0000883984-23-000022 | 10-Q | XBRL Viewer

At the completion of the Smiths Medical acquisition on January 6, 2022, Smiths owned 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 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 was elected to the Board at the 2022 Annual Meeting of Stockholders held in May 2022. This appointment expanded 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, 2023, we did not purchase any shares of our common stock under our share purchase plan. As of March 31, 2023, 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, 2023, we withheld 52,764 shares of our common stock from employee vested restricted stock units in consideration for $8.4 million in payments made on the employees' behalf for their minimum statutory

income tax withholding obligations. 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. 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, 2023	$	(122,973)	$	40,779	$	1,216	$	(80,978)
Other comprehensive income (loss) before reclassifications	24,983		(113)		(31)		24,839
Amounts reclassified from AOCI	—		(5,464)		—		(5,464)
Other comprehensive income (loss)	24,983		(5,577)		(31)		19,375
Balance as of March 31, 2023	$	(97,990)	$	35,202	$	1,185	$	(61,603)


	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)

- 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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+ Details

Fair Value Measures and Disclosures (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023	$	25,572

Change in fair value of earn-out (included in income from operations as a separate line item)(1)	(700)
Currency translation	33
Accrued balance, March 31, 2023	$	24,905


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

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

_______________________________

(1) Primarily relates to Smiths Medical.

(2) $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).

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:

Smiths Medical Earn-out Liability


Simulation Input	As of March 31, 2023		As of December 31, 2022
Volatility	36.00	%	38.00	%
Risk-Free Rate	3.83	%	4.17	%

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, 2023
	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 corporate bonds	$	1,320	$	—	$	1,320	$	—
Short-term U.S. treasury securities	1,417		1,417		—		—

Short-term government bonds	498		—		498		—

Foreign exchange contracts:
Prepaid expenses and other current assets	7,433		—		7,433		—
Other assets	51		—		51		—


Interest rate contracts:
Prepaid expenses and other current assets	25,560		—		25,560		—
Other assets	19,672		—		19,672		—
Total Assets	$	55,951	$	1,417	$	54,534	$	—

Liabilities:

Contingent earn-out liability - LT	$	24,905	$	—	$	—	$	24,905
Foreign exchange contracts:
Accrued liabilities	2,132		—		2,132		—
Other long-term liabilities	41		—		41		—


Total Liabilities	$	27,078	$	—	$	2,173	$	24,905


	Fair value measurements as of December 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 corporate bonds	$	2,314	$	—	$	2,314	$	—
Short-term U.S. treasury securities	1,412		1,412		—		—
Short-term government bonds	498		—		498		—
Long-term corporate bonds	516		—		516		—

Foreign exchange forwards:
Prepaid expenses and other current assets	4,860		—		4,860		—
Other assets	94		—		94		—
Interest rate contracts:
Prepaid expenses and other current assets	28,431		—		28,431		—
Other assets	26,753		—		26,753		—

Total Assets	$	64,878	$	1,412	$	63,466	$	—

Liabilities:
Contingent earn-out liability - LT	$	25,572	$	—	$	—	$	25,572



Foreign exchange contracts:
Accrued liabilities	1,847		—		1,847		—
Other long-term liabilities	167		—		167		—
Total Liabilities	$	27,586	$	—	$	2,014	$	25,572

Long-Term Obligations (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023		Effective Interest Rate		As of December 31, 2022

Senior Secured Credit Facilities:
Term Loan A — principal	7.42	%	$	828,750	3.99	%	$	834,000
Term Loan B — principal	7.76	%	841,500		4.61	%	843,625
Revolving Credit Facility — principal	—	%	—		—	%	—
Less unamortized debt issuance costs(1)			(22,991)				(24,262)
Total carrying value of long-term debt			1,647,259				1,653,363
Less current portion of long-term debt			35,063				29,688
Long-term debt, net			$	1,612,196			$	1,623,675

_______________________________

(1) Comprised of $11.8 million and $11.2 million relating to the Term Loan A and the Term Loan B, respectively, as of March 31, 2023.

Schedule of Maturities of Long-term Debt

As of March 31, 2023, 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 2023	$	22,312
2024	51,000
2025	51,000
2026	72,250
2027	672,563
2028	8,500
Thereafter	792,625
Total	$	1,670,250

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,
	2023		2022
Contractual interest	$	29,263	$	10,017
Amortization of debt issuance costs	1,701		1,643
Commitment fee — Revolving Credit Facility	368		351
Total long-term debt-related interest expense	$	31,332	$	12,011

Applicable Margin Based on Leverage Ratio

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%

- 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.

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+ Details

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities consist of the following (in thousands):


	As of
	March 31, 2023		December 31, 2022
Salaries and benefits	$	47,808	$	44,304
Incentive compensation	22,579		30,254

Operating lease liability-ST	20,150		18,169



Accrued sales taxes	6,158		5,844
Restructuring accrual	6,546		5,923

Deferred revenue	30,991		30,838
Accrued other taxes	2,524		5,794
Accrued professional fees	6,823		5,317
Legal accrual	3,137		3,137

Distribution fees	11,502		17,063
Warranties and returns	3,201		3,097
Field service corrective action(1)	27,898		24,517
Accrued freight	11,116		17,988
Foreign exchange contracts	2,132		1,847

Accrued research and development	6,562		3,538


Accrued audit fees	6,355		6,279
Defined benefit plan	2,974		2,928

Accrued interest	693		1,033
Other	16,018		14,899
	$	235,167	$	242,769

___________________________

(1) Relates to field service corrective actions associated with certain products in connection with 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, 2023		December 31, 2022

Operating lease liability-LT	$	63,062	$	60,916
Benefits	5,252		5,314
Accrued rent	955		997




Finance lease liability-LT	1,939		1,855
Deferred revenue	16,591		16,239
Field service corrective action(1)	25,294		25,294
Other	1,134		3,489
	$	114,227	$	114,104

Fair Value Measures and Disclosures Liability Measurement Inputs (Details) - SmithsMedical	Mar. 31, 2023	Jan. 06, 2022
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.0383	0.0417
Measurement Input, Price Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.3600	0.3800

Long-Term Obligations Interest Rate Terms (Details)	3 Months Ended
Long-Term Obligations Interest Rate Terms (Details)	Mar. 31, 2023
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

DEI Document - shares	3 Months Ended
DEI Document - shares	Mar. 31, 2023	Apr. 30, 2023
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-34634
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0022692
Entity Address, Address Line One	951 Calle Amanecer
Entity Address, City or Town	San Clemente
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92673
City Area Code	949
Local Phone Number	366-2183
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	ICUI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		24,064,364
Entity Central Index Key	0000883984
Entity Registrant Name	ICU MEDICAL INC/DE
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
REVENUES:
Revenue from Contract with Customer, Excluding Assessed Tax	$ 568,649	$ 543,122
Cost of goods sold	376,608	374,295
Gross Profit	192,041	168,827
OPERATING EXPENSES:
Selling, general and administrative	152,572	153,212
Research and development	19,761	23,871
Restructuring, strategic transaction and integration	11,013	33,905
Change in fair value of contingent earn-out	(700)	0
TOTAL OPERATING EXPENSES	182,646	210,988
(LOSS) INCOME FROM OPERATIONS	9,395	(42,161)
Interest Expense	(22,515)	(13,055)
OTHER (EXPENSE) INCOME, net	(269)	415
(Loss) Income from Continuing Operations before Income Taxes, Noncontrolling Interest	(13,389)	(54,801)
BENEFIT (PROVISION) FOR INCOME TAXES	3,577	16,733
NET (LOSS) INCOME	$ (9,812)	$ (38,068)
NET INCOME PER SHARE
Basic (in dollars per share)	$ (0.41)	$ (1.61)
Diluted (in dollars per share)	$ (0.41)	$ (1.61)
WEIGHTED AVERAGE NUMBER OF SHARES
Basic (in shares)	24,014	23,646
Diluted (in shares)	24,014	23,646

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

Mar. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

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

Short-term investment securities

$ 3,235

$ 4,224

^[1]

Long-term investment securities

516

Assets, Fair Value Disclosure

$ 55,951

$ 64,878

Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]

Prepaid expenses and other current assets

Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]

OTHER ASSETS

Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]

Accrued liabilities

Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]

Other long-term liabilities

current

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

Foreign Currency Contract, Asset, Fair Value Disclosure

$ 7,433

$ 4,860

Interest Rate Derivative Assets, at Fair Value

25,560

$ 28,431

Foreign Currency Contracts, Liability, Fair Value Disclosure

2,132

1,847

noncurrent

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

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

19,672

26,753

Foreign Currency Contracts, Liability, Fair Value Disclosure

167

Corporate Bond Securities

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

Short-term investment securities

1,320

2,314

US Treasury Securities

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

Short-term investment securities

1,417

1,412

US Government Debt Securities

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

Short-term investment securities

498

Earn-out liability [Member]

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

Nonfinancial Liabilities Fair Value Disclosure

24,905

25,572

Liabilities, Total [Member]

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

Nonfinancial Liabilities Fair Value Disclosure

27,586

Financial Liabilities Fair Value Disclosure

27,078

Prepaid Expenses and Other Current Assets [Member]

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

Foreign Currency Contract, Asset, Fair Value Disclosure

7,433

4,860

Interest Rate Derivative Assets, at Fair Value

25,560

28,431

Fair Value, Inputs, Level 1 [Member]

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

Long-term investment securities

Assets, Fair Value Disclosure

1,417

1,412

Fair Value, Inputs, Level 1 [Member] | current

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

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | noncurrent

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

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Corporate Bond Securities

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

Short-term investment securities

Fair Value, Inputs, Level 1 [Member] | US Treasury Securities

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

Short-term investment securities

1,417

1,412

Fair Value, Inputs, Level 1 [Member] | US Government Debt Securities

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

Short-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 2 [Member]

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

Long-term investment securities

516

Assets, Fair Value Disclosure

54,534

63,466

Fair Value, Inputs, Level 2 [Member] | current

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

Foreign Currency Contract, Asset, Fair Value Disclosure

7,433

4,860

Interest Rate Derivative Assets, at Fair Value

25,560

28,431

Foreign Currency Contracts, Liability, Fair Value Disclosure

2,132

1,847

Fair Value, Inputs, Level 2 [Member] | noncurrent

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

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

19,672

26,753

Foreign Currency Contracts, Liability, Fair Value Disclosure

167

Fair Value, Inputs, Level 2 [Member] | Corporate Bond Securities

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

Short-term investment securities

1,320

2,314

Fair Value, Inputs, Level 2 [Member] | US Treasury Securities

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

Short-term investment securities

Fair Value, Inputs, Level 2 [Member] | US Government Debt Securities

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

Short-term investment securities

498

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

2,014

Financial Liabilities Fair Value Disclosure

2,173

Fair Value, Inputs, Level 3 [Member]

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

Long-term investment securities

Assets, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | current

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

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | noncurrent

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

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | Corporate Bond Securities

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

Short-term investment securities

Fair Value, Inputs, Level 3 [Member] | US Treasury Securities

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

Short-term investment securities

Fair Value, Inputs, Level 3 [Member] | US Government Debt Securities

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

Short-term investment securities

$ 0

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

24,905

25,572

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

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

Nonfinancial Liabilities Fair Value Disclosure

$ 25,572

Financial Liabilities Fair Value Disclosure

$ 24,905

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Revenue Disaggregated Revenue by Product Line (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 568,649	$ 543,122
Infusion Consumables [Member]
Disaggregation of Revenue [Line Items]
Revenues	236,122	240,189
Infusion Systems [Member]
Disaggregation of Revenue [Line Items]
Revenues	161,713	138,227
Vital Care
Disaggregation of Revenue [Line Items]
Revenues	$ 170,814	$ 164,706

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Liabilities Long-term liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jan. 06, 2022
Accrued Liabilities [Abstract]
Operating Lease, Liability, Noncurrent	$ 63,062	$ 60,916
Accrued Employee Benefits	5,252	5,314
Accrued Rent	955	997
Derivative Liability, Noncurrent	41	167
Finance Lease, Liability, Noncurrent	1,939	1,855
Other Accrued Liabilities, Noncurrent	1,134	3,489
OTHER LONG-TERM LIABILITIES	114,227	114,104
Product Liability Accrual, Component Amount	48,600		$ 55,100
Product Liability Contingency [Line Items]
Product Liability Accrual, Component Amount	48,600		$ 55,100
Contract with Customer, Liability, Noncurrent	16,591	16,239
Derivative [Line Items]
Derivative Liability, Noncurrent	41	167
Long Term
Accrued Liabilities [Abstract]
Product Liability Accrual, Component Amount	25,294	25,294
Product Liability Contingency [Line Items]
Product Liability Accrual, Component Amount	$ 25,294	$ 25,294

Derivative Financial Instruments Interest Rate Swaps (Details)	Mar. 31, 2023 USD ($)
Derivative [Line Items]
Derivative, Notional Amount	$ 101,800,000
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

Transfers and Servicing	3 Months Ended
Transfers and Servicing	Mar. 31, 2023
Transfers and Servicing [Abstract]
Transfers and Servicing of Financial Assets	Accounts Receivable Purchase Program On January 19, 2023, we entered into a revolving $150 million uncommitted receivables purchase agreement with Bank of The West ("BOW") which provides for a less expensive form of capital. The discount rate applied to the sold receivables equals a rate per annum equal to the sum of (i) an applicable margin of 1.75%, plus (ii) Term SOFR for a period equal to the discount period which is calculated with respect to the payment terms of the specific receivable. The accounts receivable sold have payment terms ranging between 30 and 60 days, and are related to customer accounts with good credit history. The transfer of the purchased accounts receivable under the agreement is intended to be an absolute and irrevocable transfer constituting a true sale as the transferred receivables have been isolated beyond the reach of the Company and our creditors, even in bankruptcy or other receivership. We do not retain effective control over the sold receivables and BOW has the right upon purchase to pledge and/or exchange the transferred assets without restrictions. The Company acts as collection agent for BOW and collection services are undertaken by our accounts receivable personnel in their normal course of business and collected funds are remitted to BOW. We do not have any continuing involvement with the sold receivables other than the collection services which does not provide us with more than a trivial benefit. The discount rate has been negotiated net of consideration for the collection services, the cost of collection is immaterial to the Company; therefore, we did not separately record any related servicing assets or liabilities as of March 31, 2023. For the three months ended March 31, 2023, the carrying value of trade receivables sold to BOW in connection with the purchase program was $139.6 million. In exchange for the sale of trade receivables, we received cash of $138.8 million. The sale of the receivables resulted in a loss of $0.8 million recorded in other (expense) income, net in our condensed consolidated statement of operations. For the three months ended March 31, 2023, we have collected and remitted $81.6 million in cash to BOW. As of March 31, 2023, cash remaining to be collected on behalf of BOW was $58.0 million, which has been removed from our condensed consolidated balance sheet as of March 31, 2023 and is reflected as cash provided by operating activities in the condensed consolidated statement of cash flows. There were no such balances at December 31, 2022. The carrying value of the sold receivables approximated the fair value at March 31, 2023.

- Definition

The entire disclosure for a transferor's continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement, the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset (including the carrying amounts of such assets), how servicing assets and servicing liabilities are reported, and (for securitization or asset-backed financing arrangements accounted for as sales) when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity's financial position, financial performance, and cash flows.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Strategic Transaction and Integration (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Strategic Transaction and Integration	$ 8.3	$ 30.7

Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following (in thousands):


	As of
	March 31, 2023		December 31, 2022
Raw materials	$	317,340	$	286,964
Work in process	73,708		73,795
Finished goods	356,917		335,250
Total inventories	$	747,965	$	696,009

Derivative Financial Instruments Foreign Exchange Forward Contracts(Details)	Mar. 31, 2023 USD ($)
Derivative [Line Items]
Derivative, Notional Amount	$ 101,800,000
other currencies
Derivative [Line Items]
Derivative, Notional Amount	2,200,000
Mexico, Pesos
Derivative [Line Items]
Derivative, Notional Amount	3,600,000
Euro Member Countries, Euro
Derivative [Line Items]
Derivative, Notional Amount	26,400,000
Czech Republic, Koruny
Derivative [Line Items]
Derivative, Notional Amount	4,700,000
Japan, Yen
Derivative [Line Items]
Derivative, Notional Amount	21,200,000
Canada, Dollars
Derivative [Line Items]
Derivative, Notional Amount	13,100,000
Australia, Dollars
Derivative [Line Items]
Derivative, Notional Amount	13,100,000
Sweden, Kronor
Derivative [Line Items]
Derivative, Notional Amount	$ 2,700,000

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

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

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

Debt Securities, Available-for-sale, Amortized Cost

$ 3,235

$ 4,740

Debt Securities, Available-for-sale, Unrealized Loss

Short-term investment securities

3,235

4,224

^[1]

Long-term investment securities

516

Debt Securities, Available-for-sale

3,235

4,740

Corporate Debt Securities

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

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

1,320

2,314

Debt Securities, Available-for-sale, Noncurrent

516

Debt Securities, Available-for-sale, Unrealized Loss

Short-term investment securities

1,320

2,314

Long-term investment securities

516

US Treasury Securities

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

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

1,417

1,412

Debt Securities, Available-for-sale, Unrealized Loss

Short-term investment securities

1,417

1,412

US Government Debt Securities

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

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

498

Debt Securities, Available-for-sale, Unrealized Loss

Short-term investment securities

$ 498

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Net Income Per Share:

3 Months Ended

Mar. 31, 2023

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, 2023 and 2022, any potentially dilutive 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 each of the three months ended March 31, 2023 and 2022.

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,
	2023		2022
Net (loss) income	$	(9,812)	$	(38,068)
Weighted-average number of common shares outstanding (basic)	24,014		23,646
Dilutive securities(1)	—		—
Weighted-average common and common equivalent shares outstanding (diluted)	24,014		23,646
EPS — basic	$	(0.41)	$	(1.61)
EPS — diluted	$	(0.41)	$	(1.61)

_______________________________

(1) Due to the net loss for the three months ended March 31, 2023 and 2022, there are no potentially dilutive common shares included in the computation of diluted earnings per share.

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

Mar. 31, 2023

Dec. 31, 2022

Leases [Abstract]

Operating Lease, Right-of-Use Asset

$ 79,736

$ 74,864

^[1]

Operating Lease, Liability, Current

20,150

18,169

Operating Lease, Liability, Noncurrent

63,062

60,916

Operating Lease, Liability

$ 83,212

$ 79,085

Operating Lease, Weighted Average Remaining Lease Term

6 years

6 years 1 month 6 days

Operating Lease, Weighted Average Discount Rate, Percent

4.27%

4.34%

Finance Lease, Right-of-Use Asset

$ 2,758

$ 2,598

Finance Lease, Liability, Current

903

816

Finance Lease, Liability, Noncurrent

1,939

1,855

Finance Lease, Liability

$ 2,842

$ 2,671

Finance Lease, Weighted Average Remaining Lease Term

4 years 6 months

4 years 9 months 18 days

Finance Lease, Weighted Average Discount Rate, Percent

4.47%

4.23%

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Derivative Financial Instruments (Details)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 MXN ($)
Derivative [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	$ 5,300,000
Derivative, Notional Amount	101,800,000
Mexico, Pesos
Derivative [Line Items]
Derivative, Notional Amount	3,600,000
China, Yuan Renminbi
Derivative [Line Items]
Derivative, Notional Amount	$ 14,800,000
Hedge 2 [Member]
Derivative [Line Items]
Derivative, Forward Exchange Rate	21.60
Derivative Asset, Notional Amount		$ 311,600,000

Income Taxes:	3 Months Ended
Income Taxes:	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	Income Taxes Income taxes were accrued at an estimated effective tax rate of 27% for the three months ended March 31, 2023, as compared to 31% for the three months ended March 31, 2022. The effective tax rate for the three months ended March 31, 2023 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 provision recognized on stock option exercises and the vesting of restricted stock units during the three months ended March 31, 2023 of $0.7 million. •The revaluation of the contingent consideration during the three months ended March 31, 2023 of $0.7 million, resulted in a tax expense of $0.0 million. 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, FDII and tax credits. The effective tax rate during the three months ended March 31, 2022 included a discrete tax benefit of $2.6 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 https://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
-Topic 740
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Property and Equipment Text (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 23.4	$ 21.4

Commitments and Contingencies Contingency (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	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	48,600	$ 55,100
SmithsMedical
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	100,000
Business Combination, Contingent Consideration, Liability	20,300	$ 53,500
Foreign Infusion System Supplier
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	2,500
Business Combination, Contingent Consideration, Liability	1,500
International Distributor
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	6,000
Business Combination, Contingent Consideration, Liability	$ 2,600

Accrued Liabilities (Notes)

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Salaries and benefits	$	47,808	$	44,304
Incentive compensation	22,579		30,254

Operating lease liability-ST	20,150		18,169



Accrued sales taxes	6,158		5,844
Restructuring accrual	6,546		5,923

Deferred revenue	30,991		30,838
Accrued other taxes	2,524		5,794
Accrued professional fees	6,823		5,317
Legal accrual	3,137		3,137

Distribution fees	11,502		17,063
Warranties and returns	3,201		3,097
Field service corrective action(1)	27,898		24,517
Accrued freight	11,116		17,988
Foreign exchange contracts	2,132		1,847

Accrued research and development	6,562		3,538


Accrued audit fees	6,355		6,279
Defined benefit plan	2,974		2,928

Accrued interest	693		1,033
Other	16,018		14,899
	$	235,167	$	242,769

___________________________

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


	As of
	March 31, 2023		December 31, 2022

Operating lease liability-LT	$	63,062	$	60,916
Benefits	5,252		5,314
Accrued rent	955		997




Finance lease liability-LT	1,939		1,855
Deferred revenue	16,591		16,239
Field service corrective action(1)	25,294		25,294
Other	1,134		3,489
	$	114,227	$	114,104

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023	$	1,449,258


Currency translation	13,468
Balance as of March 31, 2023	$	1,462,726

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, 2023
		Cost		Accumulated Amortization		Net
Patents	10	$	30,735	$	19,092	$	11,643
Customer contracts	12	10,046		6,527		3,519
Non-contractual customer relationships	8	550,703		118,687		432,016
Trademarks	1	5,425		5,425		—
Trade name	15	18,249		6,247		12,002
Developed technology	10	584,957		123,357		461,600
Non-compete	3	9,100		5,800		3,300
Total amortized intangible assets		$	1,209,215	$	285,135	$	924,080

Internally developed software*		$	33,602			$	33,602

Total intangible assets		$	1,242,817	$	285,135	$	957,682

______________________________

* 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, 2022
		Cost		Accumulated Amortization		Net
Patents	10	$	29,998	$	18,610	$	11,388
Customer contracts	12	10,026		6,443		3,583
Non-contractual customer relationships	8	546,935		101,556		445,379
Trademarks	1	5,425		5,425		—
Trade name	15	18,251		5,959		12,292
Developed technology	10	583,176		108,708		474,468
Non-compete	3	9,100		5,250		3,850
Total amortized intangible assets		$	1,202,911	$	251,951	$	950,960

Internally developed software*		$	31,806			$	31,806

Total intangible assets		$	1,234,717	$	251,951	$	982,766

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

As of March 31, 2023 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands):


Remainder of 2023	$	98,853
2024	131,665
2025	124,073
2026	123,438
2027	117,400
2028	110,442
Thereafter	218,209
Total	$	924,080

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Leases Text (Details)	3 Months Ended
Leases Text (Details)	Mar. 31, 2023
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
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year

Fair Value Measures and Disclosures (Notes)

3 Months Ended

Mar. 31, 2023

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. As of March 31, 2023, the estimated fair value of the contingent earn-out is $20.3 million.

In 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 December 31, 2022, the measurement period related to (i) above ended, and based on the actual revenue achieved during the measurement period we determined that the fair value of the contingent earn-out was zero as the minimum threshold for earning the earn-out was not met. As of March 31, 2023, the estimated fair value for the contingent earn-out related to certain product-related regulatory certifications was estimated to be $1.5 million.

In 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, 2023 and December 31, 2022, 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.

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, 2023	$	25,572

Change in fair value of earn-out (included in income from operations as a separate line item)(1)	(700)
Currency translation	33
Accrued balance, March 31, 2023	$	24,905


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

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

_______________________________

(1) Primarily relates to Smiths Medical.

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

Smiths Medical Earn-out Liability


Simulation Input	As of March 31, 2023		As of December 31, 2022
Volatility	36.00	%	38.00	%
Risk-Free Rate	3.83	%	4.17	%

Investments, Foreign Exchange Contracts and Interest Rate Contracts

Our investments consist of corporate bonds and U.S treasury securities. The fair value of our 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 U.S. treasury securities are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy.

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, 2023
	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 corporate bonds	$	1,320	$	—	$	1,320	$	—
Short-term U.S. treasury securities	1,417		1,417		—		—

Short-term government bonds	498		—		498		—

Foreign exchange contracts:
Prepaid expenses and other current assets	7,433		—		7,433		—
Other assets	51		—		51		—


Interest rate contracts:
Prepaid expenses and other current assets	25,560		—		25,560		—
Other assets	19,672		—		19,672		—
Total Assets	$	55,951	$	1,417	$	54,534	$	—

Liabilities:

Contingent earn-out liability - LT	$	24,905	$	—	$	—	$	24,905
Foreign exchange contracts:
Accrued liabilities	2,132		—		2,132		—
Other long-term liabilities	41		—		41		—


Total Liabilities	$	27,078	$	—	$	2,173	$	24,905


	Fair value measurements as of December 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 corporate bonds	$	2,314	$	—	$	2,314	$	—
Short-term U.S. treasury securities	1,412		1,412		—		—
Short-term government bonds	498		—		498		—
Long-term corporate bonds	516		—		516		—

Foreign exchange forwards:
Prepaid expenses and other current assets	4,860		—		4,860		—
Other assets	94		—		94		—
Interest rate contracts:
Prepaid expenses and other current assets	28,431		—		28,431		—
Other assets	26,753		—		26,753		—

Total Assets	$	64,878	$	1,412	$	63,466	$	—

Liabilities:
Contingent earn-out liability - LT	$	25,572	$	—	$	—	$	25,572



Foreign exchange contracts:
Accrued liabilities	1,847		—		1,847		—
Other long-term liabilities	167		—		167		—
Total Liabilities	$	27,586	$	—	$	2,014	$	25,572

- 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

Derivative Financial Instruments (Notes)

3 Months Ended

Mar. 31, 2023

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 ("MXN"), Euros, Czech Koruna ("CZK"), Japanese Yen ("JPY"), Swedish Krona ("SEK"), Chinese Renminbi ("CNH"), Canadian Dollar ("CAD") and Australian Dollar ("AUD") 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, 2023 was $101.8 million, which included the notional equivalent of $3.6 million in MXN, $26.4 million in Euros, $4.7 million in CZK, $21.2 million in JPY, $14.8 million in CNH, $2.7 million in SEK, $13.1 million in CAD, $13.1 million in AUD and $2.2 million in other foreign currencies, with terms currently through June 2024.

Cross-currency Par Forward Contracts

We enter into cross-currency par forward contracts to hedge a portion of our Mexico forecasted expenses denominated in 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 was approximately 311.6 million MXN. This derivative instrument matures in equal monthly amounts at a fixed forward rate of 21.60 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, 2023
Prepaid expenses and other current assets	$	7,433	$	25,560	$	32,993
Other assets	51		19,672		19,723
Total assets	$	7,484	$	45,232	$	52,716

Accrued liabilities	$	2,132	$	—	$	2,132
Other long-term liabilities	41		—		41
Total liabilities	$	2,173	$	—	$	2,173

As of December 31, 2022
Prepaid expenses and other current assets	$	4,860	$	28,431	$	33,291
Other assets	94		26,753		26,847
Total assets	$	4,954	$	55,184	$	60,138

Accrued liabilities	$	1,847	$	—	$	1,847
Other long-term liabilities	167		—		167
Total liabilities	$	2,014	$	—	$	2,014

We recognized the following gains on our derivative instruments designated as cash flow hedges in other comprehensive income before reclassifications to net loss (in thousands):


	Gain (Loss) Recognized in Other Comprehensive Income
	Three months ended March 31,
	2023		2022
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	$	2,451	$	3,112
Interest rate swaps	(2,584)		30,051
Total derivatives designated as cash flow hedging instruments	$	(133)	$	33,163

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 (Loss) Income into Income
		Three months ended March 31,
	Location of Gain (Loss) Recognized in Income	2023		2022
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	Total revenues	$	(1,922)	$	2,543
Foreign exchange contracts	Cost of goods sold	1,500		(513)
Foreign exchange contracts	Other (expense) income, net(1)	229		—
Foreign exchange contracts	Interest expense(2)	13		249
Interest rate swaps	Interest expense	7,369		—
Total derivatives designated as cash flow hedging instruments		$	7,189	$	2,279

_______________________________

(1) Represents location of gain reclassified from accumulated other comprehensive income into income as a result of ineffectiveness.

(2) Represents location of gain reclassified from accumulated other comprehensive income into income as a result of forecasted transactions no longer probable of occurring.

As of March 31, 2023, we expect an estimated $5.3 million in deferred gains on the outstanding foreign exchange contracts and an estimated $26.3 million in deferred gains 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.

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, 2021		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	(2,965)	5,927
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)
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		23,897,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive income (loss), net of Tax	$ 18,641						18,641
Stock Issued During Period, Shares, Acquisitions	2,500,000
Stock Issued During Period, Value, Acquisitions	$ 575,975		250	575,725
Common stock, shares outstanding at Dec. 31, 2022	23,993,000	23,995,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2022	$ 2,089,928		2,399	1,331,249	(243)	837,501	(80,978)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		172,000
Stock Issued During Period, Value, New Issues	$ 171		12	(503)	662
Adjustments to Additional Paid in Capital, Other				4
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(52,764)	(53,000)
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	$ (8,425)				(8,425)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	9,158			9,158
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	19,379
Net Income Attributable to Parent	(9,812)					(9,812)
Stockholders' Equity Attributable to Parent at Mar. 31, 2023	$ 2,100,399		$ 2,411	$ 1,339,908	$ (8,006)	$ 827,689	(61,603)
Common stock, shares outstanding at Mar. 31, 2023	24,064,000	24,114,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive income (loss), net of Tax	$ 19,375						$ 19,375

Business Combinations and Asset Acquisitions (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


Estimated cash consideration for acquired assets	$	1,922,955
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 Consideration	$	2,552,450

Purchase Price Allocation:
Cash and cash equivalents	$	78,791
Accounts receivable	106,132
Inventories	228,919
Prepaid expenses and other current assets	53,554
Property, plant and equipment	206,333
Operating lease right-of-use assets	55,161
Intangible assets(1)	945,000

Other assets	379
Accounts payable	(105,291)
Accrued liabilities(2)	(173,151)
Income tax payable	(40,312)
Other long-term liabilities	(85,490)
Deferred income taxes	(187,455)
Total identifiable net assets acquired	$	1,082,570
Goodwill - not tax deductible	1,469,880
Estimated Purchase Consideration	$	2,552,450

_______________________________

(1) Identifiable intangible assets include $510.0 million of customer relationships, $400.0 million of developed technology, $30.0 million of internally developed software, and $5.0 million of trademark. 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, five years for internally developed software, and six months for the trademark.

(2) 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.

Business Acquisition, Pro Forma Information


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

Leases Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 17,505
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months	20,211
Lessee, Operating Lease, Liability, Payments, Due Year Two	14,957
Lessee, Operating Lease, Liability, Payments, Due Year Three	13,244
Lessee, Operating Lease, Liability, Payments, Due Year Four	9,635
Lessee, Operating Lease, Liability, Payments, Due Year Five	14,315
Lessee, Operating Lease, Liability, Payments, Due after Year Five	3,844
Lessee, Operating Lease, Liability, Payments, Due	93,711
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(10,499)
Operating Lease, Liability	83,212	$ 79,085
Finance Lease, Liability, Payments, Remainder of Fiscal Year	778
Finance Lease, Liability, Payments, Due Next Twelve Months	766
Finance Lease, Liability, Payments, Due Year Two	545
Finance Lease, Liability, Payments, Due Year Three	423
Finance Lease, Liability, Payments, Due Year Four	198
Finance Lease, Liability, Payments, Due Year Five	189
Finance Lease, Liability, Payments, Due after Year Five	237
Finance Lease, Liability, Payment, Due	3,136
Finance Lease, Liability, Undiscounted Excess Amount	(294)
Finance Lease, Liability	$ 2,842	$ 2,671

Collaborative and Other Arrangements (Details) $ in Millions	Mar. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Purchase Commitment, Remaining Minimum Amount Committed	$ 29.6

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Lease, Cost [Table Text Block]

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


	Three months ended March 31,
	2023		2022
Operating lease cost	$	6,150	$	5,178
Finance lease cost — interest	29		29
Finance lease cost — reduction of ROU asset	225		170
Short-term lease cost	13		3


Total lease cost	$	6,417	$	5,380

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,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,051	$	6,548
Operating cash flows from finance leases	$	29	$	29

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,979	$	1,493
Finance leases	$	340	$	—

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, 2023			December 31, 2022
Operating leases
Operating lease right-of-use assets	$	79,736		$	74,864

Accrued liabilities	$	20,150		$	18,169
Other long-term liabilities	63,062			60,916
Total operating lease liabilities	$	83,212		$	79,085

Weighted-Average Remaining Lease Term
Operating leases	6.0 years			6.1 years

Weighted-Average Discount Rate
Operating leases	4.27		%	4.34		%

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, 2023			December 31, 2022
Finance leases
Finance lease right-of-use assets	$	2,758		$	2,598

Accrued liabilities	$	903		$	816
Other long-term liabilities	1,939			1,855
Total finance lease liabilities	$	2,842		$	2,671

Weighted-Average Remaining Lease Term
Finance leases	4.5 years			4.8 years

Weighted-Average Discount Rate
Finance leases	4.47		%	4.23		%

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

As of March 31, 2023, 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 2023	$	17,505	$	778
2024	20,211		766
2025	14,957		545
2026	13,244		423
2027	9,635		198
2028	14,315		189
Thereafter	3,844		237
Total Lease Payments	93,711		3,136
Less imputed interest	(10,499)		(294)
Total	$	83,212	$	2,842

Derivative Financial Instruments Derivative Instruments and Hedging Activities - FV of Derivative Instruments Included Within Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative Asset	$ 52,716	$ 60,138
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Derivative Asset, Current	$ 32,993	$ 33,291
Derivative Asset, Noncurrent	19,723	26,847
Derivative Liability, Current	$ 2,132	$ 1,847
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Derivative Liability, Noncurrent	$ 41	$ 167
Derivative Liability	$ 2,173	$ 2,014
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]	OTHER ASSETS	OTHER ASSETS
Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative Asset	$ 7,484	$ 4,954
Derivative Asset, Current	7,433	4,860
Derivative Asset, Noncurrent	51	94
Derivative Liability, Current	2,132	1,847
Derivative Liability, Noncurrent	41	167
Derivative Liability	2,173	2,014
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Derivative Asset	45,232	55,184
Derivative Asset, Current	25,560	28,431
Derivative Asset, Noncurrent	19,672	26,753
Derivative Liability, Current	0	0
Derivative Liability, Noncurrent	0	0
Derivative Liability	$ 0	$ 0

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, 2023	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	$ (133)	$ 33,163
Foreign Exchange Contract
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	2,451	3,112
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	$ (2,584)	$ 30,051

- 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
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+ Details

Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023
Prepaid expenses and other current assets	$	7,433	$	25,560	$	32,993
Other assets	51		19,672		19,723
Total assets	$	7,484	$	45,232	$	52,716

Accrued liabilities	$	2,132	$	—	$	2,132
Other long-term liabilities	41		—		41
Total liabilities	$	2,173	$	—	$	2,173

As of December 31, 2022
Prepaid expenses and other current assets	$	4,860	$	28,431	$	33,291
Other assets	94		26,753		26,847
Total assets	$	4,954	$	55,184	$	60,138

Accrued liabilities	$	1,847	$	—	$	1,847
Other long-term liabilities	167		—		167
Total liabilities	$	2,014	$	—	$	2,014

We recognized the following gains on our derivative instruments designated as cash flow hedges in other comprehensive income before reclassifications to net loss (in thousands):


	Gain (Loss) Recognized in Other Comprehensive Income
	Three months ended March 31,
	2023		2022
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	$	2,451	$	3,112
Interest rate swaps	(2,584)		30,051
Total derivatives designated as cash flow hedging instruments	$	(133)	$	33,163

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 (Loss) Income into Income
		Three months ended March 31,
	Location of Gain (Loss) Recognized in Income	2023		2022
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts	Total revenues	$	(1,922)	$	2,543
Foreign exchange contracts	Cost of goods sold	1,500		(513)
Foreign exchange contracts	Other (expense) income, net(1)	229		—
Foreign exchange contracts	Interest expense(2)	13		249
Interest rate swaps	Interest expense	7,369		—
Total derivatives designated as cash flow hedging instruments		$	7,189	$	2,279

_______________________________

(1) Represents location of gain reclassified from accumulated other comprehensive income into income as a result of ineffectiveness.

(2) Represents location of gain reclassified from accumulated other comprehensive income into income as a result of forecasted transactions no longer probable of occurring.

New Accounting Pronouncements:	3 Months Ended
New Accounting Pronouncements:	Mar. 31, 2023
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. ASU No. 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 deferred the sunset date to December 31, 2024. 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 5-Year Amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 98,853
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	131,665
Finite-Lived Intangible Assets, Amortization Expense, Year Two	124,073
Finite-Lived Intangible Assets, Amortization Expense, Year Four	123,438
Finite-Lived Intangible Assets, Amortization Expense, Year Five	117,400
Finite-Lived Intangible Assets, Amortization Expense, Year Five	110,442
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	218,209
Finite-Lived Intangible Assets, Net	$ 924,080	$ 950,960

Restructuring, Strategic Transaction and Integration Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring, strategic transaction and integration	$ 11,000	$ 33,900
Restructuring Costs	$ 2,700	$ 3,200

Revenue Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Movement in Deferred Revenue [Roll Forward]
Contract with Customer, Liability	$ (45,866)	$ (7,461)
Contract with Customer, Liability	(47,511)	(58,236)
Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(30,920)
Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(16,591)
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	5,976	5,574
Deferred Revenue, Additions	(7,236)	(3,447)
Equipment revenue [Member] \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(17,464)
Equipment revenue [Member] \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(1,327)
Software revenue [Member]
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	4,108	4,299
Deferred Revenue, Additions	(5,362)	(4,777)
Software revenue [Member] \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(8,323)
Software revenue [Member] \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(829)
Government Grant Revenue
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	218	171
Deferred Revenue, Additions	(861)	(2,266)
Government Grant Revenue \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(1,422)
Government Grant Revenue \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(13,441)
Other deferred revenue
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	1,915	1,683
Deferred Revenue, Additions	(403)	$ (767)
Other deferred revenue \| Short Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	(3,711)
Other deferred revenue \| Long Term
Movement in Deferred Revenue [Roll Forward]
Revenue, Remaining Performance Obligation, Amount	$ (994)

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

^[1]

Business Acquisition [Line Items]

Contingent Earn-Out Liability, Noncurrent

$ 24,905,000

$ 25,572,000

Minimum Stock Price Target for Earn-out Payment

$ 300.00

Required Share Holding Of Stock Issued At Acquisition

0.500

$ 4,000,000

$ 1,500,000

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, 2022 balances were derived from audited consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net (Loss) Income	$ (9,812)	$ (38,068)
Other comprehensive income (loss), net of tax
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(5,577)	23,572
Foreign currency translation adjustment, net of taxes of $0 for all periods	24,983	(4,946)
Other Comprehensive Income (Loss), Other Adjustments, after Tax	(31)	15
Other comprehensive income (loss), net of taxes	19,375	18,641
Comprehensive Income	$ 9,563	$ (19,427)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

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+ Details

Property and Equipment:

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Machinery and equipment	$	430,258	$	414,811
Land, building and building improvements	275,463		274,063
Molds	77,557		77,203
Computer equipment and software	119,438		115,214
Furniture and fixtures	30,166		29,876
Instruments placed with customers(1)	102,666		98,481
Construction in progress	138,996		152,909
Total property, plant and equipment, cost	1,174,544		1,162,557
Accumulated depreciation	(550,432)		(526,444)
Property, plant and equipment, net	$	624,112	$	636,113

______________________________

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

Depreciation expense was $23.4 million and $21.4 million for the three months ended March 31, 2023 and 2022, respectively.

Revenue (Notes)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Revenue

Revenue Recognition

As part of the integration of our acquisition of Smiths Medical, we have now migrated to our new business unit structure of Consumables, Infusion Systems and Vital Care. The vast majority of our sales of products within these business units 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	2023		2022
Consumables	$	236,122	$	240,189
Infusion Systems	161,713		138,227
Vital Care	170,814		164,706
Total Revenues	$	568,649	$	543,122

For the three months ended March 31, 2023 and 2022, net sales to Medline made up approximately 15% of total revenues.

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


	Three months ended March 31,
Geography	2023		2022
United States	$	359,187	$	347,791
Europe, the Middle East and Africa	98,986		86,204
APAC	58,624		64,831
Other Foreign	51,852		44,296
Total Revenues	$	568,649	$	543,122

Contract balances

The following table presents the changes in our contract balances for the three months ended March 31, 2023 and 2022 (in thousands):


	Contract Liabilities
Beginning balance, January 1, 2023	$	(45,866)

Equipment revenue recognized	5,976
Equipment revenue deferred due to implementation	(7,236)
Software revenue recognized	4,108
Software revenue deferred due to implementation	(5,362)
Government grant deferred revenue	(861)
Government grant recognized	218
Other deferred revenue	(403)
Other deferred revenue recognized	1,915
Ending balance, March 31, 2023	$	(47,511)

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)

Our contract liabilities are included in accrued liabilities or other long-term liabilities in our condensed consolidated balance sheet based on the expected timing of payments.

As of March 31, 2023, revenue from remaining performance obligations is as follows:


	Recognition Timing
(in millions)	< 12 Months		> 12 Months
Equipment revenue	$	(17,464)	$	(1,327)
Software revenue	(8,323)		(829)
Government grant revenue	(1,422)		(13,441)
Other revenue*	(3,711)		(994)
Total	$	(30,920)	$	(16,591)

_________________________________

*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.

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+ Details

Long-Term Obligations (Notes)

3 Months Ended

Mar. 31, 2023

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 $8.6 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, 1.00%.

Adjusted Term SOFR is the rate per annum equal to (a) the 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.


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. For the three months ended March 31, 2023, we paid total of $7.4 million in principal payments on both Term Loans.

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 measurement 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 measurement 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, 2023.

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.

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


	Effective Interest Rate		As of March 31, 2023		Effective Interest Rate		As of December 31, 2022

Senior Secured Credit Facilities:
Term Loan A — principal	7.42	%	$	828,750	3.99	%	$	834,000
Term Loan B — principal	7.76	%	841,500		4.61	%	843,625
Revolving Credit Facility — principal	—	%	—		—	%	—
Less unamortized debt issuance costs(1)			(22,991)				(24,262)
Total carrying value of long-term debt			1,647,259				1,653,363
Less current portion of long-term debt			35,063				29,688
Long-term debt, net			$	1,612,196			$	1,623,675

_______________________________

(1) Comprised of $11.8 million and $11.2 million relating to the Term Loan A and the Term Loan B, respectively, as of March 31, 2023.

As of March 31, 2023, 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 2023	$	22,312
2024	51,000
2025	51,000
2026	72,250
2027	672,563
2028	8,500
Thereafter	792,625
Total	$	1,670,250

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


	Three months ended March 31,
	2023		2022
Contractual interest	$	29,263	$	10,017
Amortization of debt issuance costs	1,701		1,643
Commitment fee — Revolving Credit Facility	368		351
Total long-term debt-related interest expense	$	31,332	$	12,011

Goodwill and Intangible Assets Text (Details) - USD ($)	3 Months Ended
Goodwill and Intangible Assets Text (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 32,300,000	$ 31,700,000

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

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 1,209,215

$ 1,202,911

Finite-Lived Intangible Assets, Accumulated Amortization

285,135

251,951

Finite-Lived Intangible Assets, Net

924,080

950,960

Indefinite-lived Intangible Assets (Excluding Goodwill)

33,602

31,806

Intangible Assets, Gross (Excluding Goodwill)

1,242,817

1,234,717

INTANGIBLE ASSETS, net

$ 957,682

$ 982,766

^[1]

Patents [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

10 years

Finite-Lived Intangible Assets, Gross

$ 30,735

$ 29,998

Finite-Lived Intangible Assets, Accumulated Amortization

19,092

18,610

Finite-Lived Intangible Assets, Net

$ 11,643

$ 11,388

Customer Contracts [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

12 years

Finite-Lived Intangible Assets, Gross

$ 10,046

$ 10,026

Finite-Lived Intangible Assets, Accumulated Amortization

6,527

6,443

Finite-Lived Intangible Assets, Net

$ 3,519

$ 3,583

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

8 years

Finite-Lived Intangible Assets, Gross

$ 550,703

$ 546,935

Finite-Lived Intangible Assets, Accumulated Amortization

118,687

101,556

Finite-Lived Intangible Assets, Net

$ 432,016

$ 445,379

Trademarks [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

1 year

Finite-Lived Intangible Assets, Gross

$ 5,425

Finite-Lived Intangible Assets, Accumulated Amortization

5,425

Finite-Lived Intangible Assets, Net

$ 0

Trade Names [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

15 years

Finite-Lived Intangible Assets, Gross

$ 18,249

$ 18,251

Finite-Lived Intangible Assets, Accumulated Amortization

6,247

5,959

Finite-Lived Intangible Assets, Net

$ 12,002

$ 12,292

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

10 years

Finite-Lived Intangible Assets, Gross

$ 584,957

$ 583,176

Finite-Lived Intangible Assets, Accumulated Amortization

123,357

108,708

Finite-Lived Intangible Assets, Net

$ 461,600

$ 474,468

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

5,800

5,250

Finite-Lived Intangible Assets, Net

$ 3,300

$ 3,850

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

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

Mar. 31, 2023

Dec. 31, 2022

Prepaid Expense and Other Assets [Abstract]

Other Prepaid Expense, Current

$ 26,332

$ 21,635

Prepaid vendor expenses

1,862

3,052

Deferred Costs and Other Assets

3,638

2,395

Prepaid insurance and property taxes

10,638

16,322

Prepaid Taxes

3,030

3,546

Deferred tax charge

3,830

Deposit Assets

1,263

1,329

Other Assets, Current

3,539

3,532

Prepaid expenses and other current assets

87,125

88,932

^[1]

Prepaid Expenses and Other Current Assets [Member]

Prepaid Expense and Other Assets [Abstract]

Foreign Currency Contract, Asset, Fair Value Disclosure

7,433

4,860

Interest Rate Derivative Assets, at Fair Value

25,560

28,431

Derivative [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

$ 7,433

$ 4,860

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Business Combinations and Asset Acquisitions Smiths Medical (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 1,922,955
Business Combination, Consideration Transferred, Liabilities Incurred		$ 55,158
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	9 years
Customer Relationships
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Technology-Based Intangible Assets
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	10 years
Software Development
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	5 years
Trademarks [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	6 years
SmithsMedical
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Liabilities Incurred	$ 53,520	$ 53,500
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	2,500	2,500
Business Acquisition, Share Price	$ 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	106,132
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory	228,919
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets	53,554
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	206,333
business combination, recognized identifiable asset acquired and liability assumed,	55,161
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	945,000
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	173,151
Business Combinations, Identified Assumed Liabilities Recognized, Income tax payable	(40,312)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other	(85,490)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities	(187,455)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	1,082,570
Business combination, goodwill- non deductible	1,469,880
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	510,000
SmithsMedical \| developed technology
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	400,000
SmithsMedical \| Trademarks and Trade Names
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	5,000
SmithsMedical \| Software and Software Development Costs
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 30,000

Long-Term Obligations Interest Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Debt Disclosure [Abstract]
Interest Expense, Debt, Excluding Amortization	$ 29,263,000	$ 10,017,000
Amortization of Debt Issuance Costs and Discounts	1,701,000	1,643,000
Line of Credit Facility, Commitment Fee Amount	368,000	351,000
Interest Expense, Debt	$ 31,332,000	$ 12,011,000

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

Mar. 31, 2023

Dec. 31, 2022

Jan. 06, 2022

Accrued Liabilities [Abstract]

Salaries and benefits

$ 47,808

$ 44,304

Incentive compensation

22,579

30,254

Operating Lease, Liability, Current

20,150

18,169

Sales taxes

6,158

5,844

Restructuring accrual

6,546

5,923

UnfavorablecontractliabilityST

30,991

30,838

Accrued other taxes

2,524

5,794

Accrued Professional Fees

6,823

5,317

Legal accrual

3,137

Distribution Fees

11,502

17,063

Warranties and returns

3,201

3,097

Field service corrective action

27,898

24,517

Accrued freight

11,116

17,988

Derivative Liability, Current

2,132

1,847

Other

16,018

14,899

Accrued liabilities

235,167

242,769

^[1]

Liability, Defined Benefit Plan, Current

2,974

2,928

Accrued audit fees

6,355

6,279

Derivative [Line Items]

Derivative Liability, Current

2,132

1,847

Product Liability Contingency [Line Items]

Product Liability Accrual, Component Amount

48,600

$ 55,100

Interest Payable

693

1,033

accrued research and development

6,562

3,538

Foreign Exchange

Accrued Liabilities [Abstract]

Derivative Liability, Current

2,132

1,847

Derivative [Line Items]

Derivative Liability, Current

$ 2,132

$ 1,847

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Long-Term Obligations Terminated Credit Agreement (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Line of Credit Facility, Maximum Borrowing Capacity	$ 150.0
Line of Credit Facility, Expiration Date	Nov. 08, 2022

Condensed Consolidated Statements of Comprehensive Income (Paranthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	$ 1,744	$ (7,312)
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax	0	0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax	$ 0	$ 0

Business Combinations and Asset Acquisitions Smiths Medical Pro Forma (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Business Acquisition, Pro Forma Revenue		$ 563,743
Business Acquisition [Line Items]
Revenues	$ 568,649	543,122
Net (Loss) Income	(9,812)	(38,068)
Business Acquisition, Pro Forma Net Income (Loss)	$ (34,994)
Pro Forma Adjustment - Amortization		3,300
Pro Forma Adjustment - Finance Costs		800
SmithsMedical
Business Acquisition [Line Items]
Revenues		214,900
Net (Loss) Income		$ 40,400

- Definition

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

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income	$ (9,812)	$ (38,068)
Depreciation and amortization	55,744	53,138
Amortization of Inventory Step-up	0	14,370
Noncash lease expense	5,656	5,286
Provision for doubtful accounts	666	(548)
Provision for warranty and returns	3,951	726
Stock compensation	9,158	12,092
Loss on disposal of property and equipment	367	596
Bond premium amortization	5	130
Debt Issuance Costs amortization	1,701	1,643
Change in fair value of contingent earn-out	(700)	0
Sparepartsusage	4,384	2,223
Other Noncash Income (Expense)	(40)	(1,649)
Accounts receivable	82,028	22,489
Inventories	(49,370)	(36,170)
Prepaid expenses and other assets	1,907	2,607
Increase (Decrease) in Other Operating Assets	(6,448)	(14,371)
Accounts payable	(27,525)	19,504
Accrued liabilities	(21,099)	(19,238)
Income taxes, including excess tax benefits and deferred income taxes	(9,328)	(26,102)
Net cash provided by operating activities	41,245	(1,342)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(14,205)	(23,606)
Proceeds from sale of asset	54	900
Intangible assets additions	(2,532)	(2,387)
Purchases of investment securities	0	(1,993)
Proceeds from sale of investment securities	1,500	3,500
Net cash used in investing activities	(15,183)	(1,867,750)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of lender debt issuance costs	0	1,672,698
Repayments of Long-term Debt	7,375	16,000
Payments of Debt Issuance Costs	0	(1,852)
Proceeds from exercise of stock options	171	2,974
Finance Lease, Principal Payments	(208)	(160)
Payment, Tax Withholding, Share-based Payment Arrangement	8,425	8,743
Net cash (used in) provided by financing activities	(15,837)	1,648,917
Effect of Exchange Rate on Cash [Abstract]
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	1,938	(3,224)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	12,163	(223,399)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	220,947	329,428
Supplemental Cash Flow Information [Abstract]
Capital Expenditures Incurred but Not yet Paid	2,223	5,178
NON-CASH INVESTING ACTIVITIES
Payments to Acquire Businesses, Net of Cash Acquired	0	(1,844,164)
SmithsMedical
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income		40,400
Change in fair value of contingent earn-out	$ (700)
NON-CASH INVESTING ACTIVITIES
Fair Value of Assets Acquired		1,594,776
Net Cash Paid (Received) for current and prior acquisitions		(1,844,164)
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		(575,975)
Business Combination, Liabilities Arising from Contingencies, Amount Recognized		(55,158)
Goodwill, Period Increase (Decrease)		1,485,987
Liabilities Assumed		$ (605,466)

Leases (Notes)

3 Months Ended

Mar. 31, 2023

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,
	2023		2022
Operating lease cost	$	6,150	$	5,178
Finance lease cost — interest	29		29
Finance lease cost — reduction of ROU asset	225		170
Short-term lease cost	13		3


Total lease cost	$	6,417	$	5,380

Interest expense on our finance leases is included in interest 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,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,051	$	6,548
Operating cash flows from finance leases	$	29	$	29

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,979	$	1,493
Finance leases	$	340	$	—

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, 2023			December 31, 2022
Operating leases
Operating lease right-of-use assets	$	79,736		$	74,864

Accrued liabilities	$	20,150		$	18,169
Other long-term liabilities	63,062			60,916
Total operating lease liabilities	$	83,212		$	79,085

Weighted-Average Remaining Lease Term
Operating leases	6.0 years			6.1 years

Weighted-Average Discount Rate
Operating leases	4.27		%	4.34		%

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, 2023			December 31, 2022
Finance leases
Finance lease right-of-use assets	$	2,758		$	2,598

Accrued liabilities	$	903		$	816
Other long-term liabilities	1,939			1,855
Total finance lease liabilities	$	2,842		$	2,671

Weighted-Average Remaining Lease Term
Finance leases	4.5 years			4.8 years

Weighted-Average Discount Rate
Finance leases	4.47		%	4.23		%

As of March 31, 2023, 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 2023	$	17,505	$	778
2024	20,211		766
2025	14,957		545
2026	13,244		423
2027	9,635		198
2028	14,315		189
Thereafter	3,844		237
Total Lease Payments	93,711		3,136
Less imputed interest	(10,499)		(294)
Total	$	83,212	$	2,842

Fair Value Measures and Disclosures Liabilities Recurring Basis Unobservable Input Reconciliation Pursuit (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY			$ 25,572	$ 24,905
Business Combination, Consideration Transferred, Liabilities Incurred		$ 55,158
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)	$ (700)
Currency translation on earn-out	33	(46)
Pursuit Vascular, Inc. [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY					$ 2,589	$ 57,701
SmithsMedical
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination, Consideration Transferred, Liabilities Incurred	$ 53,520	53,500
Foreign Infusion System Supplier
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination, Consideration Transferred, Liabilities Incurred		$ 1,600

Net Income Per Share (Details 1) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Dilutive securities	0	0
Diluted (in shares)	24,014	23,646
Basic (in dollars per share)	$ (0.41)	$ (1.61)
Diluted (in dollars per share)	$ (0.41)	$ (1.61)

- 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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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Investment Securities (Notes)

3 Months Ended

Mar. 31, 2023

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, short-term U.S. treasury securities and long-term government 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, 2023 or December 31, 2022.

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 interest expense, 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, 2023
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	1,320	$	—	$	1,320
Short-term U.S. treasury securities	1,417		—		1,417
Short-term government bonds	498		—		498

Total investment securities	$	3,235	$	—	$	3,235

	As of December 31, 2022
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	2,314	$	—	$	2,314
Short-term U.S. treasury securities	1,412		—		1,412
Short-term government bonds	498		—		498
Long-term corporate bonds	516		—		516
Total investment securities	$	4,740	$	—	$	4,740

Investments in Non-Marketable Equity Securities

During the third quarter of 2021, we acquired an approximate 20% 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 three months ended March 31, 2023 and 2022. We did not receive any dividend distributions from this investment during the three months ended March 31, 2023 and 2022.

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


	As of
	March 31, 2023		December 31, 2022
Equity method investment	$	3,166	$	3,178

Fair Value Measures and Disclosures (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jan. 06, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY		$ 25,572	$ 24,905
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 EARN-OUT LIABILITY					$ 2,589	$ 57,701
SmithsMedical
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	100,000
Business Combination, Contingent Consideration, Liability	20,300			$ 53,500
Foreign Infusion System Supplier
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	2,500
Business Combination, Contingent Consideration, Liability	$ 1,500

Transfers and Servicing (Details) $ in Millions	3 Months Ended
Transfers and Servicing (Details) $ in Millions	Mar. 31, 2023 USD ($)
Transfers and Servicing [Abstract]
Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount	$ 58.0
Proceeds from Sale and Collection of Receivables	138.8
Cash Remitted to Purchaser	81.6
Accounts Receivable, Sale	139.6
Gain (Loss) on Sale of Accounts Receivable	0.8
Financing Receivable, Revolving	$ 150.0

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss	$ 10,337	$ 8,530
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	24,114,000	23,995,000
Common stock, shares outstanding	24,064,000	23,993,000
Treasury Stock, Shares	50,374	1,633

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

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	2023		2022
United States	$	359,187	$	347,791
Europe, the Middle East and Africa	98,986		86,204
APAC	58,624		64,831
Other Foreign	51,852		44,296
Total Revenues	$	568,649	$	543,122

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, 2023 and 2022 (in thousands):


	Contract Liabilities
Beginning balance, January 1, 2023	$	(45,866)

Equipment revenue recognized	5,976
Equipment revenue deferred due to implementation	(7,236)
Software revenue recognized	4,108
Software revenue deferred due to implementation	(5,362)
Government grant deferred revenue	(861)
Government grant recognized	218
Other deferred revenue	(403)
Other deferred revenue recognized	1,915
Ending balance, March 31, 2023	$	(47,511)

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)

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

$ (61,603)

$ (628)

$ (80,978)

^[1]

$ (19,269)

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

24,839

20,851

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

(5,464)

(2,210)

Other Comprehensive income (loss), net of Tax

19,375

18,641

Accumulated Foreign Currency Adjustment Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

(97,990)

(23,991)

(122,973)

(19,045)

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

24,983

(4,946)

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

Other Comprehensive income (loss), net of Tax

24,983

(4,946)

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

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

35,202

23,335

40,779

(237)

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

(113)

25,782

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

(5,464)

(2,210)

Other Comprehensive income (loss), net of Tax

(5,577)

23,572

Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

1,185

$ 1,216

$ 13

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

(31)

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

Other Comprehensive income (loss), net of Tax

$ 15

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

$ (31)

[1]	December 31, 2022 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

+ Details

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Machinery and equipment	$	430,258	$	414,811
Land, building and building improvements	275,463		274,063
Molds	77,557		77,203
Computer equipment and software	119,438		115,214
Furniture and fixtures	30,166		29,876
Instruments placed with customers(1)	102,666		98,481
Construction in progress	138,996		152,909
Total property, plant and equipment, cost	1,174,544		1,162,557
Accumulated depreciation	(550,432)		(526,444)
Property, plant and equipment, net	$	624,112	$	636,113

Equity (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023	$	(122,973)	$	40,779	$	1,216	$	(80,978)
Other comprehensive income (loss) before reclassifications	24,983		(113)		(31)		24,839
Amounts reclassified from AOCI	—		(5,464)		—		(5,464)
Other comprehensive income (loss)	24,983		(5,577)		(31)		19,375
Balance as of March 31, 2023	$	(97,990)	$	35,202	$	1,185	$	(61,603)


	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)

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

Mar. 31, 2023

Dec. 31, 2022

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

$ 1,174,544

$ 1,162,557

Accumulated depreciation

(550,432)

(526,444)

Net property and equipment

624,112

636,113

^[1]

Machinery and Equipment, Gross

430,258

414,811

Furniture and Fixtures, Gross

30,166

29,876

Construction in Progress, Gross

138,996

152,909

Land, Buildings and Improvements [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

275,463

274,063

Molds [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

77,557

77,203

Computer Equipment and Software [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

119,438

115,214

Instruments Placed with Customers [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment, cost

$ 102,666

$ 98,481

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Long-Term Obligations Table (Details) - USD ($)	3 Months Ended	12 Months Ended
Long-Term Obligations Table (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 1,670,250,000
Line of Credit Facility, Fair Value of Amount Outstanding	0	$ 0
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	(22,991,000)	(24,262,000)
Debt, Long-term and Short-term, Combined Amount	1,647,259,000	1,653,363,000
Debt, Current	35,063,000	29,688,000
Long-term Debt, Excluding Current Maturities	1,612,196,000	$ 1,623,675,000
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 500,000,000
Debt Instrument, Interest Rate During Period	0.00%	0.00%
Term Loan A
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 828,750,000	$ 834,000,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 11,800,000
Debt Instrument, Interest Rate During Period	7.42%	3.99%
Term Loan B
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 841,500,000	$ 843,625,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 11,200,000
Debt Instrument, Interest Rate During Period	7.76%	4.61%

Equity (Details) $ in Thousands	3 Months Ended
Equity (Details) $ in Thousands	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($) 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	52,764	37,279
Payment, Tax Withholding, Share-based Payment Arrangement	$ 8,425	$ 8,743
Smiths Group Ownership % Acquisition Shares Issued	0.105
Smiths Group Ownership % Required for Board Representation	0.050

Investment Securities (Details) $ in Millions	3 Months Ended
Investment Securities (Details) $ in Millions	Mar. 31, 2023 USD ($)
Investments, Debt and Equity Securities [Abstract]
Gain (Loss) on Sale of Investments	$ 0

Commitments and Contingencies:	3 Months Ended
Commitments and Contingencies:	Mar. 31, 2023
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, 2023, the estimated fair value of the contingent earn-out is $20.3 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, 2023 is $48.6 million. In 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 December 31, 2022, the measurement period related to (i) above ended and based on the actual revenue achieved during the measurement period we determined that the fair value of the contingent earn-out was zero as the minimum threshold for earning the earn-out was not met. As of March 31, 2023, the estimated fair value of the contingent earn-out related to certain product-related regulatory certification was estimated to be $1.5 million (see Note 9: Fair Value Measurements). In 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, 2023, 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 Cash Flow, Operating Activities, Lessee (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating Lease, Payments	$ 6,051	$ 6,548
Finance Lease, Interest Payment on Liability	29	29
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	8,979	1,493
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 340	$ 0

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

3 Months Ended

Mar. 31, 2023

Dec. 31, 2022

^[1]

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

$ 1,462,726

$ 1,449,258

Goodwill, Foreign Currency Translation Gain (Loss)

$ 13,468

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

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

Mar. 31, 2023

Dec. 31, 2022

Derivative [Line Items]

Derivative Asset, Noncurrent

$ 19,723

$ 26,847

Lessor, Operating Lease, Payments to be Received

28,821

27,086

Spare parts

40,598

38,498

Equity Method Investments

3,166

3,178

Debt Issuance Costs, Noncurrent, Net

4,727

5,156

Finance Lease, Right-of-Use Asset

2,758

2,598

Derivative Asset, Noncurrent

19,723

26,847

Other Assets, Miscellaneous, Noncurrent

2,143

2,193

OTHER ASSETS

101,885

105,462

^[1]

Interest Rate Swap

Derivative [Line Items]

Derivative Asset, Noncurrent

19,672

26,753

Derivative Asset, Noncurrent

$ 19,672

$ 26,753

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Long-Term Obligations Principal Payment (Details)	3 Months Ended
Long-Term Obligations Principal Payment (Details)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
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	$ 7,400,000	$ 16,000,000

Prepaids and Other Current Assets (Notes)

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Other prepaid expenses and receivables	$	26,332	$	21,635
Prepaid vendor expenses	1,862		3,052
Deferred costs	3,638		2,395
Prepaid insurance and property taxes	10,638		16,322
VAT/GST receivable	3,030		3,546
Deferred tax charge	3,830		3,830
Foreign exchange contracts	7,433		4,860
Interest rate contracts	25,560		28,431

Deposits	1,263		1,329
Other	3,539		3,532
	$	87,125	$	88,932

Other assets consist of the following (in thousands):


	As of
	March 31, 2023		December 31, 2022
Pump lease receivables	$	28,821	$	27,086
Spare parts	40,598		38,498
Equity method investments	3,166		3,178
Deferred debt issuance costs	4,727		5,156
Finance lease right-of-use assets	2,758		2,598
Interest rate contracts	19,672		26,753

Other	2,143		2,193
	$	101,885	$	105,462

Business Combinations and Asset Acquisitions

3 Months Ended

Mar. 31, 2023

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 opening 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.

Smiths became a related party to us when we issued 2.5 million shares of our common stock as partial consideration for the acquisition of Smiths Medical. Additionally, we entered into a transition services agreement ("TSA") with certain members of Smiths Group, plc. The TSA includes certain information technology, human resource and tax support services for an initial term of twelve months with the option to extend up to 24 months. During the three months ended March 31, 2023, we expensed $4.0 million for services provided under the TSA. As of March 31, 2023, we have $1.5 million in open payables related to the services received under the TSA.

Final Purchase Price Allocation

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


Estimated cash consideration for acquired assets	$	1,922,955
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 Consideration	$	2,552,450

Purchase Price Allocation:
Cash and cash equivalents	$	78,791
Accounts receivable	106,132
Inventories	228,919
Prepaid expenses and other current assets	53,554
Property, plant and equipment	206,333
Operating lease right-of-use assets	55,161
Intangible assets(1)	945,000

Other assets	379
Accounts payable	(105,291)
Accrued liabilities(2)	(173,151)
Income tax payable	(40,312)
Other long-term liabilities	(85,490)
Deferred income taxes	(187,455)
Total identifiable net assets acquired	$	1,082,570
Goodwill - not tax deductible	1,469,880
Estimated Purchase Consideration	$	2,552,450

_______________________________

The identifiable intangible assets and other long-lived assets acquired have been valued utilizing Level 3 inputs as defined in Note 9: Fair Value Measurements. The fair value of identifiable intangible assets was generally 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 inventory 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 estimated to be $214.9 million and

$40.4 million. 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, 2022. 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, 2022
(In thousands)
Revenues	$	563,743
Net Loss	$	(34,994)

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 for the three months ended March 31, 2022, incremental interest expense, including amortization of debt discount and debt issuance costs, on the Senior Secured Credit Facilities (as defined in Note 17: Long-Term Debt) of $0.8 million for the three months ended March 31, 2022. The unaudited pro forma results include IFRS to U.S. GAAP adjustments for Smiths Medical's 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.

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating Lease, Cost	$ 6,150	$ 5,178
Finance Lease, Interest Expense	29	29
Finance Lease, Right-of-Use Asset, Amortization	225	170
Short-term Lease, Cost	13	3
Lease, Cost	$ 6,417	$ 5,380

Goodwill and Intangible Assets (Notes)

3 Months Ended

Mar. 31, 2023

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, 2023	$	1,449,258


Currency translation	13,468
Balance as of March 31, 2023	$	1,462,726

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, 2023
		Cost		Accumulated Amortization		Net
Patents	10	$	30,735	$	19,092	$	11,643
Customer contracts	12	10,046		6,527		3,519
Non-contractual customer relationships	8	550,703		118,687		432,016
Trademarks	1	5,425		5,425		—
Trade name	15	18,249		6,247		12,002
Developed technology	10	584,957		123,357		461,600
Non-compete	3	9,100		5,800		3,300
Total amortized intangible assets		$	1,209,215	$	285,135	$	924,080

Internally developed software*		$	33,602			$	33,602

Total intangible assets		$	1,242,817	$	285,135	$	957,682

______________________________

* 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, 2022
		Cost		Accumulated Amortization		Net
Patents	10	$	29,998	$	18,610	$	11,388
Customer contracts	12	10,026		6,443		3,583
Non-contractual customer relationships	8	546,935		101,556		445,379
Trademarks	1	5,425		5,425		—
Trade name	15	18,251		5,959		12,292
Developed technology	10	583,176		108,708		474,468
Non-compete	3	9,100		5,250		3,850
Total amortized intangible assets		$	1,202,911	$	251,951	$	950,960

Internally developed software*		$	31,806			$	31,806

Total intangible assets		$	1,234,717	$	251,951	$	982,766

______________________________

* 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, 2023 and 2022, intangible asset amortization expense was $32.3 million and $31.7 million, respectively.

As of March 31, 2023 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands):


Remainder of 2023	$	98,853
2024	131,665
2025	124,073
2026	123,438
2027	117,400
2028	110,442
Thereafter	218,209
Total	$	924,080

Restructuring, Strategic Transaction and Integration (Tables)

3 Months Ended

Mar. 31, 2023

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 three months ended March 31, 2023 (in thousands):


	Severance Pay and Benefits		Retention and Facility Closure Costs		Total
Accrued balance, January 1, 2023	$	4,416	$	1,507	$	5,923

Charges incurred	2,732		—		2,732
Payments	(1,284)		—		(1,284)
Other(1)	(291)		(620)		(911)
Currency translation	70		16		86
Accrued balance, March 31, 2023	$	5,643	$	903	$	6,546

__________________________

(1) Other, primarily relates to prior year accrued restructuring charges for estimated facility closure costs that were reversed during the three months ended March 31, 2023.

Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023		2022
Net (loss) income	$	(9,812)	$	(38,068)
Weighted-average number of common shares outstanding (basic)	24,014		23,646
Dilutive securities(1)	—		—
Weighted-average common and common equivalent shares outstanding (diluted)	24,014		23,646
EPS — basic	$	(0.41)	$	(1.61)
EPS — diluted	$	(0.41)	$	(1.61)

_______________________________

(1) Due to the net loss for the three months ended March 31, 2023 and 2022, there are no potentially dilutive common shares included in the computation of diluted earnings per share.

Income Taxes Effective tax rate (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition, Contingent Consideration [Line Items]
Change in fair value of contingent earn-out	$ (700)	$ 0
Effective Income Tax Rate	27.00%	31.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Share-based Payment Arrangement, Expense, Tax Benefit	$ 700	$ 2,600
contingent consideration, tax expense	0
SmithsMedical
Business Acquisition, Contingent Consideration [Line Items]
Change in fair value of contingent earn-out	$ (700)

Restructuring, Strategic Transaction and Integration Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 5,923
Restructuring Charges	2,732
Payments for Restructuring	1,284
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	(86)
Restructuring Reserve	6,546
Restructuring Reserve, Accrual Adjustment	(911)
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	4,416
Restructuring Charges	2,732
Payments for Restructuring	1,284
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	(70)
Restructuring Reserve	5,643
Restructuring Reserve, Accrual Adjustment	(291)
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	1,507
Restructuring Charges	0
Payments for Restructuring	0
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	(16)
Restructuring Reserve	903
Restructuring Reserve, Accrual Adjustment	$ (620)

Investment Securities (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	1,320	$	—	$	1,320
Short-term U.S. treasury securities	1,417		—		1,417
Short-term government bonds	498		—		498

Total investment securities	$	3,235	$	—	$	3,235

	As of December 31, 2022
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	2,314	$	—	$	2,314
Short-term U.S. treasury securities	1,412		—		1,412
Short-term government bonds	498		—		498
Long-term corporate bonds	516		—		516
Total investment securities	$	4,740	$	—	$	4,740

Equity Method Investments [Table Text Block]

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


	As of
	March 31, 2023		December 31, 2022
Equity method investment	$	3,166	$	3,178

Fair Value Measures and Disclosures Liabilities Recurring Basis Unobservable Input Reconciliation Hospira (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY			$ 25,572	$ 24,905
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)	$ (700)
Business Combination, Consideration Transferred, Liabilities Incurred		$ 55,158
Currency translation on earn-out	$ 33	$ (46)
Pursuit Vascular, Inc. [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY					$ 2,589	$ 57,701

Restructuring, Strategic Transaction and Integration (Notes)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure

Restructuring, Strategic Transaction and Integration

Restructuring, strategic transaction and integration expenses were $11.0 million and $33.9 million for the three months ended March 31, 2023 and 2022, respectively.

Restructuring

During the three months ended March 31, 2023 and 2022, restructuring charges were $2.7 million and $3.2 million, respectively and were primarily related to severance costs.

The following table summarizes the activity in our restructuring-related accrual by major type of cost for the three months ended March 31, 2023 (in thousands):


	Severance Pay and Benefits		Retention and Facility Closure Costs		Total
Accrued balance, January 1, 2023	$	4,416	$	1,507	$	5,923

Charges incurred	2,732		—		2,732
Payments	(1,284)		—		(1,284)
Other(1)	(291)		(620)		(911)
Currency translation	70		16		86
Accrued balance, March 31, 2023	$	5,643	$	903	$	6,546

__________________________

(1) Other, primarily relates to prior year accrued restructuring charges for estimated facility closure costs that were reversed during the three months ended March 31, 2023.

Strategic Transaction and Integration Expenses

We incurred and expensed $8.3 million and $30.7 million in strategic transaction and integration expenses during the three months ended March 31, 2023 and 2022, 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, 2023 were primarily related to consulting expenses and employee costs incurred to integrate our Smiths Medical business acquired in 2022. The strategic transaction and integration expenses for the three months ended March 31, 2022 were primarily related to transaction and integration expenses associated with our acquisition of Smiths Medical (see Note 3: Acquisitions) which primarily included legal expenses, bank fees, a United Kingdom stamp tax, and employee costs.

Prepaids and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Other prepaid expenses and receivables	$	26,332	$	21,635
Prepaid vendor expenses	1,862		3,052
Deferred costs	3,638		2,395
Prepaid insurance and property taxes	10,638		16,322
VAT/GST receivable	3,030		3,546
Deferred tax charge	3,830		3,830
Foreign exchange contracts	7,433		4,860
Interest rate contracts	25,560		28,431

Deposits	1,263		1,329
Other	3,539		3,532
	$	87,125	$	88,932

Schedule of Other Assets, Noncurrent[TableTextBlock]

Other assets consist of the following (in thousands):


	As of
	March 31, 2023		December 31, 2022
Pump lease receivables	$	28,821	$	27,086
Spare parts	40,598		38,498
Equity method investments	3,166		3,178
Deferred debt issuance costs	4,727		5,156
Finance lease right-of-use assets	2,758		2,598
Interest rate contracts	19,672		26,753

Other	2,143		2,193
	$	101,885	$	105,462

Long-Term Obligations Schedule of Maturities (Details) $ in Thousands	Mar. 31, 2023 USD ($)
LOng-Term Obligations Disclosure [Abstract]
Long-Term Debt, Maturity, Remainder of Fiscal Year	$ 22,312
Long-Term Debt, Maturity, Year One	51,000
Long-Term Debt, Maturity, Year Two	51,000
Long-Term Debt, Maturity, Year Three	72,250
Long-Term Debt, Maturity, Year Four	672,563
Long-Term Debt, Maturity, Year Five	8,500
Long-Term Debt, Maturity, after Year Five	792,625
Long-term Debt, Gross	$ 1,670,250

Basis of Presentation:	3 Months Ended
Basis of Presentation:	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation [Text Block]	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of ICU Medical, Inc., ("ICU" or the "Company"), a Delaware corporation, 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 for the year ended December 31, 2022. We develop, manufacture and sell innovative medical products used in infusion therapy, vascular access, and vital care applications. ICU's product portfolio includes ambulatory, syringe, and large volume IV pumps and safety software; dedicated and non-dedicated IV sets, needlefree IV connectors, peripheral IV catheters, and sterile IV solutions; closed system transfer devices and pharmacy compounding systems; as well as a range of respiratory, anesthesia, patient monitoring, and temperature management products. 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. Certain reclassifications have been made to the prior year financial statements and footnotes to conform to the presentation used in the current year. In the statements of operations we reclassified interest income to interest (expense) income, net from other (expense) income, net and in Note 5: Revenues, certain reclassifications were made to revenues disaggregated by product line and by geography. Also, in Note 9: Fair Value Measurements the table indicating the Level inputs for the assets and liabilities measured at fair value on a recurring basis was updated to correct the Level input identified for the hedge assets and liabilities. These reclassifications had no impact on total revenues, net loss, shareholder's equity or cash flows as previously reported.

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

Mar. 31, 2023

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory, Raw Materials, Net of Reserves

$ 317,340

$ 286,964

Inventory, Work in Process, Net of Reserves

73,708

73,795

Inventory, Finished Goods, Net of Reserves

356,917

335,250

Total

$ 747,965

$ 696,009

^[1]

[1]	December 31, 2022 balances were derived from audited consolidated financial statements.

Collaborative and Other Arrangements (Notes)	3 Months Ended
Collaborative and Other Arrangements (Notes)	Mar. 31, 2023
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 is subject to an annual update, 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 expired on November 30, 2022. As of November 30, 2022, we have satisfied the minimum purchase obligations under the Product Addendum.

Business Combinations and Asset Acquisitions Foreign Infusion Distributor(Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 1,922,955
Contingent Consideration, Gross ST	1,000
Contingent Consideration, Gross LT	1,500
Foreign Infusion System Supplier
Business Acquisition [Line Items]
contingent consideration gross	$ 2,500

Derivative Financial Instruments Derivative Instruments and Hedging Activities - Amounts Affecting Consolidated Statements of Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	$ 5,300
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	26,300
Derivative, Net Hedge Ineffectiveness Gain (Loss)	229	$ 0
Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	7,189	2,279
Foreign Exchange Contract \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring	$ 13	249
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenue from Contract with Customer, Excluding Assessed Tax
Foreign Exchange Contract \| Trading Revenue \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ 1,922	(2,543)
Foreign Exchange Contract \| Cost of Sales [Member] \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ (1,500)	513
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of goods sold
Interest Rate Swap \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion		$ 0
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ (7,369)
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest Expense

Inventories:

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Raw materials	$	317,340	$	286,964
Work in process	73,708		73,795
Finished goods	356,917		335,250
Total inventories	$	747,965	$	696,009

Equity Method Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity Method Investment, Aggregate Cost	$ 3,300
Equity Method Investments	$ 3,166	$ 3,178
Non Public Company
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity Method Investment, Ownership Percentage	20.00%

Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net (Loss) Income	$ (9,812)	$ (38,068)
Weighted average number of common shares outstanding (for basic calculation)	24,014	23,646
Dilutive securities	0	0
Diluted (in shares)	24,014	23,646
EPS - basic	$ (0.41)	$ (1.61)
Diluted (In dollars per share)	$ (0.41)	$ (1.61)

- 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

+ Details

Long-Term Obligations (Details) - USD ($) $ in Thousands	3 Months Ended
Long-Term Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
TotalSeniorSecuredCreditFacility	$ 2,200,000
Long-term Debt, Gross	1,670,250
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	828,750	$ 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	841,500	$ 843,625
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	$ 8,600

Revenue Disaggregated Revenue by Geography (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 568,649	$ 543,122
EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	98,986	86,204
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenues	359,187	347,791
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	58,624	64,831
Other foreign countries [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 51,852	$ 44,296

- Definition

+ References

+ Details