0000883984-22-000030 | 10-Q | XBRL Viewer

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Business Combinations and Asset Acquisitions Smiths Medical (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Liabilities Incurred	$ 55,158
SmithsMedical
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Liabilities Incurred	$ 53,520
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares \| shares	2,500
Business Acquisition, Share Price \| $ / shares	$ 230.39
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 575,975
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	78,791
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	120,497
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory	226,996
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets	34,554
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	210,000
business combination, recognized identifiable asset acquired and liability assumed,	57,225
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	925,000
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets	9,303
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets	379
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable	105,291
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities	175,098
Business Combinations, Identified Assumed Liabilities Recognized, Income tax payable	(24,332)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other	(85,739)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities	(212,950)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	1,059,335
Business combination, goodwill- non deductible	1,493,115
Business Combination, Consideration Transferred	2,552,450
SmithsMedical \| Customer Relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	500,000
SmithsMedical \| developed technology
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	420,000
SmithsMedical \| Trademarks and Trade Names
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 5,000

Goodwill and Intangible Assets (Notes)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets, Net

Goodwill

The following table presents the changes in the carrying amount of our goodwill (in thousands):


	Total
Balance as of January 1, 2022	$	43,439
Goodwill acquired (1)	1,493,115
Other (2)	(7,128)
Currency translation	(2,560)
Balance as of March 31, 2022	$	1,526,866

_______________________________

(1) Relates to Smiths Medical acquired on January 6, 2022.

(2) Other relates to measurement period adjustments related to a 2021 acquisition of a small foreign infusion systems supplier.

Intangible Assets, Net

Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands):


	Weighted-Average Amortization Life in Years	March 31, 2022
		Cost		Accumulated Amortization		Net
Patents	10	$	28,012	$	17,213	$	10,799
Customer contracts	12	10,281		6,256		4,025
Non-contractual customer relationships	8	558,579		47,757		510,822
Trademarks	1	5,425		2,424		3,001
Trade name	15	18,265		5,045		13,220
Developed technology	10	581,915		62,220		519,695
Non-compete	3	9,100		3,114		5,986
Total amortized intangible assets		$	1,211,577	$	144,029	$	1,067,548

Internally developed software*		$	27,162			$	27,162

Total intangible assets		$	1,238,739	$	144,029	$	1,094,710

______________________________

* Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use.


	Weighted-Average Amortization Life in Years	December 31, 2021
		Cost		Accumulated Amortization		Net
Patents	10	$	27,429	$	16,764	$	10,665
Customer contracts	12	10,412		6,196		4,216
Non-contractual customer relationships	9	57,316		33,004		24,312
Trademarks	4	425		425		—
Trade name	15	18,260		4,731		13,529
Developed technology	13	152,893		49,406		103,487
Non-compete	3	9,100		2,356		6,744
Total amortized intangible assets		$	275,835	$	112,882	$	162,953

Internally developed software*		$	25,358			$	25,358

Total intangible assets		$	301,193	$	112,882	$	188,311

______________________________

* Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use.

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. During the three months ended March 31, 2022 and 2021, intangible asset amortization expense was $31.7 million and $5.8 million, respectively.

During the quarter ended March 31, 2022, intangible assets and related amortization expense increased significantly due to the acquisition of Smiths Medical (see Note 3: Acquisitions).

As of March 31, 2022 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands):


Remainder of 2022	$	104,564
2023	132,855
2024	132,216
2025	124,744
2026	123,989
2027	116,092
Thereafter	333,088
Total	$	1,067,548

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consists of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Machinery and equipment	$	432,649	$	321,078
Land, building and building improvements	289,866		243,377
Molds	60,499		60,463
Computer equipment and software	112,661		102,979
Furniture and fixtures	10,646		7,670
Instruments placed with customers(1)	103,257		97,384
Construction in progress	123,448		72,153
Total property, plant and equipment, cost	1,133,026		905,104
Accumulated depreciation	(458,614)		(436,739)
Property, plant and equipment, net	$	674,412	$	468,365

Leases Assets and Liabilities, Lessee (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Leases [Abstract]

Operating Lease, Right-of-Use Asset

$ 92,027

$ 39,847

^[1]

Operating Lease, Liability, Current

20,786

9,009

Operating Lease, Liability, Noncurrent

73,391

33,971

Operating Lease, Liability

$ 94,177

$ 42,980

Operating Lease, Weighted Average Remaining Lease Term

6 years 6 months

5 years 10 months 24 days

Operating Lease, Weighted Average Discount Rate, Percent

4.06%

4.98%

Finance Lease, Right-of-Use Asset

$ 2,545

$ 2,673

Finance Lease, Liability, Current

669

643

Finance Lease, Liability, Noncurrent

1,923

2,067

Finance Lease, Liability

$ 2,592

$ 2,710

Finance Lease, Weighted Average Remaining Lease Term

5 years 4 months 24 days

5 years 7 months 6 days

Finance Lease, Weighted Average Discount Rate, Percent

4.28%

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Fair Value Measures and Disclosures (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following tables provide a reconciliation of the Level 3 earn-out liabilities measured at estimated fair value (in thousands):


	Earn-out Liability
Accrued balance, January 1, 2022	$	2,589
Acquisition date fair value estimate of earn-out(1)	55,158

Currency translation	(46)
Accrued balance, March 31, 2022	$	57,701

_______________________________

(1) $53.5 million relates to our acquisition of Smiths Medical and $1.6 million relates to our acquisition of a small foreign infusions systems supplier in the fourth quarter of 2021 (see Note 3: Acquisitions).


	Earn-out Liability
Accrued balance, January 1, 2021	$	26,300

Change in fair value of earn-out (included in income from operations as a separate line item)	—
Accrued balance, March 31, 2021	$	26,300

Fair Value Measurement Inputs and Valuation Techniques

The following tables provide quantitative information about Level 3 inputs for fair value measurement of our earn-out liabilities related to Smiths Medical and Pursuit:

Smiths Medical Earn-out


Simulation Input	At Acquisition January 6, 2022
Volatility	37.00	%
Risk-Free Rate	1.31	%

Pursuit Earn-out


Simulation Input	As of March 31, 2021
Revenue/Gross Profit Volatility	25.00	%
Discount Rate	12.50	%
Risk-Free Rate	0.09	%
Counter Party Risk	3.10	%

Fair Value, by Balance Sheet Grouping

Our assets and liabilities measured at fair value on a recurring basis consisted of the following Level 1, 2 and 3 inputs as defined above (in thousands):


	Fair value measurements as of March 31, 2022
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available-for-sale debt securities:
Short-term	$	14,864	$	—	$	14,864	$	—
Long-term	2,539		—		2,539		—
Foreign exchange contracts:
Prepaid expenses and other current assets	7,629		—		7,629		—
Other assets	115		—		115		—


Interest rate contracts:

Other assets	28,570		—		28,570		—
Total Assets	$	53,717	$	—	$	53,717	$	—

Liabilities:

Contingent earn-out liability - LT	57,701		—		—		57,701
Foreign exchange contracts:
Accrued liabilities	895		—		895		—
Other long-term liabilities	27		—		27		—


Total Liabilities	$	58,623	$	—	$	922	$	57,701


	Fair value measurements as of December 31, 2021
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available-for-sale debt securities:
Short-term	$	14,420	$	—	$	14,420	$	—
Long-term	4,620		—		4,620		—
Cross-currency par forward contract:
Prepaid expenses and other current assets	1,061		—		1,061		—


Total Assets	$	20,101	$	—	$	20,101	$	—

Liabilities:
Contingent earn-out liability - LT	$	2,589	$	—	$	—	$	2,589



Forward-starting interest rate swaps:
Other long-term liabilities	1,480		—		1,480		—
Total Liabilities	$	4,069	$	—	$	1,480	$	2,589

Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of AOCI, net of tax, were as follows (in thousands):


	Foreign Currency Translation Adjustments		Unrealized (Losses) Gains on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2022	$	(19,045)	$	(237)	$	13	$	(19,269)
Other comprehensive (loss) income before reclassifications	(4,946)		25,782		15		20,851
Amounts reclassified from AOCI	—		(2,210)		—		(2,210)
Other comprehensive (loss) income	(4,946)		23,572		15		18,641
Balance as of March 31, 2022	$	(23,991)	$	23,335	$	28	$	(628)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2021	$	(4,381)	$	2,784	$	75	$	(1,522)
Other comprehensive (loss) income before reclassifications	(7,458)		(306)		12		(7,752)
Amounts reclassified from AOCI	—		(639)		—		(639)
Other comprehensive (loss) income	(7,458)		(945)		12		(8,391)
Balance as of March 31, 2021	$	(11,839)	$	1,839	$	87	$	(9,913)

Net Income Per Share:

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income Per Share [Text Block]

Net Income Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period plus dilutive securities. Dilutive securities include outstanding common stock options and unvested restricted stock units, less the number of shares that could have been purchased with the proceeds from the exercise of the options, using the treasury stock method. Options and restricted stock units that are anti-dilutive are not included in the treasury stock method calculation. Due to the net loss for the three months ended March 31, 2022, any potentially common shares were not included in the computation of diluted earnings per share as they would have had an anti-dilutive effect, therefore basic and diluted net loss per share are equal for the period. There were nil and 12,080 anti-dilutive securities for the three months ended March 31, 2022 and March 31, 2021, respectively.

The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data):


	Three months ended March 31,
	2022		2021
Net (loss) income	$	(38,068)	$	23,731
Weighted-average number of common shares outstanding (basic)	23,646		21,149
Dilutive securities(1)	—		546
Weighted-average common and common equivalent shares outstanding (diluted)	23,646		21,695
EPS — basic	$	(1.61)	$	1.12
EPS — diluted	$	(1.61)	$	1.09

_______________________________

(1) No dilutive effect for the three months ended March 31, 2022; therefore, zero incremental shares included for the period.

Investment Securities (Notes)

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

investments in Debt and Marketable Equity Securities and Equity Method Investments [Text Block]

Investment Securities

Investments in Available-for-sale Securities

Our available-for-sale investment securities currently consist of short-term and long-term corporate bonds and are considered “investment grade” and are carried at fair value. We assess our investment in available-for-sale debt securities for impairment each reporting period. If an unrealized loss exists, we determine whether any portion of the decline in fair value below the amortized cost basis is credit-related by reviewing several factors, including, but not limited to, the extent of the fair value decline and changes in the financial condition of the issuer. We record an impairment for credit-related losses through an allowance, limited to the amount of the unrealized loss. If we either intend to sell or it is more likely than not we will be required to sell the debt security before its anticipated recovery, any allowance is written off and the amortized cost basis is written down to fair value through a charge against net earnings. Unrealized gains and non-credit-related unrealized losses are recorded, net of tax, in other comprehensive income (loss). We did not have any investments in available-for-sale debt securities in unrealized loss positions as of March 31, 2022 or December 31, 2021.

The amortized cost of the debt securities are adjusted for the amortization of premiums computed under the effective interest method. Such amortization is included in other income, net in our condensed consolidated statements of operations. Realized gains and losses are accounted for on the specific identification method. There have been no realized gains or losses on the disposal of these investments. The scheduled maturities of the debt securities are between 2022 and 2024. All short-term investment securities are callable within one year.

Our short-term and long-term investments in available-for-sale securities consist of the following (in thousands):


	As of March 31, 2022
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	14,864	$	—	$	14,864
Long-term corporate bonds	2,539		—		2,539
Total investment securities	$	17,403	$	—	$	17,403

	As of December 31, 2021
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	14,420	$	—	$	14,420
Long-term corporate bonds	4,620		—		4,620
Total investment securities	$	19,040	$	—	$	19,040

Investments in Non-Marketable Equity Securities

During the third quarter of 2021, we acquired approximately a 20.0% non-marketable equity interest in a nonpublic company and entered into a three-year distribution agreement where we have the exclusive rights to market, sell and distribute the company's products in exchange for a cash payment of $3.3 million. In addition, we were granted an exclusive license for all of the seller's intellectual property. At the expiration of the distribution agreement we have the right but not the obligation to acquire the remaining interest in the business.

We apply the equity method of accounting for investments when we determine we have a significant influence, but not a controlling interest in the investee. We determine whether we have significant influence by considering key factors such as ownership interest, representation on the board of directors, participation in policy making decisions, business relationship and material intra-entity transactions, among other factors. Our equity method investment is reported at cost and adjusted each period for our share of the investee's income or (loss) and dividend paid, if any. We eliminate any intra-entity profits to the extent of our beneficial interest. We record our share of the investee's income or (loss) on a one quarter lag. We report our proportionate share of the investee's income or (loss) resulting from this investment in other income, net in our condensed consolidated statements of operations. The carrying value of our equity method investment is reported in other assets on our condensed consolidated balance sheets (see Note 11: Prepaid Expenses and Other Current Assets and Other Assets). We assess our equity method investments for impairment on an annual basis or whenever events or circumstances indicate that the

carrying value of the investment may not be recoverable. Our recorded share of the investee's loss was not material for the period ended March 31, 2022. We did not receive any dividend distributions from this investment during the period ended March 31, 2022.

Our non-marketable equity method investment consists of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Equity method investment	$	3,209	$	3,238

Goodwill and Intangible Assets 5-Year Amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 104,564
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	132,855
Finite-Lived Intangible Assets, Amortization Expense, Year Two	132,216
Finite-Lived Intangible Assets, Amortization Expense, Year Four	124,744
Finite-Lived Intangible Assets, Amortization Expense, Year Five	123,989
Finite-Lived Intangible Assets, Amortization Expense, Year Five	116,092
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	333,088
Finite-Lived Intangible Assets, Net	$ 1,067,548	$ 162,953

Goodwill and Intangible Assets Text (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 31.7	$ 5.8

Fair Value Measures and Disclosures (Notes)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value:

•Level 1: quoted prices in active markets for identical assets or liabilities;

•Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

•Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Contingent Earn-out Liabilities

On January 6, 2022, we acquired Smiths Medical with a combination of cash consideration and share consideration issued at closing. Total consideration for the acquisition includes a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving certain Price Targets from the closing date to either the third or fourth anniversary of closing (see Note 3: Acquisitions for additional information) and provided Smiths beneficially owns at least 50.0% of the shares of common stock issued at closing at the time the Price Target is achieved. The initial estimated fair value of the earn-out was determined to be $53.5 million. The initial fair value of the earn-out was determined using a Monte Carlo simulation model. The model utilized several assumptions including volatility and the risk-free interest rate. The assumed volatility is based on the average of the historical volatility of our common stock price and the implied volatility of certain at-the-money traded options. The risk-free interest rate is equal to the yield on U.S. Treasury securities at constant maturity for the period commensurate with the term of the earn-out. At each reporting date subsequent to the acquisition, we will remeasure the earn-out liability and recognize any changes in its fair value in our consolidated statements of operations. If the probability of achieving the Price Targets during their respective measurement periods is significantly greater than initially anticipated, the realization of an additional liability and related expense will have a significant impact on our consolidated financial statements in the period recognized.

During November 2021, we acquired a small foreign infusion systems supplier. Total consideration for the acquisition includes a potential earn-out payment of up to $2.5 million, consisting of (i) a cash payment of $1.0 million contingent on the achievement of certain revenue targets for the annual period ending December 31, 2022 and, separately, (ii) a cash payment of $1.5 million contingent on certain product-related regulatory certifications obtained by May 26, 2024. As of March 31, 2022, the estimated fair value of the total contingent earn-out is $1.6 million.

During August 2021, we entered into an agreement with one of our international distributors whereby that distributor would not compete with us in a specific territory for a three-year period that will end in September 2024. The terms of the agreement include a contingent earn-out payment. The contingent earn-out payment shall not exceed $6.0 million, which will be earned based on certain revenue targets over a twelve-month measurement period determined by the highest four consecutive quarters commencing over a two-year period starting on the closing date of the agreement and provided that the distributor is in compliance with its obligations under the agreement. As of both March 31, 2022 and December 31, 2021, the estimated fair value of the contingent earn-out is $2.6 million. The estimated fair value of the contingent earn-out is calculated using a probability-weighted cash flow model based on historical revenue streams and the likelihood that the revenue targets will be met.

During the fourth quarter of 2019, we recognized an earn-out liability related to the acquisition of Pursuit Vascular, Inc. ("Pursuit"). Pursuit's former equity holders were entitled up to $50.0 million in additional cash consideration contingent upon the achievement of certain sales and gross profit targets for specific customers. The earn-out was calculated as a percentage of gross profit achieved during the earn-out period against a pre-determined target gross profit, not to exceed $50.0 million. During the earn-out period, we used a Monte Carlo simulation model to determine the fair value of the earn-out liability. The Monte Carlo simulation model utilized multiple input variables to determine the value of the earn-out liability including historical volatility, a risk-free interest rate, counter party credit risk and projected future gross profit (see the simulation input table below related to Pursuit). The historical volatility was based on the median of ICU and a certain peer group. The risk-free interest rate was equal to the yield, as of the valuation date, of the zero-coupon U.S. Treasury bill that was commensurate with the term of the earn-out. The counter party credit risk was based on a synthetic credit rating of B1. As of June 30, 2021, the earn-out measurement period ended. Based on the actual sales and gross profit achieved during the measurement period, we calculated the actual earn-out amount to be $26.3 million. The $26.3 million earn-out calculation was finalized and accepted by Pursuit's former equity holders and was paid out in the fourth quarter of 2021.

Our contingent earn-out liabilities are separately stated on our condensed consolidated balance sheets.

The following tables provide a reconciliation of the Level 3 earn-out liabilities measured at estimated fair value (in thousands):


	Earn-out Liability
Accrued balance, January 1, 2022	$	2,589
Acquisition date fair value estimate of earn-out(1)	55,158

Currency translation	(46)
Accrued balance, March 31, 2022	$	57,701

_______________________________


	Earn-out Liability
Accrued balance, January 1, 2021	$	26,300

Change in fair value of earn-out (included in income from operations as a separate line item)	—
Accrued balance, March 31, 2021	$	26,300

The following tables provide quantitative information about Level 3 inputs for fair value measurement of our earn-out liabilities related to Smiths Medical and Pursuit:

Smiths Medical Earn-out


Simulation Input	At Acquisition January 6, 2022
Volatility	37.00	%
Risk-Free Rate	1.31	%

Pursuit Earn-out


Simulation Input	As of March 31, 2021
Revenue/Gross Profit Volatility	25.00	%
Discount Rate	12.50	%
Risk-Free Rate	0.09	%
Counter Party Risk	3.10	%

Investments, Foreign Exchange Contracts and Interest Rate Contracts

The fair value of our investments, which consist of corporate bonds, is estimated using observable market-based inputs such as quoted prices, interest rates and yield curves or Level 2 inputs.

The fair value of our Level 2 foreign exchange contracts, including forward contracts and cross-currency par forward contracts, is estimated using observable market inputs such as known notional value amounts, spot and forward exchange rates. These inputs relate to liquid, heavily traded currencies with active markets which are available for the full term of the derivative.

The fair value of our Level 2 interest rate swaps is estimated using a pricing model that reflects the terms of the contracts, including the period to maturity, and relies on observable market inputs such as known notional value amounts and USD interest rate curves.

Our assets and liabilities measured at fair value on a recurring basis consisted of the following Level 1, 2 and 3 inputs as defined above (in thousands):


	Fair value measurements as of March 31, 2022
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available-for-sale debt securities:
Short-term	$	14,864	$	—	$	14,864	$	—
Long-term	2,539		—		2,539		—
Foreign exchange contracts:
Prepaid expenses and other current assets	7,629		—		7,629		—
Other assets	115		—		115		—


Interest rate contracts:

Other assets	28,570		—		28,570		—
Total Assets	$	53,717	$	—	$	53,717	$	—

Liabilities:

Contingent earn-out liability - LT	57,701		—		—		57,701
Foreign exchange contracts:
Accrued liabilities	895		—		895		—
Other long-term liabilities	27		—		27		—


Total Liabilities	$	58,623	$	—	$	922	$	57,701


	Fair value measurements as of December 31, 2021
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available-for-sale debt securities:
Short-term	$	14,420	$	—	$	14,420	$	—
Long-term	4,620		—		4,620		—
Cross-currency par forward contract:
Prepaid expenses and other current assets	1,061		—		1,061		—


Total Assets	$	20,101	$	—	$	20,101	$	—

Liabilities:
Contingent earn-out liability - LT	$	2,589	$	—	$	—	$	2,589



Forward-starting interest rate swaps:
Other long-term liabilities	1,480		—		1,480		—
Total Liabilities	$	4,069	$	—	$	1,480	$	2,589

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measures and Disclosures Liability Measurement Inputs (Details)	Mar. 31, 2022	Dec. 31, 2021
Pursuit Vascular, Inc. [Member] \| MeasurementinputadjustedEBITDAvolatility [Domain]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input		0.2500
Pursuit Vascular, Inc. [Member] \| Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input		0.1250
Pursuit Vascular, Inc. [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input		0.0009
Pursuit Vascular, Inc. [Member] \| Measurement Input, Market Price of Risk [Domain]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input		0.0310
SmithsMedical \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.0131
SmithsMedical \| Measurement Input, Price Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.3700

Other Assets Noncurrent(Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Mar. 31, 2021

Derivative [Line Items]

Lessor, Operating Lease, Payments to be Received

$ 27,336

$ 25,941

Spare parts

32,031

28,538

Equity Method Investments

3,209

3,238

Debt Issuance Costs, Noncurrent, Net

6,496

$ 2,827

Finance Lease, Right-of-Use Asset

2,545

2,673

Other Assets, Miscellaneous, Noncurrent

4,315

526

OTHER ASSETS

104,617

$ 63,743

^[1]

Interest Rate Swap

Derivative [Line Items]

Derivative Asset, Noncurrent

28,570

Derivative Asset, Noncurrent

28,570

Foreign Exchange

Derivative [Line Items]

Derivative Asset, Noncurrent

115

Derivative Asset, Noncurrent

$ 115

$ 0

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The following table presents the fair values of our derivative instruments included within the Condensed Consolidated Balance Sheets (in thousands):


	Derivatives Designated as Cash Flow Hedging Instruments
Condensed Consolidated Balance Sheet Location	Foreign Exchange Contracts		Interest Rate Swaps		Gross Derivatives

As of March 31, 2022
Prepaid expenses and other current assets	$	7,629	$	—	$	7,629
Other assets	115		28,570		28,685
Total assets	$	7,744	$	28,570	$	36,314

Accrued liabilities	$	895	$	—	$	895
Other long-term liabilities	27		—		27
Total liabilities	$	922	$	—	$	922

As of December 31, 2021
Prepaid expenses and other current assets	$	1,061	$	—	$	1,061
Other assets	—		—		—
Total assets	$	1,061	$	—	$	1,061

Accrued liabilities	$	—	$	—	$	—
Other long-term liabilities	—		1,480		1,480
Total liabilities	$	—	$	1,480	$	1,480

We recognized the following gains (losses) on our derivative instruments designated as cash flow hedges (in thousands):


	Gain (Loss) Recognized in Other Comprehensive Income
	Three months ended March 31,

	2022		2021
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	$	3,112	$	(402)
Interest rate swaps	30,051		—
Total derivatives designated as cash flow hedging instruments	$	33,163	$	(402)

The following table presents the effects of our derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations (in thousands):

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]


	Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income
		Three months ended March 31,

	Location of Gain (Loss) Recognized in Income	2022		2021
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	Total revenues	$	2,543	$	—
Foreign exchange contracts	Cost of goods sold	(513)		841
Foreign exchange contracts	Interest expense(1)	249		—

Total derivatives designated as cash flow hedging instruments		$	2,279	$	841

_______________________________

(1) Represents location of gain reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring.

As of March 31, 2022, we expect an estimated $1.9 million in deferred gains on the outstanding foreign exchange contracts and an estimated $3.9 million in deferred losses on the interest rate swaps will be reclassified from accumulated other comprehensive loss to net income during the next 12 months concurrent with the underlying hedged transactions also being reported in net income.

Commitments and Contingencies:	3 Months Ended
Commitments and Contingencies:	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies [Text Block]	Commitments and Contingencies Legal Proceedings From time to time, we are involved in various legal proceedings, most of which are routine litigation, in the normal course of business. Our management does not believe that the resolution of the unsettled legal proceedings that we are involved with will have a material adverse impact on our financial position or results of operations. Off-Balance Sheet Arrangements In the normal course of business, we have agreed to indemnify our officers and directors to the maximum extent permitted under Delaware law and to indemnify customers as to certain intellectual property matters or other matters related to sales of our products. There is no maximum limit on the indemnification that may be required under these agreements. Although we can provide no assurances, we have never incurred, nor do we expect to incur, any material liability for indemnification. Contingencies On January 6, 2022, we acquired Smiths Medical. Total consideration for the acquisition includes a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving a certain volume-weighted average price from the closing date to either the third or fourth anniversary of closing. As of March 31, 2022, the estimated fair value of the contingent earn-out is $53.5 million (see Note 9: Fair Value Measurements). Prior to being acquired, during 2021, Smiths Medical received a Warning Letter from the FDA following an inspection of Smiths Medical’s Oakdale, Minnesota Facility. The Warning Letter cited, among other things, failures to comply with FDA's medical device reporting requirements and failures to comply with applicable portions of the Quality System Regulation. A provision for the estimated costs related to the field service corrective action was recorded on the opening acquired balance sheet of Smiths Medical in the amount of $55.1 million. The initial estimate recorded was based on a probability-weighted estimate of the costs required to settle the obligation. The actual costs to be incurred are dependent upon the scope of the work necessary to achieve regulatory clearance and could differ from the original estimate. The estimated field service corrective action recorded at March 31, 2022 is $54.7 million. During November 2021, we acquired a small foreign infusion systems supplier. Total consideration for the acquisition includes a potential earn-out payment of up to $2.5 million, consisting of (i) a cash payment of $1.0 million contingent on the achievement of certain revenue targets for the annual period ending December 31, 2022 and, separately, (ii) a cash payment of $1.5 million contingent on certain product-related regulatory certifications obtained by May 26, 2024. As of March 31, 2022, the estimated fair value of the contingent earn-out is $1.6 million (see Note 9: Fair Value Measurements). During August 2021, we entered into an agreement with one of our international distributors whereby that distributor would not compete with us in a specific territory for a three-year period that will end in September 2024. The terms of the agreement include a contingent earn-out payment. The contingent earn-out shall not exceed $6.0 million, which will be earned based on certain revenue targets over a twelve-month measurement period determined by the highest four consecutive quarters commencing over a two-year period starting on the closing date of the agreement and provided that the distributor is in compliance with its obligations under the agreement. As of March 31, 2022, the estimated fair value of the contingent earn-out is $2.6 million (see Note 9: Fair Value Measurements). Commitments We have non-cancelable operating lease agreements where we are contractually obligated to pay certain lease payment amounts (see Note 6: Leases).

Leases Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 18,934
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months	20,911
Lessee, Operating Lease, Liability, Payments, Due Year Two	17,106
Lessee, Operating Lease, Liability, Payments, Due Year Three	12,481
Lessee, Operating Lease, Liability, Payments, Due Year Four	11,121
Lessee, Operating Lease, Liability, Payments, Due Year Five	7,839
Lessee, Operating Lease, Liability, Payments, Due after Year Five	18,121
Lessee, Operating Lease, Liability, Payments, Due	106,513
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(12,336)
Operating Lease, Liability	94,177	$ 42,980
Finance Lease, Liability, Payments, Remainder of Fiscal Year	577
Finance Lease, Liability, Payments, Due Next Twelve Months	770
Finance Lease, Liability, Payments, Due Year Two	464
Finance Lease, Liability, Payments, Due Year Three	267
Finance Lease, Liability, Payments, Due Year Four	213
Finance Lease, Liability, Payments, Due Year Five	189
Finance Lease, Liability, Payments, Due after Year Five	426
Finance Lease, Liability, Payment, Due	2,906
Finance Lease, Liability, Undiscounted Excess Amount	(314)
Finance Lease, Liability	$ 2,592	$ 2,710

Derivative Financial Instruments Derivative Instruments and Hedging Activities - Amounts Affecting Consolidated Statements of Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	$ 1,900
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	3,900
Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	(2,279)	$ (841)
Foreign Exchange Contract \| Trading Revenue \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	(2,543)	0
Foreign Exchange Contract \| Cost of Sales [Member] \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	(513)	(841)
Foreign Exchange Contract \| Interest Expense \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ (249)	$ 0

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lease, Cost [Table Text Block]

The following table presents the components of our lease cost (in thousands):


	Three months ended March 31,
	2022		2021
Operating lease cost	$	5,178	$	2,835
Finance lease cost — interest	29		31
Finance lease cost — reduction of ROU asset	170		151
Short-term lease cost	3		3


Total lease cost	$	5,380	$	3,020

Cash Flow, Supplemental Disclosures [Text Block]

The following table presents the supplemental cash flow information related to our leases (in thousands):


	Three months ended March 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,548	$	2,821
Operating cash flows from finance leases	$	29	$	31

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	1,493	$	1,095
Finance leases	$	—	$	184

Assets and Liabilities, Leases [Table Text Block]

The following table presents the supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate):


	As of
	March 31, 2022			December 31, 2021
Operating leases
Operating lease right-of-use assets	$	92,027		$	39,847

Accrued liabilities	$	20,786		$	9,009
Other long-term liabilities	73,391			33,971
Total operating lease liabilities	$	94,177		$	42,980

Weighted-Average Remaining Lease Term
Operating leases	6.5 years			5.9 years

Weighted-Average Discount Rate
Operating leases	4.06		%	4.98		%

The following table presents the supplemental balance sheet information related to our finance leases (in thousands, except lease term and discount rate):


	As of
	March 31, 2022			December 31, 2021
Finance leases
Finance lease right-of-use assets	$	2,545		$	2,673

Accrued liabilities	$	669		$	643
Other long-term liabilities	1,923			2,067
Total finance lease liabilities	$	2,592		$	2,710

Weighted-Average Remaining Lease Term
Finance leases	5.4 years			5.6 years

Weighted-Average Discount Rate
Finance leases	4.28		%	4.28		%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

As of March 31, 2022, the maturities of our operating and finance lease liabilities for each of the next five years are approximately (in thousands):


	Operating Leases		Finance Leases
Remainder of 2022	$	18,934	$	577
2023	20,911		770
2024	17,106		464
2025	12,481		267
2026	11,121		213
2027	7,839		189
Thereafter	18,121		426
Total Lease Payments	106,513		2,906
Less imputed interest	(12,336)		(314)
Total	$	94,177	$	2,592

Long-Term Obligations Schedule of Maturities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
LOng-Term Obligations Disclosure [Abstract]
Long-Term Debt, Maturity, Remainder of Fiscal Year	$ 6,375
Long-Term Debt, Maturity, Year One	29,750
Long-Term Debt, Maturity, Year Two	51,000
Long-Term Debt, Maturity, Year Three	51,000
Long-Term Debt, Maturity, Year Four	72,250
Long-Term Debt, Maturity, Year Five	672,500
Long-Term Debt, Maturity, after Year Five	801,125
Long-term Debt, Gross	$ 1,684,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss	$ 6,921	$ 7,038
Convertible preferred stock, par value	$ 1.00
Convertible preferred stock, authorized shares	500,000
Convertible preferred stock, issued shares	0	0
Convertible preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.10
Common stock, shares authorized	80,000,000
Common stock, shares issued	23,897,000	21,280,000
Common stock, shares outstanding	23,884,000	21,280,000
Treasury Stock, Shares	12,684	119

Derivative Financial Instruments Derivative Instruments and Hedging Activities - FV of Derivative Instruments Included Within Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Derivatives, Fair Value [Line Items]
Derivative Asset	$ 36,314	$ 1,061
Derivative Asset, Current	7,629	1,061
Derivative Liability	922	1,480
Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	7,629	1,061
Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Noncurrent	28,685	0
Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	895	0
Other Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Noncurrent	27	1,480
Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative Asset	7,744	1,061
Derivative Liability	922	0
Foreign Exchange Contract \| Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	7,629	1,061
Foreign Exchange Contract \| Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Noncurrent	115	0
Foreign Exchange Contract \| Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	895	0
Foreign Exchange Contract \| Other Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Noncurrent	27	0
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Derivative Asset	28,570	0
Derivative Asset, Noncurrent	28,570		$ 0
Derivative Liability	0	1,480
Interest Rate Swap \| Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	0	0
Interest Rate Swap \| Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Noncurrent	28,570	0
Interest Rate Swap \| Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	0	0
Interest Rate Swap \| Other Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Noncurrent	$ 0	$ 1,480

Restructuring, Strategic Transaction and Integration Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring and Related Activities [Abstract]
Restructuring, strategic transaction and integration	$ 33,900	$ 2,900
Restructuring Costs		$ 3,200

Accrued Liabilities Long-term liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 06, 2022	Dec. 31, 2021	Mar. 31, 2021
Accrued Liabilities [Abstract]
Operating Lease, Liability, Noncurrent	$ 73,391		$ 33,971
Accrued Employee Benefits	1,272		1,369
Accrued Rent	1,231		1,262
Liabilities for contracts	168		202
Interest Rate Derivative Liabilities, at Fair Value	0			$ 1,480
Finance Lease, Liability, Noncurrent	1,923		2,067
Other Accrued Liabilities, Noncurrent	9,983		1,479
OTHER LONG-TERM LIABILITIES	134,208		41,830
Product Liability Accrual, Component Amount	54,700	$ 55,100
Product Liability Contingency [Line Items]
Product Liability Accrual, Component Amount	54,700	$ 55,100
Contract with Customer, Liability, Noncurrent	22,828		$ 0
Long Term
Accrued Liabilities [Abstract]
Product Liability Accrual, Component Amount	23,385			0
Product Liability Contingency [Line Items]
Product Liability Accrual, Component Amount	23,385			0
Foreign Exchange
Accrued Liabilities [Abstract]
Derivative Liability, Noncurrent	27			0
Derivative [Line Items]
Derivative Liability, Noncurrent	$ 27			$ 0

Goodwill and Intangible Assets Goodwill Table (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Dec. 31, 2021

^[1]

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

$ 1,526,866

$ 43,439

Goodwill, Acquired During Period

1,493,115

Goodwill, Purchase Accounting Adjustments

(7,128)

Goodwill, Foreign Currency Translation Gain (Loss)

$ (2,560)

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Income (Paranthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	$ 7,312	$ 298
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax	0	0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax	$ 0	$ 0

Long-Term Obligations (Notes)

3 Months Ended

Mar. 31, 2022

LOng-Term Obligations Disclosure [Abstract]

Long-term Debt [Text Block]

Long-Term Debt

2022 Credit Agreement

On January 6, 2022, in connection with the acquisition of Smiths Medical, we entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Bank PLC and certain other financial institutions (the “Lenders”) for $2.2 billion of senior secured credit facilities. The senior secured credit facilities include (i) a five-year Tranche A term loan of $850.0 million (the "Term Loan A"), (ii) a seven-year Tranche B term loan of $850.0 million (the "Term Loan B") and (iii) a five-year revolving credit facility of $500.0 million (the "Revolving Credit Facility"), with separate sub-limits of $50.0 million for letters of credit and swingline loans (collectively, the "Senior Secured Credit Facilities"). We used the proceeds from borrowings under the Term Loan A and the Term Loan B (collectively, the "Term Loans") to fund a portion of the cash consideration for the purchase of Smiths Medical and the related fees and expenses incurred in connection with the acquisition. We did not incur borrowings under the Revolving Credit Facility on the

closing date of the acquisition. The proceeds from any future borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes.

In connection with entering into the Credit Agreement, during the period ended March 31, 2022, we incurred $37.8 million in debt discount and issuance costs, which were allocated to the Term Loan A, the Term Loan B and the Revolving Credit Facility based on lender commitment amounts relative to each type of fees paid. The lender and third-party discount and issuance costs allocated to the Term Loan A and the Term Loan B were $15.8 million and $13.4 million, respectively, and are reflected as a direct deduction from the face amount of the corresponding term loans on the condensed consolidated balance sheet. These costs are being amortized to interest expense over the respective terms of the loans using the effective interest method. The issuance costs allocated to the Revolving Credit Facility were $8.7 million, which are capitalized and included in prepaid expenses and other current assets and other assets on our condensed consolidated balance sheets. These costs are being amortized to interest expense over the term of the Revolving Credit Facility using the straight-line method.

The net funds received from the Term Loan A and the Term Loan B, after deducting debt issuance costs, were $834.2 million and $836.6 million, respectively.

Maturity Dates

The maturity date for the Term Loan A and the Revolving Credit Facility is January 6, 2027, and the maturity date for the Term Loan B is January 6, 2029. Pursuant to the terms and conditions of the Credit Agreement, the maturity dates of the Term Loans and the Revolving Credit Facility may be extended upon our request, subject to the consent of the Lenders.

Interest Rate Terms

In general, the Term Loans and borrowings under the Revolving Credit Facility denominated in U.S. dollars bear interest, at our option, on either: (1) the Base Rate, as defined below, plus the applicable margin, as indicated below ("Base Rate Loans") or (2) the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"), as defined below, plus the applicable margin, as indicated below ("Term SOFR Loans").

The Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Term SOFR (as defined below) for a one-month period plus, in each case, plus 1.00%.

Adjusted Term SOFR is the rate per annum equal to (a) Term SOFR plus (b) the Term SOFR Adjustment. Term SOFR is the forward-looking term rate based on SOFR and is calculated separately for Term SOFR Loans and Base Rate Loans, as specified in the Credit Agreement. The Term SOFR Adjustment is a percentage per annum of 0.10% for Base Rate Loans and between 0.10% to 0.25% for Term SOFR Loans based on the applicable interest period.

Revolving Credit Facility Commitment Fee

The Revolving Credit Facility has a per annum commitment fee at an initial rate of 0.25% which is applied to the available amount of the Revolving Credit Facility. Effective on the first Adjustment Date, as defined in the Credit Agreement, occurring subsequent to our quarter ending June 30, 2022, the commitment fee will be determined by reference to the leverage ratio in effect from time to time as set forth in the table below.

Applicable Interest Margins

The Term Loan A and borrowings under the Revolving Credit Facility have an initial applicable margin of 0.75% per annum for Base Rate Loans and 1.75% per annum for Term SOFR Loans.

Effective on the first Adjustment Date, as defined in the Credit Agreement, occurring subsequent to our quarter ending June 30, 2022, the applicable margin for the Term Loan A and borrowings under the Revolving Credit Facility will be determined by reference to the leverage ratio in effect from time to time as set forth in the following table:


Leverage Ratio	Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans	Commitment Fee Rate
Greater than 4.00 to 1.0	2.25%	1.25%	0.35%
Less than or equal to 4.00 to 1.0 but greater than 3.00 to 1.0	2.00%	1.00%	0.30%
Less than or equal to 3.00 to 1.0 but greater than 2.50 to 1.0	1.75%	0.75%	0.25%
Less than or equal to 2.50 to 1.0 but greater than 2.00 to 1.0	1.50%	0.50%	0.20%
Less than or equal to 2.00 to 1.0	1.25%	0.25%	0.15%

The Term Loan B has an initial applicable margin of 1.5% per annum for Base Rate Loans and 2.5% per annum for Term SOFR Loans.

Effective on the first Adjustment Date, as defined in the Credit Agreement, occurring subsequent to our quarter ending June 30, 2022, the applicable margin for the Term Loan B will be determined by reference to the leverage ratio in effect from time to time as set forth in the following table:


Leverage Ratio	Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans
Greater than 2.75 to 1.0	2.50%	1.50%
Less than 2.75 to 1.0	2.25%	1.25%

Principal Payments

Principal payments on the Term Loans are due on the last day of each calendar quarter commencing on June 30, 2022.

The Term Loan A will amortize in nineteen consecutive quarterly installments in an amount equal to 2.50% of the original principal amount in each of the first two years, 5.00% in each of the third and fourth years and 7.50% in the fifth year, with a final payment of the remaining outstanding principal balance due on the maturity date.

The Term Loan B matures in twenty-seven consecutive quarterly installments in an amount equal to 0.25% of the original principal amount, with a final payment of the remaining outstanding principal balance due on the maturity date.

We may borrow, prepay and re-borrow amounts under the Revolving Credit Facility, in accordance with the terms and conditions of the Credit Agreement, with all outstanding amounts due at maturity.

During March 2022, we prepaid $16.0 million in principal payments on the Term Loan A principal balance.

Interest Payments

Interest payments on Base Rate Loans are payable quarterly in arrears on the last business day of each calendar quarter and the applicable maturity date. Interest periods on Term SOFR Loans will be determined, at our option, as either one, three or six months and will be payable on the last day of each interest period and the applicable maturity date. In the case of any interest periods of more than three months' duration, the interest payment will be payable on each day prior to the last day of such interest period that occurs at three-month intervals.

The commitment fee on the Revolving Credit Facility is payable quarterly in arrears on the third business day following the last day of each calendar quarter and at the maturity date. The commitment fee is included in interest expense in our condensed consolidated statements of operations.

Guarantors and Collateral

Our obligations under the Credit Agreement are unconditionally guaranteed, on a joint and several basis, by ICU Medical, Inc. and certain of our existing subsidiaries.

Debt Covenants

The Credit Agreement contains affirmative and negative covenants, including certain financial covenants. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, asset sales and other dispositions, other investments, dividends, share purchases and payments affecting subsidiaries, changes in nature of business, fiscal year or organizational documents, prepayments and redemptions of subordinated and other junior debt, transactions with affiliates, and other matters.

The financial covenants include the Senior Secured Leverage Ratio and the Interest Coverage Ratio, both defined below, and pertain to the Term Loan A and the Revolving Credit Facility.

The Senior Secured Leverage Ratio is defined, at any such date, as the ratio of: (a) all Funded Debt, as defined in the Credit Agreement, that is secured by a lien on any asset or property minus the lesser of (i) all unrestricted cash and cash equivalents and (ii) $500.0 million, to (b) Consolidated EBITDA, as defined in the Credit Agreement, for the most recently completed four fiscal quarters, calculated on a pro forma basis. The maximum Senior Secured Leverage Ratio is 4.50 to 1.00 until June 30, 2024. Thereafter, the maximum Senior Secured Leverage Ratio is 4.00 to 1.00, with limited permitted exception.

The Interest Coverage ratio is defined, at any such date, as the ratio of Consolidated EBITDA, as defined in the Credit Agreement, to Consolidated Interest Expense, as defined in the Credit Agreement, paid or payable in cash, for the most recently completed four fiscal quarters. The minimum Interest Coverage ratio is 3.00 to 1.00.

We were in compliance with all financial covenants as of March 31, 2022.

The Credit Agreement contains customary events of default, including, among others: non-payments of principal and interest; breach of representations and warranties; covenant defaults; cross-defaults and cross-acceleration to certain other material indebtedness; the existence of bankruptcy or insolvency proceedings; certain events under ERISA; material judgments; and a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the administrative agent and the Lenders are entitled to take various actions, including, without limitation, the acceleration of all amounts due and the termination of commitments under the Senior Secured Credit Facilities.

2017 Credit Facility

On November 8, 2017, we entered into a five-year senior secured revolving credit facility with various lenders for $150.0 million, with Wells Fargo Bank, National Association as the administrative agent, swingline lender and issuing lender (the "Prior Credit Facility"). The Prior Credit Facility, which was set to mature on November 8, 2022, was terminated in connection with entering into the Credit Agreement on January 6, 2022. There were no borrowings outstanding under the Prior Credit Facility at that date or at December 31, 2021. The remaining unamortized deferred debt issuance costs related to the Prior Credit Facility were not material and were expensed in connection with its termination. See further details of the terms of the Prior Credit Facility in Note 11 in Part II, Item 8, of our 2021 Annual Report on Form 10-K.

The carrying values of our long-term debt consist of the following (in thousands):


	Effective Interest Rate		As of March 31, 2022

Senior Secured Credit Facilities:
Term Loan A — principal	4.44	%	$	834,000
Term Loan B — principal	5.11	%	850,000
Revolving Credit Facility — principal	—	%	—
Less unamortized debt issuance costs(1)			(28,016)
Total carrying value of long-term debt			1,655,984
Less current portion of long-term debt			13,813
Long-term debt, net			$	1,642,171

_______________________________

(1) Comprised of $15.0 million and $13.0 million relating to the Term Loan A and the Term Loan B, respectively.

As of March 31, 2022, the aggregate amount of principal repayments of our long-term debt (including any current portion) for each of the next five years is approximately (in thousands):


Remainder of 2022	$	6,375
2023	29,750
2024	51,000
2025	51,000
2026	72,250
2027	672,500
Thereafter	801,125
Total	$	1,684,000

The following table presents the total interest expense related to our long-term debt (in thousands):


	Three months ended March 31,
	2022		2021
Contractual interest	$	10,017	$	—
Amortization of debt issuance costs	1,643		72
Commitment fee — Revolving Credit Facility	351		56
Total interest expense	$	12,011	$	128

Collaborative and Other Arrangements (Notes)	3 Months Ended
Collaborative and Other Arrangements (Notes)	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaborative Arrangement Disclosure [Text Block]	Collaborative and Other Arrangements On February 3, 2017, we entered into two Manufacturing and Supply Agreements ("MSAs") whereby (i) Pfizer will manufacture and supply us with certain agreed upon products for an initial five-year term with a one-time two-year option to extend and (ii) we will manufacture and supply Pfizer certain agreed upon products for a term of five or ten years depending on the product, also with a one-time two-year option to extend. The MSAs provide each party with mutually beneficial interests and both of the MSAs are to be jointly managed by both Pfizer and ICU. The initial supply price, which will be annually updated, is in full consideration for all costs associated with the manufacture, documentation, packaging and certification of the products. On January 1, 2021, we amended our MSA with Pfizer, whereby we manufacture and supply certain agreed upon products to Pfizer. The amendments included a change to the term of the agreement to end on December 31, 2024 with Pfizer's unilateral election to extend through December 31, 2025. Other changes to the terms of the MSA included (i) amendments to our level of supply of products to Pfizer, (ii) certain changes to our manufacturing lines, (iii) updates to our supply price with added volume price tiers for annual periods and (iv) certain minimum purchase requirements for certain products. On February 1, 2022, effective as of January 1, 2022, upon our request, Pfizer executed a Product Addendum (the "Product Addendum") to our MSA, whereby Pfizer manufactures and supplies to us certain agreed upon products. The Product Addendum includes the supply of additional product to us subject to certain time and pricing terms and conditions. The Product Addendum includes a minimum purchase obligation of $29.6 million and expires on November 30, 2022. As of March 31, 2022, we had satisfied the minimum purchase obligations under the Product Addendum.

Revenue (Notes)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Revenue

Revenue Recognition

Following our acquisition of Smiths Medical, our primary product lines are Infusion Consumables, Infusion Systems, IV Solutions, Critical Care, Infusion Systems-Smiths Medical, Vascular Access-Smiths Medical and Vital Care-Smiths Medical. The vast majority of our sales of these products are made on a stand-alone basis to hospitals and distributors. Revenue is typically recognized upon transfer of control of the products, which we deem to be at point of shipment. However, for purposes of revenue recognition for our software licenses and renewals, we consider the control of these products to be transferred to a customer at a certain point in time; therefore, we recognize revenue at the start of the applicable license term.

Payment is typically due in full within 30 days of delivery or the start of the contract term. Revenue is recorded in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We offer certain volume-based rebates to our distribution customers, which we record as variable consideration when calculating the transaction price. Rebates are offered on both a fixed and tiered/variable basis. In both cases, we use information available at the time and our historical experience with each customer to estimate the most likely rebate amount. We also provide chargebacks to distributors that sell to end customers at prices determined under a contract between us and the end customer. Chargebacks are the difference between the prices we charge our distribution customers and the contracted prices we have with the end customer which are processed as credits to our distribution customers. In estimating the expected value of chargeback amounts in order to determine the transaction price, we use information available at the time, including our historical experience.

We also warranty products against defects and have a policy permitting the return of defective products, for which we accrue and expense at the time of sale using information available at that time and our historical experience. We also provide for extended service-type warranties, which we consider to be separate performance obligations. We allocate a portion of the transaction price to the extended service-type warranty based on its estimated relative selling price, and recognize revenue over

the period the warranty service is provided. Our revenues are recorded at the net sales price, which includes an estimate for variable consideration related to rebates, chargebacks and product returns.

Revenue disaggregated

The following table represents our revenues disaggregated by product line (in thousands):


	Three months ended March 31,
Product line	2022		2021
Infusion Consumables	$	140,521	$	126,370
Infusion Systems	87,012		84,334
IV Solutions	88,480		94,176
Critical Care	12,157		13,166
Infusion Systems-Smiths Medical	66,290		—
Vascular Access-Smiths Medical	79,008		—
Vital Care-Smiths Medical	69,654		—
Total Revenues	$	543,122	$	318,046

Infusion Systems-Smiths Medical, Vascular Access-Smiths Medical and Vital Care-Smiths Medical represent our newly integrated product lines following our acquisition of Smiths Medical on January 6, 2022.

The following table represents our revenues disaggregated by geography (in thousands):


	Three months ended March 31,
Geography	2022		2021
Europe, the Middle East and Africa	$	86,204	$	34,800



Other Foreign	109,127		55,895
Total Foreign	195,331		90,695
United States	347,791		227,351
Total Revenues	$	543,122	$	318,046

Contract balances

The following table presents the changes in our contract balances for the three months ended March 31, 2022 and 2021 (in thousands):


	Contract Liabilities
Beginning balance, January 1, 2022	$	(7,461)
Fair value of acquired deferred revenue	(51,245)
Equipment revenue recognized	5,574
Equipment revenue deferred due to implementation	(3,447)
Software revenue recognized	4,299
Software revenue deferred due to implementation	(4,777)
Government grant deferred revenue	(2,266)
Government grant recognized	171
Other deferred revenue	(767)
Other deferred revenue recognized	1,683
Ending balance, March 31, 2022	$	(58,236)

Beginning balance, January 1, 2021	$	(6,430)
Equipment revenue recognized	461
Equipment revenue deferred due to implementation	(2,921)
Software revenue recognized	1,796
Software revenue deferred due to implementation	(1,794)
Ending balance, March 31, 2021	$	(8,888)

As of March 31, 2022, revenue from remaining performance obligations is as follows:


	Recognition Timing
(in millions)	< 12 Months		> 12 Months
Equipment revenue	$	24.1	$	—
Software revenue	7.7		2.6
Government grant revenue	1.3		12.8
Other revenue*	2.1		7.6
Total	$	35.2	$	23.0

_________________________________

*Other deferred revenue includes pump development programs, purchased training and extended warranty.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Business Combinations and Asset Acquisitions Foreign Infusion Distributor(Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Business Acquisition [Line Items]
Contingent Consideration, Gross ST	$ 1,000
Contingent Consideration, Gross LT	1,500
Business Combination, Consideration, Holdback liability	500
Foreign Infusion System Supplier
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	15,400
contingent consideration gross	2,500
Contingent Consideration, Gross ST	1,000
Contingent Consideration, Gross LT	1,500
Business Combination, Consideration Transferred	$ 17,100

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

CURRENT ASSETS:

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

$ 329,428

$ 552,827

^[1]

Short-term investment securities

14,864

14,420

^[1]

TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

344,292

567,247

^[1]

Accounts receivable, net of allowance for doubtful accounts

202,897

105,894

^[1]

Inventories

536,314

290,235

^[1]

Prepaid income taxes

10,219

19,586

^[1]

Prepaid expenses and other current assets

80,273

46,847

^[1]

TOTAL CURRENT ASSETS

1,173,995

1,029,809

^[1]

PROPERTY AND EQUIPMENT, net

674,412

468,365

^[1]

Operating Lease, Right-of-Use Asset

92,027

39,847

^[1]

Long-term investment securities

2,539

4,620

GOODWILL

1,526,866

43,439

^[1]

INTANGIBLE ASSETS, net

1,094,710

188,311

^[1]

Deferred Income Tax Assets

77,566

42,604

OTHER ASSETS

104,617

63,743

^[1]

TOTAL ASSETS

4,746,732

1,880,738

^[1]

CURRENT LIABILITIES:

Accounts payable

200,991

81,128

^[1]

Accrued liabilities

261,820

118,195

^[1]

Long-term Debt, Current Maturities

13,813

Income tax liability

17,491

1,454

^[1]

TOTAL CURRENT LIABILITIES

494,115

200,777

^[1]

Contingent Earn-Out Liability, Noncurrent

57,701

2,589

^[1]

Long-term Debt, Excluding Current Maturities

1,642,171

Other long-term liabilities

134,208

41,830

DEFERRED INCOME TAXES

220,628

1,490

^[1]

INCOME TAX LIABILITY

19,007

18,021

^[1]

COMMITMENTS AND CONTINGENCIES

^[1]

STOCKHOLDERS' EQUITY:

Convertible preferred stock, $1.00 par value Authorized-500 shares; Issued and outstanding - none

^[1]

Common stock, $0.10 par value - Authorized-80,000 shares; Issued 23,897 shares at March 31,2022 and 21,280 shares at December 31, 2021 and outstanding 23,884 shares at March 31, 2022 and 21,280 shares at December 31, 2021

2,390

2,128

^[1]

Additional paid-in capital

1,306,264

721,412

^[1]

Treasury Stock, at cost (12,684 and 119 shares, respectively)

(2,843)

(27)

^[1]

Retained earnings

873,719

911,787

^[1]

Accumulated other comprehensive loss

(628)

(19,269)

^[1]

TOTAL STOCKHOLDERS' EQUITY

2,178,902

1,616,031

^[1]

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 4,746,732

$ 1,880,738

^[1]

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Accrued Liabilities (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Jan. 06, 2022

Dec. 31, 2021

Mar. 31, 2021

Accrued Liabilities [Abstract]

Salaries and benefits

$ 47,604

$ 27,304

Incentive compensation

19,930

33,107

Operating Lease, Liability, Current

20,786

9,009

Sales taxes

7,491

1,980

Restructuring accrual

2,430

664

UnfavorablecontractliabilityST

40,870

12,646

Accrued other taxes

1,653

4,337

Accrued Professional Fees

16,608

773

Legal accrual

3,216

3,897

Distribution Fees

21,084

5,645

Warranties and returns

31,857

532

Accrued freight

10,285

9,194

Other

15,371

8,099

Accrued liabilities

261,820

118,195

^[1]

Liability, Defined Benefit Plan, Current

2,796

$ 0

Acquired restructuring liability, current

6,775

Accrued transaction costs

8,982

Accrued audit fees

3,187

$ 1,008

Product Liability Contingency [Line Items]

Product Liability Accrual, Component Amount

54,700

$ 55,100

Short Term

Product Liability Contingency [Line Items]

Product Liability Accrual, Component Amount

31,300

Foreign Exchange

Accrued Liabilities [Abstract]

Derivative Liability, Current

895

Derivative [Line Items]

Derivative Liability, Current

$ 895

$ 0

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Derivative Financial Instruments Interest Rate Swaps (Details)	Mar. 31, 2022 USD ($)
Derivative [Line Items]
Derivative, Notional Amount	$ 231,800,000
Interest Rate Swap \| Term Loan A
Derivative [Line Items]
Derivative, Notional Amount	300,000,000
Interest Rate Swap Ending Notional Value	$ 150,000,000
Derivative, Fixed Interest Rate	1.32%
derivative variable rate floor	(0.0015)
Interest Rate Swap \| Term Loan B
Derivative [Line Items]
Derivative, Notional Amount	$ 750,000,000
Interest Rate Swap Ending Notional Value	$ 46,900,000
Derivative, Fixed Interest Rate	1.17%
derivative variable rate floor	0.0035

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

The following table represents our revenues disaggregated by geography (in thousands):


	Three months ended March 31,
Geography	2022		2021
Europe, the Middle East and Africa	$	86,204	$	34,800



Other Foreign	109,127		55,895
Total Foreign	195,331		90,695
United States	347,791		227,351
Total Revenues	$	543,122	$	318,046

Contract with Customer, Asset and Liability [Table Text Block]

The following table presents the changes in our contract balances for the three months ended March 31, 2022 and 2021 (in thousands):


	Contract Liabilities
Beginning balance, January 1, 2022	$	(7,461)
Fair value of acquired deferred revenue	(51,245)
Equipment revenue recognized	5,574
Equipment revenue deferred due to implementation	(3,447)
Software revenue recognized	4,299
Software revenue deferred due to implementation	(4,777)
Government grant deferred revenue	(2,266)
Government grant recognized	171
Other deferred revenue	(767)
Other deferred revenue recognized	1,683
Ending balance, March 31, 2022	$	(58,236)

Beginning balance, January 1, 2021	$	(6,430)
Equipment revenue recognized	461
Equipment revenue deferred due to implementation	(2,921)
Software revenue recognized	1,796
Software revenue deferred due to implementation	(1,794)
Ending balance, March 31, 2021	$	(8,888)

Commitments and Contingencies Contingency (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Jan. 06, 2022
Business Acquisition, Contingent Consideration [Line Items]
Contingent Consideration, Gross ST	$ 1,000
Contingent Consideration, Gross LT	1,500
Product Liability Accrual, Component Amount	54,700	$ 55,100
SmithsMedical
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	100,000
Business Combination, Contingent Consideration, Liability	53,500
Foreign Infusion System Supplier
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	2,500
Contingent Consideration, Gross ST	1,000
Contingent Consideration, Gross LT	1,500
Business Combination, Contingent Consideration, Liability	1,600
International Distributor
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	6,000
Business Combination, Contingent Consideration, Liability	$ 2,600

Collaborative and Other Arrangements (Details) $ in Millions	Mar. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Purchase Commitment, Remaining Minimum Amount Committed	$ 29.6

Revenue Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Movement in Deferred Revenue [Roll Forward]
Contract with Customer, Liability	$ (7,461)	$ (6,430)
Contract with Customer, Liability	(58,236)	(8,888)
Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	35,200
Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	23,000
SmithsMedical
Movement in Deferred Revenue [Roll Forward]
Contract with Customer, Liability		(51,245)
Equipment revenue [Member]
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	5,574	461
Deferred Revenue, Additions	(3,447)	(2,921)
Equipment revenue [Member] \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	24,100
Equipment revenue [Member] \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	0
Software revenue [Member]
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	4,299	1,796
Deferred Revenue, Additions	(4,777)	$ (1,794)
Software revenue [Member] \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	7,700
Software revenue [Member] \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	2,600
Government Grant Revenue
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	171
Deferred Revenue, Additions	(2,266)
Government Grant Revenue \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	1,300
Government Grant Revenue \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	12,800
Other deferred revenue
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	1,683
Deferred Revenue, Additions	(767)
Other deferred revenue \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	2,100
Other deferred revenue \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	$ 7,600

Investment Securities (Details) $ in Millions	3 Months Ended
Investment Securities (Details) $ in Millions	Mar. 31, 2022 USD ($)
Investments, Debt and Equity Securities [Abstract]
Gain (Loss) on Sale of Investments	$ 0

Long-Term Obligations Table (Details) - USD ($)	3 Months Ended
Long-Term Obligations Table (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 1,684,000,000
Line of Credit Facility, Fair Value of Amount Outstanding	0
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	(28,016,000)
Debt, Long-term and Short-term, Combined Amount	1,655,984,000
Debt, Current	13,813,000
Long-term Debt, Excluding Current Maturities	1,642,171,000	$ 0
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 500,000,000
Debt Instrument, Interest Rate During Period	0.00%
Term Loan A
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 834,000,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 15,000,000
Debt Instrument, Interest Rate During Period	4.44%
Term Loan B
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 850,000,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 13,000,000
Debt Instrument, Interest Rate During Period	5.11%

Inventories:

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories [Text Block]

Inventories

Inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Inventory costs include material, labor and overhead related to the manufacturing of our products.

Inventories consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Raw materials	$	232,451	$	135,528
Work in process	74,427		36,490
Finished goods	229,436		118,217
Total inventories	$	536,314	$	290,235

During the quarter ended March 31, 2022, inventories increased significantly due to the acquisition of Smiths Medical. All acquired inventory was recorded at fair value on January 6, 2022 in accordance with ASC 805, Business Combinations (see Note 3: Acquisitions).

New Accounting Pronouncements:	3 Months Ended
New Accounting Pronouncements:	Mar. 31, 2022
Accounting Standards Update and Change in Accounting Principle [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	New Accounting Pronouncements Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional guidance for a limited period of time to ease the potential burden for reference rate reform on financial reporting. Due to concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate ("LIBOR"), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. Optional expedients may be applied to contracts that are modified as a result of the reference rate reform. Modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate. Modifications of contracts within the scope of ASC 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate (incremental borrowing rate). Exceptions to Topic 815, Derivatives and Hedging, results in not having a dedesignation of a hedging relationship if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. In November 2021, we entered into two forward-starting swaps whereby the variable leg of the swap referenced LIBOR. These swaps were amended in early 2022 to transition to an alternative reference rate (see Note 8: Derivatives and Hedging Activities). The amendments in this ASU allow for certain expedients that will allow us to assume that our hedged interest payments are probable of occurring regardless of any expected modification in their terms related to reference rate reform and will allow us to continue hedge accounting for a cash flow hedge for which the hedged interest rate risk changes if the hedge is highly effective under ASC 815, Derivatives and Hedging, or the optional expedient under this ASU is elected. The impact of this ASU on our contracts has not been and is not expected to be material.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The following table presents the changes in the carrying amount of our goodwill (in thousands):


	Total
Balance as of January 1, 2022	$	43,439
Goodwill acquired (1)	1,493,115
Other (2)	(7,128)
Currency translation	(2,560)
Balance as of March 31, 2022	$	1,526,866

_______________________________

(1) Relates to Smiths Medical acquired on January 6, 2022.

(2) Other relates to measurement period adjustments related to a 2021 acquisition of a small foreign infusion systems supplier.

Schedule of Intangible Assets and Goodwill [Table Text Block]

Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands):


	Weighted-Average Amortization Life in Years	March 31, 2022
		Cost		Accumulated Amortization		Net
Patents	10	$	28,012	$	17,213	$	10,799
Customer contracts	12	10,281		6,256		4,025
Non-contractual customer relationships	8	558,579		47,757		510,822
Trademarks	1	5,425		2,424		3,001
Trade name	15	18,265		5,045		13,220
Developed technology	10	581,915		62,220		519,695
Non-compete	3	9,100		3,114		5,986
Total amortized intangible assets		$	1,211,577	$	144,029	$	1,067,548

Internally developed software*		$	27,162			$	27,162

Total intangible assets		$	1,238,739	$	144,029	$	1,094,710

______________________________

* Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use.


	Weighted-Average Amortization Life in Years	December 31, 2021
		Cost		Accumulated Amortization		Net
Patents	10	$	27,429	$	16,764	$	10,665
Customer contracts	12	10,412		6,196		4,216
Non-contractual customer relationships	9	57,316		33,004		24,312
Trademarks	4	425		425		—
Trade name	15	18,260		4,731		13,529
Developed technology	13	152,893		49,406		103,487
Non-compete	3	9,100		2,356		6,744
Total amortized intangible assets		$	275,835	$	112,882	$	162,953

Internally developed software*		$	25,358			$	25,358

Total intangible assets		$	301,193	$	112,882	$	188,311

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

As of March 31, 2022 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands):


Remainder of 2022	$	104,564
2023	132,855
2024	132,216
2025	124,744
2026	123,989
2027	116,092
Thereafter	333,088
Total	$	1,067,548

Restructuring, Strategic Transaction and Integration (Notes)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure

Restructuring, Strategic Transaction and Integration

Restructuring, strategic transaction and integration expenses were $33.9 million and $2.9 million for the three months ended March 31, 2022 and 2021, respectively.

Restructuring

During the three months ended March 31, 2022, restructuring charges were $3.2 million and were related to severance costs. Restructuring charges during the three months ended March 31, 2021 were not material.

The following table summarizes the activity in our restructuring-related accrual by major type of cost for the period ended March 31, 2022 (in thousands):


	Accrued Balance January 1, 2022		Acquired Restructuring Liabilities		Charges Incurred		Payments		Currency Translation		Accrued Balance March 31, 2022
Severance pay and benefits	$	499	5,796		$	3,222	$	(2,030)	$	(147)	$	7,340

Facility closure expenses	165		1,740		—		—		(40)		1,865
	$	664	$	7,536	$	3,222	$	(2,030)	$	(187)	$	9,205

Strategic Transaction and Integration Expenses

We incurred and expensed $30.7 million and $2.9 million in strategic transaction and integration expenses during the three months ended March 31, 2022 and 2021, respectively, which are included in restructuring, strategic transaction and integration expenses in our condensed consolidated statements of operations. The strategic transaction and integration expenses during the three months ended March 31, 2022 were primarily related to transaction and integration expenses associated with our acquisition of Smiths Medical on January 6, 2022 (see Note 3: Acquisitions) which primarily included legal expenses, bank fees, a United Kingdom stamp tax and employee costs. The strategic transaction and integration expenses for the three months ended March 31, 2021 were primarily related to integration costs associated with acquisitions, the Hospira Infusion Systems ("HIS") earn-out dispute with Pfizer and one-time costs incurred to comply with regulatory initiatives.

Net Income Per Share (Details 1) - $ / shares	3 Months Ended
Net Income Per Share (Details 1) - $ / shares	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	12,080
Dilutive securities	0	546,000
Diluted (in shares)	23,646,000	21,695,000
Basic (in dollars per share)	$ (1.61)	$ 1.12
Diluted (in dollars per share)	$ (1.61)	$ 1.09

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Business Combinations and Asset Acquisitions Smiths Medical Pro Forma (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Business Acquisition, Pro Forma Revenue	$ 563,743	$ 594,144
Business Acquisition [Line Items]
Revenues	543,122	318,046
Net Income	(38,068)	23,731
Business Acquisition, Pro Forma Net Income (Loss)	(34,994)	(1,994)
Pro Forma Adjustment - Amortization	3,300	26,300
Pro Forma Adjustment - Finance Costs	800	12,600
Pro Forma Adjustment - Inventory		18,800
Pro Forma Adjustment - Related Party Loans	81,000	$ 31,000
Acquisition-related Costs
Business Acquisition [Line Items]
Business Acquisition, Transaction Costs	13,500
SmithsMedical
Business Acquisition [Line Items]
Revenues	214,900
Net Income	$ 40,400

Accrued Liabilities (Notes)

3 Months Ended

Mar. 31, 2022

Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Salaries and benefits	$	47,604	$	27,304
Incentive compensation	19,930		33,107

Operating lease liability-ST	20,786		9,009



Accrued sales taxes	7,491		1,980
Restructuring accrual	2,430		664

Deferred revenue	40,870		12,646
Accrued other taxes	1,653		4,337
Accrued professional fees	16,608		773
Legal accrual	3,216		3,897

Distribution fees	21,084		5,645
Warranties and returns(1)	31,857		532
Accrued freight	10,285		9,194
Foreign exchange contracts	895		—


Acquired restructuring liability	6,775		—
Accrued transaction/integration costs	8,982		—
Accrued audit fees	3,187		1,008
Defined benefit plan	2,796		—

Other	15,371		8,099
	$	261,820	$	118,195

___________________________

(1) Includes $31.3 million of estimated remediation costs related to a 2021 Warning Letter received by Smiths Medical from the FDA following an inspection of Smiths Medical’s Oakdale, Minnesota Facility, see Note 19: Commitments and Contingencies for further detail.

Other long-term liabilities consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021

Operating lease liability-LT	$	73,391	$	33,971
Benefits	1,272		1,369
Accrued rent	1,231		1,262
Contract liabilities(1)	168		202
Forward-starting interest rate swaps	—		1,480
Foreign exchange contracts	27		—

Finance lease liability-LT	1,923		2,067
Deferred revenue	22,828		—
Field service corrective action(2)	23,385		—
Other	9,983		1,479
	$	134,208	$	41,830

Condensed Consolidated Statements of Stockholders' Equity Statement - USD ($) $ in Thousands	Total	Common Stock Shares [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Common stock, shares outstanding at Dec. 31, 2020		21,058,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2020	$ 1,502,265		$ 2,106	$ 693,068	$ (39)	$ 808,652	$ (1,522)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		198,000
Stock Issued During Period, Value, New Issues	$ 4,864		16		2,352
Adjustments to Additional Paid in Capital, Other				2,496
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(37,423)	(37,000)
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	$ (7,723)				(7,723)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	6,022			6,022
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(8,391)
Net Income Attributable to Parent	23,731					23,731
Stockholders' Equity Attributable to Parent at Mar. 31, 2021	1,520,768		2,122	701,586	(5,410)	832,383	(9,913)
Common stock, shares outstanding at Mar. 31, 2021		21,219,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive income (loss), net of Tax	$ (8,391)						(8,391)
Common stock, shares outstanding at Dec. 31, 2021	21,280,000	21,280,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2021	$ 1,616,031		2,128	721,412	(27)	911,787	(19,269)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		154,000
Stock Issued During Period, Value, New Issues	$ 2,974		12		5,927
Adjustments to Additional Paid in Capital, Other				(2,965)
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(37,279)	(37,000)
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	$ (8,743)				(8,743)
Stock Issued During Period, Value, Acquisitions	$ 575,975		250	575,725
Stock Issued During Period, Shares, Acquisitions	2,500,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	$ 12,092			12,092
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	18,641
Net Income Attributable to Parent	(38,068)					(38,068)
Stockholders' Equity Attributable to Parent at Mar. 31, 2022	$ 2,178,902		$ 2,390	$ 1,306,264	$ (2,843)	$ 873,719	(628)
Common stock, shares outstanding at Mar. 31, 2022	23,884,000	23,897,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive income (loss), net of Tax	$ 18,641						$ 18,641

Leases (Notes)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lessee, Operating Leases [Text Block]

Leases

We determine if an arrangement is a lease at inception. Our operating lease assets are separately stated in operating lease right-of-use ("ROU") assets and our financing lease assets are included in other assets on our condensed consolidated balance sheets. Our lease liabilities are included in accrued liabilities, and other long-term liabilities on our condensed consolidated balance sheets. We have elected not to recognize an ROU asset and lease liability for leases with terms of twelve months or less.

Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Most of our leases do not provide an implicit rate, therefore we use our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term based on the information available at commencement date. Our lease ROU assets exclude lease incentives and initial direct costs incurred. Our lease terms include options to extend when it is reasonably certain that we will exercise that option. All of our leases have

stated lease payments, which may include fixed rental increases. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Our leases are for corporate, research and development and sales and support offices, distribution facilities, device service centers and certain equipment. Our leases have original lease terms of one year to fifteen years, some of which include options to extend the leases for up to an additional five years. For all of our leases, we do not include optional periods of extension in our current lease terms for the exercise of options to extend is not reasonably certain.

The following table presents the components of our lease cost (in thousands):


	Three months ended March 31,
	2022		2021
Operating lease cost	$	5,178	$	2,835
Finance lease cost — interest	29		31
Finance lease cost — reduction of ROU asset	170		151
Short-term lease cost	3		3


Total lease cost	$	5,380	$	3,020

Interest expense on our finance leases is included in other income (expense), net in our condensed consolidated statements of operations. The reduction of the operating and finance ROU assets is included as noncash lease expense in selling, general and administrative expenses in our condensed consolidated statements of operations.

The following table presents the supplemental cash flow information related to our leases (in thousands):


	Three months ended March 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,548	$	2,821
Operating cash flows from finance leases	$	29	$	31

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	1,493	$	1,095
Finance leases	$	—	$	184

The following table presents the supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate):


	As of
	March 31, 2022			December 31, 2021
Operating leases
Operating lease right-of-use assets	$	92,027		$	39,847

Accrued liabilities	$	20,786		$	9,009
Other long-term liabilities	73,391			33,971
Total operating lease liabilities	$	94,177		$	42,980

Weighted-Average Remaining Lease Term
Operating leases	6.5 years			5.9 years

Weighted-Average Discount Rate
Operating leases	4.06		%	4.98		%

The following table presents the supplemental balance sheet information related to our finance leases (in thousands, except lease term and discount rate):


	As of
	March 31, 2022			December 31, 2021
Finance leases
Finance lease right-of-use assets	$	2,545		$	2,673

Accrued liabilities	$	669		$	643
Other long-term liabilities	1,923			2,067
Total finance lease liabilities	$	2,592		$	2,710

Weighted-Average Remaining Lease Term
Finance leases	5.4 years			5.6 years

Weighted-Average Discount Rate
Finance leases	4.28		%	4.28		%

As of March 31, 2022, the maturities of our operating and finance lease liabilities for each of the next five years are approximately (in thousands):


	Operating Leases		Finance Leases
Remainder of 2022	$	18,934	$	577
2023	20,911		770
2024	17,106		464
2025	12,481		267
2026	11,121		213
2027	7,839		189
Thereafter	18,121		426
Total Lease Payments	106,513		2,906
Less imputed interest	(12,336)		(314)
Total	$	94,177	$	2,592

Strategic Transaction and Integration (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring and Related Activities [Abstract]
Strategic Transaction and Integration	$ 30.7	$ 2.9

Leases Text (Details)	3 Months Ended
Leases Text (Details)	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Option to Extend	5 years
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	15 years

Long-Term Obligations (Details) $ in Thousands	3 Months Ended
Long-Term Obligations (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Instrument [Line Items]
TotalSeniorSecuredCreditFacility	$ 2,200,000
Long-term Debt, Gross	1,684,000
Revolver Sub limits	50,000
Debt Issuance Costs, Gross	37,800
Leverage Ratio Calculation Ceiling Subtracted Amount	500,000
Term Loan A
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	850,000
Long-term Debt, Gross	834,000
Debt Issuance Costs, Gross	15,800
Long-term Debt	$ 834,200
Debt Instrument, Maturity Date	Jan. 06, 2027
Term Loan B
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	$ 850,000
Long-term Debt, Gross	850,000
Debt Issuance Costs, Gross	13,400
Long-term Debt	$ 836,600
Debt Instrument, Maturity Date	Jan. 06, 2029
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 500,000
Debt Issuance Costs, Gross	$ 8,700

Fair Value Measures and Disclosures Liabilities Recurring Basis Unobservable Input Reconciliation Hospira (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2020	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY			$ 2,589	$ 57,701
Pursuit Vascular, Inc. [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY	$ 26,300	$ 26,300			$ 26,300
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)	$ 0

Equity Method Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Equity Method Investments	$ 3,209	$ 3,238
Equity Method Investment, Aggregate Cost	$ 3,300
Equity Method Investment, Ownership Percentage	20.00%

Long-Term Obligations Principal Payment (Details)	3 Months Ended
Long-Term Obligations Principal Payment (Details)	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Term A principal payment % First 2 Years	0.0250
Term A Principal Payment % Year 3 and 4	0.0500
Term A Principal Payment % in Year 5	0.0750
Term Loan B Principal Payment %	0.0025
Debt Instrument, Periodic Payment, Principal	$ 16,000,000

Derivative Financial Instruments (Notes)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Derivatives and Hedging Activities

Hedge Accounting and Hedging Program

The purposes of our cash flow hedging programs are to manage the foreign currency exchange rate risk on forecasted revenues and expenses denominated in currencies other than the functional currency of the operating unit, and to manage floating interest rate risk associated with future interest payments on the variable-rate term loans issued in January 2022. We do not issue derivatives for trading or speculative purposes.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The derivative

instruments we utilize, including various foreign exchange contracts and interest rate swaps, are designated and qualify as cash flow hedges. Our derivative instruments are recorded at fair value on the condensed consolidated balance sheets and are classified based on the instrument's maturity date. We record gains or losses from changes in the fair values of the derivative instruments as a component of other comprehensive income (loss) and we reclassify those gains or losses into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. If the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related derivative instrument from accumulated other comprehensive loss into earnings immediately.

Foreign Currency Exchange Rate Risk

Foreign Exchange Forward Contracts

We enter into foreign exchange forward contracts to hedge a portion of our forecasted foreign currency-denominated revenues and expenses to minimize the effect of foreign exchange rate movements on the related cash flows. These contracts are agreements to buy or sell a quantity of a currency at a predetermined future date and at a predetermined exchange rate. Our foreign exchange forward contracts hedge exposures principally denominated in Mexican Pesos, Euros, Czech Koruna and Japanese Yen, and have varying maturities with an average term of approximately twelve months. The total notional amount of these outstanding derivative contracts as of March 31, 2022 was $231.8 million, which included the notional equivalent of $58.7 million in Mexican Pesos, $42.4 million in Euros, $23.5 million in Czech Koruna, $22.2 million in Japanese Yen and $85.0 million in other foreign currencies, with terms currently through July 2023. We did not have such derivative contracts as of December 31, 2021.

Cross-currency Par Forward Contracts

We enter into cross-currency par forward contracts to hedge a portion of our Mexico forecasted expenses denominated in Mexican Pesos ("MXN"). These contracts are agreements to exchange cash flows from one currency to another at specified intervals over the contract term with all exchanges occurring at the same predetermined rate. In November 2021, we entered into a one-year cross-currency par forward contract with a term from December 1, 2021 to December 1, 2022. The total notional amount of this outstanding derivative as of March 31, 2022 and December 31, 2021 was approximately 311.6 million MXN and 413.1 million MXN, respectively. The derivative instrument matures in equal monthly amounts at a fixed forward rate of 21.60 MXN/USD. Preceding this contract we had a one-year cross-currency par forward contract with a term from November 3, 2020 to December 1, 2021 that matured in equal monthly amounts at a fixed forward rate of 24.26 MXN/USD.

Floating Interest Rate Risk

In November 2021, in anticipation of entering into the new senior secured credit facilities in January 2022, which includes a variable-rate term loan A and a variable-rate term loan B (see Note 17: Long-Term Debt), we entered into two forward-starting interest rate swaps. In February 2022, certain terms under the agreements were amended to reflect the transition from LIBOR to the Secured Overnight Financing Rate ("SOFR"), an alternative reference rate. Under the interest rate swap agreements we exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional amount. Effective March 30, 2022, the term loan A swap, as amended, has an initial notional amount of $300.0 million, reducing to $150.0 million evenly on a quarterly basis excluding its final maturity on March 30, 2027. We will pay a fixed rate of 1.32% and will receive the greater of 3-month USD SOFR or (0.15)%. Effective March 30, 2022, the term loan B swap, as amended, has an initial notional amount of $750.0 million, reducing to $46.9 million evenly on a quarterly basis excluding its final maturity on March 30, 2026. We will pay a fixed rate of 1.17% and will receive the greater of 3-month USD SOFR or 0.35%. These swaps effectively convert the relevant portion of the floating-rate term loans to fixed rates.

The following table presents the fair values of our derivative instruments included within the Condensed Consolidated Balance Sheets (in thousands):


	Derivatives Designated as Cash Flow Hedging Instruments
Condensed Consolidated Balance Sheet Location	Foreign Exchange Contracts		Interest Rate Swaps		Gross Derivatives

As of March 31, 2022
Prepaid expenses and other current assets	$	7,629	$	—	$	7,629
Other assets	115		28,570		28,685
Total assets	$	7,744	$	28,570	$	36,314

Accrued liabilities	$	895	$	—	$	895
Other long-term liabilities	27		—		27
Total liabilities	$	922	$	—	$	922

As of December 31, 2021
Prepaid expenses and other current assets	$	1,061	$	—	$	1,061
Other assets	—		—		—
Total assets	$	1,061	$	—	$	1,061

Accrued liabilities	$	—	$	—	$	—
Other long-term liabilities	—		1,480		1,480
Total liabilities	$	—	$	1,480	$	1,480

We recognized the following gains (losses) on our derivative instruments designated as cash flow hedges (in thousands):


	Gain (Loss) Recognized in Other Comprehensive Income
	Three months ended March 31,

	2022		2021
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	$	3,112	$	(402)
Interest rate swaps	30,051		—
Total derivatives designated as cash flow hedging instruments	$	33,163	$	(402)

The following table presents the effects of our derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations (in thousands):


	Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income
		Three months ended March 31,

	Location of Gain (Loss) Recognized in Income	2022		2021
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	Total revenues	$	2,543	$	—
Foreign exchange contracts	Cost of goods sold	(513)		841
Foreign exchange contracts	Interest expense(1)	249		—

Total derivatives designated as cash flow hedging instruments		$	2,279	$	841

_______________________________

(1) Represents location of gain reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring.

Fair Value Measures and Disclosures (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY		$ 2,589	$ 57,701
Contingent Consideration, Gross ST	$ 1,000
Contingent Consideration, Gross LT	$ 1,500
Ownership requirement for Earnout Payment	0.500
Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	$ 6,000
CONTINGENT EARN-OUT LIABILITY	2,600
Pursuit Vascular, Inc. [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	50,000
CONTINGENT EARN-OUT LIABILITY	26,300			$ 26,300	$ 26,300
SmithsMedical
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	100,000
Business Combination, Contingent Consideration, Liability	53,500
Foreign Infusion System Supplier
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	2,500
Contingent Consideration, Gross ST	1,000
Contingent Consideration, Gross LT	1,500
Business Combination, Contingent Consideration, Liability	$ 1,600

Equity Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Sep. 30, 2021

Mar. 31, 2021

Sep. 30, 2020

Dec. 31, 2021

Dec. 31, 2020

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

$ (628)

$ (9,913)

$ (19,269)

^[1]

$ (1,522)

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

20,851

(7,752)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(2,210)

(639)

Other Comprehensive income (loss), net of Tax

$ 18,641

18,641

$ (8,391)

(8,391)

Accumulated Foreign Currency Adjustment Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

(23,991)

(11,839)

(19,045)

(4,381)

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

(4,946)

(7,458)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

Other Comprehensive income (loss), net of Tax

(4,946)

(7,458)

Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

23,335

1,839

(237)

2,784

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

25,782

(306)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(2,210)

(639)

Other Comprehensive income (loss), net of Tax

23,572

(945)

Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

$ 13

$ 75

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

Other Comprehensive income (loss), net of Tax

$ 12

Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent

$ 15

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Business Combinations and Asset Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination Disclosure

Acquisitions

2022 Acquisition

On January 6, 2022, we acquired 100.0% of the equity interests in Smiths Medical, the holding company of Smiths Group plc's global medical device business, from Smiths Group International Holdings Limited (“Smiths”). The acquisition of Smiths Medical aligns with our strategic growth plans, enabling us to broaden our product offerings to include syringe and ambulatory infusion devices, vascular access, and vital care products and to strengthen and expand our global market reach.

Total cash consideration for the acquisition was $1.9 billion, which was financed with existing cash balances and proceeds from the credit agreement entered into on January 6, 2022 (see Note 17: Long-Term Debt). We also issued share consideration to Smiths of 2.5 million shares of our common stock. The fair value of the common shares issued to Smiths was determined based on the closing market price of our common stock on the acquisition date. Smiths may be entitled to an additional $100.0 million in cash consideration contingent on our common stock achieving certain price targets for certain periods after closing in accordance with the terms of the Share Sale and Purchase Agreement (the "Purchase Agreement"). In the event that (a) on or prior to the third anniversary of closing the 30-day volume-weighted average price for our common stock, as defined in the Purchase Agreement, equals or exceeds $300.00 per share or (b) on or prior to the fourth anniversary of closing the 45-day volume-weighted average price for our common stock, as defined in the Purchase Agreement, equals or exceeds $300.00 per share (each a "Price Target"), and provided Smiths beneficially owns at least 50.0% of the shares of common stock issued at closing at the time the Price Target is achieved, then Smiths will be entitled to receive the additional $100.0 million in cash consideration. The fair value of the contingent consideration was determined using an option pricing model, specifically the Monte Carlo Simulation. In the analysis, the determinants of payout are simulated in a risk neutral framework over a large number of simulation paths. The fair value of the contingent consideration is then calculated as the average present value across all simulated paths.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary purchase price and the preliminary allocation of the purchase price related to the assets acquired and liabilities assumed (in thousands):


Estimated cash consideration for acquired assets	$	1,922,955
Preliminary fair value of contingent consideration payable to Smiths	53,520

Issuance of ICU Medical, Inc. common shares:
Number of shares issued to Smiths	2,500
Price per share (ICU's opening market price on the acquisition date)	$	230.39
Fair value of ICU shares issued to Smiths	$	575,975
Total estimated consideration to be paid	$	2,552,450

Preliminary Purchase Price Allocation:
Cash and cash equivalents	$	78,791
Accounts receivable	120,497
Inventories	226,996
Prepaid expenses and other current assets	34,554
Property, plant and equipment	210,000
Operating lease right-of-use assets	57,225
Intangible assets(1)	925,000
Deferred income taxes	9,303
Other assets	379
Accounts payable	(105,291)
Accrued liabilities(2)	(175,098)
Income tax payable	(24,332)
Other long-term liabilities	(85,739)
Deferred income taxes	(212,950)
Total identifiable net assets acquired	$	1,059,335
Goodwill - not tax deductible	1,493,115
Estimated Purchase Consideration	$	2,552,450

_______________________________

(1) Preliminary identifiable intangible assets include $500.0 million of customer relationships, $420.0 million of developed technology, and $5.0 million of trade mark. The estimated weighted-average amortization period for the total identifiable intangible assets is approximately nine years, and, for each identifiable intangible asset is estimated as follows: eight years for customer relationships, ten years for developed technology, and six months for the trade mark.

(2) Preliminary accrued liabilities includes, among other things, accrued warranty reserves, accrued restructuring initiatives, accrued salaries and related benefits, deferred revenue and accrued sales and use taxes.

The above purchase price and purchase price allocation are preliminary and subject to future revision as the acquired assets and liabilities assumed are dependent upon the finalization of the related valuations.

The identifiable intangible assets and other long-lived assets acquired have been valued as Level 3 assets at fair value. The estimated fair value of identifiable intangible assets were developed using the income approach and are based on critical estimates, judgments and assumptions derived from: analysis of market conditions; discount rate; discounted cash flows; royalty rates; customer retention rates; and/or estimated useful lives. Certain other intangible assets were valued using a cost to replace method, estimating the labor and non-labor costs required to replace the asset under the premise that it was not part of the transaction. Property, plant and equipment was valued with the consideration of remaining economic lives. The raw materials inventory was valued at historical cost and adjusted for any obsolescence which we estimate to approximate replacement cost, the work in process was valued at estimated sales proceeds less costs to complete and costs to sell, and finished goods inventory was valued at estimated sales proceeds less costs to sell. The prepaid expenses and other current assets and assumed liabilities were recorded at their carrying values as of the date of the acquisition, as their carrying values approximated their fair values due to their short-term nature.

Unaudited Pro Forma Information

Smiths Medical is included in our consolidated results beginning on January 7, 2022. Total revenues and net loss attributable to Smiths Medical for the period from January 7, 2022 to March 31, 2022 were $214.9 million and $40.4 million, respectively. The following unaudited pro forma financial information presents the combined results of operations of ICU and Smiths Medical as if the acquisition had occurred on January 1, 2021. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on the date indicated or of results that may occur in the future.


	Three months ended March 31,
(In thousands)	2022		2021
Revenues	$	563,743	$	594,144
Net Loss	$	(34,994)	$	(1,994)

The unaudited pro forma results presented above include the impact of the following adjustments: incremental amortization expense on intangible assets acquired of $3.3 million and $26.3 million for the three months ended March 31, 2022 and 2021, respectively, incremental interest expense, including amortization of debt discount and debt issuance costs, on the Credit Facilities of $0.8 million and $12.6 million for the three months ended March 31, 2022 and 2021, respectively; and a $18.8 million expense related to the increase in fair value of inventory for the three months ended March 31, 2021. In addition, there were non-recurring adjustments directly attributable to the business combination, including acquisition-related cost of $13.5 million for the three months ended March 31, 2021 and adjustments related to the extinguishment of related party loans receivable and payable equal to $81.0 million and $31.0 million for the three months ended March 31, 2022 and 2021, respectively. The unaudited pro forma results include IFRS to U.S. GAAP adjustments for Smiths Medical historical results and adjustments for accounting policy alignment, which were materially similar to the Company. Any differences in accounting policies were adjusted to reflect the accounting policies of the Company in the unaudited pro forma results presented.

2021 Acquisition

During November 2021, we acquired a small foreign infusion systems supplier and paid an initial gross cash payment of approximately $15.4 million. In addition to the initial cash consideration, total consideration for the acquisition includes an additional holdback of $0.5 million, to be paid two years from the completion date of the acquisition, and also a potential earn-out payment of up to $2.5 million, consisting of (i) a cash payment of $1.0 million contingent on the achievement of certain revenue targets for the annual period ending December 31, 2022 and, separately, (ii) a cash payment of $1.5 million contingent on certain product-related regulatory certifications obtained by May 26, 2024. As of March 31, 2022, the total consideration which includes the acquisition date fair value of the contingent consideration was $17.1 million.

Prepaids and Other Current Assets Prepaids and Other Assets (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Prepaid Expense and Other Assets [Abstract]

Other Prepaid Expense, Current

$ 29,647

$ 14,763

Deferred Costs and Other Assets

9,795

12,746

Prepaid insurance and property taxes

19,716

6,310

Prepaid Taxes

3,981

4,156

Deferred tax charge

4,241

Derivative Asset, Current

7,629

1,061

Deposit Assets

1,345

1,343

Other Assets, Current

3,919

2,227

Prepaid expenses and other current assets

$ 80,273

$ 46,847

^[1]

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Restructuring, Strategic Transaction and Integration Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 664
Restructuring Charges	3,222
Payments for Restructuring	2,030
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	187
Restructuring Reserve	9,205
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities	7,536
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	499
Restructuring Charges	3,222
Payments for Restructuring	2,030
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	147
Restructuring Reserve	7,340
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities	5,796
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	165
Restructuring Charges	0
Payments for Restructuring	0
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	40
Restructuring Reserve	1,865
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Restructuring Liabilities	$ 1,740

Investment Securities Table (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Mar. 31, 2022

Sep. 30, 2021

Dec. 31, 2021

Debt Securities, Available-for-sale [Line Items]

Short-term investment securities

$ 14,864

$ 14,420

^[1]

Debt Securities, Available-for-sale, Amortized Cost

17,403

19,040

Debt Securities, Available-for-sale, Amortized Cost, Current

14,864

14,420

Long-term investment securities

2,539

4,620

Debt Securities, Available-for-sale

17,403

19,040

Available-for-sale Debt Security Current [Member]

Debt Securities, Available-for-sale [Line Items]

Debt Securities, Available-for-sale, Unrealized Loss

$ 0

Long-term Investments [Domain]

Debt Securities, Available-for-sale [Line Items]

Debt Securities, Available-for-sale, Noncurrent

2,539

4,620

Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, 12 Months or Longer

Long-term investment securities

$ 2,539

$ 4,620

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Business Combinations and Asset Acquisitions (Details) - USD ($)
shares in Thousands

3 Months Ended

Mar. 31, 2022

Dec. 31, 2021

^[1]

Business Acquisition [Line Items]

Contingent Earn-Out Liability, Noncurrent

$ 57,701,000

$ 2,589,000

Minimum Stock Price Target for Earn-out Payment

$ 300.00

Required Share Holding Of Stock Issued At Acquisition

0.500

SmithsMedical

Business Acquisition [Line Items]

Business Acquisition, Percentage of Voting Interests Acquired

100.00%

Business Combination, Consideration Transferred, Cash

$ 1,900,000,000

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

2,500

Contingent Earn-Out Liability, Noncurrent

$ 100,000,000

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Income Taxes:	3 Months Ended
Income Taxes:	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	Income Taxes Income taxes were accrued at an estimated effective tax rate of 31% and 12% for the three months ended March 31, 2022 and 2021, respectively. The effective tax rate for the three months ended March 31, 2022 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, state income taxes, section 162(m) excess compensation, foreign-derived intangible income ("FDII") and tax credits and the following discrete items recognized during the interim period: •Excess tax benefits recognized on stock option exercises and the vesting of restricted stock units during the three months ended March 31, 2022 of $2.6 million. The effective tax rate for the three months ended March 31, 2021 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, state income taxes, global intangible low taxed income ("GILTI"), FDII and tax credits. The effective tax rate during the three months ended March 31, 2021 included a discrete tax benefit of $1.8 million related to excess tax benefits recognized on stock option exercises and the vesting of restricted stock units during the period.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 740
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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases Cash Flow, Operating Activities, Lessee (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating Lease, Payments	$ 6,548	$ 2,821
Finance Lease, Interest Payment on Liability	29	31
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	1,493	1,095
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 0	$ 184

Fair Value Measures and Disclosures Liabilities Recurring Basis Unobservable Input Reconciliation Pursuit (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Sep. 30, 2020	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY			$ 2,589	$ 57,701
Business Combination, Consideration Transferred, Liabilities Incurred	$ 55,158
Currency translation on earn-out	(46)
Pursuit Vascular, Inc. [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY	$ 26,300	$ 26,300			$ 26,300
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)		$ 0

Prepaids and Other Current Assets (Notes)

3 Months Ended

Mar. 31, 2022

Prepaid Expense and Other Assets [Abstract]

Prepaids, other current assets and other noncurrent assets [Text Block]

Prepaid Expenses and Other Current Assets and Other Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Other prepaid expenses and receivables	$	29,647	$	14,763
Deferred costs	9,795		12,746
Prepaid insurance and property taxes	19,716		6,310
VAT/GST receivable	3,981		4,156
Deferred tax charge	4,241		4,241
Foreign exchange contracts	7,629		1,061
Deposits	1,345		1,343
Other	3,919		2,227
	$	80,273	$	46,847

Other assets consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Pump lease receivables	$	27,336	$	25,941
Spare parts	32,031		28,538
Equity method investments	3,209		3,238
Deferred debt issuance costs	6,496		2,827
Finance lease right-of-use assets	2,545		2,673
Interest rate contracts	28,570		—
Foreign exchange contracts	115		—
Other	4,315		526
	$	104,617	$	63,743

Restructuring, Strategic Transaction and Integration (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs [Table Text Block]

The following table summarizes the activity in our restructuring-related accrual by major type of cost for the period ended March 31, 2022 (in thousands):


	Accrued Balance January 1, 2022		Acquired Restructuring Liabilities		Charges Incurred		Payments		Currency Translation		Accrued Balance March 31, 2022
Severance pay and benefits	$	499	5,796		$	3,222	$	(2,030)	$	(147)	$	7,340

Facility closure expenses	165		1,740		—		—		(40)		1,865
	$	664	$	7,536	$	3,222	$	(2,030)	$	(187)	$	9,205

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Salaries and benefits	$	47,604	$	27,304
Incentive compensation	19,930		33,107

Operating lease liability-ST	20,786		9,009



Accrued sales taxes	7,491		1,980
Restructuring accrual	2,430		664

Deferred revenue	40,870		12,646
Accrued other taxes	1,653		4,337
Accrued professional fees	16,608		773
Legal accrual	3,216		3,897

Distribution fees	21,084		5,645
Warranties and returns(1)	31,857		532
Accrued freight	10,285		9,194
Foreign exchange contracts	895		—


Acquired restructuring liability	6,775		—
Accrued transaction/integration costs	8,982		—
Accrued audit fees	3,187		1,008
Defined benefit plan	2,796		—

Other	15,371		8,099
	$	261,820	$	118,195

___________________________

Other long-term liabilities consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021

Operating lease liability-LT	$	73,391	$	33,971
Benefits	1,272		1,369
Accrued rent	1,231		1,262
Contract liabilities(1)	168		202
Forward-starting interest rate swaps	—		1,480
Foreign exchange contracts	27		—

Finance lease liability-LT	1,923		2,067
Deferred revenue	22,828		—
Field service corrective action(2)	23,385		—
Other	9,983		1,479
	$	134,208	$	41,830

Revenue Disaggregated Revenue by Geography (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 543,122	$ 318,046
EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	86,204	34,800
Other foreign countries [Member]
Disaggregation of Revenue [Line Items]
Revenues	109,127	55,895
Foreign [Member]
Disaggregation of Revenue [Line Items]
Revenues	195,331	90,695
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenues	$ 347,791	$ 227,351

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Derivative Financial Instruments (Details) $ in Thousands	Mar. 31, 2022 USD ($)	Mar. 31, 2022 MXN ($)	Dec. 31, 2021 MXN ($)
Derivative [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	$ 1,900
Hedge 2 [Member]
Derivative [Line Items]
Derivative, Forward Exchange Rate	21.60	21.60
Derivative Asset, Notional Amount		$ 311,600,000	$ 413,100,000
Hedge 3 [Member] [Member]
Derivative [Line Items]
Derivative, Forward Exchange Rate			24.26

Long-Term Obligations Interest Rate Terms (Details)	3 Months Ended
Long-Term Obligations Interest Rate Terms (Details)	Mar. 31, 2022
Debt Disclosure [Abstract]
Interest Percentage Added to Federal Funds Rate	0.0050
Interest Percentage Added to Base Rate	0.0100
Ter SOFR Interest Rate % Adjustment for Base Rate Loans	0.0010
Line of Credit Facility, Commitment Fee Percentage	0.25%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.25%
Maximum [Member]
Debt Disclosure [Abstract]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0025
Applicable Margin Based on Leverage Ratio [Line Items]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0025
Minimum [Member]
Debt Disclosure [Abstract]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0010
Applicable Margin Based on Leverage Ratio [Line Items]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0010
greaterthan 4to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.35%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.35%
lessthan4to1butgreaterthan3to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.30%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.30%
lessthanorequal3to1butgreaterthan2point5to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.25%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.25%
lessthanorequalto2point5to1butgreaterthan2to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.20%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.20%
lessthanorequalto2to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.15%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.15%
Term Loan A
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Term Loan A \| greaterthan 4to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225
Term Loan A \| lessthan4to1butgreaterthan3to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0100
Applicable Margin Term SOFR Loans	0.0200
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0100
Applicable Margin Term SOFR Loans	0.0200
Term Loan A \| lessthanorequal3to1butgreaterthan2point5to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Term Loan A \| lessthanorequalto2point5to1butgreaterthan2to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0050
Applicable Margin Term SOFR Loans	0.0150
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0050
Applicable Margin Term SOFR Loans	0.0150
Term Loan A \| lessthanorequalto2to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0025
Applicable Margin Term SOFR Loans	0.0125
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0025
Applicable Margin Term SOFR Loans	0.0125
Term Loan B
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.015
Applicable Margin Term SOFR Loans	0.025
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.015
Applicable Margin Term SOFR Loans	0.025
Term Loan B \| greaterthan2point75to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0150
Applicable Margin Term SOFR Loans	0.0250
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0150
Applicable Margin Term SOFR Loans	0.0250
Term Loan B \| lessthan2point75to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225

Inventories (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory, Raw Materials, Net of Reserves

$ 232,451

$ 135,528

Inventory, Work in Process, Net of Reserves

74,427

36,490

Inventory, Finished Goods, Net of Reserves

229,436

118,217

Total

$ 536,314

$ 290,235

^[1]

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Long-Term Obligations Interest Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Disclosure [Abstract]
Interest Expense, Debt, Excluding Amortization	$ 10,017,000	$ 0
Amortization of Debt Issuance Costs and Discounts	1,643,000	72,000
Line of Credit Facility, Commitment Fee Amount	351,000	56,000
Interest Expense, Debt	$ 12,011,000	$ 128,000

Property and Equipment (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

$ 1,133,026

$ 905,104

Accumulated depreciation

(458,614)

(436,739)

Net property and equipment

674,412

468,365

^[1]

Machinery and Equipment, Gross

432,649

321,078

Furniture and Fixtures, Gross

10,646

7,670

Construction in Progress, Gross

123,448

72,153

Land, Buildings and Improvements [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

289,866

243,377

Molds [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

60,499

60,463

Computer Equipment and Software [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

112,661

102,979

Instruments Placed with Customers [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

$ 103,257

$ 97,384

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Income Taxes Effective tax rate (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	31.00%	12.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Share-based Payment Arrangement, Expense, Tax Benefit	$ 2.6	$ 1.8

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating Lease, Cost	$ 5,178	$ 2,835
Finance Lease, Interest Expense	29	31
Finance Lease, Right-of-Use Asset, Amortization	170	151
Short-term Lease, Cost	3	3
Lease, Cost	$ 5,380	$ 3,020

Basis of Presentation:	3 Months Ended
Basis of Presentation:	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation [Text Block]	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the consolidated results for the interim periods presented. Results for the interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of ICU Medical, Inc., ("ICU") a Delaware corporation, filed with the SEC for the year ended December 31, 2021. We are engaged in the development, manufacturing and sale of innovative medical products used in infusion therapy and critical care applications. We sell the majority of our products through our direct sales force and through independent distributors throughout the U.S. and internationally. We also sell certain products on an original equipment manufacturer basis to other medical device manufacturers. All subsidiaries are wholly owned and are included in the condensed consolidated financial statements. All intercompany balances and transactions have been eliminated. On January 6, 2022, we acquired Smiths Medical 2020 Limited ("Smiths Medical"), see Note 3: Acquisitions. Our condensed consolidated statement of operations includes the results of operations for Smiths Medical from January 7, 2022 through March 26, 2022, which is the current end of their 4-4-5 accounting period.

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
REVENUES:
Revenue from Contract with Customer, Excluding Assessed Tax	$ 543,122	$ 318,046
Cost of goods sold	374,295	205,366
Gross Profit	168,827	112,680
OPERATING EXPENSES:
Selling, general and administrative	153,212	72,391
Research and development	23,871	10,709
Restructuring, strategic transaction and integration	33,905	2,883
contract settlement	0	127
TOTAL OPERATING EXPENSES	210,988	86,110
INCOME FROM OPERATIONS	(42,161)	26,570
Interest Expense	(13,644)	(161)
OTHER INCOME (EXPENSE), net	1,004	683
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(54,801)	27,092
PROVISION FOR INCOME TAXES	16,733	(3,361)
NET INCOME	$ (38,068)	$ 23,731
NET INCOME PER SHARE
Basic (in dollars per share)	$ (1.61)	$ 1.12
Diluted (in dollars per share)	$ (1.61)	$ 1.09
WEIGHTED AVERAGE NUMBER OF SHARES
Basic (in shares)	23,646	21,149
Diluted (in shares)	23,646	21,695

Property and Equipment:

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment [Text Block]

Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Machinery and equipment	$	432,649	$	321,078
Land, building and building improvements	289,866		243,377
Molds	60,499		60,463
Computer equipment and software	112,661		102,979
Furniture and fixtures	10,646		7,670
Instruments placed with customers(1)	103,257		97,384
Construction in progress	123,448		72,153
Total property, plant and equipment, cost	1,133,026		905,104
Accumulated depreciation	(458,614)		(436,739)
Property, plant and equipment, net	$	674,412	$	468,365

______________________________

(1) Instruments placed with customers consist of drug-delivery and monitoring systems placed with customers under operating leases.

Depreciation expense was $21.4 million and $16.3 million for the three months ended March 31, 2022 and 2021, respectively.

During the quarter ended March 31, 2022, property, plant and equipment and related depreciation expense increased significantly due to the acquisition of Smiths Medical (see Note 3: Acquisitions).

Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data):


	Three months ended March 31,
	2022		2021
Net (loss) income	$	(38,068)	$	23,731
Weighted-average number of common shares outstanding (basic)	23,646		21,149
Dilutive securities(1)	—		546
Weighted-average common and common equivalent shares outstanding (diluted)	23,646		21,695
EPS — basic	$	(1.61)	$	1.12
EPS — diluted	$	(1.61)	$	1.09

_______________________________

(1) No dilutive effect for the three months ended March 31, 2022; therefore, zero incremental shares included for the period.

Prepaids and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2022

Prepaid Expense and Other Assets [Abstract]

Prepaid Expenses and Other Current Assets [Table Text Block]

Prepaid expenses and other current assets consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Other prepaid expenses and receivables	$	29,647	$	14,763
Deferred costs	9,795		12,746
Prepaid insurance and property taxes	19,716		6,310
VAT/GST receivable	3,981		4,156
Deferred tax charge	4,241		4,241
Foreign exchange contracts	7,629		1,061
Deposits	1,345		1,343
Other	3,919		2,227
	$	80,273	$	46,847

Schedule of Other Assets, Noncurrent[TableTextBlock]

Other assets consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Pump lease receivables	$	27,336	$	25,941
Spare parts	32,031		28,538
Equity method investments	3,209		3,238
Deferred debt issuance costs	6,496		2,827
Finance lease right-of-use assets	2,545		2,673
Interest rate contracts	28,570		—
Foreign exchange contracts	115		—
Other	4,315		526
	$	104,617	$	63,743

Long-Term Obligations Terminated Credit Agreement (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Line of Credit Facility, Maximum Borrowing Capacity	$ 150.0
Line of Credit Facility, Expiration Date	Nov. 08, 2022
Line of Credit, Current	$ 0.0

- Definition

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Property and Equipment Text (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 21.4	$ 16.3

Long-Term Obligations (Tables)

3 Months Ended

Mar. 31, 2022

LOng-Term Obligations Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The carrying values of our long-term debt consist of the following (in thousands):


	Effective Interest Rate		As of March 31, 2022

Senior Secured Credit Facilities:
Term Loan A — principal	4.44	%	$	834,000
Term Loan B — principal	5.11	%	850,000
Revolving Credit Facility — principal	—	%	—
Less unamortized debt issuance costs(1)			(28,016)
Total carrying value of long-term debt			1,655,984
Less current portion of long-term debt			13,813
Long-term debt, net			$	1,642,171

_______________________________

(1) Comprised of $15.0 million and $13.0 million relating to the Term Loan A and the Term Loan B, respectively.

Schedule of Maturities of Long-term Debt

As of March 31, 2022, the aggregate amount of principal repayments of our long-term debt (including any current portion) for each of the next five years is approximately (in thousands):


Remainder of 2022	$	6,375
2023	29,750
2024	51,000
2025	51,000
2026	72,250
2027	672,500
Thereafter	801,125
Total	$	1,684,000

Interest expense on long term debt

The following table presents the total interest expense related to our long-term debt (in thousands):


	Three months ended March 31,
	2022		2021
Contractual interest	$	10,017	$	—
Amortization of debt issuance costs	1,643		72
Commitment fee — Revolving Credit Facility	351		56
Total interest expense	$	12,011	$	128

Applicable Margin Based on Leverage Ratio


Leverage Ratio	Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans	Commitment Fee Rate
Greater than 4.00 to 1.0	2.25%	1.25%	0.35%
Less than or equal to 4.00 to 1.0 but greater than 3.00 to 1.0	2.00%	1.00%	0.30%
Less than or equal to 3.00 to 1.0 but greater than 2.50 to 1.0	1.75%	0.75%	0.25%
Less than or equal to 2.50 to 1.0 but greater than 2.00 to 1.0	1.50%	0.50%	0.20%
Less than or equal to 2.00 to 1.0	1.25%	0.25%	0.15%

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
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+ Details

Fair Value Measures and Disclosures Assets and Liabilities by Balance Sheet Grouping (Details) - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

$ 53,717

$ 20,101

Short-term investment securities

14,864

14,420

^[1]

Long-term investment securities

2,539

4,620

Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

57,701

2,589

Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

4,069

Financial Liabilities Fair Value Disclosure

58,623

Prepaid Expenses and Other Current Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

7,629

1,061

Accrued Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

895

Other Noncurrent Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

Other Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

115

Interest Rate Derivative Assets, at Fair Value

28,570

Fair Value, Inputs, Level 1 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

Short-term investment securities

Long-term investment securities

Fair Value, Inputs, Level 1 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Financial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Prepaid Expenses and Other Current Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Accrued Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Other Noncurrent Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Other Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Fair Value, Inputs, Level 2 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

53,717

20,101

Short-term investment securities

14,864

14,420

Long-term investment securities

2,539

4,620

Fair Value, Inputs, Level 2 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 2 [Member] | Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

1,480

Financial Liabilities Fair Value Disclosure

922

Fair Value, Inputs, Level 2 [Member] | Prepaid Expenses and Other Current Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

7,629

1,061

Fair Value, Inputs, Level 2 [Member] | Accrued Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

895

Fair Value, Inputs, Level 2 [Member] | Other Noncurrent Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 2 [Member] | Other Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

115

Interest Rate Derivative Assets, at Fair Value

28,570

Fair Value, Inputs, Level 3 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

Short-term investment securities

Long-term investment securities

Fair Value, Inputs, Level 3 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

57,701

2,589

Fair Value, Inputs, Level 3 [Member] | Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

2,589

Financial Liabilities Fair Value Disclosure

57,701

Fair Value, Inputs, Level 3 [Member] | Prepaid Expenses and Other Current Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

$ 0

Fair Value, Inputs, Level 3 [Member] | Accrued Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | Other Noncurrent Liabilities [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | Other Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

$ 0

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Revenue Disaggregated Revenue by Product Line (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 543,122	$ 318,046
Infusion Consumables [Member]
Disaggregation of Revenue [Line Items]
Revenues	140,521	126,370
Infusion Systems [Member]
Disaggregation of Revenue [Line Items]
Revenues	87,012	84,334
IV Solutions [Member]
Disaggregation of Revenue [Line Items]
Revenues	88,480	94,176
Critical Care [Member]
Disaggregation of Revenue [Line Items]
Revenues	12,157	13,166
Infusion Consumables-Smiths Medical
Disaggregation of Revenue [Line Items]
Revenues	66,290	0
Vascular Access
Disaggregation of Revenue [Line Items]
Revenues	79,008	0
Vital Care
Disaggregation of Revenue [Line Items]
Revenues	$ 69,654	$ 0

- Definition

+ References

+ Details

Derivative Financial Instruments Derivative Instruments and Hedging Activities - Cash Flow Hedge Activity Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	$ 33,163	$ (402)
Foreign Exchange Contract
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	3,112	(402)
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	$ 30,051	$ 0

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
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-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
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-Subparagraph (SX 210.7-04(19))
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Goodwill and Intangible Assets Intangibles Table (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 1,211,577

$ 275,835

Finite-Lived Intangible Assets, Accumulated Amortization

144,029

112,882

Finite-Lived Intangible Assets, Net

1,067,548

162,953

Indefinite-lived Intangible Assets (Excluding Goodwill)

27,162

25,358

Intangible Assets, Gross (Excluding Goodwill)

1,238,739

301,193

INTANGIBLE ASSETS, net

$ 1,094,710

$ 188,311

^[1]

Patents [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

10 years

Finite-Lived Intangible Assets, Gross

$ 28,012

$ 27,429

Finite-Lived Intangible Assets, Accumulated Amortization

17,213

16,764

Finite-Lived Intangible Assets, Net

$ 10,799

$ 10,665

Customer Contracts [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

12 years

Finite-Lived Intangible Assets, Gross

$ 10,281

$ 10,412

Finite-Lived Intangible Assets, Accumulated Amortization

6,256

6,196

Finite-Lived Intangible Assets, Net

$ 4,025

$ 4,216

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

8 years

9 years

Finite-Lived Intangible Assets, Gross

$ 558,579

$ 57,316

Finite-Lived Intangible Assets, Accumulated Amortization

47,757

33,004

Finite-Lived Intangible Assets, Net

$ 510,822

$ 24,312

Trademarks [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

1 year

4 years

Finite-Lived Intangible Assets, Gross

$ 5,425

$ 425

Finite-Lived Intangible Assets, Accumulated Amortization

2,424

425

Finite-Lived Intangible Assets, Net

$ 3,001

$ 0

Trade Names [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

15 years

Finite-Lived Intangible Assets, Gross

$ 18,265

$ 18,260

Finite-Lived Intangible Assets, Accumulated Amortization

5,045

4,731

Finite-Lived Intangible Assets, Net

$ 13,220

$ 13,529

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

10 years

13 years

Finite-Lived Intangible Assets, Gross

$ 581,915

$ 152,893

Finite-Lived Intangible Assets, Accumulated Amortization

62,220

49,406

Finite-Lived Intangible Assets, Net

$ 519,695

$ 103,487

Noncompete Agreements [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

3 years

Finite-Lived Intangible Assets, Gross

$ 9,100

Finite-Lived Intangible Assets, Accumulated Amortization

3,114

2,356

Finite-Lived Intangible Assets, Net

$ 5,986

$ 6,744

[1]	December 31, 2021 balances were derived from audited consolidated financial statements.

Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Raw materials	$	232,451	$	135,528
Work in process	74,427		36,490
Finished goods	229,436		118,217
Total inventories	$	536,314	$	290,235

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ (38,068)	$ 23,731
Accounts receivable	22,489	1,506
Inventories	(36,170)	13,208
Prepaid expenses and other assets	2,607	(742)
Increase (Decrease) in Other Operating Assets	(14,371)	(3,463)
Accounts payable	19,504	2,411
Accrued liabilities	(19,238)	(19,965)
Income taxes, including excess tax benefits and deferred income taxes	(26,102)	1,439
Depreciation and amortization	53,138	22,155
Amortization of Inventory Step-up	14,370	0
Operating Lease, Right-of-Use Asset, Amortization Expense	5,286	2,372
Provision for doubtful accounts	(548)	0
Provision for warranty and returns	726	209
Stock compensation	12,092	6,022
Loss on disposal of property and equipment	596	659
Bond premium amortization	130	168
Debt Issuance Costs amortization	1,643	72
Sparepartsusage	2,223	2,825
Other Noncash Income (Expense)	(1,649)	(1,287)
Net cash provided by operating activities	(1,342)	51,320
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(23,606)	(14,028)
Proceeds from sale of asset	900	55
Intangible assets additions	(2,387)	(1,874)
Purchases of investment securities	(1,993)	(10,034)
Proceeds from sale of investment securities	3,500	7,000
Net cash used in investing activities	(1,867,750)	(18,881)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of lender debt issuance costs	1,672,698	0
Repayments of Long-term Debt	16,000	0
Payments of Debt Issuance Costs	(1,852)	0
Proceeds from exercise of stock options	2,974	4,864
Finance Lease, Principal Payments	(160)	(141)
Payment, Tax Withholding, Share-based Payment Arrangement	8,743	7,723
Net cash (used in) provided by financing activities	1,648,917	(3,000)
Effect of Exchange Rate on Cash [Abstract]
Effect of Exchange Rate on Cash and Cash Equivalents, Continuing Operations	(3,224)	(1,287)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	(223,399)	28,152
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	329,428	424,249
Supplemental Cash Flow Information [Abstract]
Capital Expenditures Incurred but Not yet Paid	5,178	1,068
NON-CASH INVESTING ACTIVITIES
Fair Value of Assets Acquired	1,594,776
Payments to Acquire Businesses, Net of Cash Acquired	(1,844,164)	$ 0
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	(575,975)
Contingent consideration all Acquisitions	(55,158)
Goodwill, acquired during period	1,485,987
Liabilities Assumed	$ (605,466)

Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	12,080
Net Income	$ (38,068)	$ 23,731
Weighted average number of common shares outstanding (for basic calculation)	23,646,000	21,149,000
Dilutive securities	0	546,000
Diluted (in shares)	23,646,000	21,695,000
EPS - basic	$ (1.61)	$ 1.12
Diluted (In dollars per share)	$ (1.61)	$ 1.09

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
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-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net Income	$ (38,068)	$ 23,731
Other comprehensive income (loss), net of tax
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	23,572	(945)
Foreign currency translation adjustment, net of taxes of $0 for all periods	(4,946)	(7,458)
Other Comprehensive Income (Loss), Other Adjustments, after Tax	15	12
Other comprehensive income (loss), net of taxes	18,641	(8,391)
Comprehensive Income	$ (19,427)	$ 15,340

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Investment Securities (Tables)

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

Our short-term and long-term investments in available-for-sale securities consist of the following (in thousands):


	As of March 31, 2022
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	14,864	$	—	$	14,864
Long-term corporate bonds	2,539		—		2,539
Total investment securities	$	17,403	$	—	$	17,403

	As of December 31, 2021
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	14,420	$	—	$	14,420
Long-term corporate bonds	4,620		—		4,620
Total investment securities	$	19,040	$	—	$	19,040

Equity Method Investments [Table Text Block]

Our non-marketable equity method investment consists of the following (in thousands):


	As of
	March 31, 2022		December 31, 2021
Equity method investment	$	3,209	$	3,238

Derivative Financial Instruments Foreign Exchange Forward Contracts(Details)	Mar. 31, 2022 USD ($)
Derivative [Line Items]
Derivative, Notional Amount	$ 231,800,000
other currencies
Derivative [Line Items]
Derivative, Notional Amount	85,000,000
Mexico, Pesos
Derivative [Line Items]
Derivative, Notional Amount	58,700,000
Euro Member Countries, Euro
Derivative [Line Items]
Derivative, Notional Amount	42,400,000
Czech Republic, Koruny
Derivative [Line Items]
Derivative, Notional Amount	23,500,000
Japan, Yen
Derivative [Line Items]
Derivative, Notional Amount	$ 22,200,000

Business Combinations and Asset Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary purchase price and the preliminary allocation of the purchase price related to the assets acquired and liabilities assumed (in thousands):


Estimated cash consideration for acquired assets	$	1,922,955
Preliminary fair value of contingent consideration payable to Smiths	53,520

Issuance of ICU Medical, Inc. common shares:
Number of shares issued to Smiths	2,500
Price per share (ICU's opening market price on the acquisition date)	$	230.39
Fair value of ICU shares issued to Smiths	$	575,975
Total estimated consideration to be paid	$	2,552,450

Preliminary Purchase Price Allocation:
Cash and cash equivalents	$	78,791
Accounts receivable	120,497
Inventories	226,996
Prepaid expenses and other current assets	34,554
Property, plant and equipment	210,000
Operating lease right-of-use assets	57,225
Intangible assets(1)	925,000
Deferred income taxes	9,303
Other assets	379
Accounts payable	(105,291)
Accrued liabilities(2)	(175,098)
Income tax payable	(24,332)
Other long-term liabilities	(85,739)
Deferred income taxes	(212,950)
Total identifiable net assets acquired	$	1,059,335
Goodwill - not tax deductible	1,493,115
Estimated Purchase Consideration	$	2,552,450

_______________________________

Business Acquisition, Pro Forma Information


	Three months ended March 31,
(In thousands)	2022		2021
Revenues	$	563,743	$	594,144
Net Loss	$	(34,994)	$	(1,994)

Equity (Details) $ in Thousands	3 Months Ended
Equity (Details) $ in Thousands	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($) shares
Equity [Abstract]
Treasury Stock Purchase Plan	$ 100,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 100,000
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation \| shares	37,279	37,423
Payment, Tax Withholding, Share-based Payment Arrangement	$ 8,743	$ 7,723
Smiths Group Ownership % Acquisition Shares Issued	0.105
Smiths Group Ownership % Required for Board Representation	0.050

Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' Equity Note Disclosure

Stockholders' Equity

Shareholders Agreement

At the completion of the Smiths Medical acquisition on January 6, 2022, Smiths owns approximately 10.5% of the total outstanding shares of our common stock (see Note 3: Acquisitions). At closing, in connection with the issuance of the share consideration, we entered into a Shareholders Agreement (the “Shareholders Agreement”) with Smiths. The Shareholders Agreement imposes certain restrictions on Smiths including prohibiting certain transfers of the shares of our common stock issued (i) for 6 months following the closing of the acquisition transaction and (ii) to certain of our competitors and certain other parties, as well as customary standstill limitations. The Shareholders Agreement also permits Smiths to designate one individual for election to our Board of Directors (the "Board") so long as Smiths beneficially owns at least 5.0% of the total outstanding shares of our common stock. On February 1, 2022, our Board appointed a new director designated by Smiths

pursuant to the Shareholders Agreement who will stand for election to the Board at the 2022 Annual Meeting of Stockholders to be held in May 2022. This appointment expands the size of our Board from eight to nine members. See our Current Report on Form 8-K filed on February 1, 2022 for additional information.

Treasury Stock

In August 2019, our Board approved a share purchase plan to purchase up to $100.0 million of our common stock. This plan has no expiration date. During the three months ended March 31, 2022, we did not purchase any shares of our common stock under our share purchase plan. As of March 31, 2022, all of the $100.0 million available for purchase was remaining under the plan. We are currently limited on share purchases in accordance with the terms and conditions of our Credit Agreement (see Note 17: Long-Term Debt).

For the three months ended March 31, 2022, we withheld 37,279 shares of our common stock from employee vested restricted stock units in consideration for $8.7 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. For the three months ended March 31, 2021, we withheld 37,423 shares of our common stock from employee vested restricted stock units in consideration for $7.7 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. Treasury stock is used to issue shares for stock option exercises and restricted stock grants.

Accumulated Other Comprehensive (Loss) Income ("AOCI")

The components of AOCI, net of tax, were as follows (in thousands):


	Foreign Currency Translation Adjustments		Unrealized (Losses) Gains on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2022	$	(19,045)	$	(237)	$	13	$	(19,269)
Other comprehensive (loss) income before reclassifications	(4,946)		25,782		15		20,851
Amounts reclassified from AOCI	—		(2,210)		—		(2,210)
Other comprehensive (loss) income	(4,946)		23,572		15		18,641
Balance as of March 31, 2022	$	(23,991)	$	23,335	$	28	$	(628)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2021	$	(4,381)	$	2,784	$	75	$	(1,522)
Other comprehensive (loss) income before reclassifications	(7,458)		(306)		12		(7,752)
Amounts reclassified from AOCI	—		(639)		—		(639)
Other comprehensive (loss) income	(7,458)		(945)		12		(8,391)
Balance as of March 31, 2021	$	(11,839)	$	1,839	$	87	$	(9,913)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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