883984--2/20/2009--ICU_MEDICAL

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{operation, international, foreign}

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Because we are dependent on Hospira for a substantial portion of our sales, any change in our arrangements with Hospira causing a decline in our sales to it could result in a significant reduction in our sales and profits. Our operating results may be adversely affected by unfavorable economic conditions which affect our customers ability to buy our products and could affect our relationships with our suppliers. If we are unable to substantially reduce the cost of manufacturing products that we sell to Hospira under the MCDA, our financial performance may be adversely affected. Expansion of our manufacturing facilities may result in inefficiencies which could have an adverse effect on our operations and financial results. Because we are dependent on the CLAVE for a major portion of our sales, any decline in CLAVE sales could result in a significant reduction in our sales and profits. If our efforts to increase our custom products business are not successful or we cannot increase sales of other products and develop new, commercially successful products, our sales may not grow. International sales pose additional risks related to competition with larger international companies and established local companies, our possibly higher cost structure, our ability to open foreign manufacturing facilities that can operate profitably, higher credit risks and exchange rate risk. Continuing pressures to reduce healthcare costs may adversely affect our prices. If we cannot reduce manufacturing costs of existing and new products, our sales may not grow and our profitability may decline. If we are unable to compete successfully on the basis of product innovation, quality, convenience, price and rapid delivery with larger companies that have substantially greater resources and larger distribution networks than us, we may be unable to maintain market share, in which case our sales may not grow and our profitability may be adversely affected. We may not be able to significantly expand our sales of custom I.V. systems, or critical care products, if we are unable to lower manufacturing costs, price our products competitively and shorten delivery times significantly. If demand for our products were to decline significantly, we might not be able to recover the cost of our expensive automated molding and assembly equipment and tooling, which could have an adverse effect on our results of operations. If we cannot obtain additional custom tooling and equipment on a timely basis to enable us to meet demand for our products, we might be unable to increase our sales or might lose customers, in which case our sales could decline. We are increasingly dependent on manufacturing in Mexico and could be adversely affected by any economic or political disruptions Increases in the cost of petroleum-based and natural gas-based products or loss of supply could have an adverse effect on our profitability. Because we depend to a significant extent on our founder for new product concepts, the loss of his services could have a material adverse effect on our business. Our business could be materially and adversely affected if we fail to defend and enforce our patents, if our products are found to infringe patents owned by others or if the cost of patent litigation becomes excessive or as our key patents expire. If we are unable to effectively manage our internal growth or growth through acquisitions of companies, assets or products, our financial performance may be adversely affected. Our ability to market our products in the United States and other countries may be adversely affected if our products or our manufacturing processes fail to qualify under applicable standards of the FDA and regulatory agencies in other countries. Product liability claims could be costly to defend and could expose us to loss. Our Stockholder Rights Plan, provisions in our charter documents and Delaware law could prevent or delay a change in control, which could reduce the market price of our common stock. The price of our common stock has been and may continue to be highly volatile due to many factors. We have outstanding stock options which may dilute the ownership of existing shareholders Continued compliance with recent securities legislation could be uncertain and could substantially increase our administrative expenses.

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883984--2/20/2009--ICU_MEDICAL_INC/DE