---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-Q

(Mark One)

|ý | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For
the quarterly period endedJune 30, 2002or

|o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For
the transition period
from                        to

Commission
File Number:33-26398

|ALARIS MEDICAL, INC.(Exact name of registrant as specified in its charter)                    
|----------------------------------------------------------------------------------------------
|Delaware(State or other jurisdiction of incorporation or organization)                        
|10221 Wateridge Circle, San Diego, CA 92121(Address of principal executive offices) (Zip Code)
|(858) 458-7000(Registrant's telephone number, including area code)                            
|(Former name, former address and former fiscal year, if changed since last report)            

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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. Yes: ý No: o

On
July 18, 2002, 59,485,304 shares of Registrant's Common Stock were outstanding, excluding shares held in Treasury.

---

---

---



ALARIS MEDICAL, INC.        INDEX

PART I. FINANCIAL INFORMATION

|                           |                                                                                              | Page                                                                                                                                  
|-------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|                           | Item 1Financial Information:                                                                |                                                                                                                                       
|                           |                                                                                              | Condensed consolidated statement of operations for the three and six months ended June 30, 2002 and 2001 (unaudited)                  
|                           |                                                                                              | Condensed consolidated balance sheet at June 30, 2002 (unaudited) and December 31, 2001                                               
|                           |                                                                                              | Condensed consolidated statement of cash flows for the six months ended June 30, 2002 and 2001 (unaudited)                            
|                           |                                                                                              | Condensed consolidated statement of changes in stockholders' equity for the period from December 31, 2001 to June 30, 2002 (unaudited)
|                           |                                                                                              | Notes to the condensed consolidated financial statements                                                                              
|                           | Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                                       
|                           | Item 3Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                                       
|PART II. OTHER INFORMATION |                                                                                              |                                                                                                                                       
|                           | Item 4Submission of Matters to a Vote of Security Holders                                   |                                                                                                                                       
|                           | Item 6Exhibits and Reports on Form 8-K                                                      |                                                                                                                                       

2

---



Form 10Q

Part 1Item 1  Financial Information

ALARIS MEDICAL, INC.  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)(Dollar and share amounts in thousands, except per share data)

|                                                             |                                                                               | Three Months Ended June 30, |         | Six Months Ended June 30, |        
|------------------------------------------------------------ | ----------------------------------------------------------------------------- | --------------------------- | ------- | ------------------------- | -------
|
|Sales                                                        |                                                                               | $                           | 108,520 |                           | $      
|Cost of sales                                                |                                                                               |                             | 54,390  |                           |        
|                                                             |                                                                               |                             |         |                           |        
|Gross profit                                                 |                                                                               |                             | 54,130  |                           |        
|                                                             |                                                                               |                             |         |                           |        
|Selling and marketing expenses                               |                                                                               |                             | 21,077  |                           |        
|General and administrative expenses                          |                                                                               |                             | 10,548  |                           |        
|Research and development expenses                            |                                                                               |                             | 7,580   |                           |        
|Restructuring and other non-recurring items                  |                                                                               |                             |        |                           |        
|                                                             |                                                                               |                             |         |                           |        
|                                                             | Total operating expenses                                                      |                             |         | 39,205                    |        
|                                                             |                                                                               |                             |         |                           |        
|Interest income from sales-type capital leases               |                                                                               |                             | 1,122   |                           |        
|                                                             |                                                                               |                             |         |                           |        
|                                                             | Income from operations                                                        |                             |         | 16,047                    |        
|                                                             |                                                                               |                             |         |                           |        
|Other income (expenses):                                     |                                                                               |                             |         |                           |        
|                                                             | Interest income                                                               |                             |         | 269                       |        
|                                                             | Interest expense                                                              |                             |         | (14,464                   | )      
|                                                             | Other, net                                                                    |                             |         | 193                       |        
|                                                             |                                                                               |                             |         |                           |        
|                                                             |                                                                               | Total other expense         |         |                           | (14,002
|                                                             |                                                                               |                             |         |                           |        
|Income (loss) from continuing operations before income taxes |                                                                               |                             | 2,045   |                           |        
|Provision for (benefit from) income taxes                    |                                                                               |                             | 818     |                           |        
|                                                             |                                                                               |                             |         |                           |        
|Income (loss) from continuing operations                     |                                                                               |                             | 1,227   |                           |        
|                                                             |                                                                               |                             |         |                           |        
|Discontinued operations:                                     |                                                                               |                             |         |                           |        
|                                                             | Gain on disposal of business (net of applicable income tax expense of $2,492) |                             |         |                          |        
|                                                             |                                                                               |                             |         |                           |        
|Net income (loss)                                            |                                                                               | $                           | 1,227   |                           | $      
|                                                             |                                                                               |                             |         |                           |        
|                                                             | Income (loss) per common share from continuing operations                     |                             | $       | .02                       |        
|                                                             |                                                                               |                             |         |                           |        
|                                                             | Income per common share from discontinued operations                          |                             | $       |                          |        
|                                                             |                                                                               |                             |         |                           |        
|                                                             | Net income (loss) per common share, basic and diluted                         |                             | $       | .02                       |        
|                                                             |                                                                               |                             |         |                           |        
|Weighted average common shares outstanding, basic            |                                                                               |                             | 59,347  |                           |        
|                                                             |                                                                               |                             |         |                           |        
|Weighted average common shares outstanding, diluted          |                                                                               |                             | 62,320  |                           |        
|                                                             |                                                                               |                             |         |                           |        

The accompanying notes are an integral part of these condensed consolidated financial statements

3

---



ALARIS MEDICAL, INC.  CONDENSED CONSOLIDATED BALANCE SHEET(Dollar and share amounts in thousands, except per share data)

|                                                                  |                                                                                                                                                | June 30,
2002              |         | December 31,
2001 |        
|----------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------------- | -------
|
|ASSETS                                                            |                                                                                                                                               
|Current assets:                                                   |                                                                                                                                                |                            |         |                   |        
|                                                                  | Cash and cash equivalents                                                                                                                      |                            | $       | 47,654            |        
|                                                                  | Receivables, net                                                                                                                               |                            |         | 74,035            |        
|                                                                  | Inventories                                                                                                                                    |                            |         | 65,188            |        
|                                                                  | Prepaid expenses and other current assets                                                                                                      |                            |         | 34,482            |        
|                                                                  |                                                                                                                                                |                            |         |                   |        
|                                                                  |                                                                                                                                                | Total current assets       |         |                   | 221,359
|Net investment in sales-type capital leases, less current portion |                                                                                                                                                |                            | 20,141  |                   |        
|Property, plant and equipment, net                                |                                                                                                                                                |                            | 55,758  |                   |        
|Other non-current assets                                          |                                                                                                                                                |                            | 29,695  |                   |        
|Goodwill, net                                                     |                                                                                                                                                |                            | 143,984 |                   |        
|Other intangible assets, net                                      |                                                                                                                                                |                            | 91,225  |                   |        
|                                                                  |                                                                                                                                                |                            |         |                   |        
|                                                                  |                                                                                                                                                | $                          | 562,162 |                   | $      
|                                                                  |                                                                                                                                                |                            |         |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                              |                                                                                                                                               
|Current liabilities:                                              |                                                                                                                                                |                            |         |                   |        
|                                                                  | Current portion of long-term debt                                                                                                              |                            | $       |                  |        
|                                                                  | Accounts payable                                                                                                                               |                            |         | 21,707            |        
|                                                                  | Accrued expenses and other current liabilities                                                                                                 |                            |         | 44,275            |        
|                                                                  |                                                                                                                                                |                            |         |                   |        
|                                                                  |                                                                                                                                                | Total current liabilities  |         |                   | 65,982 
|                                                                  |                                                                                                                                                |                            |         |                   |        
|Long-term debt                                                    |                                                                                                                                                |                            | 518,117 |                   |        
|Other non-current liabilities                                     |                                                                                                                                                |                            | 18,256  |                   |        
|                                                                  |                                                                                                                                                |                            |         |                   |        
|                                                                  | Total non-current liabilities                                                                                                                  |                            |         | 536,373           |        
|                                                                  |                                                                                                                                                |                            |         |                   |        
|Contingent liabilities and commitments (Note 11)                  |                                                                                                                                                |                            |         |                   |        
|Stockholders' equity:                                             |                                                                                                                                                |                            |         |                   |        
|                                                                  | Non-redeemable preferred stock, authorized 9,000 shares, issued and outstanding: none                                                          |                            |         |                  |        
|                                                                  | Common stock, authorized 75,000 shares at $.01 par value; issued 59,938 and 59,407 shares at June 30, 2002 and December 31, 2001, respectively |                            |         | 599               |        
|                                                                  | Capital in excess of par value                                                                                                                 |                            |         | 151,026           |        
|                                                                  | Accumulated deficit                                                                                                                            |                            |         | (183,507          | )      
|                                                                  | Treasury stock, at cost, 453 shares issued at June 30, 2002 and December 31, 2001                                                              |                            |         | (2,027            | )      
|                                                                  | Accumulated other comprehensive loss                                                                                                           |                            |         | (6,284            | )      
|                                                                  |                                                                                                                                                |                            |         |                   |        
|                                                                  |                                                                                                                                                | Total stockholders' equity |         |                   | (40,193
|                                                                  |                                                                                                                                                |                            |         |                   |        
|                                                                  |                                                                                                                                                | $                          | 562,162 |                   | $      
|                                                                  |                                                                                                                                                |                            |         |                   |        

The accompanying notes are an integral part of these condensed consolidated financial statements

4

---



ALARIS MEDICAL, INC.  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)(Dollars in thousands)

|                                                    |                                                                    | Six Months Ended June 30,                                                                |                                                      
|--------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------------------------------------------- | -----------------------------------------------------
|
|Cash flows from operating activities:               |                                                                    |                                                                                          |                                                      
|                                                    | Net income (loss)                                                  |                                                                                          | $                                                    
|                                                    |                                                                    | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                      
|                                                    |                                                                    |                                                                                          | Depreciation and amortization                        
|                                                    |                                                                    |                                                                                          | Stock options granted to non-employees for services  
|                                                    |                                                                    |                                                                                          | Net loss on disposal of property, plant and equipment
|                                                    |                                                                    |                                                                                          | Debt discount and issue costs amortization           
|                                                    |                                                                    |                                                                                          | Accretion of bond and paid-in-kind interest          
|                                                    |                                                                    |                                                                                          | Gain on sale of Instromedix                          
|                                                    |                                                                    |                                                                                          | (Increase) decrease in assets:                       
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          | Increase (decrease) in liabilities:                  
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|                                                    | Net cash provided by operating activities                          |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|Cash flows from investing activities:               |                                                                    |                                                                                          |                                                      
|                                                    | Net capital expenditures                                           |                                                                                          |                                                      
|                                                    | Payments for product licenses and distribution rights              |                                                                                          |                                                      
|                                                    | Patents, trademarks and other                                      |                                                                                          |                                                      
|                                                    | Net proceeds from sale of discontinued business                    |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|Net cash (used in) provided by investing activities |                                                                    |                                                                                          | (7,082                                               
|                                                    |                                                                    |                                                                                          |                                                      
|Cash flows from financing activities:               |                                                                    |                                                                                          |                                                      
|                                                    | Principal payments on long-term debt and capital lease obligations |                                                                                          |                                                      
|                                                    | Proceeds from exercise of stock options                            |                                                                                          |                                                      
|                                                    | Deferred financing costs                                           |                                                                                          |                                                      
|                                                    |                                                                    |                                                                                          |                                                      
|Net cash used in financing activities               |                                                                    |                                                                                          | (14,422                                              
|                                                    |                                                                    |                                                                                          |                                                      
|Effect of exchange rate changes on cash             |                                                                    |                                                                                          | 416                                                  
|                                                    |                                                                    |                                                                                          |                                                      
|Net (decrease) increase in cash                     |                                                                    |                                                                                          | (3,546                                               
|Cash and cash equivalents at beginning of period    |                                                                    |                                                                                          | 51,200                                               
|                                                    |                                                                    |                                                                                          |                                                      
|Cash and cash equivalents at end of period          |                                                                    | $                                                                                        | 47,654                                               
|                                                    |                                                                    |                                                                                          |                                                      

The accompanying notes are an integral part of these condensed consolidated financial statements

5

---



ALARIS MEDICAL, INC.  CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN  STOCKHOLDERS' EQUITY (Unaudited)(Dollar and share amounts in thousands)

|                                                                                        |                                                     | Common Stock |  |   |     |  |   | Treasury Stock |  |   |          |       |     |  |  
|--------------------------------------------------------------------------------------- | --------------------------------------------------- | ------------ |  | - | --- |  | - | -------------- |  | - | -------- | ----- | --- |  | -
|
|
|Balance at December 31, 2001                                                            |                                                     | 59,407       |  | $ | 594 |  | $ | 149,325        |  | $ | (185,588 | )     | 453 |  | $
|Comprehensive income:                                                                   |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|                                                                                        | Net income for the period                           |              |  |   |     |  |   |                |  |   |          | 2,081 |     |  |  
|                                                                                        | Equity adjustment from foreign currency translation |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|Effects of cash flow hedges included in other comprehensive income (net of tax of $116) |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|                                                                                        |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|Comprehensive income                                                                    |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|                                                                                        |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|Stock options granted to non-employees for services                                     |                                                     |              |  |   |     |  |   | 100            |  |   |          |       |     |  |  
|Exercise of stock options                                                               |                                                     | 531          |  |   | 5   |  |   | 1,542          |  |   |          |       |     |  |  
|Tax benefit from exercise of stock options                                              |                                                     |              |  |   |     |  |   | 59             |  |   |          |       |     |  |  
|                                                                                        |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  
|Balance at June 30, 2002                                                                |                                                     | 59,938       |  | $ | 599 |  | $ | 151,026        |  | $ | (183,507 | )     | 453 |  | $
|                                                                                        |                                                     |              |  |   |     |  |   |                |  |   |          |       |     |  |  

The accompanying notes are an integral part of these condensed consolidated financial statements

6

---



ALARIS MEDICAL, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Dollars and share amounts in thousands, except per share data)

NOTE 1BUSINESS AND STATEMENT OF ACCOUNTING POLICY

The Company:

ALARIS Medical, Inc. ("ALARIS Medical") was originally incorporated under the name "Advanced Medical Technologies, Inc." on September 28,
1988. ALARIS Medical is a holding company for its operating subsidiary, ALARIS Medical Systems, Inc. ("ALARIS Medical Systems"), which was formed by the merger of two pioneers in infusion
systems, IMED Corporation (then an ALARIS Medical subsidiary) and IVAC Medical Systems, Inc., on November 26, 1996. ALARIS Medical and its subsidiaries are collectively referred to as
the "Company" or "ALARIS."

Statement of accounting policy:

The accompanying financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations, although the Company believes that the disclosures herein are adequate to make the information not misleading.

In
the opinion of the Company, the accompanying financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company's
financial
position as of June 30, 2002, the results of its operations for the three and six months ended June 30, 2002 and 2001, and its cash flows for the six months ended June 30, 2002
and 2001.

Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of revenues, costs and expenses, assets, liabilities and related disclosure of contingent amounts. While we believe our estimates and assumptions are reasonable, the
inherent nature of estimates is that actual results will likely be different from the estimates made.

Reclassifications:

Certain prior period amounts have been reclassified to conform to the current period presentation.

Shipping and handling fees and costs:

The Company records costs for shipping and handling revenue for customer sales as a selling and marketing expense. Shipping and handling costs for customer sales
for the three and six months ended June 30, 2002 were $1,917 and $3,790, respectively. Shipping and handling costs for customer sales for the three and six months ended June 30, 2001,
were $2,474 and $4,454, respectively.

NOTE 2GOODWILL AND OTHER INTANGIBLE ASSETSADOPTION OF FASB STATEMENTS 141 AND 142

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142,Goodwill and Intangible
Assets("FAS 142") and No. 141,Business Combinations("FAS 141"), which were issued by the Financial
Accounting Standards Board in July 2001. Under FAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually (or more

7

---

frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives (but with no
maximum life). FAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method and eliminates the
pooling-of-interests-method of accounting. Intangible assets that do not meet certain defined criteria in FAS 141 for recognition apart from goodwill shall be
reclassified as goodwill as of the date FAS 142 is initially applied in its entirety. As required by FAS 142,
the Company has completed an assessment of the categorization of its existing intangible assets and goodwill in accordance with the new criteria and has reported them appropriately on the condensed
consolidated balance sheet. In accordance with FAS 141, the Company reclassified its workforce, net of its related deferred tax liability, as goodwill. The Company performed a transitional
goodwill impairment test and determined the asset not to be impaired.

Upon
adoption of FAS 142, the Company determined that intangible assets related to the "IVAC" tradename and trademarks had an indefinite life and in accordance with
FAS 142, should not be amortized as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting units. As of
June 30, 2002, there was no impairment loss associated with such indefinite-lived intangible assets as their fair value exceeds the carrying amount.

Intangible
assets with finite lives will continue to be amortized over the expected economic lives of the intangible assets. The Company reassessed the useful lives of its intangible
assets and determined no change in useful lives to be required for its finite-lived assets.

Under
these standards, the Company ceased amortizing goodwill totaling $143,984, including $2,714 ($4,523 before tax effect) of its workforce previously classified as an other intangible
asset, and trademarks totaling $74,750 as of January 1, 2002. Adoption of the new standards resulted in not recognizing $2,316 and $4,632 in amortization expense for the three and six months
ended June 30, 2002, respectively, that would have been recognized had the previous standards been in effect.

8

---

The
following table presents the impact of FAS 141 and FAS 142 on income from operations, net (loss) income and loss per share, as if they had been in effect for the three
and six months ended June 30, 2001.

|                                                                                |                                                                              | Three Months Ended June 30, 2001 |        | Six Months Ended June 30, 2001 |  
|------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | -------------------------------- | ------ | ------------------------------ | -
|Income from operations, as reported                                             |                                                                              | $                                | 9,245  |                                | $
|                                                                                | Goodwill amortization                                                        |                                  |        | 1,440                          |  
|                                                                                | Workforce amortization                                                       |                                  |        | 126                            |  
|                                                                                | Tradename and trademark amortization                                         |                                  |        | 750                            |  
|                                                                                |                                                                              |                                  |        |                                |  
|Pro forma operating income                                                      |                                                                              | $                                | 11,561 |                                | $
|                                                                                |                                                                              |                                  |        |                                |  
|Loss from continuing operations, as reported                                    |                                                                              | $                                | (4,362 | )                              | $
|                                                                                | Goodwill amortization                                                        |                                  |        | 1,440                          |  
|                                                                                | Workforce amortization                                                       |                                  |        | 126                            |  
|                                                                                | Tradename and trademark amortization                                         |                                  |        | 750                            |  
|                                                                                | Tax effect                                                                   |                                  |        | (350                           | )
|                                                                                |                                                                              |                                  |        |                                |  
|Pro forma loss from continuing operations                                       |                                                                              | $                                | (2,396 | )                              | $
|                                                                                |                                                                              |                                  |        |                                |  
|Net loss, as reported                                                           |                                                                              | $                                | (4,362 | )                              | $
|                                                                                | Goodwill amortization                                                        |                                  |        | 1,440                          |  
|                                                                                | Workforce amortization                                                       |                                  |        | 126                            |  
|                                                                                | Tradename and trademark amortization                                         |                                  |        | 750                            |  
|                                                                                | Tax effect                                                                   |                                  |        | (350                           | )
|                                                                                |                                                                              |                                  |        |                                |  
|Pro forma net loss                                                              |                                                                              | $                                | (2,396 | )                              | $
|                                                                                |                                                                              |                                  |        |                                |  
|Basic and diluted loss per common share from continuing operations, as reported |                                                                              | $                                | (.07   | )                              | $
|                                                                                | Aggregated change in amortization, net of tax                                |                                  |        | .03                            |  
|                                                                                |                                                                              |                                  |        |                                |  
|                                                                                | Pro forma basic and diluted loss per common share from continuing operations |                                  | $      | (.04                           | )
|                                                                                |                                                                              |                                  |        |                                |  
|Basic and diluted net loss per common share, as reported                        |                                                                              | $                                | (.07   | )                              | $
|                                                                                | Aggregated change in amortization, net of tax                                |                                  |        | .03                            |  
|                                                                                |                                                                              |                                  |        |                                |  
|                                                                                | Pro forma basic and diluted net loss per common share                        |                                  | $      | (.04                           | )
|                                                                                |                                                                              |                                  |        |                                |  

Acquired
other intangible assets were as follows:

|                                                                |                                                                 | June 30, 2002 |        | December 31, 2001
|--------------------------------------------------------------- | --------------------------------------------------------------- | ------------- | ------ | -----------------
|
|Patents                                                         |                                                                 | $             | 28,946 |                  
|Distribution rights and license agreements                      |                                                                 |               | 8,578  |                  
|                                                                |                                                                 |               |        |                  
|                                                                | Subtotal other intangible assets, net (subject to amortization) |               |        | 37,524           
|                                                                |                                                                 |               |        |                  
|Acquired other intangible assets (not subject to amortization): |                                                                 |               |        |                  
|IVAC tradename and trademarks                                   |                                                                 |               | 90,000 |                  
|                                                                |                                                                 |               |        |                  
|                                                                | Other intangible assets, net                                    |               | $      | 127,524          
|                                                                |                                                                 |               |        |                  

9

---

For
the quarter ended June 30, 2002 and 2001, amortization expense for other intangible assets, net was $580 and $1,341, respectively. For the six months ended June 30,
2002 and 2001, amortization expense for other intangible assets, net was $1,169 and $2,680, respectively. The estimated future annual amortization expense for other intangible assets, net is as
follows:

Fiscal Year2002(A)

$
1,1822003


2,2192004


2,1822005


2,1822006


2,1302007


1,774


---

NOTE 3DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Foreign currency:

As of June 30, 2002, the Company's only derivatives in place were forward contracts valued at negative $111 and designated as hedges of anticipated cash
flows in various foreign currencies and foreign currency option contracts valued at $177 to hedge anticipated transactions (primarily the Euro).

As
part of the Company's risk management strategy, management put in place a hedging program beginning in 2001 under which the Company enters into forward foreign exchange and currency
option contracts to hedge a portion of forecasted cash receipts and payments denominated in currencies other than the U.S. dollar. These contracts are entered into to reduce the risk that the
Company's earnings and cashflows resulting from certain forecasted transactions will be affected by changes in foreign currency exchange rates. However, the Company may be impacted by changes in
foreign exchange rates related to the unhedged portion of the forecasted transactions. The success of the hedging program depends, in part, on forecasts of Company transactions in various currencies
(primarily the Euro). Hedges are placed for periods consistent with identified exposures, but generally no longer than the end of the year for which we have substantially completed our annual business
plan. The Company may experience unanticipated foreign currency exchange gains or losses to the extent that there are timing differences between forecasted and actual activity during periods of
currency volatility. However, since the critical terms of contracts designated as cash flow hedges are the same as the underlying forecasted transaction, changes in fair value of contracts should be
highly effective in offsetting the change in value of the expected cash flows from the forecasted transaction. The ineffective portion of any changes in the fair value of option contracts designated
as hedges is recognized immediately in earnings. The Company did not recognize material gains or losses resulting from either hedge ineffectiveness or changes in forecasted transactions during the
first half of 2002.

The
effective portion of any changes in the fair value of the derivative instruments, designated as cashflow hedges, is recorded in other comprehensive income (OCI) until the hedged
forecasted transaction occurs. Once the forecasted transaction occurs, the effective portion of any related gains or losses on the cash flow hedge is reclassified from OCI to earnings. In the event
the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the effective portion of any gain or loss on the related cashflow hedge would be reclassified from OCI
to earnings at that time.

For
the three and six months ended June 30, 2002, the Company recognized net charges related to the designated cashflow hedges of forecasted transactions in the amounts of $136
and $198, respectively, in other expense, which consisted entirely of premium costs for option contacts. At June 30, 2002, $435 ($261 after tax) was included in accumulated other comprehensive
loss. This

10

---

represents the remaining option premium costs net of the market value of the open option contracts that are used as cash flow hedges. This loss is expected to be charged to earnings over the next six
months as the hedged transactions occur.

In
addition to forecasted cashflow transactions, the Company hedges the majority of its net recognized foreign currency transactional exposures with forward foreign exchange contracts to
reduce the risk that the Company's earnings and cashflows will be affected by changes in foreign currency exchange rates. These derivative instruments do not subject the Company's earnings or cash
flows to material risk due to exchange rate movements because gains and losses on these contracts offset losses and gains on the assets and liabilities being hedged. These forward foreign exchange
contracts are generally entered into for periods of one to six months. The loss on forward foreign exchange contracts for the six months ended June 30, 2002 was $1,247 and is included in other
expense. This loss was substantially offset by unrealized gains on the underlying assets hedged. For the six months ended June 30, 2002, the net charge to other income and expense for all
foreign exchange transactions, realized and unrealized, was $30.

NOTE 4SALE OF INSTROMEDIX

On August 31, 2000, pursuant to an Asset Purchase Agreement dated as of August 17, 2000, the Company sold the assets and certain liabilities of its
Instromedix division to Card Guard Technologies, Inc. ("Buyer") for $30,000 in cash (the "Sale").

11

---

The Asset Purchase Agreement and the other agreements executed in connection with the Sale required the Company to assist Buyer in setting up a fully independent headquarters and
manufacturing facility in San Diego, California. Pursuant to these agreements, $5,000 of the $30,000 purchase price was placed in escrow. The Company received such escrowed amount, after certain
offsets, upon completion of its obligations under the agreements in the first quarter of 2001 and recognized a gain. The total after-tax gain recorded related to the Sale was $5,576, with
$3,737, or $.06 per share, recorded during 2001 and $1,839, or $.03 per share recorded in 2000.

NOTE 5INVENTORIES

Inventories
comprise the following:

June 30, 2002

December 31, 2001Raw materials

$
39,298

$
40,546Work-in-process


4,852


4,993Finished goods


21,038


23,869$
65,188

$
69,408


NOTE 6LONG-TERM DEBT

Convertible Debentures:

ALARIS Medical's 71/4% convertible subordinated debentures ("Convertible Debentures") were retired at their scheduled maturity on
January 15, 2002.

The
indentures governing the 115/8% senior secured notes and the 93/4% senior subordinated notes permit ALARIS Medical Systems to use $15,000 of its cash on
hand to invest in a wholly owned unrestricted subsidiary. ALARIS Medical Systems made such investment and the unrestricted subsidiary used a portion of the proceeds of such investment to acquire $183
in principal amount of the Convertible Debentures at an approximate 1% discount in the open market in 2001. In 2002, the remaining $14,812 was loaned to ALARIS Medical, which used the proceeds of such
loan and proceeds from the exercise of stock options to retire the $15,969 of Convertible Debentures. A portion of the stock option exercise proceeds resulted from the exercise by some of our
executive officers of stock options. In connection with the exercise, three of our executive officers received interest-bearing, short-term loans, aggregating $620, from ALARIS Medical
Systems. These loans were subsequently repaid in full. ALARIS Medical was entitled to require such executive officers to exercise such options in order to provide ALARIS Medical with sufficient funds
to retire the Convertible Debentures. Such options were granted to these executive officers in anticipation of ALARIS Medical's need to require such exercise in order to complete the retirement of the
Convertible Debentures.

NOTE 7EARNINGS PER SHARE

Basic net earnings (loss) per common share have been computed using the weighted-average number of shares of common stock outstanding. Diluted net earnings (loss)
per share is computed using the weighted-average number of common stock outstanding during the period increased to include dilutive potential common shares that were outstanding during the period.
Diluted earnings (loss) per share from discontinued operations and total diluted earnings (loss) per share are calculated using the weighted average shares for continuing operations earnings (loss)
per share. For the quarter ended June 30, 2002, both basic and diluted earnings per share were $.02, using weighted average common shares of 59,347 and 62,320, respectively. For the six months
ended June 30, 2002, both basic and diluted earnings per share were $.03, using weighted average common shares of 59,270 and 61,519, respectively. Weighted average common shares used in the
calculation of diluted earnings per share for

12

---

the three and six months ended June 30, 2002, includes common stock equivalents of 2,973 and 2,249, respectively. As the Company experienced a net loss from continuing operations for the three
and six months ended June 30, 2001, basic and diluted net loss per share are the same. If the Company had earnings from continuing operations for the three and six months ended June 30,
2001, common stock
equivalents of 366 and 323, respectively would have been added to the weighted average shares outstanding.For the quarter ended June 30, 2002
and 2001, options to purchase 211 and 6,198 shares of common stock, respectively, were excluded from the calculation of common stock equivalents because the options have an exercise price greater than
or equal to the average market value of ALARIS Medical's common stock during the period. For the three months ended June 30, 2002 and 2001, the average market value was $4.77 and $1.27,
respectively. For the six months ended June 30, 2002 and 2001, options to purchase 380 and 6,600 shares of common stock, respectively were excluded from the calculation of common stock
equivalents. For the six months ended June 30, 2002 and 2001, the average market value was $3.86 and $1.33, respectively.

Shares
issuable upon the assumed conversion of ALARIS Medical's 71/4% convertible subordinated debentures were not included in the calculation of diluted earnings per
share for the three and six months ended June 30, 2001 as the impact would have been anti-dilutive. The $16,152 of such Convertible Debentures outstanding at June 30, 2001,
if converted at an exercise price of $18.14 per share, would have resulted in an increase of 890 common shares and an increase of $176 and $352, net of taxes, to net income, due to the reduction in
interest expense.

NOTE 8SEGMENT INFORMATION

The Company's segment performance is based on results of two geographical business segments within the same line of businessNorth America and
International.

The
Company is organized primarily based on geographic location with the United States and Canada drug infusion and patient monitoring business, and Mexico manufacturing activities,
representing the North America segment. All other international operations, including Europe, Asia, Australia and Latin America, represent the International segment.

The
accounting policies of the segments are the same as those described in the consolidated financial statements. The geographical data does not include intersegment revenues. All
expenses associated with the corporate headquarters appear in the North America business unit. The Company evaluates the performance of its segments based on operating income and adjusted earnings
before interest, taxes, depreciation, and amortization (EBITDA). Adjusted EBITDA represents income from operations before restructuring, other non-recurring items, depreciation and
amortization. Adjusted EBITDA does not represent net income or cash flows from operations, as these terms are defined under generally accepted accounting principles, and should not be considered as an
alternative to net income as an indicator of the Company's operating performance or to cash flows as a measure of liquidity.

13

---

The
table below presents information about reported segments for the:

Three
months ended June 30,

|     |                  | North
America |   | International |  | Total
|---- | ---------------- | ------------- | - | ------------- |  | -----
|2002 |                  |               |   |               |  |      
|     | Sales            |               | $ | 77,459        |  | $    
|     | Operating income |               |   | 9,404         |  |      
|     | Adjusted EBITDA  |               |   | 13,345        |  |      
|2001 |                  |               |   |               |  |      
|     | Sales            |               | $ | 68,775        |  | $    
|     | Operating income |               |   | 4,379         |  |      
|     | Adjusted EBITDA  |               |   | 11,727        |  |      

Reconciliation
of total segment adjusted EBITDA to consolidated income (loss) from continuing operations before income taxes:

|                |                                               | 2002                                                                      |   | 2001    |      
|--------------- | --------------------------------------------- | ------------------------------------------------------------------------- | - | ------- | -----
|Adjusted EBITDA |                                               |                                                                           |   |         |      
|                | Total adjusted EBITDA                         |                                                                           | $ | 21,700  |      
|                | Depreciation and amortization                 |                                                                           |   | (5,653  | )    
|                | Interest, net                                 |                                                                           |   | (14,195 | )    
|                | Restructuring and other non-recurring charges |                                                                           |   |        |      
|                | Other reconciling items                       |                                                                           |   | 193     |      
|                |                                               |                                                                           |   |         |      
|                |                                               | Consolidated income (loss) from continuing operations before income taxes |   | $       | 2,045
|                |                                               |                                                                           |   |         |      

Six
months ended June 30,

|     |                  | North
America |   | International |  | Total
|---- | ---------------- | ------------- | - | ------------- |  | -----
|2002 |                  |               |   |               |  |      
|     | Sales            |               | $ | 146,905       |  | $    
|     | Operating income |               |   | 17,945        |  |      
|     | Adjusted EBITDA  |               |   | 24,768        |  |      
|2001 |                  |               |   |               |  |      
|     | Sales            |               | $ | 132,988       |  | $    
|     | Operating income |               |   | 2,520         |  |      
|     | Adjusted EBITDA  |               |   | 21,552        |  |      

14

---

Reconciliation
of total segment adjusted EBITDA to consolidated income (loss) from continuing operations before income taxes:

|                |                                             | 2002                                                                      |   | 2001    |      
|--------------- | ------------------------------------------- | ------------------------------------------------------------------------- | - | ------- | -----
|Adjusted EBITDA |                                             |                                                                           |   |         |      
|                | Total adjusted EBITDA                       |                                                                           | $ | 42,959  |      
|                | Depreciation and amortization               |                                                                           |   | (11,365 | )    
|                | Interest, net                               |                                                                           |   | (28,409 | )    
|                | Restructuring and other non-recurring items |                                                                           |   | 585     |      
|                | Other reconciling items                     |                                                                           |   | (301    | )    
|                |                                             |                                                                           |   |         |      
|                |                                             | Consolidated income (loss) from continuing operations before income taxes |   | $       | 3,469
|                |                                             |                                                                           |   |         |      

NOTE 9CASH FLOW INFORMATION

For the six months ended June 30, 2002, Federal, state and foreign income taxes paid, net of tax refunds, totaled $3,827. For the six months ended
June 30, 2001, Federal, state and foreign income taxes paid, net of tax refunds, resulted in a cash inflow of $2,545. Interest paid during the six months ended June 30, 2002 and 2001
totaled $21,706 and $17,556, respectively.

NOTE 10RESTRUCTURING AND OTHER NON-RECURRING ITEMS

The Company did not record restructuring or non-recurring items during the second quarter of 2002. During the first quarter of 2002, the Company
recorded a non-recurring benefit of $1,125 for an insurance settlement. The settlement related to damages and losses incurred at one of the Company's disposable products manufacturing
plants in Mexico in 1993 as a result of flooding. The contingency related to the insurance settlement was resolved in the first quarter of 2002, when the Company received proceeds of $1,020 during the
quarter and notification of an additional payment due of $105, which was received during April 2002.

During
the first quarter of 2002, the Company initiated a plan to restructure its Central European technical services. In this connection, the Company recorded a charge of $540, which
included $400 of severance costs for 21 positions affected by the relocation of the German operation and $140 related to lease termination. As of June 30, 2002, approximately $68 of severance
costs has been paid to 13 employees. The restructuring is anticipated to be completed during the third quarter of 2002.

Restructuring
and other non-recurring charges of $6,899 during the first six months of 2001 included $3,520 of legal, advisory and consultant expenses related to obtaining an
amendment to the ALARIS Medical Systems' bank credit agreement. This amendment was completed in April 2001. The Company also recorded $3,379 in restructuring and other non-recurring
charges during the first half of 2001. These activities related to streamlining of operations in the North American business and resulted in the elimination of 71 positions. The restructuring and
other non-recurring charges in the first six months of 2001 were composed of severance and related benefits of $2,879 and consulting fees of approximately $500. Adjusted EBITDA for the
first half of 2002 and 2001 excludes the non-recurring items.

NOTE 11CONTINGENCIES AND LITIGATION

Litigation

On December 5, 2000, the Company filed a lawsuit in the United States District Court for the Southern District of California against
Filtertek, Inc., seeking a declaration that the Company's own needle-free system does not infringe a Filtertek patent relating to a Filtertek needle-free device as well
as seeking unspecified damages and equitable relief from Filtertek, for infringement of a patent relating

15

---

to a needle-free system licensed to the Company on an exclusive basis by Medex, Inc. On March 9, 2001, Filtertek filed a lawsuit in the United States District Court for the
Northern District of Illinois seeking unspecified damages and equitable relief from the Company claiming that the Company's needle-free system infringes the Filtertek patent and seeking,
as well, a declaration, against Medex only, that Filtertek's needle-free device does not infringe the needle-free system patent licensed to the Company by Medex. The Company
subsequently withdrew its claim for damages and equitable relief relating to the Medex patent. As a result of motions made by the parties, the California action was transferred to the Illinois court.
The Illinois court granted the Company's motion to bifurcate discovery related to liability and damages. Discovery relating to liability recently ended, while discovery relating to damages is
currently abated. The Court appointed a Special Master to conduct a claims construction hearing. The Special Master has made recommendations to the Court on the construction of the single claim of the
patent which is at issue and the Court is currently considering those recommendations.

The
Company believes that it has meritorious defenses to all of Filtertek's claims and it intends to defend itself vigorously. The Company has offered to submit to mediation or
arbitration to expedite the resolution of this case, but the Company and Filtertek have not reached agreement to do so. Based on the evidence to date, the Company intends to move for a summary
adjudication of the claims. If that does not resolve all claims, the Company will press for a prompt trial of the remaining claims. There can be no assurance that the Company's defenses will defeat
all of Filtertek's claims and the failure to do so could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

United States Customs Service Matter

During the years 1988 through 1995, Cal Pacifico acted as the Company's United States customs broker and importer of record with respect to the importation into
the United States of finished products assembled at the Company's two maquiladora assembly plants in Tijuana, Mexico. Cal Pacifico received a pre-penalty notice of intent from the United
States Customs Service ("Customs") to assess additional duties and penalties against Cal Pacifico for its alleged failure to comply with certain documentary requirements regarding the importation of
goods on behalf of its clients, including the Company. The Company believes that it is unlikely that Customs will assess any portion of the disputed amounts against the Company. Customs has not
initiated any proceedings against the Company in respect of such matters. Nonetheless, Cal Pacifico advised the Company that it may seek recovery from the Company, through arbitration, for any portion
of the disputed amounts which it is required to pay to Customs. The ultimate outcome of such proceeding cannot be predicted, nor is the Company able to estimate the possible loss resulting from such
proceeding, should one occur. The Company believes that it has meritorious defenses to claims Cal Pacifico might raise against the Company. Although
management does not believe it is probable that the Cal Pacifico dispute will result in a material claim against the Company, it will continue to monitor the matter.

Other

The Company is also a defendant in various actions, claims, and legal proceedings arising from its normal business operations. Management believes they have
meritorious defenses and intends to vigorously defend against all allegations and claims. As the ultimate outcome of these matters is uncertain, no contingent liabilities or provisions have been
recorded in the accompanying financial statements for such matters. However, in management's opinion, based on discussions with legal counsel, liabilities arising from such matters, if any, will not
have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

16

---



Part IItem 2  Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this report, including, without limitation, matters discussed under Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Certain of these
forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans,"
"estimates," or "anticipates" or the negative of these terms or other comparable terminology, or by discussions of strategy, plans or intentions. Statements contained in this report that are not
historical facts are forward-looking statements. Without limiting the generality of the preceding statement, all statements in this report concerning or relating to estimated and projected earnings,
margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, through our senior management, from time to time we make forward-looking
statements concerning our expected future operations and performance and other developments. Such forward-looking statements are necessarily estimates reflecting our best judgment based upon current
information and involve a number of risks and uncertainties. Other factors may affect the accuracy of these forward-looking statements and our actual results may differ materially from the results
anticipated in these forward-looking statements. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include,
but are not limited to, those factors or conditions described under Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report and under Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and Estimates" and "Factors That Could Affect Future Financial Condition
and Results" in our Annual Report on Form 10-K for the year ended December 31, 2001, and general conditions in the economy and capital markets.

Overview

We develop practical solutions for medication safety at the point of care. We design, manufacture and market intravenous (IV) medication delivery and
infusion therapy devices, needle-free disposables and
patient monitoring equipment. Our "smart" technology, tools and services are designed to reduce the risks and costs of medication errors, and safeguard patients and clinicians. We provide our
products, professional and technical support and training services to over 5,000 hospital and health care systems, as well as alternative care sites in more than 120 countries through a worldwide
direct sales force and distributors. We have one of the largest installed bases of large volume pump delivery lines in the United States hospital market, representing approximately 32% of such
installed lines. We also believe that we have the number one or number two market position in the large volume pump segment or the syringe pump segment, or both segments, in Belgium, France, Italy,
The Netherlands, Norway, Spain, Sweden, the United Kingdom, Australia, Canada, New Zealand and South Africa. In addition, we are a leading provider of patient monitoring products that measure and
monitor temperature, with a substantial installed base of hospital thermometry systems in the United States. We also provide products which measure and monitor pulse, pulse oximetry, blood pressure
and depth of consciousness during anesthesia.

ALARIS
Medical is a holding company for ALARIS Medical Systems. ALARIS Medical also identifies and evaluates potential acquisitions and investments, and performs various corporate
functions. As a holding company, ALARIS Medical currently has no revenues to fund its operating and interest expense and relies on its existing cash and cash generated from operations of ALARIS
Medical Systems to meet its obligations.

17

---

Critical Accounting Policies and Estimates

Our discussion and analysis of our operating results and financial condition is based upon our condensed consolidated financial statements, which have been
prepared in accordance with United States generally accepted accounting principles.

Critical
accounting policies are those that involve subjective or complex judgments, often as a result of the need to make estimates. The following areas all require the use of judgments
and estimates: inventory valuation, allowances for uncollectible accounts receivable and estimated rebates, cost of field corrective actions, deferred tax asset valuation and carrying value of
intangible assets. Estimates in each of these areas are based on historical experience and various judgments and assumptions that we believe are appropriate. Actual results may differ from these
estimates. Our accounting practices are discussed in more detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and note 2 to our consolidated
financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2001.

Results of Operations

The following table sets forth, for the periods indicated, selected financial information expressed as a percentage of sales. Beginning January 1, 2002, in
accordance with new accounting standards, goodwill and certain other intangibles are no longer amortized. As required by FAS 142, prior year data in the following tables has not been restated
and, therefore, contains amortization expense that is

18

---

not included in current year information. (See note 2 to the condensed consolidated financial statements.)

|                                                                  |                 | Three Months
Ended June 30, |      | Six Months
Ended June 30, |     
|----------------------------------------------------------------- | --------------- | --------------------------- | ---- | ------------------------- | ----
|
|Sales                                                             |                 | 100.0                       | %    | 100.0                     | %   
|Cost of sales                                                     |                 | 50.1                        |      | 50.7                      |     
|                                                                  |                 |                             |      |                           |     
|Gross margin                                                      |                 | 49.9                        |      | 49.3                      |     
|Selling and marketing expenses                                    |                 | 19.4                        |      | 20.0                      |     
|General and administrative expenses                               |                 | 9.7                         |      | 13.1                      |     
|Research and development expenses                                 |                 | 7.0                         |      | 7.0                       |     
|Restructuring and other non-recurring items                       |                 |                            |      | 1.2                       |     
|Interest income from sales-type capital leases                    |                 | 1.0                         |      | 1.4                       |     
|                                                                  |                 |                             |      |                           |     
|Income from operations                                            |                 | 14.8                        |      | 9.4                       |     
|Interest expense, net                                             |                 | (13.1                       | )    | (14.9                     | )   
|Other, net                                                        |                 | 0.2                         |      | (0.2                      | )   
|                                                                  |                 |                             |      |                           |     
|Income (loss) from continuing operations before income taxes      |                 | 1.9                         |      | (5.7                      | )   
|Provision for (benefit from) income taxes                         |                 | 0.8                         |      | (1.3                      | )   
|                                                                  |                 |                             |      |                           |     
|Income (loss) from continuing operations                          |                 | 1.1                         |      | (4.4                      | )   
|Gain on disposal of discontinued operations (net of income taxes) |                 |                            |      |                          |     
|                                                                  |                 |                             |      |                           |     
|Net income (loss)                                                 |                 | 1.1                         | %    | (4.4                      | )%  
|                                                                  |                 |                             |      |                           |     
|Other Data:                                                       |                 |                             |      |                           |     
|                                                                  | Adjusted EBITDA |                             | 20.0 | %                         | 18.6

|                                            |  | Three Months Ended
June 30, |         | Six Months Ended
June 30, |  
|------------------------------------------- |  | --------------------------- | ------- | ------------------------- | -
|
|Adjusted EBITDA(1)                          |  | $                           | 21,700  |                           | $
|Restructuring and other non-recurring items |  |                             |        |                           |  
|Depreciation and amortization(2)            |  |                             | (5,653  | )                         |  
|Interest income                             |  |                             | 269     |                           |  
|Interest expense                            |  |                             | (14,464 | )                         |  
|Other, net                                  |  |                             | 193     |                           |  
|(Provision for) benefit from income taxes   |  |                             | (818    | )                         |  
|                                            |  |                             |         |                           |  
|Income (loss) from continuing operations    |  | $                           | 1,227   |                           | $
|                                            |  |                             |         |                           |  

---

19

---



Our
sales results are reported consistent with our two geographical business units: North America and International. The following table summarizes sales to customers by each
geographical business unit.

|                              |                                   | Three Months Ended
June 30, |       | Six Months Ended
June 30,
|----------------------------- | --------------------------------- | --------------------------- | ----- | -------------------------
|
|
|North America business unit   |                                   |                             |       |                          
|Infusion instruments          |                                   | $                           | 18.3  |                          
|Dedicated disposables         |                                   |                             | 34.6  |                          
|Other disposables and service |                                   |                             | 18.0  |                          
|                              |                                   |                             |       |                          
|                              | Subtotal                          |                             |       | 70.9                     
|                              |                                   |                             |       |                          
|Patient monitoring            |                                   |                             | 6.6   |                          
|                              |                                   |                             |       |                          
|                              | North America business unit total |                             | $     | 77.5                     
|                              |                                   |                             |       |                          
|International business unit   |                                   |                             |       |                          
|Infusion instruments          |                                   | $                           | 7.4   |                          
|Dedicated disposables         |                                   |                             | 17.5  |                          
|Other disposables and service |                                   |                             | 4.5   |                          
|                              |                                   |                             |       |                          
|                              | Subtotal                          |                             |       | 29.4                     
|                              |                                   |                             |       |                          
|Patient monitoring            |                                   |                             | 1.6   |                          
|                              |                                   |                             |       |                          
|                              | International business unit total |                             | $     | 31.0                     
|                              |                                   |                             |       |                          
|ALARIS Medical, Inc. total    |                                   | $                           | 108.5 |                          
|                              |                                   |                             |       |                          

Three Months Ended June 30, 2002 Compared with Three Months Ended June 30, 2001

Sales

Sales increased $10.0 million, an increase of 10% (also 10% in constant currency as the favorable foreign currency benefit of a weaker U.S. dollar was less
than 1% of consolidated sales) for the quarter ended June 30, 2002 compared with the same quarter last year. North America sales were $77.5 million, an increase of $8.7 million,
or 13%, compared with the second quarter of 2001. The increase was primarily due to higher volumes of drug infusion instruments and disposable administration sets. The increase in drug infusion
instruments was primarily from sales of our new MEDLEY Medication Safety System of $6.2 million, which product was not sold during the second quarter of 2001. International sales
were $31.0 million, an increase of 5% (3% in constant currency). The increase was primarily due to increased volume of drug infusion syringe pumps and non-dedicated disposable
administration sets compared with the same period in the prior year.

Gross Profit

Gross profit increased $5.6 million, or 11%, during the quarter ended June 30, 2002, compared with the same quarter last year. The gross margin
percentage increased to 49.9% in the second quarter of 2002, from 49.3% in the second quarter of 2001. The improved margin percentage was due to

20

---

increased volume of disposables (which have higher margins than instruments) and to lower product costs resulting from continuing manufacturing efficiencies and improvements, including the benefits
from higher production volumes and related favorable utilization.

Selling and Marketing Expenses

Selling and marketing expenses increased $1.4 million, or 7%, during the quarter ended June 30, 2002, compared with the same period in 2001 as a
result of higher sales volume in the second quarter of 2002 compared with the prior year, as well as higher sales and marketing costs related to increased personnel and related activities supporting
the North America launch of the MEDLEY Medication Safety System. Also contributing to this increase were higher marketing expenses related to new product strategies. These increases were
partially offset by reductions in our distribution costs over the prior year. As a percentage of sales, selling and marketing expenses decreased to 19.4% for the second quarter of 2002 from 20.0% in
the second quarter of 2001.

General and Administrative Expenses

General and administrative expenses decreased $2.4 million, or 19%, during the three months ended June 30, 2002, compared with the three months
ended June 30, 2001. As a percentage of sales, general and administrative expenses decreased to 9.7% in the second quarter of 2002 from 13.1% in the second quarter of 2001. This decrease was
due to a $2.3 million reduction in amortization expense resulting from our adoption of new accounting requirements effective January 1, 2002, under which our goodwill and certain other
amortization expense ceased. Had the newly adopted accounting standards been in effect during the second quarter of 2001, general and administrative expense for such quarter would have been 10.8% of
sales. Overall cost increases in general and administrative expenses were generally offset by lower bonus expense. (See note 2 to the condensed consolidated financial statements.)

Research and Development Expenses

Research and development expenses increased approximately $0.7 million, or 10%, during the three months ended June 30, 2002 compared with the three
months ended June 30, 2001. As a percentage of
sales, spending on research and development was 7.0% for the second quarter of 2002, which was consistent with the prior year period.

Restructuring and Non-Recurring Items

We did not incur any restructuring or non-recurring items in the second quarter of 2002. We recorded a non-recurring charge of
$1.2 million in the second quarter of 2001 for legal and advisory expenses related to obtaining an amendment to ALARIS Medical Systems' bank credit agreement.

Income from Operations

Income from operations increased $6.8 million during the three months ended June 30, 2002, compared with the three months ended June 30,
2001, primarily due to an increase in gross profit and lower amortization expense.

Adjusted EBITDA

Adjusted EBITDA increased $3.4 million during the three months ended June 30, 2002, compared with the three months ended June 30, 2001. As a
percentage of sales, Adjusted EBITDA increased from 18.6%, or $18.3 million, during the three months ended June 30, 2001, to 20.0%, or $21.7 million, during the three months ended
June 30, 2002, due to the reasons discussed above. (See note 1 under "Results of Operations.")

21

---

Interest Expense

Interest expense decreased $0.8 million, or 5%, during the three months ended June 30, 2002, compared with the three months ended June 30,
2001. This decrease resulted from lower overall interest rates on our outstanding indebtedness due to the elimination of ALARIS Medical Systems' bank credit facility. The decrease was partially offset
by increased accretion on our 111/8% senior discount notes.

Interest Income

Interest income decreased $0.3 million during the quarter ended June 30, 2002 compared with the same quarter in 2001 due to lower interest rates
earned on cash balances in 2002 compared with 2001.

Other, net

Other, net increased to $0.2 million of income during the quarter ended June 30, 2002, compared with $0.2 million of expense for the same
period in the prior year. This improvement was primarily due to changes in currency rates generating foreign currency transaction losses in the prior year and gains in the current quarter.

22

---

Six Months Ended June 30, 2002 Compared with Six Months Ended June 30, 2001

Sales

For the six months ended June 30, 2002, sales were $212.9 million, an increase of $15.6 million, or 8% (9% in constant currency) compared
with $197.4 million reported for the same period in the prior year. Higher volumes of both drug infusion instruments and disposable administration sets in North America resulted in an increase
in revenues of $13.9 million, or 10%, over the prior year. Contributing to the North America increase was $8.0 million in sales of our new MEDLEY Medication Safety System,
which product was not sold during the first half of 2001. The increases in drug infusion products were partially offset by lower volumes of patient monitoring instruments and disposables compared with
the prior year. International sales increased $1.6 million, or 3% (5% in constant currency), due to higher volumes of non-dedicated disposable administration sets and large volume
pumps offset by lower syringe pump volumes and revenue compared with the prior year. The increase in large volume pump sales for the International business is primarily attributed to the Asena GW, a
new product launched in late 2001.

Gross Profit

Gross profit increased $9.5 million, or 10%, during the six months ended June 30, 2002, compared with the six months ended June 30, 2001 due
to higher sales and an increase in gross margin percentage. The gross margin percentage increased to 49.7% in the six months ended June 30, 2002, from 48.8% in the six months ended
June 30, 2001. The improved margin percentage was due to increased volume of disposables (which have higher margins than instruments), higher overall margins on drug infusion instruments and
patient monitoring products in North America, and to lower product costs resulting from continuing manufacturing efficiencies and improvements, including the benefits from higher production volumes
and related favorable utilization.

Selling and Marketing Expenses

Selling and marketing expenses increased $4.1 million, or 11%, during the six months ended June 30, 2002, compared with the six months ended
June 30, 2001, due to increased selling costs resulting from higher sales volume in the first six months of 2002 compared with the prior year and to higher sales and marketing costs related to
increased personnel and related activities supporting the North America launch of the MEDLEY Medication Safety System. These increases were partially offset by reductions in our
distribution costs over the prior year. As a percentage of sales, selling and marketing expenses increased to 20.0% for the first six months of 2002 from 19.4% for the same period in 2001.

General and Administrative Expenses

General and administrative expenses decreased $4.6 million, or 19%, during the six months ended June 30, 2002, compared with the six months ended
June 30, 2001. As a percentage of sales, general and administrative expense decreased to 9.5% during the six months ended June 30, 2002 compared with 12.6% for the same period in the
prior year. This decrease is due to a $4.6 million reduction in amortization expense resulting from our adoption of new accounting requirements effective January 1, 2002, under which our
goodwill and certain other amortization expense ceased. Had these accounting requirements been in effect during the first two quarters of 2001, general and administrative expense for such period would
have been 10.3% of sales. Overall cost increases in general and administrative expenses were generally offset by lower bonus expense. (See note 2 to the condensed consolidated financial
statements.)

23

---

Research and Development Expenses

Research and development expenses increased approximately $0.2 million, or 1%, during the six months ended June 30, 2002 compared with the six
months ended June 30, 2001. As a percentage of sales, spending on research and development decreased to 6.5% for the first six months of 2002, compared with 6.9% for the prior year comparative
period.

Restructuring and Non-Recurring Items

We did not record restructuring or non-recurring items during the second quarter of 2002. During the first quarter of 2002, we recorded a
non-recurring benefit of $1.1 million for an insurance settlement. The settlement related to damages and losses incurred at one of our disposable products manufacturing plants in
Mexico in 1993 as a result of flooding. The contingency related to the insurance settlement
was resolved in the first quarter of 2002, when we received proceeds of $1.0 million during the quarter and notification of an additional payment due of $0.1 million, which was received
during April 2002.

During
the first quarter of 2002, we initiated a plan to restructure our Central European technical services. In this connection, we recorded a charge of $0.5 million which
included $0.4 million for severance costs for 21 positions affected by the relocation of the German operation and $0.1 million related to lease termination. As of June 30, 2002,
approximately $0.1 million of severance costs has been paid to 13 employees. The restructuring is anticipated to be completed during the third quarter of 2002.

Restructuring
and other non-recurring charges of $6.9 million during the six months ended June 30, 2001 included $3.5 million of legal, advisory, and
other consultant expenses related to obtaining an amendment to the ALARIS Medical Systems bank credit agreement. This amendment was completed in April 2001. We also recorded $3.4 million
for restructuring activities. These activities related to streamlining of operations in the North American business and resulted in the elimination of 70 positions. The restructuring charges were
composed of severance and related benefits of $2.9 million and consulting fees of $0.5 million. Adjusted EBITDA for the six months ended June 30, 2002 and 2001 excludes
non-recurring items.

Adjusted EBITDA

Adjusted EBITDA increased $5.2 million during the six months ended June 30, 2002 compared with the six months ended June 30, 2001. As a
percentage of sales, Adjusted EBITDA increased from 19.1%, or $37.8 million, during the six months ended June 30, 2001 to 20.2%, or $43.0 million, during the six months ended
June 30, 2002 due to the reasons discussed above. (See note 1 under "Results of Operations.")

Interest Expense

Interest expense decreased $0.4 million, or 1%, during the six months ended June 30, 2002, compared with the six months ended June 30, 2001.
This decrease resulted from lower overall interest rates on our outstanding indebtedness due to the elimination of ALARIS Medical Systems' bank credit facility. The decrease was partially offset by
increased accretion on our 111/8% senior discount notes.

Interest Income

Interest income decreased $0.7 million during the six months ended June 30, 2002 compared with the same period in 2001 due to lower interest rates
earned on cash balances in 2002 compared with 2001.

24

---

Other, net

Other expense decreased $0.8 million during the six months ended June 30, 2002, compared with the same period in the prior year. Foreign currency
transaction losses decreased $1.6 million and other income decreased approximately $0.5 million from the prior year. During the first quarter of 2001, we received $0.5 million of
other income relating to the sale of a tradename. We did not receive comparable income in the current year.

Discontinued Operations

During the third quarter of 2000, we sold our Instromedix® division to Card Guard Technologies, Inc. ("Card Guard"). The agreement with Card
Guard provided that we would assist the buyer in setting up a fully independent headquarters and manufacturing facility. During the first quarter of 2001, we completed our obligations related to the
agreement and recorded a gain of $3.7 million, net of taxes.

Liquidity and Capital Resources

We expect to continue to meet our short-term liquidity needs, including capital expenditure requirements, with cash flow from operations of ALARIS
Medical Systems and cash on hand. We will continue to use our funds primarily for operating expenses, including planned expenditures for new research and development programs, capital expenditures and
scheduled interest payments on outstanding indebtedness.

At
June 30, 2002, we had $518.1 million combined outstanding indebtedness composed of obligations of ALARIS Medical and ALARIS Medical Systems. ALARIS Medical's
indebtedness consisted of $168.1 million of 111/8% senior discount notes due 2008 ("Senior Discount Notes"). ALARIS Medical Systems' indebtedness consisted of
$170.0 million of 115/8% senior secured notes due 2006 ("Senior Secured Notes"), which were issued on October 16, 2001 and $180.0 million of 93/4%
senior subordinated notes due 2006 ("Senior Subordinated Notes"). The Senior Secured Notes bear interest at 115/8%, payable semi-annually in arrears beginning June 1,
2002, with all principal due at maturity on December 1, 2006. The Senior Subordinated Notes bear interest at 93/4%, payable semi-annually in arrears on June 1
and December 1, with all principal due at maturity on December 1, 2006.

The
Senior Discount Notes accrete to $189.0 million principal amount on August 1, 2003. Prior thereto, interest accruing on the Senior Discount Notes is added to the
outstanding principal balance through July 31, 2003. Interest on the Senior Discount Notes accruing subsequent to July 31, 2003 is payable in cash semi-annually in arrears on
February 1 and August 1, commencing February 1, 2004. The indentures governing the Senior Secured Notes and the Senior Subordinated Notes permit ALARIS Medical Systems to make
distributions, or "restricted payments," to ALARIS Medical if at the time of the restricted payment, ALARIS Medical Systems satisfies the two conditions described in the following paragraphs.
Management believes that when ALARIS Medical is required to begin making cash interest payments on the Senior Discount Notes in 2004, ALARIS Medical Systems will have satisfied these conditions.

The
first condition which must be satisfied prior to making a restricted payment is that at the time of the distribution, ALARIS Medical Systems must have a Fixed Charge Coverage Ratio
(as calculated in accordance with the indentures as described below) of at least 2.5 to 1 calculated for the four complete calendar quarters preceding the distribution as though the distribution had
been made at the beginning of such period. The Fixed Charge Coverage Ratio will be determined by dividing ALARIS Medical Systems' Consolidated EBITDA (as defined in the indentures) by its Consolidated
Interest Expense (as defined in the indentures). Based on the interest rate on and the amount of debt outstanding at ALARIS Medical Systems at June 30, 2002, the interest expense to be included
in future

25

---

calculations of the Fixed Charge Coverage Ratio is approximately $38.9 million. As a result, the minimum required annual Consolidated EBITDA to meet the ratio will be approximately
$97.3 million.

The
calculation of Consolidated EBITDA for purposes of the indentures is different from our calculation of Adjusted EBITDA described elsewhere in this report. Under the indentures,
Consolidated EBITDA is defined as follows: "With respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, plus, to the extent
deducted in computing Consolidated Net Income: (i) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period; (ii) Consolidated
Interest Expense of such Person for such period; and (iii) depreciation and amortization (including amortization of goodwill and other intangibles) and all other non-cash charges
(excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid
in a prior period) of such Person and its Restricted Subsidiaries for such period; and (iv) any extraordinary or non-recurring loss and any net loss realized in connection with
either an Asset Sale or the extinguishment of indebtedness, in each case, on a consolidated basis determined in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes based on
the income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of a Person shall be added to Consolidated Net Income to compute
Consolidated EBITDA only to the extent (and in the same proportion) that the Net Income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person."

Consolidated
EBITDA, per the indentures, as calculated for the six months ended June 30, 2002 reconciled to those reported by ALARIS Medical and ALARIS Medical Systems is as
follows:

|                                                            |  | Six months ended
June 30, 2002 |       
|----------------------------------------------------------- |  | ------------------------------ | ------
|
|ALARIS Medical Systems consolidated net income, as reported |  | $                              | 8,034 
|Provision for income taxes                                  |  |                                | 5,356 
|Interest expense                                            |  |                                | 19,764
|Depreciation and amortization                               |  |                                | 11,365
|Non-cash items                                              |  |                                | (1,596
|Extraordinary/non-recurring items                           |  |                                | 540   
|                                                            |  |                                |       
|Consolidated EBITDA, per indentures                         |  |                                | 43,463
|Less insurance settlement                                   |  |                                | (1,125
|Less non-cash items                                         |  |                                | 1,596 
|Less interest income                                        |  |                                | (482  
|Other, net                                                  |  |                                | 301   
|                                                            |  |                                |       
|ALARIS Medical Systems Adjusted EBITDA, as reported         |  | $                              | 43,753
|                                                            |  |                                |       
|ALARIS Medical operating expenses                           |  |                                | (794  
|                                                            |  |                                |       
|ALARIS Medical Adjusted EBITDA, as reported                 |  | $                              | 42,959
|                                                            |  |                                |       

The
second condition which must be satisfied prior to making a restricted payment is that the distribution, together with certain other restricted payments, may not exceed a sum
determined by reference to ALARIS Medical Systems' cumulative Consolidated Net Income (as defined in the indentures) for the period since January 1, 1997 and cash capital contributions received
after such date, less restricted payments made. This condition provides that the Consolidated Net Income of ALARIS Medical Systems will be added to the amount available each quarter until such time as
historical net losses of $38.6 million are exhausted. Subsequent to such time, 50% of future ALARIS Medical Systems net income will be added to the amount available. At June 30, 2002,
the amount available for future restricted payments was $16.9 million.

26

---

The
preceding description of the provisions of the indentures which govern restricted payments, including the defined terms, is a summary only and is qualified in its entirety by the
text of the indentures, which ALARIS Medical and ALARIS Medical Systems have previously filed with the Securities and Exchange Commission.

ALARIS
Medical's Convertible Debentures were retired at their scheduled maturity on January 15, 2002. The indentures governing the Senior Secured Notes and the Senior Subordinated
Notes permitted ALARIS Medical Systems to use $15 million of its cash on hand to invest in a wholly owned unrestricted subsidiary. ALARIS Medical Systems made such investment and the
unrestricted subsidiary used a portion of the proceeds of such investment to acquire $0.2 million Convertible Debentures in the open market in 2001. In 2002, the remaining $14.8 million
was loaned to ALARIS Medical, which used the proceeds of such loan and proceeds from the exercise of stock options to retire the Convertible Debentures. A portion of the stock option exercise proceeds
resulted from the exercise by some of our executive officers of stock options. In connection with the exercise, three of our executive officers received interest-bearing, short-term loans,
aggregating $0.6 million, from ALARIS Medical Systems. These loans were subsequently repaid in full. ALARIS Medical was entitled to require such executive officers to exercise such options in
order to provide ALARIS Medical with sufficient funds to retire the Convertible Debentures. Such options were granted to these executive officers in anticipation of ALARIS Medical's need to require
such exercise in order to complete the retirement of the Convertible Debentures. (See note 6 to the condensed consolidated financial statements.)

ALARIS
Medical Systems is required over the next twelve months (through June 30, 2003) to make interest payments on the Senior Secured Notes in the amount of $19.8 million
and interest payments on the Senior Subordinated Notes in the amount of $17.6 million. On January 15, 2002, ALARIS Medical made its final interest payment on the Convertible Debentures
of $0.6 million.

Although
we have no further principal amortization requirements until the maturity of the Senior Secured Notes and the Senior Subordinated Notes in December 2006, management will
continue to monitor the capital markets prior to such time for opportunities to improve our capital structure. We anticipate that we will refinance our entire debt structure prior to
December 2006 since we believe that it is unlikely that ALARIS Medical Systems will generate sufficient cash flow from operations to repay the Senior Secured Notes and the Senior Subordinated
Notes at maturity in 2006 and to permit it to make distributions to ALARIS Medical to enable it to repay the Senior Discount Notes at maturity in 2008. Such refinancing may involve an offering of debt
securities of ALARIS Medical Systems or ALARIS Medical, or both, an offering of equity securities of ALARIS Medical to reduce the level of indebtedness of ALARIS Medical Systems or ALARIS Medical, or
both, or a combination of any of the foregoing. The ability of ALARIS Medical Systems or ALARIS Medical, or both, to obtain such debt or equity financing will be dependent upon many factors, including
overall financial market and economic conditions and our operating performance and expectations at such time.

Should
ALARIS Medical Systems not repay its indebtedness at maturity in 2006, should ALARIS Medical not repay the Senior Discount Notes in 2008, or should ALARIS Medical Systems not be
able to make distributions to ALARIS Medical commencing in 2004 in order to permit ALARIS Medical to make cash interest payments on the Senior Discount Notes, these events could have a material
adverse
effect on our business, financial condition and results of operations and could result in a default by ALARIS Medical, ALARIS Medical Systems, or both, and possible acceleration of all or a portion of
such indebtedness, unless ALARIS Medical, ALARIS Medical Systems, or both, could refinance such indebtedness or obtain the required funds from other sources.

In
response to customer requests to finance their payments related to equipment purchases over time, we have identified an unrelated third party financing company to assist our customers
in such area. In recent years, $12 million to $16 million annually of drug infusion equipment sales to North American customers have been financed by this third party. If such third
party financing source were no longer available to our customers, it could require us to find another party or to finance such

27

---

customer purchases and require use of our cash. Additionally, our operating results could also be affected, as it is possible that customers could look to make their purchases from our competitors
who might be able to finance such purchases at a lower cost of funds.

As
identified in the condensed consolidated statement of cash flows, net cash provided by operating activities for the six months ended June 30, 2002 was $17.5 million
compared with $33.1 million provided by operating activities in the first six months of 2001. Net cash used in investing activities for the six months ended June 30, 2002 was
$7.1 million. Net cash provided by investing activities for the six months ended June 30, 2001 was $1.0 million, which included $8.1 million of net proceeds from the sale
of a discontinued operation. Net cash used in financing activities for the six months ended June 30, 2002 and 2001 was $14.4 million and $10.7 million, respectively, and was
primarily composed of principal payments on long-term debt.

We
made capital expenditures of approximately $6.5 million during the six months ended June 30, 2002 and anticipate additional capital expenditures of approximately
$13.5 million during the remainder of 2002.

The
following schedule summarizes our contractual obligations and commitments to make future payments as of June 30, 2002.

Contractual Obligations & Commitments

|Payments Due by Period             |  | Long-term Debt |       | Operating Leases |   | Interest Payments |  | Total
|---------------------------------- |  | -------------- | ----- | ---------------- | - | ----------------- |  | -----
|2002(A)                            |  | $              |      |                  | $ | 3.1               |  | $    
|2003                               |  |                |      |                  |   | 6.2               |  |      
|2004                               |  |                |      |                  |   | 5.9               |  |      
|2005                               |  |                |      |                  |   | 5.9               |  |      
|2006                               |  |                | 350.0 |                  |   | 1.7               |  |      
|Thereafter                         |  |                | 189.0 |                  |   | 5.6               |  |      
|                                   |  |                |       |                  |   |                   |  |      
|Total Contractual Cash Obligations |  | $              | 539.0 |                  | $ | 28.4              |  | $    
|                                   |  |                |       |                  |   |                   |  |      

---

Backlog

The amount of unfilled orders, believed to be firm, at June 30, 2002 and 2001 was $9.2 million and $15.6 million, respectively. Included in
the $9.2 million was $3.5 million of orders related to our MEDLEY Medication Safety System.

Foreign Operations

We have significant foreign operations and, as a result, are subject to various risks arising therefrom, including foreign currency risks. This risk did not
materially change during the first six months of 2002. For the six months ended June 30, 2002 and 2001, approximately 33% and 35% of our sales and 30% and 25% of our operating expenses were
denominated in currencies other than the U.S. dollar. These foreign currencies are primarily those of Western Europe, Canada, Mexico and Australia. Additionally, substantially all of the receivables
and payables of our foreign subsidiaries are denominated in currencies other than the U.S. dollar. During the first six months of 2002, the net effect of foreign currency transactions to the income
statement was approximately thirty thousand dollars. Due to changes in foreign currency exchange rates during the first six months of 2001, primarily a strengthening of the U.S. dollar against many
European currencies, we recognized foreign currency transaction losses of $1.5 million. Such losses were recorded in other expense in the statement of operations. (See note 3 to the
condensed consolidated financial statements.)

28

---



Item 3. Quantitative and Qualitative Disclosures About Market Risk

Risk ManagementForeign Currency Hedging Program, Derivative Financial Instruments and Market Risk

As part of our risk management strategy, we put in place a hedging program beginning in 2001 under which we enter into forward foreign exchange and currency
option contracts to hedge a portion of forecasted cash receipts and payments denominated in currencies other than the U.S. dollar. These contracts are entered into to reduce the risk that our earnings
and cashflows, resulting from certain forecasted transactions, will be affected by changes in foreign currency exchange rates. However, we may be impacted by changes in foreign exchange rates related
to the unhedged portion of the forecasted transactions. The success of the hedging program depends, in part, on forecasts of our transactions in various currencies (primarily the Euro). Hedges are
placed for periods consistent with identified exposures, but generally no longer than the end of the year for which we have substantially completed our annual business plan. We may experience
unanticipated foreign currency exchange gains or losses to the extent that there are timing differences between forecasted and actual activity during periods of currency volatility. However, since the
critical terms of contracts designated as cash flow hedges are the same as the underlying forecasted transaction, changes in fair value of contracts should be highly effective in offsetting the
present value of changes in the expected cash flows from the forecasted transaction. The ineffective portion of any changes in the fair value of option contracts designated as hedges is recognized
immediately in earnings. We did not recognize material gains or losses resulting from either hedge ineffectiveness or changes in forecasted transactions during 2002.

As
a matter of policy, we will only enter into currency contracts with counterparties that have at least an investment grade or equivalent credit rating from a major rating agency. The
counterparties to these contracts are major financial institutions. We do not have significant exposure to any one counterparty. We believe the risk of loss related to counterparty default is remote
and would only consist of the net market value gain (if any) of the underlying instrument. Costs associated with entering into contracts are not expected to be material to our financial results. (See
note 3 to the condensed consolidated financial statements.)

29

---



Part II  Other Information

Item 4. Submission of Matters to a Vote of Security Holders

Votes For

Votes WithheldHank Brown

56,509,990

85,286Norman M. Dean

56,452,734

142,542Henry Green

56,258,484

336,792David L. Schlotterbeck

56,511,073

84,203Barry D. Shalov

56,513,419

81,857William T. Tumber

56,509,770

85,506




Votes
For

Votes
Against

Abstain

Broker
Non-Votes56,113,094

426,574

55,611

0




Votes
For

Votes
Against

Abstain

Broker
Non-Votes55,705,839

814,401

75,036

0




Votes
For

Votes
Against

Abstain

Broker
Non-Votes56,528,904

27,328

39,044

0


30

---

Item 6. Exhibits and Reports on Form 8-K



10.2

Addendum to the Employment Letter dated April 13, 1999 by and between David L. Schlotterbeck, ALARIS Medical and ALARIS Medical Systems dated May 22, 2002.

Filed herewith99.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith99.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith




None.

31

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                     |  |     |  | ALARIS MEDICAL, INC.(Registrant)                                                                                 
|-------------------- |  | --- |  | -----------------------------------------------------------------------------------------------------------------
|Date: August 8, 2002 |  | By: |  | /s/WILLIAM C. BOPPWilliam C. Bopp
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|                     |  | By: |  | /s/ROBERT F. MATHEWSRobert F. Mathews
Vice President-Finance and Treasurer
(Principal Accounting Officer)        

---

QuickLinks