Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


HOSPIRA, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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You are cordially invited to attend the 2015 Annual Meeting of Shareholders of Hospira, Inc. at The Ritz-Carlton San Francisco, 600 Stockton at California Street, San Francisco, CA 91108 on Wednesday, May 6, 2015, at 9 a.m., Pacific Time.

This booklet includes the notice of annual meeting and the proxy statement. The proxy statement describes the business to be transacted at the meeting and provides other information about our company that you should know when you vote your shares.

The principal business to be conducted at the meeting will be to: (i) elect ten directors; (ii) consider a shareholder advisory resolution to approve executive compensation; (iii) ratify the appointment of Deloitte & Touche LLP as the firm of independent registered public accountants to serve as Hospira's auditors; and (iv) consider one shareholder proposal, if properly presented at the meeting. It is important that your shares be represented, whether or not you attend the meeting. Shareholders of record can vote their shares via the Internet, by mail or by using a toll-free telephone number. Instructions for accessing the proxy materials appear in the Notice of Internet Availability of Proxy Materials, mailed to you on March 20, 2015. If you hold shares through your broker, bank or other intermediary, that person or institution will provide you with instructions on how to vote your shares. It is especially important that you communicate your voting instructions to your broker, bank or other intermediary, since the New York Stock Exchange does not allow the intermediary to cast votes with respect to the election of directors, the shareholder advisory vote on executive compensation, the shareholder proposal or other non-routine matters, unless it has received instructions from you.

The 2015 Annual Meeting of Shareholders of Hospira, Inc. will be held at The Ritz-Carlton San Francisco, 600 Stockton at California Street, San Francisco, CA, on Wednesday, May 6, 2015, at 9 a.m., Pacific Time. The purposes of the annual meeting are to:

The board of directors recommends that you vote FOR Items 1, 2, and 3 on the proxy card. The board of directors recommends that you vote AGAINST Item 4 on the proxy card.

Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on March 20, 2015, which provides shareholders with instructions on how to access on the Internet the proxy materials and our Annual Report to Shareholders and, if they prefer, how to request paper copies of these materials. Hospira employees who hold Hospira shares in the Hospira 401(k) Retirement Savings Plan or the Hospira Puerto Rico Retirement Savings Plan and other shareholders who previously have requested paper copies of these materials may receive these materials by e-mail or in paper form.

The board of directors has set the close of business on March 9, 2015, as the record date for the annual meeting. This means that owners of common stock as of that date are entitled to receive notice of, and vote at, the annual meeting and any adjournments or postponements of the annual meeting.

Your vote is important. We encourage you to read the proxy statement and to submit a proxy so that your shares will be represented and voted even if you do not attend. You may submit your proxy over the Internet, by mail, or by telephone. If you do attend the annual meeting, you may vote in person.

Royce Bedward
Secretary
March 20, 2015
Hospira, Inc.
275 North Field Drive
Lake Forest, IL 60045
www.hospira.com

The board of directors is soliciting proxies for use at our Annual Meeting of Shareholders, to be held on May 6, 2015, and any adjournments or postponements of the annual meeting. The annual meeting will be held at The Ritz-Carlton San Francisco, 600 Stockton at California Street, San Francisco, CA and will begin at 9 a.m., Pacific Time. In order to solicit your proxy, we have made these materials available to you on the Internet, by e-mail, or by mail. We made these materials available to shareholders on or around March 20, 2015.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our shareholders of record and beneficial owners. All shareholders will have the ability to access the proxy materials, referred to in the Notice, over the Internet or to request a printed set of the proxy materials free of charge. Instructions on how to access the proxy materials over the Internet, or request a printed copy, may be found in the Notice. In addition, shareholders may request to receive proxy materials on an ongoing basis, in printed form by mail or electronically by e-mail. Your election to receive proxy materials by e-mail will remain in effect until you terminate it. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Hospira employees who hold Hospira shares in the Hospira 401(k) Retirement Savings Plan or the Hospira Puerto Rico Retirement Savings Plan and other shareholders who previously have requested paper copies of these materials will receive these materials by e-mail or in paper form. We elected to use electronic notice and access for our proxy materials because it reduces our printing and mailing costs, and also reduces the environmental impact of our annual meeting.

The board of directors has set a record date of March 9, 2015 (the "record date"), meaning that shareholders of record at the close of business on that date are entitled to notice of, and may vote at, the annual meeting, or at adjournments or postponements of the annual meeting.

The presence in person or by proxy of the holders of shares of common stock representing a majority of all issued and outstanding shares of common stock entitled to vote will constitute a quorum. On March 9, 2015, there were 172,380,287 shares of common stock outstanding.

Your shares will be counted for purposes of determining a quorum if you are present and vote in person at the annual meeting, if you vote on the Internet, by telephone, or if you vote by properly submitting a proxy card or voting instruction form by mail. Shares of common stock represented by a properly completed proxy will be counted as present at the annual meeting for purposes of determining a quorum, even if the proxy indicates that the shareholder is abstaining from voting.

Election of Directors. Directors receiving a majority of the votes cast (the number of shares voted "for" a director must exceed the number of votes cast "against" that director) will be elected as a director.

Approval of the Say on Pay Vote, Ratification of Auditors, and the Shareholder Proposal. The affirmative vote of a majority of the votes cast is required for approval of these items. Although the say on pay proposal is advisory in nature, the opinions expressed by shareholders on this matter will be taken into consideration when making future executive compensation decisions.

Abstentions and broker non-votes, discussed below, will not be counted either for or against these matters for purposes of state law and, assuming the presence of a quorum, abstentions and broker non-votes will have no effect.

What happens if a director nominee does not receive a majority of the votes cast in an uncontested election?

In 2015, all nominees for the election of directors are currently serving on the board. A nominee who is serving as a director, but who is not elected at the annual meeting, would, under Delaware law, continue to serve on the board as a "holdover director." However, under our bylaws, any director that fails to be elected must tender his or her resignation to the board promptly following certification of the shareholder vote. Our independent directors (excluding the director who tendered the resignation) would be required to determine whether to accept or reject the resignation, or whether to take any other action. The board would then act on the tendered resignation, and publicly disclose its decision within 90 days following certification of the shareholder vote.

If you are a shareholder of record, you have the choice to vote over the Internet, vote by telephone using a toll-free telephone number, vote in person by attending the annual meeting, or vote by requesting and completing a proxy card and mailing it in a postage-paid return envelope. To vote over the Internet or by telephone, follow the instructions provided on your proxy card or with the

Notice. On May 5, 2015, Internet and telephone voting for shareholders of record will close at 11:59 p.m., Eastern Time. Other deadlines may apply to you if your stock is held of record by a broker, bank, or other nominee.

The proxies will vote your shares on each matter as you direct. If you do not indicate how your shares are to be voted on a matter, properly completed proxies will be voted for the election of the directors, approval of the advisory vote on executive compensation, the ratification of Deloitte & Touche LLP as the firm of independent registered public accountants to serve as our auditors in 2015, and against the shareholder proposal. Other matters that properly come before the meeting will be voted upon by the proxies in accordance with their best judgment. Our corporate secretary has not received timely and proper notice from shareholders on any other matter to be presented at the meeting.

If you hold your shares through a broker, bank or other nominee, you may instruct that person to vote your shares by following instructions that person gives you. Most brokers offer voting by mail, by telephone and on the Internet. If you want to vote your shares at the annual meeting, you will need to ask your broker, bank or other nominee to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the annual meeting. You will not be able to vote your shares at the annual meeting without a legal proxy. If you do not have a legal proxy, you still can attend the meeting by following the procedures described below under the caption "How can I attend the meeting?" However, you will not be able to vote your shares at the meeting. Accordingly, we encourage you to vote your shares in advance, even if you intend to attend the meeting.

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, the broker will vote your shares as you direct. If you do not give instructions, one of two things can happen. On matters on which the broker is prohibited from exercising voting authority ("non-routine" matters), which is called a "broker non-vote," your shares will not be voted. Broker non-votes will have no effect on the number of votes required to approve any of the matters being voted on at the meeting. On matters on which the broker is permitted to exercise voting authority ("routine" matters), the broker will vote your shares in its discretion. We believe that the brokers may exercise voting authority on the ratification of the independent public accountants, but may not exercise voting authority on any other items up for vote at this annual meeting. Brokers do not have the ability to cast votes for the election of directors, the advisory vote on executive compensation, or shareholder proposal, unless they have received instructions from the beneficial owner of the shares.

How do I vote if I hold shares through the Hospira 401(k) Retirement Savings Plan or the Hospira Puerto Rico Retirement Savings Plan?

If you hold shares through the Hospira 401(k) Retirement Savings Plan (the "401(k) Plan") or the Hospira Puerto Rico Retirement Savings Plan (the "Puerto Rico Plan"), you will receive materials that will contain instructions to the respective trustee of each plan's trust as to how to vote your shares. You may vote your shares by completing a proxy card, or you may vote by telephone or Internet by following the instructions provided with the materials. If you do not vote shares you hold in the 401(k) Plan, Fiduciary Counselors Inc. ("Fiduciary Counselors") will vote your shares in its discretion. Fiduciary Counselors is the independent fiduciary of the 401(k) Plan for purposes of monitoring the suitability of acquiring and holding Hospira shares. Fiduciary Counselors may use its own discretion with respect to those shares under the 401(k) Plan for which voting instructions are not received on a timely basis. If you do not vote shares you hold in the Puerto Rico Plan, the trustee of the Puerto Rico

Plan's trust, Banco Popular de Puerto Rico, will vote your shares in the same proportion as shares voted by the other participants.

If you are a shareholder of record, you may vote your shares in person at the annual meeting. However, we encourage you to vote by proxy in advance, even if you plan to attend the annual meeting.

Our policy is that all proxies, ballots, and voting tabulations that can reveal how a particular shareholder has voted be kept confidential and not be disclosed, except:

We have engaged Broadridge Financial Solutions, Inc. ("Broadridge") to serve as the tabulator of votes and a representative of Broadridge to serve as inspector of election and to certify the votes.

We will pay all costs of soliciting proxies, including charges made by brokers and other persons holding common stock in their names or in the names of nominees, for reasonable expenses incurred in sending proxy materials to beneficial owners and obtaining their proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally and by telephone, Internet and facsimile, all without extra compensation. We also retained the services of Georgeson Inc. to aid in the solicitation of proxies at a cost of $13,500, plus reimbursement for reasonable out-of-pocket expenses.

Attendance at the annual meeting is limited to shareholders as of the record date or their proxies. If your shares are registered in your name, the Notice serves as your admission ticket and you must present the Notice at the meeting. If your shares are held by a broker, bank or nominee, you must bring to the meeting a brokerage statement showing ownership as of the record date. Directions to the meeting are included on the proxy card. Shareholders will be admitted to the meeting location beginning at 8:30 a.m., Pacific Time.

We have adopted "householding," a procedure approved by the SEC, under which multiple shareholders of Hospira stock who reside at the same address will receive a single copy of the Notice, or a single set of annual report and other proxy materials, unless the affected shareholder has provided contrary instructions. This procedure reduces printing costs and postage fees. If you reside at the same address as another shareholder of Hospira stock and wish to receive a separate copy of the applicable materials, you may do so by making a written or oral request to: Hospira Investor Relations, 275 North Field Drive, Department 051M, Building H1, Lake Forest, Illinois 60045, 224-212-2711. Upon your request, we will deliver promptly a separate copy to you. The proxy statement and our 2014 Annual Report on Form 10-K also are available at www.hospira.com/2015ProxyMaterials. If you participate in householding and you wish to receive a separate Notice or annual report and other proxy materials, you also may contact Broadridge at any time, either by calling toll free 1- 800-542-1061, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Any shareholders who share the same address and currently receive multiple copies of the Notice or the annual report and other proxy materials, who wish to receive only one copy in the future may contact their bank, broker, or nominee, or Hospira Investor Relations, or Broadridge at the contact information listed above to request information about householding.

Based on information contained in Schedules 13G or 13G/A filed by T. Rowe Price Associates, Inc., BlackRock, Inc., The Vanguard Group, Wellington Management Group LLP, and Franklin Mutual Advisers, LLC with the SEC, as of December 31, 2014, they owned the following Hospira shares:

Title of Class	Name and Address of Beneficial Owner

Common Stock	T. Rowe Price Associates, Inc.	21,442,043	⁽¹⁾	12.6	%
	100 E. Pratt Street
	Baltimore, Maryland 21202
Common Stock	BlackRock, Inc.	14,543,640	⁽²⁾	8.6	%
	40 East 52^nd Street
	New York, New York 10022
Common Stock	The Vanguard Group	12,982,284	⁽³⁾	7.67	%
	100 Vanguard Blvd.
	Malvern, Pennsylvania 19355
Common Stock	Wellington Management Group LLP	11,200,643	⁽⁴⁾	6.62	%
	c/o Wellington Management Company LLP
	280 Congress Street
	Boston, MA 02210
Common Stock	Franklin Mutual Advisers, LLC	9,917,757	⁽⁵⁾	5.9	%
	101 John F. Kennedy Parkway
	Short Hills, NJ 07078-2789

The following table sets forth information regarding ownership of our common stock as of March 9, 2015, by each of our directors, and by our chief executive officer, chief financial officer and each of the three other most highly paid executive officers (the "named officers" or "NEOs"), and by all directors and executive officers as a group. Each person named below, individually owns less than 1% of our outstanding common stock. Our current directors and executive officers as a group, collectively own 1.39% of our outstanding common stock. Percentages are based on 172,380,287 shares outstanding on March 9, 2015, adjusted as required by rules promulgated by the SEC.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A person is deemed to be the beneficial owner of any share of common stock if such person has or shares the right to vote or dispose of such common stock, or has the right to acquire beneficial ownership at any time within 60 days of the date of the table. Deferred share units held by directors may not be voted or disposed of by the director until the shares are distributed to the director upon or after termination of the director's service on the board.

The number of stock options exercisable within 60 days of the date of the table and the number of deferred share units owned by each person are stated separately and not included in the "Number of Shares" column. Based on the information furnished by such persons, we believe that each such person

has sole voting and dispositive power over the shares indicated as owned by such person unless otherwise indicated.

Name

*Non-Employee Directors*⁽¹⁾		—
Irving W. Bailey, II, Director⁽²⁾	15,000	—	40,784.61
Barbara L. Bowles, Director	11,183	—	17,206.83
William G. Dempsey, Director	211	—	20,171.7
Dennis M. Fenton, Director	6,563	—	8,914
Roger W. Hale, Director	17,701	—	19,165.53
Jacque J. Sokolov, M.D., Director⁽³⁾	11,622	—	32,946.79
John C. Staley, Chair	0	—	52,534.25
Heino von Prondzynski, Director	22,388	—	0
Mark F. Wheeler, M.D., Director	2,171	—	34,324.61
*Named Officers*⁽⁴⁾⁽⁵⁾
F. Michael Ball, Chief Executive Officer and Director	239,647	467,169	—
David J. Endicott, President, Hospira Medical Devices	98,491	0	—
Sumant Ramachandra, Senior Vice President, Chief Scientific Officer	30,116	14,632	—
Matthew R. Stober, Senior Vice President, Operations	53.317	0	—
Thomas E. Werner, Senior Vice President, Finance, and Chief Financial Officer	66,644	152,970	—
All directors and executive officers as a group	1,063,819	1,139,172	226,048.32

⁽¹⁾: Except for Mr. Staley, the number of deferred share units held by certain non-employee directors (i.e., Bailey, Dempsey, Fenton and Sokolov) includes 2,171 units that have not vested and are subject to forfeiture under certain conditions. Mr. Staley held 3,428 deferred share units that have not vested and are subject to forfeiture under certain conditions.
⁽²⁾: Mr. Bailey's shares include 15,000 shares that are held indirectly through IWB Investments, L.P.
⁽³⁾: Dr. Sokolov's shares include deferred cash compensation received during 2014 that converted to 1,671.11 restricted stock units, all of which vest one year from the date of acquisition, and also includes 3,000 shares held indirectly through a profit sharing plan and 2,000 shares held through his daughters' trusts.
⁽⁴⁾: The table includes shares held in the officers' accounts in the Hospira 401(k) Retirement Savings Plan as follows: F. M. Ball, 0; D. Endicott 0; S. Ramachandra, 271; M. Stober, 0; and T. Werner, 0; and all executive officers as a group, 10,615. Each officer has shared voting power and sole investment power with respect to the shares held in his or her account under the 401(k) account. The table does not include 2,097 (for Mr. Stober) and 665 (for Mr. Werner) Hospira phantom shares in Hospira's Non-Qualified Savings and Investment Plan.
⁽⁵⁾: The table does not include unvested restricted stock units in the following amounts: M. Ball, 159,086; D. Endicott 96,512; S. Ramachandra, 61,429; M. Stober, 43,386; and T. Werner, 45,076; and all non-NEO executive officers as a group, 242,253.

On November 10, 2014, Connie R. Curran, RN, Ed.D, age 67, passed away. Dr. Curran served as one of our independent directors since 2004. In her ten years of leadership on the Hospira board,

Dr. Curran served in many capacities, and always with a singular and very personal passion to ensure that patients were at the center of every decision we made and every action we took. Dr. Curran also served on the boards of DeVry Education Group, DePaul University, IDX Systems, the University of Wisconsin Foundation, Allegiance Corp., Volcano Corporation and Pyxis.

All directors of our company are up for election at the 2015 annual meeting for an one-year term. With the re-election of the Class II directors at this 2015 annual meeting for a one-year term, the board no longer will be classified. Prior to the 2013 annual meeting, there were Class I, II and III seats for directors, with one class of directors being elected for a three-year term at each annual meeting.

Upon the recommendation of its governance and public policy committee, and consistent with the elimination of the company's classified board, the board of directors has nominated Irving W. Bailey, II, F. Michael Ball, Barbara L. Bowles, William G. Dempsey, Dennis M. Fenton, Roger W. Hale, Heino von Prondzynski, Jacque J. Sokolov, John C. Staley, and Mark F. Wheeler to be elected to hold office until the 2016 annual meeting. No nominations for directors were received properly from shareholders and no other candidates are eligible for election.

If elected, each nominee will serve until the expiration of his or her term and his or her successor is elected and qualified, or until his or her earlier resignation, removal or death. Each of the nominees is willing to serve if elected, and the board of directors has no reason to believe that any of the nominees will be unavailable for election; but, if such a situation should arise, proxies will be voted in accordance with the best judgment of the proxy holder for such person or persons as may be designated by the board of directors, unless the shareholder has directed otherwise.

The board of directors recommends that the shareholders vote FOR the election of Irving W. Bailey, II, F. Michael Ball, Barbara L. Bowles, William G. Dempsey, Dennis M. Fenton, Roger W. Hale, Heino von Prondzynski, Jacque J. Sokolov, John C. Staley, and Mark F. Wheeler to the board of directors for a one-year term until the 2016 annual meeting.

The board and the governance and public policy committee believe that the combination of the qualifications, skills and experiences of the nominees for election at the 2015 Annual Meeting will contribute to an effective and well-functioning board and that, individually and as a whole, each nominee possesses the necessary qualifications to provide, in combination with the other directors, effective oversight of the business and effective advice and counsel to our management.

Next to each nominee's biography, below, is an assessment of the nominee's qualifications, attributes, skills and experience that led us to believe that each nominee is well-qualified to serve on the board.

Director Nominees at the 2015 Annual Meeting

Nominee & Age

Independence, Qualifications, Attributes,
Skills and Experience

Reason for Nomination

Irving W. Bailey, II

Age 73

Independent director, since 2004, Mr. Bailey was lead director from 2007 to 2011. He served as a Managing Director of Chrysalis Ventures, a private equity management firm, from June 2001 to January 2005, and has been a Senior Advisor to Chrysalis Ventures, since January 2005. Mr. Bailey served as President of Bailey Capital Corporation, a private equity management firm, from January 1998 to June 2001, and as CEO of Providian Corporation, an insurance and diversified financial services company, from 1988 to 1997. Mr. Bailey also serves as Vice Chairman of Aegon, N.V. and was a director of Computer Sciences Corporation, until August 2013. He also serves as an officer and a director on the nonprofit boards of The Beauregard Foundation, Inc. and Operation Open Arms, Inc.

Mr. Bailey has extensive management experience in the financial services sector as the former chairman and chief executive officer of a major financial services company, and several years of experience in private equity management. Mr. Bailey also has extensive experience serving on the boards of multinational organizations, most notably, as a member of the board at an internationally based company and as a lead director. Mr. Bailey's strong management and lead director experience provide a valuable source of insight for the board and its committees. For these reasons, Mr. Bailey is well-qualified to serve on the board and its committees.

F. Michael Ball

Age 59

Joined Hospira as its CEO and as a director in March 2011. Mr. Ball joined Hospira after 16 years at Allergan, Inc., a multi-specialty healthcare company, where he held several senior leadership positions. More recently, from February 2006 until joining Hospira, Mr. Ball served as President of Allergan. From October 2003 to February 2006, Mr. Ball served as EVP and President, Pharmaceuticals of Allergan. Since 2013, Mr. Ball serves on the board of Kythera Biopharmaceuticals, Inc., a publicly traded clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel prescription products for the aesthetic medicine market. From 2000 to 2013, Mr. Ball also served on the board of directors of STEC, Inc.

Mr. Ball brings more than 25 years of healthcare experience to Hospira, more recently serving for 16 years in several senior management positions at a publicly-traded, multi-specialty healthcare company. As the CEO, Mr. Ball has the primary responsibility for managing our company day-to-day and its business activities and operations. For these reasons, Mr. Ball is well-qualified to serve on Hospira's board.

Director Nominees at the 2015 Annual Meeting

Nominee & Age

Independence, Qualifications, Attributes,
Skills and Experience

Reason for Nomination

Barbara L. Bowles, CFA

Age 67

Independent director since 2008. Ms. Bowles founded and serves as president of the Landers Bowles Family Foundation, which provides charitable gifts primarily to educational entities in order to support disadvantaged high school and college students. From January 2006, she served as the Vice Chair of Profit Investment Management, an equity investment advisory firm, until she retired in December 2007. Ms. Bowles was the founder and served as Chairman (2000 to 2006) and CEO (1989 to 2005) of the Kenwood Group, Inc., an equity investment firm until it was acquired by Profit Investment Management. From 1984 to 1989, Ms. Bowles was Corporate Vice President and Director, Investor Relations, for Kraft, Inc., a diversified packaged food and beverage company. Ms. Bowles serves as presiding director of Wisconsin Energy Corporation, senior director of the Chicago Urban League, and director of the Museum of Science and Industry, Chicago. She is a trustee and chair of Fisk University and also serves on the University of Chicago Booth School of Business Advisory Council. Within the past five years, Ms. Bowles also has served as a director of Black & Decker Corporation (from 1993 to 2010); a director of Hyde Park Bank until it was purchased by Winrust in 2012; a senior director of Lurie Children's Hospital (from 1991 through November of 2011), and after retiring as a regular member, became an honorary senior member.

Ms. Bowles has extensive management and investment advisory experience as the founder, chairman and CEO of a Chicago-based investment advisory firm that managed pension funds for corporations, public institutions and endowments. She also has served as the chief investor relations officer at two large public companies. She has extensive experience serving on the boards of other public companies, including as a presiding director. Ms. Bowles' unique and diverse experiences make her well-qualified to serve on the board and its committees.

Director Nominees at the 2015 Annual Meeting

Nominee & Age

Independence, Qualifications, Attributes,
Skills and Experience

Reason for Nomination

William G. Dempsey

Age 63

Independent director since 2011. Mr. Dempsey provided 25 years of service to Abbott Laboratories, a global broad-based healthcare company, and in his last position at Abbott (2006 until his retirement in 2007), served as Executive Vice President, Global Pharmaceuticals. From 2003 to 2006, Mr. Dempsey served as Abbott's Senior Vice President, Pharmaceutical Operations, and from 1982 to 2003, Mr. Dempsey held several other senior management positions at Abbott. Mr. Dempsey currently serves on the board of Landauer, Inc., and in March 2014, was elected to serve on the board of Hill-Rom, Inc. He was a director at Nordion, Inc. until it was sold in August 2014, and a director at Tyrx until December 2013 when it was sold to Medtronic, Inc. Mr. Dempsey is on the Advisory Board of the Salvation Army, Chicago, serves as a trustee on the Guadalupe Center Board of Trustees, and recently resigned as Chair of the Scientific Evaluation Committee for the MPN Foundation.

Mr. Dempsey has 25 years of senior management experience at a large publicly traded healthcare company, including substantial experience overseeing the company's international operations, and its pharmaceutical, hospital and nutritional businesses. His substantial experience in healthcare, particularly in the international, pharmaceutical, and hospital areas, makes him well-qualified to serve on the board and its committees.

Dennis M. Fenton, Ph.D.

Age 63

Independent director since 2012. Dr. Fenton is the owner and CEO of Fenton and Associates (biotechnology consulting). Prior to that, for over 25 years, Dr. Fenton held numerous positions, including executive roles in process development, manufacturing, sales and marketing, and research and development at Amgen, Inc., a biotechnology company. Most recently, from 2000 to 2008, he served as the Executive Vice President, Operations at Amgen. Dr. Fenton currently serves on the board of Dendreon Corporation, Kythera Biopharmaceuticals, Inc., Xenoport, Inc., and Portola Pharmaceuticals, Inc. Within the past five years, Dr. Fenton also has served as a director of Genzyme Corporation (from 2010 to 2011) and Napo Pharmaceuticals, Inc. (until 2013), was chair of the Scientific Advisory Board (from 2010 to 2013), and acted as a board observer for Althea Technologies in 2013. He also serves on the nonprofit boards of Scripps Research Institute and Keck Graduate Institute.

Dr. Fenton has over 25 years of experience at a large publicly-traded biotechnology company, including substantial management experience in operations, process development and research and development. Dr. Fenton also has experience serving on the boards and committees of other public companies. His substantial experience in healthcare, particularly in the operations, process development and research and development areas, make him well-qualified to serve on the board and its committees.

Director Nominees at the 2015 Annual Meeting

Nominee & Age

Independence, Qualifications, Attributes,
Skills and Experience

Reason for Nomination

Roger W. Hale

Age 71

Independent director since 2006. From August 1990 until his retirement in April 2001, Mr. Hale served as Chairman of the Board, President and CEO of LG&E Energy Corporation, a diversified energy services company and served as President and CEO from June 1989 to August 1990. Prior to joining LG&E Energy, Mr. Hale was Executive Vice President of BellSouth Corporation, a communications services company. From 1966 to 1986, he held several executive positions with AT&T Co., a communications services company, including Vice President, Southern Region from 1983 to 1986. Mr. Hale also is a director of Ashland, Inc., and previously, served as presiding director of H&R Block, Inc. (from 2006 to 2008).

Mr. Hale has extensive experience leading international organizations, as the chairman and chief executive officer at a diversified energy services company and as a senior-level executive at two communications services companies. He also has experience with serving on the board of three large multinational companies, including as a presiding director, and audit, compensation, finance and governance committees. This strong track record of management and leadership experiences provides a valuable source of insight for the board and its committees, and makes him well-qualified to serve on the board and its committees.

Heino von Prondzynski

Age 65

Independent director since 2009. Mr. v. Prondzynski served as CEO of Roche Diagnostics and as a member of the executive committee of F. Hoffman-La Roche Ltd., a Swiss-based healthcare company that develops diagnostic and therapeutic products, from 2000 to 2005, retiring from Roche at the end of 2006. From 1996 to 2000, Mr. v. Prondzynski held several executive positions at Chiron Corporation, a multinational biotechnology firm that develops biopharmaceuticals, vaccines, and blood testing products; and, from 1976 to 1996 at Bayer AG, a German-based maker of healthcare products, specialty materials, and agricultural products. Mr. v. Prondzynski serves as Chairman of the Board for Epigenomics AG, and HTL Strefa Poland, lead director of Quotient Limited, and as a director of Koninklijke Philips NV. Within the past five years, he also has served as a director of Nobel Biocare Holding AG, Switzerland (from 2010 to 2011), and Qiagen N.V., Venlo, The Netherlands (2007-2013).

Mr. von Prondzynski has substantial international leadership experience at several multinational healthcare companies with over 30 years of leadership and management experience in the healthcare field. In addition, he has significant experience serving on the boards and committees at multinational companies. This substantial history of leadership positions at major international healthcare companies allows him to provide a global business perspective to his service on Hospira's board and its committees, and makes him well-qualified to serve on the board and its committees.

Director Nominees at the 2015 Annual Meeting

Nominee & Age

Independence, Qualifications, Attributes,
Skills and Experience

Reason for Nomination

Jacque J. Sokolov, M.D.

Age 60

Independent director since 2004. Dr. Sokolov has served since 1997 as the Chairman and CEO of SSB Solutions, Inc., a U.S. based, diversified healthcare management consulting, development and financial services company. From 1987 to 1992, Dr. Sokolov served as VP of Healthcare for Southern California Edison. In 1992, Dr. Sokolov became CEO of Advanced Health Plans Inc., which was acquired in 1994 by Coastal Physicians Group Inc. From 1994 to 1997, Dr. Sokolov served as Chairman of the Board of Coastal Physician Group, Inc., which later became PhyAmerica Physician Group, Inc. Dr. Sokolov serves on the board of directors of several private companies including MedCath Corp., MyHealthDirect, Inc., PCA Medical Group, and Zoonie, LLC. He also serves as Vice Chairman of the Board for Phoenix Children's Hospital, and is a director on the nonprofit boards of the National Health Foundation and the White House Health Project.

Dr. Sokolov has strong management experience in the healthcare field as a senior corporate officer and the chairman and chief executive officer of a national healthcare management, development and investment firm. Over the years, he has worked extensively with physicians, physician organizations, hospitals/health systems, health plans and pharmaceutical and medical device companies. Such experience has given Dr. Sokolov a breadth of understanding of the clinical/business models of healthcare. He also has over 18 years of board experience at three public companies, including service as a chairman of the board, chairman of several committees, and as a member of the audit, governance, public policy and compensation committees. This experience and his understanding of the clinical/business models of healthcare make him well-qualified to serve on the board and its committees.

John C. Staley

Age 73

Independent director since 2004. Mr. Staley has served as the chair of the board of directors of Hospira since January 2012. Mr. Staley served as the Managing Partner of the Lake Michigan Area of Ernst & Young LLP, a public accounting firm, a position that he held from 1985 to his retirement in June 2001. Mr. Staley is as a director of Mattersight Corporation and Rasmussen, Inc. He also is a member and the former Chairman of the Board of Trustees of DePaul University. Within the past five years, Mr. Staley also has served as a director of Nicor Inc., now part of AGI, from 2008 to 2011.

Mr. Staley worked for Ernst & Young for more than 35 years, including as a tax practice coordinator in the company's European headquarters, and for 16 years, as an Area Managing Partner with overall responsibility for the audit, tax and consulting practices. Based on that experience, Mr. Staley is an expert in the areas of accounting and auditing, and he provides the board with a valuable source of accounting insight. His experience serving on other boards and committees also makes him well-qualified to serve on the board and its committees.

Director Nominees at the 2015 Annual Meeting

Nominee & Age

Independence, Qualifications, Attributes,
Skills and Experience

Reason for Nomination

Mark F. Wheeler, M.D., M.P.H.

Age 65

Independent director since 2006. From September 2010 until June 2012, when he retired, Dr. Wheeler served as the System Vice President, CIO and CMIO for PeaceHealth, an integrated delivery network of hospitals in the Pacific Northwest. From January 2007 to September 2010, Dr. Wheeler served as the Director of Clinical Informatics for PeaceHealth. He previously served as Acting Vice President Engineering, Centricity Enterprise Business Unit of General Electric Company, a diversified technology, media and financial services company, from February 2006 to January 2007. He served as chief technical architect of IDX Systems Corporation, a healthcare information technology services provider, from 1997 until December 2005, when IDX was acquired by General Electric, and served on IDX's board of directors from 1999 through 2005. He also serves on the nonprofit board of Washington Wine Industry Foundation.

For over 25 years, Dr. Wheeler worked in the medical research and development field, with a strong emphasis on software development related to medical products. Dr. Wheeler received an M.D. from Yale University and is a former practicing physician. Dr. Wheeler's substantial medical industry experience, particularly related to research and development, along with his medical background, make him well-qualified to serve on the board and its committees.

The board of directors is committed to adopting governance policies and practices that promote the most effective and ethical management of our company. In that regard, the board believes that it is important to retain maximum flexibility to determine our company's optimal leadership structure and to choose the best qualified person to serve in the offices of chief executive officer and chair of the board. At this point in time, the board has determined that having an independent, non-executive chair is the optimal leadership structure for our company because it provides the board with independent leadership and allows Mr. Ball, our company's chief executive officer, to concentrate on our company's business operations. In 2013, the independent directors elected Mr. Staley as the non-executive chair, and upon his reelection at the Annual Meeting, he will continue to serve in that position for a term expiring in January 2016. As the non-executive chair, Mr. Staley is responsible for:

In addition, the chair may call meetings of the board or the independent directors and may attend meetings of committees on which the chair is not a member. A full description of the chair's roles and responsibilities is included in our corporate governance guidelines, which are available in the investor relations section of our website at www.hospirainvestor.com.

As stated in our corporate governance guidelines, the board is committed to overseeing the conduct of our company's business so that it is managed by its officers, managers and employees in the long-term interests of shareholders. As part of that responsibility, the board regularly discusses the processes that are in place to safeguard our company's assets and mitigate our company's risk. The board's role in risk oversight is consistent with our company's leadership structure, with the chief executive officer and other members of senior management having responsibility for assessing and managing our company's risk exposure, and the board and its committees providing oversight in connection with these efforts. For example, the board reviews our company's enterprise risk

management process, the major risks identified through that process, and management's related mitigation strategies. Throughout the year, the board and its committees receive updates, as necessary, on the identified risks and mitigation plans. In addition, each year, the board reviews our company's strategic direction and objectives, and reviews key operational issues or risks related to the long-term strategic plan. The board holds extensive meetings with senior management to discuss our company's long-term operating plans, including the issues and opportunities facing our company in light of industry developments. Throughout the year, the board continues to engage in dialogue with management related to the progress of these plans, including any significant operational issues or risks encountered by our company in executing the plans. Each of the board committees (audit, compensation, governance and public policy, science and technology, and quality) regularly meet and review the major risks and mitigation activities relating to their respective areas of responsibility and oversight.

The board of directors held nine meetings, and one special telephonic meeting, during 2014. No director attended fewer than 75% of the total number of meetings of the board of directors and the committees of the board of directors on which such director served. Our Corporate Governance Guidelines establish that our directors are expected to regularly attend the annual meeting of shareholders and meetings of the board and board committees on which they serve. All of our directors serving at the time attended in person or by call-in conferencing the 2014 annual meeting. Our independent directors generally meet in an executive session without management present at every regularly scheduled board meeting. As the chair during 2014, Mr. Staley presided at the executive sessions of the full board.

The board annually determines the independence of directors. No director may qualify as independent unless the board of directors affirms that the director has no material relationship with us. As required by our corporate governance guidelines, the board will consider all relevant facts and circumstances in connection with that determination. Under no circumstances will a director be considered independent if:

In February 2015, the board determined that Mr. Bailey, Ms. Bowles, Mr. Dempsey, Dr. Fenton, Mr. Hale, Dr. Sokolov, Mr. Staley, Mr. v. Prondzynski, and Dr. Wheeler are independent within the meaning of our director independence standards and the listing standards of the New York Stock Exchange. In making these independence determinations, the board was not aware of any disqualifying relationship under the above criteria and, additionally, was not aware of any other relationship between such director and Hospira that would affect his or her independence.

Our director independence standards are included in our corporate governance guidelines, which are available in the investor relations section of our website at www.hospirainvestor.com.

The board of directors has five committees: the audit committee, the compensation committee, the governance and public policy committee, the quality committee, and the science & technology committee. All committee members, except F. Michael Ball, are independent, non-executive directors.

Below is a summary of our committee structure and membership information. To read more about the committees, please see the discussion following the chart.

Mr. Bailey (chair), Ms. Bowles, Mr. Dempsey, and Dr. Wheeler serve on the audit committee. For a discussion of director qualifications, separate descriptions for each audit committee member's industry background and credentials to fulfill their responsibilities, please see the section, "The Board of Directors" earlier in this proxy statement. During 2014, the audit committee met ten times. All members of the committee must be independent and must satisfy the audit committee member eligibility requirements of the New York Stock Exchange and the SEC. The board determined that Mr. Bailey, Ms. Bowles, Mr. Dempsey, and Dr. Wheeler are financially literate and eligible to serve on the audit committee. The board has determined that each member of our audit committee also is an "audit committee financial expert" within the meaning of the rules of the SEC.

Both the independent registered public accounting firm and the internal auditors regularly meet privately with the audit committee and have unrestricted access to the audit committee.

The audit committee is governed by a written charter, which is available in the investor relations section of our website at www.hospirainvestor.com. The eligibility criteria for committee members are included in the charter. A copy of the report of the audit committee is on page 52.

Dr. Fenton (chair), Ms. Bowles, Mr. Hale, Dr. Sokolov, and Mr. v. Prondzynski serve on the compensation committee. During 2014, the compensation committee met three times. All members of the compensation committee must be independent, must satisfy the compensation committee member eligibility requirements of the New York Stock Exchange and the SEC, and must be "non-employee directors" for purposes of Rule 16b-3 under the Exchange Act, and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The board determined that each of Dr. Fenton, Ms. Bowles, Mr. Hale, Dr. Sokolov, and Mr. v. Prondzynski is eligible to serve on the committee.

For a description of how the compensation committee administers our executive compensation program, please see the section, "2014 Compensation Discussion and Analysis—Discussion of Compensation Program—General Administration" later in this proxy statement. The compensation committee has engaged Towers Watson as its independent compensation consultant. Towers Watson provides counsel and advice on executive and non-employee director compensation matters, including providing information regarding the peer groups against which performance and pay should be examined. For a further description of the services provided by Towers Watson, please see "2014 Compensation Discussion and Analysis—Discussion of Compensation Program—General Administration" later in this proxy statement.

The compensation committee has adopted a policy that prohibits Towers Watson from providing any other services to our company other than the services Towers Watson performs as the compensation committee's independent consultant. This is intended to strengthen the independence of Towers Watson and avoid any conflicts of interest. However, in 2014, Towers Watson provided to the company compensation survey data for one country outside the U.S., for which we paid Towers Watson approximately $6,500. For services rendered to the committee related to executive compensation, in 2014, the committee authorized payment to Towers Watson of approximately $250,000 (excluding expenses). The compensation committee assessed the independence of Towers Watson in 2014 pursuant to the rules of the SEC and the listing standards of the New York Stock Exchange, and concluded that Towers Watson's work for the compensation committee does not raise any conflict of interest.

The compensation committee is governed by a written charter, which is available in the investor relations section of our website at www.hospirainvestor.com. The eligibility standards for committee members are included in the charter. A copy of the report of the compensation committee is on page 51.

Ms. Bowles (chair), Mr. Hale, Dr. Sokolov, and Mr. Staley serve on the governance and public policy committee. During 2014, the governance and public policy committee met five times. All members of the governance and public policy committee must be independent. The board determined that Ms. Bowles, Mr. Hale, Dr. Sokolov, and Mr. Staley are eligible to serve on the committee.

The process followed by the committee to identify a nominee to the board of directors depends on the qualities being sought. Board members should have backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve our governance and strategic needs. Candidates will be considered on a range of criteria, including broad-based business knowledge and relationships, prominence and excellent reputations in their primary fields of endeavor, global business perspectives, and commitment to good corporate citizenship. Directors should have demonstrated experience and ability that is relevant to the board's oversight role with respect to our business and affairs. The committee's criteria for the selection of, and qualifications desirable in, members of the board, are included in an outline for directorship qualifications, which is Exhibit B to our company's corporate governance guidelines, and can be found in the investor relations section of our website, www.hospirainvestor.com. The criteria include, among other attributes, strong management experience, experience with multinational operations or experience in hospital products, hospital administration, medical or pharmaceutical products, medical research and development, finance or international business. It is also the committee's desire for the board to include a range of ages and a diversity of ethnicity, gender, experience, knowledge and geography. The committee defines diversity broadly and evaluates candidates not only on the attributes described above, but also considers whether the candidate enhances the current diversity of the board. In addition, as part of the annual self-evaluation process, the board and each committee assesses whether the board and the committees have appropriate diversity, as well as appropriate experience, education and skills for the current issues facing our company.

Director candidates can be referred to the committee from a variety of sources, including by our officers, directors and shareholders. The committee has from time to time enlisted a third-party search firm to assist it in identifying and evaluating qualified candidates. The committee has the sole authority to engage director candidate search firms.

If the board determines to seek a new member and a candidate is referred to the committee, the committee will review the candidate's qualifications in light of the attributes being sought by the board. If the committee determines that a candidate's qualifications are potentially suitable for service on the board, the committee will conduct an investigation of the candidate's background. Typically, candidates are interviewed by one or more members of the committee, and our chair before being nominated for election to the board.

A shareholder may recommend persons as potential nominees for director by submitting the names of such persons in writing to the chair of the governance and public policy committee or to our secretary. Recommendations should be accompanied by a statement of qualifications and confirmation of the person's willingness to serve. A nominee who is recommended by a shareholder following these procedures will receive the same consideration as other comparably qualified nominees. The committee will consider potential nominees recommended by shareholders and in so doing, will apply the same evaluation criteria used for each person considered for nomination to the board.

The governance and public policy committee is governed by a written charter, which is available in the investor relations section of our website at www.hospirainvestor.com. The eligibility standards for committee members are included in the charter.

Mr. Dempsey (Chair), Dr. Fenton, Dr. Sokolov, Mr. v. Prondzynski, and Dr. Wheeler serve on the quality committee. The committee provides assistance to the board in carrying out certain oversight

responsibilities of the board relating to product quality and product safety. During 2014, the committee met five times.

The quality committee is governed by a written charter, which is available in the investor relations section of our website at www.hospirainvestor.com.

Serving on the science and technology committee are Dr. Wheeler (chair), Mr. Bailey, Mr. Ball, Ms. Bowles, Mr. Dempsey, Dr. Fenton, Mr. Hale, Dr. Sokolov, Mr. Staley, and Mr. v. Prondzynski. The committee provides general oversight over strategic goals, objectives, and the direction of our research and development programs, including our product pipeline. The committee met four times during 2014.

The functions of the committee include overseeing our company's research and development and technology initiatives, including review of the following matters:

The science and technology committee is governed by a written charter, which is available in the investor relations section of our website at www.hospirainvestor.com.

Within five years after joining the board, each non-employee director is required to own and retain a minimum number of shares of Hospira common stock or deferred stock units equal to the lesser of (i) 7,500 shares, or (ii) the number that is five times such director's annual retainer fees (currently $325,000). The director must maintain that minimum throughout his or her service on the board. For purposes of the ownership guidelines, common stock includes restricted stock, restricted stock units and deferred stock units awarded to non-employee directors. All non-employee directors are in compliance with the guidelines.

Our board members represent a broad array of experience and expertise in various areas of our business, factors we consider very important. We also believe that it is important for the board to have continuity. Currently, only 30% of our non-executive directors have been on the board nine years or more—the period of time ISS considers "lengthy tenure." We, therefore, believe our board is well-balanced in terms of the tenure of its members.

You may communicate with the board of directors by writing a letter to our chair. You may contact our independent directors by writing a letter to the chair of our audit committee (for accounting or disclosure matters), or any of our other independent directors.

Our general counsel and secretary will review the communication and forward it to the addressee or, in the absence of an addressee, to the most appropriate director or directors.

Our corporate governance guidelines, our code of business conduct and ethics, and the charters of our audit committee, compensation committee, governance and public policy committee, quality committee, and science and technology committee are available in the investor relations section of our website at www.hospirainvestor.com. We will provide a copy of any of these materials to any shareholder free of charge upon written request to:

Our management and compensation committee, with the input and guidance of Towers Watson, our independent consultant, have evaluated our compensation policies and practices for all of our employees, including our executive and non-executive officers, to determine whether they create risks that are reasonably likely to have a material adverse effect on our company. We believe that our compensation programs do not encourage excessive risk taking for several reasons, including the following:

Based on our analysis, we believe our compensation policies enhance our company's business interests by encouraging innovation and appropriate levels of risk taking. This analysis was supported by the compensation committee's independent consultant, Towers Watson. Additional information about our executive officer compensation practices and policies is included in the section captioned "2014 Compensation Discussion and Analysis."

Director compensation is reviewed and approved annually by the board, on the recommendation of the compensation committee. The compensation committee has engaged an independent consultant, Towers Watson, to assist it in the performance of these duties. During 2014, the committee performed its annual review of our company's director compensation program and concluded that the program generally remained consistent with competitive market practice. The committee aims to provide a compensation program for the directors that is competitive and works to attract and retain high quality directors. Consistent with this desire, the compensation committee, in consultation with its independent consultant, has determined that it is appropriate to generally target total director compensation at the market median of our company's peer group. In 2014, the committee determined not to increase director pay.

Under our company's director compensation program, our non-employee directors receive an annual cash retainer in the amount of $65,000. Employees are not compensated for serving on the board or board committees. The director who served as chair of the board receives an additional annual retainer of $45,000. Each director who serves on a committee created by the board receives an additional annual committee retainer fee of: (1) $5,000 for the science and technology committee, the quality committee, the governance and public policy committee, and any other permanent or temporary committee established by the board; (2) $10,000 for the compensation committee; and (3) $17,500 for the audit committee. And, each director who serves in the role of chair of any committee receives a combined additional annual committee and chair retainer fee of: (1) $12,500 for the science and technology committee, the quality committee, the governance and public policy committee, and any other permanent or temporary committee established by the board; (2) $20,000 for the compensation committee; and (3) $25,000 for the audit committee. The differences in pay for the various committees are based upon the workload and number of meetings generally held by the committees, as well as the peer group compensation data provided by the consultant.

The board has established a global travel allowance fee, which is paid to compensate a director for international travel to attend a board or committee meeting. This travel allowance fee currently is set at $2,000 for each meeting that requires international travel.

In addition to cash compensation, our company's director compensation program also utilizes equity grants to further align the interests of directors with our company's shareholders. Each year, each non-employee director receives an annual grant of restricted stock on the same date on which such grants are made to executive officers, which is the later of the fifth business day after the release of our financial results for the previous calendar year, or the day of completion of the regularly scheduled February meeting of the compensation committee. This ensures that the pricing of such

grants is identical for both directors and officers. Each non-employee director received an annual grant of restricted stock, which generally will vest as of the one-year anniversary date of the grant. In 2014, the number of such shares of restricted stock granted to each director was equal in value to $190,000 as of the date of grant, except that, the director who served as chair of the board received an additional grant of restricted stock that was equal in value to $110,000. In accordance with IRS regulations, each director is given the option of converting the restricted shares into restricted stock units. While serving on the board, directors may dispose of stock received from the vesting of restricted stock grants if they have met the minimum holding requirements under our company's share ownership guidelines for directors. The directors' ownership guidelines are included in the section captioned "Corporate Governance—Director Share Ownership Guidelines."

In 2014, restricted stock could, based on an election by the director, be deferred and granted as restricted stock units and recorded in the director's stock unit account. At the director's prior election, the stock unit account will be paid out in the form of company common stock in a lump sum on the first business day after the calendar quarter in which the director's service terminates or in up to ten annual installments from and after that date. In 2014, non-employee directors could elect to defer all or a portion of their fees and restricted stock awards. The cash-based fees were deferred into a stock unit account.

The following table shows the amount and form of compensation paid to each of our non-employee directors during 2014. Compensation includes annual retainer fees, board chair fees, committee and committee chair retainer fees, and restricted stock awards.

Director	Fees Earned or Paid in Cash⁽¹⁾			Stock Awards⁽²⁾⁽³⁾		All Other Compensation		Total

Irving W. Bailey, II	$	91,375		$	190,000	$	0	$	281,375
Barbara L. Bowles		102,000			190,000		0		292,000
Connie R. Curran		79,989	⁽⁴⁾		190,000		0		269,989
William G. Dempsey		102,000			190,000		0		292,000
Dennis M. Fenton		93,250			190,000		0		283,250
Roger W. Hale		94,500			190,000		0		284,500
Jacque J. Sokolov		85,750			190,000		0		275,750
John C. Staley		122,000			300,000		0		422,000
Heino von Prondzynski		91,000			190,000		0		281,000
Mark F. Wheeler		102,000			190,000		0		292,000

This compensation discussion and analysis explains our philosophy underlying, and administration of, our executive compensation program. This section also describes the elements of our executive compensation program, the compensation paid in 2014 to our chief executive officer ("CEO"), chief financial officer and the three other most highly paid executive officers (the "named officers" or "NEOs"), and other aspects of our executive compensation program. Please read this compensation discussion and analysis along with the information contained in the executive compensation tables immediately following this section.

The overriding goal of our executive compensation program is to align the interests of our shareholders with our ability to attract, retain and motivate the best people from the industries where we compete for talent. For that reason, we favor variable pay opportunities based on performance over fixed pay. We view total direct compensation as comprising three elements: base salary, annual cash incentives, and long-term equity incentive awards. In 2014, performance-based compensation, in the form of the targeted annual cash incentives and long-term incentive grants, comprised over 86% of our named officers' targeted total direct compensation¹. The long-term equity-based incentive awards included performance share units, stock options, and restricted stock units.

2014 was a year of significant progress against many of our near-term milestones in our transformative period. We set out in 2014 to accomplish two major goals. Our first goal was to "Fix the Foundation" and focus on quality improvements primarily in our manufacturing operations. Our second goal was to "turbo charge growth," which our executive officers sought to achieve by introducing new

products, pricing products differently, investing in R&D, and registering our current and new products in countries where opportunities for organic growth existed. Our accomplishments included:

We believe that the compensation committee's balance in using short-term incentives and traditional long-term incentives encouraged our executive officers to maintain their focus on advancing quality improvement initiatives, as well as drive growth. The committee recognized the need to continue to motivate our executives during our turnaround, while ensuring that the executive compensation program remained in alignment with shareholders' interests and our longer term growth. Performance determines the annual incentive payout, based on adjusted net income and other factors listed below, and the payout is adjustable based on individual performance. Adjusted net income and corporate performance factors led to a potential payout for 2014 of 176%, which is above target. For 2014, Hospira reported adjusted net income of $333.2 million. (For a description of how adjusted net income is calculated, and the corresponding metric under generally accepted accounting principles, see the table captioned "Hospira Performance Incentive Plan Measures" in this "2014 Compensation Discussion and Analysis.") For named officers, the annual incentive payout was calculated based on company performance and was adjusted based on the achievement of individual performance goals set for each named officer. These individual performance goals were based on each named officer's individual contribution to the various goals and objectives set for him, his ability to manage his functional area, and his contribution to the overall operations of our company. (See "Annual Cash Incentive Award in this "2014 Compensation Discussion and Analysis" for the individual goals for each named officer.) The table, below, lists the target annual cash incentive amount for each named officer, and the actual annual cash incentive paid to each named officer for 2014, based on the combination of company and individual performance:

Nearly 71% of the votes cast in 2014 supported our company's executive compensation program. These voting results communicated our shareholders' endorsement of the committee's decisions and policies. Even with the affirmative vote, the committee recognizes the nearly 12 percentage point drop in shareholder approval over last year. While the committee believes the 2014 executive compensation program was structured to drive the desired short- and long-term goals of the company, it continuously reviews our executive compensation programs for alignment with performance, responsiveness to our business needs, and promotion of the best interests of our company's shareholders.

The company expanded its shareholder outreach efforts in 2014 to include a proactive outreach to our top 25 shareholders. We engaged with over two dozen shareholders throughout 2014, and reviewed comments from proxy advisors. Generally, we learned that better communication of the committee's thought process behind our executive compensation program and, in particular, explaining the intent behind the short-term and one-time discretionary compensation awards was helpful to shareholders. We then reviewed, with our external committee consultant, the compensation program to ensure we continue to motivate our management during the company's turnaround, while also taking into consideration shareholder concerns. Because there exists a natural time lag in gaining shareholder feedback and approving future compensation program changes, this proxy statement will discuss primarily the program approved for 2014. However, later in our compensation discussion and analysis, we provide an overview of program modifications approved by the committee for the 2015 executive compensation program. For changes approved for 2015, see, "Adoption of Specific Decisions for 2015 Executive Compensation," at the end of this section.

To assist shareholders in better understanding the committee's decisions relating to 2014 executive compensation, below is a short review of the company's recent history and the committee's efforts to structure the executive pay program to support the company's initiatives.

In 2014, the company continued to operate in a transitional or transformative period, focusing on two major goals: first—"Fix the Foundation" with a focus on Quality, primarily in our manufacturing operations; and, second—"turbo charge" our growth. The company planned to do so by introducing new products, pricing new products differently, and bringing new products or registering current products in countries where opportunity for more organic growth existed. To meet these two goals, Mike Ball, who was hired in 2011, recruited a number of new senior executives within our Quality and Manufacturing, Operations and Commercial functions.

In 2012 through 2014, the committee believed it necessary to tailor the executive compensation program to motivate and retain the new management team in the short-term, while positioning the company for long-term growth. Thus, the committee utilized both our formal annual and long-term incentive programs, and also approved short-term incentives for the completion of specific projects.

Based on the efforts of management under Mike Ball's leadership, we achieved significant progress against our near-term milestones during 2014. The committee believes its focus on a short-term compensation program was an important factor in achieving the company's goals in 2014 and in the long-term. However, as the company emerges from its turnaround period, the committee intends to revise its short-term incentive plan to focus on financial metrics and then allow for an individual modifier based on achievement against individual goals and return to traditional, long-term executive pay. For changes approved for 2015, see, "Adoption of Specific Decisions for 2015 Executive Compensation," at the end of this section.

The discussion and analysis that follows describes the company's 2014 executive compensation program, which is based primarily on changes made to the 2013 compensation program:

We believe the design and administration of our executive pay program reflects sound principles and governance practices, as highlighted in the table below.

Overarching Principle

Best Practices

Hospira Practices

Purpose

•

Executive compensation program reinforces the responsible creation of sustainable long-term value

•

Business and people strategies align with long-term value creation and drive the design and administration of the executive pay program

•

Performance measures are selected in light of an organization's long-term strategy using a rigorous process in setting performance targets

•

Our compensation committee regularly reviews the design and administration of our executive pay program to ensure it is aligned with, and balances our business and people strategies with, shareholder value creation

•

We have designed our executive pay program to motivate and reward long-term value creation through the use of equity based incentives

•

We develop performance requirements in our incentive plans taking into consideration Hospira's annual budget, long-term strategic plan, historical performance of our company, our industry and our peers, as well as our investor expectations

Alignment

•

Use of multiple metrics to promote a holistic view of organizational performance

•

Incentive plan design should balance shareholder alignment and line-of-sight related objectives through the selection of performance measures and long-term incentive vehicles

•

Regular assessment of pay-for-performance alignment

•

Executive pay programs should have a limited focus on non-performance based pay elements

•

Our incentive plans incorporate overall company and individual performance metrics

•

Hospira's incentive plans include the use of multiple company-wide metrics representing financial, operational, strategic and market-based performance

•

Our long-term incentive plan is based on the use of multiple vehicles that balance stock price performance, long-term value creation, and retention objectives

•

Periodic analyses reviewed by the committee support the pay-for-performance relationship in our executive pay program

•

Hospira's use of non-performance based pay is limited⁽¹⁾

Overarching Principle

Best Practices

Hospira Practices

Accountability

•

The compensation committee should use a comprehensive toolkit of resources to ensure it effectively fulfils its role

•

A minimum level of organizational financial performance must be achieved before incentives are funded

•

Risk mitigation techniques should be used to help ensure appropriate levels of risk-taking by executives

•

Our compensation committee and our Board are accountable for monitoring and making decisions about the compensation of the CEO and senior executive team

•

The committee utilizes external market reference data from multiple sources representing Hospira's talent market when making pay decisions

•

Additional analyses, including tally sheets and pay-for-performance reviews, are used to validate pay outcomes

•

The committee directly retains and consults with an expert external advisory firm and company executives in addition to the CEO

•

A minimum level of adjusted net income must be achieved before incentives are paid under our annual incentive plan

•

Our company has adopted risk mitigation programs, including share ownership guidelines, claw backs, and restrictive covenants

Engagement

•

Executive compensation decisions are informed, but not driven, by market practices

•

Executive pay levels should be analyzed and considered holistically

•

A majority of executive pay should be in the form of incentives, with a significant portion delivered in long-term incentives

•

Individual performance should be considered in performance-based pay decisions

•

While the committee has access to market practice information as a part of its pay administration process, the committee uses its judgment in how best to apply this data in making pay decisions

•

The committee assesses our executive pay levels from a total direct compensation perspective, rather than focusing on individual elements of the pay program

•

On average, 86% of our NEO opportunity at target compensation is in the form of incentives, with long-term equity based incentives representing 73%

•

Individual performance impacts incentives paid under our annual incentive plan, as it is considered when making base pay adjustments and long-term equity incentive awards

The compensation committee of the board oversees our executive compensation program. The committee consists entirely of independent directors and approves compensation programs for all of our corporate officers, including our named officers. However, while the compensation committee makes recommendations, it is the independent members of our full board who review and approve all components of CEO compensation. The committee has engaged an independent consultant, Towers Watson, to assist it in the performance of its duties. The consultant regularly provides the committee with analyses of competitive practices and compensation relevant to our company's executive positions and industry. In addition, the committee routinely requests and receives information from the consultant with regard to executive officer pay, long-term incentive award levels and other executive compensation matters of concern to the committee. The consultant reports directly to the committee. The committee has the sole authority to retain or terminate the consultant.

Our senior vice president and chief human resources officer ("CHRO"), works with our CEO to develop recommendations on matters of compensation philosophy, plan design and specific awards for executive officers. In conjunction with our CHRO, our CEO assesses performance and makes pay recommendations to the committee for each executive officer other than himself. Towers Watson provides competitive data for our senior officers and makes independent recommendations on competitive pay to the committee. The committee considers these recommendations and makes decisions and recommendations as it deems appropriate. In making these decisions and recommendations, the committee considers multiple factors, including individual performance, achievement of goals, desired versus actual competitive compensation, and the importance of retention. For our CEO, Towers Watson prepares compensation recommendations based on the competitive market data, which are reviewed and discussed by the committee in executive session. The committee approves a compensation recommendation for our CEO that is then taken by the chair of our compensation committee to the independent board members for approval. Our CHRO, our CEO, and

our general counsel typically attend committee meetings, but are not present for any discussion of their own respective compensation.

At Hospira, we have designed our pay programs to help reinforce and reward the successful execution of our key strategies. We intend for our programs to reflect competitive market practices and to provide an appropriate mix of short- and long-term rewards to motivate and reward the achievement of our company's goals and strategies in a way that does not encourage unnecessary or excessive risk-taking.

In order to attract and retain the quality of talent needed to be successful in Hospira's industry in 2014, the committee targeted total direct compensation (the sum of base salary, an annual cash incentive award, and long-term equity incentive awards that are valued, for these purposes, based on the grant date fair value) at up to the 60^th percentile of the market. The targeted amounts are based on an analysis of the compensation practices of the competitive market.

With the assistance of its independent compensation consultant, Towers Watson, the committee benchmarks all elements of our executive compensation. Our executives' pay elements are benchmarked against a peer group of public companies selected annually from the health care industry that fall within a reasonable range of comparison factors, such as revenue, assets, and market capitalization. The peer companies also reflect Hospira's product markets and the talent pool from which employees are

recruited. Based on such criteria, the committee included the following companies in the peer group for the competitive analyses for 2014 compensation:

	Financial Data ($000,000)

	Revenue⁽¹⁾		Assets⁽¹⁾		Market Capitalization⁽¹⁾
Actavis PLC	$	11,785	$	22,726	$	68,229
Allergan, Inc.		7,003		10,574		63,330
Baxter International Inc.		16,813		25,869		39,722
Becton Dickinson & Company		8,432		12,447		26,911
Biogen Idec Inc.		9,028		11,863		80,163
Boston Scientific Corporation.		7,331		16,571		17,576
CareFusion Corporation		3,934		9,655		12,117
Celgene Corporation		7,341		13,378		89,343
C.R. Bard, Inc.		3,218		5,041		12,480
Endo International plc		2,662		6,572		11,098
Forest Laboratories, Inc.⁽²⁾		3,985		12,018		NA
Gilead Sciences, Inc.		20,696		22,497		142,207
Hospira, Inc.⁽³⁾		4,422		6,179		10,364
Life Technologies Corp⁽⁴⁾		3,842		8,638		NA
Mylan Inc.		7,445		15,236		21,141
St. Jude Medical, Inc.		5,605		10,248		18,593
Stryker Corp.		9,525		15,743		35,687

Towers Watson reviews the peer group with our committee each year and makes recommendations regarding changes to the peer group. In August 2014, Towers Watson reviewed the peer group and provided recommendations for peer group changes. Towers Watson recommendations were based on its assessment of the peer group, and took into consideration feedback from our shareholders on the 2014 group. Based on the analysis and recommendations, the committee approved a new peer group for use in evaluating 2015 compensation.

Towers Watson's competitive analyses also include relevant published survey benchmark data from the pharmaceutical, biotech and health sciences industries, which the committee used as a secondary source of information to supplement the peer group analysis. The peer group and published surveys, together, were used to determine market pay opportunities for salary, annual and long-term incentives, and total direct compensation (the sum of base salary, annual cash incentive award and long-term equity incentive awards).

When making executive compensation decisions, the committee also reviews executive tally sheets for each named officer, which reflects the total compensation opportunity, realizable compensation, and the aggregate value of all long-term incentive grants.

Below is a discussion of the three components of our company's total direct compensation: base salary, annual cash incentive award, and long-term equity incentive awards.

In 2014, we determined and adjusted an executive's base salary taking into consideration sustained performance against individual job responsibilities, the impact of performance on our business results, current salary in relation to the competitive market for the job, experience, potential for advancement and retention. We administered the same standards for base salary increases for Hospira's executives as for other salaried employees.

Based on competitive data provided by Towers Watson, the salaries of the named officers were at or below the market median of the competitive market. The committee, therefore, increased the base salaries for 2014. The committee determined that a salary increase was appropriate, as retaining the named officers was important to the transformative agenda and growth initiatives of our company. In light of the foregoing, the annual base salaries for the named officers were increased, as follows:

Executives have an opportunity to earn an annual cash incentive award. The goal of our annual cash incentive plan for the named officers is to establish a significant link between the award and our success by rewarding participants when we achieve or exceed established financial goals and business objectives. Target opportunities are set at the market median with actual values determined by individual performance and performance against business goals and objectives.

Our named officers participate in the 2004 Hospira, Inc. Performance Incentive Plan, as amended. The committee determines the participants in the Performance Incentive Plan each year.

The Performance Incentive Plan originally approved by our shareholders in 2005, is designed to allow for awards to be tax deductible under the requirements of Section 162(m) of the Internal Revenue Code. The Performance Incentive Plan provides for a base award equal to 2.0% of our earnings before interest, taxes, depreciation and amortization for our chief executive officer and 1.0% for each other named officer. In determining actual awards under the Performance Incentive Plan, the committee has the discretion to reduce, but not increase, actual awards from the base awards. In practice, the committee has exercised its discretion to substantially reduce the actual awards from the base awards each year. In exercising this discretion and determining actual awards, the committee establishes goals at the beginning of each performance period and, at the February meeting after completion of the performance period, measures performance against those goals. The committee

generally has established the same corporate goals and goal weightings for named officers under the Performance Incentive Plan as those corporate goals and goal weightings used for determining awards cascaded to other levels of management. While the committee consults with management in connection with the establishment of these goals, the committee has the sole discretion to set, and measure performance against, these goals.

The compensation committee added an individual performance modifier for Performance Incentive Plan participants, as well as for all director and vice-president level employees in 2014. Each executive receives a different individual performance modifier, based on the individualized goals set for each executive. The CEO may adjust a participant's annual cash incentive by applying the individual performance modifier for each participant, except Section 16 officers. The compensation committee applies the individual performance modifier for Section 16 officers. For named officers, the calculated incentive payout based on company performance may be adjusted based on achievement of individual performance goals set for each named officer. No award is earned if an individual fails to meet established minimum level performance. Below are the individual 2014 goals for each named officer, as approved by the committee:

The committee reviews and approves for each officer a target award determined as a percentage of the officer's base salary, which is earned based on performance against Hospira adjusted net income and corporate performance goals ("CPGs"). Those net income and corporate performance goals are initially recommended by management, who then presents such goals to the full board of directors. The full board approves the final performance measures and weighting. Officers may earn more than the target award (up to a maximum set by the committee of two times the target award) if goals are exceeded, or less than the target award if goals are not achieved at the target level, but achieved above a threshold level set by the committee (payment at the threshold level is up to one-half of the target award).

In 2014, the committee continued to use a funding mechanism established in 2012, under which no payouts are awarded under the program unless our company achieves a threshold level of adjusted net income. This funding concept ensures that Hospira achieves a threshold level of profitability prior to beginning to fund the annual cash incentive pool, and that the entire program will be self-funded.

The 2014 financial goals and CPGs were established by the full board to focus executive attention and action on financial and business performance, which the board believed would deliver shareholder return and long-term growth. In establishing these financial goals, the full board consulted with management, reviewed our company's 2014 business plan and then set the financial goals, based upon the execution of the business plan. Thus, it is the board that sets the financial goals and the following measures on which to assess our company's performance.

Performance Incentive Plan Measures and Weighting	Goal Description	Justification for Measure

Adjusted net income (80%)*	Our adjusted net income means our net income determined in accordance with generally accepted accounting principles, adjusted for certain specified items that are described below and in our earnings press releases.	This measure provides a focus on profitable growth and expense control, and serves as a strong indicator of sustained performance over the long-term. This measure provides greater transparency into Hospira's ongoing results of operations.
Corporate Performance Goals (20%)	For 2014, our corporate performance goals focused on the successful achievement of the following:	Goal Result
	Global Service Levels—achieve average global service levels of 100% of 2014 Plan (excluding competitors off market)	As of end of 2014, Average Global (Adjusted) Customer Service level was 96%, excluding competitors off market (April -December). Adjusted Customer Service for the month of December, 2014 was 96%
	Vizag, India Manufacturing Readiness—GMP approval post submission and review of responses	Did not meet threshold—FDA did not complete Pre Approval Inspection in 2014. GMP approval not yet received.
	Vizag, India Tech Transfer—Place 100% of 2014 Plan (8 batches) number of molecules on stability by December 2014	Ten batches placed on stability, to date.
	Plum A+ Remediation—100% of 2014 planned Plum A+ installed base in the U.S. remediated by December 31, 2014	108% of 2014 planned Plum A+ installed base in the U.S. remediated by the end of November, one month ahead of schedule.
	Plum 360 510(k)—Submit Plum 360 510(k) per 2014 Plan by June 30, 2014	Plum 360 510(k) submitted on June 30 and MedNet 6.0 510(k) submitted on April 30, 2014 per plan
	EPO Submission—Submission completed by 2014 Plan date of December 18, 2014	FDA received the submission on December 16, 2014, which is two days ahead of the plan date. The U.S. EPO program is an important future growth driver.
	Global Expansion—ten successful regulatory submissions within three months of 2014 Plan	Global Expansion submitted 12 of 13 molecules within three months of plan, with Propofol included (it was ready, but held by GCO).

For each measure, the board established a threshold, target and maximum level of performance. Maximum levels and potential payouts were established to encourage above-goal performance and results that exceed expectations. Similarly, we believe that if we do not meet our target goals that are

established to generate shareholder return and long-term growth, management annual cash incentive payments should be reduced accordingly by plan design. Thus, the committee put in place a design change to remove the need to downward modify the bonus awards in the event that corporate performance goal actual performance exceeded adjusted net income. The following table lists the performance measures, weightings, and related threshold, target, and maximum goals for 2014, as well as actual results:

⁽¹⁾: For 2014, adjusted net income for Hospira was calculated from the net income recorded by Hospira in its financial statements (as calculated in accordance with generally accepted accounting principles) of $333.2 million, adjusted for the following items: $22.1 million for Device Strategy charges, facilities optimization charges of $16.8 million, $43.7 million for the amortization of certain intangible assets, $3.8 million for the impairment of certain assets, $38.3 million for certain quality and product related charges, $40.4 million for capacity expansion related charges, $1.8 million for other restructuring charges, $25.1 million for acquisition and integrated related charges, and gains of $82.2 million related to divestitures. The items are shown net of tax of $62.9 million for the year ended December 31, 2014, based on the statutory tax rates in the various tax jurisdictions in which the items occurred. The foregoing adjustments resulted in adjusted net income of $443.0 million, which is the same adjusted number that was communicated when our company publicly announced its annual results.

Performance Measure

Global Service Levels
achieve average global service levels of 100% of 2014 Plan (excluding competitors off market)	20	%	150	%
Vizag Manufacturing Readiness
GMP approval post submission and review of responses	10	%	0	%
Vizag Tech Transfer
place 100% of 2014 Plan (8 batches) number of molecules on stability by December 2014	10	%	200	%
Plum Remediation
100% of Plum A+ installed base in the U.S remediated by 12/31/2014	10	%	200	%
Plum 360 510(k) Submission
submit Plum 360 510(k) per 2014 Plan by 6/30/2014	10	%	200	%
EPO Submission
submission completed by 2014 Plan date of 12/18/2014	20	%	110	%
Global Expansion
ten regulatory submissions within 3 months of 2014 Plan	20	%	166	%

In 2014, the Hospira adjusted net income goal (weighted at 80%) was achieved at 176% (out of a potential maximum of 200%). The corporate performance goals (weighted at 20%) were achieved at 145% (also out of a potential maximum of 200%). Thus, based on achievement of the adjusted net income goal and corporate performance goals, the committee approved the 2014 annual cash incentive goals at 170% of target. The committee then applied the individual performance modifier for the named officers. The individual performance modifier is based on each named officer's individual contribution to the various goals and objectives approved by the committee for each officer, based on his ability to manage his functional area, as well as for such named officer's contribution to the overall operations of our company. The individual performance modifier can be determined anywhere in the range of zero to 150% for the named officers. The full board also approves Mr. Ball's payout. The following table reflects the resulting payouts for each named officer, which constitutes a substantial reduction from the Performance Incentive Plan's base award:

In July 2013, the board approved a milestone-based cash incentive award for Mr. Ball, payable under our Performance Incentive Plan. The award provided for a cash incentive payment if certain strategic and operational performance goals were met before December 31, 2014. The performance goals were established to reflect five key performance drivers for Hospira that are expected to drive current and future growth and profitability. The key performance drivers include achievement of specific metrics associated with each performance goal, as generally described below:

The board believed these performance goals were critical to driving the achievement of these key operational and strategic objectives in a timely manner, leading to long-term growth and shareholder value. The five performance goals were equally weighted, and achievement of each goal before December 31, 2014, entitled Mr. Ball to payment of $500,000 per performance goal achieved. In January 2015, the committee measured performance against the four goals not met during 2013, and determined that three goals were achieved in 2014, entitling Mr. Ball to receive $1,500,000, payable in March 2015.

Under our pay philosophy, the committee may award grants of time-vested restricted stock or restricted stock units, stock option awards, or performance-based awards to address retention or significant market compensation shortfalls. To enhance its ability to pay for performance and to motivate management to achieve long-term goals, the committee splits the long-term incentive award to executive officers into three equal components: performance share units, stock options, and time-vested restricted stock unit awards, each representing one-third of each executive's long-term incentive value.

These allocations are intended to incentivize the named officers while reinforcing the performance orientation of our pay program by delivering a significant portion of the award opportunity in the form of awards with pre-established performance conditions. In addition, we view stock options as an important tool in aligning the long-term interests of employees with shareholders, as recipients only benefit if the stock price appreciates over the long-term. And, with the addition of restricted stock units, we believe that there is a stronger balance of the performance orientation of our program with the importance of maintaining stability in our management team.

In determining the amount of long-term equity granted to each NEO in 2014, the committee reviewed analyses provided by Towers Watson. The committee considered competitive market long-term incentive award values, prior award levels, the importance of the named officers to the transformative agenda of our company, and the committee's intent to focus on variable compensation when making award determinations.

During 2014, the committee granted long-term incentive awards to the named officers, as follows:


Name	Date of Award	Performance Share Units ($ Value of Award)		Stock Options ($ Value of Award)		Time-Vested Restricted Stock Units ($ Value of Award)
Mr. Ball	February 26, 2014	$	2,000,026		$	2,000,003	$	1,999,983
Mr. Endicott	March 31, 2014⁽¹⁾	$	833,349		$	833,329	$	3,333,318
Dr. Ramachandra	February 26, 2014	$	666,657		$	666,664	$	966,685
Mr. Stober	February 26, 2014	$	500,020		$	499,995	$	500,017
Mr. Werner	February 26, 2014	$	599,992		$	599,996	$	600,020

Timing of Awards. For 2014, the grant date for the long-term incentive award was the day of the conclusion of the February board meeting. The timing of awards is not coordinated with the release of material non-public information. The timing of awards is included in a policy approved by the committee. For employees hired or promoted after the date of the annual grant, any awards made because of the hiring or promotion of such employee are awarded on the final New York Stock Exchange trading day of the quarter in which the hire or promotion occurs.

Performance Share Units. Performance share units are earned based on the achievement of total shareholder return over a three-year performance period relative to the performance of a pre-established peer group. The peer group consists of the companies included in the S&P 500 Health Care index, excluding those companies classified as Managed Care Companies, which the committee

believes represent a substantively different industry segment. For the 2014 grant, the peer group included the following companies:


Abbott Laboratories		Hospira, Inc.
AbbVie Inc.		Intuitive Surgical Inc.
Actavis plc		Johnson & Johnson
Agilent Technologies, Inc.		Laboratory Corp. of America Holding
Alexion Pharmaceuticals Inc.		Life Technologies Corp.
Allergan, Inc.		Lilly (Eli) & Co.
AmerisourceBergen Corp.		McKesson Corp.
Amgen		Medtronic Inc.
Baxter International Inc.		Merck & Co.
Becton Dickinson & Company		Mylan Inc.
Biogen IDEC Inc.		Patterson Cos. Inc.
Boston Scientific Corp.		PerkinElmer
Bristol-Myers Squibb		Perrigo Company
Cardinal Health Inc.		Pfizer Inc.
CareFusion Corp.		Quest Diagnostics
Celegene Corp.		Regeneron Pharmaceuticals
Cerner Corp.		St Jude Medical, Inc.
Covidien plc		Stryker Corp.
CR Bard Inc.		Tenet Healthcare Corp.
DaVita Healthcare Partners Inc.		Thermo Fisher Scientific
Dentsply International		Varian Medical Systems
Edwards Lifesciences Corp.		Vertex Pharmaceuticals
Express Scripts Inc.		Waters Corporation
Forest Laboratories, Inc.		Zimmer Holdings
Gilead Sciences, Inc.		Zoetis, Inc.

This peer group is broader than the peer group that the committee uses to benchmark pay because the committee believes a broader group provides a more robust assessment of overall industry market performance. The committee selected total shareholder return as the sole performance measure for performance share units because it believes total shareholder return is a transparent representation of our company's performance and value creation for the shareholders.

Under the performance share unit program, participants receive target awards based on the competitive market and the committee's assessment of the total compensation. The target award generally will be paid out if, at the end of the performance period, Hospira's total shareholder return for the three-year period is at the median of the peer group. Participants may receive up to two times the target award if Hospira's total shareholder return reaches or exceeds the 75^th percentile of the peer group. Correspondingly, if Hospira's total shareholder return is below median, participants may receive a lesser award. No award will be earned if Hospira's total shareholder return falls below the threshold established by the committee, which is the 25^th percentile.

The payment levels at various percentile rankings against the peer companies are shown in the following table:

For the 2012-2014 performance award cycle, participants may earn a portion of the performance share units at the end of each year (interim measurement periods) based on Hospira's total shareholder return for those years and Hospira's percentile ranking for these interim measurement periods. The maximum interim amount that may be earned for each of the two interim measurement periods is one-quarter of the performance share units originally granted. Any award earned for an interim period does not vest until the end of the full three year performance period. Given Hospira's relative total shareholder return, no interim awards for 2012 or 2013 were earned. However, for the three-year performance period ending in 2014, the named officers were awarded the following performance share units in February 2015:

In its continual focus on long-term growth with the ability to retain key employees, the committee re-evaluated the design of the performance share unit program for the 2013-2015 performance award period. Taking into account other changes made to our long-term incentive program such as the grant of time-vested restricted stock units, the committee removed the interim award feature for performance share unit awards granted in 2013, resulting in no payout in the short-run. Unlike grants made in 2012, performance share unit awards granted in 2013 will vest only, in whole or in part, at the end of the three-year performance cycle based on the three-year total shareholder return percentile ranking as measured against the peer group.

Consistent with the change made in 2013, for the 2014-2016 performance award cycle, performance share unit awards do not contain an interim award feature and will vest only, in whole or in part, at the end of the three-year performance cycle based on the three-year total shareholder return percentile ranking as measured against the peer group.

During 2014, the committee awarded performance share units to the named officers, as follows:

An officer whose employment is terminated before the performance share units vest will forfeit the unvested units, unless the termination is due to death, disability, or retirement (as defined in the 2004 Long-Term Stock Incentive Plan).Vested units, if any, will be forfeited if the officer voluntarily terminates or is terminated for cause.

Stock Options. We view stock options as an important tool in aligning the long-term interests of our shareholders and employees, as recipients only benefit if the stock price appreciates over the

long-term. Stock options are awarded annually to all management employees, including named officers. During 2014, the committee awarded stock options to the named officers, as follows:

The exercise price of stock options is the average of the high and low trading prices of Hospira common stock on the grant date of the award, which we believe is an appropriate measure of the market price of Hospira common stock. The method of setting the exercise price is determined through a policy approved by the committee. Prior to the 2011 grant, one-third of the stock options vested each year. The stock options granted in 2011 and after generally vest equally over a four-year period, and have a seven-year term. Subject to the terms of an applicable Change of Control agreement, as described later in this proxy statement, under "Potential Payments upon Change of Control," an officer whose employment is terminated before the stock options fully vest will forfeit the unvested options, unless where the termination is due to death, disability, or retirement (at age 55 with ten years of service), and options that are vested at the time of termination will be exercisable for only three months following the termination date.

Time-Vested Restricted Stock Units. In 2014, the committee continued to add time-vested restricted stock unit awards to the mix of long-term incentives. The committee took into account prevailing market practice and the need to motivate and retain our company's critical management team in order to drive shareholder value over the long term. We believe including time-vested restricted stock units strengthens our retention of key individuals, and better incentivizes them to achieve our strategic agenda. The restricted stock units vest over a three-year period from the date of grant in equal installments of one-third per year, based on continued employment. An officer whose employment is terminated before the restricted stock units vest will forfeit the unvested units, unless the termination is due to death, disability or retirement (at age 55 with ten years of service). Vested units, or their cash value, are subject to forfeiture for up to one year following vesting if the officer violates certain non-competition provisions of the award agreement.

During 2014, the committee awarded time-vested restricted stock units to the named officers, as follows:

Our executive compensation recovery policy allows for the recoupment of any bonus, equity-based award or other compensation given to a current or former officer, as defined in the policy, in the event of a restatement of our published financial results. Under the policy, if the board determines that any compensation was made to one of the covered officers based on later restated published financial statements, we may adjust such compensation, and may seek to recover the part of any compensation that was paid, based upon the financial performance in the published financial statements that were subsequently restated. This covers any three-year period preceding the date on which our company is required to prepare the restatement. The named officers are included within this policy. If the individual fails to repay any amount required under this policy, we may pursue appropriate legal remedies to recoup such amount. Our company may set off the amount owed against any amount or award that would otherwise be granted to the individual or reduce any future compensation or benefit to such individual.

We have in place individual change of control agreements with the named officers. These agreements are described later in this proxy statement under "Potential Payments upon Change of Control." The agreements are designed to retain the named officers and provide continuity of management if there is an actual or threatened change of control, and to ensure that their compensation and benefit expectations would be satisfied in that event.

In addition to the individual change of control agreements, our Hospira Executive Officer Severance Plan provides severance pay and benefits to our senior officers. The plan covers each of our named officers. The severance plan is described later in this proxy statement under "Potential Payments upon Involuntary Severance." Payouts under this plan are made to a participant whose employment with us terminates involuntarily, but will not be made if better benefits are available under an individual's change of control agreement. Upon evaluation with our independent consultant, the committee believes that overall, the agreements and plan are consistent with competitive market

practice in both form and value. We have no other severance agreements or plans for the named officers.

As of December 31, 2014, the change in control agreements did not contain any excise tax gross-up provisions. Solely in connection with the proposed merger with Pfizer Inc., which we announced publicly on February 5, 2015, in 2015, we amended our change in control agreements to provide for a tax gross-up for any excise tax incurred as a result of Sections 280G and 4999 of the Internal Revenue Code resulting from the Pfizer merger. The excise tax gross-up provision is described later in this proxy statement under "Potential Payments upon Change of Control—Change of Control."

The named officers and other highly compensated employees are eligible to participate in the Hospira Non-Qualified Savings and Investment Plan, a non-qualified deferred compensation plan that is not funded (the "NQ plan"). The NQ plan allows the participants to defer amounts in excess of the limits imposed on 401(k) plans by the Internal Revenue Code. Our contributions under this plan are identical to the contributions under our Hospira 401(k) Retirement Savings Plan (the "qualified 401(k) plan"). A participant who defers the following percentages receives the following employer contributions (both stated as a percentage of the employee's compensation):


Employee Contributions		Employer Matching Contributions
	2.0	%	5.0	%
	3.0	%	6.0	%
	4.0	%	6.5	%
	5.0	%	7.0	%

This NQ plan's definition of compensation is the same as our qualified 401(k) plan, which includes regular base pay, sales commissions, overtime, shift differentials and paid absences, but excludes discretionary bonuses. It also includes compensation deferred under this plan. Participants always are vested in the amounts they defer under the plan. Our contributions vest after three years of qualified plan service, the date the participant attains age 55, or upon termination of the plan following a change of control, whichever occurs first. Under these conditions, Mr. Ball, Mr. Stober, Dr. Ramachandra, and Mr. Werner are fully vested in our contributions under this plan.

The participant will receive payment of the participant's vested account balance on retirement (at age 55 with ten years of service), death or other termination of employment. Payments are made in a lump sum or, if chosen by the participant, in annual installments not to exceed ten years. The participant may choose an earlier distribution by specifying a specific date for benefit payments to begin. Within certain limits, the participant also may request an emergency payment in the case of an unforeseeable emergency such as a sudden and unexpected illness, accident, or loss of property that results in severe financial hardship. Amounts deferred under the NQ plan are credited with investment returns based on investment alternatives chosen by the participant, and the participant's account reflects the investment returns of the chosen investment alternatives. The alternatives are similar to those offered under our qualified 401(k) plan. However, the participants have no ownership interest in any of the investment alternatives.

We adopted this NQ plan to allow our executive officers and other highly compensated employees to save for retirement, which we believe is consistent with competitive market practice and due to the absence of a defined benefit plan.

Other than the NQ plan, we currently do not offer a deferred compensation plan, except the qualified Hospira 401(k) Retirement Savings Plan, which allows Hospira executives to participate up to

the annual IRS limits on the same terms as all other employees. We offer other benefit plans, such as health, life and disability insurance, to all our officers on the same basis as to all other employees.

In order to promote equity ownership and further align the interests of management with Hospira's shareholders, we have share retention and ownership guidelines for senior management. Under these guidelines, officers are encouraged to make a substantial investment in stock of our company. The requirements for our officers, based on the officer's position at Hospira are, as follows:

The determination of the aggregate value of Hospira common stock under these guidelines is based on a 200-day average price of Hospira common stock. These share ownership requirements are reviewed periodically. The officers are expected to meet their ownership requirement within five years of becoming a corporate officer. The target number of shares can be satisfied with stock held through the Hospira 401(k) Retirement Savings Plan, restricted stock, and earned or vested performance share units. If the guideline is not met within the required time frame, the officer will be required to hold all stock from stock option exercises and restricted share vestings (in both cases, less shares withheld to pay taxes, or the cost of exercise) until the guideline is met. Hospira's named officers have met their minimum ownership guidelines. Officers and directors are prohibited from engaging in any hedging transactions involving Hospira securities, holding Hospira securities in a margin account, or otherwise pledging Hospira securities as collateral for a loan.

Under Section 162(m) of the Internal Revenue Code, Hospira may not take a federal income tax deduction for compensation paid in excess of $1 million to its chief executive officer or any of its four other highest paid executive officers. This limitation does not apply, however, to "performance-based" compensation, as defined under the Federal tax laws, under a plan approved by shareholders. Stock options, performance share units, performance-based restricted stock units and our annual incentive awards generally qualify as "performance-based" compensation, as these awards are made under a plan approved by shareholders and are, therefore, fully deductible.

The committee considers the anticipated tax treatment to Hospira and its executive officers when reviewing executive compensation. The deductibility of some types of compensation payments can depend upon the timing of an executive's vesting or exercise of previously granted rights. Interpretations of, and changes in, applicable tax laws and regulations, as well as other factors beyond the committee's control, also can affect deductibility of compensation.

The committee will continue to assess alternatives for preserving the deductibility of compensation payments and benefits. However, the committee will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m), since the committee wishes to maintain the flexibility to structure compensation programs in ways that best promote the interests of Hospira and

its shareholders, having duly considered the input from our shareholder outreach call. These outreach calls included the chairman of the board and Hospira's Chief Human Resources Officer.

In 2014, revenue increased 14% and our stock price rose 48.4%, year over year. The committee believes it had in place the right executive compensation program and that the program aligned performance with business needs and served the best interests of our shareholders. Recognizing that the company is emerging from its turnaround, in 2015, the committee will return to a traditional, long-term equity incentive focused executive compensation program. Based largely on shareholder feedback resulting from our shareholder outreach program, the committee made the following changes to the company's executive compensation program for 2015:



		What we heard				How we responded


		Clearly state the company's philosophy for total direct compensation vis-á-vis the peer group and market data.				We adopted a revised compensation philosophy targeting executive total direct compensation at the 50^th percentile of the competitive market.

		Address a perceived imbalance in terms of a comparative peer group for executive compensation planning.				We will modify our peer group to more closely reflect the revenue and market cap metrics of the company. Hospira was at the 43^rd percentile of the peer group, which ranged in size from approximately $2.0 billion - $9.4 billion in revenues. This is reflective of the trailing twelve month revenue as of July 1, 2014.

		Address a concern over the removal of cash flow from the metrics built into our short-term annual incentive plan formula.				We will add an operating cash flow metric to the net income and remove the corporate performance goal metrics of our annual incentive plan.

		Address concern that we granted ad hoc one-time awards to some officers, and disfavor with the CEO milestone award.				We will use our traditional annual and long-term equity-based incentive programs as the primary means for motivating our named officers. We will avoid the use of discretionary or one-time awards, and when granted, will discuss the purpose for so doing.

The committee believes that the actions taken above address the concerns raised by our major shareholders. We will continue to engage our major shareholders to listen to feedback and suggestions and understand shareholder concerns, particularly in connection with potential changes to our compensation practices.

The compensation committee has reviewed and discussed the 2014 Compensation Discussion and Analysis included in this proxy statement with Hospira's management. Based on such review and discussions, the committee recommended to Hospira's board of directors that the 2014 Compensation Discussion and Analysis be included in this proxy statement.

The following table presents information on the compensation awarded to, earned by or paid to the named officers.

Name and Principal Position		Salary($)			Option Awards⁽¹⁾($)		Stock Awards⁽¹⁾($)		Non-Equity Incentive Plan Compensation($)				All Other Compensation⁽³⁾($)		Total($)

F. Michael Ball,	2014	$	1,065,206	—	$	2,000,003	$	4,000,009	$	4,759,500	⁽²⁾	—	$	73,259	$	11,897,977
Chief Executive Officer, and	2013		1,025,577			1,933,330		4,866,676		1,995,906				70,794		9,892,283
Director	2012		993,269	—		3,715,801		3,480,019		518,486		—		73,976		8,781,551
David J. Endicott⁽⁴⁾,	2014		512,500			833,329		4,166,667		1,045,500				373,532		6,931,528
President, Hospira Medical Devices
Sumant Ramachandra,	2014		550,454	—		666,664		1,633,342		935,771				39,075		3,825,306
Senior Vice President,	2013		511,788			950,000		950,000		178,102		—		35,700		2,625,590
Chief Scientific Officer	2012		489,500	—		550,000		550,000		39,160		—		34,264		1,662,924
Matthew R. Stober,	2014		464,736			499,995		1,000,037		948,062		—		32,532		2,945,362
Senior Vice President, Operations	2013		432,500			466,670		1,483,343		353,839				30,275	$	2,766,627
Thomas E. Werner,	2014		477,399			599,996		1,200,012		649,262		—		33,418		2,960,087
Senior Vice President, Finance and	2013		464,723	—		600,002		1,450,000		347,612		—		31,273	$	2,893,610
Chief Financial Officer	2012		454,500	—		700,000		700,000		158,166		—		30,582		2,043,248

⁽¹⁾: The value of Hospira performance share unit, stock option, and restricted stock awards is determined using the Monte Carlo simulation model, the Black-Scholes stock option valuation model, and the average of the high and low trading prices of Hospira common stock on the date of grant, respectively, consistent with the calculation of compensation expense in Hospira's consolidated statements of income (loss) and comprehensive income (loss) for the year ended December 31, 2014 included in its consolidated audited financial statements contained in Hospira's 2014 Annual Report to Shareholders. Please see Note 2 to our company's financial statements in its Annual Report on Form 10-K for the year ended 2014, for a description of the assumptions used in making these calculations.
⁽²⁾: This award includes the CEO milestone incentive award, as described in the section captioned "2014 Compensation Discussion and Analysis—Hospira Compensation Elements—Annual Cash Incentive Award—Chief Executive Officer Milestone Incentive Award." The award establishes five performance goals and provides that Mr. Ball will receive $500,000 upon the achievement of each goal that is achieved before December 31, 2014. Three goals were achieved during 2014, entitling Mr. Ball to receive $1,500,000, payable in March 2015.
⁽³⁾: These amounts represent Hospira's contributions to the named officers' accounts in the Hospira 401(k) Retirement Savings Plan and the Hospira Non-Qualified Savings and Investment Plan, respectively, as follows: M. Ball: $18,200/$55,059; D. Endicott: $10,325/$17,500; S. Ramachandra: $18,200/$19,876; M. Stober: $6,058/$26,474; and T. Werner: $17,610/$15,808. Mr. Endicott's amount also includes perquisites comprised of a relocation benefit of $343,335.29, and a tax gross up of $2,371.90 relating to taxable relocation costs. Dr. Ramachandra's annual amount also includes $999.02 for a non-qualified plan deferred compensation payout due to his termination in 2013.
⁽⁴⁾: These amounts include an award of 19,375 time-vested restricted stock units on March 31, 2014, which vest over a three-year period from the date of grant in equal installments of one-third per year, based on continued employment; and include a sign-on award of 58,126 restricted stock units on March 31, 2014, which vest over a four-year period from the date of grant in equal installments of one-quarter per year, based on continued employment.

The following table provides information regarding each plan-based award made to our named officers during 2014.

					Estimated Possible Payouts under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts under Equity Incentive Plan Awards⁽³⁾												Grant Date Fair Value of Stock and Option Awards⁽⁴⁾ ($)

																			Exercise Price of Option Awards ($/Sh.)		Closing Market Price on Grant Date
			Board/ Committee Approval Date
Name	Grant Date		Board/ Committee Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Mr. Ball		2/26/14		2/26/14		—		—		—		—		—		—	—	177,778	$	42.70	$	42.99	$	2,000,003
		2/26/14		2/26/14		—		—		—		—		—		—	46,838	—		—		—		1,999,983
		2/26/14		2/26/14		—		—		—		9,173		36,691		73,382	—	—		—		—		2,000,026
						0		1,278,247		3,834,741		—		—		—	—	—		—		—		—
						1,500,000		1,500,000		2,500,000
Mr. Endicott⁽⁵⁾		3/31/2014		3/31/2014		—		—		—		—		—		—	—	72,971		43.01		43.25	$	833,329
		3/31/2014		3/31/2014		—		—		—		—		—		—	19,375							833,319
		3/31/2014		3/31/2014		—		—		—		—		—		—	58,126	—		—		—		2,499,999
		3/31/2014		3/31/2014		—		—		—		3,799		15,196		30,392	—	—		—		—		833,349
Dr. Ramachandra						0		410,000		1,230,000		—		—		—	—	—		—		—		—
		2/26/14		2/26/14		—		—		—		—		—		—	—	59,259		42.70		42.99	$	666,664
		2/26/14		2/26/14		—		—		—		—		—		—	22,639	—		—		—		966,685
		2/26/14		2/26/14		—		—		—		3,058		12,230		24,460	—	—		—		—		666,657
Mr. Stober						0		440,363		1,321,089		—		—		—	—	—		—		—		—
		2/26/14		2/26/14		—		—		—		—		—		—	—	44,444		42.70		42.99	$	499,995
		2/26/14		2/26/14		—		—		—		—		—		—	11,710	—		—		—		500,017
		2/26/14		2/26/14		—		—		—		2,293		9,173		18,346	—	—		—		—		500,020
Mr. Werner						0		371,789		1,115,367		—		—		—	—	—		—		—		—
		2/26/14		2/26/14		—		—		—		—		—		—	—	53,333		42.70		42.99	$	599,996
		2/26/14		2/26/14		—		—		—		—		—		—	14,052	—		—		—		600,020
		2/26/14		2/26/14		—		—		—		2,752		11,007		22,014	—	—		—		—		599,992
						0		381,919		1,145,757		—		—		—	—	—		—		—		—

⁽¹⁾: This award described in the columns under "Estimated Possible Payouts under Non-Equity Incentive Plan Awards" will be paid in March 2015 and is presented in the "Non-Equity Incentive Plan Compensation" column in the preceding Summary Compensation Table. See the section captioned "2014 Compensation Discussion and Analysis—Hospira Compensation Elements—Annual Cash Incentive Award" for a description of our annual cash incentive program. The amounts presented under the threshold, target, and maximum columns represent the payout if performance goals were met at the threshold, target, or maximum level, respectively, established by the committee. If no goals were met at or above the threshold level, no payout would be made.
⁽²⁾: This award described in the columns under "Estimated Possible Payouts under Non-Equity Incentive Plan Awards" will be paid in March 2015, and is presented in the "Non-Equity Incentive Plan Compensation" column in the preceding Summary Compensation Table. This award represents the CEO milestone incentive award, as described in the section captioned "2014 Compensation Discussion and Analysis—Hospira Compensation Elements—Annual Cash Incentive Award—Chief Executive Officer Milestone Incentive Award." The award establishes five performance goals and provides that Mr. Ball will receive $500,000 upon the achievement of each goal that is achieved in 2014. Three goals were achieved during 2014, entitling Mr. Ball to receive $1,500,000, payable in March 2015.
⁽³⁾: The amounts described in the "Target" column reflect the number of performance share units awarded to the named officer in 2014. They represent the amount the individual will receive if the target performance goals are met. The amounts in the "Target" column represent the payout if total shareholder return reaches the 50^th percentile compared to a pre-established peer group. If the minimum performance goals are not met at the "Threshold" level (25^th percentile compared to a pre-established peer group), no payout will be made. The amounts in the "Maximum" column reflect the payout if total shareholder return reaches the 75^th percentile compared to a pre-established peer group. Any awards earned during the 2014-2016 performance award cycles will vest and will be paid in Hospira stock after the end of the performance cycle if the executive remains employed during the performance period, except for departures arising from death, retirement or a change of control of Hospira. See the section captioned "2014 Compensation Discussion and Analysis—Hospira Compensation Elements—Long-Term Equity Compensation" for a description of our performance share unit award program.
⁽⁴⁾: The value of Hospira performance share unit, stock option, and restricted stock awards is determined using the Monte Carlo simulation model, the Black-Scholes stock option valuation model, and the closing market price of Hospira common stock on the grant date, respectively, consistent with the calculation of compensation expense in Hospira's consolidated statements of income (loss) and comprehensive income (loss) for the year ended December 31, 2014 included in its consolidated audited financial statements contained in Hospira's 2014 Annual Report to Shareholders. Please see Note 24 to the financial statements and Note 1 to the preceding Summary Compensation Table for a description of the assumptions used in making these calculations.
⁽⁵⁾: Awarded in connection with Mr. Endicott's hire. The exercise price for these stock options is the average of the high and low trading prices of Hospira common stock on the New York Stock Exchange on the date of the award. These stock options vest equally in four annual installments and have a seven-year term.

The following table provides information regarding outstanding equity awards held by each named officer as of December 31, 2014, including the number of exercisable and unexercisable stock options held at that time. All awards described below are awarded under the Hospira 2004 Long-Term Stock Incentive Plan. The market value of the awards listed below is based on the closing market price for Hospira common stock on the New York Stock Exchange on December 31, 2014, which was $61.25.

			Option Awards⁽¹⁾										Stock Awards⁽²⁾

Name	Grant Dates		Number of securities underlying unexercised options— exercisable(#)			Number of securities underlying unexercised options— unexercisable(#)			Option exercise price ($/Sh.)		Option expiration date		Number of shares or units of stock that have not vested(#)			Market value of shares or units of stock that have not vested($)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($)
Mr. Ball		3/31/11		152,458					$	55.29		3/30/18		—			—		—		—
		3/1/12		115,768			115,769	⁽³⁾		35.36		2/28/19		—			—		—		—
		3/1/12		140,000	⁽⁴⁾		—			35.36		2/28/17		—			—		—		—
		2/27/13		58,943			176,829	⁽⁵⁾		28.95		2/26/20		—			—		—		—
		2/26/14		—			177,778	⁽⁶⁾		42.70		2/25/21
		2/27/13		—			—			—		—		44,522	⁽⁸⁾		2,726,973		—		—
		2/26/14		—			—			—		—		46,838	⁽⁹⁾		2,868,828
		2/27/13		—			—			—		—		48,263	⁽¹⁰⁾		2,956,109		—		—
		2/27/13		—			—			—		—		—			—		65,227		3,995,154
		2/26/14		—			—			—		—		—			—		36,691		2,247,324
Mr. Endicott		3/31/14					72,971	⁽⁶⁾		43.01		3/30/21		—			—		—		—
		3/31/14		—			—			—		—		19,375	⁽⁹⁾		1,186,719		—		—
		3/31/14		—			—			—		—		58,126	⁽¹²⁾		3,560,218		—		—
		3/31/14		—			—			—		—		—			—		15,196		930,755
Dr. Ramachandra		6/28/13		14,632			43,899	⁽⁵⁾		37.36		6/28/20		—			—		—		—
		2/26/14		—			59,259	⁽⁶⁾		42.70		2/25/21
		6/28/13		—			—			—		—		11,896	⁽⁸⁾		728,630		—		—
		2/26/14		—			—			—		—		22,639	⁽⁹⁾		1,386,639
		6/28/13		—			—			—		—		9,101	⁽¹⁰⁾		557,436		—		—
		6/28/13		—			—			—		—		—			—		17,142		1,049,948
		2/26/14		—			—			—		—		—			—		12,230		749,088
Mr. Stober		3/1/12		—			9,980	⁽³⁾		35.36		2/28/19		—			—		—		—
		2/27/13		—			42,684	⁽⁵⁾		28.95		2/26/20		—			—		—		—
		2/26/14					44,444	⁽⁶⁾		42.70		2/25/21
		6/29/12		—			—			—		—		11,003	⁽¹¹⁾		673,934		—		—
		2/27/13		—			—			—		—		17,656	⁽⁸⁾		1,081,430		—		—
		2/26/14		—			—			—		—		11,710	⁽⁹⁾		717,238
		2/27/13		—			—			—		—		12,066	⁽¹⁰⁾		739,043		—		—
		2/27/13		—			—			—		—		—			—		15,744		964,320
		2/26/14		—			—			—		—		—			—		9,173		561,846
Mr. Werner		9/29/06		20,000			—			38.13		9/28/16		—			—		—		—
		3/6/08		11,566			—			43.18		3/5/15		—			—		—		—
		2/11/10		40,541			—			49.64		2/10/17		—			—		—		—
		8/18/10		6,676			—			53.30		8/17/17		—			—		—		—
		2/24/11		24,398			8,133	⁽⁷⁾		52.61		2/23/18		—			—		—		—
		3/1/12		34,930			34,930	⁽³⁾		35.36		2/28/19		—			—		—		—
		2/27/13		18,292			54,879	⁽⁵⁾		28.95		2/26/20		—			—		—		—
		2/26/14					53,333	⁽⁶⁾		42.70		2/25/21
		2/27/13		—			—			—		—		13,817	⁽⁸⁾		846,291		—		—
		2/26/14		—			—			—		—		14,052	⁽⁹⁾		860,685
		2/27/13		—			—			—		—		12,066	⁽¹⁰⁾		739,043		—		—
		2/27/13		—			—			—		—		—			—		20,243		1,239,884
		2/26/14		—			—			—		—		—			—		11,007		674,179

⁽²⁾: See the section captioned "2014 Compensation Discussion and Analysis—Hospira Compensation Elements—Long-Term Equity Compensation" for a description of our performance share unit award program. Awards under the performance share unit award program will only vest at the end of the three-year performance cycle based on the three-year total shareholder return percentile ranking as measured against the peer group during the performance period.

The number of performance share units reported in the equity incentive plan award column assumes a threshold payout of 25% of the performance share units that were granted. In accordance with SEC regulations, a threshold payout is assumed because the performance goal as measured on December 31, 2014, would not have exceeded threshold. Final payouts under the performance share units will not be known until the respective performance period is completed. Therefore, upon vesting, fewer or more shares than reported above may be paid out under the performance share unit awards.

⁽³⁾: One-half of these options vest on March 1, 2015 and 2016.
⁽⁴⁾: The performance options have a five-year term, and will vest and become exercisable when the average stock price over a consecutive thirty-day period is at or above the vesting trigger price. For half of the options, the vesting trigger price is $42.26, which was based on the closing market price on March 1, 2012 plus 19%. For the remainder of the options, the vesting trigger price is $47.58, which was based on the closing stock price on March 1, 2012 plus 34%.
⁽⁶⁾: One fourth of these options vest on February 26, 2015 and the remaining options vest on February 27, 2016, 2017 and 2018. For Mr. Endicott, one fourth of his options vest on March 13, 2015 and the remaining options vest on March 31, 2016, 2017 and 2018.
⁽⁷⁾: The remainder of these options vests on February 24, 2015.
⁽⁸⁾: One-half of these restricted stock units vests on February 27, 2015 and 2016. For Dr. Ramachandra, one half of these restricted stock units vests on June 28, 2015 and the remaining vest on June 28, 2016.
⁽⁹⁾: One-third of these restricted stock units vests on February 26, 2015 and the remaining vest on February 26, 2016 and 2017. For Mr. Endicott, one third of these restricted stock units vests on March 31, 2015 and the remaining vest on March 31, 2016 and 2017.
⁽¹⁰⁾: Also consistent with our goal of aligning shareholder interests for long-term growth with the interests of key employees, the committee awarded the named officers a performance-based restricted stock unit award tied to the achievement of a specific stock price objective and continued service requirements. Dr. Ramachandra did not receive any awards at the February 2013 meeting because of his voluntary resignation of employment, as of March 8, 2013. However, on June 28, 2013, he received an award of performance-based restricted stock units, pursuant to his rehire on May 17, 2013. All awards have met the performance requirements. For the named officers, except Dr. Ramachandra, on June 13, 2013, our company achieved the 30 day average stock price trigger of $34.74, which represented 20% stock price appreciation from the stock price at grant, $28.95. And, for Dr. Ramachandra's award, on May 15, 2014, we achieved the 20% appreciation performance trigger on the grant price of $37.36. This occurred after the average closing price of Hospira stock over a period of 30 consecutive trading days reached $44.92, which exceeded the 20% trigger. Although the awards were earned once the stock trigger price was met, the three year vesting period from the date of grant must be reached before the named officers will receive the shares.
⁽¹¹⁾: Mr. Stober was granted a restricted stock award of 11,003 shares in June 2012 for his efforts supporting Hospira's transformative agenda.
⁽¹²⁾: One-fourth of these restricted stock units vest on March 31, 2015 and the remaining units vest on March 31, 2016, 2017 and 2018.

The following table shows the number of shares acquired on the vesting of Hospira restricted shares by the named officers and the value realized on vesting.

⁽¹⁾: The amount of options exercised in 2014.
⁽²⁾: The aggregate dollar amount realized upon the exercise of stock options in 2014.
⁽³⁾: The amount for Mr. Ball represents vesting of 36,436 shares of restricted stock on March 31, 2014, and vesting of 22,260 shares of restricted stock units vesting on February 27, 2014. The value realized upon vesting is based on the closing market price of Hospira common stock on the NYSE on the date of vesting, which was $43.25 for the March 31, 2014 vesting, and $43.09 for the February 27, 2014 vesting.
⁽⁴⁾: The amount for Dr. Ramachandra represents vesting of 5,948 shares of restricted stock unit on June 27, 2014. The value realized upon vesting is the closing market price of Hospira common stock on the NYSE on the date of vesting, which was $50.88.
⁽⁵⁾: The amount for Mr. Stober represents vesting of 11,133 shares of restricted stock on December 31, 2014, and vesting on February 27, 2014 of two separate sets of 3,454 and 5,373 shares, each, of restricted stock units . The value realized upon vesting is based on the closing market price of Hospira common stock on the NYSE on the date of vesting, which was $61.25 for the shares that vested on December 31, 2014, and $43.09 for the shares that vested on February 27, 2014.
⁽⁶⁾: The amount for Mr. Werner represents a restricted stock unit vesting of 6,908 shares on February 27, 2014. The value realized upon vesting is based on the closing market price of Hospira common stock on the NYSE on the date of vesting, which was $43.09.
⁽⁷⁾: The amount of vested PSUs earned and vested from the 2012-2014 performance cycle. Performance achievement was 127.2% of target.

Effective December 31, 2004, benefits under Hospira's qualified and non-qualified pension plans were frozen. Since all of our named executive officers joined Hospira after that date, none are entitled to any pension benefits.

The following table provides certain information regarding compensation paid by us and deferred by our named officers under the Hospira Non-Qualified Savings and Investment Plan, our non-qualified deferred compensation plan, which went into effect on January 1, 2008.

See the section "Other—Non-qualified Deferred Compensation Plan" for a description of our non-qualified deferred compensation plan.

Stock Option, Performance Share Unit, and Performance-based Restricted Stock Unit Provisions
Regarding Termination of Employment

Our stock options generally expire three months after an employee's termination of employment. However, the stock options will remain in force for their term if the holder dies during employment or retirement, retires, or becomes disabled during employment. During that period, the options continue to vest and may be exercised. For options granted before 2005, an individual is considered to have retired if his employment terminates at or after the time he reaches age 55 and has ten years of service or if he retires under a Hospira-sponsored defined benefit retirement plan (which generally requires that the participant be 50 years old with at least ten years of service). For options granted in and after 2005, an individual is considered to have retired if his employment terminates at or after he reaches age 55 and has ten years of service. No named officers currently are eligible for retirement under these conditions.

Under the performance share unit program, during the performance period, if a participant's employment with Hospira is involuntarily terminated with severance benefits, or if the participant dies or becomes disabled, the number of performance share units earned at the time will be paid within 90 days after the end of the performance period. If an employee retires at age 55 or later with at least ten years of service during such performance period, the performance share units will continue to vest and be paid within 90 days after the end of the performance period. For all employees except Mr. Ball, payments are not available if termination is due to performance, illegal activity, failure to abide by our code of conduct, or other good cause. For Mr. Ball, payments are not available if he resigns without good reason or if he is terminated due to his willful engagement in illegal conduct or gross misconduct that is demonstrably and materially injurious to Hospira. In the event of a change of control, the participant will be deemed to have earned the target award following a change of control. This program uses the same definition for change of control as described later in this proxy statement under "Potential Payments upon Change of Control—Change of Control." Payments are generally made

within 90 days following the performance period. Prior to 2013, participants could elect to defer payment for up to five years following the end of the performance period. Effective as of 2013, participants no longer may defer payment. None of our named officers have elected to defer payment of the performance share units.

Under the performance-based restricted stock unit program, during the performance period, if a participant's employment with Hospira is terminated without cause, or if the participant dies, becomes disabled, or retires at age 55 or later with at least ten years of service, the number of performance-based restricted stock units earned at the time will be paid within 30 days. If an employee dies, becomes disabled or retires during such performance period, any performance-based restricted stock units that are earned during the performance period will be paid within 30 days after the end of the performance period. For all employees except Mr. Ball, payments are not available if termination is due to performance, illegal activity, failure to abide by our code of conduct, or other good cause. For Mr. Ball, payments are not available if he resigns without good reason or if he is terminated due to his willful engagement in illegal conduct or gross misconduct that is demonstrably and materially injurious to Hospira. Our long-term incentive award agreements also contain provisions under which we may cancel all unexercised stock options and rescind any exercise or payment of stock options during a "recapture period" if:

The recapture period is the 12-month period before or following the date the participant's employment terminates.

If stock options are rescinded, the grantee is required to pay to Hospira the amount of any gain realized or payment received and forfeit to Hospira any shares received upon the exercise of such stock options during the recapture period. Performance share units also are subject to similar provisions that allow Hospira to terminate unearned awards and seek the return of any gains the participant makes after the awards are vested. Performance-based restricted stock units also are subject to similar provisions that allow Hospira to terminate unearned awards and seek the return of any gains the participant makes after the awards are vested.

We have individual change of control agreements with each of the named officers. The terms of those agreements are summarized below:

Term. The change of control agreements each have a three-year term, and do not contain automatic renewal provisions. If a change of control occurs during the three-year term, the agreements will extend for two years following the change of control.

Triggering Events. During the term of the agreement, each named officer is entitled to receive Benefits, as described below, if a change of control occurs and:

An officer also is entitled to Benefits if we terminate the officer's employment if a potential change of control is pending for any reason other than cause or permanent disability. Payments under

the agreements are delayed for six months after the officer becomes entitled to them, except for certain welfare benefits.

Benefits. In the circumstances described above under "Triggering Events," except as described below:

For Mr. Endicott, Mr. Stober and Dr. Ramachandra, the amount of benefits described above are determined by replacing "2.99" with "2.00," and "three years" with "two years" with respect to additional employee welfare benefits.

Change of Control. Under the agreements, a change of control occurs on any date on which:

If each named officer had his employment terminated on December 31, 2014 (the last business day of the year), under the circumstances described above under "Triggering Events," we estimate that the named officer would receive the benefits described below. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid, which would only be known at the time that they become eligible for payment and would only be payable if a change of control were to occur. The table reflects the amount that could be payable under the arrangements assuming that the change of control occurred at December 31, 2014.

Officer	2.99 Times Salary and Bonus Payment⁽¹⁾		2014 Incentive⁽²⁾		Value of Employee Benefits and Services		Accelerated Vesting of Supplemental Plan Benefits⁽³⁾		Accelerated Vesting of Stock Options⁽⁴⁾		Accelerated Vesting of Performance Shares or Restricted Shares⁽⁵⁾		Excise Taxes and Related Payments⁽⁶⁾		Amount Forfeited⁽⁷⁾			Total

Mr. Ball	$	7,040,395	$	1,278,247	$	77,525	$	0	$	12,006,618	$	14,794,386	$	0	$	0		$	35,197,171
Mr. Endicott		2,120,000		410,000		9,166		17,574		1,330,991		5,677,691		0		0			9,615,422
Dr. Ramachandra.		1,994,696		440,363		61,369		0		2,148,002		4,471,740		0		0			9,116,170
Mr. Stober		1,684,078		371,789		61,369		0		2,461,512		4,737,810		0		0			9,316,358
Mr. Werner		2,580,774		381,919		73,165		0		3,736,526		4,360,081		0		(1,497,945	)		9,634,520

⁽¹⁾: Mr. Endicott, Dr. Ramachandra, and Mr. Stober would receive two times salary and bonus, and not 2.99.
⁽²⁾: The 2014 incentive calculation assumes that, for purposes of the agreement, termination occurred immediately before the time of completion of the 2014 incentive period.
⁽³⁾: This amount represents the vesting of $17,574 of company contributions for Mr. Endicott under the Hospira Non-Qualified Savings and Investment Plan, and assumes termination of the plan as of December 30, 2014, following a change of control.
⁽⁴⁾: Represents the in-the-money value of all unvested stock options, which vest upon a change of control, held by such person on December 30, 2014, if the acquiring company does not assume the options or replace them with comparable awards. The amounts were calculated using the closing market price of Hospira common stock on December 31, 2014, $61.25, minus the per share exercise price.
⁽⁵⁾: Represents the value of all performance share units awarded to the officer, assuming a target payout for 2013 and 2014 awards. The column also includes the value of unvested time-based restricted stock units, unvested performance-based restricted stock units and, for Mr. Stober, $673,934 unvested time-based restricted stock awards, which may vest upon a change of control. This amount was calculated by multiplying the number of performance share units and unvested restricted units or shares, as described above, by the closing market price of Hospira common stock on December 31, 2014, or $61.25.
⁽⁶⁾: As of December 31, 2014, the change of control agreements did not contain any excise tax gross-up provision. Solely in connection with the entry into our merger agreement with Pfizer and Perkins Holding Company, a wholly-owned subsidiary of Pfizer, which we announced publicly on February 5, 2015, in 2015 we amended our change in control agreements to provide for a tax gross-up for any excise tax incurred as a result of Sections 280G and 4999 of the Internal Revenue Code resulting from the Pfizer merger. Should the merger with Pfizer not close, the change of control agreements have no operative gross-up provision.
⁽⁷⁾: This amount represents the minimum amount that would be forfeited in order to obtain the more favorable after-tax position under the agreements, which provide that the named officers will personally pay any excise tax, or receive a severance capped at the 280G safe harbor limit, whichever results in the most favorable after-tax position for them. The terms of the performance share unit awards provide for the vesting and payment of performance share units at the target level of performance following a change in control. This column does not include $187,255 and $64,291, which represent the minimum amounts that would be forfeited by Mr. Ball and Mr. Stober respectively in order to obtain a more favorable after-tax provision solely in connection such payment.

The Hospira Executive Officer Severance Plan provides severance pay and benefits to our officers who are elected by the board or designated by the compensation committee. The terms of this plan are summarized, below.

Triggering Events. An officer becomes eligible to receive severance pay if we terminate his or her employment for any of the following reasons:

Conditions. An officer receiving benefits under our long-term disability will not be entitled to severance pay. To receive benefits, the officer must meet these additional requirements:

Benefits. If the officer satisfies the conditions described above under "Triggering Events" and "Conditions," the officer is entitled to receive:

If each named officer had his employment terminated on December 31, 2014 (the last business day of the year), under the circumstances described above under "Triggering Events" and "Conditions," we estimate that the officer would receive the benefits described below. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid, which would only be known at the time that they become eligible for payment.

A named officer's service may terminate for reasons other than a change of control or the reasons described in Hospira's severance plan, such as death, disability, resignation or retirement. Upon one of those termination events, a named officer would not be entitled to any special benefits that are not generally available to all our employees. As is the case with any other employee in a similar circumstance, the named officer would be entitled to receive only the benefits earned at the time of termination, which could include the following:

As is the case for any retirement-eligible employee, the named officers who are retirement eligible also would get the full term of their options, during which unvested options would continue to vest. None of the named officers are retirement eligible.

The company no longer has a rights plan in place, as the board did not extend the prior rights agreement.

Our executive officers and directors and persons who own more than ten percent of our common stock ("Reporting Persons") must file reports with the SEC about their ownership of and transactions in our common stock and securities related to our common stock. Reporting Persons must furnish us with copies of these reports. Based on our review of those reports provided to us and inquiries we have made, we believe that during the year ended December 31, 2014, all Reporting Persons timely filed all required reports, except due to administrative error by the Company each of four reporting persons did not timely file one Form 4 to report (1) an equity reward received by Marc J. Yoskowitz in connection with his promotion, (2) two equity awards received by Sumant Ramachandra, (3) three equity awards received by Mary Gendron, and (4) one accrual of stock units for the account of Jacque J. Sokolov upon his deferral of compensation earned for serving as a non-employee director.

Under Section 14A of the Exchange Act, our company's shareholders are entitled to vote on the compensation of our company's named officers. We, therefore, are requesting shareholder approval of the compensation of our named officers as disclosed in this proxy statement in accordance with Item 402 of Regulation S-K (which disclosure includes the 2014 Compensation Discussion and Analysis, the executive compensation tables, and the accompanying narrative disclosure).

This proposal, which is commonly known as "say on pay," is an advisory vote. However, the compensation committee and board value the opinions expressed by shareholders on executive compensation matters, and will take the outcome of this vote into consideration when making future compensation decisions for its named officers.

We describe our executive compensation program in detail in the section captioned "2014 Compensation Discussion and Analysis." As highlighted in that section, the goal of our executive compensation program is to align the interests of our shareholders for long-term growth with our ability to attract, retain and motivate the best people from the industries where we compete for talent. For the reasons stated in the "2014 Compensation Discussion and Analysis," we believe that our compensation policies and procedures are successful in encouraging a culture of pay for performance and in aligning compensation with the long-term interests of shareholders.

Over the last several years, the compensation committee has adopted practices for our executive compensation program to align executive compensation with the long-term interests of shareholders. For a description of the compensation committee's actions, see the sections captioned "Committee Decisions in 2014" and "Compensation Best Practices" in the 2014 Compensation Discussion and Analysis—Executive Summary. Further, the compensation committee considered the results of the 2014 shareholder advisory vote on executive compensation, in which nearly 71% of the votes cast supported our company's executive compensation. These voting results communicated our shareholders' endorsement of the committee's decisions and policies, to date.

For the reasons described herein, the board of directors recommends that shareholders vote FOR the following resolution:

"RESOLVED, that the compensation paid to our company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the 2014 Compensation Discussion and Analysis, compensation tables and narrative disclosure is hereby APPROVED."

The audit committee of the board of directors is empowered to annually appoint a firm of independent registered public accountants to serve as our auditors. The audit committee appointed Deloitte & Touche LLP to serve as our auditors for 2015. Deloitte & Touche LLP has served as our auditors, since 2004.

Although the audit committee has sole authority to appoint auditors, it is seeking the opinion of the shareholders regarding its appointment of Deloitte & Touche LLP as auditors for 2015. For this reason, shareholders are being asked to ratify this appointment. If the shareholders do not ratify the appointment of Deloitte & Touche LLP as auditors for 2015, the audit committee will take that fact into consideration, but may, nevertheless, continue to retain Deloitte & Touche LLP.

Representatives of Deloitte & Touche LLP are expected to be present at the annual meeting and will be given the opportunity to make a statement if they desire to do so. They also will be available to respond to appropriate questions.

The board of directors recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for 2015.

We incurred the following fees for services performed by Deloitte & Touche LLP for 2013 and 2014.

Aggregate fees billed or expected to be billed by Deloitte & Touche LLP for professional services rendered for the integrated audit of our 2013 and 2014 consolidated annual financial statements and internal control over financial reporting, the review of the financial statements included in our Quarterly Reports on Form 10-Q, and Annual Reports on Form 10-K and statutory and regulatory filings, acquisition-related procedures, review of documents filed with the SEC and certain accounting consultations in connection with the audits were $4,071,686 for 2013 and $4,447,121 for 2014.

Aggregate fees billed or expected to be billed by Deloitte & Touche LLP for assurance and related services reasonably related to the performance of the audit or review of our financial statements, including due diligence services, accounting consultations and reviews, and other assurance services not included in the audit fees listed above under "Audit Fees" were $17,078 for 2013 and $178,347 for 2014.

The audit committee of the board of directors has determined that our auditor can provide certain tax services without impairing its independence. Aggregate fees billed or expected to be billed by Deloitte & Touche LLP for tax compliance, tax advice, and tax planning were $61,495 for 2013 and $88,178 for 2014.

The audit committee of the board of directors may approve permissible non-audit services classified as "all other services" that it believes are routine and recurring services, and would not impair the independence of the auditor. Deloitte & Touche LLP did not perform services that would be characterized as "all other services" for 2013 or 2014.

The audit committee pre-approves all audit and permissible non-audit services to be provided to us by our independent auditor prior to commencement of services. Prior to engagement of the independent registered public accounting firm for the next year's audit, management will submit to the audit committee for approval a schedule of all proposed services expected to be rendered during that year for each of four categories of services., The audit committee then pre-approves these services by category of service, prior to engagement. The fees are budgeted and the audit committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the audit committee requires specific pre-approval before engaging the independent registered public accounting firm. From time to time, the audit committee chair may be delegated authority to pre-approve such services and the pre-approval decisions will be presented to the full audit committee at its next scheduled meeting.

Management is responsible for Hospira's internal controls and the financial reporting process. The independent registered public accounting firm has the responsibility for performing an audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for expressing an opinion on those financial statements based on its audit as well as expressing an opinion on (1) management's assessment of the effectiveness of internal control over financial reporting and (2) the effectiveness of internal control over financial reporting. The audit committee reviews these processes on behalf of the board of directors. In this context, the committee has reviewed and discussed the audited financial statements contained in the 2014 Annual Report on Form 10-K with Hospira's management and Deloitte & Touche LLP.

The committee has discussed and reviewed with our company's independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by the Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board in PCAOB Release No. 2012-004 and approved by the SEC in Release No. 34-68453. The committee has discussed and reviewed the results of Deloitte & Touche LLP's examination of the financial statements with and without management present.

The committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the committee concerning independence, and has discussed with the independent auditor its independence. The committee also has considered whether the provision of the services described above under the captions "Audit Fees," "Audit-Related Fees," "Tax Fees" and "All Other Fees" is compatible with maintaining the independence of the independent auditors.

Management completed its documentation, testing and evaluation of the adequacy of Hospira's system of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations. The committee was apprised of the progress of the evaluation by both management and the independent registered accounting firm, and provided oversight and advice to management during this process. At the conclusion of this process, management reviewed with the committee its report on the effectiveness of Hospira's internal control over financial reporting. The committee also received the report from the independent registered accounting firm on management's assessment of Hospira's internal control over financial reporting.

Based on the reviews and discussions referred to above, the committee recommended to the board of directors that the audited financial statements be included in Hospira's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE
Irving W. Bailey, II, Chair
Barbara L. Bowles, CFA
William G. Dempsey
Mark F. Wheeler, M.D., M.P.H.

Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, has informed Hospira that he intends to present the following proposal at the meeting, and that he owns no fewer than 80 Hospira common shares.

Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle.

A shareholder right to act by written consent is one method to equalize our limited provisions for shareholders to call a special meeting. For instance it takes 25% of Hospira shareholders, with at least one-year of continuously stock ownership, to call a special meeting. Delaware law allows 10% of shareholders to call a special meeting without mandating a holding period.

The average holding period for stock is less than one-year according to "Stock Market Investors have Become Absurdly Impatient." Thus potentially 50% of Hospira shareholders could be disenfranchised from having any voice whatsoever in calling a special meeting according to our current rules.

Wet Seal (WTSLA) shareholders successfully used written consent to replace certain underperforming directors in 2012. This proposal topic also won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholders to act by written consent.

Our clearly improvable corporate governance performance (as reported in 2014) is an added incentive to vote for this proposal:

GMI Ratings, an independent investment research firm, rated our company F for executive pay—$9 million in 2013 Total Realized Pay for Michael Ball. Hospira paid long-term incentives to executives without requiring the company to perform above the median of its peer group. Our CEO's annual incentives did not rise or fall in line with annual financial performance. Unvested equity awards partially or fully accelerate upon CEO termination. Meanwhile shareholders had a potential stock dilution of 11%.

GMI said not one independent member of our board had general expertise in risk management, based on GMI's standards. Dennis Fenton on our audit committee was potentially overextended due to his responsibilities on the boards of 4 public companies.

Hospira agreed to pay $60 million to settle a class action lawsuit that accused our company of violating securities laws by providing misleading positive information (May 2014).

Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value.

BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL
ON RIGHT TO ACT BY WRITTEN CONSENT

This same proposal was submitted by the same proponent for consideration during each of the last two years' annual meetings. Last year, the proposal received less than 30% support from shareholders. Having rejected the proposal twice before, Hospira's shareholders should do so again.

The board of directors again considered this proposal and continues to conclude that it is not in the best interests of Hospira or its shareholders. Shareholder action by written consent would allow critical actions to be approved without the benefits of a meeting and without proper notice to all shareholders. It could deprive many shareholders of the right to deliberate on, or even be informed in advance about, important matters affecting Hospira. The board believes all shareholders should have the right to deliberate and vote on pending shareholder actions. The board is convinced that important matters requiring shareholder action should be considered at an annual or special meeting of shareholders so that each shareholder gets notice and an explanation of the matter, and the opportunity for discussion among Hospira shareholders. Taking action at an annual or special meeting helps ensure that significant corporate actions are well considered, prudent and in the best interests of shareholders. If shareholders want to take action without waiting for the next annual meeting, holders of 25% of Hospira's common stock may call a special meeting. Accordingly, the board believes that there is no need to adopt procedures for acting by written consent.

Moreover, if certain procedural safeguards were not included, different groups of shareholders could solicit consents at any time on a range of special or self-interested topics. If this proposal is adopted, a shareholder could solicit other shareholders to agree to a course of action (e.g., removal of directors) and if holders of a majority of outstanding shares agree, the action is deemed to be taken without the need for a special meeting of shareholders. The consents could conflict with each other, be duplicative or not be in the best interests of Hospira or its shareholders. In addition, action by written consent enables a third party offeror to put more pressure on the board than a call for a special meeting because obtaining the required majority consent can be accomplished more quickly, in as few as 20 - 30 days from notice to the company. Adding to the pressure is the fact that, while a special meeting takes place on a known date, the board cannot predict with confidence the date a majority of the shares may consent to an action. In the context of a hostile offer, this uncertainty can compromise the board's ability to consider and pursue other alternatives more favorable than the hostile offer. Permitting action by written consent increases the company's vulnerability to a hostile offer and can limit the board's practical ability to pursue alternatives to the detriment of shareholders. Thus, this potentially cumbersome, time-consuming, and chaotic process could hinder the ability of management and the board to ensure the orderly and efficient conduct of its affairs.

Additionally, shareholder action by written consent also gives activist investors, such as hedge funds with short investment horizons, an additional tool to exert pressure on boards. Activist investors that may hold a small percentage of company stock may seek to compel boards to take actions that may increase short term share price at the expense of long term value, thereby disrupting the company's long-term plans and resulting in significant payments to reimburse the activist investors for the costs of their campaigns.

Finally, this proposal also should be evaluated in the context of Hospira's overall corporate governance record, which demonstrates our responsiveness to shareholder interests and good governance practices. Hospira's actions over the last few years include:

The board believes that allowing written consent as proposed by the proponent would not be in the best interests of Hospira or its shareholders, and would not constitute a good governance practice. The shareholder proposal includes statements about compensation matters that the board believes are outdated and potentially misleading, and the board has not attempted in this response to refute those statements.

The company and members of its Board of Directors are named as defendants in two class action lawsuits filed in the Delaware Court of Chancery alleging breaches of fiduciary duty in connection with the Agreement and Plan of Merger by and among Hospira, Pfizer, Inc., and Perkins Holding Company. Pfizer and Perkins Holding Company also are named as defendants. The lawsuits, which seek to enjoin the proposed transaction, allege generally that the merger agreement resulted from an unfair process and fails to maximize value for Hospira stockholders. The first lawsuit was filed by Robert J. Casey II, on behalf of himself and all others similarly situated, on February 9, 2015; and, the second lawsuit was filed by Samuel Montini, individually on behalf of himself and all others similarly situated, on February 10, 2015. Since February 10, 2015, other lawsuits seeking similar relief on similar allegations have been filed.

The board of directors is not aware of any business or matter other than those indicated above that may properly be presented at the meeting. If, however, any other matter properly comes before the meeting, the proxy holders will, in their discretion, vote on the matter in accordance with their best judgment.

Our corporate governance guidelines require board review prior to entering into related person transactions. The board has adopted written policies and procedures with respect to its review of related person transactions. Those procedures are described below.

The board must approve any transaction over $120,000 in which our company is a participant and a related person has a direct or indirect material interest. Related persons include directors, executive officers, significant shareholders, their immediate family members and associated entities of these persons.

If, at any time, we or any of our executive officers or directors becomes aware of any relationship or potential relationship between an executive officer or director and an entity with which our company has engaged in a transaction, we notify the board and review the facts of that relationship and the transaction at the next meeting. We annually conduct a review with our executive officers and directors to determine if there are any such relationships, and our executive officers and directors are required to disclose any such relationships to us on an ongoing basis.

We monitor any known relationships with related persons for changes in facts and circumstances to determine if any such relationships should be re-submitted to the board. Any interested director, including a director whose immediate family member is involved in the transaction, may not participate in the review of any such transaction. The board may delegate the authority to approve related person transactions to any of its independent committees. Hospira did not have any related person transactions in 2014 requiring board approval under this policy.

Under the rules of the SEC, if a shareholder would like to submit a proposal for possible inclusion in the proxy materials for our 2016 annual meeting, the proposal must be received by our corporate secretary on or prior to November 21, 2015. The inclusion of any proposal in the proxy statement and form of proxy for such meeting will be subject to applicable SEC rules.

Our bylaws set forth certain procedures that shareholders must follow in order to nominate a person for election as a director at an annual meeting or to bring an item of business before an annual meeting. The bylaws require that notice of an intention to nominate a person for director or to bring an item of business before an annual meeting must be received in writing by our corporate secretary not less than 90 days and not more than 120 days prior to the anniversary date of the preceding annual meeting. Accordingly, a shareholder nomination or proposal intended to be considered at the 2016 annual meeting must be received by our corporate secretary no earlier than January 7, 2016 and no later than February 6, 2016. The notice must contain the information required by our bylaws, including information about the shareholder making the proposal or nomination, certain persons associated with such shareholder, and the nominee and/or the item of business.

We will provide a copy of our bylaws to any shareholder free of charge upon written request to our corporate secretary. All submissions to, or requests from, our corporate secretary must be in writing and should be addressed to:

Shareholders are urged, regardless of the number of shares owned, to vote their shares. Most of our shareholders may vote their shares by telephone or the Internet. Shareholders should follow the instructions provided in the Notice, or if you request printed copies of the materials by mail, complete and return the proxy card in the envelope provided to you. Shareholders who vote by telephone or the Internet do not need to return a proxy card.

C HOSPIRA, INC. 275 N. FIELD DRIVE LAKE FOREST, IL 60045 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 5, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 5, 2015. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M83062-P59869-Z64806 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY HOSPIRA, INC. Proposals — The Board of Directors recommends A that you vote FOR the following: 1. Election of ten Directors: Nominees: For Against Abstain 1a. Irving W. Bailey, II The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 1b. F. Michael Ball 2. Advisory resolution to approve executive compensation. 1c. Barbara L. Bowles 1d. William G. Dempsey 1e. Dennis M. Fenton 3. To ratify the appointment of Deloitte & Touche LLP as auditors for Hospira for 2015. The Board of Directors recommends you vote AGAINST the following proposal: 1f. Roger W. Hale 1g. Heino von Prondzynski 1h. Jacque J. Sokolov 1h. John C. Staley 1j. Mark F. Wheeler B Non-Voting Items 4. Shareholder Proposal - Written Consent. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For address changes and/or comments, please check this box and write them on the back where indicated. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

2015 Annual Meeting of Shareholders Wednesday, May 6, 2015, 9:00 a.m. Pacific Time The Ritz-Carlton San Francisco 600 Stockton at California Street San Francisco, CA Present this card or the notice regarding the Internet availability of proxy materials at the entrance to the meeting room and a government-issued picture identification is required. From San Francisco Airport (SFO) • Follow Highway 101 North to Interstate 80 East towards the Bay Bridge • Take the 4th Street Exit • Exit the ramp – go straight one block to 3rd Street • Turn left on 3rd Street • Cross Market Street – 3rd Street becomes Kearny Street • Follow Kearny four blocks to Pine Street • Turn Left on Pine Street and follow two blocks to Stockton Street • Turn right on Stockton Street and into The Ritz-Carlton, San Francisco front drive From the Oakland Airport (OAK) • Take Interstate 80 towards San Francisco • Cross the Bay Bridge – stay in the right lane • Take the Fremont Street Exit • Turn left onto Fremont Street • Cross Market Street – Fremont becomes Front Street • Follow Front Street one block to Pine Street • Turn Left on Pine Street and follow for six blocks to Stockton Street • Turn right on Stockton Street and into The Ritz-Carlton, San Francisco front drive From the Golden Gate Bridge/North • Take 101 South heading towards San Francisco • Cross the Golden Gate Bridge • Take the Lombard Street/Downtown exit • Follow Lombard Street to VanNess Avenue and turn right • Follow VanNess Avenue one mile to Bush Street and turn left • Follow Bush Street nine blocks to Stockton Street and turn left • Make a right into The Ritz-Carlton, San Francisco front drive Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. M83063-P59869-Z64806 Proxy — Hospira, Inc. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2015 AT 9:00 A.M., PACIFIC TIME The Ritz-Carlton San Francisco; 600 Stockton at California Street; San Francisco, CA The undersigned appoints F. Michael Ball and Royce Bedward and each of them, lawful attorneys and proxies of the undersigned, with full power of substitution to represent the undersigned at the Annual Meeting of Shareholders of Hospira, Inc., to be held on May 6, 2015, and at any adjournment thereof and to vote in accordance with the instructions on the reverse side, all shares of common stock of Hospira, Inc., which the undersigned is entitled to vote. If the undersigned is a participant in the Hospira 401(k) Retirement Savings Plan or the Hospira Puerto Rico Retirement Savings Plan, the undersigned also authorizes the trustee of the 401(k) plan, or the fiduciary of the Puerto Rico Plan, to vote any shares of Hospira, Inc. common stock credited to the undersigned's account under such plans at the 2015 Annual Meeting of Shareholders, in accordance with the instructions on the reverse side. INSTRUCTIONS: This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Items 1, 2, and 3, and AGAINST Item 4, and in accordance with the judgment of the proxy holders on any other matters that are properly brought before the meeting. IMPORTANT: PLEASE SIGN AND DATE THE BACK OF THE CARD AND RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE OR FOLLOW THE INSTRUCTIONS FOR TELEPHONE OR INTERNET VOTING. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) PLEASE VOTE YOUR PROXY CARD TODAY! (Items to be voted appear on reverse side.)


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

Named Executive Officers	2013 Base Salary			2014 Base Salary

Mr. Ball	$	1,035,000		$	1,076,400	4.0	%
Mr. Endicott⁽¹⁾		NA	⁽¹⁾		650,000	NA
Dr. Ramachandra		533,000			556,985	4.5	%
Mr. Stober		450,000			470,250	4.5	%
Mr. Werner		467,200			481,216	3.0	%

Performance Incentive Plan Measure	Threshold (50% Payout)		Target (100% Payout)			Maximum (200% Payout)		Actual/ Achievement relative to goals

Adjusted Net Income (80%)⁽¹⁾	$	336	$	361		$	469	$	443.0	176	%
Corporate Performance Goals (20%)⁽²⁾		Varies		100	%		Varies		Above Target	145	%
Aggregate										170	%

	Minimum Share Ownership Requirement the Lesser of:

Position	Number of Shares		Number of Shares with an Aggregate Value Equal to the Following Multiple of the Officer's Salary
Chief Executive Officer		125,000		5X
Senior Vice Presidents		25,000		3X
Corporate Vice Presidents		12,500		2X

Name	Executive Contributions in Last Fiscal Year⁽¹⁾		Registrant Contributions in Last Fiscal Year⁽²⁾		Aggregate Earnings in Last Fiscal Year⁽³⁾				Aggregate Balance at Last Fiscal Year End

Mr. Ball	$	39,328	$	55,059	$	19,208		—	$	412,614
Mr. Endicott		12,500		17,500		127		—		30,127
Dr. Ramachandra		14,198		19,877		(5,711	)	—		137,862
Mr. Stober		94,549		26,474		55,495		—		376,915
Mr. Werner		22,583		15,808		39,631		—		444,658


Sincerely,

John C. Staley		F. Michael Ball
Chair, Board of Directors		Chief Executive Officer
Hospira, Inc.
275 North Field Drive
Lake Forest, IL 60045
www.hospira.com

		Page

GENERAL INFORMATION			1
OWNERSHIP OF OUR STOCK			5
PROPOSAL 1—ELECTION OF DIRECTORS			8
THE BOARD OF DIRECTORS			9
Nominees for Election at the 2015 Annual Meeting			9
Continuing Directors			14
CORPORATE GOVERNANCE			15
Board Leadership Structure			15
Board's Role in Risk Oversight			15
Meetings			16
Independence			16
Committees of the Board of Directors			17
Audit Committee			18
Compensation Committee			18
Governance and Public Policy Committee			19
Quality Committee			20
Science and Technology Committee			21
Director Share Ownership Guidelines			22
Director (Tenure) Experience			22
Communicating with the Board of Directors			22
Corporate Governance Materials			22
Compensation Risk Assessment			23
DIRECTOR COMPENSATION			24
Cash Compensation			24
Stock Compensation			24
Deferral Program			25
2014 Director Compensation			25
2014 COMPENSATION DISCUSSION AND ANALYSIS			26
Executive Summary			26
Discussion of Compensation Program			33
Hospira Compensation Elements			36
Other			47
Adoption of Specific Decisions for 2015 Executive Compensation			50
COMPENSATION COMMITTEE REPORT			51
EXECUTIVE COMPENSATION			52
Summary Compensation Table			52
Grants of Plan-Based Awards During 2014			53
Outstanding Equity Awards at December 31, 2014			54
Options Exercised, and Stock Vested During 2014			56
2014 Pension Benefits			56
2014 Non-Qualified Deferred Compensation			57
Stock Option, Performance Share Unit, and Performance-based Restricted Stock Unit Provisions Regarding Termination of Employment			57
Potential Payments upon Change of Control			58
Potential Payments upon Involuntary Severance			61
Other Termination Events			62
Expiration of Shareholder Rights Plan			62
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			62
PROPOSAL 2—ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION			63

		Page

PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			63
Accounting Matters—Fees to Independent Registered Public Accountants			64
REPORT OF THE AUDIT COMMITTEE			65
PROPOSAL 4—SHAREHOLDER PROPOSAL ON RIGHT TO ACT BY WRITTEN CONSENT			66
Board of Directors' Statement in Opposition to the Shareholder Proposal on Right to Act by Written Consent			67
OTHER INFORMATION			68
OTHER BUSINESS			68
POLICY REGARDING APPROVAL OF RELATED PERSON TRANSACTIONS			68
OTHER SHAREHOLDER INFORMATION			69
Shareholder Proposals for the 2016 Annual Meeting			69
General			69

Name	2014 Annual Incentive Plan Target Award		2014 Annual Incentive Plan Actual Award

Mr. Ball	$	1,278,247	$	3,259,500	⁽¹⁾
Mr. Endicott		410,000		1,045,500
Dr. Ramachandra		440,363	$	935,771
Mr. Stober		371,789	$	948,062
Mr. Werner		381,919	$	649,262



		F. Michael Ball				• Vision—Establishes and articulates a clear vision for the company and creates energy and inspiration around the vision • Integrity—Establishes a culture in which uncompromising integrity is the norm and acts ethically and honestly in every aspect of behavior • Execution and results—Ensures consistent and timely progress toward strategic objectives • Shareholder value—Leads management team to develop, articulate and implement long and short-term strategy consistent with company's vision and shareholder expectations • Transformational leadership—Maintains operating effectiveness while simultaneously driving needed change • Building effective team—Continuously develops strong leadership that is productive and acts as a team • Board and external relations—Has a clear understanding of board's expectations and works closely with the board to achieve the company's vision and strategic plans

Name			Annual Incentive Plan Target ($)⁽¹⁾					Actual 2014 Annual Incentive Award ($)

Mr. Ball	120	%	$	1,278,247	2,173,020	150	%	$	3,259,500
Mr. Endicott	80	%		410,000	697,000	150	%	$	1,045,500
Dr. Ramachandra	80	%		440,363	748,617	125	%	$	935,771
Mr. Stober	80	%		371,789	632,041	150	%	$	948,062
Mr. Werner	80	%		381,919	649,262	100	%	$	649,262

Hospira Percentile Rank

75^th	200	%
70^th	180	%
65^th	160	%
60^th	140	%
55^th	120	%
50^th	100	%
45^th	85	%
40^th	70	%
35^th	55	%
30^th	40	%
25^th	25	%
<25^th	0	%

			Number of Shares Vested from 2012 - 2014 Performance Cycle (#)⁽¹⁾

Name	Date of Award		Target Award		Actual Vested
Mr. Ball		March 1, 2012		67,731		86,154
Mr. Endicott⁽²⁾		NA		NA		NA
Dr. Ramachandra⁽³⁾		NA		NA		NA
Mr. Stober		March 1, 2012		13,624		17,330
Mr. Werner		March 1, 2012		13,624		17,330


COMPENSATION COMMITTEE
Dennis M. Fenton, Ph.D., Chair
Barbara L. Bowles, CFA
Roger W. Hale
Jacque J. Sokolov, M.D.
Heino von Prondzynski

	Option Awards				Stock Awards					Performance Stock Awards⁽⁷⁾

Name	Number of Shares Acquired on Exercise⁽¹⁾ (#)		Value Realized on Exercise⁽²⁾ ($)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Mr. Ball		—		—		58,696	⁽³⁾	$	2,535,040		86,154	$	7,537,613
Mr. Endicott		—		—		—			—		—		—
Dr. Ramachandra		—		—		5,948	⁽⁴⁾		302,634		—		—
Mr. Stober		19,217	$	224,144		19,960	⁽⁵⁾		1,062,252		17,330		1,516,202
Mr. Werner		120,000		2,213,299		6,908	⁽⁶⁾		297,666		17,330		1,516,202

Officer	Two Years Base Salary		2014 Bonus Payment		Value of Outplacement Services		130% COBRA Coverage Payment		Total

Mr. Ball	$	2,152,800	$	1,278,247	$	30,000	$	48,879	$	3,510,926
Mr. Endicott		1,300,000		410,000		30,000		92,387		1,832,387
Dr. Ramachandra		1,113,970		440,363		30,000		92,387		1,676,720
Mr. Stober		940,500		371,789		30,000		92,387		1,434,676
Mr. Werner		962,432		381,919		30,000		92,387		1,466,738