ICU医疗 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.001-34634 Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ýYes oNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYesýNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.ýYesoNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesýNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company," in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐YesýNo The aggregate market value of the voting stock held by non-affiliates of registrant as of June30, 2024, the last business day ofregistrant’s most recently completed second fiscal quarter, was $2,671,423,750. The number of shares outstanding of registrant’s common stock, $.10 par value, as of January31, 2025 was24,519,000. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for registrant’s 2025 Annual Meeting of Stockholders filed or to be filed pursuant to Regulation14A within 120 days following registrant’s fiscal year ended December31, 2024, are incorporated by reference into Part III of thisReport. ICU Medical, Inc.Form 10-KFor the Year Ended December31, 2024TABLE OF CONTENTS PART I Item 5Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecuritiesItem 6ReservedItem 7Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7AQuantitative and Qualitative Disclosures about Market RiskItem 8Financial Statements and Supplementary DataItem 9Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9AControls and ProceduresItem 9BOther InformationItem 9CDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART III Item 10Item 11Item 12Item 13Item 14 Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accountant Fees and Services Forward Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present and historicalfact, contained in this Annual Report on Form 10-K, including, without limitation, statements regarding: our future results ofoperations and financial position, business strategy and approach; the p