[PART I. Financial Information](index=3&type=section&id=PART%20I.%20Financial%20Information) Presents ICU Medical's unaudited condensed consolidated financial statements and related disclosures for Q3 and YTD September 2021 [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Presents ICU Medical's unaudited condensed consolidated financial statements and related disclosures for Q3 and YTD September 2021 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Provides a snapshot of the company's financial position, including assets, liabilities, and equity as of September 30, 2021 | Balance Sheet Highlights (In thousands) | Sep 30, 2021 (Unaudited) | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $1,011,237 | $920,777 | | Cash and cash equivalents | $519,485 | $396,097 | | Inventories | $291,601 | $314,928 | | **Total Assets** | **$1,839,351** | **$1,763,691** | | **Total Current Liabilities** | $185,077 | $195,488 | | **Total Stockholders' Equity** | **$1,589,972** | **$1,502,265** | | **Total Liabilities and Stockholders' Equity** | **$1,839,351** | **$1,763,691** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income for the three and nine months ended September 30, 2021 | Income Statement (In thousands, except per share) | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **Total Revenues** | **$336,060** | **$318,567** | | Gross Profit | $127,791 | $113,924 | | Income From Operations | $38,380 | $25,530 | | **Net Income** | **$31,081** | **$24,986** | | Diluted EPS | $1.43 | $1.16 | | Income Statement (In thousands, except per share) | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **Total Revenues** | **$975,783** | **$950,553** | | Gross Profit | $364,000 | $341,623 | | Income From Operations | $99,420 | $71,143 | | **Net Income** | **$83,210** | **$60,728** | | Diluted EPS | $3.83 | $2.82 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2021 | Cash Flow Summary (In thousands) | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $184,917 | $144,226 | | Net cash used in investing activities | ($57,746) | ($57,236) | | Net cash used in financing activities | ($1,591) | ($4,466) | | **Net increase in cash and cash equivalents** | **$123,388** | **$82,323** | | Cash and cash equivalents, beginning of period | $396,097 | $268,670 | | **Cash and cash equivalents, end of period** | **$519,485** | **$350,993** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Offers detailed disclosures on accounting policies, revenue breakdown, and significant corporate events including the Smiths Medical acquisition Revenue by Product Line (in thousands) | Product line | Three months ended Sep 30, 2021 | Nine months ended Sep 30, 2021 | | :--- | :--- | :--- | | Infusion Consumables | $144,850 | $407,419 | | Infusion Systems | $90,688 | $259,683 | | IV Solutions | $89,237 | $271,834 | | Critical Care | $11,285 | $36,847 | | **Total Revenues** | **$336,060** | **$975,783** | - The earn-out measurement period for the Pursuit acquisition ended as of June 30, 2021, with the final earn-out amount calculated at **$26.3 million** This amount was paid in October 2021[60](index=60&type=chunk)[99](index=99&type=chunk) - In August 2021, an arbitrator concluded that performance targets for the Hospira Infusion Systems (HIS) earn-out were not met, and therefore Pfizer is not entitled to any payments[100](index=100&type=chunk) - In September 2021, the company entered into a definitive agreement to acquire Smiths Medical for approximately **$1.9 billion** in cash, **2.5 million** shares of common stock, and a potential **$100 million** earn-out The transaction is expected to close in early 2022[103](index=103&type=chunk) - To finance the Smiths acquisition, the company has secured a debt commitment for senior secured credit facilities of up to **$2.2 billion**, including term loans and a revolving credit facility[104](index=104&type=chunk)[165](index=165&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, liquidity, and capital resources, with a focus on the Smiths Medical acquisition [Consolidated Results of Operations](index=34&type=section&id=Consolidated%20Results%20of%20Operations) Analyzes the company's revenue growth, gross margin improvements, and changes in operating expenses for the third quarter of 2021 Q3 Revenue by Product Line (in millions) | Product Line | Q3 2021 | Q3 2020 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Infusion Consumables | $144.9 | $116.1 | $28.8 | 24.8% | | Infusion Systems | $90.7 | $88.4 | $2.3 | 2.6% | | IV Solutions | $89.2 | $101.9 | ($12.7) | -12.5% | | Critical Care | $11.3 | $12.2 | ($0.9) | -7.4% | - Gross margin for Q3 2021 increased to **38.0%** from **35.8%** in Q3 2020, primarily due to product mix and increased plant volumes, which offset higher costs for raw materials, labor, and freight[136](index=136&type=chunk) - SG&A expenses increased by **5.5%** in Q3 2021 compared to the prior year, mainly due to a **$3.4 million** increase in compensation expense and a **$1.4 million** increase in commissions, partially offset by a **$2.6 million** decrease in bad debt expense[138](index=138&type=chunk) - Strategic transaction and integration expenses in Q3 2021 were **$4.3 million**, primarily related to costs incurred for the definitive agreement to acquire Smiths Medical[143](index=143&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, operating cash flow, and financing plans for the pending Smiths Medical acquisition - Cash, cash equivalents, and investments increased by **$120.9 million** during the first nine months of 2021, reaching **$544.7 million** at September 30, 2021[153](index=153&type=chunk) - Net cash provided by operating activities for the nine months ended September 30, 2021, was **$184.9 million**, compared to **$144.2 million** for the same period in 2020[154](index=154&type=chunk)[155](index=155&type=chunk) - The company plans to use cash on hand and new debt facilities of up to **$2.2 billion** to finance the Smiths acquisition The new facilities will include an **$850 million** term loan A, an **$850 million** term loan B, and a **$500 million** revolving credit facility[165](index=165&type=chunk)[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Identifies the company's exposure to market risks, primarily interest rate fluctuations and foreign currency exchange rates - Upon closing the Smiths acquisition, the company will be exposed to significant interest rate risk from new variable-rate debt facilities totaling approximately **$2.2 billion**, including **$1.7 billion** in term loans[184](index=184&type=chunk) - The company has foreign exchange risk from its international operations As of September 30, 2021, the net Euro asset position was approximately **€44.9 million** A portion of the manufacturing spend denominated in Mexican Pesos is hedged[186](index=186&type=chunk)[187](index=187&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of the company's disclosure controls and procedures and the absence of material changes to internal controls - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[188](index=188&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, internal controls[189](index=189&type=chunk) [PART II. Other Information](index=43&type=section&id=PART%20II.%20Other%20Information) Contains additional required disclosures, including legal proceedings, risk factors, and equity security sales [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) Describes the company's involvement in various legal proceedings and management's assessment of their financial impact - Management states that ongoing legal proceedings are not expected to have a material adverse impact on the company's financial position or operations[96](index=96&type=chunk)[190](index=190&type=chunk) [Risk Factors](index=44&type=section&id=Item1A.%20Risk%20Factors) Outlines key risks associated with the pending Smiths Medical acquisition, including integration challenges and increased leverage - A primary risk is the potential failure to complete the Smiths transaction, which is subject to shareholder approval and regulatory conditions Failure to close could adversely impact the company's business and stock price[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - Successful integration of the Smiths business presents significant challenges, including preserving customer relationships, retaining key employees, consolidating systems, and managing a geographically dispersed organization[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The company plans to incur substantial debt (up to **$2.2 billion**) and use significant cash to finance the acquisition, which will create a more leveraged financial position and could restrict future business activities and increase vulnerability to economic downturns[198](index=198&type=chunk)[199](index=199&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports on the company's common stock repurchase activity and the remaining authorization under its share purchase plan | Stock Repurchase Activity | Q3 2021 | | :--- | :--- | | Total number of shares purchased | 0 | | Average price paid per share | $ - | | Approximate dollar value remaining under program | $100,000,000 | [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) Lists all documents filed as exhibits to the Form 10-Q, including key agreements and certifications

Revenue Performance - Infusion Consumables Q3 2021 revenue reached $145 million, showing a year-over-year growth of 25% [8] - IV Solutions Q3 2021 revenue was $81 million, a decrease of 6% compared to the previous year [8] - Infusion Systems Q3 2021 revenue amounted to $91 million, reflecting a 3% increase year-over-year [8] - Critical Care Q3 2021 revenue was $11 million, down 8% from the previous year [8] - Total adjusted revenue for Q3 2021 was $328 million, representing an 8% increase year-over-year [8] Financial Adjustments and Gross Profit - GAAP net sales for the three months ended September 30, 2021, were $336060 thousand [9] - Non-GAAP net sales for the three months ended September 30, 2021, were $328141 thousand [9] - GAAP gross profit for the three months ended September 30, 2021, was $127791 thousand, with a gross profit margin of 38% [9] - Non-GAAP gross profit for the three months ended September 30, 2021, was $132204 thousand, resulting in a gross profit margin of 40% of non-GAAP net sales [9]

Financial Data and Key Metrics Changes - The company's Q3 2021 GAAP revenue was $336 million, up 5% from $319 million in the previous year, while adjusted revenue was $328 million, reflecting an 8% increase year-over-year [31][32] - Adjusted EBITDA for Q3 increased 16% to $72 million compared to $62 million last year, and adjusted diluted earnings per share rose 9% to $2.07 from $1.90 [33][34] Business Line Data and Key Metrics Changes - Infusion Consumables revenue was $145 million, a 25% increase year-over-year, with U.S. market growth just under 20% [13][31] - Infusion Systems generated $91 million in adjusted revenue, a 3% increase year-over-year, while IV Solutions and Critical Care segments saw declines of 6% and 8% respectively [31][32] Market Data and Key Metrics Changes - The U.S. market showed significant sequential growth, while international markets remained stable with small gains or neutral performance [12][31] - Year-over-year comparisons for Asia, Europe, and Latin America were positive due to low volumes in Q3 2020, but no dramatic sequential changes were noted [12][31] Company Strategy and Development Direction - The company is focused on integrating the Smiths Medical acquisition and enhancing operational efficiencies post-deal, with a goal of improving top-line performance and cash conversions [23][26] - The strategic combination with Smiths Medical is expected to enhance the company's position as a broader U.S.-based manufacturer, emphasizing vertical integration and redundancy in the supply chain [27][28] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by supply chain volatility and inflation, indicating that while some costs are expected to normalize, others may remain elevated [20][21] - The company remains optimistic about growth in its consumables and infusion systems segments, projecting that these will be the largest under its ownership by the end of 2021 [25][36] Other Important Information - The company generated strong free cash flow of $62 million in Q3, ending the quarter with $545 million in cash and investments [34][35] - The Hart-Scott-Rodino waiting period for the Smiths Medical acquisition expired without further FTC action, indicating progress towards closing the deal [23] Q&A Session Summary Question: Guidance on Q4 performance and potential pull forward effects - Management indicated that Q4 may not see the same level of demand as Q3, with some excess sales potentially impacting future performance [40][41] Question: Growth in LVP pump market share - Management confirmed a 20% increase in the U.S. LVP installed base since mid-2019, reflecting competitive gains [44] Question: Impact of supply chain issues on profitability - Management explained that inflationary pressures are affecting margins, with significant costs in labor and raw materials impacting the bottom line [45][50] Question: Timing of the Smiths Medical acquisition closure - Management expressed optimism about closing the acquisition sooner than initially expected, potentially in early Q1 2022 [51] Question: Pipeline and new business activity for 2022 - Management noted that while some business was delayed due to COVID, they expect to see continued growth in key segments moving forward [60][62]

Summary of ICU Medical, Inc. Conference Call on Acquisition of Smiths Medical Division Company and Industry - **Company**: ICU Medical, Inc. (NASDAQ: ICUI) - **Acquisition Target**: Smiths Medical division from Smiths Group plc - **Industry**: Medical Devices, specifically focusing on infusion therapy and related products Core Points and Arguments 1. **Strategic Rationale for Acquisition**: - The acquisition will create a combined company with approximately $2.5 billion in revenue, enhancing focus and scale in infusion therapy [6][19] - It aims to diversify and strengthen the U.S. medical supply chain [6][19] 2. **Transaction Overview**: - ICU Medical will pay $1.85 billion in cash and issue 2.5 million shares, totaling an upfront value of $2.35 billion [7][12] - An additional $100 million in contingent considerations is tied to equity returns [7][12] - The transaction is expected to close in the first half of 2022, pending customary conditions [7][12] 3. **Financial Implications**: - A $2 billion senior credit facility has been secured to finance the acquisition [12][13] - Pro forma net leverage is expected to be approximately 3.1x at closing, with a goal to deleverage to 1.5 to 2x within three years [13][14] - Expected adjusted EBITDA run rate for Smiths Medical before synergies is around $190 million [15][16] 4. **Earnings Accretion**: - Adjusted diluted earnings per share (EPS) is projected to be nearly $11 in the first year post-acquisition, representing over 40% accretion compared to a standalone scenario [16][19] - Anticipated cost synergies of at least $50 million to be fully realized by the end of the third year [16][17] 5. **Market Position and Growth Drivers**: - The acquisition fills gaps in ICU Medical's product offerings, particularly in syringe and ambulatory pumps, enhancing competitiveness against larger players [9][10] - The combined company will focus on high-value clinical niches, such as oncology and pediatric care [22][23] 6. **Integration Strategy**: - The integration is expected to be smoother than previous acquisitions due to existing infrastructure and fewer transitional service agreements [25][26] - The management team has significant experience in integrating similar businesses, which is expected to facilitate a successful merger [26][27] Other Important Content 1. **Geographical Expansion**: - The acquisition will enhance ICU Medical's presence in international markets, particularly in Europe and Latin America [34][35] 2. **Cash Flow Expectations**: - ICU Medical expects strong free cash flow generation post-acquisition, with a commitment to maintain at least $250 million in cash on hand [14][19] 3. **Future Outlook**: - The management anticipates that the acquisition will create significant value for shareholders and customers, with a focus on operational improvements and cash flow generation [28][29] 4. **Market Dynamics**: - The competitive landscape has evolved, and the acquisition is seen as a strategic move to adapt to these changes and enhance market positioning [21][22] 5. **Potential for Cross-Selling**: - While no specific revenue synergies have been built into the model, there are opportunities for cross-selling products, particularly in vascular access and infusion systems [50][51] This summary encapsulates the key points discussed during the conference call regarding ICU Medical's acquisition of Smiths Medical, highlighting the strategic, financial, and operational implications of the transaction.

ICU Medical, Inc. (NASDAQ:ICUI) Q2 2021 Earnings Conference Call August 4, 2021 4:30 PM ET Company Participants John Mills - ICR, IR Vivek Jain - Chairman and CEO Brian Bonnell - Chief Financial Officer Conference Call Participants Larry Solow - CJS Securities Matt Mishan - KeyBanc Jayson Bedford - Raymond James Operator Good day. And welcome to the ICU Medical, Inc. Q2 2021 Earnings Call. Today’s conference is being recorded. At this time, I’d like to turn the conference over to Mr. John Mills of ICR. Plea ...

| --- | --- | --- | --- | |-------------------------------------------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | ICU Medical, Inc. Q2 2021 Conference Call | | | | | Presentation | | | | | August 4, 2021 | | | | Disclosures > Any statement concerning Management's expectation with respect to future results is a forward looking statement based upon the best information currently available to Management and assumptions Management believes are reasonable, but Management does not intend t ...

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, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to (Registrant's telephone number including area code) Commission File No.: 001-34634 Indicate by check mark whether the registrant (1) has filed all reports required t ...

ICU Medical, Inc. (NASDAQ:ICUI) Q1 2021 Earnings Conference Call May 6, 2021 4:30 PM ET Company Participants John Mills – Managing Partner Vivek Jain – Chairman and Chief Executive Officer Brian Bonnell – Chief Financial Officer Conference Call Participants Matt Mishan – KeyBanc Jayson Bedford – Raymond James Pete Lukas – CJS Securities Operator Good day, and welcome to the ICU Medical, Inc.’s Q1 2021 Earnings Call. Today’s conference is being recorded. At this time, I will turn the conference over to Mr. J ...

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: March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No.: 001-34634 ICU MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 33-0022692 (State or other jurisdiction of (I.R.S. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34634 ICU MEDICAL, INC. (Exact name of Registrant as specified in its charter) Delaware 33-0022692 (State or other jurisdiction of incorporation or ...