10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

Commission file number 001-09913

CENTAUR GUERNSEY L.P. INC.

(Exact name of registrant as specified in its charter)

Guernsey	98-1022387
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
12930 West Interstate 10 San Antonio, Texas	78249
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (210) 524-9000

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

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

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

Large accelerated filer			Accelerated filer
Non-accelerated filer	X	(Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

    Yes   ____         No      X   

As of August 13, 2013, there were 341,410,891.610 Class A-1 and 755,785.200 Class A-2 partnership units outstanding, all of which were held by affiliates.   

TABLE OF CONTENTS

CENTAUR GUERNSEY L.P. INC.

			Page No.
PART I.	FINANCIAL INFORMATION		4
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Operations	5
		Condensed Consolidated Statements of Comprehensive Loss	6
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
	Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION		40
	Item 1.	Legal Proceedings	40
	Item 1A.	Risk Factors	40
	Item 6.	Exhibits	41
	SIGNATURES		42

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” The forward-looking statements are based on our current expectations and projections about future events. Discussions containing forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and elsewhere in this report. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “predicts,” “projects,” “potential,” “continue,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” or the negative of those terms and other variations of them or by comparable terminology.

These forward-looking statements are only predictions, not historical facts, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. The factors that could contribute to such differences include those discussed under the caption “Risk Factors.” You should consider each of the risk factors and uncertainties under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, among other things, in evaluating our prospects and future financial performance. The occurrence of the events described in the risk factors could harm our business, results of operations and financial condition. These forward-looking statements are made as of the date of this report. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention to update any forward-looking statements to reflect events or circumstances arising after the date of this report, whether as a result of new information, future events or otherwise.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

3M™ Tegaderm™ is a licensed trademark of 3M Company; GRAFTJACKET® is a licensed trademark of Wright Medical Technology Inc; Novadaq® and SPY® are licensed trademarks of Novadaq Technologies, Inc. Unless otherwise indicated, all other trademarks appearing in this report are proprietary to KCI Licensing, Inc. or LifeCell Corporation, their affiliates and/or licensors. The absence of a trademark or service mark or logo from this report does not constitute a waiver of trademark or other intellectual property rights of KCI Licensing, Inc. or LifeCell Corporation, their affiliates and/or licensors.

DEFINED TERMS

The following terms are used in this Quarterly Report on Form 10-Q unless otherwise noted or indicated by the context.

• the terms the “Company,” “we,” “our,” and “us” refer to Centaur Guernsey L.P. Inc. (“Centaur”) and its consolidated subsidiaries.

• the term “Merger” refers to the transaction completed on November 4, 2011, pursuant to which Kinetic Concepts, Inc. (“KCI”) was merged with Chiron Merger Sub, Inc., a subsidiary of Centaur.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)

	June 30, 2013			December 31, 2012
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	295,617		$	383,150
Accounts receivable, net	346,610			355,718
Inventories, net	150,896			139,850
Prepaid expenses and other	57,871			39,511
Total current assets	850,994			918,229
Net property, plant and equipment	326,219			388,482
Debt issuance costs, net	106,959			96,476
Deferred income taxes	19,647			20,003
Goodwill	3,479,775			3,479,775
Identifiable intangible assets, net	2,561,551			2,666,201
Other non-current assets	4,418			5,598
	$	7,349,563		$	7,574,764
Liabilities and Equity:
Current liabilities:
Accounts payable	$	43,891		$	40,970
Accrued expenses and other	290,356			284,163
Current installments of long-term debt	24,653			23,383
Deferred income taxes	33,162			57,528
Total current liabilities	392,062			406,044
Long-term debt, net of current installments and discount	4,507,075			4,554,112
Non-current tax liabilities	46,444			44,465
Deferred income taxes	1,023,208			1,069,480
Other non-current liabilities	33,626			43,267
Total liabilities	6,002,415			6,117,368
Equity:
General partner’s capital	—			—
Limited partners’ capital	1,350,084			1,457,913
Accumulated other comprehensive loss, net	(2,936		)	(517		)
Total equity	1,347,148			1,457,396
	$	7,349,563		$	7,574,764

See accompanying notes to condensed consolidated financial statements.

4

CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue:
Rental	$	190,245		$	207,502		$	378,408		$	415,194
Sales	242,434			230,613			470,155			455,454
Total revenue	432,679			438,115			848,563			870,648
Rental expenses	90,382			120,534			187,733			247,577
Cost of sales	59,325			65,717			115,556			131,841
Gross profit	282,972			251,864			545,274			491,230
Selling, general and administrative expenses	204,983			153,728			366,425			303,003
Research and development expenses	20,397			17,542			38,179			36,310
Acquired intangible asset amortization	46,461			53,797			94,007			122,527
Operating earnings	11,131			26,797			46,663			29,390
Interest income and other	904			26			1,062			456
Interest expense	(105,658		)	(117,297		)	(213,746		)	(235,187		)
Loss on extinguishment of debt	(2,164		)	—			(2,164		)	—
Foreign currency gain (loss)	(7,772		)	16,956			(3,197		)	5,686
Derivative instruments gain (loss)	10,556			(13,582		)	10,040			(19,894		)
Loss from continuing operations before income tax benefit	(93,003		)	(87,100		)	(161,342		)	(219,549		)
Income tax benefit	(31,056		)	(32,498		)	(56,024		)	(79,949		)
Loss from continuing operations	(61,947		)	(54,602		)	(105,318		)	(139,600		)
Loss from discontinued operations, net of tax	(628		)	(32		)	(2,044		)	(5,712		)
Net loss	$	(62,575	)	$	(54,634	)	$	(107,362	)	$	(145,312	)

See accompanying notes to condensed consolidated financial statements.

5

CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Net loss	$	(62,575	)	$	(54,634	)	$	(107,362	)	$	(145,312	)
Unrealized investment gain, net of tax expense of $385 and $1,075 in 2013	614			—			1,716			—
Foreign currency translation adjustment, net of tax benefit of $171 and $559 in 2013 and $266 and $274 in 2012	(2,359		)	(9,941		)	(4,135		)	(3,184		)
Total comprehensive loss	$	(64,320	)	$	(64,575	)	$	(109,781	)	$	(148,496	)

See accompanying notes to condensed consolidated financial statements.

6

CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)
	Six months ended June 30,
	2013			2012
Cash flows from operating activities:
Net loss	$	(107,362	)	$	(145,312	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt discount	7,006			7,163
Depreciation and other amortization	181,393			257,483
Loss on disposition of assets	3,315			—
Amortization of fair value step-up in inventory	—			22,038
Fixed asset impairment	30,259			12,443
Write-off of in-process research and development costs	13,400			—
Provision for bad debt	3,521			4,550
Loss on extinguishment of debt	2,164			—
Equity-based compensation expense	1,196			989
Deferred income tax benefit	(71,357		)	(100,715		)
Unrealized loss (gain) on derivative instruments	(11,697		)	19,011
Unrealized gain on revaluation of cross currency debt	(4,318		)	(9,202		)
Change in assets and liabilities:
Decrease in accounts receivable, net	5,912			18,120
Increase in inventories, net	(10,997		)	(29		)
Increase in prepaid expenses and other	(15,315		)	(417		)
Increase (decrease) in accounts payable	2,939			(6,981		)
Increase in accrued expenses and other	8,359			1,931
Increase in tax liabilities, net	1,975			860
Net cash provided by operating activities	40,393			81,932
Cash flows from investing activities:
Additions to property, plant and equipment	(39,981		)	(47,196		)
Increase in inventory to be converted into equipment for short-term rental	(8,523		)	(623		)
Dispositions of property, plant and equipment	432			1,284
Increase in identifiable intangible assets and other non-current assets	(2,558		)	(2,825		)
Net cash used by investing activities	(50,630		)	(49,360		)
Cash flows from financing activities:
Capital contributions from limited partners	—			239
Distribution to limited partners	(1,572		)	—
Repayments of long-term debt and capital lease obligations	(52,926		)	(11,658		)
Payment of debt issuance costs	(21,122		)	(111		)
Net cash used by financing activities	(75,620		)	(11,530		)
Effect of exchange rate changes on cash and cash equivalents	(1,676		)	(720		)
Net increase (decrease) in cash and cash equivalents	(87,533		)	20,322
Cash and cash equivalents, beginning of period	383,150			215,426
Cash and cash equivalents, end of period	$	295,617		$	235,748

See accompanying notes to condensed consolidated financial statements

7

Notes to Condensed Consolidated Financial Statements

NOTE 1.Summary of Significant Accounting Policies

(a)Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “the Codification”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, financial position and cash flows in conformity with GAAP. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our results for the interim periods presented. Certain prior period amounts have been reclassified to conform to the 2013 presentation.

On August 15, 2012, KCI announced that it had entered into an asset purchase agreement with Getinge for the sale of KCI's Therapeutic Support Systems ("TSS") business (the “Agreement”). The transaction closed on November 8, 2012. The final adjusted purchase price paid by Getinge to KCI was $241.5 million. Under the terms of the Agreement, Getinge offered employment to TSS employees and we agreed to provide transition services to Getinge after the close of the transaction. In accordance with the Codification, depreciation and amortization of the long-lived assets subject to the Agreement ceased as of August 15, 2012. Additionally, the results of the operations subject to the Agreement, excluding the allocation of general corporate overhead, are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

The Company has two reportable operating segments which correspond to our two global businesses: KCI and LifeCell Corporation ("LifeCell"). We have two primary geographic regions for which we provide supplemental information: the Americas, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised of Europe, the Middle East, Africa and the Asia Pacific region.

The condensed consolidated financial statements appearing in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(b)Derivative Financial Instruments and Fair Value Measurements

We use derivative financial instruments to manage the economic impact of fluctuations in interest rates. We do not use financial instruments for speculative or trading purposes. Periodically, we enter into interest rate protection agreements to modify the interest characteristics of our outstanding debt. Our interest rate derivatives have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period.

We also use derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on our intercompany balances and corresponding cash flows and to manage our transactional currency exposures when our foreign subsidiaries enter into transactions denominated in currencies other than their local currency. We enter into foreign currency exchange contracts to manage these economic risks. These contracts are not designated as hedges; as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. Although we use master netting agreements with our derivative counterparties, we do not offset derivative asset and liability positions in the condensed consolidated balance sheets.

All derivative instruments are recorded on the balance sheets at fair value. The fair values of our interest rate derivatives and foreign currency exchange contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly-quoted markets, which represent level 2 inputs as defined by the Codification.

8

(c)Concentration of Credit Risk

We have a concentration of credit risk with financial institutions related to our derivative instruments. As of June 30, 2013, Morgan Stanley, UBS and HSBC were the counterparties on our interest rate protection agreements consisting of interest rate swap and cap agreements in notional amounts totaling $1.033 billion each. We use master netting agreements with our derivative counterparties to reduce our risk and use multiple counterparties to reduce our concentration of credit risk.

We maintain cash and cash equivalents with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits bear minimal credit risk as they are maintained at financial institutions of reputable credit and generally may be redeemed upon demand.

(d)Recently Adopted Accounting Standards

In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." The objective of this guidance is to clarify offsetting disclosures that apply to accounting for derivatives and hedging, including bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements and securities lending transactions. This guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

In January 2013, the FASB issued ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The objective of this guidance is to improve reporting of reclassifications out of accumulated other comprehensive income. The guidance does not change current requirements for reporting net income or other comprehensive income in financial statements. The guidance requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income by component, and present either in the income statement or notes, significant amounts reclassified by the respective line items of net income. For public entities, this guidance is effective for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

(e)   Long-Lived Assets

During the second quarter of 2013, we recorded a $30.3 million fixed asset impairment charge.

(f)   Identifiable Intangible Assets

Identifiable intangible assets include developed technology, in process research and development, customer relationships, tradenames and patents. When it is determined that the carrying value of identifiable intangible assets may not be recoverable based upon the existence of one or more indicators of impairment, the measurement of any impairment is determined and the carrying value is reduced as appropriate. During the second quarter and first six months of 2013, write-offs of $4.0 million and $13.4 million, respectively, of in-process research and development costs were recorded due to the discontinuation of certain projects.

(g)   Other Significant Accounting Policies

For further information on our significant accounting policies, see Note 1 of the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

9

NOTE 2.    Sale of Therapeutic Support Systems Assets

On August 15, 2012, KCI announced that it had entered into an asset purchase agreement with Getinge for the sale of KCI's TSS business. The transaction closed on November 8, 2012. The final adjusted purchase price paid by Getinge to KCI was $241.5 million. Under the terms of the Agreement, Getinge offered employment to TSS employees and we agreed to provide transition services to Getinge after the close of the transaction. The historical results of operations of the disposal group, excluding the allocation of general corporate overhead, are reported as discontinued operations in the condensed consolidated statements of operations. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

The Company plans to use the net proceeds from the sale to reinvest in its core business and look for growth opportunities.  If the Company has not reinvested all of the net proceeds within one year, it must use the remaining amount to repay its long-term debt obligations.

The operating results of the TSS product portfolio included in discontinued operations are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue	$	—		$	56,944		$	—		$	115,434
Loss before income tax benefit	$	(1,020	)	$	(52	)	$	(3,323	)	$	(9,288	)
Income tax benefit	$	(392	)	$	(20	)	$	(1,279	)	$	(3,576	)
Loss from discontinued operations, net of tax	$	(628	)	$	(32	)	$	(2,044	)	$	(5,712	)

NOTE 3.Supplemental Balance Sheet Data

(a)Accounts Receivable, net

Accounts receivable consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Gross trade accounts receivable:
Billed trade accounts receivable	$	362,572		$	370,708
Unbilled receivables	44,138			45,466
Less:  Allowance for revenue adjustments	(68,539		)	(71,770		)
Gross trade accounts receivable	338,171			344,404
Less:  Allowance for bad debt	(4,735		)	(4,768		)
Net trade accounts receivable	333,436			339,636
Other receivables	13,174			16,082
	$	346,610		$	355,718

10

(b)   Inventories, net

Inventories consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Finished goods and tissue available for distribution	$	104,677		$	96,573
Goods and tissue in-process	11,868			12,421
Raw materials, supplies, parts and unprocessed tissue	58,984			45,993
	175,529			154,987
Less: Amounts expected to be converted into equipment for short-term rental	(13,760		)	(5,237		)
Reserve for excess and obsolete inventory	(10,873		)	(9,900		)
	$	150,896		$	139,850

NOTE 4.     Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Senior Dollar Term D-1 Credit Facility (1) – due 2018	$	1,605,632		$	1,613,700
Senior Euro Term D-1 Credit Facility (1) – due 2018	320,264			327,022
Senior Term D-2 Credit Facility (1) – due 2016	320,141			321,750
10.5% Second Lien Senior Secured Notes due 2018	1,750,000			1,750,000
12.5% Senior Unsecured Notes due 2019	612,000			650,000
3.25% Convertible Senior Notes due 2015	701			701
IBM Financing	2,465			—
Notional amount of debt	4,611,203			4,663,173
Senior Dollar Term D-1 Credit Facility Discount, net of accretion	(33,681		)	(33,840		)
Senior Euro Term D-1 Credit Facility Discount, net of accretion	(11,296		)	(13,353		)
Senior Term D-2 Credit Facility Discount, net of accretion	(5,230		)	(7,064		)
Second Lien Senior Secured Notes Discount, net of accretion	(26,073		)	(27,827		)
Senior Unsecured Notes Discount, net of accretion	(3,195		)	(3,594		)
Net discount on debt	(79,475		)	(85,678		)
Total debt, net of discount	4,531,728			4,577,495
Less:  Current installments	(24,653		)	(23,383		)
	$	4,507,075		$	4,554,112

_____________________________

(1) On June 14, 2013, we entered into Amendment No. 2 to our senior secured credit facility. As a result of the amendment we created new classes of Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, having the same rights and obligations as the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans as set forth in the Credit Agreement and Loan Documents, except as revised by the amendment.

11

Senior Secured Credit Facility

Our senior secured credit facility (the “Senior Secured Credit Facility”) includes a $200 million revolving credit facility (the “Revolving Credit Facility”). Amounts available under the Revolving Credit Facility are available for borrowing and reborrowing until maturity. At June 30, 2013 and December 31, 2012, no revolving credit loans were outstanding and we had outstanding letters of credit issued by banks which are party to the Senior Secured Credit Facility of $11.8 million and $11.5 million, respectively. In addition, we had $4.6 million and $4.6 million of letters of credit issued by a bank not party to the Senior Secured Credit Facility as of June 30, 2013 and December 31, 2012, respectively. The capacity of the Revolving Credit Facility is reduced for the $11.8 million and $11.5 million of letters of credit issued by banks which are party to the Senior Secured Credit Facility as of June 30, 2013 and December 31, 2012, respectively. The resulting availability under the Revolving Credit Facility was $188.2 million and $188.5 million at June 30, 2013 and December 31, 2012, respectively. Commitment fees accrue at a rate of 0.375% on the amounts available under the Revolving Credit Facility.

On June 14, 2013, we entered into Amendment No. 2 to our Senior Secured Credit Facility ("Amendment No. 2"). As a result of the amendment we created new classes of Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, having the same rights and obligations as the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans as set forth in the Credit Agreement and Loan Documents, except as revised by the amendment. In connection with the amendment, Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans were refinanced with Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, respectively.

Interest. Amounts outstanding under the Dollar Term D-1 Loans, the Term D-2 Loans and the Revolving Credit Facility (other than swing-line loans and unreimbursed drawings on letters of credit) bear interest, at our option, at a rate equal to either the base rate or the eurocurrency rate, in each case plus an applicable margin. Amounts outstanding under the Euro Term D-1 Loans bear interest at the eurocurrency rate, and swing-line loans and unreimbursed drawings on letters of credit bear interest at the base rate. As a result of Amendment No. 2, the new applicable margins are (i) for eurocurrency rate loans that are Dollar Term D-1 Loans, 3.50%, (ii) for base rate loans that are Dollar Term D-1 Loans, 2.50%, (iii) for eurocurrency rate loans that are Euro Term D-1 Loans, 3.75%, (iv) for base rate loans that are Euro Term D-1 Loans, 2.75%, (v) for eurocurrency rate loans that are Term D-2 Loans, 3.00%, and (vi) for base rate loans that are Term D-2 Loans, 2.00%. The Term D loans will have a eurocurrency rate floor of 1.00% and a base rate floor of 2.00%.

10.5% Second Lien Senior Secured Notes and 12.5% Senior Unsecured Notes

As required upon the closing of our 10.5% Second Lien Senior Secured Notes due 2018 (“10.5% Second Lien Notes”) and the 12.5% Senior Unsecured Notes due 2019 (“12.5% Unsecured Notes”), we have entered into registration rights agreements with respect to these notes. Pursuant to the terms of the registration rights agreements, we filed a registration statement (the “Registration Statement”) with respect to a registered exchange offer to exchange such notes for new notes with terms substantially identical in all material respects with the notes (except for the provisions relating to the transfer restrictions and payment of additional interest). On February 13, 2013, our Registration Statement was declared effective by the Securities and Exchange Commission (“SEC”), and our exchange offer was completed on March 15, 2013.

Because our Registration Statement was not declared effective by the SEC under the Securities Act and the exchange offer was not consummated within 365 days following the issuance of the notes (“Exchange Date”), and because we did not file a shelf registration statement covering resales of the notes within 30 days after the Exchange Date (each a “Notes Registration Default”), additional interest accrued on the aggregate principal amount of the notes from and including the date on which any such Notes Registration Default occurred to but excluding the date on which the Notes Registration Defaults were cured through the completion of the exchange offer. Under the terms of the registration rights agreements entered into with respect to these notes, additional interest was accrued at a rate of 0.25% and 0.50% from November 4, 2012 to February 4, 2013 and February 5, 2013 to March 15, 2013, respectively.

During the six months ended June 30, 2013, we repurchased $38.0 million in principal of our 12.5% Unsecured Notes.

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IBM Financing

In March 2013, KCI and LifeCell each entered into separate unsecured credit facilities (the “KCI IBM Facility” and the “LifeCell IBM Facility”, respectively, and collectively the “IBM Facilities”) with IBM Credit LLC (“IBM Credit”) for the purpose of financing the purchase of information technology services and related hardware and software by KCI USA, Inc. and LifeCell, respectively, from International Business Machines Corporation (“IBM”). The KCI IBM Facility and the LifeCell IBM Facility provide for borrowings in the maximum aggregate amount of $3.5 million and $3.7 million, respectively. Any advances thereunder would be made solely in the discretion of IBM Credit, and must be made, if at all, on or before October 31, 2013. Any advances under the IBM Facilities would be paid by IBM Credit directly to IBM as payment for the purchases from IBM. At June 30, 2013, $2.5 million was outstanding under the IBM Facilities, and the resulting aggregate availability under the IBM Facilities was $4.7 million at June 30, 2013.

Interest. Amounts outstanding under the IBM Facilities bear interest at a rate equal to the one-month LIBOR rate plus a margin of 5.87% per annum. Interest on borrowings is payable monthly in arrears. Interest on all past due amounts accrues at 1.5% per month.

Maturity. Each individual advance made under the IBM Facilities amortizes in 24 equal monthly installments, with all remaining outstanding amounts becoming due on the final maturity date of October 31, 2015, or the earlier termination of the respective IBM Facility. We may terminate each of the IBM Facilities upon 90 days written notice to IBM Credit.

Voluntary Prepayments. We may prepay, in full or in part, borrowings under the IBM Facilities without premium or penalty. No amounts prepaid or repaid under the IBM Facilities may be reborrowed.

Representations. The IBM Facilities contain representations generally customary for similar facilities and transactions.

Covenants. The IBM Facilities contain covenants customary for similar facilities and transactions, including covenants to cause (under the KCI IBM Facility) KCI USA, Inc. to remain a wholly-owned subsidiary of KCI, and (under the LifeCell IBM Facility) to cause LifeCell and KCI USA, Inc. to remain wholly-owned subsidiaries of Centaur.

Events of Default. The IBM Facilities contain events of default generally customary for similar facilities and transactions.

Covenants

As of June 30, 2013, we were in compliance with all covenants under our Senior Secured Credit Facility, 10.5% Second Lien Notes, 12.5% Unsecured Notes, 3.25% Convertible Senior Notes due 2015 (“the Convertible Notes”) and each of the IBM Facilities.

For further information on our long-term debt, see Note 6 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

NOTE 5.     Derivative Financial Instruments and Fair Value Measurements

We are exposed to credit loss in the event of nonperformance by counterparties to the extent of the fair values of the outstanding interest rate swap agreements, interest rate cap agreements and foreign currency exchange contracts, but we do not anticipate nonperformance by any of the counterparties. All derivative instruments are recorded on the balance sheets at fair value. We do not use financial instruments for speculative or trading purposes.

Interest Rate Protection

At June 30, 2013 and December 31, 2012, we had three interest rate swap agreements to convert a portion of our outstanding variable rate debt to a fixed rate basis. These agreements become effective in December 2013, have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. The interest rate swap agreements have quarterly interest payments, receive rates based on the higher of three-month USD LIBOR or 1.25% and pay rates based on fixed rates, due on the last day of March, June, September and December. Once effective, the aggregate notional amount decreases quarterly by amounts ranging from $1.7 million to $56.4 million until maturity.

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The following table summarizes our interest rate swap agreements (dollars in thousands):

Effective Dates	Original Notional Amount	Fixed Interest Rate
12/31/13-12/31/16	$512,633	2.256%
12/31/13-12/31/16	$512,633	2.249%
12/31/13-12/31/16	$512,633	2.250%

As of June 30, 2013 and December 31, 2012, we had interest rate cap agreements with initial notional amounts of $1.6 billion at a cost of $2.2 million that effectively limited the interest rate to 2% on a portion of the borrowings under our Senior Secured Credit Facility. The aggregate notional amount will decrease quarterly by $5.4 million until maturity at December 31, 2013.

Foreign Currency Exchange Rate Mitigation

At June 30, 2013 and December 31, 2012, we had foreign currency exchange contracts to sell or purchase $64.0 million and $59.1 million, respectively, of various currencies.

Fair Value Measurements

The Codification definesfair value as the exit price that would be received to sell an asset or paid to transfer a liability. The Fair Value Measurements and Disclosure topic of the Codification establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term obligations, excluding our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt, including the 10.5% Second Lien Secured Notes, the 12.5% Unsecured Notes and the Convertible Notes approximates fair value. The fair value of our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt was $2.2 billion and $2.5 billion, respectively, at June 30, 2013. The fair value of our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt was $2.3 billion and $2.4 billion, respectively, at December 31, 2012. The fair value of our long-term debt was estimated based upon open-market trades at or near year end.

All of our derivatives, as of the reporting date, use inputs considered as Level 2. The interest rate swap agreements and interest rate cap agreements are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing interest rates and related forward interest rate curves. The foreign currency exchange contracts are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing foreign currency exchange rates and related foreign currency exchange rate curves.

The following table sets forth the location and aggregate fair value amounts of all derivative instruments with credit-related contingent features (in thousands):

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
		June 30, 2013		December 31, 2012			June 30, 2013		December 31, 2012
Derivatives not designated as hedging instruments
Interest rate swap agreements	Prepaid expenses and other	$	—	$	—	Accrued expenses and other	$	276	$	—
Interest rate swap agreements	Other non-current assets	—		—		Other non-current liabilities	25,340		34,868
Interest rate cap agreements	Prepaid expenses and other	3		9		Accrued expenses and other	—		—
Foreign currency exchange contracts	Prepaid expenses and other	1,087		520		Accrued expenses and other	1,097		2,980
Total derivatives		$	1,090	$	529		$	26,713	$	37,848

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The following table summarizes the amount of gain (loss) on derivatives not designated as hedging instruments (dollars in thousands):

	Three months ended June 30,					Six months ended June 30,
	2013		2012			2013			2012
Interest rate swap agreements	$	9,953	$	(16,715	)	$	9,252		$	(18,297	)
Interest rate cap agreements	1		(332		)	(5		)	(1,445		)
Foreign currency exchange contracts	602		3,465			793			(152		)
	$	10,556	$	(13,582	)	$	10,040		$	(19,894	)

Certain of our derivative instruments contain provisions that require compliance with the restrictive covenants of our Senior Secured Credit Facility. For further information regarding the restrictive covenants of credit facilities, see Note 6 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

If we default under our credit facilities, the lenders could require immediate repayment of the entire principal. If those lenders require immediate repayment, we may not be able to repay them which could result in the foreclosure of substantially all of our assets. In these circumstances, the counterparties to the derivative instruments could request immediate payment or full collateralization on derivative instruments in net liability positions. Certain of our derivative counterparties are also parties to our Senior Secured Credit Facility.

No collateral has been posted by us in the normal course of business. If the credit-related contingent features underlying these agreements were triggered on June 30, 2013, we could be required to settle or post the full amount as collateral to the respective agreement counterparties.

We did not have any measurements of financial assets or financial liabilities at fair value on a nonrecurring basis at June 30, 2013 or December 31, 2012.

NOTE 6. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (in thousands):

	Accumulated Foreign Currency Translation Adjustment			Investment Gain		Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2012	$	(517	)	$	—	$	(517	)
Investment gain, net of tax expense of $1,075	—			1,716		1,716
Foreign currency translation adjustment, net of tax benefit of $559	(4,135		)	—		(4,135		)
Balances at June 30, 2013	$	(4,652	)	$	1,716	$	(2,936	)

During the six months ended June 30, 2013, there were no reclassification adjustments out of accumulated other comprehensive loss to net loss.

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NOTE 7.Commitments and Contingencies

LEGAL PROCEEDINGS

Intellectual Property Litigation

As the owner and exclusive licensee of patents, from time to time, we are a party to proceedings challenging these patents, including challenges in U.S. federal courts, foreign courts, foreign patent offices and the U.S. Patent and Trademark Office. Additionally, from time to time, we are a party to litigation we initiate against others we contend infringe these patents, which often results in counterclaims regarding the validity of such patents. At other times, we are party to litigation initiated by others who contend we infringe their patents. It is not possible to reliably predict the outcome of the proceedings described below. However, if we are unable to effectively enforce our intellectual property rights, third parties may become more aggressive in the marketing of competitive products around the world.

Smith & Nephew Litigation

In 1993, KCI exclusively licensed several patent applications from Wake Forest University relating to negative pressure wound therapy (“NPWT”) that ultimately issued in several countries. In the following years, KCI developed and began marketing V.A.C.^® Therapy, the first commercially available NPWT system. In 2003, BlueSky Medical launched the first competitive NPWT system. Unlike KCI, BlueSky commercialized a gauze-based system that utilized pumps manufactured by Medela AG (“Medela”). Shortly thereafter, KCI and Wake Forest sued BlueSky and Medela for infringement of the patents KCI licensed from Wake Forest. Following a jury trial in the Federal District Court for the Western District of Texas (“Western District”) in 2006, a judgment was entered holding that BlueSky's gauze-based NPWT system did not infringe these patents. That judgment was appealed to the United States Court of Appeals for the Federal Circuit (“Federal Circuit”), which affirmed the judgment of the trial court. In April 2007, Smith & Nephew PLLC acquired BlueSky and began commercializing NPWT products. Shortly thereafter, in May 2007, KCI and Wake Forest filed a patent infringement lawsuit against Smith & Nephew asserting patent infringement. In January 2009, Smith & Nephew launched a foam-based NPWT system at which point KCI and Wake Forest amended their claims against Smith & Nephew to assert additional patent claims. This case was tried by a jury in February 2010. Following the trial, the jury found that the patent claims asserted were not invalid and also found that Smith & Nephew was infringing the asserted patent claims. However, in October 2010, the Western District granted a motion for judgment as a matter of law filed by Smith & Nephew and entered an order invalidating the Wake Forest patent claims asserted in the case. This decision followed the revocations of the UK and German equivalents of the Wake Forest patents and was later followed by the revocation of the Australian equivalent. The litigation resulting in these revocations is detailed below. Wake Forest appealed this decision to the Federal Circuit.

On August 13, 2012, the Court of Appeals for the Federal Circuit reversed the judgment of the District Court in the Smith & Nephew litigation, and remanded the case for resolution of several outstanding motions. The Court of Appeals ruled that the trial court was bound by the jury's advisory verdict on the legal question of obviousness because there was sufficient evidence to support the factual questions that were posed to them. It did not construe any prior art or rule that the patent claims are valid as a matter of law; rather, it held that Smith & Nephew failed to carry its burden of persuasion. Smith & Nephew subsequently filed a motion for rehearing en banc at the Federal Circuit Court of Appeals, arguing that the trial court cannot be bound by the advisory verdict of the jury on obviousness, because obviousness is a question of law. At least four amicus briefs were filed, including one from the Federal Circuit Bar Association, in support of Smith & Nephew's position. On November 1, 2012, Smith & Nephew announced it had reached a global settlement with Wake Forest to resolve all patent disputes between them related to NPWT. Following the settlement, the Federal Circuit appeal was dismissed.

Wake Forest Litigation

Since at least 2009, a host of companies began offering NPWT systems, both gauze-based and foam-based, across the globe. None of these companies licensed the Wake Forest patents prior to commercializing their products. To the contrary, several succeeded in having the patents declared invalid. These proceedings are also detailed herein.

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In light of the multiple rulings declaring the patents invalid, KCI reassessed the validity of the patents anddetermined that continued payment of the royalties scheduled under the 1993 license agreement with Wake Forest was inappropriate. KCI withdrew from the Smith & Nephew litigation and on February 28, 2011, filed suit in the Western District of Texas seeking a declaratory judgment that, among other things, KCI no longer owes royalties to Wake Forest because the relevant patent claims are invalid or not infringed. Historical royalties under the license agreement, although disputed, were accrued through February 27, 2011 and are reflected in our consolidated financial statements. For the year ended December 31, 2010, royalty payments to Wake Forest under the license agreement were approximately $86 million. No royalty payments were made to Wake Forest during the first six months of 2013 or the years ended December 31, 2012 and 2011.

On March 18, 2011, Wake Forest provided KCI with written notice of termination of the license agreement and filed suit in Forsyth County Superior Court, North Carolina, alleging breach of contract by KCI. In its termination notice, Wake Forest demanded that KCI cease manufacturing and selling licensed products. KCI subsequently removed that action from state court to the Federal District Court for the Middle District of North Carolina, after which Wake Forest amended its complaint to add allegations of patent infringement. KCI moved to have the North Carolina case transferred to the Western District of Texas, and on August 26, 2011, the case was transferred to the Western District, where it was consolidated with KCI's existing suit. The Western District case was stayed pending a decision by the Court of Appeals for the Federal Circuit in the Smith & Nephew litigation described above.

On November 1, 2012, Smith & Nephew announced it had reached a global settlement with Wake Forest to resolve all patent disputes between them related to NPWT. Following the settlement, the Federal Circuit appeal was dismissed, and the stay in the case between KCI and Wake Forest was lifted. The case has been set for trial in April 2014. In January and February of 2013, Wake Forest and KCI filed their respective answers and counterclaims against each other. KCI is alleging breach of contract against Wake Forest for their refusal to negotiate in good faith to reduce the royalty rate under the license agreement following the several patent invalidity rulings and subsequent loss of market share by KCI. Because the August 13, 2012 decision in the Smith & Nephew litigation does not construe any prior art or rule that the patent claims are valid as a matter of law, it does not alter our assessment that the Wake Forest patents are invalid. We intend to vigorously defend the case and KCI will continue to manufacture and sell V.A.C.® Therapy products. It is not possible to predict the outcome of this litigation nor is it possible to estimate any damages that may be awarded if we are unsuccessful in the litigation. We believe that any damages awarded as a reasonable royalty in this case would be substantially less than our previous royalty obligation to Wake Forest, because the prior license agreement provided KCI with worldwide exclusive rights, whereas any infringement damages in the case would be based on US non-exclusive rights. We also believe our counter-claims against Wake Forest could further reduce our potential exposure to a damages award in the event we are unsuccessful on the liability issues of the case.

Because KCI believes the Wake Forest patents are invalid, KCI will not join Wake Forest in the continued enforcement of the Wake Forest Patents against alleged infringers. Instead, KCI is in the process of withdrawing from each of the cases described below that involve the Wake Forest patents.

Other US Intellectual Property Litigation

In May 2007, contemporaneous with the filing of the lawsuit against Smith & Nephew which is detailed above, KCI and Wake Forest filed a case against Medela, for the manufacture, use and sale of NPWT products alleging infringement of the Wake Forest patents. Medela responded by alleging, among other things, that the Wake Forest patents are invalid. Following the October 2010 judgment invalidating the claims in the Wake Forest patents, the case against Medela was stayed. Because KCI believes the Wake Forest patents are invalid, KCI filed an unopposed motion to withdraw from the case, which was granted by the court in February 2013. On May 14, 2013, Wake Forest and Medela filed a stipulation of dismissal with prejudice.

In January 2008, KCI and Wake Forest filed a patent infringement lawsuit against Innovative Therapies, Inc. (“ITI”) in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleged that a NPWT device introduced by ITI in 2007 infringed three Wake Forest patents. ITI responded by alleging, among other things, that the Wake Forest patents are invalid. In January 2013, the Court lifted the stay in the case and requested a status update from the parties. Because KCI believes the Wake Forest patents are invalid, KCI is seeking to withdraw from the case.

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In December 2008, KCI, its affiliates and Wake Forest filed a patent infringement lawsuit against Boehringer Wound Systems, LLC, Boehringer Technologies, LP, and Convatec, Inc. in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleged that a NPWT device manufactured by Boehringer and commercialized by Convatec infringed Wake Forest patents. In February 2009, the defendants filed their answer which includes affirmative defenses and counterclaims alleging non-infringement and invalidity of the Wake Forest patents. In January 2013, the Court lifted the stay in the case and requested a status update from the parties. On June 3, 2013, the parties filed a stipulation of Dismissal with Prejudice.

International Intellectual Property Litigation

In June 2007, Medela filed a patent nullity suit in the German Federal Patent Court against Wake Forest's German patent corresponding to European Patent No. EP0620720 (“the '720 Patent”). In March 2008 and February 2009, Mölnlycke Health Care AB and Smith & Nephew, respectively, joined the nullity suit against the '720 Patent. In March 2009, the German Federal Patent Court ruled that the claims of the '720 Patent were invalid and revoked the German patent corresponding to the '720 Patent. A hearing on Wake Forest's appeal, previously set for April 26, 2012 was postponed and reset for February 13, 2013. The nullity complaints were withdrawn the morning of the scheduled hearing pursuant to a settlement between Wake Forest and the nullity plaintiffs, and the hearing did not take place. Although the patent's statutory term expired in November 2012, the withdrawal of the nullity complaints resulted in a reinstatement of the '720 Patent in Germany. As a result, on July 10, 2013, KCI filed a separate suit to nullify the German part of the '720 Patent.

In March 2009, KCI and its affiliates and Wake Forest filed a patent infringement lawsuit asserting the Australian counterpart to the Wake Forest Patents against Smith & Nephew in the Federal Court of Australia, requesting preliminary injunctive relief to prohibit the commercialization of a Smith & Nephew negative pressure wound therapy dressing kit. A full trial on validity and infringement of the Wake Forest patent involved in the case was held in 2010. In September 2011, the Federal Court ruled the asserted claims to be invalid and not infringed by Smith & Nephew's product. Wake Forest appealed the decision and oral arguments were heard before the appellate court in May 2012. Following the settlement between Wake Forest and Smith & Nephew described above, the Federal Court dismissed the appeal on November 30, 2012 without addressing Wake Forest's appeal, and remitted the case to the lower court for costs and damages relating to the initial action filed in 2009. The dismissal renders the ruling of non-infringement and invalidity of the asserted claims final. The patent's statutory term expired in November 2012.

LifeCell Litigation

AlloDerm Cases

LifeCell Corporation is a party to approximately 325 lawsuits filed by individuals alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell Corporation's AlloDerm products. These cases have been consolidated for case management purposes in Middlesex County, New Jersey. The cases are in the early stages of litigation, and none have been set for trial. Although it is not possible to reliably predict the outcome of the litigation, we believe that our defenses to these claims are meritorious and we will defend against these suits vigorously. We have insurance that covers these claims and lawsuits. Recently, we resolved a dispute with our primary products liability carrier and these consolidated cases are being treated as a single occurrence and therefore do not require the exhaustion of a separate self-insured retention to trigger coverage. Based on our existing insurance coverage and our defenses to these cases, we do not expect them to have a material impact on our results of operations or our financial position. As these cases are in their early stages with much discovery still to be conducted, the plaintiffs have yet to set forth their alleged damages. As such, it is impossible for the Company to predict or estimate potential losses if our defenses to these cases are unsuccessful.

Repliform Cases

LifeCell Corporation has recently been named in approximately 60 lawsuits in Middlesex County, Massachusetts, State court in Delaware and Minnesota, as well as federal district court in Minneapolis and the Northern District of Texas. The cases were filed by individuals alleging personal injury and seeking monetary damages for failed gynecological procedures using products sold by Boston Scientific. The LifeCell cases in Middlesex County, Massachusetts were recently filed in the M Session of the Superior Court, which consists of a number of cases involving Boston Scientific synthetic mesh products. The case in Minneapolis will be transferred to an action in West Virginia that is similarly focused on synthetic mesh products. We do not believe LifeCell is a proper party to these lawsuits and are therefore seeking to dismiss these suits. In the event the suits are not dismissed we intend to defend these suits vigorously. We have insurance that covers these claims and lawsuits.

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Other Litigation

In February 2009, KCI received a subpoena from the U.S. Department of Health and Human Services Office of Inspector General (“OIG”) seeking records regarding our billing practices under the local coverage policies of the four regional Durable Medical Equipment Medicare Administrative Contractors (“DME MACs”). KCI cooperated with the OIG's inquiry and provided substantial documentation to the OIG and the U.S. Attorneys' office in response to its request. The government's inquiry stemmed from the filing under seal of two qui tam actions against KCI on March 20, 2008 and September 29, 2008 by two former employees in the U.S. District Court, Central District of California, Western Division.  These cases are captioned United States of America, ex rel. Steven J. Hartpence v. Kinetic Concepts, Inc. et al ("Hartpence Matter") and United States of America, ex rel. Geraldine Godecke v. Kinetic Concepts, Inc., et al ("Godecke Matter"). The complaints contend that KCI violated the Federal False Claims Act by billing in a manner that was not consistent with the Local Coverage Determinations issued by the DME MACs and seek recovery of monetary damages. Following the completion of the government's review and its decision declining to intervene in such suits, the live pleadings were ordered unsealed on May 3, 2011.  After reviewing the allegations, KCI filed motions seeking the dismissal of the suits on multiple grounds.  On January 30, 2012, the Court granted KCI's motions dismissing all of the claims in the Hartpence Matter and dismissing all of the claims in the Godecke Matter with the exception of a retaliation claim, which has been stayed pending the appeal of the dismissed claims.  On February 27, 2012 and June 15, 2012, respectively, Hartpence and Godecke each filed a Notice of Appeal to the U.S. Court of Appeals for the Ninth Circuit seeking to reverse the dismissal of their claims by the trial court.  On December 11, 2012, KCI moved the Ninth Circuit to disqualify counsel in the Hartpence and Godecke matters from representing relators on appeal due to their possession and use of KCI's privileged documents.  The Ninth Circuit granted the parties agreed motion to stay the briefing of the merits of the appeals pending resolution of the disqualification motion and on February 25, 2013, remanded KCI's disqualification motion to the U.S. District Court for disposition. On May 20, 2013, the District Court granted KCI's disqualification motions and counsel for both Godecke and Hartpence were disqualified. On July 19, 2013 the Ninth Circuit Court of Appeals issued an Order requiring counsel for Godecke and Hartpence to withdraw from the appeals or show cause why they should not be disqualified.

We are party to several additional lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims. We maintain multiple layers of product liability insurance coverage and we believe these policies and the amounts of coverage are appropriate and adequate.

OTHER COMMITMENTS AND CONTINGENCIES

As a healthcare supplier, we are subject to extensive government regulation, including laws and regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement under various government programs. The marketing, billing, documenting and other practices are all subject to government oversight and review. To ensure compliance with Medicare and other regulations, regional carriers often conduct audits and request patient records and other documents to support claims submitted by us for payment of services rendered to customers.

We also are subject to routine pre-payment and post-payment audits of medical claims submitted to Medicare. These audits typically involve a review, by Medicare or its designated contractors and representatives, of documentation supporting the medical necessity of the therapy provided by us. While Medicare requires us to obtain a comprehensive physician order prior to providing products and services, we are not required to, and do not as a matter of practice require, or subsequently obtain, the underlying medical records supporting the information included in such claim. Following a Medicare request for supporting documentation, we are obligated to procure and submit the underlying medical records retained by various medical facilities and physicians. Obtaining these medical records in connection with a claims audit may be difficult or impossible and, in any event, all of these records are subject to further examination and dispute by an auditing authority. Under standard Medicare procedures, we are entitled to demonstrate the sufficiency of documentation and the establishment of medical necessity, and we have the right to appeal any adverse determinations. If a determination is made that our records or the patients' medical records are insufficient to meet medical necessity or Medicare reimbursement requirements for the claims subject to a pre-payment or post-payment audit, we could be subject to denial, recoupment or refund demands for claims submitted for Medicare reimbursement. In the event that an audit results in discrepancies in the records provided, Medicare may be entitled to extrapolate the results of the audit to make recoupment demands based on a wider population of claims than those examined in the audit.

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NOTE 8.Segment Information

The Company is engaged in the rental and sale of advanced wound care systems and regenerative medicine products and has operations in more than 25 countries. We have two reportable operating segments which correspond to our two global businesses: KCI and LifeCell. Our two global operating segments also represent our reporting units as defined by the Codification. In most countries where we operate, certain aspects of our two businesses are supported by the same administrative staff, systems and infrastructure and, as such, we have allocated these costs between the businesses based on allocation methods including headcount, revenue and other methods as deemed appropriate. We measure segment profit (loss) as operating earnings (loss), which is defined as income (loss) before interest and other income, interest expense, foreign currency gains and losses, derivative instruments loss and income taxes. All intercompany transactions are eliminated in computing revenue and operating earnings (loss).

On November 8, 2012, Getinge purchased certain assets and assumed certain liabilities comprising KCI's TSS product business. The historical results of operations of the TSS business, excluding the allocation of general corporate overhead, are reported as discontinued operations in the condensed consolidated statements of operations. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

Information on segments and a reconciliation of consolidated totals are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue:
KCI	$	317,765		$	330,318		$	623,647		$	656,506
LifeCell	114,914			107,797			224,916			214,142
Total revenue	$	432,679		$	438,115		$	848,563		$	870,648
Operating earnings:
KCI	$	110,760		$	97,905		$	200,181		$	162,358
LifeCell	31,197			23,575			61,066			46,639
Non-allocated costs:
General headquarter expense (1)	(40,003		)	(9,080		)	(53,112		)	(14,025		)
Equity-based compensation	(663		)	(492		)	(1,196		)	(989		)
Merger and restructuring-related expenses (2)	(43,836		)	(31,314		)	(66,406		)	(42,066		)
Acquired intangible asset amortization (3)	(46,324		)	(53,797		)	(93,870		)	(122,527		)
Total non-allocated costs	(130,826		)	(94,683		)	(214,584		)	(179,607		)
Total operating earnings	$	11,131		$	26,797		$	46,663		$	29,390

_____________________________

(1) The second quarter and six months ended June 30, 2013 includes $4.0 million and $13.4 million, respectively, of write-offs of in-process research and development costs due to discontinuation of related projects and a $30.3 million fixed asset impairment charge.

(2) Represents expenses related to the Merger including buyer and seller transaction costs, management fees and restructuring-related expenses.

(3) Includes amortization of acquired intangible assets related to our Merger in November 2011.

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NOTE 9.Guarantor Condensed Consolidating Financial Statements

Our 10.5% Second Lien Notes and 12.5% Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by us and each of our material 100% owned subsidiaries, other than the subsidiaries that are co-issuers of the notes, foreign subsidiaries and subsidiaries whose only assets are investments in foreign subsidiaries. The non-guarantor subsidiaries do not have any payment obligations under the 10.5% Second Lien Notes or 12.5% Unsecured Notes. Subject to the terms of the10.5% Second Lien Notes and 12.5% Unsecured Notes indentures, the guarantee of a subsidiary guarantor will terminate upon:

(1) a sale or other disposition (including by way of consolidation or merger) of the capital stock of such guarantor or the sale or disposition of all or substantially all the assets of such subsidiary guarantor (other than to the Company or a restricted subsidiary) otherwise permitted by the 10.5% Second Lien Notes or 12.5% Unsecured Notes indentures,

(2) the designation in accordance with the10.5% Second Lien Notes or 12.5% Unsecured Notes indenture of the guarantor as an unrestricted subsidiary or the occurrence of any event after which the guarantor is no longer a restricted subsidiary,

(3) defeasance or discharge of the10.5% Second Lien Notes or 12.5% Unsecured Notes, or

(4) upon the achievement of investment grade status by the10.5% Second Lien Notes or 12.5% Unsecured Notes; provided that such guarantee shall be reinstated upon the reversion date.

In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, such non-guarantor subsidiary will pay the holders of its debt and other liabilities, including its trade creditors, before it will be able to distribute any of its assets to us. In the future, any non-U.S. subsidiaries, immaterial subsidiaries and subsidiaries that we designate as unrestricted subsidiaries under the 10.5% Second Lien Notes and 12.5% Unsecured Notes indentures will not guarantee the 10.5% Second Lien Notes or 12.5% Unsecured Notes. As of June 30, 2013, there were no restrictions on the ability of subsidiary guarantors to transfer funds to the parent company.

As a result of the guarantee arrangements, we are presenting the following condensed consolidated balance sheets, statements of operations and comprehensive income (loss), and statements of cash flows of the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries.

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Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

June 30, 2013

(in thousands)

(unaudited)

	Centaur Guernsey L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	172,872	$	—	$	122,347		$	—		$	295,617
Accounts receivable, net	—		178,329		59,932		108,349			—			346,610
Inventories, net	—		121,037		99,251		68,481			(137,873		)	150,896
Deferred income taxes	—		44,315		—		3,302			(47,617		)	—
Prepaid expenses and other	—		39,995		7,768		359,960			(349,852		)	57,871
Intercompany receivables	166		1,365,504		2,252,164		186,860			(3,804,694		)	—
Total current assets	564		1,922,052		2,419,115		849,299			(4,340,036		)	850,994
Net property, plant and equipment	—		278,660		80,848		193,567			(226,856		)	326,219
Debt issuance costs, net	—		106,959		—		—			—			106,959
Deferred income taxes	—		—		—		19,647			—			19,647
Goodwill	—		2,483,240		996,535		—			—			3,479,775
Identifiable intangible assets, net	—		399,961		1,996,717		164,873			—			2,561,551
Other non-current assets	—		381		186		94,750			(90,899		)	4,418
Intercompany loan receivables	—		790,000		372,504		—			(1,162,504		)	—
Intercompany investments	1,350,676		357,287		426,278		—			(2,134,241		)	—
	$	1,351,240	$	6,338,540	$	6,292,183	$	1,322,136		$	(7,954,536	)	$	7,349,563
Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	14,936	$	13,879	$	15,076		$	—		$	43,891
Accrued expenses and other	—		190,961		234,363		49,364			(184,332		)	290,356
Intercompany payables	3,932		772,620		2,511,956		516,186			(3,804,694		)	—
Current installments of long-term debt	—		23,576		1,077		—			—			24,653
Income taxes payable	—		2,140		—		(2,140		)	—			—
Deferred income taxes	—		—		80,779		—			(47,617		)	33,162
Total current liabilities	3,932		1,004,233		2,842,054		578,486			(4,036,643		)	392,062
Long-term debt, net of current installments and discount	—		4,506,199		876		—			—			4,507,075
Non-current tax liabilities	—		41,575		—		4,869			—			46,444
Deferred income taxes	—		121,837		847,651		53,720			—			1,023,208
Other non-current liabilities	160		32,074		380		1,012			—			33,626
Intercompany loan payables	—		370,921		790,000		1,583			(1,162,504		)	—
Total liabilities	4,092		6,076,839		4,480,961		639,670			(5,199,147		)	6,002,415
Total equity	1,347,148		261,701		1,811,222		682,466			(2,755,389		)	1,347,148
	$	1,351,240	$	6,338,540	$	6,292,183	$	1,322,136		$	(7,954,536	)	$	7,349,563

22

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

December 31, 2012

(in thousands)

	Centaur Guernsey L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	276,788		$	—	$	105,964	$	—		$	383,150
Accounts receivable, net	—		174,534			58,244		122,940		—			355,718
Inventories, net	—		94,345			71,676		60,635		(86,806		)	139,850
Deferred income taxes	—		38,451			—		3,642		(42,093		)	—
Prepaid expenses and other	—		25,083			6,591		294,437		(286,600		)	39,511
Intercompany receivables	166		1,337,915			2,149,981		147,473		(3,635,535		)	—
Total current assets	564		1,947,116			2,286,492		735,091		(4,051,034		)	918,229
Net property, plant and equipment	—		281,950			79,049		190,419		(162,936		)	388,482
Debt issuance costs, net	—		96,476			—		—		—			96,476
Deferred income taxes	—		—			—		20,003		—			20,003
Goodwill	—		2,483,240			996,535		—		—			3,479,775
Identifiable intangible assets, net	—		441,620			2,045,091		179,490		—			2,666,201
Other non-current assets	—		324			186		95,988		(90,900		)	5,598
Intercompany loan receivables	—		800,000			366,134		—		(1,166,134		)	—
Intercompany investments	1,459,261		302,027			409,702		—		(2,170,990		)	—
	$	1,459,825	$	6,352,753		$	6,183,189	$	1,220,991	$	(7,641,994	)	$	7,574,764
Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	17,869		$	13,093	$	10,008	$	—		$	40,970
Accrued expenses and other	—		172,356			236,838		62,226		(187,257		)	284,163
Intercompany payables	2,361		723,096			2,389,863		520,215		(3,635,535		)	—
Current installments of long-term debt	—		23,383			—		—		—			23,383
Income taxes payable	—		(1,452		)	—		1,452		—			—
Deferred income taxes	—		—			99,621		—		(42,093		)	57,528
Total current liabilities	2,361		935,252			2,739,415		593,901		(3,864,885		)	406,044
Long-term debt, net of current installments and discount	—		4,554,112			—		—		—			4,554,112
Non-current tax liabilities	—		36,711			—		7,754		—			44,465
Deferred income taxes	—		115,652			888,597		65,231		—			1,069,480
Other non-current liabilities	68		41,360			375		1,464		—			43,267
Intercompany loan payables	—		366,135			800,000		—		(1,166,135		)	—
Total liabilities	2,429		6,049,222			4,428,387		668,350		(5,031,020		)	6,117,368
Total equity	1,457,396		303,531			1,754,802		552,641		(2,610,974		)	1,457,396
	$	1,459,825	$	6,352,753		$	6,183,189	$	1,220,991	$	(7,641,994	)	$	7,574,764

23

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the three months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	155,244		$	1,013		$	33,988		$	—		$	190,245
Sales	—			74,428			196,572			160,448			(189,014		)	242,434
Total revenue	—			229,672			197,585			194,436			(189,014		)	432,679
Rental expenses	13			61,149			3,328			56,413			(30,521		)	90,382
Cost of sales	29			47,596			144,151			59,251			(191,702		)	59,325
Gross profit (loss)	(42		)	120,927			50,106			78,772			33,209			282,972
Selling, general and administrative expenses	621			120,228			47,902			36,291			(59		)	204,983
Research and development expenses	—			8,454			8,265			3,678			—			20,397
Acquired intangible asset amortization	—			20,414			18,088			7,959			—			46,461
Operating earnings (loss)	(663		)	(28,169		)	(24,149		)	30,844			33,268			11,131
Non-operating intercompany transactions	—			8,300			(101		)	(28,829		)	20,630			—
Interest income and other	—			18,510			3,063			40			(20,709		)	904
Interest expense	—			(108,622		)	(17,661		)	(84		)	20,709			(105,658		)
Loss on extinguishment of debt	—			(2,164		)	—			—			—			(2,164		)
Foreign currency loss	—			(5,943		)	(135		)	(1,694		)	—			(7,772		)
Derivative instruments loss	—			10,556			—			—			—			10,556
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(663		)	(107,532		)	(38,983		)	277			53,898			(93,003		)
Income tax benefit	—			(18,526		)	(8,917		)	(3,613		)	—			(31,056		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(663		)	(89,006		)	(30,066		)	3,890			53,898			(61,947		)
Equity in earnings (loss) of subsidiaries	(61,912		)	(25,033		)	4,540			—			82,405			—
Earnings (loss) from continuing operations	(62,575		)	(114,039		)	(25,526		)	3,890			136,303			(61,947		)
Earnings (loss) from discontinued operations, net of tax	—			(1,527		)	—			650			249			(628		)
Net earnings (loss)	$	(62,575	)	$	(115,566	)	$	(25,526	)	$	4,540		$	136,552		$	(62,575	)
Total comprehensive income (loss)	$	(64,320	)	$	(117,311	)	$	(27,271	)	$	2,795		$	141,787		$	(64,320	)

24

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the three months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	164,983		$	1,504		$	41,015		$	—		$	207,502
Sales	—			73,612			104,859			131,600			(79,458		)	230,613
Total revenue	—			238,595			106,363			172,615			(79,458		)	438,115
Rental expenses	1			78,988			1,349			67,088			(26,892		)	120,534
Cost of sales	18			37,533			37,654			59,051			(68,539		)	65,717
Gross profit (loss)	(19		)	122,074			67,360			46,476			15,973			251,864
Selling, general and administrative expenses	474			92,760			32,257			28,923			(686		)	153,728
Research and development expenses	—			6,309			8,930			2,303			—			17,542
Acquired intangible asset amortization	—			25,054			18,668			10,075			—			53,797
Operating earnings (loss)	(493		)	(2,049		)	7,505			5,175			16,659			26,797
Non-operating intercompany transactions	—			5,641			2,161			(12,210		)	4,408			—
Interest income and other	—			18,159			3,062			43			(21,238		)	26
Interest expense	—			(120,327		)	(18,175		)	(33		)	21,238			(117,297		)
Foreign currency gain (loss)	—			18,875			(50		)	(1,869		)	—			16,956
Derivative instruments loss	—			(13,582		)	—			—			—			(13,582		)
Loss from continuing operations before income tax benefit and equity in earnings loss of subsidiaries	(493		)	(93,283		)	(5,497		)	(8,894		)	21,067			(87,100		)
Income tax benefit	—			(22,346		)	(4,029		)	(6,123		)	—			(32,498		)
Loss from continuing operations before equity in loss of subsidiaries	(493		)	(70,937		)	(1,468		)	(2,771		)	21,067			(54,602		)
Equity in loss of subsidiaries	(54,141		)	(1,498		)	(3,506		)	—			59,145			—
Loss from continuing operations	(54,634		)	(72,435		)	(4,974		)	(2,771		)	80,212			(54,602		)
Earnings (loss) from discontinued operations, net of tax	—			(2,276		)	1,490			(735		)	1,489			(32		)
Net loss	$	(54,634	)	$	(74,711	)	$	(3,484	)	$	(3,506	)	$	81,701		$	(54,634	)
Total comprehensive loss	$	(64,575	)	$	(84,652	)	$	(13,425	)	$	(13,447	)	$	111,524		$	(64,575	)

25

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the six months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	305,712		$	3,253		$	69,443		$	—		$	378,408
Sales	—			143,637			416,255			322,348			(412,085		)	470,155
Total revenue	—			449,349			419,508			391,791			(412,085		)	848,563
Rental expenses	13			123,498			8,170			113,335			(57,283		)	187,733
Cost of sales	54			97,731			253,909			119,908			(356,046		)	115,556
Gross profit (loss)	(67		)	228,120			157,429			158,548			1,244			545,274
Selling, general and administrative expenses	1,129			202,656			92,565			70,254			(179		)	366,425
Research and development expenses	—			15,356			16,521			6,302			—			38,179
Acquired intangible asset amortization	—			41,651			36,367			15,989			—			94,007
Operating earnings (loss)	(1,196		)	(31,543		)	11,976			66,003			1,423			46,663
Non-operating intercompany transactions	—			60,252			58,754			(52,353		)	(66,653		)	—
Interest income and other	—			36,194			6,126			69			(41,327		)	1,062
Interest expense	—			(219,761		)	(35,218		)	(94		)	41,327			(213,746		)
Loss on extinguishment of debt	—			(2,164		)	—			—			—			(2,164		)
Foreign currency gain (loss)	—			5,480			(213		)	(8,464		)	—			(3,197		)
Derivative instruments gain	—			10,040			—			—			—			10,040
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(1,196		)	(141,502		)	41,425			5,161			(65,230		)	(161,342		)
Income tax benefit	—			(46,097		)	(4,183		)	(5,744		)	—			(56,024		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(1,196		)	(95,405		)	45,608			10,905			(65,230		)	(105,318		)
Equity in earnings (loss) of subsidiaries	(106,166		)	55,260			10,814			—			40,092			—
Earnings (loss) from continuing operations	(107,362		)	(40,145		)	56,422			10,905			(25,138		)	(105,318		)
Loss from discontinued operations, net of tax	—			(2,394		)	(2		)	(91		)	443			(2,044		)
Net earnings (loss)	$	(107,362	)	$	(42,539	)	$	56,420		$	10,814		$	(24,695	)	$	(107,362	)
Total comprehensive income (loss)	$	(109,781	)	$	(44,958	)	$	54,001		$	8,395		$	(17,438	)	$	(109,781	)

26

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the six months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	330,658		$	2,766		$	81,770		$	—		$	415,194
Sales	—			144,007			208,390			237,228			(134,171		)	455,454
Total revenue	—			474,665			211,156			318,998			(134,171		)	870,648
Rental expenses	2			164,242			2,562			139,496			(58,725		)	247,577
Cost of sales	36			107,029			74,751			116,546			(166,521		)	131,841
Gross profit (loss)	(38		)	203,394			133,843			62,956			91,075			491,230
Selling, general and administrative expenses	951			168,974			63,977			69,787			(686		)	303,003
Research and development expenses	—			13,954			17,699			4,657			—			36,310
Acquired intangible asset amortization	—			58,777			40,586			23,164			—			122,527
Operating earnings (loss)	(989		)	(38,311		)	11,581			(34,652		)	91,761			29,390
Non-operating intercompany transactions	—			66,374			128,312			(221,569		)	26,883			—
Interest income and other	—			36,728			6,125			82			(42,479		)	456
Interest expense	—			(241,251		)	(36,350		)	(65		)	42,479			(235,187		)
Foreign currency gain (loss)	—			9,121			148			(3,583		)	—			5,686
Derivative instruments gain (loss)	—			(19,894		)	—			—			—			(19,894		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(989		)	(187,233		)	109,816			(259,787		)	118,644			(219,549		)
Income tax expense (benefit)	—			(39,259		)	(30,952		)	(9,738		)	—			(79,949		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(989		)	(147,974		)	140,768			(250,049		)	118,644			(139,600		)
Equity in earnings (loss) of subsidiaries	(144,323		)	(102,498		)	(254,512		)	—			501,333			—
Earnings (loss) from continuing operations	(145,312		)	(250,472		)	(113,744		)	(250,049		)	619,977			(139,600		)
Earnings (loss) from discontinued operations, net of tax	—			(7,293		)	3,473			(4,463		)	2,571			(5,712		)
Net earnings (loss)	$	(145,312	)	$	(257,765	)	$	(110,271	)	$	(254,512	)	$	622,548		$	(145,312	)
Total comprehensive income (loss)	$	(148,496	)	$	(260,949	)	$	(113,455	)	$	(257,696	)	$	632,100		$	(148,496	)

27

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(107,362	)	$	(42,539	)	$	56,420		$	10,814		$	(24,695	)	$	(107,362	)
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities	2,767			145,087			(12,136		)	(49,950		)	61,987			147,755
Net cash provided (used) by operating activities	(104,595		)	102,548			44,284			(39,136		)	37,292			40,393
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(90,855		)	(8,962		)	(67,434		)	119,179			(48,072		)
Increase in identifiable intangible assets and other non-current assets	—			(49		)	(2,375		)	(134		)	—			(2,558		)
Net cash provided (used) by investing activities	—			(90,904		)	(11,337		)	(67,568		)	119,179			(50,630		)
Cash flows from financing activities:
Distribution to limited partners	(1,572		)	—			—			—			—			(1,572		)
Repayments of long-term debt and capital lease obligations	—			(52,959		)	—			33			—			(52,926		)
Payment of debt issuance costs	—			(21,122		)	—			—			—			(21,122		)
Proceeds (payments) on intercompany loans	—			14,786			(16,371		)	1,585			—			—
Proceeds (payments) on intercompany investments	106,167			(56,265		)	(16,576		)	123,145			(156,471		)	—
Net cash provided (used) by financing activities	104,595			(115,560		)	(32,947		)	124,763			(156,471		)	(75,620		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1,676		)	—			(1,676		)
Net increase (decrease) in cash and cash equivalents	—			(103,916		)	—			16,383			—			(87,533		)
Cash and cash equivalents, beginning of period	398			276,788			—			105,964			—			383,150
Cash and cash equivalents, end of period	$	398		$	172,872		$	—		$	122,347		$	—		$	295,617

28

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net loss	$	(145,312	)	$	(257,765	)	$	(110,271	)	$	(254,512	)	$	622,548		$	(145,312	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities	989			202,310			(26,651		)	824,643			(774,047		)	227,244
Net cash provided (used) by operating activities	(144,323		)	(55,455		)	(136,922		)	570,131			(151,499		)	81,932
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(17,254		)	(12,796		)	(50,696		)	34,211			(46,535		)
Increase in identifiable intangible assets and other non-current assets	—			26			(2,962		)	110			1			(2,825		)
Net cash provided (used) by investing activities	—			(17,228		)	(15,758		)	(50,586		)	34,212			(49,360		)
Cash flows from financing activities:
Capital contributions from limited partners	239			—			—			—			—			239
Repayments of long-term debt and capital lease obligations	—			(8,300		)	—			(3		)	(3,355		)	(11,658		)
Proceeds (payments) on intercompany loans	—			(105,245		)	30,225			75,020			—			—
Payment of debt issuance costs	—			(111		)	—			—			—			(111		)
Proceeds (payments) on intercompany investments	144,084			225,223			122,455			(612,404		)	120,642			—
Net cash provided (used) by financing activities	144,323			111,567			152,680			(537,387		)	117,287			(11,530		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(720		)	—			(720		)
Net increase in cash and cash equivalents	—			38,884			—			(18,562		)	—			20,322
Cash and cash equivalents, beginning of period	411			142,652			—			72,363			—			215,426
Cash and cash equivalents, end of period	$	411		$	181,536		$	—		$	53,801		$	—		$	235,748

NOTE 10.Subsequent Event

Acquisition of Systagenix^TM 

On July 30, 2013, KCI announced that it had signed a definitive agreement to acquire Systagenix, an established provider of advanced wound care ("AWC") products, for a purchase price of $485.0 million. KCI has commenced marketing of $350 million of incremental borrowings under our existing Senior Secured Credit Facility to be used along with cash on hand to fund the purchase price. Systagenix has a broad portfolio of innovative AWC products with a focus on moist wound healing dressings - including PROMOGRAN PRISMA®, the collagen dressing market leader, TIELLE® (foam) and ADAPTIC® (non adherent contact layers). Systagenix' manufacturing, marketing and sales teams supply and distribute over 20 million advanced wound care dressings each month to more than 100 countries. The company, formerly part of Johnson & Johnson, generates annual revenue of approximately $200.0 million and has approximately 800 employees worldwide, including an experienced team of research and development scientists dedicated to advancing skin and wound care. Combining Systagenix' expertise with KCI's innovation pipeline will create additional value for customers and help speed healing and reduce complications for patients. The acquisition of Systagenix is subject to customary closing conditions, including applicable antitrust approvals. The transaction is expected to close in the fourth quarter of 2013.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in our “Risk Factors.” (Part II, Item 1A.), including those previously disseminated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

GENERAL

We are a leading global medical technology company devoted to the discovery, development, manufacturing and marketing of innovative, high-technology therapies and products that have been designed to leverage the body’s innate ability to heal, thus improving clinical outcomes while helping to reduce the overall cost of patient care. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all healthcare settings, including acute care hospitals, extended care organizations and patients’ homes, both in the United States and abroad. Our primary businesses serve the advanced wound care and regenerative medicine markets. We are owned by investment funds advised by Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board and certain other co-investors.

KCI is focused on the development and commercialization of advanced wound care therapies based on our Negative Pressure Technology Platform which employs negative pressure in a variety of applications to promote wound healing through unique mechanisms of action and to speed recovery times while reducing the overall cost of treating patients with complex wounds. In addition, we continue to pursue development opportunities within the broader wound care market for technology outside of NPWT.

LifeCell is focused on the development and commercialization of regenerative and reconstructive acellular tissue matrices for use in reconstructive, orthopedic, and urogynecologic surgical procedures to repair soft tissue defects, as well as for reconstructive and cosmetic procedures.  Existing products include our human-based AlloDerm^® Regenerative Tissue Matrix (“AlloDerm”) and porcine-based Strattice™ Reconstructive Tissue Matrix (“Strattice”) in various configurations designed to meet the needs of patients and caregivers. In addition, LifeCell distributes SPY Elite, a real-time tissue perfusion assessment system. The majority of our LifeCell revenue is generated from the clinical applications of challenging hernia repair and post-mastectomy breast reconstruction.

Historically, we have experienced a seasonal slowing of KCI unit demand beginning in the fourth quarter and continuing into the first quarter which we believe has been caused by year-end clinical treatment patterns, such as the postponement of elective surgeries and increased discharges of individuals from the acute care setting around the winter holidays.  LifeCell has also historically experienced a similar seasonal slowing of sales in the first and third quarter of each year.  Although we do not know if our historical experience will prove to be indicative of future periods, similar slow-downs may occur in subsequent periods.

RECENT DEVELOPMENTS

Acquisition of Systagenix^TM 

On July 30, 2013, KCI announced that it had signed a definitive agreement to acquire Systagenix, an established provider of advanced wound care ("AWC") products, for a purchase price of $485.0 million. KCI has commenced marketing of $350 million of incremental borrowings under our existing Senior Secured Credit Facility to be used along with cash on hand to fund the purchase price. Systagenix has a broad portfolio of innovative AWC products with a focus on moist wound healing dressings - including PROMOGRAN PRISMA®, the collagen dressing market leader, TIELLE® (foam) and ADAPTIC® (non adherent contact layers). Systagenix' manufacturing, marketing and sales teams supply and distribute over 20 million advanced wound care dressings each month to more than 100 countries. The company, formerly part of Johnson & Johnson, generates annual revenue of approximately $200.0 million and has approximately 800 employees worldwide, including an experienced team of research and development scientists dedicated to advancing skin and wound care. Combining Systagenix' expertise with KCI's innovation pipeline will create additional value for customers and help speed healing and reduce complications for patients. The acquisition of Systagenix is subject to customary closing conditions, including applicable antitrust approvals. The transaction is expected to close in the fourth quarter of 2013.

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RESULTS OF OPERATIONS

We have two reportable operating segments which correspond to our two global businesses: KCI and LifeCell. We have two primary geographic regions for which we provide supplemental information: the Americas, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised of Europe, the Middle East, Africa and the Asia Pacific region. For additional discussion on segment and operation information, see Note 8 of the notes to the condensed consolidated financial statements.

Revenue for each of our geographic regions in which we operate is disclosed for each of our businesses. Certain prior period amounts have been reclassified to conform to the 2013 presentation.

Revenue by Operating Segment

The following table sets forth, for the periods indicated, business unit revenue as well as the percentage change in each line item, comparing the second quarter and first six months of 2013 to the second quarter and first six months of 2012 (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013		2012		% Change		2013		2012		% Change
KCI revenue:
Rental	$	189,232	$	205,998	(8.1	)%	$	375,155	$	412,428	(9.0	)%
Sales	128,533		124,320		3.4		248,492		244,078		1.8	%
Total – KCI	317,765		330,318		(3.8	)	623,647		656,506		(5.0	)%
LifeCell revenue:
Rental	1,013		1,504		(32.6	)	3,253		2,766		17.6	%
Sales	113,901		106,293		7.2		221,663		211,376		4.9	%
Total – LifeCell	114,914		107,797		6.6		224,916		214,142		5.0	%
Total consolidated revenue:
Rental	190,245		207,502		(8.3	)	378,408		415,194		(8.9	)%
Sales	242,434		230,613		5.1		470,155		455,454		3.2	%
Total consolidated revenue	$	432,679	$	438,115	(1.2	)%	$	848,563	$	870,648	(2.5	)%

The change in total revenue compared to the prior-year periods was due to lower KCI rental revenue, partially offset by higher LifeCell revenue. Foreign currency exchange movements had a slightly unfavorable impact on total revenue during the second quarter and first six months of 2013 compared to the prior year periods.

The decline in worldwide KCI revenue from the comparable prior-year periods was attributable primarily to lower rental revenue in established markets, partially offset by increased revenues from expansion products and certain markets outside the U.S. The lower rental revenue in established markets resulted from a combination of lower volumes and lower average pricing. We anticipate our average global pricing will decline moderately in the future as our competitors market products designed to compete with KCI's offering. Foreign currency exchange movements had a slightly unfavorable impact on worldwide KCI revenues during the second quarter and first six months of 2013 compared to the prior-year periods.

The growth in worldwide LifeCell revenue over the prior-year periods was due primarily to increased sales volumes of our products. Foreign currency exchange rate movements did not have a significant impact on worldwide LifeCell revenue.

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Revenue by Geography

The following table sets forth, for the periods indicated, rental and sales revenue by geography as well as the percentage change in each line item, comparing the second quarter and first six months of 2013 to the second quarter and first six months of 2012 (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013		2012		% Change		2013		2012		% Change
Americas revenue:
Rental	$	160,735	$	172,125	(6.6	)%	$	318,614	$	344,227	(7.4	)%
Sales	191,738		181,999		5.4		373,527		360,480		3.6	%
Total – Americas	352,473		354,124		(0.5	)	692,141		704,707		(1.8	)%
EMEA/APAC revenue:
Rental	29,510		35,377		(16.6	)	59,794		70,967		(15.7	)%
Sales	50,696		48,614		4.3		96,628		94,974		1.7	%
Total – EMEA/APAC	80,206		83,991		(4.5	)	156,422		165,941		(5.7	)%
Total consolidated revenue:
Rental	190,245		207,502		(8.3	)	378,408		415,194		(8.9	)%
Sales	242,434		230,613		5.1		470,155		455,454		3.2	%
Total consolidated revenue	$	432,679	$	438,115	(1.2	)%	$	848,563	$	870,648	(2.5	)%

Revenue Relationship

The following table sets forth, for the periods indicated, the percentage relationship of each item to total revenue in the period, as well as the changes in each line item:

	Three months ended June 30,							Six months ended June 30,
	2013		2012		Change			2013		2012		Change
KCI revenue	73.4	%	75.4	%	(200	)	bps	73.5	%	75.4	%	(190	)	bps
LifeCell revenue	26.6		24.6		200		bps	26.5		24.6		190		bps
Total consolidated revenue	100.0	%	100.0	%				100.0	%	100.0	%
Americas revenue	81.5	%	80.8	%	70		bps	81.6	%	80.9	%	70		bps
EMEA/APAC revenue	18.5		19.2		(70	)	bps	18.4		19.1		(70	)	bps
Total consolidated revenue	100.0	%	100.0	%				100.0	%	100.0	%
Rental revenue	44.0	%	47.4	%	(340	)	bps	44.6	%	47.7	%	(310	)	bps
Sales revenue	56.0		52.6		340		bps	55.4		52.3		310		bps
Total consolidated revenue	100.0	%	100.0	%				100.0	%	100.0	%

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Rental Expenses

The following table presents rental expenses for the periods indicated as well as the percentage change in each line item, comparing the second quarter and first six months of 2013 to the second quarter and first six months of 2012 (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013		2012		% Change		2013		2012		% Change
Rental expenses	$	90,382	$	120,534	(25.0	)%	$	187,733	$	247,577	(24.2	)%

Rental, or field, expenses are comprised of both fixed and variable costs including facilities, field service, sales force compensation and royalties associated with our rental products. Rental expenses during the second quarter and first six months of 2013 decreased from the prior-year periods due primarily to a decrease in depreciation related to the fixed asset step up associated with purchase accounting and a reduction in operational expenses due to cost control measures.

Cost of Sales

The following table presents cost of sales as well as the percentage change in each line item, comparing the second quarter and first six months of 2013 to the second quarter and first six months of 2012 (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013		2012		% Change		2013		2012		% Change
Cost of sales	$	59,325	$	65,717	(9.7	)%	$	115,556	$	131,841	(12.4	)%

Cost of sales includes manufacturing costs, product costs and royalties associated with our “for sale” products. The decrease in cost of sales from the prior-year periods was due primarily to cost of sales recorded in the second quarter and first six months of 2012 associated with purchase accounting adjustments related to the step up in value of inventory, which totaled $11.2 million and $22.0 million, respectively; partially offset by increased sales volumes.

Gross Profit Margin

The following table presents the gross profit margin (calculated as gross profit divided by total revenue for the periods indicated):

	Three months ended June 30,						Six months ended June 30,
	2013		2012		% Change		2013		2012		% Change
Gross profit margin	65.4	%	57.5	%	790	bps	64.3	%	56.4	%	790	bps

The gross profit margin increase during the second quarter and first six months of 2013 compared to the prior-year periods was due primarily to a decrease in depreciation related to the fixed asset step up and lower cost of sales related to the inventory step up associated with purchase accounting and a reduction in operational expenses due to cost control measures.

Selling, General and Administrative Expenses

The following table presents selling, general and administrative expenses and the percentage relationship to total revenue (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013		2012		% Change		2013		2012		% Change
Selling, general and administrative expenses	$	204,983	$	153,728	33.3	%	$	366,425	$	303,003	20.9	%

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Selling, general and administrative (“SG&A”) expenses generally include administrative labor, incentive and sales compensation costs, insurance costs, professional fees, depreciation, bad debt expense and information systems costs, but excludes rental sales force compensation costs. The increase in SG&A expenses during the second quarter and first six months of 2013 compared to the prior-year periods is due primarily to a fixed asset impairment charge of $30.3 million and an increase in restructuring-related expenses. Additionally, during the second quarter and first six months of 2013, write-offs of $4.0 million and $13.4 million, respectively, of in-process research and development costs were recorded due to the discontinuation of certain projects.

Research and Development Expenses

The following table presents research and development expenses and the percentage relationship to total revenue (dollars in thousands):

	Three months ended June 30,									Six months ended June 30,
	2013			2012			% Change			2013			2012			% Change
Research and development expenses	$	20,397		$	17,542		16.3		%	$	38,179		$	36,310		5.1		%
As a percent of total revenue	4.7		%	4.0		%	70	bps		4.5		%	4.2		%	30	bps

Research and development expenses relate to our investments in clinical studies and the development of new and enhanced products and therapies. Our research and development efforts include the development of new and synergistic technologies across the continuum of wound care, including tissue regeneration, preservation and repair, as well as new applications of negative pressure technology. Our research and development program is also leveraging our core understanding of biological tissues in order to develop biosurgery products in our LifeCell business.

Acquired Intangible Asset Amortization

In connection with the 2011 merger, we recorded $2.89 billion of identifiable intangible assets during the fourth quarter of 2011. During the second quarters of 2013 and 2012, we recorded $46.5 million and $53.8 million, respectively, of amortization expense associated with these acquired intangible assets. During the first six months of 2013 and 2012, we recorded $94.0 million and $122.5 million, respectively, of amortization expense associated with these acquired intangible assets.

Interest Expense

Interest expense decreased to $105.7 million and $213.7 million in the second quarter and first six months of 2013, respectively, compared to $117.3 million and $235.2 million in the comparable prior-year periods due to lower average debt balances at lower interest rates.

Foreign Currency Gain (Loss)

Foreign currency transaction losses were $7.8 million and $3.2 million during the second quarter and first six months of 2013, respectively, compared to gains of $17.0 million and $5.7 million in the prior-year periods. The revaluation of the Term D-1 EURO loan to U.S. dollars represented a foreign currency transaction loss of $5.5 million recorded during the second quarter of 2013 and a $4.3 million foreign currency transaction gain recorded during the first six months of 2013. The revaluation of the Term D-1 EURO loan to U.S. dollars represented $19.1 million and $9.2 million of the foreign currency transaction gains during the second quarter and first six months of 2012, respectively.

Derivative Instruments Gain (Loss)

Derivative instruments gains were $10.6 million and $10.0 million in the second quarter and first six months of 2013, respectively, compared to losses of $13.6 million and $19.9 million in the comparable prior-year periods due primarily to fluctuations in foreign exchange rates.

Loss from Discontinued Operations

Loss from discontinued operations, net of tax, was $0.6 million and $2.0 million during the second quarter and first six months of 2013, respectively, compared to $32,000 and $5.7 million during the corresponding periods of the prior year.

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LIQUIDITY AND CAPITAL RESOURCES

General

We require capital principally for working capital requirements, capital expenditures and debt service. Additionally, from time to time, we may use capital for acquisitions and other investing and financing activities. Working capital is required principally to finance accounts receivable and inventory. Our working capital requirements vary from period-to-period depending on manufacturing volumes, the timing of shipments and the payment cycles of our customers and payers.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Sources of Capital

Based upon the current level of operations, we believe our existing capital resources, as well as cash flows from operating activities and availability under our Revolving Credit Facility will be adequate to meet our anticipated cash requirements for at least the next twelve months. Cash flows related to discontinued operations were not material for the first six months of 2013 and 2012 and therefore have not been separately disclosed in the condensed consolidated statements of cash flows. We do not anticipate the absence of cash flows from discontinued operations to significantly affect our liquidity and capital resources. During the first six months of 2013 and 2012, our primary source of capital was cash from operations. The following table summarizes the net cash provided and used by operating activities, investing activities and financing activities (in thousands):

	Six months ended June 30,
	2013			2012
Net cash provided by operating activities	$	40,393		$	81,932
Net cash used by investing activities	(50,630		)	(49,360		)
Net cash used by financing activities	(75,620		)	(11,530		)
Effect of exchange rates changes on cash and cash equivalents	(1,676		)	(720		)
Net increase (decrease) in cash and cash equivalents	$	(87,533	)	$	20,322

As of June 30, 2013 and December 31, 2012, our principal sources of liquidity consisted of $295.6 million and $383.2 million, respectively, of cash and cash equivalents. We also had availability of $188.2 million and $188.5 million under our Revolving Credit Facility as of June 30, 2013 and December 31, 2012, respectively.

Capital Expenditures

During the first six months of 2013 and 2012, we made capital expenditures of $40.0 million and $47.2 million, respectively. Capital expenditures during the first six months of 2013 related primarily to expanding the rental fleet and information technology projects and purchases. Capital expenditures during the first six months of the prior year related primarily to expanding the rental fleet, the construction of our global headquarters building, and information technology projects and purchases.

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Senior Secured Credit Facility

The following table sets forth the amounts owed under the Senior Secured Credit Facility, the effective interest rates on such outstanding amounts, and the amount available for additional borrowing thereunder, as of June 30, 2013 (dollars in thousands):

Senior Secured Credit Facility	Maturity Date	Effective Interest Rate			Amount Outstanding (1)		Amount Available for Additional Borrowing
Senior Revolving Credit Facility	November 2016	—	%		$	—	$	188,153	(2)
Senior Dollar Term D-1 Credit Facility	May 2018	5.00	%	(3)	1,571,951		—
Senior Euro Term D-1 Credit Facility	May 2018	5.59	%	(3)	308,968		—
Senior Term D-2 Credit Facility	November 2016	4.54	%	(3)	314,911		—
Total					$	2,195,830	$	188,153

_____________________

(1) Amount outstanding includes the original issue discount.

(2) At June 30, 2013, the amount available under the Revolving Credit Facility reflected a reduction of $11.8 million of letters of credit issued by banks which are party to the Senior Secured Credit Facility. In addition, we have $4.6 million of letters of credit issued by a bank not party to the Senior Secured Credit Facility.

(3) The effective interest rate includes the effect of the original issue discount. Excluding the original issue discount, our nominal interest rate as of June 30, 2013 was 4.50% on the Senior Dollar Term D-1 Credit Facility, 4.75% on the Senior Euro Term D-1 Credit Facility and 4.00% on the Senior Term D-2 Credit Facility.

Senior Secured Credit Facility

On June 14, 2013, we entered into Amendment No. 2 to our senior credit facility. As a result of the amendment we created new classes of Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, having the same rights and obligations as the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans as set forth in the Credit Agreement and Loan Documents, except as revised by the amendment. In connection with the amendment, Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans were refinanced with Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, respectively. Amounts outstanding under the Dollar Term D-1 Loans, the Term D-2 Loans and the Revolving Credit Facility (other than swing-line loans and unreimbursed drawings on letters of credit) bear interest, at our option, at a rate equal to either the base rate or the eurocurrency rate, in each case plus an applicable margin. Amounts outstanding under the Euro Term D-1 Loans bear interest at the eurocurrency rate, and swing-line loans and unreimbursed drawings on letters of credit bear interest at the base rate. As a result of Amendment No.2, the new applicable margins are (i) for eurocurrency rate loans that are Dollar Term D-1 Loans, 3.50%, (ii) for base rate loans that are Dollar Term D-1 Loans, 2.50%, (iii) for eurocurrency rate loans that are Euro Term D-1 Loans, 3.75%, (iv) for base rate loans that are Euro Term D-1 Loans, 2.75%, (v) for eurocurrency rate loans that are Term D-2 Loans, 3.00%, and (vi) for base rate loans that are Term D-2 Loans, 2.00%. The Term D loans will have a eurocurrency rate floor of 1.00% and a base rate floor of 2.00%.

10.5% Second Lien Senior Secured Notes

In November 2011, we issued $1.75 billion aggregate principal amount of 10.5% Second Lien Notes due 2018. Interest on the 10.5% Second Lien Notes accrues at the rate of 10.50% per annum and is payable semi-annually in cash on each May 1 and November 1, beginning on May 1, 2012, to the persons who are registered holders at the close of business on April 15 and October 15 immediately preceding the applicable interest payment date. The 10.5% Second Lien Notes were issued at a discount resulting in an effective interest rate of 10.87%. Under the terms of the registration rights agreements entered into with respect to these notes, additional interest was accrued at a rate of 0.25% and 0.50% from November 4, 2012 to February 4, 2013 and February 5, 2013 to March 15, 2013, respectively, due to delays in the effectiveness of our registration statement.

12.5% Senior Unsecured Notes

In November 2011, we issued $750.0 million aggregate principal amount of senior 12.5% Unsecured Notes due 2019; $612.0 million of which are still outstanding. Interest on the 12.5% Unsecured Notes accrues at the rate of 12.50% per annum and is payable semi-annually in cash on each May 1 and November 1, beginning on May 1, 2012, to the persons who are registered holders at the close of business on April 15 and October 15 immediately preceding the applicable interest payment date. The12.5% Unsecured Notes were issued at a discount resulting in an effective interest rate of 12.62%. Under the terms of the registration rights agreements entered into with respect to these notes, additional interest was accrued at a rate of 0.25% and 0.50% from

36

November 4, 2012 to February 4, 2013 and February 5, 2013 to March 15, 2013, respectively, due to delays in the effectiveness of our registration statement.

Convertible Senior Notes

In 2008, we issued $690.0 million aggregate principal amount of 3.25% convertible senior notes due 2015.  The Convertible Notes are governed by the terms of an indenture dated as of April 21, 2008 (the “Convertible Notes Indenture”). As a result of the Merger, the holders of the Convertible Notes have the right to require us to repurchase some or all of their Convertible Notes as provided in the Convertible Notes Indenture. The repurchase price is the principal amount of the Convertible Notes plus accrued interest. As of June 30, 2013, $701,000 aggregate principal amount of the notes remained outstanding.

IBM Financing

In March 2013, KCI and LifeCell each entered into separate unsecured credit facilities with IBM Credit for the purpose of financing the purchase of information technology services and related hardware and software by KCI USA, Inc. and LifeCell, respectively, from IBM. The KCI IBM Facility and the LifeCell IBM Facility provide for borrowings in the maximum aggregate amount of $3.5 million and $3.7 million, respectively. Any advances thereunder would be made solely in the discretion of IBM Credit, and must be made, if at all, on or before October 31, 2013. Any advances under the IBM Facilities would be paid by IBM Credit directly to IBM as payment for the purchases from IBM. Amounts outstanding under the IBM Facilities bear interest at a rate equal to the one-month LIBOR rate plus a margin of 5.87% per annum. Interest on borrowings is payable monthly in arrears. Interest on all past due amounts accrues at 1.5% per month. Each individual advance made under the IBM Facilities amortizes in 24 equal monthly installments, with all remaining outstanding amounts becoming due on the final maturity date of October 31, 2015, or the earlier termination of the respective IBM Facility. We may terminate each of the IBM Facilities upon 90 days written notice to IBM Credit. At June 30, 2013, $2.5 million was outstanding under the IBM Facilities, and the resulting aggregate availability under the IBM Facilities was $4.7 million at June 30, 2013.

Covenants

As of June 30, 2013, we were in compliance with all covenants under our Senior Secured Credit Facility, 10.5% Second Lien Notes, 12.5% Unsecured Notes, the Convertible Notes and each of the IBM Facilities.

For further information on our long-term debt, see Note 6 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Interest Rate Protection

At June 30, 2013 and December 31, 2012, we had three interest rate swap agreements to convert $1.5 billion of our outstanding variable rate debt to a fixed rate basis. These agreements become effective on December 31, 2013. Once effective, the aggregate notional amount decreases quarterly by amounts ranging from $1.7 million to $56.4 million until maturity. As of June 30, 2013 and December 31, 2012, we had interest rate cap agreements with remaining notional amounts of $1.6 billion that effectively limits the eurocurrency rate to 2% on a portion of the borrowings under our Senior Secured Credit Facility. The aggregate notional amount will decrease quarterly by $5.4 million until maturity at December 31, 2013. Our interest rate protection agreements have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period.

For further information on our interest rate protection agreements, see Note 5 of the notes to the condensed consolidated financial statements.

Contractual Obligations

There have been no material changes, outside of the ordinary course of business, in our outstanding contractual obligations since December 31, 2012.

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OTHER MATTERS

We are party to lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims. We maintain multiple layers of product liability insurance coverage and we believe these policies and the amounts of coverage are appropriate and adequate. For additional discussion of our legal proceedings, see Note 6 of the notes to the condensed consolidated financial statements.

The U.S. and global economies continue to show signs of weakness. We believe the economic downturn may generally decrease hospital census and the demand for elective surgeries. Also, the global financial crisis, continuing high levels of unemployment and general economic uncertainties have made it more difficult and more expensive for hospitals and health systems to obtain credit which may contribute to pressures on their operating margins. We believe that rising unemployment reduces the number of individuals covered by private insurance which has resulted in a noticeable increase in our charity-care placements and may increase the cost of uncompensated care for hospitals. Higher unemployment may also result in a shift in reimbursement patterns as unemployed individuals switch from private plans to public plans such as Medicaid or Medicare. If the economic downturn persists and unemployment remains high or increases, any significant shift in coverage for the unemployed may have an unfavorable impact on our reimbursement mix and may result in a decrease in our overall average unit prices.

For the year ended December 31, 2012, U.S. Medicare placements of our NPWT products represented approximately 9.6% of our total revenue. In the future, KCI's revenue from U.S. Medicare placements of NPWT products is expected to be subject to Medicare’s durable medical equipment competitive bidding program. On January 30, 2013, Centers for Medicare and Medicaid Services (“CMS”) announced new reimbursement rates for Medicare patients in the home, which become effective July 1, 2013. This program resulted in an average reimbursement decline of 41% for NPWT across 91 major metropolitan areas, which represent approximately 40% of our U.S. Medicare Part B business. CMS's DME Competitive Bidding Round One Re-Compete program will impact an additional 9 areas, beginning January 1, 2014, with the potential for a similar reimbursement decline. Additionally, in March 2013, CMS announced that sequestration cuts of 2% will apply to all Medicare Part A and B fee-for-service payments, including items under Medicare competitive bidding contracts, beginning April 1, 2013. CMS will apply the 2% reduction to all claims after determining coinsurance and any applicable deductible and Medicare secondary payment adjustments. The impact on KCI's Medicare and Medicare Advantage business is estimated to be $2.8 million in 2013.

Critical Accounting Estimates

For a description of our critical accounting estimates, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under the heading Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates."

Recently Issued Accounting Standards

In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." The objective of this guidance is to clarify offsetting disclosures that apply to accounting for derivatives and hedging, including bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements and securities lending transactions. This guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

In January 2013, the FASB issued ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The objective of this guidance is to improve reporting of reclassifications out of accumulated other comprehensive income. The guidance does not change current requirements for reporting net income or other comprehensive income in financial statements. The guidance requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income by component, and present either in the income statement or notes, significant amounts reclassified by the respective line items of net income. For public entities, this guidance is effective for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including fluctuations in interest rates and variability in currency exchange rates. There have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. For a description of our policies, procedures and internal processes governing our management of market risk and the use of financial instruments to manage our exposure to such risk, please see our Annual Report for the fiscal year ended December 31, 2012 under the heading “Quantitative and Qualitative Disclosures About Market Risk.”

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Our management, with the participation of the Chief Executive Officer of KCI and LifeCell and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined by paragraph (d) of Rule 13a-15) under the Exchange Act, during the second fiscal quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Incorporate in this Item 1, by reference, are the legal proceedings described in note 7 of the notes to condensed consolidated financial statements included in this report under the heading "Commitments and Contingencies: Legal Proceedings."

ITEM 1A.RISK FACTORS

Except with respect to the following new risk factors described below, there have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

We may not recognize the benefits of the Systagenix Acquisition.

We may not realize the expected benefits of the Systagenix Acquisition because of integration difficulties and other challenges. The success of the Systagenix Acquisition will depend, in part, on our ability to realize all or some of the anticipated synergies and other benefits from integrating Systagenix's business with our existing businesses. The integration process may be complex, costly and time-consuming. The difficulties of integrating the operations of Systagenix's business include, among others:

•failure to implement our business plan for the combined business;

• unanticipated issues in integrating manufacturing, logistics, information, communications and other systems;

• possible inconsistencies in standards, controls, procedures and policies, and compensation structures between Systagenix's structure and our structure;

•failure to retain key customers and suppliers;

•unanticipated changes in applicable laws and regulations;

•failure to retain key employees;

•operating risks inherent in Systagenix's business and our business;

•unanticipated issues, expenses and liabilities; and

•unfamiliarity with operating in Europe.

We may not be able to maintain the levels of revenue, earnings or operating efficiency that each of KCI and Systagenix had achieved or might achieve separately. In addition, we may not accomplish the integration of Systagenix's business smoothly, successfully or within the anticipated costs or time frame. Moreover, the markets in which Systagenix operates may not experience the growth rates expected and any further economic downturn affecting Europe could negatively impact Systagenix's business. If we experience difficulties with the integration process or if the Systagenix business or the markets in which it operates deteriorate, the anticipated cost savings, growth opportunities and other synergies of the Systagenix Acquisition may not be realized fully, or at all, or may take longer to realize than expected. In such case, our business, financial condition and results of operations may be negatively impacted.

We face risks associated with the Share Purchase Agreement in connection with the Systagenix Acquisition.

In connection with the Systagenix Acquisition, we will be subject to substantially all the liabilities of Systagenix that are not satisfied on or prior to the closing date. There may be liabilities that we underestimated or did not discover in the course of performing our due diligence investigation of Systagenix. Under the Share Purchase Agreement, the Seller has agreed to provide us with a limited set of representations and warranties. Our sole remedy from the Seller for any breach of those representations and warranties is an action for indemnification. A portion of the purchase price will be held in escrow following the closing date to satisfy indemnification claims that we may have under the Share Purchase Agreement. In addition, we have agreed to take certain actions if required to obtain regulatory approvals, including dispositions of assets.

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ITEM 6.EXHIBITS

A list of all exhibits filed or included as part of this quarterly report on Form 10-Q is as follows:
Exhibit Number	Description
3.1	Declaration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.2	Certificate of Registration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.4 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.3	Amended and Restated Limited Partnership Agreement of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
*†10.1	Non-Employee Director Services Agreement dated May 27, 2013 by and among Chiron Guernsey Holdings L.P. Inc. and James G. Carlson
*†10.2	Chiron Guernsey Holdings L.P. Inc. Executive Equity Incentive Plan Profits Interest Unit Award Agreement between Chiron Guernsey Holdings L.P. Inc. and James G. Carlson dated May 27, 2013.
†31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 14, 2013.
†31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 14, 2013.
†32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 14, 2013.
	*    Compensatory arrangements for director(s) and/or executive officer(s).
	†      Exhibit filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas on August 14, 2013.

	CENTAUR GUERNSEY L.P. INC.
	(REGISTRANT)
Date: August 14, 2013	By:	/s/ Joseph F. Woody
		Joseph F. Woody
		Principal Executive Officer
		(Duly Authorized Officer)
Date: August 14, 2013	By:	/s/ Robert P. Hureau
		Robert P. Hureau
		Principal Financial Officer
		(Duly Authorized Officer)

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EXHIBITS

Exhibit Number	Description
3.1	Declaration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.2	Certificate of Registration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.4 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.3	Amended and Restated Limited Partnership Agreement of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
*†10.1	Non-Employee Director Services Agreement dated May 27, 2013 by and among Chiron Guernsey Holdings L.P. Inc. and James G. Carlson
*†10.2	Chiron Guernsey Holdings L.P. Inc. Executive Equity Incentive Plan Profits Interest Unit Award Agreement between Chiron Guernsey Holdings L.P. Inc. and James G. Carlson dated May 27, 2013.
†31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 14, 2013.
†31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 14, 2013.
†32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 14, 2013.
	*    Compensatory arrangements for director(s) and/or executive officer(s).
	†      Exhibit filed herewith.

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EX-10.1

NON-EMPLOYEE DIRECTOR SERVICES AGREEMENT

This NON-EMPLOYEE DIRECTOR SERVICES AGREEMENT (the “Agreement”) is dated as of May 27, 2013 (the “Effective Date”),by and among Chiron Holdings GP, Inc. (the “General Partner”), the general partner of Chiron Guernsey Holdings L.P. Inc. (the “Partnership”), of which Kinetic Concepts, Inc. and LifeCell Corporation are wholly-owned subsidiaries (the “Companies”), and James G. Carlson (“JC”).

The General Partner desires that the JC serve as a non-employee member of the Board of Directors of the General Partner (“Non-Employee Director”) and to enter into an agreement embodying the terms of such service arrangement; and

JC desires to accept such appointment as Non-Employee Director and enter into such an agreement.

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1.Term of Services. The parties hereto agree that JC shall serve as a Non-Employee Director commencing as of the Effective Date and continuing until December 31, 2013 (the “Service Term”); provided that the Service Term will be extended for an additional twelve months as of December 31, 2013 and as of each December 31 (each an “Extension Date”) thereafter unless either party gives the other written notice of non-extension at least 30 days prior to such Extension Date. While this Agreement is in effect, JC's service arrangement with the General Partner shall be at-will and, as such, may be terminated by JC or the General Partner at any time, for any reason and with or without advance notice, subject to the General Partner’s obligations set forth herein as provided in Section 6 and provided that JC shall give the Partnership 30 days advance written notice of any resignation.

2.Position.

During the Service Term, JC shall serve as a Non-Employee Director reporting directly to Board of Directors of the General Partner (the “Board”). In such position, JC shall have such duties and responsibilities as shall be reasonably determined from time to time by the Board. Such duties and responsibilities are expected to include:

(a) Attendance and contribution to 4 to 5 meetings of the Board annually, and, if requested by the Board, joining one or more committees of the Board. The Board meetings are each typically 1 to 2 days in duration. As of the Effective Date, JC has agreed to join the Compliance Committee of the Board;

(b) To be available to attend ad hoc meetings, either telephonically or face-to-face from time to time; and

(c) To serve as a sounding board and mentor to the Companies’ CEOs.

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3.Annual Compensation. During the Service Term, the Companies shall pay JC a service fee (“Service Fee”) at the annual rate of $120,000, payable in regular quarterly installments (in advance) in accordance with the Companies’ usual payment practices.

4.Status; Taxes.

a.Status. JC shall be a member of the Board, but shall not be an employee of the Companies or the General Partner and shall not be entitled to participate in any employee benefit plans or other benefits or conditions of employment available to employees of the Companies or their affiliates (other than the grant of profits interests under the Partnership’s Equity Incentive Plan (the “Equity Incentive Plan”) as separately documented under the applicable award agreement thereunder.

b.Taxes. It is intended that the compensation paid hereunder shall constitute revenues to JC. To the extent consistent with applicable law, the Companies will not withhold any amounts there from as federal income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act or any other state or federal laws. JC shall be solely responsible for the withholding and/or payment of any federal, state or local income or payroll taxes and shall hold the Companies, the General Partner and their respective officers, directors and employees harmless from any liability arising with respect to any taxes owing with respect to such compensation.

5.Business Expenses. During the Service Term, reasonable business expenses incurred by JC in the performance of JC’s duties hereunder shall be reimbursed by the Companies in accordance with existing policies.

6.Termination. (a) The Service Term and JC’s services as Non-Employee Director hereunder may be terminated by either party at any time and for any reason. Upon any such termination of Services JC shall be entitled to receive the following:

(A)unpaid Service Fee accrued through the date of termination;

(B)reimbursement for any unreimbursed business expenses properly incurred by JC in accordance with Company policy prior to the date of JC’s termination; and

(C)such fully vested and non-forfeitable rights, if any, as to which JC may be entitled in connection with the grant of profits interests under the Equity Incentive Plan as separately documented under the applicable award agreement thereunder.

b.Notice of Termination. Any purported termination of service by the Partnership or by JC (other than due to JC’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 9(g) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the circumstances of termination and, in the case of the Partnership, indicate whether such termination is with or without Cause.

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7.Restrictive Covenants. JC hereby agrees to the following restrictive covenants (“Restrictive Covenants”):

a.Confidentiality. JC acknowledges that he will have access to confidential matters of the Partnership and the Companies, including but not limited to, business plans, operational methods, financial information and projections, development, business plans, and policies, overhead and cost information, profit margins, and other sensitive information of the Companies or third parties, all of which are of vital importance to the Companies’ business (the “Confidential Matters”). The term "Confidential Matters" does not include information that is or becomes generally available to the public other than as a result of any disclosure by JC. JC agrees that during JC’s service relationship with the Partnership, and at all times thereafter, JC will keep secret all Confidential Matters and will not disclose them to anyone outside of the Partnership or the Companies or to otherwise use the Confidential Matters or JC’s knowledge of them for any purpose, except as required by law or court order or with prior written consent of the General Counsel of Kinetic Concepts, Inc.; provided, however, that JC may use the Confidential Matters for the benefit of the Companies to the extent such use is reasonably necessary to fulfill JC’s responsibilities in the ordinary course of business. JC agrees to deliver promptly to the Companies upon the termination of JC’s service for any reason, all property of the Companies, whether or not such property constitutes Confidential Matters, which JC may then possess or have under JC’s control, whether directly or indirectly.

b.Nonsolicitation.     JC agrees that during the term of JC’s service engagement with the Partnership and for a period of two (2) years thereafter, JC will not directly or indirectly: (i) influence or attempt to influence customers or suppliers of the Companies or their subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Companies or any subsidiary or affiliate; or (ii) solicit or attempt to solicit any of the employees, agents, or consultants of the Companies out of their employment, contractual, or other relationship with the Companies to work for any business, individual, partnership, firm, corporation, or other entity then in competition or planning to be in competition with the business of the Companies or any subsidiaries or affiliates.

c.Non-Competition.     During the term of JC’s service and for a period of two (2) years from the termination of such service relationship for any reason, JC will not (whether for compensation or otherwise), alone or as an officer, director, stockholder (except for investments in securities of publicly traded companies that are not in excess of one percent (1%) of such entity's securities), partner, employee, agent, principal, or in any other similar capacity, participate with or become associated with any person or other entity that is engaged in a business that competes directly with the businesses of the Companies (a “Competitive Business”). In particular, JC understands that for a period of two (2) years from the date of termination of JC’s service, JC may not perform services for Smith & Nephew plc or any of its subsidiaries.

d.Remedies for Breach.     If JC breaches or threatens to breach any of the provisions of this Section 7, the Partnership shall have the right to an injunction restraining such breach or threatened breach and to have the provisions of this Section 7 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Partnership and the

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Companies and that money damages will not provide an adequate remedy, and that no bond or other security shall be required in obtaining such equitable relief.

e.Severability. If one or more of the provisions in this Section 7 shall be held to be invalid or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Section 7 shall be held to be invalid or unenforceable, they shall be construed by limiting or reducing them so as to be enforceable to the maximum extent allowed by applicable law

8.Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with JC’s service, JC and the Partnership agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, JC’s service with the Partnership, or the termination of JC’s service, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Antonio, Texas conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures for employment disputes. By agreeing to this arbitration procedure, both JC and the Partnership waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. JC will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (1) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (2) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The Partnership and JC shall share equally all JAMS arbitration fees. Each party agrees to pay its own attorneys’ fees, unless statutory law provides for fee shifting; however, the prevailing party in any arbitration will be entitled to seek an award of attorneys fees and costs from the arbitrator. Nothing in this Agreement shall prevent either JC or the Partnership from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

9.Miscellaneous.

a.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of laws principles thereof.

b.Entire Agreement/Amendments. This Agreement, together with the the applicable award agreement under the Equity Incentive Plan, contains the entire understanding of the parties with respect to the service of JC by the Partnership and supersedes any prior agreements or understandings (including verbal agreements) between the parties relating to the subject matter of this agreement, including, without limitation, the offer letter dated May 15, 2013 and any prior employment agreements, service agreements or terms summaries. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

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c.No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

d.Assignment. This Agreement, and all of JC’s rights and duties hereunder, shall not be assignable or delegable by JC. Any purported assignment or delegation by JC in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Partnership to a person which is an affiliate or a successor in interest to substantially all of the business operations of the Partnership. Upon such assignment, the rights and obligations of the Partnership hereunder shall become the rights and obligations of such affiliate or successor person.

e.Compliance with IRC Section 409A.

(i)The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”) are intended to comply with Section 409A, and this Agreement shall be administered, interpreted and construed to the extent possible in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A; provided that Partnership does not guarantee any particular tax effect, and JC shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of JC in connection with the Agreement (including any taxes, penalties and interest under Section 409A).

(ii)For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6.

(iii)With respect to the time of payments of any amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of employment”, “termination of services” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A.

(iv)For the avoidance of doubt, it is intended that any expense reimbursement made hereunder shall be exempt from Section 409A. Such requests for reimbursement shall be made by executive within 90 days following incurrence of the expense and reimbursement shall be made by the Company within 60 days following submission thereof.

f.Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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g.Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after they have been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Companies or the General Partner:

Kinetic Concepts, Inc.
12930 I-H 10 West
San Antonio, TX 78249

Attention: General Counsel

If to JC:

1116 Caton Drive,

Virginia Beach, VA 23454

h.Cooperation. JC shall provide JC’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during JC’s services to the General Partner, the Company or their affiliates. The Company shall reimburse JC for reasonable expenses he incurs as a result of such cooperation. This provision shall survive any termination of this Agreement.

i.Withholding Taxes. Subject to Section 4(b), the Company may deduct and withhold from any amounts payable under this Agreement such Federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.

j.Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

k.Representations of JC. JC hereby represents to the Partnership that the execution and delivery of this Agreement by the parties hereto and the performance by JC of JC’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement, service agreement or other agreement or policy to which JC is a party or otherwise bound.

l.Confidentiality. Except as required by applicable law, neither party shall (for any reason), directly or indirectly, for himself or itself, as the case may be, or on behalf of any other person or entity, disclose to any person or entity (except to employees or representatives of that party or spouse, legal or financial advisors, as applicable, who need to know such information and who agree to keep such information confidential), the terms of this Agreement.

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m.Survival. The covenants and agreements of the parties set forth in Sections 6, 7, 8, and 9 are of a continuing nature and shall survive the expiration, termination or cancellation of this Agreement, regardless of the reason therefore and in a manner consistent with the applicable section or subsection.

[Remainder of page intentionally left blank;

signature page follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CHIRON HOLDINGS GP, INC.

/s/ William J. Gumina                

By: William J. Gumina

Title: President and CEO

James G. Carlson

/s/ James G. Carlson                

[Signature Page to Non-Employee Director Services Agreement]

EX-10.2

CHIRON GUERNSEY HOLDINGS L.P. INC.

EXECUTIVE EQUITY INCENTIVE PLANPROFITS INTEREST UNIT AWARD AGREEMENT

This Profits Interest Unit Award Agreement (this “Agreement”), is made as of May 27, 2013 (the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and James G. Carlson (the “Participant”):

RECITALS:

WHEREAS, the Partnership has adopted the Chiron Guernsey Holdings L.P. Inc. Executive Equity Incentive Plan, as amended from time to time (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement (capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan or in the LP Agreement, as applicable);

WHEREAS, the Participant provides services to the Partnership or an Affiliate thereof;

WHEREAS, the Participant has agreed to pay the Partnership $0.01 in the aggregate pursuant to Guernsey Law in consideration for the award of Profits Interest Units set forth herein, the receipt of which is hereby acknowledged;

WHEREAS, the General Partner has determined that it would be in the best interests of the Partnership to make the award of Profits Interest Units provided for herein to the Participant pursuant to the Plan and the terms set forth herein; and

WHEREAS, the award set forth herein is designed to compensate the Participant for his time and commitment in the performance of services to the Partnership or an Affiliate thereof by providing the Participant with a share of the appreciation and profits of the Partnership with respect to periods beginning after the date hereof.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.Award of Profits Interest Units.

(a)Profits Interest Units. Subject to the terms and conditions of this Agreement and the Plan, the Partnership hereby grants to the Participant an award of 71,327 Profits Interest Units, with a Distribution Threshold of $7.49, in each case subject

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to adjustment as set forth in the Plan and this Agreement. The Profits Interest Units shall vest in accordance with Section 2 of this Agreement.

(b)Distributions. Distributions in respect of Profits Interest Units shall be made to the Participant in accordance with the provisions of the LP Agreement.

2.Vesting. Except as provided in Section 4, the Profits Interest Units granted to the Participant shall vest as follows:

(a)Time Vesting Units: With respect to 50% of the Profits Interest Units subject to this Agreement (the “Time Vesting Units”), subject to a Participant’s continued service as a non-employee director (“Service”) under the Services Agreement between the Participant and Chiron Holdings GP, Inc. through the applicable vesting date, 25% of the Time Vesting Units will cliff vest on the first anniversary of the Date of Grant and the remaining 75% of the Time Vesting Units will then vest ratably on a quarterly basis (e.g., every 3 months thereafter) over the following 12 quarters (36 months) thereafter (therefore, in normal course, the Time Vesting Units will fully vest over the four years from the Date of Grant). All Time Vesting Units, not previously forfeited, (subject to Section 4(a)), will vest upon the consummation of a Change of Control.

(b)Performance Vesting Units: With respect to the remaining 50% of the Profits Interest Units subject to this Agreement (the “Performance Vesting Units”), the Performance Vesting Units will vest as follows, subject to a Participant’s continued Service through the applicable vesting date (except as otherwise provided in Section 3 or 4 below):

◦ 1/3 of the Performance Vesting Units will vest upon the later of (x) the Sponsors receiving aggregate cash amounts representing a multiple of cumulative Sponsor invested capital (excluding, for the avoidance of doubt, any Participant investments in Class A-2 Interests of the Partnership) (“MOIC”) equal to 1.5x and (y) the occurrence of a Change of Control, an Initial Public Offering or a Qualifying Leveraged Recapitalization (as defined below);

◦ 1/3 of the Performance Vesting Units will vest upon the later of (x) the Sponsors receiving aggregate cash amounts representing a MOIC equal to 2.0x and (y) (if not having previously occurred) the occurrence of a Change of Control, an Initial Public Offering or a Qualifying Leveraged Recapitalization; and

◦ 1/3 of the Performance Vesting Units will vest upon the later of (x) the Sponsors receiving aggregate cash amounts representing a MOIC equal to 2.5x and (y) (if not having previously occurred) the occurrence of a Change of Control, an Initial Public Offering or a Qualifying Leveraged Recapitalization.

The General Partner shall determine what MOIC, if any, is attained in respect of the aggregate cash amounts received by the Sponsors.

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If not previously forfeited, unvested Performance Vesting Units shall be forfeited upon the final disposition by the Sponsors of all their Class A-1 Interests of the Partnership.

For purposes of calculating MOIC, Marketable Securities shall be treated as cash.

“Qualifying Leveraged Recapitalization” shall mean one or more leveraged recapitalizations of the Partnership resulting in aggregate distributions to the Partners in an amount equivalent to a MOIC of 1.5x.

3.General Termination of Service Provisions:

(a)All vesting of Profits Interest Units will cease immediately upon a Participant no longer providing Service to the Employer for any reason other than due to termination by the Employer without Cause or resignation by the Participant for Good Reason, and in such case all unvested Profits Interest Units will be automatically canceled without consideration and forfeited on such date.

(b)Termination without Cause or by the Participant for Good Reason: Subject to the provisions of Section 4, all vesting of Profits Interest Units will cease immediately upon a Participant’s termination of Service by the Employer without Cause or by the Participant for Good Reason and all unvested Profits Interest Units will be automatically cancelled without consideration and forfeited on such date except that (i) with respect to Time Vesting Interests, the Participant will vest with respect what would have vested on the next scheduled vesting date (e.g., 25% in the event of termination prior to the first anniversary or what would have vested on the next quarterly vesting date in the case of a termination after the first anniversary) and (ii) with respect to Performance Vesting Interests (except for certain Transition Terminations in connection with a Divestiture (as described in Section 4)), in the event that a transaction or transactions occur within the 6 month period following such a termination of Service which would have resulted in vesting of any portion of the Performance Vesting Interests, the Participant shall be deemed vested in those interests.

4.Special Vesting Provisions

(a)Change of Control: All Time Vesting Interests, not previously forfeited, will vest upon the consummation of a Change of Control. In the event a Change of Control occurs within 105 days following a Participant’s termination of Service by the Employer without Cause or by the Participant for Good Reason, the Participant shall be deemed to vest in all of his or her Time Vesting Interests (i.e., disregarding the prior termination of Service for such purposes)

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(b)Required Sale. In addition, in the event of a Required Sale (as defined in the LP Agreement) which is made applicable to the Performance Vesting Units pursuant to Section 4.5 of the LP Agreement, the Performance Vesting Units shall, to the extent not previously vested, vest based upon the MOIC implied by the Change of Control to which such Required Sale relates (assuming for such purpose only that the Partners received a distribution with respect to the sale of all of their then remaining Class A Interests at the price per Class A Interest received in connection with such Change of Control).

5.Rights as Holder of Profits Interest Units. The Participant shall be the record owner of the Profits Interest Units granted hereunder unless and until such Profits Interest Units are forfeited pursuant to Section 3 or 4, repurchased pursuant to Section VI(F) of the Plan or Section 10 hereof or transferred in accordance with Section 7, and as record owner shall be entitled to all rights of a holder of Profits Interest Units; provided, that the Profits Interest Units shall be subject to the limitations on transfer and encumbrance set forth in this Agreement, the Plan and the LP Agreement.

6.Investment Intent; Other Representations of Participant.

(a)Investment Intent. The Participant hereby represents and warrants that the Profits Interest Units must be held for investment purposes and are not being received with a view to distribution thereof, and covenants and agrees to make such other reasonable and customary representations as requested by the Partnership regarding matters relevant to compliance with applicable securities laws as are deemed necessary by counsel to the Partnership; and

(b)No Reliance on the Partnership. In making his or her investment decision with respect to the receipt of the Profits Interest Units, the Participant has not relied upon the Partnership or any of its Affiliates, or any representative thereof for any advice of any sort, including, but not limited to tax or securities law advice.

7.Transferability. The Participant may Transfer, directly or indirectly, any Profits Interest Unit or any interest in any Profits Interest Unit only with the prior written consent of the General Partner, which consent shall be withheld or granted in the sole discretion of the General Partner, or as otherwise expressly permitted or required under the LP Agreement. Any purported assignment, transfer or grant by the Participant, directly or indirectly, of any Profits Interest Unit or any interest in any Profits Interest Unit which is made without such prior written consent or pursuant to the terms of the LP Agreement shall be entirely null and void, ab initio.

8.Section 83(b) Election and Certain Related Income Tax Considerations. As a condition subsequent to the issuance of the Profits Interest Units pursuant to this Agreement, the Participant shall execute and deliver to the Partnership, the entity to whom the Participant provides services and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). The Participant hereby acknowledges that (x) the Partnership has not provided, and is not

5

hereby providing, the Participant with tax advice regarding the 83(b) Election and has urged the Participant to consult the Participant’s own tax advisor with respect to the income taxation consequences thereof, and (y) the Partnership has not advised the Participant to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to the Participant if the actual fair market value of the Profits Interest Units on the date hereof exceeds the amount specified in the 83(b) Election.

9.Becoming a Partner of The Partnership; No Access to Information Regarding The Partnership. As a further condition to the issuance of the Profits Interest Units pursuant to this Agreement, the Participant shall execute and deliver to the Partnership a copy of the LP Agreement, together with such other documents as the General Partner may require, evidencing such Participant’s status as a “Partner” (as defined in the LP Agreement) of the Partnership. Notwithstanding the Participant’s status as a Partner of the Partnership, the Participant shall have no right, solely by virtue of holding a Profits Interest Unit, to (a) examine the books and records of or any other information of the Partnership or (b) obtain any information about the identities of the other Partners of the Partnership (or of the size or nature of such other Partners’ interests in the Partnership).

10.General Partner Right to Repurchase Profits Interest Units on Termination of Service/Limited Put Rights.

(a)The Profits Interest Units are subject to the Partnership’s right of repurchase pursuant to Section VI (F) of the Plan. In addition, the Participant (or the Participant’s legal representative in the event of the Participant’s death) shall have the right, but not the obligation, to require the Issuer to purchase their Profits Interest Units at Fair Market Value in the event of the Participant’s death or termination of Service due to Disability, determined as of the date of exercise of such right (which shall constitute a Put Right) provided that (i) such Put Right may only be exercised within 90 days following such death or termination due to Disability, (ii) the maximum dollar value of Profits Interest that the Issuer will be required to purchase from the Participant or their estate shall be $5,000,000 in any single calendar year and (iii) in no event shall the Issuer be obligated to purchase more than $20,000,000 worth of Profits Interest Units from all Participants as a group due to exercise of a Put Right on death or termination due to Disability in any single calendar year; provided that, to the extent limited as provided above, any portion of the Profits Interest not purchased as a result of such limitation shall be subject to a subsequent Put Right to the extent permitted under clauses (ii) and (iii) and, to the extent not permitted, when such limitations would no longer prohibit exercise of such Put Rights. Any Profits Interest Units not repurchased pursuant to such Put Right shall remain subject to the General Partner’s right of repurchase under Section VI(F) of the Plan and to the extent not so repurchased shall thereafter remain outstanding to the Participant (or legal representative), subject to the LP Agreement.

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(b)Notwithstanding the foregoing, if the Participant exercises a Put Right, the Participant shall have the right to rescind the exercise of such Put Right within five (5) days following the General Partner’s notice to the Partnership of its determination of the Fair Market Value of the Profits Interest Units subject to the Put Right or, in the event the Participant has exercised its right to a Third Party Valuation within five (5) days following its receipt of the General Partner’s notice of the determination of Fair Market Value, within five (5) days following the receipt of the Third Party Valuation.

11.LP Agreement. Neither the adoption of the Plan nor the grant of any Profits Interest Units pursuant to this Agreement shall restrict in any way the adoption of any amendment to the LP Agreement in accordance with the terms of such agreement.

12.Notices. Any notice necessary under this Agreement shall be addressed to the Partnership at the principal executive office of the Partnership and to the Participant at the address appearing in the personnel records of the Partnership (or one of the Partnership’s Affiliates) for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

13.Choice of Law; Forum. ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO HEREBY (I) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE OF DELAWARE FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT; (II) AGREES THAT THE SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PERSON’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF DELAWARE WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION AS SET FORTH HEREIN IN THE IMMEDIATELY PRECEDING CLAUSE (I); AND (III) IRREVOCABLY AND UNCONDITIONALLY WAIVES (AND AGREES NOT TO PLEAD OR CLAIM) ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF DELAWARE, OR THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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14.WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER AGREEMENTS AND INSTRUMENTS DELIVERED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

15.Profits Interest Units Subject to Plan and LP Agreement. By entering into this Agreement the Participant agrees and acknowledges that (i) the Participant has received and read a copy of the Plan and the LP Agreement and (ii) the Profits Interest Units are subject to the Plan and the LP Agreement, the terms and provisions of such Plan and LP Agreement are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein or therein, the LP Agreement shall govern and prevail, and then in decreasing order of seniority, the Plan and lastly, this Agreement.

16.Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

17.Definitional Provisions. Defined terms used in this Agreement in the singular shall import the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Sections shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Any statute or laws defined or referred to herein shall include any rules, regulations or forms promulgated thereunder from time to time and as from time to time amended, modified or supplemented, including by succession of successor rules, regulations or forms. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Any reference to the number of Profits Interest Units means such Profits Interest Units as appropriately adjusted to give effect to any share combinations, restructuring or other capitalizations of the Partnership or its capital structure. Any reference herein to the holder of a particular class or series of Profits Interest Units shall be a reference to such

8

Person solely in its capacity as a holder of that particular class or series of such Profits Interest Units.

18.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

CHIRON GUERNSEY HOLDINGS L.P. INC.
By: Chiron Holdings GP, Inc., its General Partner

By: /s/ William J. Gumina    

William J. Gumina, President

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

JAMES G. CARLSON

/s/ James G. Carlson    

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

(PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Joseph F. Woody, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Centaur Guernsey L.P. Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

   (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

   (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

   (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:       August 14, 2013

 /s/ Joseph F. Woody

Joseph F. Woody

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

(PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Robert P. Hureau, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Centaur Guernsey L.P. Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

   (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

   (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

   (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:   August 14, 2013

 /s/ Robert P. Hureau

Robert P. Hureau

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

     In connection with the Quarterly Report of Centaur Guernsey L.P. Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Joseph F. Woody, as Chief Executive Officer of the Company and Robert P. Hureau, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, to the best of their knowledge, respectively, that (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2013

 /s/ Joseph F. Woody

Joseph F. Woody

Chief Executive Officer

 /s/ Robert P. Hureau

Robert P. Hureau

Chief Financial Officer

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “the Codification”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, financial position and cash flows in conformity with GAAP. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our results for the interim periods presented. Certain prior period amounts have been reclassified to conform to the 2013 presentation.

On August 15, 2012, KCI announced that it had entered into an asset purchase agreement with Getinge for the sale of KCI's Therapeutic Support Systems ("TSS") business (the “Agreement”). The transaction closed on November 8, 2012. The final adjusted purchase price paid by Getinge to KCI was $241.5 million. Under the terms of the Agreement, Getinge offered employment to TSS employees and we agreed to provide transition services to Getinge after the close of the transaction. In accordance with the Codification, depreciation and amortization of the long-lived assets subject to the Agreement ceased as of August 15, 2012. Additionally, the results of the operations subject to the Agreement, excluding the allocation of general corporate overhead, are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

The Company has two reportable operating segments which correspond to our two global businesses: KCI and LifeCell Corporation ("LifeCell"). We have two primary geographic regions for which we provide supplemental information: the Americas, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised of Europe, the Middle East, Africa and the Asia Pacific region.

The condensed consolidated financial statements appearing in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Derivative Financial Instruments and Fair Value Measurements

Derivative Financial Instruments and Fair Value Measurements

We use derivative financial instruments to manage the economic impact of fluctuations in interest rates. We do not use financial instruments for speculative or trading purposes. Periodically, we enter into interest rate protection agreements to modify the interest characteristics of our outstanding debt. Our interest rate derivatives have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period.

We also use derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on our intercompany balances and corresponding cash flows and to manage our transactional currency exposures when our foreign subsidiaries enter into transactions denominated in currencies other than their local currency. We enter into foreign currency exchange contracts to manage these economic risks. These contracts are not designated as hedges; as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. Although we use master netting agreements with our derivative counterparties, we do not offset derivative asset and liability positions in the condensed consolidated balance sheets.

All derivative instruments are recorded on the balance sheets at fair value. The fair values of our interest rate derivatives and foreign currency exchange contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly-quoted markets, which represent level 2 inputs as defined by the Codification.

Concentration of Credit Risk

Concentration of Credit Risk

We have a concentration of credit risk with financial institutions related to our derivative instruments. As of June 30, 2013, Morgan Stanley, UBS and HSBC were the counterparties on our interest rate protection agreements consisting of interest rate swap and cap agreements in notional amounts totaling $1.033 billion each. We use master netting agreements with our derivative counterparties to reduce our risk and use multiple counterparties to reduce our concentration of credit risk.

We maintain cash and cash equivalents with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits bear minimal credit risk as they are maintained at financial institutions of reputable credit and generally may be redeemed upon demand.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." The objective of this guidance is to clarify offsetting disclosures that apply to accounting for derivatives and hedging, including bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements and securities lending transactions. This guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

In January 2013, the FASB issued ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The objective of this guidance is to improve reporting of reclassifications out of accumulated other comprehensive income. The guidance does not change current requirements for reporting net income or other comprehensive income in financial statements. The guidance requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income by component, and present either in the income statement or notes, significant amounts reclassified by the respective line items of net income. For public entities, this guidance is effective for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Identifiable Intangible Assets

Identifiable intangible assets include developed technology, in process research and development, customer relationships, tradenames and patents. When it is determined that the carrying value of identifiable intangible assets may not be recoverable based upon the existence of one or more indicators of impairment, the measurement of any impairment is determined and the carrying value is reduced as appropriate.

Other Significant Accounting Policies

Other Significant Accounting Policies

For further information on our significant accounting policies, see Note 1 of the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net loss	$ (62,575)	$ (54,634)	$ (107,362)	$ (145,312)
Unrealized investment gain, net of tax expense of $385 and $1,075 in 2013	614	0	1,716	0
Foreign currency translation adjustment, net of tax benefit of $171 and $559 in 2013 and $266 and $274 in 2012	(2,359)	(9,941)	(4,135)	(3,184)
Total comprehensive income (loss)	$ (64,320)	$ (64,575)	$ (109,781)	$ (148,496)

XML

Long-Term Debt

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Senior Dollar Term D-1 Credit Facility (1) – due 2018	$	1,605,632		$	1,613,700
Senior Euro Term D-1 Credit Facility (1) – due 2018	320,264			327,022
Senior Term D-2 Credit Facility (1) – due 2016	320,141			321,750
10.5% Second Lien Senior Secured Notes due 2018	1,750,000			1,750,000
12.5% Senior Unsecured Notes due 2019	612,000			650,000
3.25% Convertible Senior Notes due 2015	701			701
IBM Financing	2,465			—
Notional amount of debt	4,611,203			4,663,173
Senior Dollar Term D-1 Credit Facility Discount, net of accretion	(33,681		)	(33,840		)
Senior Euro Term D-1 Credit Facility Discount, net of accretion	(11,296		)	(13,353		)
Senior Term D-2 Credit Facility Discount, net of accretion	(5,230		)	(7,064		)
Second Lien Senior Secured Notes Discount, net of accretion	(26,073		)	(27,827		)
Senior Unsecured Notes Discount, net of accretion	(3,195		)	(3,594		)
Net discount on debt	(79,475		)	(85,678		)
Total debt, net of discount	4,531,728			4,577,495
Less:  Current installments	(24,653		)	(23,383		)
	$	4,507,075		$	4,554,112

_____________________________

(1) On June 14, 2013, we entered into Amendment No. 2 to our senior secured credit facility. As a result of the amendment we created new classes of Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, having the same rights and obligations as the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans as set forth in the Credit Agreement and Loan Documents, except as revised by the amendment.

Senior Secured Credit Facility

Our senior secured credit facility (the “Senior Secured Credit Facility”) includes a $200 million revolving credit facility (the “Revolving Credit Facility”). Amounts available under the Revolving Credit Facility are available for borrowing and reborrowing until maturity. At June 30, 2013 and December 31, 2012, no revolving credit loans were outstanding and we had outstanding letters of credit issued by banks which are party to the Senior Secured Credit Facility of $11.8 million and $11.5 million, respectively. In addition, we had $4.6 million and $4.6 million of letters of credit issued by a bank not party to the Senior Secured Credit Facility as of June 30, 2013 and December 31, 2012, respectively. The capacity of the Revolving Credit Facility is reduced for the $11.8 million and $11.5 million of letters of credit issued by banks which are party to the Senior Secured Credit Facility as of June 30, 2013 and December 31, 2012, respectively. The resulting availability under the Revolving Credit Facility was $188.2 million and $188.5 million at June 30, 2013 and December 31, 2012, respectively. Commitment fees accrue at a rate of 0.375% on the amounts available under the Revolving Credit Facility.

On June 14, 2013, we entered into Amendment No. 2 to our Senior Secured Credit Facility ("Amendment No. 2"). As a result of the amendment we created new classes of Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, having the same rights and obligations as the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans as set forth in the Credit Agreement and Loan Documents, except as revised by the amendment. In connection with the amendment, Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans were refinanced with Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, respectively.

Interest. Amounts outstanding under the Dollar Term D-1 Loans, the Term D-2 Loans and the Revolving Credit Facility (other than swing-line loans and unreimbursed drawings on letters of credit) bear interest, at our option, at a rate equal to either the base rate or the eurocurrency rate, in each case plus an applicable margin. Amounts outstanding under the Euro Term D-1 Loans bear interest at the eurocurrency rate, and swing-line loans and unreimbursed drawings on letters of credit bear interest at the base rate. As a result of Amendment No. 2, the new applicable margins are (i) for eurocurrency rate loans that are Dollar Term D-1 Loans, 3.50%, (ii) for base rate loans that are Dollar Term D-1 Loans, 2.50%, (iii) for eurocurrency rate loans that are Euro Term D-1 Loans, 3.75%, (iv) for base rate loans that are Euro Term D-1 Loans, 2.75%, (v) for eurocurrency rate loans that are Term D-2 Loans, 3.00%, and (vi) for base rate loans that are Term D-2 Loans, 2.00%. The Term D loans will have a eurocurrency rate floor of 1.00% and a base rate floor of 2.00%.

10.5% Second Lien Senior Secured Notes and 12.5% Senior Unsecured Notes

As required upon the closing of our 10.5% Second Lien Senior Secured Notes due 2018 (“10.5% Second Lien Notes”) and the 12.5% Senior Unsecured Notes due 2019 (“12.5% Unsecured Notes”), we have entered into registration rights agreements with respect to these notes. Pursuant to the terms of the registration rights agreements, we filed a registration statement (the “Registration Statement”) with respect to a registered exchange offer to exchange such notes for new notes with terms substantially identical in all material respects with the notes (except for the provisions relating to the transfer restrictions and payment of additional interest). On February 13, 2013, our Registration Statement was declared effective by the Securities and Exchange Commission (“SEC”), and our exchange offer was completed on March 15, 2013.

Because our Registration Statement was not declared effective by the SEC under the Securities Act and the exchange offer was not consummated within 365 days following the issuance of the notes (“Exchange Date”), and because we did not file a shelf registration statement covering resales of the notes within 30 days after the Exchange Date (each a “Notes Registration Default”), additional interest accrued on the aggregate principal amount of the notes from and including the date on which any such Notes Registration Default occurred to but excluding the date on which the Notes Registration Defaults were cured through the completion of the exchange offer. Under the terms of the registration rights agreements entered into with respect to these notes, additional interest was accrued at a rate of 0.25% and 0.50% from November 4, 2012 to February 4, 2013 and February 5, 2013 to March 15, 2013, respectively.

During the six months ended June 30, 2013, we repurchased $38.0 million in principal of our 12.5% Unsecured Notes.

IBM Financing

In March 2013, KCI and LifeCell each entered into separate unsecured credit facilities (the “KCI IBM Facility” and the “LifeCell IBM Facility”, respectively, and collectively the “IBM Facilities”) with IBM Credit LLC (“IBM Credit”) for the purpose of financing the purchase of information technology services and related hardware and software by KCI USA, Inc. and LifeCell, respectively, from International Business Machines Corporation (“IBM”). The KCI IBM Facility and the LifeCell IBM Facility provide for borrowings in the maximum aggregate amount of $3.5 million and $3.7 million, respectively. Any advances thereunder would be made solely in the discretion of IBM Credit, and must be made, if at all, on or before October 31, 2013. Any advances under the IBM Facilities would be paid by IBM Credit directly to IBM as payment for the purchases from IBM. At June 30, 2013, $2.5 million was outstanding under the IBM Facilities, and the resulting aggregate availability under the IBM Facilities was $4.7 million at June 30, 2013.

Interest. Amounts outstanding under the IBM Facilities bear interest at a rate equal to the one-month LIBOR rate plus a margin of 5.87% per annum. Interest on borrowings is payable monthly in arrears. Interest on all past due amounts accrues at 1.5% per month.

Maturity. Each individual advance made under the IBM Facilities amortizes in 24 equal monthly installments, with all remaining outstanding amounts becoming due on the final maturity date of October 31, 2015, or the earlier termination of the respective IBM Facility. We may terminate each of the IBM Facilities upon 90 days written notice to IBM Credit.

Voluntary Prepayments. We may prepay, in full or in part, borrowings under the IBM Facilities without premium or penalty. No amounts prepaid or repaid under the IBM Facilities may be reborrowed.

Representations. The IBM Facilities contain representations generally customary for similar facilities and transactions.

Covenants. The IBM Facilities contain covenants customary for similar facilities and transactions, including covenants to cause (under the KCI IBM Facility) KCI USA, Inc. to remain a wholly-owned subsidiary of KCI, and (under the LifeCell IBM Facility) to cause LifeCell and KCI USA, Inc. to remain wholly-owned subsidiaries of Centaur.

Events of Default. The IBM Facilities contain events of default generally customary for similar facilities and transactions.

Covenants

As of June 30, 2013, we were in compliance with all covenants under our Senior Secured Credit Facility, 10.5% Second Lien Notes, 12.5% Unsecured Notes, 3.25% Convertible Senior Notes due 2015 (“the Convertible Notes”) and each of the IBM Facilities.

For further information on our long-term debt, see Note 6 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

XML

Guarantor Condensed Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2013

Guarantor Condensed Consolidating Financial Statements [Abstract]

Guarantor and Non-Guarantor Balance Sheet

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

June 30, 2013

(in thousands)

(unaudited)

	Centaur Guernsey L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	172,872	$	—	$	122,347		$	—		$	295,617
Accounts receivable, net	—		178,329		59,932		108,349			—			346,610
Inventories, net	—		121,037		99,251		68,481			(137,873		)	150,896
Deferred income taxes	—		44,315		—		3,302			(47,617		)	—
Prepaid expenses and other	—		39,995		7,768		359,960			(349,852		)	57,871
Intercompany receivables	166		1,365,504		2,252,164		186,860			(3,804,694		)	—
Total current assets	564		1,922,052		2,419,115		849,299			(4,340,036		)	850,994
Net property, plant and equipment	—		278,660		80,848		193,567			(226,856		)	326,219
Debt issuance costs, net	—		106,959		—		—			—			106,959
Deferred income taxes	—		—		—		19,647			—			19,647
Goodwill	—		2,483,240		996,535		—			—			3,479,775
Identifiable intangible assets, net	—		399,961		1,996,717		164,873			—			2,561,551
Other non-current assets	—		381		186		94,750			(90,899		)	4,418
Intercompany loan receivables	—		790,000		372,504		—			(1,162,504		)	—
Intercompany investments	1,350,676		357,287		426,278		—			(2,134,241		)	—
	$	1,351,240	$	6,338,540	$	6,292,183	$	1,322,136		$	(7,954,536	)	$	7,349,563
Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	14,936	$	13,879	$	15,076		$	—		$	43,891
Accrued expenses and other	—		190,961		234,363		49,364			(184,332		)	290,356
Intercompany payables	3,932		772,620		2,511,956		516,186			(3,804,694		)	—
Current installments of long-term debt	—		23,576		1,077		—			—			24,653
Income taxes payable	—		2,140		—		(2,140		)	—			—
Deferred income taxes	—		—		80,779		—			(47,617		)	33,162
Total current liabilities	3,932		1,004,233		2,842,054		578,486			(4,036,643		)	392,062
Long-term debt, net of current installments and discount	—		4,506,199		876		—			—			4,507,075
Non-current tax liabilities	—		41,575		—		4,869			—			46,444
Deferred income taxes	—		121,837		847,651		53,720			—			1,023,208
Other non-current liabilities	160		32,074		380		1,012			—			33,626
Intercompany loan payables	—		370,921		790,000		1,583			(1,162,504		)	—
Total liabilities	4,092		6,076,839		4,480,961		639,670			(5,199,147		)	6,002,415
Total equity	1,347,148		261,701		1,811,222		682,466			(2,755,389		)	1,347,148
	$	1,351,240	$	6,338,540	$	6,292,183	$	1,322,136		$	(7,954,536	)	$	7,349,563

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

December 31, 2012

(in thousands)

	Centaur Guernsey L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	276,788		$	—	$	105,964	$	—		$	383,150
Accounts receivable, net	—		174,534			58,244		122,940		—			355,718
Inventories, net	—		94,345			71,676		60,635		(86,806		)	139,850
Deferred income taxes	—		38,451			—		3,642		(42,093		)	—
Prepaid expenses and other	—		25,083			6,591		294,437		(286,600		)	39,511
Intercompany receivables	166		1,337,915			2,149,981		147,473		(3,635,535		)	—
Total current assets	564		1,947,116			2,286,492		735,091		(4,051,034		)	918,229
Net property, plant and equipment	—		281,950			79,049		190,419		(162,936		)	388,482
Debt issuance costs, net	—		96,476			—		—		—			96,476
Deferred income taxes	—		—			—		20,003		—			20,003
Goodwill	—		2,483,240			996,535		—		—			3,479,775
Identifiable intangible assets, net	—		441,620			2,045,091		179,490		—			2,666,201
Other non-current assets	—		324			186		95,988		(90,900		)	5,598
Intercompany loan receivables	—		800,000			366,134		—		(1,166,134		)	—
Intercompany investments	1,459,261		302,027			409,702		—		(2,170,990		)	—
	$	1,459,825	$	6,352,753		$	6,183,189	$	1,220,991	$	(7,641,994	)	$	7,574,764
Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	17,869		$	13,093	$	10,008	$	—		$	40,970
Accrued expenses and other	—		172,356			236,838		62,226		(187,257		)	284,163
Intercompany payables	2,361		723,096			2,389,863		520,215		(3,635,535		)	—
Current installments of long-term debt	—		23,383			—		—		—			23,383
Income taxes payable	—		(1,452		)	—		1,452		—			—
Deferred income taxes	—		—			99,621		—		(42,093		)	57,528
Total current liabilities	2,361		935,252			2,739,415		593,901		(3,864,885		)	406,044
Long-term debt, net of current installments and discount	—		4,554,112			—		—		—			4,554,112
Non-current tax liabilities	—		36,711			—		7,754		—			44,465
Deferred income taxes	—		115,652			888,597		65,231		—			1,069,480
Other non-current liabilities	68		41,360			375		1,464		—			43,267
Intercompany loan payables	—		366,135			800,000		—		(1,166,135		)	—
Total liabilities	2,429		6,049,222			4,428,387		668,350		(5,031,020		)	6,117,368
Total equity	1,457,396		303,531			1,754,802		552,641		(2,610,974		)	1,457,396
	$	1,459,825	$	6,352,753		$	6,183,189	$	1,220,991	$	(7,641,994	)	$	7,574,764

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the three months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	155,244		$	1,013		$	33,988		$	—		$	190,245
Sales	—			74,428			196,572			160,448			(189,014		)	242,434
Total revenue	—			229,672			197,585			194,436			(189,014		)	432,679
Rental expenses	13			61,149			3,328			56,413			(30,521		)	90,382
Cost of sales	29			47,596			144,151			59,251			(191,702		)	59,325
Gross profit (loss)	(42		)	120,927			50,106			78,772			33,209			282,972
Selling, general and administrative expenses	621			120,228			47,902			36,291			(59		)	204,983
Research and development expenses	—			8,454			8,265			3,678			—			20,397
Acquired intangible asset amortization	—			20,414			18,088			7,959			—			46,461
Operating earnings (loss)	(663		)	(28,169		)	(24,149		)	30,844			33,268			11,131
Non-operating intercompany transactions	—			8,300			(101		)	(28,829		)	20,630			—
Interest income and other	—			18,510			3,063			40			(20,709		)	904
Interest expense	—			(108,622		)	(17,661		)	(84		)	20,709			(105,658		)
Loss on extinguishment of debt	—			(2,164		)	—			—			—			(2,164		)
Foreign currency loss	—			(5,943		)	(135		)	(1,694		)	—			(7,772		)
Derivative instruments loss	—			10,556			—			—			—			10,556
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(663		)	(107,532		)	(38,983		)	277			53,898			(93,003		)
Income tax benefit	—			(18,526		)	(8,917		)	(3,613		)	—			(31,056		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(663		)	(89,006		)	(30,066		)	3,890			53,898			(61,947		)
Equity in earnings (loss) of subsidiaries	(61,912		)	(25,033		)	4,540			—			82,405			—
Earnings (loss) from continuing operations	(62,575		)	(114,039		)	(25,526		)	3,890			136,303			(61,947		)
Earnings (loss) from discontinued operations, net of tax	—			(1,527		)	—			650			249			(628		)
Net earnings (loss)	$	(62,575	)	$	(115,566	)	$	(25,526	)	$	4,540		$	136,552		$	(62,575	)
Total comprehensive income (loss)	$	(64,320	)	$	(117,311	)	$	(27,271	)	$	2,795		$	141,787		$	(64,320	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the three months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	164,983		$	1,504		$	41,015		$	—		$	207,502
Sales	—			73,612			104,859			131,600			(79,458		)	230,613
Total revenue	—			238,595			106,363			172,615			(79,458		)	438,115
Rental expenses	1			78,988			1,349			67,088			(26,892		)	120,534
Cost of sales	18			37,533			37,654			59,051			(68,539		)	65,717
Gross profit (loss)	(19		)	122,074			67,360			46,476			15,973			251,864
Selling, general and administrative expenses	474			92,760			32,257			28,923			(686		)	153,728
Research and development expenses	—			6,309			8,930			2,303			—			17,542
Acquired intangible asset amortization	—			25,054			18,668			10,075			—			53,797
Operating earnings (loss)	(493		)	(2,049		)	7,505			5,175			16,659			26,797
Non-operating intercompany transactions	—			5,641			2,161			(12,210		)	4,408			—
Interest income and other	—			18,159			3,062			43			(21,238		)	26
Interest expense	—			(120,327		)	(18,175		)	(33		)	21,238			(117,297		)
Foreign currency gain (loss)	—			18,875			(50		)	(1,869		)	—			16,956
Derivative instruments loss	—			(13,582		)	—			—			—			(13,582		)
Loss from continuing operations before income tax benefit and equity in earnings loss of subsidiaries	(493		)	(93,283		)	(5,497		)	(8,894		)	21,067			(87,100		)
Income tax benefit	—			(22,346		)	(4,029		)	(6,123		)	—			(32,498		)
Loss from continuing operations before equity in loss of subsidiaries	(493		)	(70,937		)	(1,468		)	(2,771		)	21,067			(54,602		)
Equity in loss of subsidiaries	(54,141		)	(1,498		)	(3,506		)	—			59,145			—
Loss from continuing operations	(54,634		)	(72,435		)	(4,974		)	(2,771		)	80,212			(54,602		)
Earnings (loss) from discontinued operations, net of tax	—			(2,276		)	1,490			(735		)	1,489			(32		)
Net loss	$	(54,634	)	$	(74,711	)	$	(3,484	)	$	(3,506	)	$	81,701		$	(54,634	)
Total comprehensive loss	$	(64,575	)	$	(84,652	)	$	(13,425	)	$	(13,447	)	$	111,524		$	(64,575	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the six months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	305,712		$	3,253		$	69,443		$	—		$	378,408
Sales	—			143,637			416,255			322,348			(412,085		)	470,155
Total revenue	—			449,349			419,508			391,791			(412,085		)	848,563
Rental expenses	13			123,498			8,170			113,335			(57,283		)	187,733
Cost of sales	54			97,731			253,909			119,908			(356,046		)	115,556
Gross profit (loss)	(67		)	228,120			157,429			158,548			1,244			545,274
Selling, general and administrative expenses	1,129			202,656			92,565			70,254			(179		)	366,425
Research and development expenses	—			15,356			16,521			6,302			—			38,179
Acquired intangible asset amortization	—			41,651			36,367			15,989			—			94,007
Operating earnings (loss)	(1,196		)	(31,543		)	11,976			66,003			1,423			46,663
Non-operating intercompany transactions	—			60,252			58,754			(52,353		)	(66,653		)	—
Interest income and other	—			36,194			6,126			69			(41,327		)	1,062
Interest expense	—			(219,761		)	(35,218		)	(94		)	41,327			(213,746		)
Loss on extinguishment of debt	—			(2,164		)	—			—			—			(2,164		)
Foreign currency gain (loss)	—			5,480			(213		)	(8,464		)	—			(3,197		)
Derivative instruments gain	—			10,040			—			—			—			10,040
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(1,196		)	(141,502		)	41,425			5,161			(65,230		)	(161,342		)
Income tax benefit	—			(46,097		)	(4,183		)	(5,744		)	—			(56,024		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(1,196		)	(95,405		)	45,608			10,905			(65,230		)	(105,318		)
Equity in earnings (loss) of subsidiaries	(106,166		)	55,260			10,814			—			40,092			—
Earnings (loss) from continuing operations	(107,362		)	(40,145		)	56,422			10,905			(25,138		)	(105,318		)
Loss from discontinued operations, net of tax	—			(2,394		)	(2		)	(91		)	443			(2,044		)
Net earnings (loss)	$	(107,362	)	$	(42,539	)	$	56,420		$	10,814		$	(24,695	)	$	(107,362	)
Total comprehensive income (loss)	$	(109,781	)	$	(44,958	)	$	54,001		$	8,395		$	(17,438	)	$	(109,781	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the six months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	330,658		$	2,766		$	81,770		$	—		$	415,194
Sales	—			144,007			208,390			237,228			(134,171		)	455,454
Total revenue	—			474,665			211,156			318,998			(134,171		)	870,648
Rental expenses	2			164,242			2,562			139,496			(58,725		)	247,577
Cost of sales	36			107,029			74,751			116,546			(166,521		)	131,841
Gross profit (loss)	(38		)	203,394			133,843			62,956			91,075			491,230
Selling, general and administrative expenses	951			168,974			63,977			69,787			(686		)	303,003
Research and development expenses	—			13,954			17,699			4,657			—			36,310
Acquired intangible asset amortization	—			58,777			40,586			23,164			—			122,527
Operating earnings (loss)	(989		)	(38,311		)	11,581			(34,652		)	91,761			29,390
Non-operating intercompany transactions	—			66,374			128,312			(221,569		)	26,883			—
Interest income and other	—			36,728			6,125			82			(42,479		)	456
Interest expense	—			(241,251		)	(36,350		)	(65		)	42,479			(235,187		)
Foreign currency gain (loss)	—			9,121			148			(3,583		)	—			5,686
Derivative instruments gain (loss)	—			(19,894		)	—			—			—			(19,894		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(989		)	(187,233		)	109,816			(259,787		)	118,644			(219,549		)
Income tax expense (benefit)	—			(39,259		)	(30,952		)	(9,738		)	—			(79,949		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(989		)	(147,974		)	140,768			(250,049		)	118,644			(139,600		)
Equity in earnings (loss) of subsidiaries	(144,323		)	(102,498		)	(254,512		)	—			501,333			—
Earnings (loss) from continuing operations	(145,312		)	(250,472		)	(113,744		)	(250,049		)	619,977			(139,600		)
Earnings (loss) from discontinued operations, net of tax	—			(7,293		)	3,473			(4,463		)	2,571			(5,712		)
Net earnings (loss)	$	(145,312	)	$	(257,765	)	$	(110,271	)	$	(254,512	)	$	622,548		$	(145,312	)
Total comprehensive income (loss)	$	(148,496	)	$	(260,949	)	$	(113,455	)	$	(257,696	)	$	632,100		$	(148,496	)

Guarantor and Non-Guarantor Statement of Cash Flows

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(107,362	)	$	(42,539	)	$	56,420		$	10,814		$	(24,695	)	$	(107,362	)
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities	2,767			145,087			(12,136		)	(49,950		)	61,987			147,755
Net cash provided (used) by operating activities	(104,595		)	102,548			44,284			(39,136		)	37,292			40,393
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(90,855		)	(8,962		)	(67,434		)	119,179			(48,072		)
Increase in identifiable intangible assets and other non-current assets	—			(49		)	(2,375		)	(134		)	—			(2,558		)
Net cash provided (used) by investing activities	—			(90,904		)	(11,337		)	(67,568		)	119,179			(50,630		)
Cash flows from financing activities:
Distribution to limited partners	(1,572		)	—			—			—			—			(1,572		)
Repayments of long-term debt and capital lease obligations	—			(52,959		)	—			33			—			(52,926		)
Payment of debt issuance costs	—			(21,122		)	—			—			—			(21,122		)
Proceeds (payments) on intercompany loans	—			14,786			(16,371		)	1,585			—			—
Proceeds (payments) on intercompany investments	106,167			(56,265		)	(16,576		)	123,145			(156,471		)	—
Net cash provided (used) by financing activities	104,595			(115,560		)	(32,947		)	124,763			(156,471		)	(75,620		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1,676		)	—			(1,676		)
Net increase (decrease) in cash and cash equivalents	—			(103,916		)	—			16,383			—			(87,533		)
Cash and cash equivalents, beginning of period	398			276,788			—			105,964			—			383,150
Cash and cash equivalents, end of period	$	398		$	172,872		$	—		$	122,347		$	—		$	295,617

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net loss	$	(145,312	)	$	(257,765	)	$	(110,271	)	$	(254,512	)	$	622,548		$	(145,312	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities	989			202,310			(26,651		)	824,643			(774,047		)	227,244
Net cash provided (used) by operating activities	(144,323		)	(55,455		)	(136,922		)	570,131			(151,499		)	81,932
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(17,254		)	(12,796		)	(50,696		)	34,211			(46,535		)
Increase in identifiable intangible assets and other non-current assets	—			26			(2,962		)	110			1			(2,825		)
Net cash provided (used) by investing activities	—			(17,228		)	(15,758		)	(50,586		)	34,212			(49,360		)
Cash flows from financing activities:
Capital contributions from limited partners	239			—			—			—			—			239
Repayments of long-term debt and capital lease obligations	—			(8,300		)	—			(3		)	(3,355		)	(11,658		)
Proceeds (payments) on intercompany loans	—			(105,245		)	30,225			75,020			—			—
Payment of debt issuance costs	—			(111		)	—			—			—			(111		)
Proceeds (payments) on intercompany investments	144,084			225,223			122,455			(612,404		)	120,642			—
Net cash provided (used) by financing activities	144,323			111,567			152,680			(537,387		)	117,287			(11,530		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(720		)	—			(720		)
Net increase in cash and cash equivalents	—			38,884			—			(18,562		)	—			20,322
Cash and cash equivalents, beginning of period	411			142,652			—			72,363			—			215,426
Cash and cash equivalents, end of period	$	411		$	181,536		$	—		$	53,801		$	—		$	235,748

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Sale of Therapeutic Support Systems Assets (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Operating results of the TSS product portfolio included in discontinued operations

The operating results of the TSS product portfolio included in discontinued operations are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue	$	—		$	56,944		$	—		$	115,434
Loss before income tax benefit	$	(1,020	)	$	(52	)	$	(3,323	)	$	(9,288	)
Income tax benefit	$	(392	)	$	(20	)	$	(1,279	)	$	(3,576	)
Loss from discontinued operations, net of tax	$	(628	)	$	(32	)	$	(2,044	)	$	(5,712	)

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Guarantor Condensed Consolidating Financial Statements - Condensed Consolidated Cash Flow (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net loss	$ (107,362)	$ (145,312)
Adjustments to reconcile net earnings (loss) to net cash provided	147,755	227,244
Net cash provided (used) by operating activities	40,393	81,932
Cash flows from investing activities
Net additions to property, plant and equipment	(48,072)	(46,535)
Increase in identifiable intangible assets and other non-current assets	(2,558)	(2,825)
Net cash provided (used) by investing activities	(50,630)	(49,360)
Cash flows from financing activities:
Capital contributions from limited partners	0	239
Distribution to limited partners	(1,572)	0
Repayments of long-term debt and capital lease obligations	(52,926)	(11,658)
Payment of debt issuance costs	(21,122)	(111)
Proceeds (payments) on intercompany loans	0	0
Proceeds (payments) on intercompany investments	0	0
Net cash provided (used) by financing activities	(75,620)	(11,530)
Effect of exchange rate changes on cash and cash equivalents	(1,676)	(720)
Net increase (decrease) in cash and cash equivalents	(87,533)	20,322
Cash and cash equivalents, beginning of period	383,150	215,426
Cash and cash equivalents, end of period	295,617	235,748
Parent Company [Member]
Cash flows from operating activities:
Net loss	(107,362)	(145,312)
Adjustments to reconcile net earnings (loss) to net cash provided	2,767	989
Net cash provided (used) by operating activities	(104,595)	(144,323)
Cash flows from investing activities
Net additions to property, plant and equipment	0	0
Increase in identifiable intangible assets and other non-current assets	0	0
Net cash provided (used) by investing activities	0	0
Cash flows from financing activities:
Capital contributions from limited partners		239
Distribution to limited partners	(1,572)
Repayments of long-term debt and capital lease obligations	0	0
Payment of debt issuance costs	0	0
Proceeds (payments) on intercompany loans	0	0
Proceeds (payments) on intercompany investments	106,167	144,084
Net cash provided (used) by financing activities	104,595	144,323
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	398	411
Cash and cash equivalents, end of period	398	411
Kinetic Concepts, Inc. and KCI USA, Inc. Borrower [Member]
Cash flows from operating activities:
Net loss	(42,539)	(257,765)
Adjustments to reconcile net earnings (loss) to net cash provided	145,087	202,310
Net cash provided (used) by operating activities	102,548	(55,455)
Cash flows from investing activities
Net additions to property, plant and equipment	(90,855)	(17,254)
Increase in identifiable intangible assets and other non-current assets	(49)	26
Net cash provided (used) by investing activities	(90,904)	(17,228)
Cash flows from financing activities:
Capital contributions from limited partners		0
Distribution to limited partners	0
Repayments of long-term debt and capital lease obligations	(52,959)	(8,300)
Payment of debt issuance costs	(21,122)	(111)
Proceeds (payments) on intercompany loans	14,786	(105,245)
Proceeds (payments) on intercompany investments	(56,265)	225,223
Net cash provided (used) by financing activities	(115,560)	111,567
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	(103,916)	38,884
Cash and cash equivalents, beginning of period	276,788	142,652
Cash and cash equivalents, end of period	172,872	181,536
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net loss	56,420	(110,271)
Adjustments to reconcile net earnings (loss) to net cash provided	(12,136)	(26,651)
Net cash provided (used) by operating activities	44,284	(136,922)
Cash flows from investing activities
Net additions to property, plant and equipment	(8,962)	(12,796)
Increase in identifiable intangible assets and other non-current assets	(2,375)	(2,962)
Net cash provided (used) by investing activities	(11,337)	(15,758)
Cash flows from financing activities:
Capital contributions from limited partners		0
Distribution to limited partners	0
Repayments of long-term debt and capital lease obligations	0	0
Payment of debt issuance costs	0	0
Proceeds (payments) on intercompany loans	(16,371)	30,225
Proceeds (payments) on intercompany investments	(16,576)	122,455
Net cash provided (used) by financing activities	(32,947)	152,680
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net loss	10,814	(254,512)
Adjustments to reconcile net earnings (loss) to net cash provided	(49,950)	824,643
Net cash provided (used) by operating activities	(39,136)	570,131
Cash flows from investing activities
Net additions to property, plant and equipment	(67,434)	(50,696)
Increase in identifiable intangible assets and other non-current assets	(134)	110
Net cash provided (used) by investing activities	(67,568)	(50,586)
Cash flows from financing activities:
Capital contributions from limited partners		0
Distribution to limited partners	0
Repayments of long-term debt and capital lease obligations	33	(3)
Payment of debt issuance costs	0	0
Proceeds (payments) on intercompany loans	1,585	75,020
Proceeds (payments) on intercompany investments	123,145	(612,404)
Net cash provided (used) by financing activities	124,763	(537,387)
Effect of exchange rate changes on cash and cash equivalents	(1,676)	(720)
Net increase (decrease) in cash and cash equivalents	16,383	(18,562)
Cash and cash equivalents, beginning of period	105,964	72,363
Cash and cash equivalents, end of period	122,347	53,801
Eliminations [Member]
Cash flows from operating activities:
Net loss	(24,695)	622,548
Adjustments to reconcile net earnings (loss) to net cash provided	61,987	(774,047)
Net cash provided (used) by operating activities	37,292	(151,499)
Cash flows from investing activities
Net additions to property, plant and equipment	119,179	34,211
Increase in identifiable intangible assets and other non-current assets	0	1
Net cash provided (used) by investing activities	119,179	34,212
Cash flows from financing activities:
Capital contributions from limited partners		0
Distribution to limited partners	0
Repayments of long-term debt and capital lease obligations	0	(3,355)
Payment of debt issuance costs	0	0
Proceeds (payments) on intercompany loans	0	0
Proceeds (payments) on intercompany investments	(156,471)	120,642
Net cash provided (used) by financing activities	(156,471)	117,287
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$ 0	$ 0

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Supplemental Balance Sheet Data - Accounts Receivable, Net (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Billed trade accounts receivable	$ 362,572	$ 370,708
Unbilled receivables	44,138	45,466
Less: Allowance for revenue adjustments	(68,539)	(71,770)
Gross trade accounts receivable	338,171	344,404
Less: Allowance for bad debt	(4,735)	(4,768)
Net trade accounts receivable	333,436	339,636
Other receivables	13,174	16,082
Accounts receivable, net	$ 346,610	$ 355,718

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Sale of Therapeutic Support Systems Assets (Details) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended
	Nov. 08, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses	$ 241,500,000
Operating results of the TSS product portfolio included in discontinued operations
Revenue		0	56,944,000	0	115,434,000
Loss before income tax benefit		(1,020,000)	(52,000)	(3,323,000)	(9,288,000)
Income tax benefit		(392,000)	(20,000)	(1,279,000)	(3,576,000)
Loss from discontinued operations, net of tax		$ (628,000)	$ (32,000)	$ (2,044,000)	$ (5,712,000)

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Commitments and Contingencies (Details) (USD $)	6 Months Ended	12 Months Ended			1 Months Ended
	Jun. 30, 2013 Wake Forest Royalty Litigation [Member]	Dec. 31, 2012 Wake Forest Royalty Litigation [Member]	Dec. 31, 2011 Wake Forest Royalty Litigation [Member]	Dec. 31, 2010 Wake Forest Royalty Litigation [Member]	Feb. 28, 2009 Billing Practices [Member] contractor employee	Jun. 30, 2013 Alloderm [Member] LifeCell [Member] Damages from Product Defects [Member] suit	Jun. 30, 2013 Repliform [Member] LifeCell [Member] Damages from Product Defects [Member] suit
Loss Contingencies [Line Items]
Royalty Expense	$ 0	$ 0	$ 0	$ 86,000,000
Number of pending lawsuits						325	60
Number of Regional Durable Medical Equipment Medicare Administrative Contractors Records Provided					4
Number of Former Employees That Filed Qui Tam Actions					2

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Derivative Financial Instruments and Fair Value Measurements - Fair Value and Balance Sheet Locations (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	$ 1,090,000	$ 529,000
Derivative liability, fair value	26,713,000	37,848,000
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Other non-current assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	0	0
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Prepaid expenses and other [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	0	0
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Other non-current liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	25,340,000	34,868,000
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Accrued expenses and other [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	276,000	0
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | Prepaid expenses and other [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	3,000	9,000
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | Accrued expenses and other [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	0	0
Not Designated as Hedging Instrument [Member] | Foreign Currency Exchange Contracts [Member] | Prepaid expenses and other [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value	1,087,000	520,000
Not Designated as Hedging Instrument [Member] | Foreign Currency Exchange Contracts [Member] | Accrued expenses and other [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	1,097,000	2,980,000
Senior Secured Credit Facility [Member]
Derivatives, Fair Value [Line Items]
Long-term Debt, Fair Value	2,200,000,000	2,300,000,000
Fixed Rate Long-Term Debt [Member]
Derivatives, Fair Value [Line Items]
Long-term Debt, Fair Value	$ 2,500,000,000	$ 2,400,000,000

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Summary of Significant Accounting Policies (Details) (USD $)	0 Months Ended	3 Months Ended	6 Months Ended
	Nov. 08, 2012	Jun. 30, 2013 segment	Jun. 30, 2013 segment	Jun. 30, 2012
Accounting Policies [Line Items]
Fixed asset impairment			$ 30,259,000	$ 12,443,000
Write-off of in-process research and development costs		4,000,000	13,400,000	0
Proceeds from Divestiture of Businesses	241,500,000
Basis of Presentation and Principles of Consolidation [Abstract]
Number of reportable operating segments		2	2
Number of global business units		2	2
Number of primary geographic regions		2	2
Interest Rate Swap [Member] | Concentration of Credit Risk [Member]
Concentration of Credit Risk [Abstract]
Notional amount of interest rate swap and cap agreements		$ 1,033,000,000	$ 1,033,000,000

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net loss	$ (107,362)	$ (145,312)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt discount	7,006	7,163
Depreciation and other amortization	181,393	257,483
Loss on disposition of assets	3,315	0
Amortization of fair value step-up in inventory	0	22,038
Fixed asset impairment	30,259	12,443
Write-off of in-process research and development costs	13,400	0
Provision for bad debt	3,521	4,550
Loss on extinguishment of debt	2,164	0
Equity-based compensation expense	1,196	989
Deferred income tax benefit	(71,357)	(100,715)
Unrealized loss (gain) on derivative instruments	(11,697)	19,011
Unrealized gain on revaluation of cross currency debt	(4,318)	(9,202)
Change in assets and liabilities:
Decrease in accounts receivable, net	5,912	18,120
Increase in inventories, net	(10,997)	(29)
Increase in prepaid expenses and other	(15,315)	(417)
Increase (decrease) in accounts payable	2,939	(6,981)
Increase in accrued expenses and other	8,359	1,931
Increase in tax liabilities, net	1,975	860
Net cash provided (used) by operating activities	40,393	81,932
Cash flows from investing activities
Additions to property, plant and equipment	(39,981)	(47,196)
Increase in inventory to be converted into equipment for short-term rental	(8,523)	(623)
Dispositions of property, plant and equipment	432	1,284
Increase in identifiable intangible assets and other non-current assets	(2,558)	(2,825)
Net cash provided (used) by investing activities	(50,630)	(49,360)
Cash flows from financing activities:
Capital contributions from limited partners	0	239
Distribution to limited partners	(1,572)	0
Repayments of long-term debt and capital lease obligations	(52,926)	(11,658)
Payment of debt issuance costs	(21,122)	(111)
Net cash provided (used) by financing activities	(75,620)	(11,530)
Effect of exchange rate changes on cash and cash equivalents	(1,676)	(720)
Net increase (decrease) in cash and cash equivalents	(87,533)	20,322
Cash and cash equivalents, beginning of period	383,150	215,426
Cash and cash equivalents, end of period	$ 295,617	$ 235,748

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Sale of Therapeutic Support Systems Assets

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Sale of Therapeutic Support Systems Assets

Sale of Therapeutic Support Systems Assets

On August 15, 2012, KCI announced that it had entered into an asset purchase agreement with Getinge for the sale of KCI's TSS business. The transaction closed on November 8, 2012. The final adjusted purchase price paid by Getinge to KCI was $241.5 million. Under the terms of the Agreement, Getinge offered employment to TSS employees and we agreed to provide transition services to Getinge after the close of the transaction. The historical results of operations of the disposal group, excluding the allocation of general corporate overhead, are reported as discontinued operations in the condensed consolidated statements of operations. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

The Company plans to use the net proceeds from the sale to reinvest in its core business and look for growth opportunities.  If the Company has not reinvested all of the net proceeds within one year, it must use the remaining amount to repay its long-term debt obligations.

The operating results of the TSS product portfolio included in discontinued operations are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue	$	—		$	56,944		$	—		$	115,434
Loss before income tax benefit	$	(1,020	)	$	(52	)	$	(3,323	)	$	(9,288	)
Income tax benefit	$	(392	)	$	(20	)	$	(1,279	)	$	(3,576	)
Loss from discontinued operations, net of tax	$	(628	)	$	(32	)	$	(2,044	)	$	(5,712	)

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Derivative Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Derivative Financial Instruments and Fair Value Measurements Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurements

 Derivative Financial Instruments and Fair Value Measurements

We are exposed to credit loss in the event of nonperformance by counterparties to the extent of the fair values of the outstanding interest rate swap agreements, interest rate cap agreements and foreign currency exchange contracts, but we do not anticipate nonperformance by any of the counterparties. All derivative instruments are recorded on the balance sheets at fair value. We do not use financial instruments for speculative or trading purposes.

Interest Rate Protection

At June 30, 2013 and December 31, 2012, we had three interest rate swap agreements to convert a portion of our outstanding variable rate debt to a fixed rate basis. These agreements become effective in December 2013, have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. The interest rate swap agreements have quarterly interest payments, receive rates based on the higher of three-month USD LIBOR or 1.25% and pay rates based on fixed rates, due on the last day of March, June, September and December. Once effective, the aggregate notional amount decreases quarterly by amounts ranging from $1.7 million to $56.4 million until maturity.

The following table summarizes our interest rate swap agreements (dollars in thousands):

Effective Dates	Original Notional Amount	Fixed Interest Rate
12/31/13-12/31/16	$512,633	2.256%
12/31/13-12/31/16	$512,633	2.249%
12/31/13-12/31/16	$512,633	2.250%

As of June 30, 2013 and December 31, 2012, we had interest rate cap agreements with initial notional amounts of $1.6 billion at a cost of $2.2 million that effectively limited the interest rate to 2% on a portion of the borrowings under our Senior Secured Credit Facility. The aggregate notional amount will decrease quarterly by $5.4 million until maturity at December 31, 2013.

Foreign Currency Exchange Rate Mitigation

At June 30, 2013 and December 31, 2012, we had foreign currency exchange contracts to sell or purchase $64.0 million and $59.1 million, respectively, of various currencies.

Fair Value Measurements

The Codification definesfair value as the exit price that would be received to sell an asset or paid to transfer a liability. The Fair Value Measurements and Disclosure topic of the Codification establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term obligations, excluding our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt, including the 10.5% Second Lien Secured Notes, the 12.5% Unsecured Notes and the Convertible Notes approximates fair value. The fair value of our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt was $2.2 billion and $2.5 billion, respectively, at June 30, 2013. The fair value of our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt was $2.3 billion and $2.4 billion, respectively, at December 31, 2012. The fair value of our long-term debt was estimated based upon open-market trades at or near year end.

All of our derivatives, as of the reporting date, use inputs considered as Level 2. The interest rate swap agreements and interest rate cap agreements are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing interest rates and related forward interest rate curves. The foreign currency exchange contracts are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing foreign currency exchange rates and related foreign currency exchange rate curves.

The following table sets forth the location and aggregate fair value amounts of all derivative instruments with credit-related contingent features (in thousands):

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
		June 30, 2013		December 31, 2012			June 30, 2013		December 31, 2012
Derivatives not designated as hedging instruments
Interest rate swap agreements	Prepaid expenses and other	$	—	$	—	Accrued expenses and other	$	276	$	—
Interest rate swap agreements	Other non-current assets	—		—		Other non-current liabilities	25,340		34,868
Interest rate cap agreements	Prepaid expenses and other	3		9		Accrued expenses and other	—		—
Foreign currency exchange contracts	Prepaid expenses and other	1,087		520		Accrued expenses and other	1,097		2,980
Total derivatives		$	1,090	$	529		$	26,713	$	37,848

The following table summarizes the amount of gain (loss) on derivatives not designated as hedging instruments (dollars in thousands):

	Three months ended June 30,					Six months ended June 30,
	2013		2012			2013			2012
Interest rate swap agreements	$	9,953	$	(16,715	)	$	9,252		$	(18,297	)
Interest rate cap agreements	1		(332		)	(5		)	(1,445		)
Foreign currency exchange contracts	602		3,465			793			(152		)
	$	10,556	$	(13,582	)	$	10,040		$	(19,894	)

Certain of our derivative instruments contain provisions that require compliance with the restrictive covenants of our Senior Secured Credit Facility. For further information regarding the restrictive covenants of credit facilities, see Note 6 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

If we default under our credit facilities, the lenders could require immediate repayment of the entire principal. If those lenders require immediate repayment, we may not be able to repay them which could result in the foreclosure of substantially all of our assets. In these circumstances, the counterparties to the derivative instruments could request immediate payment or full collateralization on derivative instruments in net liability positions. Certain of our derivative counterparties are also parties to our Senior Secured Credit Facility.

No collateral has been posted by us in the normal course of business. If the credit-related contingent features underlying these agreements were triggered on June 30, 2013, we could be required to settle or post the full amount as collateral to the respective agreement counterparties.

We did not have any measurements of financial assets or financial liabilities at fair value on a nonrecurring basis at June 30, 2013 or December 31, 2012.

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Supplemental Balance Sheet Data

6 Months Ended

Jun. 30, 2013

Balance Sheet Related Disclosures [Abstract]

Supplemental Balance Sheet Data

Supplemental Balance Sheet Data

(a)Accounts Receivable, net

Accounts receivable consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Gross trade accounts receivable:
Billed trade accounts receivable	$	362,572		$	370,708
Unbilled receivables	44,138			45,466
Less:  Allowance for revenue adjustments	(68,539		)	(71,770		)
Gross trade accounts receivable	338,171			344,404
Less:  Allowance for bad debt	(4,735		)	(4,768		)
Net trade accounts receivable	333,436			339,636
Other receivables	13,174			16,082
	$	346,610		$	355,718

(b)   Inventories, net

Inventories consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Finished goods and tissue available for distribution	$	104,677		$	96,573
Goods and tissue in-process	11,868			12,421
Raw materials, supplies, parts and unprocessed tissue	58,984			45,993
	175,529			154,987
Less: Amounts expected to be converted into equipment for short-term rental	(13,760		)	(5,237		)
Reserve for excess and obsolete inventory	(10,873		)	(9,900		)
	$	150,896		$	139,850

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Supplemental Balance Sheet Data - Inventories, Net (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventory [Line Items]
Finished goods and tissue available for distribution	$ 104,677	$ 96,573
Goods and tissue in-process	11,868	12,421
Raw materials, supplies, parts and unprocessed tissue	58,984	45,993
Inventories, gross	175,529	154,987
Less: Amounts expected to be converted into equipment for short-term rental	(13,760)	(5,237)
Reserve for excess and obsolete inventory	(10,873)	(9,900)
Inventories, net	$ 150,896	$ 139,850

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Derivative Financial Instruments and Fair Value Measurements - Gain (Loss) on Derivatives (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments gain (loss)	$ 10,556	$ (13,582)	$ 10,040	$ (19,894)
Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments gain (loss)	10,556	(13,582)	10,040	(19,894)
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments gain (loss)	9,953	(16,715)	9,252	(18,297)
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments gain (loss)	1	(332)	(5)	(1,445)
Not Designated as Hedging Instrument [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Gain (Loss) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments gain (loss)	$ 602	$ 3,465	$ 793	$ (152)

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Guarantor Condensed Consolidating Financial Statements - Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Income Statements, Captions [Line Items]
Rental	$ 190,245	$ 207,502	$ 378,408	$ 415,194
Sales	242,434	230,613	470,155	455,454
Total revenue	432,679	438,115	848,563	870,648
Rental expenses	90,382	120,534	187,733	247,577
Cost of sales	59,325	65,717	115,556	131,841
Gross profit (loss)	282,972	251,864	545,274	491,230
Selling, general and administrative expenses	204,983	153,728	366,425	303,003
Research and development expenses	20,397	17,542	38,179	36,310
Acquired intangible asset amortization	46,461	53,797	94,007	122,527
Operating earnings (loss)	11,131	26,797	46,663	29,390
Non-operating intercompany transactions	0	0	0	0
Interest income and other	904	26	1,062	456
Interest expense	(105,658)	(117,297)	(213,746)	(235,187)
Gains (Losses) on Extinguishment of Debt	(2,164)	0	(2,164)	0
Foreign currency loss	(7,772)	16,956	(3,197)	5,686
Derivative instruments loss	10,556	(13,582)	10,040	(19,894)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(93,003)	(87,100)	(161,342)	(219,549)
Income tax benefit	(31,056)	(32,498)	(56,024)	(79,949)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(61,947)	(54,602)	(105,318)	(139,600)
Equity in earnings (loss) of subsidiaries	0	0	0	0
Earnings (loss) from continuing operations	(61,947)	(54,602)	(105,318)	(139,600)
Earnings (loss) from discontinued operations, net of tax	(628)	(32)	(2,044)	(5,712)
Net earnings (loss)	(62,575)	(54,634)	(107,362)	(145,312)
Total comprehensive income (loss)	(64,320)	(64,575)	(109,781)	(148,496)
Parent Company [Member]
Condensed Income Statements, Captions [Line Items]
Rental	0	0	0	0
Sales	0	0	0	0
Total revenue	0	0	0	0
Rental expenses	13	1	13	2
Cost of sales	29	18	54	36
Gross profit (loss)	(42)	(19)	(67)	(38)
Selling, general and administrative expenses	621	474	1,129	951
Research and development expenses	0	0	0	0
Acquired intangible asset amortization	0	0	0	0
Operating earnings (loss)	(663)	(493)	(1,196)	(989)
Non-operating intercompany transactions	0	0	0	0
Interest income and other	0	0	0	0
Interest expense	0	0	0	0
Gains (Losses) on Extinguishment of Debt	0		0
Foreign currency loss	0	0	0	0
Derivative instruments loss	0	0	0	0
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(663)	(493)	(1,196)	(989)
Income tax benefit	0	0	0	0
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(663)	(493)	(1,196)	(989)
Equity in earnings (loss) of subsidiaries	(61,912)	(54,141)	(106,166)	(144,323)
Earnings (loss) from continuing operations	(62,575)	(54,634)	(107,362)	(145,312)
Earnings (loss) from discontinued operations, net of tax	0	0	0	0
Net earnings (loss)	(62,575)	(54,634)	(107,362)	(145,312)
Total comprehensive income (loss)	(64,320)	(64,575)	(109,781)	(148,496)
Kinetic Concepts, Inc. and KCI USA, Inc. Borrower [Member]
Condensed Income Statements, Captions [Line Items]
Rental	155,244	164,983	305,712	330,658
Sales	74,428	73,612	143,637	144,007
Total revenue	229,672	238,595	449,349	474,665
Rental expenses	61,149	78,988	123,498	164,242
Cost of sales	47,596	37,533	97,731	107,029
Gross profit (loss)	120,927	122,074	228,120	203,394
Selling, general and administrative expenses	120,228	92,760	202,656	168,974
Research and development expenses	8,454	6,309	15,356	13,954
Acquired intangible asset amortization	20,414	25,054	41,651	58,777
Operating earnings (loss)	(28,169)	(2,049)	(31,543)	(38,311)
Non-operating intercompany transactions	8,300	5,641	60,252	66,374
Interest income and other	18,510	18,159	36,194	36,728
Interest expense	(108,622)	(120,327)	(219,761)	(241,251)
Gains (Losses) on Extinguishment of Debt	(2,164)		(2,164)
Foreign currency loss	(5,943)	18,875	5,480	9,121
Derivative instruments loss	10,556	(13,582)	10,040	(19,894)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(107,532)	(93,283)	(141,502)	(187,233)
Income tax benefit	(18,526)	(22,346)	(46,097)	(39,259)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(89,006)	(70,937)	(95,405)	(147,974)
Equity in earnings (loss) of subsidiaries	(25,033)	(1,498)	55,260	(102,498)
Earnings (loss) from continuing operations	(114,039)	(72,435)	(40,145)	(250,472)
Earnings (loss) from discontinued operations, net of tax	(1,527)	(2,276)	(2,394)	(7,293)
Net earnings (loss)	(115,566)	(74,711)	(42,539)	(257,765)
Total comprehensive income (loss)	(117,311)	(84,652)	(44,958)	(260,949)
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Rental	1,013	1,504	3,253	2,766
Sales	196,572	104,859	416,255	208,390
Total revenue	197,585	106,363	419,508	211,156
Rental expenses	3,328	1,349	8,170	2,562
Cost of sales	144,151	37,654	253,909	74,751
Gross profit (loss)	50,106	67,360	157,429	133,843
Selling, general and administrative expenses	47,902	32,257	92,565	63,977
Research and development expenses	8,265	8,930	16,521	17,699
Acquired intangible asset amortization	18,088	18,668	36,367	40,586
Operating earnings (loss)	(24,149)	7,505	11,976	11,581
Non-operating intercompany transactions	(101)	2,161	58,754	128,312
Interest income and other	3,063	3,062	6,126	6,125
Interest expense	(17,661)	(18,175)	(35,218)	(36,350)
Gains (Losses) on Extinguishment of Debt	0		0
Foreign currency loss	(135)	(50)	(213)	148
Derivative instruments loss	0	0	0	0
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(38,983)	(5,497)	41,425	109,816
Income tax benefit	(8,917)	(4,029)	(4,183)	(30,952)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(30,066)	(1,468)	45,608	140,768
Equity in earnings (loss) of subsidiaries	4,540	(3,506)	10,814	(254,512)
Earnings (loss) from continuing operations	(25,526)	(4,974)	56,422	(113,744)
Earnings (loss) from discontinued operations, net of tax	0	1,490	(2)	3,473
Net earnings (loss)	(25,526)	(3,484)	56,420	(110,271)
Total comprehensive income (loss)	(27,271)	(13,425)	54,001	(113,455)
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Rental	33,988	41,015	69,443	81,770
Sales	160,448	131,600	322,348	237,228
Total revenue	194,436	172,615	391,791	318,998
Rental expenses	56,413	67,088	113,335	139,496
Cost of sales	59,251	59,051	119,908	116,546
Gross profit (loss)	78,772	46,476	158,548	62,956
Selling, general and administrative expenses	36,291	28,923	70,254	69,787
Research and development expenses	3,678	2,303	6,302	4,657
Acquired intangible asset amortization	7,959	10,075	15,989	23,164
Operating earnings (loss)	30,844	5,175	66,003	(34,652)
Non-operating intercompany transactions	(28,829)	(12,210)	(52,353)	(221,569)
Interest income and other	40	43	69	82
Interest expense	(84)	(33)	(94)	(65)
Gains (Losses) on Extinguishment of Debt	0		0
Foreign currency loss	(1,694)	(1,869)	(8,464)	(3,583)
Derivative instruments loss	0	0	0	0
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	277	(8,894)	5,161	(259,787)
Income tax benefit	(3,613)	(6,123)	(5,744)	(9,738)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	3,890	(2,771)	10,905	(250,049)
Equity in earnings (loss) of subsidiaries	0	0	0	0
Earnings (loss) from continuing operations	3,890	(2,771)	10,905	(250,049)
Earnings (loss) from discontinued operations, net of tax	650	(735)	(91)	(4,463)
Net earnings (loss)	4,540	(3,506)	10,814	(254,512)
Total comprehensive income (loss)	2,795	(13,447)	8,395	(257,696)
Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Rental	0	0	0	0
Sales	(189,014)	(79,458)	(412,085)	(134,171)
Total revenue	(189,014)	(79,458)	(412,085)	(134,171)
Rental expenses	(30,521)	(26,892)	(57,283)	(58,725)
Cost of sales	(191,702)	(68,539)	(356,046)	(166,521)
Gross profit (loss)	33,209	15,973	1,244	91,075
Selling, general and administrative expenses	(59)	(686)	(179)	(686)
Research and development expenses	0	0	0	0
Acquired intangible asset amortization	0	0	0	0
Operating earnings (loss)	33,268	16,659	1,423	91,761
Non-operating intercompany transactions	20,630	4,408	(66,653)	26,883
Interest income and other	(20,709)	(21,238)	(41,327)	(42,479)
Interest expense	20,709	21,238	41,327	42,479
Gains (Losses) on Extinguishment of Debt	0		0
Foreign currency loss	0	0	0	0
Derivative instruments loss	0	0	0	0
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	53,898	21,067	(65,230)	118,644
Income tax benefit	0	0	0	0
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	53,898	21,067	(65,230)	118,644
Equity in earnings (loss) of subsidiaries	82,405	59,145	40,092	501,333
Earnings (loss) from continuing operations	136,303	80,212	(25,138)	619,977
Earnings (loss) from discontinued operations, net of tax	249	1,489	443	2,571
Net earnings (loss)	136,552	81,701	(24,695)	622,548
Total comprehensive income (loss)	$ 141,787	$ 111,524	$ (17,438)	$ 632,100

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Condensed Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenue:
Rental	$ 190,245	$ 207,502	$ 378,408	$ 415,194
Sales	242,434	230,613	470,155	455,454
Total revenue	432,679	438,115	848,563	870,648
Rental expenses	90,382	120,534	187,733	247,577
Cost of sales	59,325	65,717	115,556	131,841
Gross profit (loss)	282,972	251,864	545,274	491,230
Selling, general and administrative expenses	204,983	153,728	366,425	303,003
Research and development expenses	20,397	17,542	38,179	36,310
Acquired intangible asset amortization	46,461	53,797	94,007	122,527
Operating earnings (loss)	11,131	26,797	46,663	29,390
Interest income and other	904	26	1,062	456
Interest expense	(105,658)	(117,297)	(213,746)	(235,187)
Gains (Losses) on Extinguishment of Debt	(2,164)	0	(2,164)	0
Foreign currency gain (loss)	(7,772)	16,956	(3,197)	5,686
Derivative instruments gain (loss)	10,556	(13,582)	10,040	(19,894)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(93,003)	(87,100)	(161,342)	(219,549)
Income tax benefit	(31,056)	(32,498)	(56,024)	(79,949)
Earnings (loss) from continuing operations	(61,947)	(54,602)	(105,318)	(139,600)
Loss from discontinued operations, net of tax	(628)	(32)	(2,044)	(5,712)
Net earnings (loss)	$ (62,575)	$ (54,634)	$ (107,362)	$ (145,312)

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Segment Information

6 Months Ended

Jun. 30, 2013

SegmentandGeographicalInstruments [Abstract]

Segment Reporting Disclosure

Segment Information

The Company is engaged in the rental and sale of advanced wound care systems and regenerative medicine products and has operations in more than 25 countries. We have two reportable operating segments which correspond to our two global businesses: KCI and LifeCell. Our two global operating segments also represent our reporting units as defined by the Codification. In most countries where we operate, certain aspects of our two businesses are supported by the same administrative staff, systems and infrastructure and, as such, we have allocated these costs between the businesses based on allocation methods including headcount, revenue and other methods as deemed appropriate. We measure segment profit (loss) as operating earnings (loss), which is defined as income (loss) before interest and other income, interest expense, foreign currency gains and losses, derivative instruments loss and income taxes. All intercompany transactions are eliminated in computing revenue and operating earnings (loss).

On November 8, 2012, Getinge purchased certain assets and assumed certain liabilities comprising KCI's TSS product business. The historical results of operations of the TSS business, excluding the allocation of general corporate overhead, are reported as discontinued operations in the condensed consolidated statements of operations. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

Information on segments and a reconciliation of consolidated totals are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue:
KCI	$	317,765		$	330,318		$	623,647		$	656,506
LifeCell	114,914			107,797			224,916			214,142
Total revenue	$	432,679		$	438,115		$	848,563		$	870,648
Operating earnings:
KCI	$	110,760		$	97,905		$	200,181		$	162,358
LifeCell	31,197			23,575			61,066			46,639
Non-allocated costs:
General headquarter expense (1)	(40,003		)	(9,080		)	(53,112		)	(14,025		)
Equity-based compensation	(663		)	(492		)	(1,196		)	(989		)
Merger and restructuring-related expenses (2)	(43,836		)	(31,314		)	(66,406		)	(42,066		)
Acquired intangible asset amortization (3)	(46,324		)	(53,797		)	(93,870		)	(122,527		)
Total non-allocated costs	(130,826		)	(94,683		)	(214,584		)	(179,607		)
Total operating earnings	$	11,131		$	26,797		$	46,663		$	29,390

_____________________________

(1) The second quarter and six months ended June 30, 2013 includes $4.0 million and $13.4 million, respectively, of write-offs of in-process research and development costs due to discontinuation of related projects and a $30.3 million fixed asset impairment charge.

(2) Represents expenses related to the Merger including buyer and seller transaction costs, management fees and restructuring-related expenses.

(3) Includes amortization of acquired intangible assets related to our Merger in November 2011.

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Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Unrealized investment gain, net of tax expense of $385 and $1,075 in 2013	$ 385		$ 1,075
Foreign currency translation adjustment, net of tax benefit of $171 and $559 in 2013 and $266 and $274 in 2012	$ (171)	$ (266)	$ (559)	$ (274)

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 295,617	$ 383,150
Accounts receivable, net	346,610	355,718
Inventories, net	150,896	139,850
Prepaid expenses and other	57,871	39,511
Total current assets	850,994	918,229
Net property, plant and equipment	326,219	388,482
Debt issuance costs, net	106,959	96,476
Deferred income taxes	19,647	20,003
Goodwill	3,479,775	3,479,775
Identifiable intangible assets, net	2,561,551	2,666,201
Other non-current assets	4,418	5,598
Total assets	7,349,563	7,574,764
Current liabilities:
Accounts payable	43,891	40,970
Accrued expenses and other	290,356	284,163
Current installments of long-term debt	24,653	23,383
Deferred income taxes	33,162	57,528
Total current liabilities	392,062	406,044
Long-term debt, net of current installments and discount	4,507,075	4,554,112
Non-current tax liabilities	46,444	44,465
Deferred income taxes	1,023,208	1,069,480
Other non-current liabilities	33,626	43,267
Total liabilities	6,002,415	6,117,368
Equity:
General partner’s capital	0	0
Limited partners’ capital	1,350,084	1,457,913
Accumulated other comprehensive income (loss), net	(2,936)	(517)
Total equity	1,347,148	1,457,396
Total liabilities and shareholders' equity	$ 7,349,563	$ 7,574,764

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Long-Term Debt (Details) (USD $)	1 Months Ended	3 Months Ended	6 Months Ended					6 Months Ended													6 Months Ended
	Mar. 15, 2013	Feb. 04, 2013	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Jun. 30, 2013 IBM Financing [Member]	Dec. 31, 2012 IBM Financing [Member]	Jun. 30, 2013 Revolving Credit Facility [Member] Senior Revolving Credit Facility - due 2016 [Member]	Dec. 31, 2012 Revolving Credit Facility [Member] Senior Revolving Credit Facility - due 2016 [Member]	Nov. 30, 2011 Revolving Credit Facility [Member] Senior Revolving Credit Facility - due 2016 [Member]	Jun. 30, 2013 Term Credit Facilities [Member] Senior Dollar Term D-1 Credit Facility Due 2018 [Member]	Dec. 31, 2012 Term Credit Facilities [Member] Senior Dollar Term D-1 Credit Facility Due 2018 [Member]	Jun. 30, 2013 Term Credit Facilities [Member] Senior Euro Term D-1 Credit Facility Due 2018 [Member]	Dec. 31, 2012 Term Credit Facilities [Member] Senior Euro Term D-1 Credit Facility Due 2018 [Member]	Jun. 30, 2013 Term Credit Facilities [Member] Senior Term D-2 Credit Facility Due 2016 [Member]	Dec. 31, 2012 Term Credit Facilities [Member] Senior Term D-2 Credit Facility Due 2016 [Member]	Jun. 30, 2013 Convertible Senior Notes [Member] 3.25% Convertible Senior Notes due 2015 [Member]	Dec. 31, 2012 Convertible Senior Notes [Member] 3.25% Convertible Senior Notes due 2015 [Member]	Jun. 30, 2013 Senior Secured Notes [Member] 10.5% Second Lien Senior Secured Notes due 2018 [Member]	Dec. 31, 2012 Senior Secured Notes [Member] 10.5% Second Lien Senior Secured Notes due 2018 [Member]	Jun. 30, 2013 Senior Unsecured Notes [Member] 12.5% Senior Unsecured Notes due 2019 [Member]	Dec. 31, 2012 Senior Unsecured Notes [Member] 12.5% Senior Unsecured Notes due 2019 [Member]	Jun. 30, 2013 Banks Which Are Not Party To Senior Secured Credit Facility [Member] Senior Revolving Credit Facility - due 2016 [Member]	Dec. 31, 2012 Banks Which Are Not Party To Senior Secured Credit Facility [Member] Senior Revolving Credit Facility - due 2016 [Member]	Jun. 30, 2013 Eurocurrency Rate [Member] Senior Dollar Term D-1 Credit Facility Due 2018 [Member]	Jun. 30, 2013 Eurocurrency Rate [Member] Senior Dollar Term D-1 Credit Facility Due 2018 [Member] Minimum [Member]	Jun. 30, 2013 Eurocurrency Rate [Member] Senior Euro Term D-1 Credit Facility Due 2018 [Member]	Jun. 30, 2013 Eurocurrency Rate [Member] Senior Term D-2 Credit Facility Due 2016 [Member]	Jun. 30, 2013 Base Rate [Member] Senior Dollar Term D-1 Credit Facility Due 2018 [Member]	Jun. 30, 2013 Base Rate [Member] Senior Dollar Term D-1 Credit Facility Due 2018 [Member] Minimum [Member]	Jun. 30, 2013 Base Rate [Member] Senior Euro Term D-1 Credit Facility Due 2018 [Member]	Jun. 30, 2013 Base Rate [Member] Senior Term D-2 Credit Facility Due 2016 [Member]	Jun. 30, 2013 KCI [Member] IBM Financing [Member] Maximum [Member]	Jun. 30, 2013 LifeCell [Member] IBM Financing [Member] Maximum [Member]
Debt Instrument [Line Items]
Long-term debt, gross			$ 4,611,203,000		$ 4,663,173,000	$ 2,465,000	$ 0				$ 1,605,632,000	$ 1,613,700,000	$ 320,264,000	$ 327,022,000	$ 320,141,000	$ 321,750,000	$ 701,000	$ 701,000	$ 1,750,000,000	$ 1,750,000,000	$ 612,000,000	$ 650,000,000											$ 3,500,000	$ 3,700,000
IBM Facility, Remaining Borrowing Capacity						4,700,000
Less: Discount, net of accretion			(79,475,000)		(85,678,000)						(33,681,000)	(33,840,000)	(11,296,000)	(13,353,000)	(5,230,000)	(7,064,000)			(26,073,000)	(27,827,000)	(3,195,000)	(3,594,000)
Long-term Debt			4,531,728,000		4,577,495,000
Less: Current installments			(24,653,000)		(23,383,000)
Long-term debt, net of current installments and discount			4,507,075,000		4,554,112,000
Senior Secured Credit Facilities [Abstract]
Credit facility, maximum borrowing capacity										200,000,000
Line of Credit Facility, Amount Outstanding								0	0
Letters of credit, amount outstanding								11,800,000	11,500,000														4,600,000	4,600,000
Credit facility, remaining borrowing capacity								188,200,000	188,500,000
Credit facility, unused capacity, commitment fee percentage								0.375%
Debt Instrument, Basis Spread on Variable Rate						5.87%																			3.50%	1.00%	3.75%	3.00%	2.50%	2.00%	2.75%	2.00%
Debt Instrument, Interest Rate Added on Past Due Amounts						1.50%
10.5% Second Lien Senior Secured Notes and 12.5% Senior Unsecured Notes [Abstract]
Interest rate on senior long-term debt																	3.25%		10.50%		12.50%
Debt Instument, Registration Rights Agreement, Additional Interest Accrual Rate	0.50%	0.25%
Repayments Of Long Term Debt Revolving Credit Facility And Capital Lease Obligations			$ 52,926,000	$ 11,658,000																	$ 38,000,000

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Reconciliation of Revenue and Operating Earnings (Loss) from Segments to Consolidated

Information on segments and a reconciliation of consolidated totals are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue:
KCI	$	317,765		$	330,318		$	623,647		$	656,506
LifeCell	114,914			107,797			224,916			214,142
Total revenue	$	432,679		$	438,115		$	848,563		$	870,648
Operating earnings:
KCI	$	110,760		$	97,905		$	200,181		$	162,358
LifeCell	31,197			23,575			61,066			46,639
Non-allocated costs:
General headquarter expense (1)	(40,003		)	(9,080		)	(53,112		)	(14,025		)
Equity-based compensation	(663		)	(492		)	(1,196		)	(989		)
Merger and restructuring-related expenses (2)	(43,836		)	(31,314		)	(66,406		)	(42,066		)
Acquired intangible asset amortization (3)	(46,324		)	(53,797		)	(93,870		)	(122,527		)
Total non-allocated costs	(130,826		)	(94,683		)	(214,584		)	(179,607		)
Total operating earnings	$	11,131		$	26,797		$	46,663		$	29,390

_____________________________

(1) The second quarter and six months ended June 30, 2013 includes $4.0 million and $13.4 million, respectively, of write-offs of in-process research and development costs due to discontinuation of related projects and a $30.3 million fixed asset impairment charge.

(2) Represents expenses related to the Merger including buyer and seller transaction costs, management fees and restructuring-related expenses.

(3) Includes amortization of acquired intangible assets related to our Merger in November 2011.

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Subsequent Event (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012 Systagenix [Member]	Jul. 30, 2013 Systagenix [Member] employee
Subsequent Event [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price						$ 485,000,000
Revenues	$ 432,679,000	$ 438,115,000	$ 848,563,000	$ 870,648,000	$ 200,000,000
Entity Number of Employees						800

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013 segment		Jun. 30, 2012		Jun. 30, 2013 segment		Jun. 30, 2012
Segment Reporting Information [Line Items]
Write-off of in-process research and development costs	$ 4,000				$ 13,400		$ 0
Number of reportable operating segments	2				2
Number of global business units	2				2
Total revenue	432,679		438,115		848,563		870,648
Operating earnings (loss)	11,131		26,797		46,663		29,390
Non-allocated costs:
General headquarter expense	(40,003)	[1]	(9,080)	[1]	(53,112)	[1]	(14,025)	[1]
Equity-based compensation	(663)		(492)		(1,196)		(989)
Merger and restructuring-related expenses	(43,836)	[2]	(31,314)	[2]	(66,406)	[2]	(42,066)	[2]
Acquired intangible asset amortization	(46,324)	[3]	(53,797)	[3]	(93,870)	[3]	(122,527)	[3]
Total non-allocated costs	(130,826)		(94,683)		(214,584)		(179,607)
Fixed asset impairment					30,259		12,443
KCI [Member]
Segment Reporting Information [Line Items]
Total revenue	317,765		330,318		623,647		656,506
Operating earnings (loss)	110,760		97,905		200,181		162,358
LifeCell [Member]
Segment Reporting Information [Line Items]
Total revenue	114,914		107,797		224,916		214,142
Operating earnings (loss)	$ 31,197		$ 23,575		$ 61,066		$ 46,639
Minimum [Member]
Segment Reporting Information [Line Items]
Minimum number of countries in which the entity has operations	25				25

[1] includes $4.0 million and $13.4 million, respectively, of write-offs of in-process research and development costs due to discontinuation of related projects and a $30.3 million fixed asset impairment charge.

[2] Represents expenses related to the Merger including buyer and seller transaction costs, management fees and restructuring-related expenses.

[3] Includes amortization of acquired intangible assets related to our Merger in November 2011.

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Guarantor Condensed Consolidating Financial Statements - Condensed Consolidated Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 295,617	$ 383,150	$ 235,748	$ 215,426
Accounts receivable, net	346,610	355,718
Inventories, net	150,896	139,850
Deferred income taxes	0	0
Prepaid expenses and other	57,871	39,511
Intercompany receivables	0	0
Total current assets	850,994	918,229
Net property, plant and equipment	326,219	388,482
Debt issuance costs, net	106,959	96,476
Deferred income taxes	19,647	20,003
Goodwill	3,479,775	3,479,775
Identifiable intangible assets, net	2,561,551	2,666,201
Other non-current assets	4,418	5,598
Intercompany loan receivables	0	0
Intercompany investments	0	0
Total assets	7,349,563	7,574,764
Current liabilities:
Accounts payable	43,891	40,970
Accrued expenses and other	290,356	284,163
Intercompany payables	0	0
Current installments of long-term debt	24,653	23,383
Income taxes payable	0	0
Deferred income taxes	33,162	57,528
Total current liabilities	392,062	406,044
Long-term debt, net of current installments and discount	4,507,075	4,554,112
Non-current tax liabilities	46,444	44,465
Deferred income taxes	1,023,208	1,069,480
Other non-current liabilities	33,626	43,267
Intercompany loan payables	0	0
Total liabilities	6,002,415	6,117,368
Equity:
Total equity	1,347,148	1,457,396
Total liabilities and shareholders' equity	7,349,563	7,574,764
Parent Company [Member]
Current assets:
Cash and cash equivalents	398	398	411	411
Accounts receivable, net	0	0
Inventories, net	0	0
Deferred income taxes	0	0
Prepaid expenses and other	0	0
Intercompany receivables	166	166
Total current assets	564	564
Net property, plant and equipment	0	0
Debt issuance costs, net	0	0
Deferred income taxes	0	0
Goodwill	0	0
Identifiable intangible assets, net	0	0
Other non-current assets	0	0
Intercompany loan receivables	0	0
Intercompany investments	1,350,676	1,459,261
Total assets	1,351,240	1,459,825
Current liabilities:
Accounts payable	0	0
Accrued expenses and other	0	0
Intercompany payables	3,932	2,361
Current installments of long-term debt	0	0
Income taxes payable	0	0
Deferred income taxes	0	0
Total current liabilities	3,932	2,361
Long-term debt, net of current installments and discount	0	0
Non-current tax liabilities	0	0
Deferred income taxes	0	0
Other non-current liabilities	160	68
Intercompany loan payables	0	0
Total liabilities	4,092	2,429
Equity:
Total equity	1,347,148	1,457,396
Total liabilities and shareholders' equity	1,351,240	1,459,825
Kinetic Concepts, Inc. and KCI USA, Inc. Borrower [Member]
Current assets:
Cash and cash equivalents	172,872	276,788	181,536	142,652
Accounts receivable, net	178,329	174,534
Inventories, net	121,037	94,345
Deferred income taxes	44,315	38,451
Prepaid expenses and other	39,995	25,083
Intercompany receivables	1,365,504	1,337,915
Total current assets	1,922,052	1,947,116
Net property, plant and equipment	278,660	281,950
Debt issuance costs, net	106,959	96,476
Deferred income taxes	0	0
Goodwill	2,483,240	2,483,240
Identifiable intangible assets, net	399,961	441,620
Other non-current assets	381	324
Intercompany loan receivables	790,000	800,000
Intercompany investments	357,287	302,027
Total assets	6,338,540	6,352,753
Current liabilities:
Accounts payable	14,936	17,869
Accrued expenses and other	190,961	172,356
Intercompany payables	772,620	723,096
Current installments of long-term debt	23,576	23,383
Income taxes payable	2,140	(1,452)
Deferred income taxes	0	0
Total current liabilities	1,004,233	935,252
Long-term debt, net of current installments and discount	4,506,199	4,554,112
Non-current tax liabilities	41,575	36,711
Deferred income taxes	121,837	115,652
Other non-current liabilities	32,074	41,360
Intercompany loan payables	370,921	366,135
Total liabilities	6,076,839	6,049,222
Equity:
Total equity	261,701	303,531
Total liabilities and shareholders' equity	6,338,540	6,352,753
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	59,932	58,244
Inventories, net	99,251	71,676
Deferred income taxes	0	0
Prepaid expenses and other	7,768	6,591
Intercompany receivables	2,252,164	2,149,981
Total current assets	2,419,115	2,286,492
Net property, plant and equipment	80,848	79,049
Debt issuance costs, net	0	0
Deferred income taxes	0	0
Goodwill	996,535	996,535
Identifiable intangible assets, net	1,996,717	2,045,091
Other non-current assets	186	186
Intercompany loan receivables	372,504	366,134
Intercompany investments	426,278	409,702
Total assets	6,292,183	6,183,189
Current liabilities:
Accounts payable	13,879	13,093
Accrued expenses and other	234,363	236,838
Intercompany payables	2,511,956	2,389,863
Current installments of long-term debt	1,077	0
Income taxes payable	0	0
Deferred income taxes	80,779	99,621
Total current liabilities	2,842,054	2,739,415
Long-term debt, net of current installments and discount	876	0
Non-current tax liabilities	0	0
Deferred income taxes	847,651	888,597
Other non-current liabilities	380	375
Intercompany loan payables	790,000	800,000
Total liabilities	4,480,961	4,428,387
Equity:
Total equity	1,811,222	1,754,802
Total liabilities and shareholders' equity	6,292,183	6,183,189
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	122,347	105,964	53,801	72,363
Accounts receivable, net	108,349	122,940
Inventories, net	68,481	60,635
Deferred income taxes	3,302	3,642
Prepaid expenses and other	359,960	294,437
Intercompany receivables	186,860	147,473
Total current assets	849,299	735,091
Net property, plant and equipment	193,567	190,419
Debt issuance costs, net	0	0
Deferred income taxes	19,647	20,003
Goodwill	0	0
Identifiable intangible assets, net	164,873	179,490
Other non-current assets	94,750	95,988
Intercompany loan receivables	0	0
Intercompany investments	0	0
Total assets	1,322,136	1,220,991
Current liabilities:
Accounts payable	15,076	10,008
Accrued expenses and other	49,364	62,226
Intercompany payables	516,186	520,215
Current installments of long-term debt	0	0
Income taxes payable	(2,140)	1,452
Deferred income taxes	0	0
Total current liabilities	578,486	593,901
Long-term debt, net of current installments and discount	0	0
Non-current tax liabilities	4,869	7,754
Deferred income taxes	53,720	65,231
Other non-current liabilities	1,012	1,464
Intercompany loan payables	1,583	0
Total liabilities	639,670	668,350
Equity:
Total equity	682,466	552,641
Total liabilities and shareholders' equity	1,322,136	1,220,991
Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0
Inventories, net	(137,873)	(86,806)
Deferred income taxes	(47,617)	(42,093)
Prepaid expenses and other	(349,852)	(286,600)
Intercompany receivables	(3,804,694)	(3,635,535)
Total current assets	(4,340,036)	(4,051,034)
Net property, plant and equipment	(226,856)	(162,936)
Debt issuance costs, net	0	0
Deferred income taxes	0	0
Goodwill	0	0
Identifiable intangible assets, net	0	0
Other non-current assets	(90,899)	(90,900)
Intercompany loan receivables	(1,162,504)	(1,166,134)
Intercompany investments	(2,134,241)	(2,170,990)
Total assets	(7,954,536)	(7,641,994)
Current liabilities:
Accounts payable	0	0
Accrued expenses and other	(184,332)	(187,257)
Intercompany payables	(3,804,694)	(3,635,535)
Current installments of long-term debt	0	0
Income taxes payable	0	0
Deferred income taxes	(47,617)	(42,093)
Total current liabilities	(4,036,643)	(3,864,885)
Long-term debt, net of current installments and discount	0	0
Non-current tax liabilities	0	0
Deferred income taxes	0	0
Other non-current liabilities	0	0
Intercompany loan payables	(1,162,504)	(1,166,135)
Total liabilities	(5,199,147)	(5,031,020)
Equity:
Total equity	(2,755,389)	(2,610,974)
Total liabilities and shareholders' equity	$ (7,954,536)	$ (7,641,994)

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

LEGAL PROCEEDINGS

Intellectual Property Litigation

As the owner and exclusive licensee of patents, from time to time, we are a party to proceedings challenging these patents, including challenges in U.S. federal courts, foreign courts, foreign patent offices and the U.S. Patent and Trademark Office. Additionally, from time to time, we are a party to litigation we initiate against others we contend infringe these patents, which often results in counterclaims regarding the validity of such patents. At other times, we are party to litigation initiated by others who contend we infringe their patents. It is not possible to reliably predict the outcome of the proceedings described below. However, if we are unable to effectively enforce our intellectual property rights, third parties may become more aggressive in the marketing of competitive products around the world.

Smith & Nephew Litigation

In 1993, KCI exclusively licensed several patent applications from Wake Forest University relating to negative pressure wound therapy (“NPWT”) that ultimately issued in several countries. In the following years, KCI developed and began marketing V.A.C.^® Therapy, the first commercially available NPWT system. In 2003, BlueSky Medical launched the first competitive NPWT system. Unlike KCI, BlueSky commercialized a gauze-based system that utilized pumps manufactured by Medela AG (“Medela”). Shortly thereafter, KCI and Wake Forest sued BlueSky and Medela for infringement of the patents KCI licensed from Wake Forest. Following a jury trial in the Federal District Court for the Western District of Texas (“Western District”) in 2006, a judgment was entered holding that BlueSky's gauze-based NPWT system did not infringe these patents. That judgment was appealed to the United States Court of Appeals for the Federal Circuit (“Federal Circuit”), which affirmed the judgment of the trial court. In April 2007, Smith & Nephew PLLC acquired BlueSky and began commercializing NPWT products. Shortly thereafter, in May 2007, KCI and Wake Forest filed a patent infringement lawsuit against Smith & Nephew asserting patent infringement. In January 2009, Smith & Nephew launched a foam-based NPWT system at which point KCI and Wake Forest amended their claims against Smith & Nephew to assert additional patent claims. This case was tried by a jury in February 2010. Following the trial, the jury found that the patent claims asserted were not invalid and also found that Smith & Nephew was infringing the asserted patent claims. However, in October 2010, the Western District granted a motion for judgment as a matter of law filed by Smith & Nephew and entered an order invalidating the Wake Forest patent claims asserted in the case. This decision followed the revocations of the UK and German equivalents of the Wake Forest patents and was later followed by the revocation of the Australian equivalent. The litigation resulting in these revocations is detailed below. Wake Forest appealed this decision to the Federal Circuit.

On August 13, 2012, the Court of Appeals for the Federal Circuit reversed the judgment of the District Court in the Smith & Nephew litigation, and remanded the case for resolution of several outstanding motions. The Court of Appeals ruled that the trial court was bound by the jury's advisory verdict on the legal question of obviousness because there was sufficient evidence to support the factual questions that were posed to them. It did not construe any prior art or rule that the patent claims are valid as a matter of law; rather, it held that Smith & Nephew failed to carry its burden of persuasion. Smith & Nephew subsequently filed a motion for rehearing en banc at the Federal Circuit Court of Appeals, arguing that the trial court cannot be bound by the advisory verdict of the jury on obviousness, because obviousness is a question of law. At least four amicus briefs were filed, including one from the Federal Circuit Bar Association, in support of Smith & Nephew's position. On November 1, 2012, Smith & Nephew announced it had reached a global settlement with Wake Forest to resolve all patent disputes between them related to NPWT. Following the settlement, the Federal Circuit appeal was dismissed.

Wake Forest Litigation

Since at least 2009, a host of companies began offering NPWT systems, both gauze-based and foam-based, across the globe. None of these companies licensed the Wake Forest patents prior to commercializing their products. To the contrary, several succeeded in having the patents declared invalid. These proceedings are also detailed herein.

In light of the multiple rulings declaring the patents invalid, KCI reassessed the validity of the patents anddetermined that continued payment of the royalties scheduled under the 1993 license agreement with Wake Forest was inappropriate. KCI withdrew from the Smith & Nephew litigation and on February 28, 2011, filed suit in the Western District of Texas seeking a declaratory judgment that, among other things, KCI no longer owes royalties to Wake Forest because the relevant patent claims are invalid or not infringed. Historical royalties under the license agreement, although disputed, were accrued through February 27, 2011 and are reflected in our consolidated financial statements. For the year ended December 31, 2010, royalty payments to Wake Forest under the license agreement were approximately $86 million. No royalty payments were made to Wake Forest during the first six months of 2013 or the years ended December 31, 2012 and 2011.

On March 18, 2011, Wake Forest provided KCI with written notice of termination of the license agreement and filed suit in Forsyth County Superior Court, North Carolina, alleging breach of contract by KCI. In its termination notice, Wake Forest demanded that KCI cease manufacturing and selling licensed products. KCI subsequently removed that action from state court to the Federal District Court for the Middle District of North Carolina, after which Wake Forest amended its complaint to add allegations of patent infringement. KCI moved to have the North Carolina case transferred to the Western District of Texas, and on August 26, 2011, the case was transferred to the Western District, where it was consolidated with KCI's existing suit. The Western District case was stayed pending a decision by the Court of Appeals for the Federal Circuit in the Smith & Nephew litigation described above.

On November 1, 2012, Smith & Nephew announced it had reached a global settlement with Wake Forest to resolve all patent disputes between them related to NPWT. Following the settlement, the Federal Circuit appeal was dismissed, and the stay in the case between KCI and Wake Forest was lifted. The case has been set for trial in April 2014. In January and February of 2013, Wake Forest and KCI filed their respective answers and counterclaims against each other. KCI is alleging breach of contract against Wake Forest for their refusal to negotiate in good faith to reduce the royalty rate under the license agreement following the several patent invalidity rulings and subsequent loss of market share by KCI. Because the August 13, 2012 decision in the Smith & Nephew litigation does not construe any prior art or rule that the patent claims are valid as a matter of law, it does not alter our assessment that the Wake Forest patents are invalid. We intend to vigorously defend the case and KCI will continue to manufacture and sell V.A.C.® Therapy products. It is not possible to predict the outcome of this litigation nor is it possible to estimate any damages that may be awarded if we are unsuccessful in the litigation. We believe that any damages awarded as a reasonable royalty in this case would be substantially less than our previous royalty obligation to Wake Forest, because the prior license agreement provided KCI with worldwide exclusive rights, whereas any infringement damages in the case would be based on US non-exclusive rights. We also believe our counter-claims against Wake Forest could further reduce our potential exposure to a damages award in the event we are unsuccessful on the liability issues of the case.

Because KCI believes the Wake Forest patents are invalid, KCI will not join Wake Forest in the continued enforcement of the Wake Forest Patents against alleged infringers. Instead, KCI is in the process of withdrawing from each of the cases described below that involve the Wake Forest patents.

Other US Intellectual Property Litigation

In May 2007, contemporaneous with the filing of the lawsuit against Smith & Nephew which is detailed above, KCI and Wake Forest filed a case against Medela, for the manufacture, use and sale of NPWT products alleging infringement of the Wake Forest patents. Medela responded by alleging, among other things, that the Wake Forest patents are invalid. Following the October 2010 judgment invalidating the claims in the Wake Forest patents, the case against Medela was stayed. Because KCI believes the Wake Forest patents are invalid, KCI filed an unopposed motion to withdraw from the case, which was granted by the court in February 2013. On May 14, 2013, Wake Forest and Medela filed a stipulation of dismissal with prejudice.

In January 2008, KCI and Wake Forest filed a patent infringement lawsuit against Innovative Therapies, Inc. (“ITI”) in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleged that a NPWT device introduced by ITI in 2007 infringed three Wake Forest patents. ITI responded by alleging, among other things, that the Wake Forest patents are invalid. In January 2013, the Court lifted the stay in the case and requested a status update from the parties. Because KCI believes the Wake Forest patents are invalid, KCI is seeking to withdraw from the case.

In December 2008, KCI, its affiliates and Wake Forest filed a patent infringement lawsuit against Boehringer Wound Systems, LLC, Boehringer Technologies, LP, and Convatec, Inc. in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleged that a NPWT device manufactured by Boehringer and commercialized by Convatec infringed Wake Forest patents. In February 2009, the defendants filed their answer which includes affirmative defenses and counterclaims alleging non-infringement and invalidity of the Wake Forest patents. In January 2013, the Court lifted the stay in the case and requested a status update from the parties. On June 3, 2013, the parties filed a stipulation of Dismissal with Prejudice.

International Intellectual Property Litigation

In June 2007, Medela filed a patent nullity suit in the German Federal Patent Court against Wake Forest's German patent corresponding to European Patent No. EP0620720 (“the '720 Patent”). In March 2008 and February 2009, Mölnlycke Health Care AB and Smith & Nephew, respectively, joined the nullity suit against the '720 Patent. In March 2009, the German Federal Patent Court ruled that the claims of the '720 Patent were invalid and revoked the German patent corresponding to the '720 Patent. A hearing on Wake Forest's appeal, previously set for April 26, 2012 was postponed and reset for February 13, 2013. The nullity complaints were withdrawn the morning of the scheduled hearing pursuant to a settlement between Wake Forest and the nullity plaintiffs, and the hearing did not take place. Although the patent's statutory term expired in November 2012, the withdrawal of the nullity complaints resulted in a reinstatement of the '720 Patent in Germany. As a result, on July 10, 2013, KCI filed a separate suit to nullify the German part of the '720 Patent.

In March 2009, KCI and its affiliates and Wake Forest filed a patent infringement lawsuit asserting the Australian counterpart to the Wake Forest Patents against Smith & Nephew in the Federal Court of Australia, requesting preliminary injunctive relief to prohibit the commercialization of a Smith & Nephew negative pressure wound therapy dressing kit. A full trial on validity and infringement of the Wake Forest patent involved in the case was held in 2010. In September 2011, the Federal Court ruled the asserted claims to be invalid and not infringed by Smith & Nephew's product. Wake Forest appealed the decision and oral arguments were heard before the appellate court in May 2012. Following the settlement between Wake Forest and Smith & Nephew described above, the Federal Court dismissed the appeal on November 30, 2012 without addressing Wake Forest's appeal, and remitted the case to the lower court for costs and damages relating to the initial action filed in 2009. The dismissal renders the ruling of non-infringement and invalidity of the asserted claims final. The patent's statutory term expired in November 2012.

LifeCell Litigation

AlloDerm Cases

LifeCell Corporation is a party to approximately 325 lawsuits filed by individuals alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell Corporation's AlloDerm products. These cases have been consolidated for case management purposes in Middlesex County, New Jersey. The cases are in the early stages of litigation, and none have been set for trial. Although it is not possible to reliably predict the outcome of the litigation, we believe that our defenses to these claims are meritorious and we will defend against these suits vigorously. We have insurance that covers these claims and lawsuits. Recently, we resolved a dispute with our primary products liability carrier and these consolidated cases are being treated as a single occurrence and therefore do not require the exhaustion of a separate self-insured retention to trigger coverage. Based on our existing insurance coverage and our defenses to these cases, we do not expect them to have a material impact on our results of operations or our financial position. As these cases are in their early stages with much discovery still to be conducted, the plaintiffs have yet to set forth their alleged damages. As such, it is impossible for the Company to predict or estimate potential losses if our defenses to these cases are unsuccessful.

Repliform Cases

LifeCell Corporation has recently been named in approximately 60 lawsuits in Middlesex County, Massachusetts, State court in Delaware and Minnesota, as well as federal district court in Minneapolis and the Northern District of Texas. The cases were filed by individuals alleging personal injury and seeking monetary damages for failed gynecological procedures using products sold by Boston Scientific. The LifeCell cases in Middlesex County, Massachusetts were recently filed in the M Session of the Superior Court, which consists of a number of cases involving Boston Scientific synthetic mesh products. The case in Minneapolis will be transferred to an action in West Virginia that is similarly focused on synthetic mesh products. We do not believe LifeCell is a proper party to these lawsuits and are therefore seeking to dismiss these suits. In the event the suits are not dismissed we intend to defend these suits vigorously. We have insurance that covers these claims and lawsuits.

Other Litigation

In February 2009, KCI received a subpoena from the U.S. Department of Health and Human Services Office of Inspector General (“OIG”) seeking records regarding our billing practices under the local coverage policies of the four regional Durable Medical Equipment Medicare Administrative Contractors (“DME MACs”). KCI cooperated with the OIG's inquiry and provided substantial documentation to the OIG and the U.S. Attorneys' office in response to its request. The government's inquiry stemmed from the filing under seal of two qui tam actions against KCI on March 20, 2008 and September 29, 2008 by two former employees in the U.S. District Court, Central District of California, Western Division.  These cases are captioned United States of America, ex rel. Steven J. Hartpence v. Kinetic Concepts, Inc. et al ("Hartpence Matter") and United States of America, ex rel. Geraldine Godecke v. Kinetic Concepts, Inc., et al ("Godecke Matter"). The complaints contend that KCI violated the Federal False Claims Act by billing in a manner that was not consistent with the Local Coverage Determinations issued by the DME MACs and seek recovery of monetary damages. Following the completion of the government's review and its decision declining to intervene in such suits, the live pleadings were ordered unsealed on May 3, 2011.  After reviewing the allegations, KCI filed motions seeking the dismissal of the suits on multiple grounds.  On January 30, 2012, the Court granted KCI's motions dismissing all of the claims in the Hartpence Matter and dismissing all of the claims in the Godecke Matter with the exception of a retaliation claim, which has been stayed pending the appeal of the dismissed claims.  On February 27, 2012 and June 15, 2012, respectively, Hartpence and Godecke each filed a Notice of Appeal to the U.S. Court of Appeals for the Ninth Circuit seeking to reverse the dismissal of their claims by the trial court.  On December 11, 2012, KCI moved the Ninth Circuit to disqualify counsel in the Hartpence and Godecke matters from representing relators on appeal due to their possession and use of KCI's privileged documents.  The Ninth Circuit granted the parties agreed motion to stay the briefing of the merits of the appeals pending resolution of the disqualification motion and on February 25, 2013, remanded KCI's disqualification motion to the U.S. District Court for disposition. On May 20, 2013, the District Court granted KCI's disqualification motions and counsel for both Godecke and Hartpence were disqualified. On July 19, 2013 the Ninth Circuit Court of Appeals issued an Order requiring counsel for Godecke and Hartpence to withdraw from the appeals or show cause why they should not be disqualified.

We are party to several additional lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims. We maintain multiple layers of product liability insurance coverage and we believe these policies and the amounts of coverage are appropriate and adequate.

OTHER COMMITMENTS AND CONTINGENCIES

As a healthcare supplier, we are subject to extensive government regulation, including laws and regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement under various government programs. The marketing, billing, documenting and other practices are all subject to government oversight and review. To ensure compliance with Medicare and other regulations, regional carriers often conduct audits and request patient records and other documents to support claims submitted by us for payment of services rendered to customers.

We also are subject to routine pre-payment and post-payment audits of medical claims submitted to Medicare. These audits typically involve a review, by Medicare or its designated contractors and representatives, of documentation supporting the medical necessity of the therapy provided by us. While Medicare requires us to obtain a comprehensive physician order prior to providing products and services, we are not required to, and do not as a matter of practice require, or subsequently obtain, the underlying medical records supporting the information included in such claim. Following a Medicare request for supporting documentation, we are obligated to procure and submit the underlying medical records retained by various medical facilities and physicians. Obtaining these medical records in connection with a claims audit may be difficult or impossible and, in any event, all of these records are subject to further examination and dispute by an auditing authority. Under standard Medicare procedures, we are entitled to demonstrate the sufficiency of documentation and the establishment of medical necessity, and we have the right to appeal any adverse determinations. If a determination is made that our records or the patients' medical records are insufficient to meet medical necessity or Medicare reimbursement requirements for the claims subject to a pre-payment or post-payment audit, we could be subject to denial, recoupment or refund demands for claims submitted for Medicare reimbursement. In the event that an audit results in discrepancies in the records provided, Medicare may be entitled to extrapolate the results of the audit to make recoupment demands based on a wider population of claims than those examined in the audit.

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Derivative Financial Instruments and Fair Value Measurements - Derivative Financial Instruments (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Interest Rate Protection [Abstract]
Collateral posted	$ 0
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]
Interest Rate Protection [Abstract]
Notional amount of nondesignated interest rate derivatives	1,600,000,000	1,600,000,000
Cost of derivative	2,200,000	2,200,000
Derivative, cap interest rate	2.00%	2.00%
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | Minimum [Member]
Interest Rate Protection [Abstract]
Notional amount decreases by quarter	5,400,000
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Interest Rate Protection [Abstract]
Number of interest rate agreements held	3	3
Derivative, quarterly interest payments, receive rates, maximum	1.25%
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Rate Swap - 2.256%, effective December 31, 2013 [Member]
Interest Rate Protection [Abstract]
Notional amount of nondesignated interest rate derivatives	512,633,000
Fixed Interest Rate	2.256%
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Rate Swap - 2.249%, effective December 31, 2013 [Member]
Interest Rate Protection [Abstract]
Notional amount of nondesignated interest rate derivatives	512,633,000
Fixed Interest Rate	2.249%
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Rate Swap - 2.250%, effective December 31, 2013 [Member]
Interest Rate Protection [Abstract]
Notional amount of nondesignated interest rate derivatives	512,633,000
Fixed Interest Rate	2.25%
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Minimum [Member]
Interest Rate Protection [Abstract]
Notional amount decreases by quarter	1,700,000
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Maximum [Member]
Interest Rate Protection [Abstract]
Notional amount decreases by quarter	56,400,000
Not Designated as Hedging Instrument [Member] | Foreign Currency Exchange Contracts [Member]
Foreign Currency Exchange Risk Mitigation [Abstract]
Notional amount of nondesignated foreign currency derivatives	64,000,000	59,100,000
Senior Secured Credit Facility [Member]
Derivative [Line Items]
Long-term Debt, Fair Value	2,200,000,000	2,300,000,000
Fixed Rate Long-Term Debt [Member]
Derivative [Line Items]
Long-term Debt, Fair Value	$ 2,500,000,000	$ 2,400,000,000

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Subsequent Event

6 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Acquisition of Systagenix^TM 

On July 30, 2013, KCI announced that it had signed a definitive agreement to acquire Systagenix, an established provider of advanced wound care ("AWC") products, for a purchase price of $485.0 million. KCI has commenced marketing of $350 million of incremental borrowings under our existing Senior Secured Credit Facility to be used along with cash on hand to fund the purchase price. Systagenix has a broad portfolio of innovative AWC products with a focus on moist wound healing dressings - including PROMOGRAN PRISMA®, the collagen dressing market leader, TIELLE® (foam) and ADAPTIC® (non adherent contact layers). Systagenix' manufacturing, marketing and sales teams supply and distribute over 20 million advanced wound care dressings each month to more than 100 countries. The company, formerly part of Johnson & Johnson, generates annual revenue of approximately $200.0 million and has approximately 800 employees worldwide, including an experienced team of research and development scientists dedicated to advancing skin and wound care. Combining Systagenix' expertise with KCI's innovation pipeline will create additional value for customers and help speed healing and reduce complications for patients. The acquisition of Systagenix is subject to customary closing conditions, including applicable antitrust approvals. The transaction is expected to close in the fourth quarter of 2013.

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2013

Other Comprehensive Income [Abstract]

Comprehensive Income (Loss) Note

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (in thousands):

	Accumulated Foreign Currency Translation Adjustment			Investment Gain		Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2012	$	(517	)	$	—	$	(517	)
Investment gain, net of tax expense of $1,075	—			1,716		1,716
Foreign currency translation adjustment, net of tax benefit of $559	(4,135		)	—		(4,135		)
Balances at June 30, 2013	$	(4,652	)	$	1,716	$	(2,936	)

During the six months ended June 30, 2013, there were no reclassification adjustments out of accumulated other comprehensive loss to net loss.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(a)Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “the Codification”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, financial position and cash flows in conformity with GAAP. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our results for the interim periods presented. Certain prior period amounts have been reclassified to conform to the 2013 presentation.

On August 15, 2012, KCI announced that it had entered into an asset purchase agreement with Getinge for the sale of KCI's Therapeutic Support Systems ("TSS") business (the “Agreement”). The transaction closed on November 8, 2012. The final adjusted purchase price paid by Getinge to KCI was $241.5 million. Under the terms of the Agreement, Getinge offered employment to TSS employees and we agreed to provide transition services to Getinge after the close of the transaction. In accordance with the Codification, depreciation and amortization of the long-lived assets subject to the Agreement ceased as of August 15, 2012. Additionally, the results of the operations subject to the Agreement, excluding the allocation of general corporate overhead, are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented. Discontinued operations amounts related to TSS also exclude incremental expenses related to our transition services agreement with Getinge and the service fee payable by Getinge under the transition services agreement.

The Company has two reportable operating segments which correspond to our two global businesses: KCI and LifeCell Corporation ("LifeCell"). We have two primary geographic regions for which we provide supplemental information: the Americas, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised of Europe, the Middle East, Africa and the Asia Pacific region.

The condensed consolidated financial statements appearing in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(b)Derivative Financial Instruments and Fair Value Measurements

We use derivative financial instruments to manage the economic impact of fluctuations in interest rates. We do not use financial instruments for speculative or trading purposes. Periodically, we enter into interest rate protection agreements to modify the interest characteristics of our outstanding debt. Our interest rate derivatives have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period.

We also use derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on our intercompany balances and corresponding cash flows and to manage our transactional currency exposures when our foreign subsidiaries enter into transactions denominated in currencies other than their local currency. We enter into foreign currency exchange contracts to manage these economic risks. These contracts are not designated as hedges; as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. Although we use master netting agreements with our derivative counterparties, we do not offset derivative asset and liability positions in the condensed consolidated balance sheets.

All derivative instruments are recorded on the balance sheets at fair value. The fair values of our interest rate derivatives and foreign currency exchange contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly-quoted markets, which represent level 2 inputs as defined by the Codification.

(c)Concentration of Credit Risk

We have a concentration of credit risk with financial institutions related to our derivative instruments. As of June 30, 2013, Morgan Stanley, UBS and HSBC were the counterparties on our interest rate protection agreements consisting of interest rate swap and cap agreements in notional amounts totaling $1.033 billion each. We use master netting agreements with our derivative counterparties to reduce our risk and use multiple counterparties to reduce our concentration of credit risk.

We maintain cash and cash equivalents with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits bear minimal credit risk as they are maintained at financial institutions of reputable credit and generally may be redeemed upon demand.

(d)Recently Adopted Accounting Standards

In January 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." The objective of this guidance is to clarify offsetting disclosures that apply to accounting for derivatives and hedging, including bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements and securities lending transactions. This guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

In January 2013, the FASB issued ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The objective of this guidance is to improve reporting of reclassifications out of accumulated other comprehensive income. The guidance does not change current requirements for reporting net income or other comprehensive income in financial statements. The guidance requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income by component, and present either in the income statement or notes, significant amounts reclassified by the respective line items of net income. For public entities, this guidance is effective for reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on our results of operations, financial position or disclosures.

(e)   Long-Lived Assets

During the second quarter of 2013, we recorded a $30.3 million fixed asset impairment charge.

(f)   Identifiable Intangible Assets

Identifiable intangible assets include developed technology, in process research and development, customer relationships, tradenames and patents. When it is determined that the carrying value of identifiable intangible assets may not be recoverable based upon the existence of one or more indicators of impairment, the measurement of any impairment is determined and the carrying value is reduced as appropriate. During the second quarter and first six months of 2013, write-offs of $4.0 million and $13.4 million, respectively, of in-process research and development costs were recorded due to the discontinuation of certain projects.

(g)   Other Significant Accounting Policies

For further information on our significant accounting policies, see Note 1 of the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Accumulated other comprehensive income (loss), net	$ (2,936)		$ (2,936)		$ (517)
Investment gain, net of taxes of $690 in 2013	614	0	1,716	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	(2,359)	(9,941)	(4,135)	(3,184)
Accumulated Net Unrealized Investment Gain (Loss) [Member]
Accumulated other comprehensive income (loss), net	1,716		1,716		0
Foreign currency translation adjustment, net of tax benefit of $388 in 2013 and tax expense of $8 in 2012			0
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated other comprehensive income (loss), net	(2,936)		(2,936)		(517)
Investment gain, net of taxes of $690 in 2013			1,716
Foreign currency translation adjustment, net of tax benefit of $388 in 2013 and tax expense of $8 in 2012			(4,135)
Accumulated Translation Adjustment [Member]
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax			0
Accumulated other comprehensive income (loss), net	(4,652)		(4,652)		(517)
Investment gain, net of taxes of $690 in 2013			$ 0

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Supplemental Balance Sheet Data (Tables)

6 Months Ended

Jun. 30, 2013

Balance Sheet Related Disclosures [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Gross trade accounts receivable:
Billed trade accounts receivable	$	362,572		$	370,708
Unbilled receivables	44,138			45,466
Less:  Allowance for revenue adjustments	(68,539		)	(71,770		)
Gross trade accounts receivable	338,171			344,404
Less:  Allowance for bad debt	(4,735		)	(4,768		)
Net trade accounts receivable	333,436			339,636
Other receivables	13,174			16,082
	$	346,610		$	355,718

Schedule of Inventories, Net

Inventories consist of the following (in thousands):

	June 30, 2013			December 31, 2012
Finished goods and tissue available for distribution	$	104,677		$	96,573
Goods and tissue in-process	11,868			12,421
Raw materials, supplies, parts and unprocessed tissue	58,984			45,993
	175,529			154,987
Less: Amounts expected to be converted into equipment for short-term rental	(13,760		)	(5,237		)
Reserve for excess and obsolete inventory	(10,873		)	(9,900		)
	$	150,896		$	139,850

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Guarantor Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2013

Guarantor Condensed Consolidating Financial Statements [Abstract]

Guarantor Condensed Consolidating Financial Statements

Guarantor Condensed Consolidating Financial Statements

Our 10.5% Second Lien Notes and 12.5% Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by us and each of our material 100% owned subsidiaries, other than the subsidiaries that are co-issuers of the notes, foreign subsidiaries and subsidiaries whose only assets are investments in foreign subsidiaries. The non-guarantor subsidiaries do not have any payment obligations under the 10.5% Second Lien Notes or 12.5% Unsecured Notes. Subject to the terms of the10.5% Second Lien Notes and 12.5% Unsecured Notes indentures, the guarantee of a subsidiary guarantor will terminate upon:

(1) a sale or other disposition (including by way of consolidation or merger) of the capital stock of such guarantor or the sale or disposition of all or substantially all the assets of such subsidiary guarantor (other than to the Company or a restricted subsidiary) otherwise permitted by the 10.5% Second Lien Notes or 12.5% Unsecured Notes indentures,

(2) the designation in accordance with the10.5% Second Lien Notes or 12.5% Unsecured Notes indenture of the guarantor as an unrestricted subsidiary or the occurrence of any event after which the guarantor is no longer a restricted subsidiary,

(3) defeasance or discharge of the10.5% Second Lien Notes or 12.5% Unsecured Notes, or

(4) upon the achievement of investment grade status by the10.5% Second Lien Notes or 12.5% Unsecured Notes; provided that such guarantee shall be reinstated upon the reversion date.

In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, such non-guarantor subsidiary will pay the holders of its debt and other liabilities, including its trade creditors, before it will be able to distribute any of its assets to us. In the future, any non-U.S. subsidiaries, immaterial subsidiaries and subsidiaries that we designate as unrestricted subsidiaries under the 10.5% Second Lien Notes and 12.5% Unsecured Notes indentures will not guarantee the 10.5% Second Lien Notes or 12.5% Unsecured Notes. As of June 30, 2013, there were no restrictions on the ability of subsidiary guarantors to transfer funds to the parent company.

As a result of the guarantee arrangements, we are presenting the following condensed consolidated balance sheets, statements of operations and comprehensive income (loss), and statements of cash flows of the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries.

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

June 30, 2013

(in thousands)

(unaudited)

	Centaur Guernsey L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	172,872	$	—	$	122,347		$	—		$	295,617
Accounts receivable, net	—		178,329		59,932		108,349			—			346,610
Inventories, net	—		121,037		99,251		68,481			(137,873		)	150,896
Deferred income taxes	—		44,315		—		3,302			(47,617		)	—
Prepaid expenses and other	—		39,995		7,768		359,960			(349,852		)	57,871
Intercompany receivables	166		1,365,504		2,252,164		186,860			(3,804,694		)	—
Total current assets	564		1,922,052		2,419,115		849,299			(4,340,036		)	850,994
Net property, plant and equipment	—		278,660		80,848		193,567			(226,856		)	326,219
Debt issuance costs, net	—		106,959		—		—			—			106,959
Deferred income taxes	—		—		—		19,647			—			19,647
Goodwill	—		2,483,240		996,535		—			—			3,479,775
Identifiable intangible assets, net	—		399,961		1,996,717		164,873			—			2,561,551
Other non-current assets	—		381		186		94,750			(90,899		)	4,418
Intercompany loan receivables	—		790,000		372,504		—			(1,162,504		)	—
Intercompany investments	1,350,676		357,287		426,278		—			(2,134,241		)	—
	$	1,351,240	$	6,338,540	$	6,292,183	$	1,322,136		$	(7,954,536	)	$	7,349,563
Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	14,936	$	13,879	$	15,076		$	—		$	43,891
Accrued expenses and other	—		190,961		234,363		49,364			(184,332		)	290,356
Intercompany payables	3,932		772,620		2,511,956		516,186			(3,804,694		)	—
Current installments of long-term debt	—		23,576		1,077		—			—			24,653
Income taxes payable	—		2,140		—		(2,140		)	—			—
Deferred income taxes	—		—		80,779		—			(47,617		)	33,162
Total current liabilities	3,932		1,004,233		2,842,054		578,486			(4,036,643		)	392,062
Long-term debt, net of current installments and discount	—		4,506,199		876		—			—			4,507,075
Non-current tax liabilities	—		41,575		—		4,869			—			46,444
Deferred income taxes	—		121,837		847,651		53,720			—			1,023,208
Other non-current liabilities	160		32,074		380		1,012			—			33,626
Intercompany loan payables	—		370,921		790,000		1,583			(1,162,504		)	—
Total liabilities	4,092		6,076,839		4,480,961		639,670			(5,199,147		)	6,002,415
Total equity	1,347,148		261,701		1,811,222		682,466			(2,755,389		)	1,347,148
	$	1,351,240	$	6,338,540	$	6,292,183	$	1,322,136		$	(7,954,536	)	$	7,349,563

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

December 31, 2012

(in thousands)

	Centaur Guernsey L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	276,788		$	—	$	105,964	$	—		$	383,150
Accounts receivable, net	—		174,534			58,244		122,940		—			355,718
Inventories, net	—		94,345			71,676		60,635		(86,806		)	139,850
Deferred income taxes	—		38,451			—		3,642		(42,093		)	—
Prepaid expenses and other	—		25,083			6,591		294,437		(286,600		)	39,511
Intercompany receivables	166		1,337,915			2,149,981		147,473		(3,635,535		)	—
Total current assets	564		1,947,116			2,286,492		735,091		(4,051,034		)	918,229
Net property, plant and equipment	—		281,950			79,049		190,419		(162,936		)	388,482
Debt issuance costs, net	—		96,476			—		—		—			96,476
Deferred income taxes	—		—			—		20,003		—			20,003
Goodwill	—		2,483,240			996,535		—		—			3,479,775
Identifiable intangible assets, net	—		441,620			2,045,091		179,490		—			2,666,201
Other non-current assets	—		324			186		95,988		(90,900		)	5,598
Intercompany loan receivables	—		800,000			366,134		—		(1,166,134		)	—
Intercompany investments	1,459,261		302,027			409,702		—		(2,170,990		)	—
	$	1,459,825	$	6,352,753		$	6,183,189	$	1,220,991	$	(7,641,994	)	$	7,574,764
Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	17,869		$	13,093	$	10,008	$	—		$	40,970
Accrued expenses and other	—		172,356			236,838		62,226		(187,257		)	284,163
Intercompany payables	2,361		723,096			2,389,863		520,215		(3,635,535		)	—
Current installments of long-term debt	—		23,383			—		—		—			23,383
Income taxes payable	—		(1,452		)	—		1,452		—			—
Deferred income taxes	—		—			99,621		—		(42,093		)	57,528
Total current liabilities	2,361		935,252			2,739,415		593,901		(3,864,885		)	406,044
Long-term debt, net of current installments and discount	—		4,554,112			—		—		—			4,554,112
Non-current tax liabilities	—		36,711			—		7,754		—			44,465
Deferred income taxes	—		115,652			888,597		65,231		—			1,069,480
Other non-current liabilities	68		41,360			375		1,464		—			43,267
Intercompany loan payables	—		366,135			800,000		—		(1,166,135		)	—
Total liabilities	2,429		6,049,222			4,428,387		668,350		(5,031,020		)	6,117,368
Total equity	1,457,396		303,531			1,754,802		552,641		(2,610,974		)	1,457,396
	$	1,459,825	$	6,352,753		$	6,183,189	$	1,220,991	$	(7,641,994	)	$	7,574,764

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the three months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	155,244		$	1,013		$	33,988		$	—		$	190,245
Sales	—			74,428			196,572			160,448			(189,014		)	242,434
Total revenue	—			229,672			197,585			194,436			(189,014		)	432,679
Rental expenses	13			61,149			3,328			56,413			(30,521		)	90,382
Cost of sales	29			47,596			144,151			59,251			(191,702		)	59,325
Gross profit (loss)	(42		)	120,927			50,106			78,772			33,209			282,972
Selling, general and administrative expenses	621			120,228			47,902			36,291			(59		)	204,983
Research and development expenses	—			8,454			8,265			3,678			—			20,397
Acquired intangible asset amortization	—			20,414			18,088			7,959			—			46,461
Operating earnings (loss)	(663		)	(28,169		)	(24,149		)	30,844			33,268			11,131
Non-operating intercompany transactions	—			8,300			(101		)	(28,829		)	20,630			—
Interest income and other	—			18,510			3,063			40			(20,709		)	904
Interest expense	—			(108,622		)	(17,661		)	(84		)	20,709			(105,658		)
Loss on extinguishment of debt	—			(2,164		)	—			—			—			(2,164		)
Foreign currency loss	—			(5,943		)	(135		)	(1,694		)	—			(7,772		)
Derivative instruments loss	—			10,556			—			—			—			10,556
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(663		)	(107,532		)	(38,983		)	277			53,898			(93,003		)
Income tax benefit	—			(18,526		)	(8,917		)	(3,613		)	—			(31,056		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(663		)	(89,006		)	(30,066		)	3,890			53,898			(61,947		)
Equity in earnings (loss) of subsidiaries	(61,912		)	(25,033		)	4,540			—			82,405			—
Earnings (loss) from continuing operations	(62,575		)	(114,039		)	(25,526		)	3,890			136,303			(61,947		)
Earnings (loss) from discontinued operations, net of tax	—			(1,527		)	—			650			249			(628		)
Net earnings (loss)	$	(62,575	)	$	(115,566	)	$	(25,526	)	$	4,540		$	136,552		$	(62,575	)
Total comprehensive income (loss)	$	(64,320	)	$	(117,311	)	$	(27,271	)	$	2,795		$	141,787		$	(64,320	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the three months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	164,983		$	1,504		$	41,015		$	—		$	207,502
Sales	—			73,612			104,859			131,600			(79,458		)	230,613
Total revenue	—			238,595			106,363			172,615			(79,458		)	438,115
Rental expenses	1			78,988			1,349			67,088			(26,892		)	120,534
Cost of sales	18			37,533			37,654			59,051			(68,539		)	65,717
Gross profit (loss)	(19		)	122,074			67,360			46,476			15,973			251,864
Selling, general and administrative expenses	474			92,760			32,257			28,923			(686		)	153,728
Research and development expenses	—			6,309			8,930			2,303			—			17,542
Acquired intangible asset amortization	—			25,054			18,668			10,075			—			53,797
Operating earnings (loss)	(493		)	(2,049		)	7,505			5,175			16,659			26,797
Non-operating intercompany transactions	—			5,641			2,161			(12,210		)	4,408			—
Interest income and other	—			18,159			3,062			43			(21,238		)	26
Interest expense	—			(120,327		)	(18,175		)	(33		)	21,238			(117,297		)
Foreign currency gain (loss)	—			18,875			(50		)	(1,869		)	—			16,956
Derivative instruments loss	—			(13,582		)	—			—			—			(13,582		)
Loss from continuing operations before income tax benefit and equity in earnings loss of subsidiaries	(493		)	(93,283		)	(5,497		)	(8,894		)	21,067			(87,100		)
Income tax benefit	—			(22,346		)	(4,029		)	(6,123		)	—			(32,498		)
Loss from continuing operations before equity in loss of subsidiaries	(493		)	(70,937		)	(1,468		)	(2,771		)	21,067			(54,602		)
Equity in loss of subsidiaries	(54,141		)	(1,498		)	(3,506		)	—			59,145			—
Loss from continuing operations	(54,634		)	(72,435		)	(4,974		)	(2,771		)	80,212			(54,602		)
Earnings (loss) from discontinued operations, net of tax	—			(2,276		)	1,490			(735		)	1,489			(32		)
Net loss	$	(54,634	)	$	(74,711	)	$	(3,484	)	$	(3,506	)	$	81,701		$	(54,634	)
Total comprehensive loss	$	(64,575	)	$	(84,652	)	$	(13,425	)	$	(13,447	)	$	111,524		$	(64,575	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the six months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	305,712		$	3,253		$	69,443		$	—		$	378,408
Sales	—			143,637			416,255			322,348			(412,085		)	470,155
Total revenue	—			449,349			419,508			391,791			(412,085		)	848,563
Rental expenses	13			123,498			8,170			113,335			(57,283		)	187,733
Cost of sales	54			97,731			253,909			119,908			(356,046		)	115,556
Gross profit (loss)	(67		)	228,120			157,429			158,548			1,244			545,274
Selling, general and administrative expenses	1,129			202,656			92,565			70,254			(179		)	366,425
Research and development expenses	—			15,356			16,521			6,302			—			38,179
Acquired intangible asset amortization	—			41,651			36,367			15,989			—			94,007
Operating earnings (loss)	(1,196		)	(31,543		)	11,976			66,003			1,423			46,663
Non-operating intercompany transactions	—			60,252			58,754			(52,353		)	(66,653		)	—
Interest income and other	—			36,194			6,126			69			(41,327		)	1,062
Interest expense	—			(219,761		)	(35,218		)	(94		)	41,327			(213,746		)
Loss on extinguishment of debt	—			(2,164		)	—			—			—			(2,164		)
Foreign currency gain (loss)	—			5,480			(213		)	(8,464		)	—			(3,197		)
Derivative instruments gain	—			10,040			—			—			—			10,040
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(1,196		)	(141,502		)	41,425			5,161			(65,230		)	(161,342		)
Income tax benefit	—			(46,097		)	(4,183		)	(5,744		)	—			(56,024		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(1,196		)	(95,405		)	45,608			10,905			(65,230		)	(105,318		)
Equity in earnings (loss) of subsidiaries	(106,166		)	55,260			10,814			—			40,092			—
Earnings (loss) from continuing operations	(107,362		)	(40,145		)	56,422			10,905			(25,138		)	(105,318		)
Loss from discontinued operations, net of tax	—			(2,394		)	(2		)	(91		)	443			(2,044		)
Net earnings (loss)	$	(107,362	)	$	(42,539	)	$	56,420		$	10,814		$	(24,695	)	$	(107,362	)
Total comprehensive income (loss)	$	(109,781	)	$	(44,958	)	$	54,001		$	8,395		$	(17,438	)	$	(109,781	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)

	For the six months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	330,658		$	2,766		$	81,770		$	—		$	415,194
Sales	—			144,007			208,390			237,228			(134,171		)	455,454
Total revenue	—			474,665			211,156			318,998			(134,171		)	870,648
Rental expenses	2			164,242			2,562			139,496			(58,725		)	247,577
Cost of sales	36			107,029			74,751			116,546			(166,521		)	131,841
Gross profit (loss)	(38		)	203,394			133,843			62,956			91,075			491,230
Selling, general and administrative expenses	951			168,974			63,977			69,787			(686		)	303,003
Research and development expenses	—			13,954			17,699			4,657			—			36,310
Acquired intangible asset amortization	—			58,777			40,586			23,164			—			122,527
Operating earnings (loss)	(989		)	(38,311		)	11,581			(34,652		)	91,761			29,390
Non-operating intercompany transactions	—			66,374			128,312			(221,569		)	26,883			—
Interest income and other	—			36,728			6,125			82			(42,479		)	456
Interest expense	—			(241,251		)	(36,350		)	(65		)	42,479			(235,187		)
Foreign currency gain (loss)	—			9,121			148			(3,583		)	—			5,686
Derivative instruments gain (loss)	—			(19,894		)	—			—			—			(19,894		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(989		)	(187,233		)	109,816			(259,787		)	118,644			(219,549		)
Income tax expense (benefit)	—			(39,259		)	(30,952		)	(9,738		)	—			(79,949		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(989		)	(147,974		)	140,768			(250,049		)	118,644			(139,600		)
Equity in earnings (loss) of subsidiaries	(144,323		)	(102,498		)	(254,512		)	—			501,333			—
Earnings (loss) from continuing operations	(145,312		)	(250,472		)	(113,744		)	(250,049		)	619,977			(139,600		)
Earnings (loss) from discontinued operations, net of tax	—			(7,293		)	3,473			(4,463		)	2,571			(5,712		)
Net earnings (loss)	$	(145,312	)	$	(257,765	)	$	(110,271	)	$	(254,512	)	$	622,548		$	(145,312	)
Total comprehensive income (loss)	$	(148,496	)	$	(260,949	)	$	(113,455	)	$	(257,696	)	$	632,100		$	(148,496	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30, 2013
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(107,362	)	$	(42,539	)	$	56,420		$	10,814		$	(24,695	)	$	(107,362	)
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities	2,767			145,087			(12,136		)	(49,950		)	61,987			147,755
Net cash provided (used) by operating activities	(104,595		)	102,548			44,284			(39,136		)	37,292			40,393
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(90,855		)	(8,962		)	(67,434		)	119,179			(48,072		)
Increase in identifiable intangible assets and other non-current assets	—			(49		)	(2,375		)	(134		)	—			(2,558		)
Net cash provided (used) by investing activities	—			(90,904		)	(11,337		)	(67,568		)	119,179			(50,630		)
Cash flows from financing activities:
Distribution to limited partners	(1,572		)	—			—			—			—			(1,572		)
Repayments of long-term debt and capital lease obligations	—			(52,959		)	—			33			—			(52,926		)
Payment of debt issuance costs	—			(21,122		)	—			—			—			(21,122		)
Proceeds (payments) on intercompany loans	—			14,786			(16,371		)	1,585			—			—
Proceeds (payments) on intercompany investments	106,167			(56,265		)	(16,576		)	123,145			(156,471		)	—
Net cash provided (used) by financing activities	104,595			(115,560		)	(32,947		)	124,763			(156,471		)	(75,620		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1,676		)	—			(1,676		)
Net increase (decrease) in cash and cash equivalents	—			(103,916		)	—			16,383			—			(87,533		)
Cash and cash equivalents, beginning of period	398			276,788			—			105,964			—			383,150
Cash and cash equivalents, end of period	$	398		$	172,872		$	—		$	122,347		$	—		$	295,617

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)

	For the six months ended June 30, 2012
	Centaur Guernsey L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net loss	$	(145,312	)	$	(257,765	)	$	(110,271	)	$	(254,512	)	$	622,548		$	(145,312	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities	989			202,310			(26,651		)	824,643			(774,047		)	227,244
Net cash provided (used) by operating activities	(144,323		)	(55,455		)	(136,922		)	570,131			(151,499		)	81,932
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(17,254		)	(12,796		)	(50,696		)	34,211			(46,535		)
Increase in identifiable intangible assets and other non-current assets	—			26			(2,962		)	110			1			(2,825		)
Net cash provided (used) by investing activities	—			(17,228		)	(15,758		)	(50,586		)	34,212			(49,360		)
Cash flows from financing activities:
Capital contributions from limited partners	239			—			—			—			—			239
Repayments of long-term debt and capital lease obligations	—			(8,300		)	—			(3		)	(3,355		)	(11,658		)
Proceeds (payments) on intercompany loans	—			(105,245		)	30,225			75,020			—			—
Payment of debt issuance costs	—			(111		)	—			—			—			(111		)
Proceeds (payments) on intercompany investments	144,084			225,223			122,455			(612,404		)	120,642			—
Net cash provided (used) by financing activities	144,323			111,567			152,680			(537,387		)	117,287			(11,530		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(720		)	—			(720		)
Net increase in cash and cash equivalents	—			38,884			—			(18,562		)	—			20,322
Cash and cash equivalents, beginning of period	411			142,652			—			72,363			—			215,426
Cash and cash equivalents, end of period	$	411		$	181,536		$	—		$	53,801		$	—		$	235,748

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2013

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss are as follows (in thousands):

	Accumulated Foreign Currency Translation Adjustment			Investment Gain		Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2012	$	(517	)	$	—	$	(517	)
Investment gain, net of tax expense of $1,075	—			1,716		1,716
Foreign currency translation adjustment, net of tax benefit of $559	(4,135		)	—		(4,135		)
Balances at June 30, 2013	$	(4,652	)	$	1,716	$	(2,936	)

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consists of the following (in thousands):

	June 30, 2013			December 31, 2012
Senior Dollar Term D-1 Credit Facility (1) – due 2018	$	1,605,632		$	1,613,700
Senior Euro Term D-1 Credit Facility (1) – due 2018	320,264			327,022
Senior Term D-2 Credit Facility (1) – due 2016	320,141			321,750
10.5% Second Lien Senior Secured Notes due 2018	1,750,000			1,750,000
12.5% Senior Unsecured Notes due 2019	612,000			650,000
3.25% Convertible Senior Notes due 2015	701			701
IBM Financing	2,465			—
Notional amount of debt	4,611,203			4,663,173
Senior Dollar Term D-1 Credit Facility Discount, net of accretion	(33,681		)	(33,840		)
Senior Euro Term D-1 Credit Facility Discount, net of accretion	(11,296		)	(13,353		)
Senior Term D-2 Credit Facility Discount, net of accretion	(5,230		)	(7,064		)
Second Lien Senior Secured Notes Discount, net of accretion	(26,073		)	(27,827		)
Senior Unsecured Notes Discount, net of accretion	(3,195		)	(3,594		)
Net discount on debt	(79,475		)	(85,678		)
Total debt, net of discount	4,531,728			4,577,495
Less:  Current installments	(24,653		)	(23,383		)
	$	4,507,075		$	4,554,112

_____________________________

(1) On June 14, 2013, we entered into Amendment No. 2 to our senior secured credit facility. As a result of the amendment we created new classes of Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans, having the same rights and obligations as the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans as set forth in the Credit Agreement and Loan Documents, except as revised by the amendment.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 13, 2013 Class A-1 Partnership Units [Member]	Aug. 13, 2013 Class A-2 Partnership Units [Member]
Document Information [Line Items]
Entity Registrant Name	CENTAUR GUERNSEY L.P. INC.
Entity Central Index Key	0001557939
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		341,410,891.610	755,785.200
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013

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Derivative Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table sets forth the location and aggregate fair value amounts of all derivative instruments with credit-related contingent features (in thousands):

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
		June 30, 2013		December 31, 2012			June 30, 2013		December 31, 2012
Derivatives not designated as hedging instruments
Interest rate swap agreements	Prepaid expenses and other	$	—	$	—	Accrued expenses and other	$	276	$	—
Interest rate swap agreements	Other non-current assets	—		—		Other non-current liabilities	25,340		34,868
Interest rate cap agreements	Prepaid expenses and other	3		9		Accrued expenses and other	—		—
Foreign currency exchange contracts	Prepaid expenses and other	1,087		520		Accrued expenses and other	1,097		2,980
Total derivatives		$	1,090	$	529		$	26,713	$	37,848

Not Designated as Hedging Instrument [Member]

Derivative [Line Items]

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following table summarizes the amount of gain (loss) on derivatives not designated as hedging instruments (dollars in thousands):

	Three months ended June 30,					Six months ended June 30,
	2013		2012			2013			2012
Interest rate swap agreements	$	9,953	$	(16,715	)	$	9,252		$	(18,297	)
Interest rate cap agreements	1		(332		)	(5		)	(1,445		)
Foreign currency exchange contracts	602		3,465			793			(152		)
	$	10,556	$	(13,582	)	$	10,040		$	(19,894	)

Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]

Derivative [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table summarizes our interest rate swap agreements (dollars in thousands):

Effective Dates	Original Notional Amount	Fixed Interest Rate
12/31/13-12/31/16	$512,633	2.256%
12/31/13-12/31/16	$512,633	2.249%
12/31/13-12/31/16	$512,633	2.250%