geographic markets for the years ended December 31, 2009 and 2008 are as follows (in thousands, except percentages):

Year Ended December 31, 2009

Year Ended December 31, 2008Americas

International

Total Product
Sales

% Net
Product Sales

Americas

International

Total Product
Sales

% Net
Product SalesSports Medicine

$
147,169

$
62,533

$
209,702


66.4
%
$
142,856

$
56,676

$
199,532


65.8
%ENT


72,375


13,299


85,674


27.1
%

68,412


12,072


80,484


26.5
%Spine


11,643


8,744


20,387


6.5
%

13,170


10,266


23,436


7.7
%Total Product Sales

$
231,187

$
84,576

$
315,763


100.0
%
$
224,438

$
79,014

$
303,452


100.0
%% Net Product Sales


73.2
%

26.8
%

100.0
%




74.0
%

26.0
%

100.0
%


Sports Medicine product sales increased 5.1 percent primarily as a result of International market sales growth of 10.3 percent and
higher contract manufacturing volume. Of the 3.0 percent increase in Sports Medicine product sales in the Americas market, approximately half was from higher contract manufacturing volume
pursuant to a supply and distribution agreement with Smith & Nephew, Inc., or S&N, where we contract the manufacture of RF-based disposable products and controller systems to
S&N's product specifications. In the U.S., which is the largest component of our Americas market, Sports Medicine product sales were also influenced by slowed procedure volume growth in the first half
of 2009 caused by weaker general economic conditions.

ENT
product sales increased by 6.4 percent as a result of higher Coblation sales both in the Americas and International markets. The increase in Coblation sales is attributed to
greater market share in tonsillectomy and adenoidectomy procedures.

Spine
product sales decreased by 13.0 percent during the year ended December 31, 2009. In the Americas, PDD SpineWand sales were negatively affected by a Centers for
Medicare & Medicaid Services, or CMS, negative reimbursement determination in September 2008 as well as management's decision in the fourth quarter of 2008 to cease our reimbursement assistance
service activities which had previously been a significant distribution focus for Spine in the Americas. Demand for Parallax products in all markets was also negatively impacted by a study published
in the New England Journal of Medicine in August 2009 that challenged whether patient outcomes were positively impacted by
vertebroplasty procedures. International Spine sales were negatively affected by reduced private insurance reimbursement and weaker general economic conditions in Europe.

Across
all business units, the U.S. dollar reported value of International product sales increased 7.0 percent in 2009. The translation effect of changes in foreign currency rates
reduced the 2009 U.S. dollar reported value of local currency product sales by $5.0 million. In 2009, product sales increased in existing direct International markets, we expanded our direct
market presence in certain European countries including Switzerland and Scandinavian countries, and product sales increased to distributors in the Asia Pacific region.

Royalties, Fees and Other Revenues

Royalties, fees, and other revenues consist mainly of revenue from the licensing of our products and technology, plus shipping and
handling costs billed to customers. Royalties, fees, and other

42

---



Table of Contents

revenues
increased to $15.8 million in 2009 from $14.3 million in 2008 and include lump-sum royalty settlements received in the fourth quarter of 2009 and the second quarter of 2008 of
$2.5 million and $1.9 million, respectively. Adjusted for these lump-sum settlements, royalties, fees, and other revenues increased 7.8 percent primarily as a result of increased
sales by third parties of products that use our radio frequency, or RF, technology pursuant to a license.

Cost of Product Sales

Year Ended December 31,2009

2008Dollars

% Net
Product
Sales

Dollars

% Net
Product
SalesProduct cost

$
76,301


24.1
%
$
78,498


25.9
%Controller amortization


9,108


2.9
%

8,856


2.9
%Other


7,786


2.5
%

7,606


2.5
%Total Cost of Product Sales

$
93,195


29.5
%
$
94,960


31.3
%


Product
margin as a percentage of net product sales increased to 70.5 percent in 2009 from 68.7 percent in 2008. The increase in 2009 product margin is a result of higher
excess and obsolescence reserves recorded in 2008 that reduced the carrying value of inventory in 2008, partially offset by higher royalties costs incurred in 2009 due to the arbitration matter
involving Gyrus and Ethicon.

Operating Expenses

Year Ended December 31,2009

2008Dollars

% Total
Revenues

Dollars

% Total
RevenuesResearch and development

$
36,045


10.9
%
$
33,041


10.4
%Sales and marketing


118,602


35.8
%

128,872


40.5
%General and administrative


46,096


13.9
%

50,439


15.9
%Amortization of intangible assets


6,317


1.9
%

6,487


2.0
%Impairment of goodwill





0.0
%

18,945


6.0
%Reimbursement services


353


0.1
%

1,966


0.6
%Investigation and restatement-related costs


31,686


9.5
%

17,021


5.4
%Total operating expenses

$
239,099


72.1
%
$
256,771


80.8
%


Research and development expenseincreased $3.0 million to 10.9 percent of total revenues in 2009 from 10.4 percent
in 2008. The increase in research and development expenses in 2009 compared to 2008 is primarily attributable to an increase in personnel cost as a result of incentive compensation in 2009 and
increased headcount in quality control personnel.

Sales and marketing expensedecreased $10.3 million, to 35.8 percent of total revenues in 2009 compared to
40.5 percent of total revenues in 2008 primarily as a result of sales and marketing cost reduction efforts in the Americas. ENT sales and marketing expenses for the Americas were reduced by
approximately 20 percent in 2009 as a result of terminating various marketing initiatives from 2008. Spine sales and marketing expenses were reduced by approximately one-third as we
restructured the Spine distribution channel from a fixed cost direct sales force to an independent agent structure.

General and administrative expensedecreased $4.3 million in 2009 and was 13.9 percent of total revenues compared to
15.9 percent of total revenues in 2008. In 2008, we accrued $15.1 million for the

43

---



Table of Contents

arbitration
panel's award decision announced in June 2009 in the arbitration matter involving Gyrus and Ethicon originally brought against us in May 2008. We also incurred legal costs in 2008
associated with our strategic options process that was terminated in July 2008 and support costs related to our March 2008 Nasdaq hearing. These additional costs in 2008 were partially offset by
increased legal defense costs related to the arbitration matter involving Gyrus and Ethicon and the Delaware proceedings against Gyrus in the amount of $8.3 million and increased accounting and
compliance personnel in response to internal control remediation needs in 2009.

Reimbursement servicesexpense declined in 2009 as we continued the orderly wind-down of our reimbursement assistance services
subsidiaries during 2009.

Investigation and restatementexpenses are costs incurred in 2009 and 2008 as a result of the Review and associated restatement of
previously reported financial statements contained in our 2008 Form 10-K. These expenses include legal fees, forensic accounting fees and incremental audit fees.

Interest and Other Income (Expense), Net

Year Ended December 31,2009

2008Interest income

$
284

$
683Interest expense and bank fees


(3,725
)

(3,793
)Foreign exchange gain (loss), net


1,233


(5,657
)Other expense, net


(4
)

(119
)Interest and other expense, net

$
(2,212
)
$
(8,886
)


The
$6.7 million decrease in net interest and other expense in 2009 is primarily attributable to the US dollar weakening against the material foreign currencies in which we
operate, partially offset by a decrease in interest earned on investments as a result of declining investment balances.

Income Tax Provision (Benefit)

Our effective tax rate in 2009 and 2008 was negative 99.3 percent and 18.3 percent, respectively. In January 2009, the U.S.
Treasury issued temporary cost-sharing regulations and as a result, we decided to adjust our intercompany payments for all open tax years. As a result of these adjustments to our
intercompany payments, we utilized approximately $1.9 million of our reserves for uncertain tax positions and recorded additional income tax expense of approximately $3.6 million in
2009. Adjusted for the effect of this change in regulations, our effective tax rate for 2009 was 22.2 percent. The 2008 effective tax rate was impacted by non-deductible expense of
$18.9 million for the impairment of goodwill.

Accrued Dividends and Accretion Charges on Series A 3% Preferred Stock

We recognized a beneficial conversion feature of $27.0 million on the sale of the Series A Preferred Stock that was
immediately charged against net loss applicable to common stockholders. We also accrued $1.0 million for additional dividend and accretion charges on the Series A Preferred Stock for the
year ended December 31, 2009. For additional information relating to our Series A Preferred Stock, see Note 12, "Capital" in the notes to the consolidated financial statements.

44

---



Table of Contents

2008 Comparison with 2007

Product Sales

Product sales by business unit and geographic market for the years ended December 31, 2008 and 2007 are as follows (in
thousands, except percentages):

Year Ended December 31, 2008

Year Ended December 31, 2007Americas

International

Total Product
Sales

% Net
Product Sales

Americas

International

Total Product
Sales

% Net
Product SalesSports Medicine

$
142,856

$
56,676

$
199,532


65.8
%
$
129,761

$
45,898

$
175,659


65.4
%ENT


68,412


12,072


80,484


26.5
%

61,839


9,101


70,940


26.4
%Spine


13,170


10,266


23,436


7.7
%

11,973


9,923


21,896


8.2
%Total Product Sales

$
224,438

$
79,014

$
303,452


100.0
%
$
203,573

$
64,922

$
268,495


100.0
%% Net Product Sales


74.0
%

26.0
%

100.0
%




75.8
%

24.2
%

100.0
%


Our Sports Medicine product sales increased by 13.6 percent, our ENT product sales increased by 13.5 percent and our Spine product
sales increased by 7.0 percent for the year ended December 31, 2008 compared to 2007.

In
Sports Medicine, we introduced the Quantum controller and associated Coblation products at the end of 2007 which contributed to higher revenues in the first half of 2008 and our
investment in our International distribution channel and the expansion of our Americas distribution channel in Canada also positively contributed to increased product sales. In the second half of
2008, Sports Medicine product sales growth was reduced due to delays in shipments stemming from product performance issues with some of our Opus products and delayed launch of other new products.

ENT
product sales increased in both of our geographic markets as Coblation continued to gain wider acceptance as a standard of care for tonsillectomy and adenoidectomy procedures
combined with a higher average unit sales price in 2008.

Subsequent
to 2008, we ceased our reimbursement assistance service activities which had been a significant distribution focus in the Americas for our Spine products.

Investments
in our International distribution network have had a positive effect on product sales for all of our business units and product sales from International markets increased by
21.7 percent. In 2008, we began selling direct in Denmark. Of the increase in product sales, approximately $0.2 million was due to the translation effect of changes in foreign currency
rates on reported international sales.

Royalties, Fees and Other Revenues

Royalties, fees, and other revenues consist mainly of revenue from the licensing of our products and technology, plus shipping and
handling costs billed to customers. Royalties, fees, and other revenues increased to $14.3 million in 2008 from $11.2 million in 2007, as a result of increased sales by third parties of
products that use our radio frequency, or RF, technology pursuant to a license, and also include a $1.9 million royalty settlement we received in the second quarter of 2008.

45

---



Table of Contents

Cost of Product Sales

Year Ended December 31,2008

2007Dollars

% Net
Product
Sales

Dollars

% Net
Product
SalesProduct cost

$
78,498


25.9
%
$
71,547


26.6
%Controller amortization


8,856


2.9
%

8,836


3.3
%Other


7,606


2.5
%

5,998


2.2
%Total Cost of Product Sales

$
94,960


31.3
%
$
86,381


32.1
%


Product
margin as a percentage of net product sales increased to 68.7 percent in 2008 from 67.9 percent in 2007. The increase in 2008 product margin from 2007 resulted from
favorable product mix and lower warranty expense.

Operating Expenses

Year Ended December 31,2008

2007Dollars

% Total
Revenues

Dollars

% Total
RevenuesResearch and development

$
33,041


10.4
%
$
28,118


10.1
%Sales and marketing


128,872


40.5
%

104,584


37.4
%General and administrative


50,439


15.9
%

24,117


8.6
%Amortization of intangible assets


6,487


2.0
%

7,120


2.5
%Impairment of goodwill


18,945


6.0
%




0.0
%Reimbursement services


1,966


0.6
%

34,083


12.2
%Investigation and restatement-related costs


17,021


5.4
%




0.0
%Total operating expenses

$
256,771


80.8
%
$
198,022


70.8
%


Research and development expenseincreased $4.9 million to 10.4 percent of total revenues from 10.1 percent of total
revenues in 2007. The increase in research and development expenses in 2008 compared to 2007 is primarily attributable to clinical testing and new product development costs related to our
Coblation-based products, Parallax and Opus product lines.

Sales and marketing expenseincreased $24.3 million, to 40.5 percent of total revenues in 2008 compared to
37.4 percent of total revenues in 2007. The increase in 2008 related primarily to additional commissions and fees on increased product sales, and costs related to expanding our direct sales
force and increasing marketing personnel.

General and administrative expenseincreased $26.3 million to 15.9 percent of total revenues from 8.6 percent of
total revenues in 2007. In 2008, we accrued $15.1 million for the arbitration panel's award decision announced in June 2009 in the arbitration matter involving Gyrus and Ethicon originally
brought against us in May 2008. The remaining increase was primarily due to an increase in costs associated with our strategic options process during 2008, our direct legal fees related to the
arbitration matter involving Gyrus and Ethicon, and legal support costs for our March 2008 Nasdaq hearing.

46

---



Table of Contents

Impairment of goodwill.In December 2008 we experienced a significant change in our business climate, including the departure of three
executive
officers, a Department of Justice investigation, and a significant decrease in our market capitalization, which triggered an impairment analysis. As a result of our analysis of our goodwill balance,
we determined the entire $18.9 million of goodwill allocated to our Spine reporting unit was impaired and was charged to operating expense. We analyzed multiple scenarios to determine which
scenario provided the maximum fair value of the Spine reporting unit; however, none of the scenarios resulted in a fair value where the entire balance of goodwill was not fully impaired. The fair
values of our Sports Medicine and ENT reporting units, with goodwill balances of $103.6 million and $14.5 million, respectively, were determined to be in excess of the carrying values of
the reporting units and therefore no impairment charges were recognized related to these reporting units. The discounted cash flow analyses utilized discount rates of 17 percent,
20 percent and 21 percent for Sports Medicine, ENT and Spine, respectively. The discount rates consider Company-specific risk premiums for the Spine and ENT reporting units which we
determined based on ENT's concentration in tonsil and adenoid removal procedures and Spine's risk of losing customers to competitors based on the results of the Review. The average growth rates
utilized in our discounted cash flow models for the Sports Medicine and ENT reporting units were approximately 90 percent of the average growth rate for 2007 and 2008. We believe these growth
rates are reasonable estimates of future performance as we refocus our business practices based on the results of the Review. We noted that a 40 percent reduction in the growth rates for the
Sports Medicine and ENT reporting units would not result in a potential impairment charge. In order to reconcile the fair value of our reporting units in total to our market capitalization, we
adjusted for a subjectively estimated control premium of 15 percent in addition to a 40 percent reduction in fair value due to our inability in December 2008 to provide investors with
historical financial statements or forecast guidance in a timely manner.

Prior
to performing the goodwill analysis, we tested our $5.2 million of intangible assets associated with our Spine business unit for impairment. We determined that the future
net cash flows associated with each asset were in excess of the carrying value of each asset and therefore, no impairment charge was recorded.

Reimbursement services.In the fourth quarter of 2007, we purchased DiscoCare and determined that the purchase transaction was a
multiple element
contract which included both the purchase of 100 percent of the common stock of DiscoCare and the settlement of a preexisting contractual agreement between DiscoCare and ourselves. As part of
the DiscoCare transaction, we recorded a $25.0 million charge for the termination of the preexisting contractual agreement. Reimbursement services also includes the costs incurred, primarily
fees paid under the pre-acquisition contractual relationship to DiscoCare, as well as the costs of our DRS subsidiary, incurred in connection with reimbursement assistance services.

Investigation and restatementexpenses were incurred in 2008 as a result of the Review. These expenses include legal fees, forensic
accounting fees and incremental audit fees.

Interest and Other Income (Expense), Net

Year Ended
December 31,2008

2007Interest income

$
683

$
2,101Interest expense and bank fees


(3,793
)

(977
)Foreign exchange gain (loss), net


(5,657
)

1,262Other expense, net


(119
)

(180
)Interest and other income (expense), net

$
(8,886
)
$
2,206


47

---



Table of Contents

The
$11.1 million increase in net interest and other expense in 2008 is primarily attributable to a full year of interest expense on outstanding borrowings against our credit
facility and a decrease in market interest rates during 2008 on overnight deposits. The change in foreign exchange gain (loss) during the periods primarily relates to the remeasurement impact of
changing exchange rates during the period on assets and liabilities of our foreign subsidiaries. At the end of 2008, the US dollar strengthened against the material foreign currencies in which we
operate. Our foreign subsidiaries have local currency exposure to US dollar payables which resulted in a foreign exchange loss. In 2007, the US dollar weakened against the material foreign currencies
in which we operate.

Income Tax Provision (Benefit)

Our effective tax rate in 2008 and 2007 was 18.3 percent and 119.8 percent, respectively. In 2008, our effective tax rate
differed from our U.S. federal and state statutory tax rate of 38 percent as a result of the split of earnings generated or apportioned to foreign tax jurisdictions where statutory tax rates
are lower than in the U.S. including Costa Rica, where we currently have a tax holiday. In addition, in 2008, we recognized $18.9 million for the impairment of goodwill which is a nondeductible
expense. In 2007, our effective tax rates differed from our U.S. federal and state statutory tax rate of 39 percent as a result of the split of earnings or apportionment of costs between the
U.S. and foreign tax jurisdictions.

Liquidity and Capital Resources

Historically, our liquidity needs have been to finance the costs of operations, to acquire complementary businesses or assets and to
make repurchases of our common stock. Our operating cash flow has historically been affected by the overall profitability of the sales of our products, our ability to invoice and collect from
customers in a timely manner, and our ability to efficiently implement our acquisition strategy and manage costs. We have historically relied on our cash flow from operations, cash on hand and
borrowings under our Credit Agreement for liquidity. As a result of repaying and terminating our Credit Agreement on September 1, 2009, we do not have access to a credit facility as a possible
source of liquidity.

On
January 13, 2006, we entered into a five-year revolving Credit Agreement (the "Credit Agreement") with a syndicate of bankers (collectively, the "Lenders").
Borrowings under the Credit Agreement bore interest at a rate equal to the lender's prime rate plus a percentage ranging from 0.75 percent to 2.0 percent or at LIBOR plus a percentage
ranging from 2.0 percent to 3.25 percent. Borrowings were secured by essentially all assets of the U.S. companies. As of December 31, 2009, we had no outstanding balances and the
Credit Agreement had been terminated. The weighted average interest rate applicable to the borrowings under the Credit Agreement was 6.4 percent for the year ended December 31, 2009.

On
January 14, 2009, we received a letter from the Nasdaq Listing Qualifications Panel (the "Panel") stating that the Panel had determined to delist and suspend trading of our
common stock on Nasdaq effective at the open of trading on January 16, 2009. The Panel's delisting notice constituted an event of default under the Credit Agreement. On January 16, 2009
we received a waiver from the Lenders and the Administrative Agent relating to the event of default resulting from the delisting of our stock. Under the terms of the waiver, we repaid
$10 million of the principal amount (plus accrued and unpaid interest) outstanding under the Credit Agreement. The other terms of the waiver were substantially identical to the Second Amendment
and Consent of November 26, 2008.

48

---



Table of Contents

On
February 23, 2009, we received a letter from the Administrative Agent asserting that certain Events of Default (as defined in the Credit Agreement) existed under the Credit
Agreement, including Events of Default resulting from:



The
letter also notified us that the Lenders were no longer required to honor and did not intend to honor further extensions of credit under the Credit Agreement. Additionally, the
Administrative Agent and Lenders stated that while they were not presently exercising any of their rights, powers, or remedies available to them with respect to the alleged Events of Default (which
include the right to
accelerate the maturity of the remaining $45 million of indebtedness outstanding under the Credit Agreement), all such rights, powers and remedies were expressly reserved.

On
April 1, 2009, we received a letter from the Administrative Agent notifying us that as a result of the existence of certain Events of Default under the Credit Agreement, the
Administrative Agent, at the request of the Lenders, terminated the commitments of the Lenders to make additional loans and the Administrative Agent to make credit extensions including letters of
credit under the Credit Agreement, effective as of close of business on March 31, 2009.

On
August 14, 2009, we signed a Third Amendment to the Credit Agreement and Forbearance Agreement (the "Forbearance Agreement") with respect to the Credit Agreement. The
Forbearance Agreement became effective upon meeting certain conditions, including (but not limited to): being current in payments on all interest on loans and letter of credit fees; a payment of
$7.5 million of the outstanding principal indebtedness; a forbearance fee equal to 0.75 percent of the outstanding Commitments after taking account of the $7.5 million reduction
to principal described above with the fee to be paid (i) 0.50 percent on the effective date of the Forbearance Agreement and (ii) 0.25 percent due on October 1,
2009, unless all indebtedness under the Credit Agreement shall have been fully repaid before October 1, 2009, in which case the 0.25 percent amount shall be waived; the delivery of a
collateral questionnaire to the Administrative Agent and consenting Lenders; and the payment of all fees and expenses incurred by the Administrative Agent.

On
September 1, 2009, we sold 75,000 shares of Series A Preferred Stock to OEP AC Holdings LLC, an affiliate of OEP, for gross proceeds of $75.0 million. We
used approximately $39 million of the proceeds to repay all outstanding indebtedness under the Credit Agreement and to cash collateralize a letter of credit. In connection with the repayment of all
outstanding indebtedness under the Credit Agreement, all rights and obligations under the Credit Agreement were terminated and all security interests and other encumbrances were released, other than
our obligations with respect to a letter of credit issued in favor of an affiliate of one of the Lenders in the amount of €750,000, which

49

---



Table of Contents

was
cash collateralized in the approximate amount of $1.4 million. This letter of credit was terminated in November 2009.

After
the repayment of the Credit Agreement and the payment of fees and expenses related thereto and to the issuance of the Preferred Stock to OEP, we had approximately
$35 million of net proceeds, which we intend to use together with cash from operations to fund our general business requirements.

During
the year ended December 31, 2009 and continuing through the date of this report, our liquidity and cash flow has been materially and adversely affected by the significant
cash required to pay the costs associated with the Review and the resulting events of default that have followed which restrict our normal access to credit markets. We are unable to predict the
outcome of ongoing litigation and
investigations to which we are a party and these matters could have a material adverse effect on our liquidity and cash flow. See "Part IItem 3Legal
Proceedings" and "Part IItem 1ARisk Factors." We expect that our cash flows from operations together with cash on hand will be sufficient to satisfy our
short-term and, excluding the uncertainty related to the ongoing litigation and investigations to which we are a party, long-term normal operating liquidity requirements.

Cash Flows and Working Capital for the Year Ended December 31, 2009 compared to the year ended December 31, 2008

As of December 31, 2009, we had $106.3 million in working capital compared to $43.4 million at December 31,
2008. At December 31, 2008 we had $55 million of borrowings outstanding under our Credit Agreement that was classified as short-term debt and which reduced our working
capital. The change in working capital is primarily a result of the sale of our Series A Preferred Stock for $75.0 million as discussed above which was used to repay the outstanding borrowings
under our Credit Agreement. As of December 31, 2009, our principal sources of liquidity consisted of $57.4 million in cash and cash equivalents.

Cash
provided by operating activities in 2009 was $19.5 million, compared to $32.0 million in 2008, and differed from our net loss of $5.8 million as a result of
non-cash expenses such as depreciation and amortization expense of $23.9 million and stock-based compensation of $6.6 million. Accrued liabilities were reduced by
$18.4 million, primarily as a result of final settlement and payment of the Gryus arbitration matter.

Cash
used in investing activities was $12.4 million in 2009 consisting primarily of property and equipment additions offset by the removal of cash restrictions due to the
termination of the Credit Agreement. Cash used in investing activities was $24.7 million in 2008 consisting primarily of property and equipment additions.

Cash
provided by financing activities was $15.9 million in 2009 as we sold our Series A Preferred Stock for an aggregate purchase price of $75.0 million less direct
issuance cost of $5.6 million and we repaid our outstanding principal balance under our Credit Agreement of $55.0 million. Cash used in financing activities was $11.5 million in
2008 as we made common stock repurchases of $11.8 million.

Cash Flows and Working Capital for the Year Ended December 31, 2008 compared to the year ended December 31, 2007

As of December 31, 2008, we had $43.4 million in working capital compared to $122.0 million at December 31,
2007. The change in working capital reflects our outstanding borrowings under our Credit Agreement being classified as a current liability as of December 31, 2008. As of December 31,
2008, our principal sources of liquidity consisted of $38.0 million in cash, cash equivalents, restricted cash equivalents and investments.

50

---



Table of Contents

Cash
provided by operating activities in 2008 was $32.0 million, compared to $31.8 million in 2007. Cash provided by operations in 2008 differed from our net loss for 2008
of $35.0 million primarily due to $23.0 million of depreciation and amortization expense and $10.7 million of stock-based compensation, $18.9 million for the impairment of
goodwill related to our Spine business unit, and a net decrease in working capital due to higher accrued liabilities. Cash provided by operating activities in 2007 differed from our 2007 net income of
$0.5 million due primarily to $21.3 million of depreciation and amortization and $11.1 million of stock-based compensation.

Cash
used in investing activities was $24.7 million in 2008 consisting primarily of property and equipment additions. Cash used in investing activities was $28.6 million in
2007 consisting primarily of property and equipment additions and a $14.8 million payment to ATI shareholders in relation to our 2005 acquisition of ATI, partially offset by $3.7 million
of net maturities of available-for-sale securities. In 2007, $6.8 million of our cash became restricted under our Credit Agreement.

Cash
used in financing activities was $11.5 million in 2008 compared to cash provided by financing activities of $19.5 million in 2007. In 2008, we repurchased
$11.8 million of our common stock and reduced the principal outstanding under our Credit Agreement by $5.0 million. In 2007, we borrowed $60.0 million under our Credit Agreement
to repurchase an approximate equivalent value of our common stock. We also received proceeds and benefits from the exercise of stock options by employees.

Series A Preferred Stock

Certain terms and conditions of the rights, preferences and privileges of our Series A Preferred Stock issued in September 2009
include:



51

---



Table of Contents



For
additional information relating to our Series A Preferred Stock, see Note 12, "Capital" in the notes to the consolidated financial statements.

Contractual Obligations and Commercial Commitments

The following table aggregates all material contractual obligations and commercial commitments that affected our financial condition
and liquidity as of December 31, 2009 (in thousands):

Payments Due by PeriodTotal(1)

Less than
1 Year

1-3
Years

3-5
Years

More than
5 YearsOperating lease obligations

$
12,176

$
2,595

$
4,719

$
3,326

$
1,536Educational grants(2)


150


50


100





Purchase commitments with suppliers(3)


4,476


2,846


1,630





Total

$
16,802

$
5,491

$
6,449

$
3,326

$
1,536


(1)The
Company has entered into indemnification agreements with several former executives and employees. While the potential for future payments exists, the
amounts are not estimable.(2)Represents
contributions to foundations that promote and support education and research initiatives.(3)Represents
agreements to purchase products that are enforceable, legally binding and specify terms, including: fixed or minimum quantities to be purchased
and the approximate timing of the payments.


52

---



Table of Contents

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the
U.S., or GAAP, requires our management to make judgments, assumptions and estimates that affect the amounts of revenue, expenses, income, assets and liabilities, reported in our consolidated financial
statements and accompanying notes. Understanding our accounting policies and the extent to which our management uses judgment, assumptions and estimates in applying these policies is integral to
understanding our financial statements. We describe our most significant accounting policies in Note 3, "Summary of Significant Accounting Policies" in the notes to the consolidated financial
statements. We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition
and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from
period to period due to the significant judgments, estimates and assumptions about highly complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates
could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update
them as appropriate based on changing conditions.



Our principal sources of revenue are from sales of our products through our direct sales professionals, independent sales agents and
independent distributors. We recognize these revenues when there is persuasive evidence of an arrangement providing for the sale of a product, delivery of the product has occurred, the sale price of
the product is fixed or determinable and collectibility is reasonably assured.

For
product sales made by our direct sales professionals or independent agents, our criteria for revenue recognition is complete when our product is delivered to end customers, such as
surgical centers and hospitals. These sales occur either through a purchase order submitted by the customer or through trunk sales. For purchase orders, we ship product to and invoice the end customer
directly. For trunk sales, product is hand-delivered at the end customer's premises from trunk stock maintained by the direct sales representative or independent agent and a
bill-only order is received notifying us of the product's delivery at which time we invoice the end customer.

Sales
to distributors occur either as stocking and replenishment orders or as drop shipments to end customers. In the majority of cases involving sales to distributors, our requirements
for revenue recognition are met when we deliver product to a particular distributor. In the case of certain distributors, we have agreed to pricing reductions based on the distributors' ultimate
reselling price and in these cases we recognize revenue on a "sell-through" basis only after the distributor has sold our products to an end user. In order to determine the amount of
sell-through revenue that should be recognized during a given reporting period, we rely on reports from the distributors that provide us with information about sales to end customers
during the reporting period as well as the amount and types of our products in the distributor's inventory at the end of a reporting period. Our management is required to exercise a significant level
of judgment to determine the accuracy and reliability of the reported information. We use a first-in-first-out accounting method to account for products sold by
these distributors where we apply the sell-through method.

Our
customers generally have the right to return or exchange products purchased from us for up to 60 days from the date of product shipment. At each period end, we determine the
extent to which our revenues need to be reduced to account for returns and exchanges and we record a reserve against revenue recognized during that period for product returns and exchanges that our
management estimates are likely to occur after the end of that period. We base these estimates on our historical

53

---



Table of Contents

experience
with our customers and on direct customer feedback. We had an agreement with one customer that provided for an extended right of exchange. Our management has concluded that the duration of
the exchange agreement with this customer is inconsistent with our revenue recognition criteria and as a result revenue related to product sales to this customer is being deferred until the related
right of exchange period has expired.

Our
revenue recognition is also impacted by management's estimate of our customers' ability to pay us pursuant to the terms of our customer agreements. If after we have recognized
revenue, collectibility of an account receivable becomes doubtful, we will establish an allowance for doubtful accounts with respect to the previously recognized revenue that remains uncollected.
Where our management forms a judgment that a particular customer has not established a sufficient credit history but decides to deliver products to the customer, we will defer recognizing
revenues on product sales to that customer until collectibility is reasonably assured, which typically coincides with the collection of cash. Once the customer establishes a reliable payment history
we generally return to normal revenue recognition based on our criteria. We regularly review the creditworthiness of our customers considering such factors as historical collection experience, a
customer's current credit standing, the age of accounts receivable balances, and general economic conditions that may affect a customer's ability to pay (both individually and in the aggregate).

Prior
to ceasing activities in our DiscoCare and DRS subsidiaries in early 2009, products were billed to and cash collected from third-party payors for which we have determined that we
are unable to conclude as to whether the exchange represented persuasive evidence of an arrangement providing for the sale of product or whether amounts billed, including those collected, would be
subject to future disputes with the payor due to insurance reimbursement practices. Accordingly, product sales revenues have been reversed until the Company is able to conclude on the above, including
revenue for product sales where the Company has collected cash. Cash received from third-party payors related to DiscoCare and DRS has been recorded on the consolidated balance sheet as an accrued
liability pending the resolution of any possible dispute. With the cessation of the DiscoCare and DRS businesses, we are no longer engaged in product sales activities where we bill third-party payors.

Although
the terms of our agreements with many of our customers provide that risk of loss passes to the customer upon shipment, we have historically accepted the risk of loss until
product delivery. Accordingly, we only recognize revenues on a product sale, if in management's judgment, it has been delivered during the relevant reporting period. The application of this policy
requires our management to make estimates as to the timing of deliveries. We base these estimates on our historical experience with product shipments to particular markets that we serve. We regularly
compare these estimates to actual results based on delivery confirmations to determine whether a change of estimate is required.

We
generally recognize license fees and other revenue over the term of the associated agreement. Royalties represent the largest component of non-product sales revenue and
are recognized as earned, generally based on the licensees' revenue recognition practices and are classified as royalties, fees and other revenues in the accompanying statements of operations.

When
we make payments to our customers, we recognize those payments as a reduction of revenue unless we can determine that we received products or services that have a fair value equal
to the amount of the payment to the customer. In order to determine the fair value of the products or services received and whether alternative sources of supply exist, management is required to use
judgment and make estimates to determine the amount that should be classified as a reduction of revenue and the amount to be classified as an expense.



We value our inventory based at cost. We adjust the value of our inventory to the extent our management determines that our cost cannot
be recovered due to obsolescence or other factors. In

54

---



Table of Contents

order
to make these determinations, our management uses estimates of future demand and sales prices for each product to determine appropriate inventory reserves and to make corresponding reductions in
inventory values to reflect the lower of cost or market value. In the event of a sudden significant decrease in demand for our products, or a higher incidence of inventory obsolescence, we could be
required to increase our inventory reserve, which would increase our cost of product sales and decrease our gross profit.



Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of
acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly
intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of
future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract,
meaning that it includes other transaction components such as a settlement
of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction.



Our goodwill balance is not amortized to expense; instead it is tested for impairment at least annually. We perform our annual goodwill
impairment analysis at the end of the fourth quarter. If events or indicators of impairment occur between annual impairment analyses, we perform an impairment analysis of goodwill at that date. These
events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant asset. In
testing for a potential impairment of goodwill, we: (1) verify there are no changes to our reporting units with goodwill balances; (2) allocate goodwill to our various reporting units to
which the acquired goodwill relates; (3) determine the carrying value, or book value, of our reporting units, as some of the assets and liabilities related to each reporting unit are held by a
corporate function; (4) estimate the fair value of each reporting unit using a discounted cash flow model; (5) reconcile the fair value of our reporting units in total to our market
capitalization adjusted for a subjectively estimated control premium and other identifiable factors; (6) compare the fair value of each reporting unit to its carrying value; and (7) if
the estimated fair value of a reporting unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to
a purchase price allocation for an acquired business to calculate the implied fair value of the reporting unit's goodwill and recognize an impairment charge if the implied fair value of the reporting
unit's goodwill is less than the carrying value.

The
process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis, including the identification of our
reporting units, identification and allocation of the assets and liabilities to each of our reporting units and determination of fair value. In estimating the fair value of a reporting unit for the
purposes of our annual or periodic impairment analyses, we make estimates and significant judgments about the future cash flows of that reporting unit. Our cash flow forecasts are based on assumptions
that represent the highest and best use for our reporting units. Changes in judgment on these assumptions and estimates could result in further goodwill impairment charges. We believe that the
assumptions and estimates utilized are appropriate based on the information available to management.

On
December 31, 2009, we performed our required annual goodwill impairment test. Our goodwill has been allocated to our Sports Medicine and ENT reporting units. The test requires
us to compare the fair value of each business unit to its carrying value. If the fair value is less than the carrying value,

55

---



Table of Contents

we
are required to compare the carrying value of the reporting unit's goodwill to its implied fair value. The fair values of our Sports Medicine and ENT reporting units, with goodwill balances of
$105.4 million and $14.5 million, respectively, were determined to be in excess of the carrying values of the
reporting units and therefore no impairment charges were recognized related to these reporting units. The discounted cash flow analyses utilized discount rates of 16 percent and
19 percent for Sports Medicine and ENT, respectively. The discount rates consider a Company-specific risk premium for the ENT reporting unit which we determined based on ENT's concentration in
tonsil and adenoid removal procedures. The average growth rates utilized in our discounted cash flow models for the Sports Medicine and ENT reporting units were approximately 80 percent of the
average growth rate between 2007 and 2009. We believe these growth rates are reasonable estimates of future performance. We noted that a 25 percent reduction in the growth rates for the Sports
Medicine and ENT reporting units would not result in an impairment charge. The enterprise fair values implied by the discounted cash flow analysis were below market capitalization, which reflects the
conservative nature of our forecasts. As the fair value of the reporting units was significantly above the carrying value using these conservative estimates, we concluded that the second step of the
goodwill impairment test was not necessary.

Intangible
assets with finite lives and property, plant and equipment are amortized or depreciated over their estimated useful life on a straight line basis. We monitor conditions
related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period. We test these assets for potential impairment whenever
our management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or
circumstance on either an asset's useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset.

In
addition to testing goodwill impairment, we tested our $3.6 million of intangible assets associated with our Spine business unit for impairment. We determined that the future
net cash flows associated with each asset were in excess of the carrying value of each asset and therefore, no impairment charge was recorded.



The outcomes of legal proceedings and claims brought against us and other loss contingencies are subject to significant uncertainty. We
accrue a charge against income when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated.
In addition, we accrue for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent to appeal. In determining the
appropriate accounting for loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount
of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating
the amount of a loss or a range of loss involves significant judgment.



We account for income taxes under the liability method, whereby deferred tax asset or liability account balances are determined based
on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets when we expect the amount of tax benefit to be realized is less than the carrying value of the
deferred tax asset.

56

---





Table of Contents

We make an evaluation at the end of each reporting period as to whether or not some or all of the undistributed earnings of our foreign subsidiaries are
permanently reinvested. While we may have concluded in the past that some of such undistributed earnings are permanently reinvested, facts and circumstances may change in the future. Changes in facts
and circumstances may include a change in the estimated capital needs of our foreign subsidiaries, or a change in our corporate liquidity requirements. Such changes could result in our management
determining that some or all of such undistributed earnings are no longer permanently reinvested. In that event, we would be required to recognize income tax liabilities on the assumption that our
foreign undistributed earnings will be distributed to the U.S.

Accounting
for income taxes involves uncertainty and judgment on how to interpret and apply tax laws and regulations within our annual tax filings. Such uncertainties from time to time
may result in a tax position that may be challenged and overturned by a tax authority in the future which could result in additional tax liability, interest charges and possibly penalties. We classify
interest and penalties as a component of tax expense.



Our Series A Preferred Stock is classified as mezzanine equity and is shown on our balance sheet net of issuance costs. The
difference between the carrying value of the Series A Preferred Stock and its redemption value is accreted over 5 years using the effective interest method. As the Series A
Preferred Stock is convertible at the option of the holder, we immediately amortized the entire amount of the beneficial conversion feature, as determined on the date of issuance, as a dividend.
Additional dividends are accrued at the stated rate each period so that the mezzanine equity carrying value will equal its redemption value on the fifth anniversary of the issuance when any remaining
unconverted Series A Preferred Stock could be redeemable at the option of the holder. Dividends declared on the Series A Preferred Stock shares, the accretion of issuance costs and
amortization of the beneficial conversion feature reduce the amount of net earnings that are available to common stockholders and are presented together as a separate amount on the consolidated
statements of operations.

Stock-Based Compensation

We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment
awards made to employees, including employee stock options, restricted stock awards and employee stock purchases related to the Employee Stock Purchase Plan, or ESPP, based on estimated grant date
fair values. The determination of fair value involves a number of significant estimates. We use the Black-Scholes option pricing model to estimate the value of employee stock options which requires a
number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based on historical data as well as expectations of
future developments over the term of the option. As stock-based compensation expense is based on awards ultimately expected to vest it has been reduced for estimated forfeitures. Forfeitures are
estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Management's estimate of forfeitures is based on historical
experience but actual forfeitures could differ materially as a result of voluntary employee actions and involuntary actions which would result in significant change in our stock-based compensation
expense amounts in the future.

Recently Issued Accounting Pronouncements

New accounting pronouncements or changes in existing accounting pronouncements may have a significant effect on our results of
operations, our financial condition, our net worth or our business operations.

57

---



Table of Contents

The
Financial Accounting Standards Board, or FASB, guidance on fair value measurement and disclosures became effective January 1, 2008. However, in February 2008, the FASB delayed
the effective date to January 1, 2009 for fair value measurement and disclosures of nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed annually at
fair value in the financial statements. The adoption of these provisions related to nonfinancial assets and nonfinancial liabilities, on January 1, 2009, did not have a material impact on the
consolidated financial statements.

In
April 2008, the FASB issued new requirements regarding the determination of the useful lives of intangible assets. The Company adopted this guidance on January 1, 2009, and
there was no impact upon adoption.

In
November 2008, the FASB issued guidance on accounting for an asset acquired in a business combination or in an asset acquisition that an entity does not intend to actively use. The
Company adopted this guidance on January 1, 2009, and there was no impact upon adoption.

On
January 1, 2009, the Company adopted the revised FASB guidance regarding business combinations. In April 2009, the FASB issued an amendment to the revised business combination
guidance regarding the accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. There was no impact upon adoption and the effect of this guidance
will depend on the nature and significance of business combinations occurring after the effective date.

In
April 2009, the FASB issued guidance on determining fair value when the volume and level of activity for an asset or liability has significantly decreased, and in identifying
transactions that are not orderly. The guidance was effective for the Company on a prospective basis for the quarter ended June 30, 2009, and there was no material impact on the consolidated
financial statements.

In
April 2009, the FASB issued guidance on the recognition and presentation of other-than-temporary impairments on investments in debt securities. This guidance
was effective for the Company on a prospective basis for the quarter ended June 30, 2009, and there was no material impact on the consolidated financial statements.

In
April 2009, the FASB issued additional requirements to disclose the fair value of financial instruments which are not recorded at fair value in both interim and annual financial
statements. The
new requirements were effective in the quarter ended June 30, 2009, and there was no material impact on the consolidated financial statements.

In
May 2009, the FASB issued guidelines on subsequent event accounting, which were effective for the Company in the quarter ended June 30, 2009, and there was no impact on the
consolidated financial statements.

In
July 2009, the FASB issued the FASB Accounting Standard Codification (the "Codification"). The Codification became the single source of authoritative nongovernmental U.S. GAAP,
superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and related literature. The Codification eliminates the previous U.S. GAAP hierarchy
and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for the Company in the quarter ended
September 30, 2009, and there was no material impact on the consolidated financial statements.

In
August 2009, the FASB issued guidance of the measurement of fair value. The Company adopted this guidance in the quarter ended September 30, 2009 and there was no material
impact on the consolidated financial statements.

In
October 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition
and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence or third-party evidence is unavailable. For the
Company, this

58

---



Table of Contents

guidance
is effective for all new or materially modified arrangements entered into on or after January 1, 2011 with earlier application permitted as of the beginning of a fiscal year. Full
retrospective application of the new guidance is optional. The Company is currently assessing its implementation of this new guidance, but does not expect it to have a material impact on the
consolidated financial statements.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks as part of our ongoing business operations, primarily risks from changing interest rates and
foreign currency exchange rates that may impact, adversely or otherwise, our financial condition, results of operations, or cash flows. Although payments under the operating leases for our facilities
are tied to market indices, we are not exposed to material interest rate risk associated with operating leases. As of September 1, 2009, we repaid all indebtedness owed under our Credit
Agreement and terminated the Credit Agreement. As a result, we are no longer exposed to the risks associated with fluctuating interest rates for borrowings under the Credit Agreement. Prior to
repayment, borrowings under our Credit Agreement incurred interest based on then-current market interest rates. We have not historically used derivative financial instruments to manage
these market risks.

Our
interest income is dependent on changes in the general level of U.S. interest rates. Our cash and cash equivalents consist of money market funds and various deposit accounts.
Short-term investments consist primarily of corporate bonds with readily determinable fair market values based on quoted market prices from active markets and are generally immaterial to
our working capital or financial position. For the years ended December 31, 2009, 2008 and 2007, we had no significant realized gains or losses. As of December 31, 2009, we had
$0.1 million invested in available-for-sale marketable securities. An immediate 10 percent increase or decrease in interest rates would not have a material
adverse impact on our future operating results or cash flows.

The
table below presents principal amounts and related weighted average interest rates as of December 31, 2009 for our cash, cash equivalents, restricted cash equivalents and
investments (in thousands):

Cash, cash equivalents, restricted cash equivalents, and investments

$
57,386Average interest rate earned on cash, cash equivalents, restricted cash equivalents, and investments


0.55
%Loan receivable

$
2,500Average interest rate earned on loan receivable


7.00
%


Foreign Currency Risk

A significant portion of our international sales and operating expenses are denominated in currencies other than the U.S. dollar. To
the extent that the exchange rates for these currencies fluctuate against the U.S. dollar, we will experience variations in the U.S. dollar reported value of our results of operations and financial
condition. Our cash and cash equivalents are denominated primarily in U.S. dollars; however, we also generate cash and will maintain balances in euros, British pounds, Swedish krona, Australian
dollars and Costa Rican colones. A 10.0 percent change in the December 31, 2009 exchange rates for these currencies would have an impact on pre-tax income of approximately
$1.0 million. We have not used derivative financial instruments to hedge against foreign currency risk. Our objective is to minimize foreign currency exposure by maintaining only enough foreign
currency for immediate working capital requirements and holding the majority of our cash and cash equivalents in U.S. dollar accounts.

59

---





Table of Contents

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial statements of the Company and the Report of Independent Registered Public Accounting Firm are included in this
Report on the pages indicated.



Description

PageFinancial Statements:Report of Independent Registered Public Accounting Firm

61Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008

63Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007

64Consolidated Statements of Stockholders' Equity for the years ended December 31, 2009, 2008 and 2007

65Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007

66Notes to the Consolidated Financial Statements

67Financial Statement Schedule:Schedule II: Valuation and Qualifying Accounts for the years ended December 31, 2009, 2008, and 2007

113


All
other schedules are omitted because they are not applicable.

60

---





Table of Contents

Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Shareholders of ArthroCare Corporation:

In
our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of ArthroCare Corporation at
December 31, 2009 and 2008 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company did not maintain, in all material respects, effective
internal control over financial reporting as of December 31, 2009, based on criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) because material weaknesses in internal control over financial reporting related
to (i) an ineffective control environment, information and communication and monitoring of controls; (ii) ineffective controls related to the period-end financial reporting
process; (iii) ineffective controls related to accounting for
revenue; and (iv) ineffective controls related to accounting for business acquisitions, existed as of that date. A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a
timely basis. The material weaknesses referred to above are described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. We considered these material
weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the December 31, 2009 consolidated financial statements and our opinion regarding the
effectiveness of the Company's internal control over financial reporting does not affect our opinion on those consolidated financial statements. The Company's management is responsible for these
financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting included in management's report referred to above. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the
Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.

As
discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions in 2007.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are

61

---



Table of Contents

recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLPAustin, TX
March 15, 2010

62

---





Table of Contents



ARTHROCARE CORPORATION        CONSOLIDATED BALANCE SHEETS        (in thousands, except par value data)

December 31,2009

2008ASSETSCurrent assets:Cash and cash equivalents

$
57,386

$
33,506Restricted cash equivalents and investments





4,474Accounts receivable, net of allowances of $4,069 and $4,001 at 2009 and 2008, respectively


45,789


45,354Inventories, net


48,628


56,437Deferred tax assets


12,983


27,914Prepaid expenses and other current assets


6,563


8,657Total current assets


171,349


176,342Property and equipment, net


47,386


48,933Intangible assets, net


17,975


24,085Goodwill


119,076


118,054Deferred tax assets


30,526


16,651Other assets


4,816


5,420Total assets

$
391,128

$
389,485LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
14,299

$
17,607Accrued liabilities


46,077


60,200Deferred tax liabilities


3


129Deferred revenue


4,508


Current portion of notes payable





55,000Income tax payable


195


Total current liabilities


65,082


132,936Deferred tax liabilities


303


327Deferred revenue





3,210Other non-current liabilities


4,844


6,521Total liabilities


70,229


142,994Commitments and contingencies (Notes 9 and 10)Series A 3% Redeemable Convertible Preferred Stock, par value $0.001; Authorized: 100 shares; Issued and outstanding: 75 shares at 2009
and none at 2008


70,504


Stockholders' equity:Preferred stock, par value $0.001; Authorized: 5,000 shares; Issued and outstanding: none





Common stock, par value, $0.001: Authorized: 75,000 shares; Issued and outstanding: 26,886 shares at 2009 and 26,755 at 2008


27


27Treasury stock: 4,019 shares at 2009 and 4,101 at 2008


(108,724
)

(110,945
)Additional paid-in capital


379,921


372,651Accumulated other comprehensive income


1,645


126Accumulated deficit


(22,474
)

(15,368
)Total stockholders' equity


250,395


246,491Total liabilities, redeemable convertible preferred stock and stockholders' equity

$
391,128

$
389,485


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

63

---





Table of Contents



ARTHROCARE CORPORATION        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except per-share data)

Year Ended December 31,2009

2008

2007Revenues:Product sales

$
315,763

$
303,452

$
268,495Royalties, fees and other


15,845


14,285


11,221Total revenues


331,608


317,737


279,716Cost of product sales


93,195


94,960


86,381Gross profit


238,413


222,777


193,335Operating expenses:Research and development


36,045


33,041


28,118Sales and marketing


118,602


128,872


104,584General and administrative


46,096


50,439


24,117Amortization of intangible assets


6,317


6,487


7,120Impairment of goodwill





18,945


Reimbursement services


353


1,966


34,083Investigation and restatement-related costs


31,686


17,021


Total operating expenses


239,099


256,771


198,022Loss from operations


(686
)

(33,994
)

(4,687
)Interest income


284


683


2,101Interest expense and bank fees


(3,725
)

(3,793
)

(977
)Foreign exchange gain (loss), net


1,233


(5,657
)

1,262Other expense, net


(4
)

(119
)

(180
)Interest and other income (expense), net


(2,212
)

(8,886
)

2,206Loss before income taxes


(2,898
)

(42,880
)

(2,481
)Income tax provision (benefit)


2,879


(7,855
)

(2,972
)Net income (loss)


(5,777
)

(35,025
)

491Accrued dividend, beneficial conversion feature and accretion charges on Series A 3% Convertible Preferred Stock


(28,045
)




Net income (loss) applicable to common stockholders

$
(33,822
)
$
(35,025
)
$
491Weighted-average shares outstanding:Basic


26,803


26,610


27,452Diluted


26,803


26,610


28,870Earnings (loss) per share applicable to common stockholders:Basic

$
(1.26
)
$
(1.32
)
$
0.02Diluted

$
(1.26
)
$
(1.32
)
$
0.02


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

64

---





Table of Contents



ARTHROCARE CORPORATION        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        (in thousands)

Common
Stock
Shares

Common
Stock
Amount

Treasury
Stock

Additional
Paid-In-Capital

Accumulated
Other
Comprehensive
Income

Retained
Earnings
(Accumulated
Deficit)

Total
Stockholders'
Equity

Comprehensive
Income (Loss)Balance, December 31, 2006


27,395

$
27

$
(42,158
)
$
326,623

$
3,529

$
21,902

$
309,923Issuance of common stock through:Exercise of options and restricted stock


637


1





14,297








14,298Employee stock purchase plan


7








306








306Contribution to employee benefit plan


25





482


639








1,121Stock compensation











10,065








10,065Income tax benefit from exercise of stock options











6,135








6,135Purchase of common stock


(1,256
)

(1
)

(59,645
)










(59,646
)Reclassification at adoption of ASC 470-25-8

















(2,081
)

(2,081
)Currency translation adjustment














441





441

$
441Net income

















491


491


491Balance, December 31, 2007


26,808


27


(101,321
)

358,065


3,970


20,312


281,053

$
932Issuance of common stock through:














Exercise of options and restricted stock


97








1,221








1,221Employee stock purchase plan


15








391








391Contribution to employee benefit plan


79





2,154


(639
)




(655
)

860Stock compensation











9,797








9,797Income tax benefit from exercise of stock options











3,816








3,816Purchase of common stock


(244
)




(11,778
)










(11,778
)Currency translation adjustment














(3,844
)




(3,844
)
$
(3,844
)Net loss

















(35,025
)

(35,025
)

(35,025
)Balance, December 31, 2008


26,755


27


(110,945
)

372,651


126


(15,368
)

246,491

$
(38,869
)Issuance of common stock through:Exercise of options and restricted stock


50








359








359Contribution to employee benefit plan


81





2,221








(1,329
)

892Stock compensation











6,557








6,557Income tax benefit from exercise of stock options











1,412








1,412Accrued dividends and accretion charges on Series A 3% Convertible Preferred Stock











(1,058
)







(1,058
)Currency translation adjustment














1,519





1,519

$
1,519Net loss

















(5,777
)

(5,777
)

(5,777
)Balance, December 31, 2009


26,886

$
27

$
(108,724
)
$
379,921

$
1,645

$
(22,474
)
$
250,395

$
(4,258
)


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

65

---





Table of Contents



ARTHROCARE CORPORATION        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)

Year Ended December 31,2009

2008

2007Cash flows from operating activities:Net income (loss)

$
(5,777
)
$
(35,025
)
$
491Adjustments to reconcile net income (loss) to net cash provided by by operating activities:Depreciation and amortization


23,904


22,994


21,329Impairment of goodwill and intangible assets





18,945


Provision for doubtful accounts receivable and product returns


3,147


7,258


6,488Provision for inventory and warranty reserves


2,778


7,987


4,813Non-cash stock compensation expense


6,557


10,659


11,123Deferred taxes


1,339


(10,516
)

(11,152
)Income tax benefits relating to employee stock options


(1,099
)

(3,746
)

(4,492
)Other


(715
)

(296
)

296Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:Accounts receivable


(1,830
)

(8,474
)

(8,686
)Inventories


6,936


(7,792
)

(7,281
)Prepaid expenses and other current assets


3,136


(2,558
)

589Accounts payable


(3,375
)

2,405


3,078Accrued liabilities


(18,361
)

28,795


14,797Deferred revenue


1,298


1,445


439Income taxes payable


1,530


(48
)

(30
)Net cash provided by operating activities


19,468


32,033


31,802Cash flows from investing activities:Purchases of property and equipment


(16,140
)

(20,890
)

(22,635
)Earnout payment for purchase of ATI, net





(483
)

(14,776
)Payments for business combinations, including earnouts, and purchases of intangible assets


(439
)

(1,375
)

(1,657
)Purchases of restricted securities








(1,302
)Disbursement of loan receivable


(180
)

(2,320
)

Net change in restricted cash equivalents and investments


4,362


396


8,081Proceeds from maturities of available-for-sale securities


33





3,656Net cash used in investing activities


(12,364
)

(24,672
)

(28,633
)Cash flows from financing activities:Proceeds from issuance of preferred stock, net of issuance cost


69,446





Payments for purchases of treasury stock





(11,778
)

(59,646
)Proceeds from draws on revolving credit agreement








60,000Repayments on revolving credit agreement


(55,000
)

(5,000
)

Payment for deferred debt cost





(114
)

Proceeds from issuance of common stock, net of issuance costs





391


306Proceeds from exercise of options to purchase common stock, net of issuance costs


359


1,221


14,298Income tax benefit relating to employee stock options


1,099


3,746


4,492Net cash provided by (used in) financing activities


15,904


(11,534
)

19,450Effect of exchange rate changes on cash and cash equivalents


872


(570
)

99Net increase (decrease) in cash and cash equivalents


23,880


(4,743
)

22,718Cash and cash equivalents, beginning of the period


33,506


38,249


15,531Cash and cash equivalents, end of the period

$
57,386

$
33,506

$
38,249


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

66

---





Table of Contents

ARTHROCARE CORPORATION        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1FORMATION AND BUSINESS OF THE COMPANY

ArthroCare Corporation ("ArthroCare" or the "Company") is a medical device company incorporated on April 29, 1993, that develops, manufactures and markets surgical products, many
of which are based on the Company's minimally invasive patented Coblation® technology. The Company's products are used across several medical specialties, improving many existing
soft-tissue surgical procedures and enabling new minimally invasive surgical procedures. The Company's business is divided into three business units: Sports Medicine, ENT, and Spine. Each
of the Sports Medicine, ENT and Spine business units market and sell their products in two principal geographic markets: Americas (North and South America) and International (all other geographies).

NOTE 2REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

During the fourth quarter of 2009, the Company identified an error related to returns of consigned Sports Medicine inventory that were originally processed and recorded in 2008 and an
error related to the translation of foreign currencies into U.S. dollars for certain subsidiaries. Upon its review of these errors, management determined that product returns were incorrectly recorded
as reductions to product sales in 2008 and foreign exchange losses were incorrectly recorded as currency translation adjustments and included in the consolidated balance sheet as a component of other
comprehensive income in 2008. The impact of these errors was an understatement of revenue, understatement of foreign exchange losses and an understatement of net loss for the year ended
December 31, 2008. The Company assessed the materiality of these errors for the year ended December 31, 2008 in accordance with Accounting Standards Codification, or ASC, 250, Accounting Changes and Error
Corrections, which incorporates ASC 250-10-S99-1, Assessing Materiality, and concluded that the errors were not material to the year ended December 31, 2008. However,
the Company concluded that
the errors were material to the year ended December 31, 2009, principally because the errors would have overstated the growth rate of our Sports Medicine business unit for the three-month
period ended December 31, 2009 when compared to the same period in 2008. Thus, in accordance with ASC 250, which incorporates ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements, the 2008 financial statements
presented herein have been revised to correct for these immaterial errors. The corrections resulted in a $3.6 million increase in product sales, a $3.6 million increase in gross profit,
a $3.9 million increase in foreign exchange loss and a $0.1 million increase to income tax benefit, resulting in a $0.3 million increase to net loss ($0.01 per share) in the
consolidated statement of operations for the year ended December 31, 2008. Associated adjustments were also made to increase accounts receivable by $3.6 million and to decrease deferred
income tax assets by $1.4 million, decrease additional paid-in capital $1.4 million, and increase accumulated other comprehensive income $3.9 million on the
consolidated balance sheet for the year ended December 31, 2008. As a result of these corrections, cash provided by operating activities increased $0.9 million, cash used in financing
activities increased $1.4 million, and the effect of exchange rates on cash and cash equivalents decreased $0.5 million on the consolidated statement of cash flows for the year ended
December 31, 2008.

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation.The consolidated financial statements include the accounts of the Company and all of its wholly-owned
subsidiaries. All
significant intercompany transactions and accounts have been eliminated. The Company uses the calendar year as its fiscal year.

67

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates.The preparation of financial statements in conformity with accounting principles generally accepted in the U.S.
requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities in the consolidated financial statements and the reported amount
of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents.The Company considers all highly liquid investments purchased with original maturities of ninety days or
less to be cash
equivalents. Cash and cash equivalents include money market funds and various deposit accounts.

Restricted Cash Equivalents and Investments.Restricted cash equivalents and investments represent certain of the Company's cash
balances which were
restricted subject to a control agreement with the Lenders as part of a Credit Agreement. Upon repayment of the balances due under the Credit Agreement on September 1, 2009, these restrictions
were removed. Investments consist primarily of corporate bonds with readily determinable fair market values. The Company's investments are classified as "available-for-sale"
and accordingly are reported at fair value, with unrealized gains and losses reported as a component of stockholders' equity. Unrealized losses are charged against income when a decline in the fair
market value of an individual security is determined to be other than temporary. Realized gains and losses on investments are included in interest income and are determined on the specific
identification method. For the years ended December 31, 2009, 2008 and 2007, the Company had no significant realized gains or losses.

Inventories and Inventory Allowances.The Company's inventories are stated at standard cost, which include material, labor and overhead
costs and
approximates actual cost determined on a first-in, first-out basis. The Company adjusts the value of its inventory to the extent management determines that the cost cannot be
recovered due to obsolescence or other factors. In order to make these determinations, management uses estimates of future demand and sales prices for each product to determine appropriate inventory
reserves and to make corresponding reductions in the carrying value of inventory to reflect the lower of cost or market value. In the event of a sudden significant decrease in demand for the Company's
products, or a higher incidence of inventory obsolescence, the Company could be required to increase its inventory reserve, which would increase cost of product sales and decrease gross profit.

Property and Equipment.Property and equipment is stated at cost and is depreciated on a straight-line basis over the asset's estimated
useful life. The Company places the majority of its manufactured controller units with customers in order to facilitate the sale of disposable devices. Controller units placed with customers are
capitalized at cost and amortized to cost of product sales over a four-year period. Leasehold improvements are amortized over the shorter of five years or the lease term. Furniture,
fixtures, machinery and equipment are amortized over a five year period, while computer equipment and software are amortized over three to five years. Buildings are depreciated over a thirty year
life. Maintenance and repair costs are charged to operations as incurred. Upon retirement or sale, the cost of disposed assets and their accumulated depreciation are removed from the balance sheet and
any gain or loss is recognized in current operations. The Company tests its property, plant and equipment for potential impairment whenever management concludes events or changes in circumstances
indicate that the carrying amount may not be recoverable. The original

68

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

estimate
of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Revenue Recognition.The Company's principal sources of revenue are from sales of its products through direct sales professionals,
independent sales
agents and independent distributors. These revenues are recognized when there is persuasive evidence of an arrangement providing for the sale of a product, delivery of the product has occurred, the
sale price of the product is fixed or determinable and collectibility is reasonably assured. Revenues include shipping and handling costs billed to customers. Shipping and handling costs are presented
as a part of cost of product sales, when related to revenue producing activities.

For
product sales made by direct sales professionals or independent agents, the Company's criteria for revenue recognition is generally complete when the product is delivered to end
customers, such as surgical centers and hospitals. These sales occur either through a purchase order submitted by the customer or through trunk sales. For purchase orders, the Company ships product to
and invoices the end customer directly. For trunk sales, product is hand-delivered at the end customer's premises from trunk stock maintained by the direct sales representative or
independent agent and a bill-only order is received notifying the Company of the product's delivery at which time the end customer is invoiced.

Sales
to distributors occur either as stocking and replenishment orders or as drop shipments to end customers. In the majority of cases involving sales to distributors, the requirements
for revenue recognition are met when the product is delivered to a particular distributor. In the case of certain distributors, the Company has agreed to pricing concessions based on the distributors'
ultimate reselling price and in these cases revenue is recognized on a "sell-through" basis only after the distributor has sold the products to an end user. In order to determine the
amount of sell-through revenue that should be recognized during a given reporting period, the Company relies on reports from the distributors that provide information about sales to end
customers during the reporting period as well as the amount and types of products in the distributor's inventory at the end of a reporting period. The Company's management is required to make
estimates and exercise a significant level of judgment to determine the accuracy and reliability of the reported information. A first-in-first-out accounting method
is used to account for products sold by these distributors where the sell-through method has been applied.

Customers
generally have the right to return or exchange products purchased from the Company for up to 60 days from the date of product shipment. At each period end, the Company
determines the extent to which its revenues need to be reduced to account for expected returns and exchanges and a reserve is recorded against revenue recognized. These estimates are based on
historical experience with customers and on direct customer feedback. The Company has an agreement with one customer that provides for an extended right of exchange. Management determined that for
this customer, it was not possible to reasonably estimate future return levels and as a result, revenue related to product sales to this customer is being deferred until the related right of exchange
period has expired.

Revenue
recognition is also impacted by management's estimate of customers' ability to pay pursuant to the terms of customer agreements. If after the Company has recognized revenue,
collectibility of an account receivable becomes doubtful, an allowance for doubtful accounts will be established with respect to the previously recognized revenue that remains uncollected. When
management forms a judgment that a particular customer has not established a sufficient credit history but decides to deliver products to the customer, revenue recognition will be deferred.
Once the

69

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

customer
establishes a reliable payment history the Company generally returns to normal revenue recognition based on the Company's criteria. The creditworthiness of customers is periodically reviewed
considering such factors as historical collection experience, a customer's current credit standing, the age of accounts receivable balances, and general economic conditions that may affect a
customer's ability to pay.

Prior
to early 2009, certain products were billed to and cash collected from third-party payors that the Company may judge to be subject to possible disputes or re-pricing by
the payors. Because of the Company's limited history with such disputes and re-pricings, management has concluded that the criteria for revenue recognition are not satisfied with respect
to these product sales and revenue recognition has been deferred for these sales until the risk of disputes or claims is judged by management to be remote. Since early 2009 the Company is no longer
engaged in product sales activities where it bills third-party payors.

Although
the terms of the agreements with many of the Company's customers provide that title and risk of loss passes to the customer upon shipment, the Company has historically accepted
the risk of loss until product delivery. Accordingly, revenue is recognized on a product sale if in management's judgment it has been delivered during the relevant reporting period. The application of
this policy requires management to make estimates as to the timing of deliveries. These estimates are based on historical experience with product shipments to particular markets that are served. These
estimates are regularly compared to actual results based on delivery confirmations to determine whether a change of estimate is required.

The
Company generally recognizes license fees and other revenue over the term of the associated agreement. Royalties represent the largest component of non-product sales
revenue and are recognized as earned, generally based on the licensees' revenue recognition practices and are classified as royalties, fees and other revenues in the accompanying consolidated
statements of operations.

When
payments are made to customers, the Company recognizes those payments as a reduction of revenue unless it can be determined that the Company received products or services that are
separable from the customer purchasing its product that have a fair value equal to the amount of the payment to the customer. When the fair value of the products or services received is less than the
consideration paid, only the portion that meets the above criteria is recognized as an expense and the excess is recorded as a reduction in revenue.

Business Combinations.Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair
value at the
date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly
intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of
future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract,
meaning that it includes other transaction components such as a settlement of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to
assets and liabilities acquired in the business purchase transaction.

Goodwill.The Company's goodwill balance is not amortized to expense; instead it is tested for impairment at least annually. The
Company performs its
annual goodwill impairment analysis at the

70

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

end
of the fourth quarter. If events or indicators of impairment occur between annual impairment analyses, the Company performs an impairment analysis of goodwill at that date. These events or
circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant asset. In testing for a
potential impairment of goodwill, the Company: (1) verifies there are no changes to its reporting units with goodwill balances; (2) allocates goodwill to its various reporting units to
which the acquired goodwill relates; (3) determines the carrying value, or book value, of its reporting units, as some of the assets and liabilities related to each reporting unit are held by a
corporate function; (4) estimates the fair value of each reporting unit using a discounted cash flow model; (5) reconciles the fair value of its reporting units in total to the Company's
market capitalization adjusted for a subjectively estimated control premium and other identifiable factors; (6) compares the fair value of each reporting unit to its carrying value; and
(7) if the estimated fair value of a reporting unit is less than the carrying value, the Company must estimate the fair value of all identifiable assets and liabilities of that reporting unit,
in a manner similar to a purchase price allocation for an acquired business to calculate the implied fair value of the reporting unit's goodwill and recognize an impairment charge if the implied fair
value of the reporting unit's goodwill is less than the carrying value.

The
process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis, including the identification of the
Company's reporting units, identification and allocation of the assets and liabilities to each of its reporting units and determination of fair value. In estimating the fair value of a reporting unit
for the purposes of the annual or periodic impairment analyses, the Company makes estimates and significant judgments about the future cash flows of that reporting unit. The cash flow forecasts are
based on assumptions that represent the highest and best use for the Company's reporting units. Changes in judgment on these assumptions and estimates could result in further goodwill impairment
charges. The Company believes
that the assumptions and estimates utilized are appropriate based on the information available to management.

Intangible
assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances
warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in
circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or
carrying value involve significant judgment.

Series A 3% Convertible Preferred Stock.The Company's Series A Preferred Stock is classified as mezzanine equity and is
shown net of
issuance costs. The difference in carrying value and redemption value resulting from offering costs and return of capital to the investor is accreted over the redemption period using the effective
interest method. As the preferred stock is convertible at the option of the holder, the Company elected to immediately amortize the entire amount of the beneficial conversion feature as a dividend on
the date of issuance. As the Company currently has an accumulated deficit, the election to immediately amortize the beneficial conversion feature had no impact on the accompanying consolidated balance
sheets. Additional dividends are accrued at the stated rate each period so that the mezzanine equity carrying value will equal its redemption value at the date the equity is redeemable and are
recorded on the declaration date at fair market value. Dividends on the

71

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

preferred
stock shares, including declared dividends, accrued cumulative dividends, deemed dividends on the accretion of issuance costs and amortization of the beneficial conversion feature, reduce
the available net income to common stockholders and are presented as a separate amount on the accompanying consolidated statements of operations.

Earnings Per Share.On September 1, 2009, the Company sold 75,000 shares of Series A Preferred Stock. The Series A
Preferred
Stock has participation rights in dividends issued to common stockholders. As a result the Company calculates earnings per share ("EPS") using the two class method for periods ending after
September 1, 2009. Under the two-class method, distributed and undistributed earnings are allocated to common stockholders based on their participation rights in those earnings.

Treasury Stock.Treasury stock is accounted for under the cost method and is included as a component of
stockholders' equity. When treasury stock is sold, the treasury stock balance is relieved using the weighted average cost.

Research and Development.Research and development costs are charged to operations as incurred.

Advertising Expense.Advertising expenses are charged to operations as sales and marketing expenses as incurred. Advertising expense
was
$1.5 million, $3.0 million and $3.2 million in 2009, 2008 and 2007, respectively.

Reimbursement Services.Reimbursement services represent the costs the Company incurred related to DiscoCare and DRS activities, which
do not
represent cost of product sales or sales and marketing expenses due to the reversal of revenue related to these activities.

Stock-Based Compensation.The Company accounts for stock-based compensation by measuring and recognizing as compensation expense the
fair value of
all share-based payment awards made to employees, including employee stock options, restricted stock awards on estimated grant date fair values. The determination of fair value involves a number of
significant estimates. The Company uses the Black-Scholes option pricing model to estimate the value of employee stock options which requires a number of assumptions to determine the model inputs.
These include the expected volatility of stock and employee exercise behavior which are based on historical data as well as expectations of future developments over the term of the option. As
stock-based compensation expense is based on awards ultimately expected to vest it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary,
in subsequent periods if actual forfeitures differ from those estimates. Management's estimate of forfeitures is based on historical experience but actual forfeitures could differ materially as a
result of voluntary employee actions and involuntary actions which would result in significant change in future stock-based compensation expense.

The
Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows.

Legal and Other Contingencies.The outcomes of legal proceedings and claims brought against the Company and other loss contingencies
are subject to
significant uncertainty. The Company accrues a charge against income when management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of
loss can be reasonably estimated. In

72

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

determining
the appropriate accounting for loss contingencies, the Company will consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as management's
ability to reasonably estimate the amount of loss. Current information available to the Company is regularly evaluated to determine whether an accrual should be established or adjusted. Estimating the
probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment.

Foreign Currency Translation.Most of the Company's wholly-owned subsidiaries outside the U.S. have functional currencies other than
the U.S. dollar.
Accordingly, all balance sheet accounts of these subsidiaries are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date, and revenues and expenses are
translated using the average exchange rate in effect during the period. The gains and losses from foreign currency translation of these subsidiaries' financial statements are recorded directly as a
separate component of stockholders' equity and represent essentially all of the balance under the caption "accumulated other comprehensive income (loss)."

For
the Company's other non-U.S. subsidiaries that have a functional currency of the U.S. dollar, all foreign currency denominated monetary assets and liabilities are
remeasured into U.S. dollars at current period-end exchange rates and non-monetary assets and related elements of expense are remeasured using historical rates of exchange.
Income and expense elements are remeasured into U.S. dollars using average exchange rates in effect during the period. Remeasurement gains and losses are recorded each period in the statement of
operations.

Concentration of Risks and Uncertainties.A majority of the Company's cash and cash equivalents are maintained at financial
institutions in the U.S.
Deposits at these institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on deposits of cash and cash equivalents.

Sales
to both international and domestic customers are generally made on open credit terms. Management performs ongoing credit evaluations of the Company's customers and maintains an
allowance for potential credit losses when needed. No individual customer represented more than
10 percent of product sales for the years ended December 31, 2009, 2008 and 2007 or the accounts receivable balance as of December 31, 2009 and 2008.

Income Taxes.The Company accounts for income taxes under the liability method, whereby deferred tax asset or liability account
balances are
determined based on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are
expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets when the amount of expected tax benefit to be realized is less than the carrying
value of the deferred tax asset.

An
evaluation is made at the end of each reporting period as to whether or not some or all of the undistributed earnings of foreign subsidiaries are permanently reinvested. While the
Company may have concluded in the past that some of such undistributed earnings are permanently reinvested, facts and circumstances may change in the future. Changes in facts and circumstances may
include a change in the estimated capital needs of foreign subsidiaries, or a change in corporate liquidity requirements. Such changes could result in management determining that some or all of such
undistributed earnings are no longer permanently reinvested. In that event, the Company would be required to recognize

73

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

income
tax liabilities on the assumption that foreign undistributed earnings will be distributed to the U.S.

Accounting
for income taxes involves uncertainty and judgment on how to interpret and apply tax laws and regulations within the Company's annual tax filings. Such uncertainties from time
to time may result in a tax position that may be challenged and overturned by a tax authority in the future which could result in additional tax liability, interest charges and possibly penalties.
Interest and penalties are classified as a component of income tax expense. In June 2006, the Financial Accounting Standards Board, or FASB, issued guidance on accounting for uncertainties in income
taxes. This guidance clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim
periods, and disclosure. The Company adopted these provisions on January 1, 2007 and recognized a $2.1 million increase in tax liability, which was accounted for as a reduction to the
January 1, 2007 balance of retained earnings.

Investigation and Restatement-Related Costs.Investigation and restatement-related costs are expenses incurred as a result of the SEC
and DOJ
investigations described in Note 10 "Litigation and Contingencies" and costs associated with the Review and restatement of previously reported financial
statements contained in the 2008 Form 10-K filed on November 18, 2009. These costs include legal expenses, forensic accountant fees and incremental external audit costs.

Recently Issued Accounting Pronouncements

New accounting pronouncements or changes in existing accounting pronouncements may have a significant effect on the results of
operations, the financial condition, or the net worth of the Company's business operations.

The
FASB guidance on fair value measurement and disclosures became effective January 1, 2008. However, in February 2008, the FASB delayed the effective date to January 1,
2009 for fair value measurement and disclosures of nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed annually at fair value in the financial statements.
The adoption of these provisions related to nonfinancial assets and nonfinancial liabilities, on January 1, 2009, did not have a material impact on the consolidated financial statements.

In
April 2008, the FASB issued new requirements regarding the determination of the useful lives of intangible assets. The Company adopted this guidance on January 1, 2009, and
there was no impact upon adoption.

In
November 2008, the FASB issued guidance on accounting for an asset acquired in a business combination or in an asset acquisition that an entity does not intend to actively use. The
Company adopted this guidance on January 1, 2009, and there was no impact upon adoption.

On
January 1, 2009 the Company adopted the revised FASB guidance regarding business combinations. In April 2009, the FASB issued an amendment to the revised business combination
guidance regarding the accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. There was no impact upon adoption and the effect of this guidance
will depend on the nature and significance of business combinations occurring after the effective date.

74

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In
April 2009, the FASB issued guidance on determining fair value when the volume and level of activity for an asset or liability has significantly decreased, and in identifying
transactions that are not orderly. The guidance was effective for the Company on a prospective basis for the quarter ended June 30, 2009, and there was no material impact on the consolidated
financial statements.

In
April 2009, the FASB issued guidance on the recognition and presentation of other-than-temporary impairments on investments in debt securities. This guidance
was effective for the Company on a prospective basis for the quarter ended June 30, 2009, and there was no material impact on the consolidated financial statements.

In
April 2009, the FASB issued additional requirements to disclose the fair value of financial instruments which are not recorded at fair value in the financial statements in both their
interim and annual financial statements. The new requirements were effective in the quarter ended June 30, 2009, and there was no material impact on the consolidated financial statements.

In
May 2009, the FASB issued guidelines on subsequent event accounting, which were effective for the Company in the quarter ended June 30, 2009, and there was no impact on the
consolidated financial statements.

In
July 2009, the FASB issued the FASB Accounting Standard Codification (the "Codification"). The Codification became the single source of authoritative nongovernmental U.S. GAAP,
superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and related literature. The Codification eliminates the previous U.S. GAAP hierarchy
and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for the Company in the quarter ended
September 30, 2009, and there was no material impact on the consolidated financial statements.

In
August 2009, the FASB issued guidance of the measurement of fair value. The Company adopted this guidance in the quarter ended September 30, 2009 and there was no material
impact on the consolidated financial statements.

In
October 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition
and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence or third-party evidence is unavailable. For the
Company, this guidance is effective for all new or materially modified arrangements entered into on or after January 1, 2011 with earlier application permitted as of the beginning of a fiscal
year. Full retrospective application of the new guidance is optional. The Company is currently assessing its implementation of this new guidance, but does not expect it to have a material impact on
the consolidated financial statements.

75

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4COMPUTATION OF EARNINGS (LOSS) PER SHARE

The following is a reconciliation of the numerator, net income (loss) applicable to common stockholders, and the denominator, number of shares, used in the calculation of basic and
diluted earnings (loss) per share (in thousands, except per-share data):

Year Ended December 31,2009

2008

2007Net income (loss) applicable to common stockholders

$
(33,822
)
$
(35,025
)
$
491Basic:Weighted-average common shares outstanding


26,803


26,610


27,452Basic earnings (loss) per share applicable to common stockholders

$
(1.26
)
$
(1.32
)
$
0.02Diluted:Weighted-average shares outstanding used in basic calculation


26,803


26,610


27,452Dilutive effect of options








1,282Dilutive effect of unvested restricted stock








136Weighted-average common stock and common stock equivalents


26,803


26,610


28,870Diluted earnings (loss) per share applicable to common stockholders

$
(1.26
)
$
(1.32
)
$
0.02Shares excluded from calculation as their effect would be anti-dilutive:Stock awards


3,221


3,137


585Stock issuable upon conversion of the Series A Preferred Stock


5,806








NOTE 5INVENTORY

The following summarizes the Company's inventories (in thousands):

December 31,2009

2008Raw materials

$
8,937

$
12,243Work-in-process


6,990


9,886Finished goods


39,081


42,07755,008


64,206Inventory valuation reserves


(6,380
)

(7,769
)Inventories, net

$
48,628

$
56,437


76

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6PROPERTY AND EQUIPMENT

The following summarizes the Company's property and equipment (in thousands):

December 31,2009

2008Controller placements

$
40,117

$
39,904Computer equipment and software


28,652


27,353Furniture, fixtures and leasehold improvements


11,656


11,549Machinery and equipment


19,288


17,259Building and improvements


6,668


6,339Construction in process


1,639


955Land


745


745108,765


104,104Less: accumulated depreciation


(61,379
)

(55,171
)Total property and equipment, net

$
47,386

$
48,933


Depreciation
expense related to the Company's property and equipment was $17.3 million, $16.5 million and $14.2 million for the years ended December 31, 2009,
2008 and 2007, respectively.

NOTE 7GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill are as follows (in thousands):

December 31,2009

2008Goodwill as of January 1, 2009 and 2008 net of accumulated impairment losses of $18,945 and $0, respectively

$
118,054

$
140,182Acquisitions, earnouts, and purchase accounting adjustments


(328
)

813Translation adjustments


1,350


(3,996
)Asset impairment





(18,945
)Goodwill as of December 31, 2009 and 2008 net of accumulated impairment losses of $18,945 and $18,945, respectively

$
119,076

$
118,054


Changes
to goodwill in 2009 were related to purchase accounting adjustments and were immaterial both individually and in the aggregate, and foreign translation adjustments related to
goodwill.

In
December 2008, the Company experienced a significant change in its business climate, including the resignation of three executive officers, a Department of Justice investigation, and
a significant decrease in the Company's market capitalization, which triggered a goodwill impairment analysis. As a result of the analysis of the Company's goodwill balance, the entire
$18.9 million of goodwill allocated to the Spine reporting unit was determined to be impaired and was charged to operations. The fair values of the Sports Medicine and ENT reporting units, with
goodwill balances of $103.6 million and $14.5 million, respectively, were determined to be in excess of carrying values of the reporting units and therefore no impairment charges were
recognized. The remainder of the changes in goodwill related to

77

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7GOODWILL AND INTANGIBLE ASSETS (Continued)

other
acquisitions and earnout payments from prior acquisitions, which were immaterial both individually and in the aggregate, and foreign currency translation adjustments.

Intangible assets with finite lives

Intangible assets are originally recorded at historical cost, in the case of separately purchased intangible assets, or at estimated
fair value, in the case of assets acquired in the purchase of a business, and all of the Company's intangible assets are subject to amortization ratably over their estimated useful lives. Intangible
assets consist of the following (in thousands, except weighted-average useful life):

December 31,Weighted-
Average
Useful Life2009

2008Intellectual property rights

$
26,901

$
26,901

8.0 yearsPatents


11,700


11,700

8.0 yearsTrade name/trademarks


4,828


4,828

7.8 yearsDistribution/customer relationships


6,459


6,049

6.3 yearsLicensing, employment and non-competition agreements


1,118


1,084

4.9 years51,006


50,562Less: accumulated amortization


(33,031
)

(26,477
)Total intangible assets, net

$
17,975

$
24,085


Total
amortization expense for the years ended December 31, 2009, 2008 and 2007 was approximately $6.6 million, $6.5 million and $7.1 million, respectively.

Estimated
future amortization expense is as follows (in thousands):

2010

$
6,2692011


6,2442012


4,8872013


5732014


2$
17,975


78

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8ACCRUED LIABILITIES

The following summarizes the Company's accrued liabilities (in thousands):

December 31,2009

2008Insurance dispute reserve

$
15,268

$
16,195Compensation


15,007


7,920Royalties and discounts


2,943


1,575Professional fees


2,748


1,874Legal fees and arbitration accrual


2,862


24,250Agent commissions


2,106


2,550Other


5,143


5,836$
46,077

$
60,200


The
Company entered into settlement and release agreements in May 2009 and December 2009 regarding prior claims for reimbursement made to certain private insurers related to cases in
which letters of protection were held by DiscoCare. The Company agreed to pay these insurers an aggregate of $3.5 million which reduced the Company's accrued insurance dispute reserve when paid
in 2009. In addition, the Company entered into two more settlement and release agreements in February 2010 and March 2010 for similar matters where the Company agreed to pay these insurers an
aggregate of $3.2 million which reduced the Company's accrued insurance dispute reserve when paid in 2010.

NOTE 9COMMITMENTS

The Company leases certain facilities and equipment under operating leases. The Company recognizes rent expense on a straight-line basis over the lease term. Rent expense was
$6.1 million, $6.0 million and $5.8 million in 2009, 2008 and 2007, respectively.

The
Company provides contributions to foundations that promote and support education and research initiatives.

In
the ordinary course of business, the Company enters into agreements to purchase materials in the future that are enforceable, legally binding and specify terms with fixed or minimum
quantities to be purchased and the approximate timing of payments.

At
December 31, 2009, total future minimum commitments were as follows (in thousands):

Minimum Lease
Payments

Educational
Grants

Purchase
Commitments

Total2010

$
2,595

$
50

$
2,846

$
5,4912011


2,492


50


1,330


3,8722012


2,227


50


300


2,5772013


2,157








2,1572014


1,169








1,169Thereafter


1,536








1,536$
12,176

$
150

$
4,476

$
16,802


79

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9COMMITMENTS (Continued)

Warranties

Disposable medical devices are guaranteed for materials, function and workmanship for a single usage. The Company's warranty obligation
is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The Company periodically evaluates and adjusts the warranty reserve to the
extent actual warranty expense varies from the original estimates.

NOTE 10LITIGATION AND CONTINGENCIES

In addition to the matters specifically described below, the Company is involved in other legal and regulatory proceedings that arise in the ordinary course of business that do not have
a material impact on the Company's business. Litigation claims and proceedings of all types are subject to many factors that generally cannot be predicted accurately.

The
Company records reserves for claims and lawsuits when they are probable and reasonably estimable. Except as otherwise specifically noted, the Company currently cannot determine the
ultimate resolution of the matters described below. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated, the Company has not recognized in the
Company's consolidated financial statements the potential liability that may result from these matters. If one or more of these matters is determined against the Company, it could have a material
adverse effect on the Company's earnings, liquidity and financial condition.

We
continue to gather additional facts and information related to insurance billing and healthcare compliance issues and marketing and promotional practices in connection with these
legal and administrative proceedings with the assistance of legal counsel.

SEC Investigation

The Fort Worth Regional Office of the SEC's Division of Enforcement is conducting a formal investigation into accounting matters
related to the restatement of financial results as announced by the Company on July 21, 2008 and completed on November 18, 2009. The Company is cooperating with the SEC investigation. At
this stage of the investigation, the Company cannot predict the ultimate outcome and is unable to estimate any potential liability the Company may incur.

DOJ Investigation

The DOJ is investigating certain of the Company's activities including past sales, accounting, and billing procedures in relation to,
primarily, the operation of the Company's Spine business unit. The DOJ is also reviewing the Company's relationship with its DiscoCare subsidiary. The Company is cooperating with this investigation.
At this stage of the investigation, the Company cannot predict the ultimate outcome and is unable to estimate any potential liability the Company may incur.

Private Securities Class Action and Shareholder Derivative Lawsuits



On April 4, 2008, a putative securities class action was filed in Federal court in the Southern District of Florida against the
Company and certain of its former executive officers, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Plaintiffs

80

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10LITIGATION AND CONTINGENCIES (Continued)

allege
that the defendants violated federal securities laws by issuing false and misleading financial statements and making material misrepresentations regarding the Company's internal controls,
business, and financial results. On October 28, 2008, the court granted the Company's motion to transfer this case to the U.S. District Court, Western District of Texas
(McIlvaine v. ArthroCare, et al).

On
July 25, 2008, a putative securities class action was filed in Federal court in the Western District of Texas against the Company, and certain of its current and former
executive officers, alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Plaintiffs allege that the defendants violated
federal securities laws by issuing false and misleading financial statements and making material misrepresentations regarding the Company's internal controls, business, and financial results.
(Strong v. ArthroCare, et al).

On
August 7, 2008, a derivative action was filed in Federal court in the Southern District of Florida against the Company and its then-current directors alleging
breach of fiduciary duty based on the Company's alleged improper revenue recognition, improper reporting of such revenue in SEC filings and press releases, failure to maintain adequate internal
controls, and failure to supervise management. On October 14, 2008, the court granted the Company's motion to transfer this case to the U.S. District Court, Western District of Texas
(Weil v. Baker, et al).

On
March 4, 2009, a derivative action was filed in Federal court in the Western District of Texas against the Company's current directors, a former director, certain of its
current and former executive officers and other employees and PricewaterhouseCoopers LLP alleging (i) disgorgement under Section 304 of the Sarbanes-Oxley Act;
(ii) violations of Section 10(b) of the Exchange Act and Rule 10b-5; (iii) breach of fiduciary duty; (iv) abuse of control; (v) gross
mismanagement of the Company; (vi) waste of corporate assets; (vii) insider trading; and (viii) unjust enrichment. (King v. Baker, et
al).

On
April 29, 2009, a derivative action was filed in Federal court in the Western District of Texas against the Company's current directors and a former director alleging breach of
fiduciary duty based on the Company's improper revenue recognition, improper reporting of such revenue in SEC filings and press releases, failure to maintain adequate internal controls, and failure to
supervise management. (Barron v. Baker, et al).

On
October 28, 2008, and thereafter, the two putative securities class actions and the shareholder derivative actions were consolidated and designated:In
Re ArthroCare Corporation Securities Litigation, Case No. 1:08-cv-00574-SS (consolidated) in the U.S. District Court, Western
District of Texas. On December 10, 2008, Lead Plaintiffs and Lead Plaintiffs' counsel were appointed in the putative consolidated securities class action. The Lead Plaintiff filed an Amended
Consolidated Class Action Complaint on December 18, 2009. ArthroCare filed a Motion to Dismiss the Amended Consolidated Class Action Complaint on February 16, 2010. The federal court
stayed the derivative actions pending the resolution of all motions to dismiss the Amended Consolidated Class Action Complaint and any further amended consolidated class action complaints.

At
this stage of the above-described Federal Court actions, the Company cannot predict the ultimate outcome and is unable to estimate any potential liability the Company may incur.

81

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10LITIGATION AND CONTINGENCIES (Continued)



On September 23, 2008, a derivative action was filed in Texas State District Court against the Company, and its then current
directors and certain of its current and former officers. (Wieser v. Baker). In this action, one of the Company's shareholders alleged derivative claims
on behalf of the Company that its directors and officers breached their fiduciary duties to shareholders by allowing improper financial reporting, failing to maintain adequate financial controls over
revenue recognition, disseminating false financial statements, abuse of control, gross mismanagement, waste of corporate assets, and engaging in insider trading.

On
October 20, 2008, a derivative action was filed in Texas State District Court against the Company, its then directors and certain of its current and former executive officers.
(Bocklet v. Baker). In this action, one of the Company's shareholders alleged derivative claims on behalf of the Company that its directors and officers
breached their fiduciary duties to shareholders by failing to maintain adequate financial controls over revenue recognition, allowing improper financial reporting, disseminating false financial
statements, and engaging in insider trading.

On
October 27, 2008, a derivative action was filed in Texas State District Court against the Company, its then directors and certain of its current and former executive officers.
(Guthrie v. Baker). In this action, one of the Company's shareholders alleged derivative claims on behalf of the Company that its directors and officers
breached their fiduciary duties to shareholders by failing to maintain adequate financial controls over revenue recognition, allowing improper financial reporting, disseminating false financial
statements, and engaging in insider trading.

On
March 18, 2009, these three shareholder derivative actions were consolidated and designated: In Re ArthroCare Corporation Derivative Litigation, Case
No. D-1-GN-08-3484 (consolidated), Travis County District Court. On the Company's motion, the state shareholder derivative actions were stayed
pending resolution of all motions to dismiss the federal Amended Consolidated Class Action Complaint and class certification, if any, of a class in the federal Amended Consolidated Class Action
Complaint.

At
this stage of the above-described State Court actions, the Company cannot predict the ultimate outcome and is unable to estimate any potential liability the Company may incur.

Patent Matters

On November 14, 2007, the Company brought a lawsuit against Gyrus Medical Inc., Gyrus ENT L.L.C. and Gyrus
ACMI Inc., Case No. 1:07-CV-00729-SLR in the U.S. District Court for the District of Delaware, in which the Company sought monetary damages and
equitable relief for claims of patent infringement relating to U.S. Patent No. 5,697,882 (the "'882 Patent"). In the lawsuit, the Company alleged that the use of Gyrus's "PlasmaCision" and
"PlasmaKinetic" products and systems infringes the '882 Patent. Gyrus sought invalidation of the Company's '882 Patent based on alleged inequitable conduct and alleged prior art. On October 8,
2009, the parties reached a settlement of this matter. In accordance with the settlement, Gyrus made a lump-sum payment to the Company of $2.5 million and the Company granted Gyrus certain
licenses subject to running royalties ranging from 4 percent to 6.5 percent and payable quarterly from October 2009 through January 2012, when the '882 patent expires. The parties also
released each other from any claims of patent infringement and dismissed the litigation with prejudice.

82

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10LITIGATION AND CONTINGENCIES (Continued)

On May 5, 2008, Gyrus Medical Ltd. and Gyrus Group PLC commenced an arbitration proceeding against the Company. In its arbitration notice, Gyrus alleged that, under
the Settlement Agreement dated June 28, 1999 among the Company, Gyrus Medical Ltd., and Ethicon, Inc. and certain Ethicon affiliates (collectively, "Ethicon"), the Company had
made "material changes" to certain of its arthroscopy productsthe Super TurboVac 90, the UltraVac, the Super MultiVac 50, the TurboVac 90XL and the MultiVac XLand that those
products infringed two Gyrus patents. Shortly thereafter, on June 12, 2008, Ethicon and DePuy Mitek, Inc. joined the arbitration (Gyrus, Ethicon and DePuy Mitek collectively, the
"Claimants"). The Company filed a counterclaim in
the arbitration for breach of the Settlement Agreement, alleging that Ethicon had not paid certain royalties when due under the Settlement Agreement.

On
June 10, 2009, the arbitration panel issued its interim decision and award. The panel ruled in favor of the Claimants on all issues, including the patent infringement and
breach of contract claims, and against the Company on its breach of contract counterclaim. The panel issued a final award on August 20, 2009 and awarded the Claimants
(i) $11.8 million for royalties on the patents due from April 2001 through February 2009, including pre-judgment interest of 10 percent; (ii) a
6.5 percent royalty for all sales of the infringing products starting from March 1, 2009; and (iii) $4.6 million in attorneys' fees and costs, including the costs of the
arbitration.

On
July 15, 2009, the Company filed a Petition in the U.S. District Court for the Northern District of California to vacate or modify the Arbitration Award and to stay enforcement
of the arbitration award. The parties resolved this action and the arbitration proceeding, effective as of December 15, 2009 pursuant to a settlement agreement under which the Company paid a
total of $15.5 million collectively to the Claimants in 2009. In connection with the settlement, the Claimants granted to the Company a non-transferable, non-assignable,
non-exclusive license to the patents at issue and their foreign equivalents. The Company will pay royalties thereunder of no more than the sum of the Claimants' and their affiliates'
royalty payments for that calendar year that are due to the Company under the terms of a pre-existing agreement between the Company, Ethicon Inc. (and two of its divisions),
Gynecare, Inc., and Gyrus Medical, Ltd.

NOTE 11DEBT

On January 13, 2006, the Company entered into a 5-year revolving Credit Agreement (the "Credit Agreement") with a syndicate of bankers (collectively, the "Lenders").
Borrowings under the Credit Agreement bore interest at a rate equal to the lender's prime rate (3.25 percent at December 31, 2008) plus a percentage ranging from 0.75 percent to
2.0 percent or, at the Company's option, at LIBOR plus a percentage ranging from 2.0 percent to 3.25 percent, based on its operating leverage ratio. Borrowings were secured by
essentially all assets of the U.S. companies. On September 1, 2009 the Company repaid all outstanding balances and the Credit Agreement was subsequently
terminated. The weighted average interest rate applicable to the borrowings under the Credit Agreement was 6.4 percent for the year ended December 31, 2009.

On
January 14, 2009, the Company received a letter from the Nasdaq Listing Qualifications Panel (the "Panel") stating that the Panel has determined to delist and suspend trading
of its common stock on Nasdaq effective at the open of trading on January 16, 2009. The Panel's delisting notice constituted an event of default under the Credit Agreement. On
January 16, 2009 the Company received a waiver from the Lenders and the Administrative Agent relating to the event of default resulting from the

83

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11DEBT (Continued)

delisting
of the Company's stock. Under the terms of the waiver, the Company paid $10 million of the principal amount (plus accrued and unpaid interest) outstanding under the Credit Agreement.
The other terms of the waiver were substantially identical to the Second Amendment and Consent of November 26, 2008.

On
February 23, 2009, the Company received a letter from the Administrative Agent asserting that certain Events of Default (as defined in the Credit Agreement) existed under the
Credit Agreement, including Events of Default resulting from:



The
letter also notified the Company that the Lenders were not required to honor and did not intend to honor further extensions of credit under the Credit Agreement. Additionally, the
Administrative Agent and Lenders stated that while they were not presently exercising any of their rights, powers, or remedies available to them with respect to the alleged Events of Default (which
included the right to accelerate the maturity of the remaining $45 million of indebtedness outstanding under the Credit Agreement), all such rights, powers and remedies were expressly reserved.
As a result of the February letter, the Company wrote-off the remaining unamortized debt issuance costs of $0.3 million in the first quarter of 2009. On March 20, 2009, the
Company received a letter from the Administrative Agent notifying the Company that it would be required to pay interest on the principal amount of all outstanding obligations at the Default Rate, as
defined in the Credit Agreement.

On
April 1, 2009, the Company received a letter from the Administrative Agent notifying the Company that as a result of the existence of certain Events of Default under the Credit
Agreement, the Administrative Agent, at the request of the Lenders, terminated the commitments of the Lenders to make additional loans and the Administrative Agent to make credit extensions including
letters of credit under the Credit Agreement, effective as of close of business on March 31, 2009.

On
August 14, 2009, the Company signed a Third Amendment to the Credit Agreement and Forbearance Agreement (the "Forbearance Agreement") with respect to the Credit Agreement. The
Forbearance Agreement became effective upon the Company meeting certain conditions, including (but

84

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11DEBT (Continued)

not
limited to): the Company being current in payments on all interest on loans and letter of credit fees; a payment of $7.5 million of the outstanding principal indebtedness; a forbearance fee
equal to 0.75 percent of the outstanding Commitments after taking account of the $7.5 million reduction to principal described above with the fee to be paid
(i) 0.50 percent on the effective date of the Forbearance Agreement and (ii) 0.25 percent due on October 1, 2009 unless all indebtedness under the Credit Agreement
was fully repaid before October 1, 2009, in which case the 0.25 percent amount was waived; the delivery of a collateral questionnaire to the Administrative Agent and consenting Lenders;
and the payment of all fees and expenses incurred by the Administrative Agent.

On
September 1, 2009, the Company repaid all outstanding indebtedness under the Credit Agreement, all rights and obligations under the Credit Agreement were terminated and all
security interests and other encumbrances were released, other than the Company's obligations with respect to a letter of credit issued in favor of an affiliate of one of the Lenders in the amount of
€750 thousand, which was cash collateralized in the amount of $1.4 million. This letter of credit was terminated in November 2009.

NOTE 12CAPITAL

Series A 3.00% Convertible Preferred Stock

On September 1, 2009, the Company issued and sold 75,000 shares of the Company's Series A 3 Percent Convertible
Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $75.0 million (the "Equity Financing") pursuant to the Securities
Purchase Agreement dated August 14, 2009, by and between the Company and OEP AC Holdings, LLC ("OEP").

The
Company used approximately $39 million of the proceeds to repay all outstanding indebtedness under the Credit Agreement and to cash collateralize a letter of credit. After the
repayment of the Credit Agreement and the payment of fees and expenses related thereto and to the issuance of the Preferred Stock to OEP, the Company had approximately $35 million of net
proceeds, which the Company intends to use together with cash from operations to fund its general business requirements.

Cumulative
dividends on the Series A Preferred Stock are payable-in-kind on a quarterly basis at the rate per annum of 3 percent of the liquidation
preference of $1,000 per share (the "Liquidation Preference") until October 1, 2014, (the "Dividend Duration Period"). As of December 31, 2009, a $0.8 million dividend was
accrued.

The
holders of the Series A Preferred Stock may convert their shares at any time, in whole or in part, at a rate of 66.667 shares of the Company's Common Stock per $1,000 of
Liquidation Preference of the Series A Preferred Stock, subject to customary anti-dilution adjustments (the "Conversion Rate"), representing an initial conversion price of $15.00
per share of Common Stock. If a conversion occurs prior to the expiration of the Dividend Duration Period, the number of shares of Common Stock received shall be increased for a make-whole
adjustment equal to the number of additional shares of Series A Preferred Stock the holder would have otherwise been paid during the Dividend Duration Period, multiplied by the Conversion Rate
(the "Make-Whole Adjustment").

The
Company may, at any time after September 1, 2010, cause an automatic conversion of all outstanding shares of Series A Preferred Stock upon no less than 10 days
prior notice if the closing

85

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12CAPITAL (Continued)

sales
price of the Common Stock equals or exceeds $35.00 per share (subject to adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) for the prior
20 consecutive trading days, the Company is current on its reporting requirements with the SEC, the Company has an effective resale registration statement and related prospectus that permits
the Common Stock issued upon such automatic conversion to be immediately resold thereunder, and the current DOJ investigations of the Company by the U.S. Attorney's offices in Florida and North
Carolina have been terminated, settled or finally adjudicated.

No
conversion of Series A Preferred Stock will be permitted to the extent that any holder of Series A Preferred Stock would individually hold in excess of
19.99 percent of the Company's voting power after the proposed conversion, or to the extent that the holders of Series A Preferred Stock would hold in excess of 17.8 percent of
the Company's voting power in the aggregate, in each case solely attributable to their holdings of Series A Preferred Stock and any Common Stock received upon conversion thereof (such
limitations collectively, the "Conversion Cap"). Shares of Series A Preferred Stock not convertible as a result of the Conversion Cap shall remain outstanding and shall become convertible to
the extent the Conversion Cap no longer applies.

At
any time after September 1, 2014, or in connection with a change in control of the Company, holders of the Series A Preferred Stock may require the Company to redeem any
or all outstanding shares of Series A Preferred Stock at the Liquidation Preference amount plus any applicable Make-Whole Adjustment. The Series A Preferred Stock has a
maximum redemption value of $87.1 million.

The
Series A Preferred Stock will rank subordinate and junior in right of payments to all indebtedness of the Company. Holders of the Series A Preferred Stock will vote
with the Common Stock on an as-converted basis, including any applicable Make-Whole Adjustment. However, no holder of the Series A Preferred Stock shall be permitted to
vote more than an equivalent of 19.99 percent of the Company's outstanding voting securities solely attributable to its ownership of the Series A Preferred Stock and any Common Stock
received upon conversion thereof. Holders of a
majority of the Series A Preferred Stock then outstanding, voting as a separate class, must approve any amendment to the Company's articles of incorporation or bylaws that would adversely
affect the rights of the holders of the Series A Preferred Stock.

The
Series A Preferred Stock can be converted into a maximum of 5,805,921 shares of the Company's common stock (the "Conversion Shares") representing a conversion price after the
Make-Whole Adjustment of $12.92 (the "Conversion Price"). The closing value of the Company's common stock on the date of issuance was $17.45 (the "Closing Price") resulting in an intrinsic
value of $4.65 per Conversion Share calculated as the Closing Price of $17.45 less the Conversion Price of $12.92 less approximately $0.7 million in proceeds which were used to pay expenses of
the investor. This resulted in a beneficial conversion feature of $27.0 million on the sale of the Series A Preferred Stock based on the intrinsic value of each Conversion Share
multiplied by the number of Conversion Shares. The beneficial conversion feature was immediately charged against net loss applicable to common stockholders as the Series A Preferred stock can
be converted into common stock at the option of the holder.

Gross
proceeds from the sale of the Series A Preferred Stock were reduced by direct issuance cost of $5.6 million, including the amount used to pay the expenses of the
investor, and will be accreted

86

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12CAPITAL (Continued)

over
a five year period using the effective interest rate method. Total accretion charges for the period ending December 31, 2009 were $0.3 million and were recorded as a dividend.

The
Company must file a registration statement on Form S-1 prior to September 1, 2010, to register the resale of the Common Stock underlying the
Series A Preferred Stock. If a registration statement is not filed or become effective by September 1, 2010, then the Company shall pay the holders of the Series A Preferred Stock
an amount equal to 2.00 percent per annum of the liquidation preference of the Series A Preferred Stock until the registration default is cured.

Holders
of the Series A Preferred Stock will not be permitted to transfer or dispose of its interest in the Series A Preferred Stock other than to certain of its affiliates
and will not convert any Series A Preferred Stock into shares of the Company's Common Stock for one year from the date of issuance, absent certain reorganization events occurring prior to that
date.

Treasury Stock

In December 2007, the Board of Directors authorized the purchase of up to $75.0 million in shares of the Company's common stock.
In December 2007, the Company purchased 1,255,982 treasury shares at a cost of $59.6 million and in January 2008, the Company purchased an additional 243,918 treasury shares at a cost of
$11.8 million. The Company repurchased shares based on an evaluation at that time of the Company's long-term cash forecast and balance sheet capacity, including anticipated capital
requirements.

In
February 2008, the Board of Directors authorized the purchase of an additional $75.0 million in shares of the Company's stock. The Company did not purchase any additional
shares. In September 2009, the Board of Directors cancelled the additional repurchase authorization.

In
2009, 2008 and 2007, the Company issued from treasury stock 81,524 shares valued at $0.9 million, 78,669 shares at a value of $0.9 million, and 12,102 shares at a value
of $1.1 million, respectively, in order to fulfill the Company's obligations to match employees' 401(k) contributions with shares of Company stock.

Employee Stock Purchase Plan

In December 1995, the Employee Stock Purchase Plan, or ESPP, was approved and the Company reserved 300,000 shares of common stock for
issuance thereunder. In May 2004, the Company's stockholders approved an amendment to the ESPP to increase the number of shares available for issuance by 150,000 shares, to a total of 450,000 shares.
Under the plan, regular full-time employees (subject to certain exceptions) may contribute up to 10 percent of base compensation to the semi-annual purchase of shares of
the Company's common stock. In February 2006, the Company amended the ESPP to increase the purchase price from 85 percent to 95 percent of the fair market value at certain
plan-defined dates. As of December 31, 2009, 57,288 shares remained available for future purchase under the ESPP.

Stock Option Plans

In August 1999, the Company adopted the Non-statutory Option Plan ("1999 Plan"). In June 2001, it authorized an amendment
to the plan, effective April 26, 2001, increasing the aggregate number of shares authorized under the 1999 Plan to 3,550,000. There were 36,678 awards available for grant at

87

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12CAPITAL (Continued)

the
end of December 31, 2008 that were canceled when the 1999 Plan expired in 2009. Awards that were granted prior to the expiration of the1999 Plan will continue to operate in accordance with
the terms of the 1999 Plan.

In
May 2003, the Company adopted the 2003 Incentive Stock Plan ("2003 Plan") under which the Board of Directors is authorized to grant incentive and non-statutory stock
option awards and restricted stock awards to employees and consultants. The 2003 Plan has been amended with approval of the Company's stockholders to increase the number of shares available for
issuance to a total of 3,700,000 shares. As of December 31, 2009, the Company had 1,111,229 shares available for future grant under the 2003 Plan.

Options
granted under the 1999 Plan and the 2003 Plan generally become exercisable over a 48-month period and restricted stock awards generally become exercisable over a
60-month period. All options and awards granted under each of the Company's plans have a legal life of seven years, effective February 2005. Prior to that, options granted had a legal life
of 10 years from the grant date. The Company has historically issued new shares upon exercises of stock options and vesting of restricted stocks.

The
1999 Plan and the 2003 Plan authorize the Company to issue Stock Appreciation Rights ("SARs") to directors, employees and consultants of the Company. SARs granted under the plans
have an expiration term of seven years and generally become exercisable over a 48-month period.

Activity
for all stock based compensation plans for the years ended December 31, 2009, 2008 and 2007 is as follows:

Stock Options Outstanding

Restricted Common Stock
OutstandingNumber of
Shares

Weighted-
Average Exercise
Price

Number of
Shares

Weighted-
Average Grant
Date Fair ValueBalance as of December 31, 2006


3,176,261

$
24.94


288,724

$
30.02Granted


647,264

$
37.92


142,614

$
46.17Exercised/vested


(747,827
)
$
20.48


(63,919
)
$
34.65Canceled/forfeited


(80,453
)
$
28.74


(8,549
)
$
38.71Balance as of December 31, 2007


2,995,245

$
28.78


358,870

$
35.41Granted


81,686

$
42.85


128,507

$
43.21Exercised/vested


(74,590
)
$
21.89


(133,979
)
$
20.71Canceled/forfeited


(164,656
)
$
36.76


(54,006
)
$
42.28Balance as of December 31, 2008


2,837,685

$
28.90


299,392

$
44.10Granted


1,153,462

$
23.50


177,619

$
23.50Exercised/vested


(22,234
)
$
20.38


(52,677
)
$
39.88Canceled/forfeited


(1,110,135
)
$
28.04


(62,301
)
$
44.43Balance as of December 31, 2009


2,858,778

$
27.12


362,033

$
34.55


Net
cash proceeds from the exercise of stock option awards were $0.4 million, $1.2 million, and $14.3 million for the years ended December 31, 2009, 2008 and
2007, respectively.

88

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12CAPITAL (Continued)

As
of December 31, 2009, there was $13.3 million of unrecognized compensation expense related to unvested stock option awards granted under the Company's stock plans. That
unrecognized cost is expected to be recognized over a weighted-average period of 3.3 years. As of December 31, 2009, 2,736,287 awards were vested or expected to vest with a weighted
average exercise price of $27.26. At December 31, 2009, the aggregate intrinsic value associated with these options was $4.4 million.

During
the year ended December 31, 2009, the Company issued 177,619 shares of restricted common stock, which were valued at $3.5 million when reduced by estimated
forfeitures. These awards vest over a period of five years. At December 31, 2009, there was total unrecognized compensation expense of $9.6 million, net of estimated forfeitures, related
to unvested restricted stock awards and units. That unrecognized cost is expected to be recognized over a weighted-average period of 3.3 years. The intrinsic value associated with the unvested
restricted stock awards was $8.6 million.

Stock
option awards outstanding and currently exercisable by exercise price for all plans at December 31, 2009 were as follows:

Options Outstanding

Options ExercisableRange of Exercise Prices

Shares
Outstanding

Weighted-Average
Remaining
Contractual Life

Weighted-
Average
Exercise Price

Options
Exercisable

Weighted-
Average
Exercise Price$9.80 - $13.80


287,341


2.90

$
12.61


287,341

$
12.61$14.10 - $22.60


287,835


2.56

$
20.22


287,835

$
20.22$22.77 - $23.00


28,816


1.50

$
22.94


28,816

$
22.94$23.50 - $23.50


1,153,460


6.96

$
23.50


89,172

$
23.50$24.38 - $31.00


297,423


3.49

$
27.03


297,423

$
27.03$31.50 - $36.08


305,654


3.31

$
34.93


245,668

$
34.64$37.24 - $44.04


310,773


4.10

$
41.19


221,850

$
41.16$44.50 - $50.62


182,786


3.44

$
46.85


149,535

$
46.81$52.80 - $52.80


3,690


4.58

$
52.80


2,074

$
52.80$54.15 - $54.15


1,000


4.73

$
54.15


562

$
54.15Total


2,858,778


4.76

$
27.12


1,610,276

$
27.96


Valuation and Expense Information

The following table summarizes the reporting of total stock-based compensation expense resulting from employee stock options, including
stock appreciation rights, and restricted stock awards for the years ended December 31, 2009, 2008 and 2007 (in thousands):

Year Ended December 31,2009

2008

2007Cost of product sales

$
1,079

$
1,309

$
1,112Research and development


671


1,208


1,394Sales and marketing


2,402


3,170


3,127General and administrative


2,404


4,191


4,337Stock based compensation expense before income taxes


6,556


9,878


9,970Income tax benefit


2,227


3,431


3,454Total stock-based compensation expense, net of income taxes

$
4,329

$
6,447

$
6,516


89

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12CAPITAL (Continued)

The weighted-average fair value of each option granted to employees during the years ended December 31, 2009, 2008 and 2007 were estimated at $10.73, $20.63 and $12.21,
respectively. The fair value of each stock option was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended
December 31, 2009, 2008 and 2007:

2009

2008

2007Expected terms (in years)


4.2


3.8


3.8Expected volatility


56
%

66
%

33
%Risk-free interest rate


1.9
%

2.6
%

4.7
%Expected dividends











Stock-based
compensation expense recognized has been reduced for estimated forfeitures at a rate of 6.6 percent based on the Company's historical experience. Forfeitures are
estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

NOTE 13LOAN RECEIVABLE

Over the course of 2009 and 2008, the Company loaned $2.5 million to a sterilization subcontractor with proceeds used to construct the subcontractor's Costa Rican sterilization
facility. The loan, which is recorded in other assets in the accompanying consolidated balance sheet, bears interest at a fixed rate of 7.0 percent and calls for repayment during the period of
2010 through 2015. The loan is secured by all of the subcontractor's assets in Costa Rica.

NOTE 14INCOME TAXES

The components of loss before income taxes were as follows (in thousands):

Year Ended December 31,2009

2008

2007Domestic

$
(3,532
)
$
(41,713
)
$
(2,753
)Foreign


634


(1,167
)

272Total

$
(2,898
)
$
(42,880
)
$
(2,481
)


90

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14INCOME TAXES (Continued)

The
income tax provision (benefit) consisted of the following (in thousands):

Year Ended December 31,2009

2008

2007Current:Federal

$
607

$
874

$
6,796State


185


928


777Foreign


748


859


607Total current


1,540


2,661


8,180Deferred:Federal


2,033


(8,133
)

(9,333
)State


(485
)

(2,196
)

(2,078
)Foreign


(209
)

(187
)

259Total deferred


1,339


(10,516
)

(11,152
)Total income tax provision (benefit)

$
2,879

$
(7,855
)
$
(2,972
)


The
income tax provision (benefit) differed from a provision computed at the U.S. statutory tax rate as follows (in thousands):

Year Ended December 31,2009

2008

2007Statutory rate tax provision

$
(1,014
)
$
(15,008
)
$
(868
)State income taxes


(92
)

(610
)

(305
)Differences in foreign tax rates


686


1,152


(1,232
)Research and development credits


(963
)

(1,327
)

(1,285
)Stock-based compensation


326


414


435Nondeductible expenses


386


464


250Goodwill impairment





6,631


Adjustment to prior year intercompany royalties


3,525





Other


25


429


33Total income tax provision (benefit)

$
2,879

$
(7,855
)
$
(2,972
)


The
Company's tax expense for the 2009 period was significantly reduced due to a tax holiday for its Costa Rica manufacturing operations. Under its holiday, the Company will not be
subject to Costa Rican income tax until January 2016. At that time, the Company will become subject to normal Costa Rican corporate taxes which are currently 30 percent.

Had
the Company not benefited from its Costa Rican tax holiday, it would have incurred an additional $2.7 million of income tax expense and loss per share would have increased by
$0.10 for 2009. For 2008, the income related to Costa Rica would have generated an additional $2.4 million of income tax expense and loss per share would have increased by $0.09. For 2007, the
income related to

91

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14INCOME TAXES (Continued)

Costa
Rica would have increased the Company's income tax expense by $3.1 million and decreased earnings per share by $0.11.

December 31,2009

2008Federal loss carryover

$
19,789

$
28,100Portion related to unrecognized stock-based compensation


401


7,314State loss carryover


7,425


10,900Portion related to unrecognized stock-based compensation


401


7,314Federal research and development credit carryover


8,973


8,390State research and development credit carryover


10,405


9,306


The
Company's federal net operating loss carryforwards will expire during the period 2020 through 2029 if not utilized. The Company's state net operating loss carryforwards will expire
during the period 2024 through 2029 if not utilized. The Company's federal research and development credit carryforwards will expire during the period 2010 through 2029. The state research and
development credits are not subject to expiration.

At
December 31, 2009, the Company had approximately $0.4 million of excess stock-based compensation tax deductions that have not been used to reduce income taxes payable.
The benefit to be recognized as a component of stockholders' equity when these deductions are used to reduce income taxes payable is approximately $0.2 million.

Under
U.S. tax law, certain changes in the Company's ownership could result in an annual limitation on the amount of net operating loss carryforwards and income tax credits that could be
utilized to offset future tax liabilities. At December 31, 2009, approximately $10.7 million of the Company's federal net operating loss carryforwards of $19.8 million are subject
to an annual utilization limit of approximately $1.7 million pursuant to Internal Revenue Code Section 382.

92

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14INCOME TAXES (Continued)

The
Company's deferred tax assets and liabilities consist of the following (in thousands):

December 31,2009

2008Deferred tax assets:Net operating loss carryovers

$
7,555

$
7,359R&D and other tax credits


12,610


11,498Allowances and reserves


7,183


11,055Deferred revenue


17,116


18,912Alternative Minimum Tax credit


371


271Stock-based compensation


7,303


5,076Other


10


526Gross deferred tax assets


52,148


54,697Valuation allowance


(292
)

(143
)Subtotal


51,856


54,554Deferred tax liabilities:Cost recovery


(3,692
)

(3,649
)Non-goodwill intangibles


(4,948
)

(6,686
)Other


(13
)

(110
)Gross deferred tax liabilities


(8,653
)

(10,445
)Net deferred tax assets

$
43,203

$
44,109


For
2009, the Company recorded a valuation allowance of approximately $0.1 million related to certain federal and state credits, which reduced the income tax benefit in the
period.

Income
tax benefits resulting from employee stock compensation of $1.4 million, $3.8 million, and $6.1 million, were credited to additional paid-in
capital for the years ended December 31, 2009, 2008 and 2007, respectively.

Deferred
U.S. income taxes and foreign withholding taxes are not provided on the undistributed cumulative earnings of foreign subsidiaries because those earnings are considered to be
permanently reinvested in those operations. The permanently reinvested undistributed earnings were approximately $16.0 million as of December 31, 2009. The tax impact resulting from a
distribution of these earnings would be approximately $6.1 million based on the normal U.S. statutory rate of 38 percent.

As
a result of the implementation of FASB ASC 740-10 on January 1, 2007, the Company recognized a $2.1 million increase in liability for uncertain tax benefits,
which was accounted for as a reduction to the January 1, 2007 balance of retained earnings. As of December 31, 2009, the Company had accrued approximately $7.1 million related to
uncertain tax positions, of which $6.2 million (net of federal benefit), if recognized, would result in a reduction of the effective tax rate. The Company classifies interest and penalties as a
component of income tax expense. No interest or penalty provisions have been recorded as of December 31, 2009 as the Company has net operating losses.

93

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14INCOME TAXES (Continued)

The
Company's change in uncertain tax benefit reserves during 2009 and 2008 were as follows (in thousands):

2009

2008

2007Balance at January 1

$
8,490

$
8,451

$
7,924Additions for tax positions of current period


652


632


527Decreases for tax positions taken in prior years


(2,064
)

(593
)

Balance at December 31

$
7,078

$
8,490

$
8,451


In
February 2008, the Company submitted an application with the Internal Revenue Service (the "IRS") for an Advanced Pricing Agreement, ("APA"), relating to the transfer pricing policies
between the Company and its foreign subsidiaries. The Company has subsequently withdrawn from the process.

The
Company is subject to audit by the IRS and California Franchise Tax Board for the years 1994 through 2009 and by the Texas State Comptroller for the years 2005 through 2009. As the
Company has operations in most other US states, other state tax authorities may review prior year activities and the years open to assessment vary with each state. The Company also files income tax
returns in foreign jurisdictions, the most significant of which are the UK, Sweden, and Germany. The years open to adjustment for the UK and Germany are 2005 through 2009 and for Sweden are 2007
through 2009.

In
2009, the Company adjusted its inter-company payments for all open years as a result of the issuance of new U.S. cost sharing regulations in January 2009. As a result of the
realization of changes to the payment amounts, approximately $1.9 million of the uncertain tax benefit reserve was reversed in 2009. The impact of this change resulted in approximately
$3.5 million of additional income tax expense during first quarter of 2009.

NOTE 15EMPLOYEE BENEFIT PLAN

The Company maintains a Retirement Savings and Investment Plan ("401(k) Plan"), which covers all U.S. based employees. Eligible employees may defer salary (before tax) up to a federally
specified maximum. Management, at its discretion, may make matching contributions in stock on behalf of the participants in the 401(k) Plan. The Company matched up to $2,500 in Company stock annually
in 2009 and 2008 and up to $2,000 in 2007 per participant. The Company matched approximately $0.9 million, $0.9 million and $0.6 million of employee contributions to the 401(k)
Plan in 2009, 2008 and 2007, respectively.

NOTE 16FAIR VALUE MEASUREMENTS

At December 31, 2009, the assets measured at fair value on a recurring basis consisted of restricted short-term investments of $0.1 million, which were fair
valued based on quoted prices from active markets for identical assets. The Company's short term investments consist primarily of corporate bonds. The Company had no assets or liabilities that were
measured at fair value on a non recurring basis. The estimated fair value of the Company's notes payable and loan receivable approximate the carrying value presented in its consolidated balance sheet
based on discounting the expected future cash flows using current market rates as of December 31, 2009.

94

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 17SEGMENT INFORMATION

The Company has organized its marketing and sales efforts based on three operating segments which
are aggregated into one reportable segmentthe development, manufacture and marketing of disposable devices for less invasive surgical procedures. Each of the Company's business units has
similar economic characteristics, technology, manufacturing processes, customers, distribution and marketing strategies, regulatory environments, and shared infrastructures. These business units are
Sports Medicine, ENT, and Spine.

Product
sales by business unit for the periods shown were as follows (in thousands):

Year Ended December 31,2009

2008

2007Sports Medicine

$
209,702

$
199,532

$
175,659ENT


85,674


80,484


70,940Spine


20,387


23,436


21,896Total product sales

$
315,763

$
303,452

$
268,495


Internationally,
the Company markets and supports its products primarily through its subsidiaries and various distributors. Revenues attributed to geographic areas are based on the
country or regional area where the Company's customer is domiciled. Product sales by geography for the periods shown were as follows (in thousands):

Year Ended December 31,2009

2008

2007United States

$
219,178

$
213,713

$
195,783Non-United States(1)


96,585


89,739


72,712Total product sales

$
315,763

$
303,452

$
268,495


(1)No
additional locations are individually significant.


Long-lived
assets by geography at the balance sheet dates shown were as follows (in thousands):

December 31,2009

2008United States

$
31,791

$
34,706Costa Rica


13,693


11,830Other


6,719


6,254Total long-lived assets

$
52,203

$
52,790


95

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18QUARTERLY FINANCIAL INFORMATION (Unaudited)

The following tables present certain unaudited condensed consolidated quarterly financial information for each quarter in the years ended December 31, 2009 and 2008. In the
Company's opinion, this unaudited quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the
information for the periods presented (in thousands, except per share data).

Year Ended December 31, 2009First Quarter

Second Quarter

Third Quarter

Fourth QuarterRevenues:Product sales

$
75,568

$
77,513

$
76,408

$
86,274Royalties, fees and other


3,222


3,297


3,110


6,216Total revenues


78,790


80,810


79,518


92,490Cost of product sales


21,796


22,073


24,316


25,010Gross profit


56,994


58,737


55,202


67,480Operating expenses:Research and development


8,362


9,508


9,229


8,946Sales and marketing


29,666


30,471


28,563


29,902General and administrative


11,948


12,172


11,981


9,995Amortization of intangible assets


1,586


1,588


1,583


1,560Reimbursement services


168


98


46


41Investigation and restatement-related costs


8,724


7,306


9,293


6,363Total operating expenses


60,454


61,143


60,695


56,807Income (loss) from operations


(3,460
)

(2,406
)

(5,493
)

10,673Interest and other income (expense), net


(1,338
)

(1,929
)

(1,653
)

2,708Income (loss) before income taxes


(4,798
)

(4,335
)

(7,146
)

13,381Income tax provision (benefit)


1,709


(1,646
)

(2,719
)

5,535Net income (loss)


(6,507
)

(2,689
)

(4,427
)

7,846Accrued dividend and accretion charges








(27,252
)

(793
)Net income (loss) attributable to common stockholders

$
(6,507
)
$
(2,689
)
$
(31,679
)
$
7,053Weighted-average shares outstanding:Basic


26,746


26,810


26,838


26,857Diluted


26,746


26,810


26,838


27,024Earnings (loss) per share applicable to common stockholders:Basic

$
(0.24
)
$
(0.10
)
$
(1.18
)
$
0.22Diluted

$
(0.24
)
$
(0.10
)
$
(1.18
)
$
0.21


96

---



Table of Contents

ARTHROCARE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18QUARTERLY FINANCIAL INFORMATION (Unaudited) (Continued)



Year Ended December 31, 2008First Quarter

Second Quarter

Third Quarter

Fourth Quarter(1)Revenues:Product sales

$
75,125

$
80,623

$
70,202

$
77,502Royalties, fees and other


2,428


5,053


3,649


3,155Total revenues


77,553


85,676


73,851


80,657Cost of product sales


23,587


22,892


20,462


28,019Gross profit


53,966


62,784


53,389


52,638Operating expenses:Research and development


8,251


7,374


8,584


8,832Sales and marketing


32,561


33,595


30,983


31,733General and administrative


7,621


22,394


11,558


8,866Amortization of intangible assets


1,602


1,652


1,623


1,610Impairment of goodwill











18,945Reimbursement services


380


478


587


521Investigation and restatement-related costs





678


5,541


10,802Total operating expenses


50,415


66,171


58,876


81,309Income (loss) from operations


3,551


(3,387
)

(5,487
)

(28,671
)Interest and other expense, net


(137
)

(1,464
)

(1,973
)

(5,312
)Income (loss) before income taxes


3,414


(4,851
)

(7,460
)

(33,983
)Income tax provision (benefit)


1,183


(1,682
)

(2,585
)

(4,771
)Net income (loss)

$
2,231

$
(3,169
)
$
(4,875
)
$
(29,212
)Weighted-average shares outstanding:Basic


26,516


26,607


26,649


26,668Diluted


27,391


26,607


26,649


26,668Earnings (loss) per common share:Basic

$
0.08

$
(0.12
)
$
(0.18
)
$
(1.10
)Diluted

$
0.08

$
(0.12
)
$
(0.18
)
$
(1.10
)


(1)Amounts
have been revised to correct for the errors discussed in Note 2"Revision of Prior Period Financial Statements." The corrections
resulted in a $3.6 million increase in product sales, a $3.6 million increase in gross profit, a $3.9 million increase in foreign exchange loss and a $0.1 million increase
to income tax benefit, resulting in a $0.3 million increase to net loss ($0.02 per share) in the condensed consolidated statement of operations for the three-month period ended
December 31, 2008.


NOTE 19SUPPLEMENTAL CASH FLOW INFORMATION

Information below is in thousands:

Year Ended December 31,2009

2008

2007Cash paid for interest

$
2,312

$
2,991

$
Cash paid for income taxes





4,553


5,144


97

---





Table of Contents

ARTHROCARE CORPORATION

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

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, management has evaluated, with the
participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure
controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, as
appropriate, to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and
implementing possible controls and procedures.

Pursuant
to this evaluation, our CEO and CFO concluded that, as of December 31, 2009, the end of the period covered by this report, our disclosure controls and procedures were not
effective at the reasonable assurance level as a result of the material weaknesses that management has identified in our internal control over financial reporting.

We
have taken steps and are taking the actions described more fully below under "Remediation Activities" to remediate the material weaknesses in our internal control over financial
reporting. We also strive to enhance our processes to enable us to provide complete and accurate public disclosure on a timely basis. As previously reported, the restatement of our consolidated
financial statements for the years ended December 31, 2007 and 2006 and for the quarter ended March 31, 2008, resulted in an inability to timely file our periodic reports from May 2008
through November 2009. Management believes that our disclosure controls and procedures will not be effective at the reasonable assurance level until we are able to consistently file required reports
with the SEC on a timely basis.

To
address the material weaknesses described in this Item 9A, management performed additional analyses and other post-closing procedures designed to provide reasonable
assurance that our consolidated financial statements were prepared in accordance with GAAP. As a result of
these procedures, management believes that the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and
cash flows as of the dates and for the periods presented, in conformity with GAAP.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management, under the supervision of the CEO and CFO, is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act, refers to a process designed by, or under the supervision of,
our CEO and CFO, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the

98

---



Table of Contents

preparation
of financial statements for external reporting purposes in accordance with GAAP and includes those policies and procedures that:



Internal
control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over
financial reporting is a
process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though
not eliminate, the risk.

Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2009, using the framework set forth in the report of the Treadway
Commission's Committee of Sponsoring Organizations (COSO), "Internal ControlIntegrated Framework." As a result of management's evaluation of our internal control over financial reporting,
management identified the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of these material weaknesses,
management has concluded that our internal control over financial reporting was not effective as of December 31, 2009.

99

---



Table of Contents



These
material weaknesses resulted in material errors in and the restatement of our annual and interim financial statements for 2006, 2007 and the first quarter of 2008, and resulted in
audit adjustments and revisions, to our annual and interim financial statements for the second, third and fourth quarters of 2008 and annual and interim financial statements for each quarter of 2009.
These material weaknesses could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected on a timely basis.

PricewaterhouseCoopers LLP,
the independent registered public accounting firm that audited the consolidated financial statements included in this Report on
Form 10-K for the year ended December 31, 2009, issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2009,
which report is set forth on pages 61 and 62 of this annual report and is incorporated by reference in this Item 9A.

100

---



Table of Contents

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Management has evaluated, with the participation of our CEO and CFO, whether any changes in our internal control over financial
reporting that occurred during the quarter ended December 31, 2009 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based
on this evaluation, management concluded it has completed material enhancements to our control environment and internal controls over financial reporting during the quarter ended December 31,
2009 as discussed below.

We
previously reported in our 2008 Annual report on Form 10-K control deficiencies related to the control environment pertaining to the consistent and proper tone and
control consciousness that consistently emphasizes the importance of consistent application of accounting policies and procedures and strict adherence to GAAP. Specifically, we did not maintain
sufficient safeguards to provide reasonable assurance that controls could not be circumvented by management override or to prevent or detect possible misconduct by certain former members of senior
management with respect to certain revenue transactions. Previously, information related to certain revenue transactions was not communicated to accounting personnel to appropriately consider the
financial reporting implications of such transactions. These deficiencies also contributed to certain aspects of the material weaknesses related to the period-end financial reporting
process and revenue recognition. We have implemented management changes to establish the leadership tone necessary to prevent or detect possible irregularities in the preparation of our financial
statements and controls to support our desired control environment. More specifically:



101

---



Table of Contents



We
previously reported in our 2008 Annual Report on Form 10-K material weaknesses relating to our lack of effective controls with respect to revenue recognition to
provide reasonable assurance that: (a) sufficient policies and procedures were developed and implemented for our
reimbursement assistance service subsidiaries, DiscoCare and DRS, and revenue recognition accounting rules were properly applied by these subsidiaries; and (b) amounts received from third-party
sales agents were recognized as a reduction of commission expense rather than revenue. During the quarter ended December 31, 2009, management concluded that (a) the cessation of the
operations for the reimbursement assistance service subsidiaries; and (b) development and implementation of procedures to properly record amounts received from third-party sales agents have
remediated these two previously reported material weaknesses related to revenue recognition.

REMEDIATION ACTIVITIES

Overview

Management has implemented, and continues to design and implement, certain remediation measures to address the above-described material
weaknesses and enhance our system of internal control over financial reporting. These measures include (a) enhancing our communication process by initiating a specific and targeted
communication plan involving the executive leadership and the board of directors; (b) taking certain personnel actions; (c) implementing standard contracts throughout our agent and
distributor network and a review of non-standard contracts; (d) adopting a revised revenue recognition policy; (e) enhancing our financial reporting policies, procedures and
processes involving account reconciliations, journal entries and corresponding supporting documentation; (f) designing and implementing training programs; and (g) changing monitoring
practices concerning the review of key accounting controls and processes. However, some of the enhancements we have implemented have not been in place for a sufficient period of time to demonstrate
that their design and implementation were effective for the year ending December 31, 2009.

Management
believes the remediation measures described below will remediate the identified control deficiencies and strengthen our internal control over financial reporting. As
management continues to evaluate and work to enhance our internal control over financial reporting, it may be determined that additional measures must be taken to address control deficiencies or it
may be determined that we need to modify or otherwise adjust the remediation measures described below.

Remediation Actions for Existing Material Weaknesses

Management expects the ongoing remediation efforts outlined below to address the identified material weaknesses and to enhance our
overall financial control environment. During the quarter ended December 31, 2009, there were no material changes to the remediation plan which was previously disclosed in the 2008 annual
report on Form 10-K.

Control EnvironmentWe continue to enhance our staffing and training requirements to maintain the sufficient complement of
personnel; as such,
additional qualified accounting staff were hired in addition to hiring a new CFO. The new members of the accounting staff have sufficient experience for their roles and responsibilities based on prior
experience in the accounting function of public companies.

Information and Communication.Management continues to evaluate and enhance controls to develop a more formalized process for
monitoring, updating
and disseminating non-routine transactions

102

---



Table of Contents

and
ensure completeness of accounting transactions to facilitate a complete and timely review by accounting personnel. Remediation efforts to date include:



Monitoring.We continue to enhance our accounting and finance processes to enhance our ability to assess the accuracy of the
consolidated financial
statements and whether business practices are consistent with our stated accounting policies and procedures. Additionally, we continue to review and assess the sufficiency of our accounting and
internal audit resources. Remedial efforts have included:



103

---



Table of Contents



The
material weaknesses identified by management and discussed above are not fully remediated as of the date of the filing of this annual report. We have performed additional substantive
procedures in an effort to provide reasonable assurance that the underlying transactions reflected in our financial statements are supported and that the financial statements are fairly presented as
of the date of this report.

The
Audit Committee continues to oversee management's implementation plan for the above-referenced remedial measures and continues to monitor their implementation. In addition, under the
direction of the Audit Committee, management will continue to review and make necessary changes to the overall design of the internal controls environment, as well as policies and procedures to
enhance the overall effectiveness of our internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Effective August 14, 2009, our Board of Directors adopted amendments to our Code of Business Conduct and Ethics, or the Code.
These amendments provide that our employees may not provide non-employee health care professionals with gifts, entertainment or recreational items, regardless of value. Limited exceptions
to this general rule are made for modest meals incidental to a scientific presentation and educational items of modest value that serve a genuine educational function and benefit patients. The
amendments also set forth the roles of our new General Counsel and new Compliance Officer in certain governance matters.

Originally
adopted in 2004 to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, the Code was
amended to qualify as well as a "code of conduct" under the current Federal Sentencing Guidelines and "Compliance Program Guidance for Pharmaceutical Manufacturers" 68 FR 23731 (May 5, 2003)
(applicable to medical device companies according to end note 5) published by the Office of Inspector General for the Department of Human Services. The Code applies to all of our directors,
officers, employees and agents. It also serves as an essential element of our Corporate Compliance Program, as announced in August 2009. A copy of the Code is available on our website at
www.ArthroCare.com. We intend to post any amendments to, or waivers from, if any, our Code on our website.

All
additional information required by this item is included in our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our
annual meeting of stockholders scheduled to be held May 12, 2010 and is incorporated herein by reference.

ITEM 11.    EXECUTIVE COMPENSATION

All additional information required by this item is included in our definitive Proxy Statement to be filed pursuant to
Regulation 14A under the Exchange Act of 1934 in connection with our annual meeting of stockholders scheduled to be held May 12, 2010 and is incorporated herein by reference.

104

---





Table of Contents

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

Except as set forth below regarding securities authorized for issuance under equity compensation plans, the information required by
this item is included in our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our annual meeting of stockholders scheduled to be held
May 12, 2010 and is incorporated herein by reference.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2009 regarding the common stock that may be issued upon the exercise
of options, warrants and rights under our existing equity compensation plans.

Plan category

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in the first
column)Equity compensation plans approved by security holders(1)


2,671,023


28.16


1,111,229Equity compensation plans not approved by security holders(2)


601,001


27.34


Total


3,272,024


28.01


1,111,229


(1)Includes
57,288 shares remaining available for future issuance under the Company's Employee Stock Purchase Plan.(2)Consists
of shares issuable under our Amended and Restated Non-statutory Option Plan, which does not require the approval of, and has not been
approved by, our stockholders.


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

All additional information required by this item is included in our definitive Proxy Statement to be filed pursuant to
Regulation 14A under the Exchange Act in connection with our annual meeting of stockholders scheduled to be held May 12, 2010 and is incorporated herein by reference.

Under
its charter, the Audit Committee is responsible for reviewing and approving all related party transactions, regardless of the dollar amount involved, that, if entered into, would
be required to be disclosed under the rules and regulations of the SEC. No member of the Audit Committee having an interest in a related-party transaction may participate in any decision regarding
that transaction.

DIRECTOR INDEPENDENCE

Our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, have reviewed the independence of all
current Board members under the Nasdaq listing standards and our Corporate Governance Guidelines. The Board of Directors has determined that all current Board members, other than David Fitzgerald,
meet the general requirements to be independent directors under the Nasdaq listing standards and our Corporate Governance Guidelines. Based on its review, the Board of Directors has also determined
that Terrence E. Geremski, James G. Foster and Tord B. Lendau meet the specific independence requirements to serve on the Audit Committee under the Nasdaq listing standards and
the Securities Exchange Act.

105

---



Table of Contents

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

All information required by this item is included in our definitive Proxy Statement to be filed pursuant to Regulation 14A under
the Exchange Act, in connection with our annual meeting of stockholders scheduled to be held May 12, 2010 and is incorporated herein by reference.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)
(1).    Documents filed as part of this annual report.



(a)
(2).    Financial statement schedule



(a)
(3).    Exhibits

2.1

Agreement and Plan of Merger, dated as of September 3, 2004, by and among ArthroCare Corporation, Opus Medical, Inc., OC Merger Sub Corporation, OC Acquisition Sub LLC, and James W. Hart and Steven L. Gex,
as the Shareholders' Agents (Incorporated herein by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on November 18, 2004).2.2

Amendment No. 1, dated as of October 6, 2004, to the Agreement and Plan of Merger, dated as of September 3, 2004, by and among ArthroCare Corporation, Opus Medical, Inc., OC Merger Sub
Corporation, OC Acquisition Sub LLC, and James W. Hart and Steven L. Gex, as the Shareholders' Agents (Incorporated herein by reference to Exhibit 2.2 to the registrant's Current Report on Form 8-K filed on November 18,
2004).2.3

Asset Purchase Agreement, dated as of August 16, 2005, by and among ArthroCare Corporation, a Delaware corporation, ArthroCare (Deutschland) GmbH, a corporation organized under the laws of Germany and a
wholly-owned subsidiary of ArthroCare, ArthroCare UK, Ltd., a corporation registered in England & Wales and a wholly-owned subsidiary of ArthroCare, Applied Therapeutics, Inc., a Florida corporation, Applied Therapeutics, Ltd.,
 a corporation registered in England & Wales, Applied Therapeutics GmbH, a corporation organized under the laws of Germany and BHK Holding, a corporation organized under the laws of the Cayman Islands. (Incorporated herein by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 22, 2005).


106

---



Table of Contents

3.1

Restated Certificate of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 filed previously with the Company's Annual Report on Form 10-K for the period ended December 30,
2000).3.2

Amended and Restated Bylaws of the Company. (Incorporated herein by reference to Exhibit 3.1 filed previously with the Company's Current Report on Form 8-K filed on August 17, 2009).4.1

Specimen Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 filed previously with the Company's Registration Statement on Form 8-A (Registration No. 000-27422)).4.2

Certificate of Designations of Series A 3.00 percent Convertible Preferred Stock (Par Value $0.001) (Incorporated herein by reference to Exhibit 99.2 filed previously with the Company's Current Report
on Form 8-K filed on August 17, 2009).10.1
*
Form of Indemnification Agreement between the registrant and each of its directors and officers. (Incorporated herein by reference to Exhibit 10.1 filed previously with the Company's Registration Statement on
Form S-1 (Registration No. 33-80453)).10.2
*
Incentive Stock Plan and form of Stock Option Agreement there under. (Incorporated herein by reference to Exhibit 10.2 filed previously with the Company's Registration Statement on Form S-1 (Registration
No. 33-80453)).10.3
*
Director Option Plan and form of Director Stock Option Agreement there under. (Incorporated herein by reference to Exhibit 10.3 filed previously with the Company's Registration Statement on Form S-1
(Registration No. 33-80453)).10.4
*
Employee Stock Purchase Plan and forms of agreements there under. (Incorporated herein by reference to Exhibit 10.4 filed previously with the Company's Registration Statement on Form S-1 (Registration
No. 33-80453)).10.5

Form of Exclusive Distribution Agreement. (Incorporated herein by reference to Exhibit 10.5 filed previously with the Company's Registration Statement on Form S-1 (Registration No. 33-80453)).10.6

Litigation Settlement Agreement, between the Company and ETHICON Inc. dated June 24, 1999 (Incorporated herein by reference to Exhibit 10.33 previously filed with the Company's Quarterly Report on
Form 10-Q for the period ended July 3, 1999).10.7

License Agreement between ArthroCare Corporation and Stryker Corporation, dated June 28, 2000. (Incorporated herein by reference to Exhibit 10.36 filed previously with this the Company's Quarterly Report on
Form 10-Q for the period ended July 1, 2000).10.8
*
Amendment to the 1995 Director Option Plan (Incorporated herein by reference to Exhibit 4.3 to the Company's Statement on Form S-8 filed on August 8, 2000).10.9
*
2003 Incentive Stock Plan (Incorporated herein by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 24,
2003).10.10
*
Second Amendment to the 1995 Director Option Plan (Incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on
May 8, 2003).


107

---



Table of Contents

10.11

Agreement and Plan of Merger, dated as of October 23, 2003, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 5, 2004, by and among ArthroCare Corporation, Alpha Merger Sub
Corporation and Medical Device Alliance Inc. (Incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 11, 2004).10.12

Contingent Value Rights Agreement, dated as of January 28, 2004, by and among ArthroCare Corporation, Alpha Merger Sub Corporation, Medical Device Alliance Inc., Wells Fargo Bank, N.A. and Frank Bumstead
(Incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on February 11, 2004).10.13

Form of Stockholder Waiver Agreement, dated as of October 23, 2003, by each of Vegas Ventures, LLC, Jeffrey Barber and Howard Preissman (Incorporated herein by reference to Exhibit 99.3 to the Company's
Current Report on Form 8-K filed on October 31, 2003).10.14

2004/2005 Executive Officer Bonus Plan (Incorporated herein by reference to Exhibit 10.46 to the Company's Current Report on Form 8-K/A filed on February 22, 2005).10.15

2005 Executive Officer Bonus Plan (Incorporated herein by reference to Exhibit 10.47 to the Company's Current Report on Form 8-K filed on February 22, 2005).10.16

Form of Option Agreement under the Amended and Restated 2003 Incentive Plan (Incorporated herein by reference to Exhibit 10.48 to the Company's Current Report on Form 8-K filed on February 22,
2005).10.17

Form of Restricted Stock Bonus Agreement under the Amended and Restated Director Option Plan (Incorporated herein by reference to Exhibit 10.49 to the Company's Current Report on Form 8-K filed on
February 22, 2005).10.18

Form of Restricted Stock Bonus Agreement under the Amended and Restated 2003 Incentive Stock Plan (Incorporated herein by reference to Exhibit 10.50 to the Company's Current Report on Form 8-K filed on
February 22, 2005).10.19

Settlement and License Agreement between the Company, ArthroCare Corporation Cayman Islands, a corporation organized under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company and
Smith & Nephew, Inc., dated September 2, 2005 (Incorporated herein by reference to Exhibit 10.52 to the Company's Quarterly Report on Form 10-Q filed November 3, 2005).10.20

Supply and Distribution Agreement between the Company, ArthroCare Corporation Cayman Islands, a corporation organized under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company and
Smith & Nephew, Inc., dated September 2, 2005 (Incorporated herein by reference to Exhibit 10.53 to the Company's Quarterly Report on Form 10-Q filed November 3, 2005).10.21
*
2006 Executive Officer Bonus Plan (Incorporated herein by reference to Exhibit 10.54 to the Company's Current Report on Form 8-K filed on February 24, 2006).10.22
*
2006 Director Compensation Plan (Incorporated herein by reference to Exhibit 10.55 to the Company's Current Report on Form 8-K filed on February 24, 2006).10.23

Credit Facility between the Company, Bank of America, N.A., Wells Fargo Bank National Association, and certain other lenders dated January 13, 2006 (Incorporated herein by reference to the Company's Annual Report
of Form 10-K filed March 24, 2006).10.24

Amended and Restated 2003 Incentive Stock Plan (Incorporated herein by reference to Exhibit 10.58 to the Company's Current Report on Form 8-K filed on May 25, 2006).


108

---



Table of Contents

10.25

Lease Agreement between Lantana Office Properties I, L.P. and the Company (Incorporated herein by reference to Exhibit 10.57 to the Company's Quarterly Report on 10-Q filed on June 30, 2006).10.26

Employment Agreement between the Company and Mike Baker, effective January 1, 2007 (Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 6,
 2006).10.27

Settlement and License Agreement between the Company, ArthroCare Corporation Cayman Islands and MarcTec, LLC effective January 3, 2007 (Incorporated herein by reference to the Company's Annual Report of
Form 10-K filed February 27, 2007).10.28
*
2007 Executive Officer Bonus Plan (Incorporated herein by reference to Exhibit 10.61 to the Company's Current Report on Form 8-K filed on March 1, 2007).10.29
*
Form of "Amended VP Continuity Agreement" between ArthroCare Corporation and its Vice Presidents (Incorporated herein by reference to Exhibit 10.61 to the Company's Current Report on Form 8-K filed on
April 5, 2007).10.30
*
Form of "Amended Senior VP Continuity Agreement" between ArthroCare Corporation and its Senior Vice Presidents (Incorporated herein by reference to Exhibit 10.62 to the Company's Current Report on Form 8-K
filed on April 5, 2007).10.31

Amendment dated September 20, 2007 to Supply and Distribution Agreement between the Company ArthroCare Corporation Cayman Islands and Smith & Nephew, Inc. (Incorporated herein by reference to
Exhibit 10.31 to the Company's Annual Report on Form 10-K filed on November 18, 2009).10.32

Stock Purchase Agreement, dated as of December 31, 2007, by and between ArthroCare Corporation and DiscoCare, Inc. (Incorporated herein by reference to Exhibit 10.65 to the Company's Annual Report on
Form 10-K filed on February 29, 2008).10.33

2008 Executive Officer Bonus Plan (Incorporated herein by reference to Exhibit 10.66 to the Company's Current Report on Form 8-K filed on February 28, 2008).10.34

Employment Agreement between ArthroCare Corporation and John T. Raffle effective April 21, 2008 (Incorporated herein by reference to Exhibit 10.66 to the Company's Current Report on Form 8-K filed on
April 22, 2008).10.35

Pricing and Delivery Amendment dated June 16, 2008 to Supply and Distribution Agreement between the Company, ArthroCare Corporation Cayman Islands and Smith & Nephew, Inc. (Incorporated herein by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2008 filed on November 18, 2009)10.36

Amendment dated June 16, 2008 for Development and Supply of S&N Branded Probes and Controllers to Supply and Distribution Agreement between the Company, ArthroCare Corporation Cayman Islands and
Smith & Nephew, Inc. (Incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2008 filed on November 18, 2009)10.37

Letter dated July 29, 2008 from Bank of America, N.A., as Administrative Agent under the Credit Agreement dated as of January 13, 2006, as amended by that certain First Amendment dated as of December 18,
 2007, by and among ArthroCare Corporation, the banks and other financial institutions party thereto from time to time as Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C issuer. (Incorporated herein by reference
to Exhibit 10.67 to the Company's Current Report on Form 8-K filed on September 2, 2008).


109

---



Table of Contents

10.38

Letter dated September 15, 2008 from Bank of America, N.A., as Administrative Agent under the Credit Agreement dated as of January 13, 2006, as amended by that certain First Amendment dated as of
December 18, 2007, by and among ArthroCare Corporation, the banks and other financial institutions party thereto from time to time as Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C issuer. (Incorporated
herein by reference to Exhibit 10.68 to the Company's Current Report on Form 8-K filed on September 16, 2008).10.39

Second Amendment and Consent, dated as of November 26, 2008, by and among, ArthroCare Corporation, the Subsidiaries thereof party thereof part thereto, the Lenders party to thereto and Bank of America N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer (Incorporated herein by reference to Exhibit 1.01 to the Company's Current Report on Form 8-K filed on December 1, 2008).10.40

Waiver dated January 16, 2009 from Bank of America, N.A., as Administrative Agent under the Credit Agreement dated as of January 13, 2006, as amended, by and among ArthroCare Corporation, the Subsidiaries
thereof party thereto, the Lenders party to thereto and Bank of America N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (Incorporated herein by reference to Exhibit 10.69 to the Company's Current Report on Form 8-K filed on
January 20, 2009).10.41

Resignation Letter of Michael A. Baker dated February 18, 2009 (Incorporated herein by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on February 19. 2009).10.42

Letter dated February 23, 2009, from Bank of America, N.A., as Administrative Agent under the Credit Agreement dated as of January 13, 2006, as amended, by and among ArthroCare Corporation, the Subsidiaries
thereof party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer (Incorporated herein by reference to Exhibit 10.70 to the Company's Current Report on Form 8-K filed on
February 26, 2009).10.43

General Release and Separation Agreement between John Raffle and the Company, dated February 21, 2009 (Incorporated herein by reference to Exhibit 10.71 to the Company's Current Report on Form 8-K filed
on February 26, 2009).10.44

General Release and Separation Agreement between Michael Gluk and the Company, dated December 31, 2008 (Incorporated herein by reference to Exhibit 10.72 to the Company's Current Report on Form 8-K
filed on February 26, 2009).10.45

Letter dated April 1, 2009, from Bank of America, N.A., as Administrative Agent under the Credit Agreement dated as of January 13, 2006, as amended, by and among ArthroCare Corporation, the Subsidiaries
thereof party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer (Incorporated herein by reference to Exhibit 10.73 to the Company's Current Report on Form 8-K filed on
April 3, 2009).10.46
*
Employment Agreement between ArthroCare Corporation and David Fitzgerald, effective March 30, 2009 (Incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on
April 3, 2009).10.47
*
Employment Agreement between ArthroCare Corporation and Todd Newton, effective April 2, 2009 (Incorporated herein by reference to Exhibit 10.75 to the Company's Current Report on Form 8-K filed on
April 3, 2009).


110

---



Table of Contents

10.48
*
Restatement Bonus Plan adopted March 30, 2009 (Incorporated herein by reference to Exhibit 10.76 to the Company's Current Report on Form 8-K filed on April 3, 2009).10.49
*
Indemnification Agreement dated April 2, 2009 between ArthroCare Corporation and Todd Newton (Incorporated herein by reference to Exhibit 10.77 to the Company's Current Report on Form 8-K filed on
April 3, 2009).10.50

Securities Purchase Agreement, dated as of August 14, 2009, by and between ArthroCare Corporation and OEP AC Holdings, LLC. (Incorporated herein by reference to Exhibit 10.50 to the Company's Annual
Report on 10-K filed on November 18, 2009).10.51

Disclosure Letter to Securities Purchase Agreement, dated as of August 14, 2009, by and between ArthroCare Corporation and OEP AC Holdings, LLC. (Incorporated herein by reference to Exhibit 10.51 to the
Company's Annual Report on 10-K filed on November 18, 2009).10.52

Registration Rights Agreement, dated as of August 14, 2009, by and between ArthroCare Corporation and OEP AC Holdings, LLC. (Incorporated herein by reference to Exhibit 10.52 to the Company's Annual
Report on 10-K filed on November 18, 2009).10.53

Letter Agreement dated September 1, 2009 between ArthroCare Corporation and OEP AC Holdings, LLC with regard to director seats for OEP representatives. (Incorporated herein by reference to Exhibit 10.53
to the Company's Annual Report on 10-K filed on November 18, 2009).10.54

Third Amendment to Credit Agreement and Forbearance Agreement with respect to Credit Agreement between the Company, Bank of America, N.A., Wells Fargo Bank National Association, and certain other lenders dated
January 13, 2006. (Incorporated herein by reference to Exhibit 10.54 to the Company's Annual Report on 10-K filed on November 18, 2009).10.55
*
2009 Executive Officer Bonus Plan dated December 9, 2009 (Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on 8-K filed on December 14, 2009).10.56
*
2010 Executive Officer Bonus Plan dated January 7, 2010 (Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on 8-K filed on January 11, 2010).14.1

Amended and Restated Code of Business Conduct and Ethics (Incorporated herein by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed on August 17, 2009).21.1
**
Subsidiaries of the Company.23.1
**
Consent of Independent Registered Public Accounting Firm31.1
**
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
**
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
**
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


111

---



Table of Contents

32.2
**
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
**
Forward-Looking Statements.


Confidential
treatment has been granted as to portions of this exhibit.*Management
contract or compensatory plan or arrangement.**Filed
herewith.


112

---





Table of Contents

Financial Statement Schedule

The following financial statement schedule is filed as a part of this report under Schedule II immediately preceding the
signature page: Schedule IIValuation and Qualifying Accounts for the three fiscal years ended December 31, 2009, 2008 and 2007. All other schedules called for by
Form 10-K are omitted because they are not applicable or the required information is shown in the consolidated financial statements, or notes thereto, included herein.

Schedule II        ARTHROCARE CORPORATION        VALUATION AND QUALIFYING ACCOUNTS  (in thousands)

Balance at
Beginning of
Period

Additional
Charges to
Costs and
Expenses

Deductions

Balance at
End of
PeriodYear ended December 31, 2009Deducted from asset accounts:Allowance for doubtful accounts

$
2,973

$
924

$
(260
)
$
3,637Product returns


1,028


2,223


(2,819
)

432Inventory reserves


7,769


888


(2,277
)

6,380Warranty reserves


429


1,890


(1,842
)

477Year ended December 31, 2008Deducted from asset accounts:Allowance for doubtful accounts

$
2,508

$
2,069

$
(1,604
)
$
2,973Product returns


1,801


5,189


(5,962
)

1,028Inventory reserves


3,401


6,569


(2,201
)

7,769Warranty reserves


441


1,418


(1,430
)

429Year ended December 31, 2007Deducted from asset accounts:Allowance for doubtful accounts

$
2,401

$
1,612

$
(1,505
)
$
2,508Product returns


2,367


4,876


(5,442
)

1,801Inventory reserves


2,693


2,957


(2,249
)

3,401Warranty reserves


250


1,856


(1,665
)

441


113

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized:

ARTHROCARE CORPORATION
a Delaware CorporationBy:

/s/ DAVID FITZGERALD David Fitzgerald President and Chief Executive OfficerDate: March 15, 2010


Pursuant
to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this
Report below:

Signature

Title

Date/s/ DAVID FITZGERALD David Fitzgerald

President, Chief Executive Officer and Director (Principal Executive Officer)

March 15, 2010/s/ TODD NEWTON Todd Newton

Senior Vice President Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

March 15, 2010/s/ JAMES G. FOSTER James G. Foster

Director

March 15, 2010/s/ PETER L. WILSON Peter L. Wilson

Director

March 15, 2010/s/ TORD B. LENDAU Tord B. Lendau

Director

March 15, 2010/s/ BARBARA D. BOYAN Barbara D. Boyan

Director

March 15, 2010/s/ TERRENCE E. GEREMSKI Terrence E. Geremski

Director

March 15, 2010


114

---



Table of Contents

Signature

Title

Date/s/ GREGORY A. BELINFANTI Gregory A. Belinfanti

Director

March 15, 2010/s/ CHRISTIAN P. AHRENS Christian P. Ahrens

Director

March 15, 2010


115

---





Table of Contents

ARTHROCARE CORPORATION        INDEX TO EXHIBITS*

Exhibit
Number

Exhibit Name21.1

Subsidiaries of the Registrant.23.1

Consent of Independent Registered Public Accounting Firm.31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1

Forward-Looking Statements.


*Only
exhibits actually filed are listed. Exhibits incorporated by reference are set forth in the exhibit listing included in Item 15 of the Report on
Form 10-K.


116

---