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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-25 · 200 added, 60 removed, 110 unchanged (70% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have concluded, based on their evaluation of our disclosure controls and procedures (as defined in Regulations 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report, that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report.

Disclosure controls and procedures are designed to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

B ased upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

As permitted by related SEC staff interpretive guidance for newly acquired businesses, the internal control over financial reporting of Smiths Medical was excluded from the evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Smiths Medical, which we acquired in January 2022, constituted approximately 40% of our total assets and 42% of our total revenues as of and for the year ended December 31, 2022.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

Management has used the criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of its internal control over financial reporting.

Based on this criteria, management of the Company has concluded that the Company has maintained effective internal control over its financial reporting as of December 31, 2022.

As permitted by related SEC staff interpretive guidance, we have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of Smiths Medical.

Smiths Medical constituted approximately 40% of our total assets and 42% of our total revenues as of and for the year ended December 31, 2022.

Our independent registered public accounting firm that audited the December 31, 2022 financial statements included in this Annual Report on Form 10-K has independently assessed the effectiveness of our internal control over financial reporting and its report is below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of ICU Medical, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of ICU Medical, Inc.

and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

February 25, 2022

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 of Form 10-K is set forth under the captions Executive Officers, Election of Directors , Audit Committee and Compliance with Section 16(a) Beneficial Ownership Reporting Compliance in our definitive

Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

We have a Code of Business Conduct and Ethics for Directors and Officers.

A copy is available on our website, www.icumed.com.

We will disclose any future amendments to, or waivers from, the Code of Business Conduct and Ethics for Directors and Officers on our website.

The following table lists the names, ages, certain positions and offices held by our executive officers and directors as of January 31, 2023:

Name Age Office Held

Vivek Jain 50 Chief Executive Officer ("CEO") and Chairman of the Board

Brian Bonnell 49 Chief Financial Officer ("CFO") and Treasurer

Christian Voigtlander 55 Chief Operating Officer ("COO")

Daniel Woolson 46 Corporate Vice President, General Manager - Infusion Systems

Virginia Sanzone 48 Corporate Vice President, General Counsel

Greenberg 56 Director

Elisha Finney 61 Director

David Hoffmeister 68 Director

Donald Abbey 56 Director

Laurie Hernandez 65 Director

Kennedy 63 Director

William Seeger 71 Director

Jain joined the Company in February 2014 as Chairman of the Board and Chief Executive Officer.

Jain served as CareFusion Corporation's ("CareFusion") President of Procedural Solutions from 2011 to February 2014.

Jain served as President, Medical Technologies and Services of CareFusion from 2009 until 2011.

Jain served as the Executive Vice-President-Strategy and Corporate Development of Cardinal Health from 2007 until 2009.

Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., an electronics company from 2006 to August 2007.

Jain served as an investment banker at J.P.

Morgan Securities, Inc., an investment banking firm, from 1994 to 2006.

Jain's last position with J.P.

Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006.

Voigtlander has served as our Chief Operating Officer since January 2018.

From February 2017 to January 2018, Mr.

Voigtlander served as the Company’s Corporate Vice President, Business Development and General Manager, Infusion Solutions.

From June 2015 to February 2017, Mr.

Voigtlander served as the Company’s Vice President, Business Development.

Prior to May 2015, Mr.

Voigtlander held various roles at CareFusion and last served as Senior Vice President, Business Development and Strategy.

Bonnell has served as our Chief Financial Officer and Treasurer since March 3, 2020.

From May 2018 until March 2020, Mr.

Bonnell served as the Company’s Corporate Vice President, Finance.

Prior to joining the Company, Mr.

Bonnell served as Treasurer and Head of Financial Planning and Analysis at Alere Inc.

from May 2015 until December 2017.

Prior to May 2015, Mr.

Bonnell held various roles at CareFusion Corporation in Finance and last served as Senior Vice President, Tax and Treasurer.

Woolson has served as our Corporate Vice President, General Manager - Infusion Systems since January 2017.

Woolson served as President, Respiratory Solutions for Becton Dickinson from March 2015 to November 2016.

Prior to March 2015, Mr.

Woolson held various roles at CareFusion and last served as Vice President/General Manager, Specialty Disposables.

Sanzone has served as our Corporate Vice President, General Counsel and Secretary since January 2018.

Sanzone also serves as our Compliance Officer.

Sanzone served as the Company’s Vice President, General Counsel from August of 2015 to January 2018.

Prior to August of 2015, Ms.

Sanzone held various roles at CareFusion and last served as Senior Vice President, Associate General Counsel - Business Segments & Americas.

has been a director since 1984.

He is the founder of the Company and served as Chairman of the Board, President and CEO from 1989 to October 2013, stepping down from these positions for health reasons.

The Board believes Mr.

Lopez should serve as a director due to his extensive experience with the Company and industry knowledge provides an invaluable insight to the Board on issues involving the Company and its goals.

Greenberg has been a director since 2015, serves as Lead Independent Director and Chair of the Compensation Committee and is a member of the Audit Committee.

Greenberg is currently serving as Chief Executive Officer of HomeThrive, Inc.

Greenberg joined HomeThrive, Inc.

in October 2018.

Greenberg was Executive Vice President, Strategy of Medline Industries, Inc.

(“Medline”) from June 2008 to October 2018.

Medline is a privately held manufacturer and distributor of medical supplies uniquely positioned to provide products, education and support across the continuum of care.

In that capacity, Mr.

Greenberg was a member of Medline’s Executive Board and advised top leadership/ownership on all aspects of the business.

Greenberg was responsible for Strategy, Business Development and M&A.

Additionally, Mr.

Greenberg was a Group President and had responsibility for Medline’s distribution business and several manufacturing and marketing divisions.

Greenberg has served on the board of directors for Amendia, Inc., a spinal implant company.

Previously, Mr.

Greenberg spent thirteen years in a variety of leadership positions within Aon Corporation, including Chief Financial Officer of its Aon Global subsidiary.

Greenberg previously served as a director at Potrero Medical, Inc., the latest spinout of medical device incubator Theranova, LLC.

Currently Mr.

Greenberg serves on the board of directors of HomeThrive, Inc.

since October 2018 and Canadian Hospital Specialties, a privately held medical device manufacturer and specialty distributor, since April 2021.

The Board believes Mr.

Greenberg should serve as a director due to his extensive knowledge and experience in the medical industry, demonstrated executive leadership in business and insight into financial matters.

Finney has been a director since January 2016, and serves as Chair of the Nominating and Governance Committee and is a member of the Audit Committee.

Finney, now retired, was named Vice President, Finance and CFO of Varian Medical Systems in April 1999.

In January 2005, she was promoted to Senior Vice President and given additional management responsibility for the Corporate Information Systems group.

She was named Executive Vice President in February 2012.

Varian Medical Systems is a leading manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, proton therapy and brachytherapy.

Finney managed a worldwide staff of 400.

Her management responsibilities included corporate accounting;

corporate communications and investor relations;

internal financial and compliance audit;

risk management;

tax and treasury, and corporate information systems.

Finney joined Varian as risk manager in 1988 and has assumed a wide variety of finance functions over her last 29 years with the company.

Prior to joining Varian, Ms.

Finney was with the Fox Group in Foster City, CA, and Beatrice Foods, a major food processing company, in Chicago, IL.

Finney has served on the boards of:

NanoString Technologies, a company that specializes in development of cancer diagnostics tools, since May 2017;

Mettler Toledo, a multinational manufacturer of scales and analytical instruments, since November 2017;

and Viatris, a global pharmaceutical and healthcare corporation, since December 2022.

Finney previously served on the boards of directors of:

Laserscope from August 2005 until July 2006 when Laserscope was sold to American Medical Systems;

Thoratec, a developer, manufacturer and marketer of proprietary medical devices for mechanical circulatory support from July 2007 to May 2013;

Altera Corporation, a manufacturer of programmable logic devices from September 2011 until December 2015, when Altera was sold to Intel;

a global provider of laser and other energy-based aesthetic systems, from November 2017 to May 2019;

and iRobot Corporation, a robotics technology company, from January 2017 to November 2021.

The Board believes Ms.

Finney should serve as a director due to her extensive knowledge and experience in the medical industry and her financial knowledge and experience, particularly with respect to her service on the Audit Committee.

Hoffmeister has been director since January 2018 and serves as Chair of the Audit Committee and a member of the Compensation Committee.

Hoffmeister served as Senior Vice President and Chief Financial Officer of Life Technologies Corp.

from 2004 to 2014.

Prior to joining Life Technologies, Mr.

Hoffmeister was a senior partner with McKinsey & Co., focusing on health care, private equity and chemicals industries.

Before joining McKinsey, Mr.

Hoffmeister held financial positions at GTE Corp.

Grace and Co.

Hoffmeister currently serves on the boards of Kaiser Foundation Health Plan, Inc.

and Kaiser Foundation Hospitals and has since November of 2014.

Hoffmeister currently serves on the Board of Directors of Glaukos Corp.

and has since 2014;

Celanese Corp., since 2005;

and Stepstone Group, Inc.

Hoffmeister received a bachelor’s of science degree from University of Minnesota and a M.B.A.

from University of Chicago.

The Board believes Mr.

Hoffmeister should serve as a director due to his strong finance background and extensive experience as a chief financial officer of a global biotechnology company.

Abbey has been a director since January 2018 and is a member of the Nominating Governance Committee and the Compensation Committee.

Abbey is currently serving as Executive Vice President, Global Business Services, IT, Quality and Regulatory Affairs at Dexcom, Inc.

Abbey joined Dexcom in May of 2016.

Prior to joining Dexcom, Mr.

Abbey was with Becton Dickinson (who acquired CareFusion Corporation in 2015 and which was spun out of Cardinal Health in 2009 (collectively, “BD”) from 2007.

Abbey served in many roles over his years at BD including most recently as the Senior Vice President, Quality and Regulatory.

Prior to his time at BD, Mr.

Abbey held senior quality and regulatory affairs and general management positions with Respironics, Welch Allyn and Philips Healthcare.

Abbey began his career at Varian Medical and Boston Scientific holding positions with increasing responsibility in research and development and quality.

Abbey received a B.S.E.E from Washington State University and a M.B.A from University of Washington.

The Board believes Mr.

Abbey should serve as a director due to his extensive knowledge and experience in the medical industry and particularly, his knowledge of compliance and regulatory requirements.

Laurie Hernandez has been a director since July 2021 and is a member of the Nominating and Governance Committee.

Hernandez is a retired healthcare executive with over 25 years of strategic healthcare experience.

Hernandez joined Baxter Healthcare Corporation (“Baxter”) in November of 2007 and has assumed a wide variety of strategic positions over her 10 years with that company.

Prior to joining Baxter, Ms.

Hernandez was with Hospira Inc.

in Lake Forest, Illinois.

Hernandez previously served on the boards of Sinai Health System in Chicago, Illinois and Lambs Farm in Libertyville, Illinois.

The Board believes Ms.

Hernandez should serve as a director due to her extensive experience in the medical industry.

Kennedy has been a director since December 2021 and recently retired as President, Proton Solutions & Chief Growth Officer at Varian Medical Systems (“Varian”) in December 2021.

Kennedy joined Varian in 1997 as Marketing Manager for radiation therapy delivery systems, and assumed other strategic roles over 24 years including Executive Vice President of Varian Oncology Systems, the market leading radiation therapy business division with nearly 7,000 employees worldwide.

Prior to joining Varian, Ms.

Kennedy was with Siemens Medical Systems and Radiation Oncology Computer Systems in oncology product sales and marketing.

Kennedy received BS degrees in Radiation Oncology and Psychology from Wayne State University as well as an MS degree in Medical Physics from the University of Colorado.

Kennedy currently serves on the board of Wayne State University Foundation since 2018, served on the board of the City Cancer Challenge Foundation from 2018 to 2022, and served on the board of the Radiation Oncology Institute from 2018 to 2021.

The Board believes Ms.

Kennedy should serve as a director due to her relevant knowledge and history in the medical industry.

William Seeger has been a director since February 2022.

Mr Seeger, now retired, joined GKN plc, a global engineering group, in 2003 and was Group Finance Director until his retirement in 2014.

At GKN plc he also held the roles of CEO of the Propulsion Systems Division, and CFO of the Aerospace Division.

Earlier in his career Mr.

Seeger spent 30 years at TRW, a U.S.-based automotive and aerospace group, where he held various senior finance positions.

Seeger currently serves on the board of Spectris plc since 2015, Smiths Group PLC since 2014 and served on the board of GKN plc from 2007 to 2014.

As mentioned above, in connection with the Company's issuance of stock consideration for the acquisition of Smiths, the Company and Smiths Group entered into a Shareholder's Agreement which gives Smiths Group the right to designate one individual for election to the Board so long as Smiths Group beneficially owns at least 5% of the total outstanding shares of the Company stock.

Seeger is Smiths Group’s designated director.

Corporate Governance

We have a Code of Business Conduct and Ethics applicable to all our directors, officers, and other employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy is available on our website, www.icumed.com in the "Investors" section.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any future amendments to, or waiver from, a provision of our Code of Business Conduct and Ethics, as well as Nasdaq's requirement to disclose waivers with respect to directors and executive officers, by posting such information on our website at the address and location specified above.

Additional information as required by this Item 10 of Form 10-K will be set forth under the captions Executive Officers, Election of Directors , Audit Committee and Compliance with Section 16(a) Beneficial Ownership Reporting Compliance in our definitive Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this Item 11 of Form 10-K is set forth under the caption Executive Officer and Director Compensation , Compensation Committee and Compensation Committee Interlocks and Insider Participation in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this Item 11 of Form 10-K will be set forth under the caption Executive Officer and Director Compensation , Compensation Committee and Compensation Committee Interlocks and Insider Participation in our definitive Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 of Form 10-K is set forth under the caption Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this Item 12 of Form 10-K will be set forth under the caption Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in our definitive Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 of Form 10-K is set forth under the caption Transactions with Related Persons , Policies and Procedures Regarding Transactions with Related Persons and Director Independence in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

The information required by this Item 13 of Form 10-K will be set forth under the caption Transactions with Related Persons , Policies and Procedures Regarding Transactions with Related Persons and Director Independence in our definitive Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB No.

34 ) as required by this Item 14 of Form 10-K is set forth under the caption Ratification of Auditors in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

34 ) as required by this Item 14 of Form 10-K will be set forth under the caption Ratification of Auditors in our definitive Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

Share Sale and Purchase Agreement, dated September 8, 2021, by and between Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales, and ICU Medical, Inc., a Delaware corporation.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021, and incorporated herein by reference.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021.

Put Option Deed from ICU Medical, Inc., a Delaware corporation to Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021, and incorporated herein by reference.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021.

Registrant's Certificate of Incorporation, as amended and restated.

Filed as an exhibit to Registrant's Current Report on Form 8-K filed on June 10, 2014, and incorporated herein by reference.

Filed as an exhibit to Registrant's Current Report on Form 8-K filed on June 10, 2014.

Registrant's Bylaws, as amended and restated.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed August 3, 2016, and incorporated herein by reference.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed August 3, 2016.

Description of Securities Registered Under Section 12 of the Exchange Act.

Filed as an Exhibit to Registrant's Annual Report of Form 10-K for the year ended December 31, 2019, filed March 2, 3020, and incorporated herein by reference.

Filed as an Exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 3020.

Form of Indemnification Agreement with Directors and Executive Officers.

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2010, filed October 22, 2010 (File No.

001-34634), and incorporated herein by reference.

Registrant's 2002 Employee Stock Purchase Plan.* Filed as an Exhibit to Registrant's definitive Proxy Statement filed pursuant to Regulation 14A on April 3, 2002 (File No.

000-19974), and incorporated herein by reference.

Executive officer compensation*

1 unchanged sentence

2008 Performance-Based Incentive Plan, as amended.* Filed as Annex A to Registrant's proxy statement filed April 3, 2013 (File No.

001-34634), and incorporated herein by reference.

Amended and Restated ICU Medical, Inc.

2011 Stock Incentive Plan.* Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2018, and incorporated herein by reference.

2011 Stock Incentive Plan.*

First Amendment to ICU Medical, Inc.

Amended and Restated 2011 Stock Incentive Plan.

Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (File No.001-34634) and incorporated herein by reference.

Amended and Restated Executive Employment Agreement, dated as of May 8, 2017, by and between ICU Medical, Inc.

and Vivek Jain.* Filed as an Exhibit to Registrant's Current Report on Form 8-K filed May 8, 2017, and incorporated herein by reference.

Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (File No.001-34634).

Amended and Restated Executive Employment Agreement, dated as of April 15, 2022, by and between ICU Medical, Inc.

and Vivek Jain.* Filed as an Exhibit to Registrant's Current Report on Form 8-K filed April 20, 2022.

Letter agreement between the Registrant and Alison Burcar, effective April 1, 2019.

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2019, and incorporated herein by reference.

Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2019.

ICU Medical, Inc.

Executive Severance Plan.* Filed as an Exhibit to Registrant’s Current Report on Form 8-K filed January 6, 2017, and incorporated herein by reference.

Executive Severance Plan.* Filed as an Exhibit to Registrant’s Current Report on Form 8-K filed January 6, 2017.

First Amendment to the ICU Medical, Inc.

Executive Severance Plan.

Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 6, 2020, and incorporated herein by reference.

Credit Agreement, dated as of January 6, 2022, by and among ICU Medical, Inc.

as Borrower, certain subsidiaries as guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC and Barclays Bank PLC as joint bookrunners and joint lead arrangers and the other joint bookrunners and joint lead arrangers listed therein.

*Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 6, 2020.

Second Amendment to the ICU Medical, Inc.

Executive Severance Plan.

*Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 3, 2023.

Credit Agreement, dated as of January 6, 2022, by and among ICU Medical, Inc.

Shareholders Agreement, dated as of January 6, 2022, by and between ICU Medical, Inc.

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*Executive compensation plan or other arrangement

# Annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K.

The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

ICU MEDICAL, INC.

19 unchanged sentences

Warranty and return reserve - accounts receivable (1)

Warranty and return reserve - inventory $ ( 1,613 ) $ 263 $ ( 533 ) $ — $ ( 1,883 )

$ 2,485 $ ( 364 ) $ 3,742 $ — $ 5,863

Warranty and return reserve - inventory/accrued (2)

$ ( 1,883 ) $ 5,266 $ 47,436 $ — $ 50,819

Deferred tax asset valuation allowance $ 2,934 $ — $ 8,232 $ — $ 11,166

______________________________________________

(1) Includes an acquired balance of $3.8 million related to the Smiths Medical acquisition.

(2) Includes an acquired balance of $55.2 million in short-term and long-term accrued warranty reserve related to the Smiths Medical acquisition.

FORM 10-K SUMMARY

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Bonnell Chief Financial Officer February 27, 2023

Bonnell (Principal Financial Officer)

McGrody Chief Accounting Officer February 25, 2022

McGrody (Principal Accounting Officer)

Bonnell (Principal Financial Officer and Principal Accounting Officer)

/s/ George A.

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures