Forward-Looking Statements



In this Report on Form 10-Q, we make forward-looking statements about our
financial condition, results of operations and business. Forward-looking
statements are statements made by us concerning events that may or may not occur
in the future. These statements may be made directly in this document or may be
"incorporated by reference" from other documents. Such statements may be
identified by the use of words such as "anticipates", "expects", "estimates",
"intends" and "believes" and variations thereof and other terms of similar
meaning.

Forward-Looking Statements are not Guarantees of Future Performance



Forward-looking statements involve known and unknown risks, uncertainties and
other factors, including those that may cause our actual results, performance or
achievements or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include those identified under "Risk
Factors" in our Annual Report on Form 10-K for the year-ended December 31, 2021
and the following, among others:

•general economic and business conditions;
•compliance with and changes in regulatory requirements;
•the COVID-19 global pandemic poses significant risks to our business, financial
condition and results of operations, which may be heightened as the pandemic,
government and hospital responses to it, continue;
•the possibility that United States or foreign regulatory and/or administrative
agencies may initiate enforcement actions against us or our distributors;
•the introduction and acceptance of new products;
•the risk of an information security breach, including a cybersecurity breach;
•competition;
•changes in customer preferences;
•changes in technology;
•the availability and cost of materials, including inflation and ongoing supply
chain challenges;
•cyclical customer purchasing patterns due to budgetary and other constraints;
•environmental compliance risks, including lack of availability of sterilization
with Ethylene Oxide ("EtO") or other compliance costs associated with the use of
EtO;
•the quality of our management and business abilities and the judgment of our
personnel, as well as our ability to attract, motivate and retain employees at
all levels of the Company;
•the availability, terms and deployment of capital;
•future levels of indebtedness and capital spending;
•changes in foreign exchange and interest rates;
•the ability to evaluate, finance and integrate acquired businesses, products
and companies;
•changes in business strategy;
•the risk of a lack of allograft tissues due to reduced donations of such
tissues or due to tissues not meeting the appropriate high standards for
screening and/or processing of such tissues;
•the ability to defend and enforce intellectual property, including the risks
related to theft or compromise of intellectual property in connection with our
international operations;
•the risk of patent, product and other litigation, as well as the cost
associated with such litigation;
•trade protection measures, tariffs and other border taxes, and import or export
licensing requirements; and
•weather related events which may disrupt our operations.

See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" below and "Risk Factors" and "Business" in our Annual Report on Form
10-K for the year-ended December 31, 2021 for a further discussion of these
factors. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We do not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this Quarterly Report on
Form 10-Q or to reflect the occurrence of unanticipated events.



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Overview

CONMED Corporation ("CONMED", the "Company", "we" or "us") is a medical
technology company that provides devices and equipment for surgical procedures.
The Company's products are used by surgeons and other healthcare professionals
in a variety of specialties including orthopedics, general surgery, gynecology,
thoracic surgery and gastroenterology.

Our product lines consist of orthopedic surgery and general surgery. Orthopedic
surgery consists of sports medicine instrumentation and small bone, large bone
and specialty powered surgical instruments as well as, imaging systems for use
in minimally invasive surgery procedures and service fees related to the
promotion and marketing of sports medicine allograft tissue. General surgery
consists of a complete line of endo-mechanical instrumentation for minimally
invasive laparoscopic and gastrointestinal procedures, smoke evacuation devices,
a line of cardiac monitoring products as well as electrosurgical generators and
related instruments. These product lines as a percentage of consolidated net
sales are as follows:

                                                            Three Months Ended June 30,            Six Months Ended June 30,
                                                              2022               2021               2022               2021
Orthopedic surgery                                               43  %              42  %              44  %              44  %
General surgery                                                  57  %              58  %              56  %              56  %
Consolidated net sales                                          100  %             100  %             100  %             100  %



A significant amount of our products are used in surgical procedures with
approximately 83% of our revenues derived from the sale of single-use products.
Our capital equipment offerings also facilitate the ongoing sale of related
single-use products and accessories, thus providing us with a recurring revenue
stream. We manufacture substantially all of our products in facilities located
in the United States and Mexico. We market our products both domestically and
internationally directly to customers and through distributors. International
sales approximated 46% and 45% of our consolidated net sales during the six
months ended June 30, 2022 and 2021, respectively.

Business Environment



On June 13, 2022, we acquired In2Bones Global, Inc. ("In2Bones") and all of its
stock (the "In2Bones Acquisition") for an aggregate upfront payment of
$145.0 million in cash. We paid $143.0 million upon closing, with a $2.0 million
purchase price adjustment holdback, pursuant to the merger agreement for the
In2Bones Acquisition. In addition, there are potential earn-out payments to
In2Bones' equity holders in an amount up to $110.0 million based on the
achievement of certain revenue targets for In2Bones products during the sixteen
(16) successive quarters commencing on July 1, 2022. We financed the purchase
through a combination of the issuance of $800.0 million in 2.250% Notes due in
2027 as further described in Note 11 and cash on hand. Refer to Note 4 for
further information on the business acquisition.

Our business has been and may continue to be impacted by the COVID-19 pandemic
as variants of the virus, such as omicron, emerge and hospitals and surgery
centers reduce the number of, or postpone, non-urgent surgical procedures in
order to minimize the risk of infection and allow for proper staffing.  We
believe we will continue to experience market variability as a result of the
pandemic that could influence sales, suppliers, patients and customers. There
remains uncertainty related to the COVID-19 pandemic, including the duration and
severity of future impacts to the business and we continue to see our customers
and suppliers impacted in a variety of ways. The Company is also being impacted
by the macro-economic environment and we are experiencing higher manufacturing
and operating costs caused by inflationary pressures and ongoing supply chain
challenges. We continuously work with suppliers to mitigate these impacts;
however, we expect these challenges to continue throughout 2022. This will
likely impact our results of operations.

During the first half of 2022, the world experienced, and continues to
experience, the impact of Russia's invasion of Ukraine. The Company has no
direct operations in either Russia or Ukraine and our business is limited to
selling to third party distributors. Total revenues associated with sales to
third party distributors in these countries are not material to the consolidated
financial results, and we have fully reserved the outstanding accounts
receivable from distributors in these territories ($0.5 million as of June 30,
2022). We will continue to monitor and adjust our business strategy in this
region as necessary. While the direct impact on the Company of Russia's invasion
of Ukraine is limited, we are being affected by increases in the price of oil as
a result of sanctions on Russia, which contributes to overall inflation and
increased costs.



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  Table of Contents
Critical Accounting Policies

Preparation of our financial statements requires us to make estimates and
assumptions which affect the reported amounts of assets, liabilities, revenues
and expenses. Note 1 to the Consolidated Financial Statements in our Annual
Report on Form 10-K for the year-ended December 31, 2021 describes the
significant accounting policies used in preparation of the Consolidated
Financial Statements. On an ongoing basis, we evaluate the critical accounting
policies used to prepare our consolidated financial statements, including, but
not limited to, those related to goodwill and intangible assets, contingent
consideration and our pension benefit obligation.

As described above and in Note 4, the In2Bones Acquisition involves potential
payment of future consideration that is contingent upon the acquired business
reaching certain performance milestones. The Company records contingent
consideration at fair value at the date of acquisition based on the
consideration expected to be transferred, estimated as the probability-weighted
future cash flows, discounted back to present value. The fair value of
contingent consideration is measured using projected payment dates, discount
rates, probabilities of payment, and projected revenues. Projected revenues are
based on the Company's most recent internal operational budgets and long-range
strategic plans. The discount rate used is determined at the time of measurement
in accordance with accepted valuation methodologies. Changes in projected
revenues, probabilities of payment, discount rates, and projected payment dates
may result in adjustments to the fair value measurements. Contingent
consideration is remeasured each reporting period using Level 3 inputs, and the
change in fair value, including accretion for the passage of time, is recognized
as income or expense within operating expense in the consolidated condensed
statements of comprehensive income. Contingent consideration payments made soon
after the acquisition date are classified as investing activities in the
consolidated condensed statements of cash flows. Contingent consideration
payments not made soon after the acquisition date that are related to the
acquisition date fair value are reported as financing activities in the
consolidated statements of cash flows, and amounts paid in excess of the
original acquisition date fair value are reported as operating activities in the
consolidated statements of cash flows.

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