This Quarterly Report on Form 10-Q should be read in conjunction with the
disclosures included in our Annual Report on Form 10-K for the year ended
December 31, 2021. In addition, please read this section in conjunction with our
Condensed Consolidated Financial Statements and Notes to Condensed Consolidated
Financial Statements contained herein.

Forward-Looking Statements
Some of the statements contained in this Form 10-Q and other written and oral
statements made from time to time by us and our representatives are not
statements of historical or current fact. As such, they are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We have based these forward-looking statements on our current
expectations, and these statements are subject to known and unknown risks,
uncertainties and assumptions. Forward-looking statements include statements
relating to:

•recovery from the COVID-19 global pandemic;
•future development and expected growth of our business and industry, including
expansion of our manufacturing capacity;
•our ability to execute our business model and our business strategy, including
completion and integration of current or future acquisition targets;
•having available sufficient cash and borrowing capacity to meet working
capital, debt service and capital expenditure requirements for the next twelve
months; and
•projected capital spending.

You can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "projects" or "continue" or
variations or the negative of these terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially
from those stated or implied by these forward-looking statements. In evaluating
these statements and our prospects, you should carefully consider the factors
set forth below. All forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by these
cautionary factors and to others contained throughout this Form 10-Q.

Although it is not possible to create a comprehensive list of all factors that
may cause actual results to differ from the results expressed or implied by our
forward-looking statements or that may affect our future results, some of these
factors and other risks and uncertainties that arise from time to time are
described in Item 1A "Risk Factors" of our Annual Report on Form 10-K and in
other periodic filings with the SEC and include the following:

•operational risks, such as the duration, scope and impact of the COVID-19
pandemic, including the evolving health, economic, social and governmental
environments and the effect of the pandemic on our associates, suppliers and
customers as well as the global economy; our dependence upon a limited number of
customers; pricing pressures that we face from customers; our reliance on third
party suppliers for raw materials, key products and subcomponents; our ability
to attract, train and retain a sufficient number of qualified associates; the
potential for harm to our reputation caused by quality problems related to our
products; the dependence of our energy market-related revenues on the conditions
in the oil and natural gas industry; interruptions in our manufacturing
operations; our dependence upon our information technology systems and our
ability to prevent cyber-attacks and other failures; our dependence upon our
senior management team and technical personnel; and global climate change and
the emphasis on ESG matters by various stakeholders;

•strategic risks, such as the intense competition we face and our ability to
successfully market our products; our ability to respond to changes in
technology; our ability to develop new products and expand into new geographic
and product markets; and our ability to successfully identify, make and
integrate acquisitions to expand and develop our business in accordance with
expectations;

•financial risks, such as our significant amount of outstanding indebtedness and
our ability to remain in compliance with financial and other covenants under our
senior secured credit facilities; economic and credit market uncertainties that
could interrupt our access to capital markets, borrowings or financial
transactions; financial and market risks related to our international operations
and sales; our complex international tax profile; and our ability to realize the
full value of our intangible assets; and

•legal and compliance risks, such as regulatory issues resulting from product
complaints, recalls or regulatory audits; the potential of becoming subject to
product liability or intellectual property claims; our ability to protect our
intellectual property and proprietary rights; our ability and the cost to comply
with environmental regulations; our ability to comply with customer-driven
policies and third party standards or certification requirements; our ability to
obtain necessary licenses for new technologies; legal and regulatory risks from
our international operations; and the fact that the healthcare industry is
highly regulated and subject to various regulatory changes; and

•other risks and uncertainties that arise from time to time.


                                     - 28 -

--------------------------------------------------------------------------------

Table of Contents

INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Except as required by applicable law, the Company assumes no obligation to update forward-looking statements in this Form 10-Q whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

In this Form 10-Q, references to "Integer," "we," "us," "our" and the "Company" mean Integer Holdings Corporation and its subsidiaries, unless the context indicates otherwise.

Our Business

Integer Holdings Corporation is one of the largest medical device outsource
("MDO") manufacturers in the world serving the cardiac, neuromodulation,
vascular, orthopedics, advanced surgical and portable medical markets. We also
develop batteries for high-end niche applications in the non-medical energy,
military, and environmental markets. Our vision is to enhance the lives of
patients worldwide by being our customers' partner of choice for innovative
technologies and services.

We organize our business into two reportable segments, Medical and Non-Medical,
and derive our revenues from four principal product lines. The Medical segment
includes the Cardio & Vascular, Cardiac Rhythm Management & Neuromodulation and
Advanced Surgical, Orthopedics & Portable Medical product lines and the
Non-Medical segment comprises the Electrochem product line. For more information
on our segments, please refer to Note 14 "Segment Information" of the Notes to
Condensed Consolidated Financial Statements contained in Item 1 of this report.

The second quarter and first six months of 2022 ended on July 1 and consisted of
91 days and 182 days, respectively. The second quarter and first six months of
2021 ended on July 2 and consisted of 91 days and 183 days, respectively.

Impact of Global Events



Significant uncertainty remains as to the potential impact of the COVID-19
pandemic on the Company's operations, and on the global economy. Specific
impacts to our business include labor shortages, disruptions in the supply
chain, delayed or reduced customer orders and sales, restrictions on associates'
ability to travel or work, and delays in shipments to and from certain
countries. We are uncertain of the future impact of the ongoing COVID-19
pandemic or recovery of prior deterioration in economic conditions to our sales
channels, supply chain, manufacturing, and distribution. As pandemic-related
events continue to evolve, additional impacts may arise that we are not aware of
currently. Additionally, the current conflict between Russia and Ukraine and the
related sanctions and other penalties imposed by countries across the globe
against Russia are creating substantial uncertainty in the global economy. While
we do not have operations in Russia or Ukraine and do not have significant
direct exposure to customers and vendors in those countries, we are unable to
predict the impact that these actions will have on the global economy or on our
financial condition, results of operations, and cash flows.

Business Acquisitions



On December 1, 2021, we acquired 100% of the equity interests of Oscor Inc.,
Oscor Caribe, LLC and Oscor Europe GmbH (collectively "Oscor"), privately-held
companies with operations in Florida, the Dominican Republic and Germany that
design, develop, manufacture and market a comprehensive portfolio of highly
specialized medical devices, venous access systems and diagnostic catheters and
implantable devices.

On April 6, 2022, we acquired 100% of the equity interests of Connemara
Biomedical Holdings Teoranta, including its operating subsidiaries Aran
Biomedical and Proxy Biomedical (collectively "Aran"). A recognized leader in
proprietary medical textiles, high precision biomaterial coverings and coatings
as well as advanced metal and polymer braiding, Aran delivers development and
manufacturing solutions for implantable medical devices. Consistent with our
strategy, the combination with Aran further increases our ability to offer
complete solutions for complex delivery and therapeutic devices in high growth
cardiovascular markets such as structural heart, neurovascular, peripheral
vascular, and endovascular as well as general surgery.

Refer to Note 2 "Business Acquisitions" of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about these acquisitions.


                                     - 29 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Product Line Sales Realignment



We have communicated to certain customers our intent to exit certain markets we
serve in the Advanced Surgical, Orthopedics & Portable Medical product line. We
are working closely with these customers to support the transition of these
products to other suppliers. Due to quality and regulatory requirements, we
expect it will take three to four years to complete this transition and see the
corresponding decline in sales. In order to align with the planned exit of those
markets and better align with our end markets and product line strategies,
product line sales within the Medical segment have been recast to reflect the
reclassification of certain products from the historical product lines to the
product lines associated with those revenues that will be utilized for future
revenue reporting. We believe the revised presentation will provide improved
reporting and better transparency into the operational results of our business
and markets. Prior period amounts have been reclassified to conform to the new
product line sales reporting presentation. For the three and six months ended
July 2, 2021, Cardio & Vascular sales of $7.9 million and $15.9 million,
respectively, and Advanced Surgical, Orthopedics & Portable Medical sales of
$6.0 million and $11.3 million, respectively, were reclassified to the Cardiac
Rhythm Management & Neuromodulation product line.

Financial Overview



Net income for the second quarter and first six months of 2022 was $20.8
million, or $0.62 per diluted share, and $32.2 million, or $0.97 per diluted
share, respectively, compared to $29.4 million, or $0.89 per diluted share, and
$51.0 million, or $1.53 per diluted share for the second quarter and first six
months of 2021, respectively. These variances are primarily the result of the
following:

•Sales for the second quarter and first six months of 2022 increased $38.1
million and $58.5 million, respectively, when compared to the same periods in
2021. During 2022, we have continued to see the demand for many of our products
recover from the impacts of the COVID-19 pandemic.

•Gross profit for the second quarter and first six months of 2022 increased $4.2 million and $1.1 million, respectively, primarily from higher sales volume, partially offset by increased cost of sales resulting from labor and supply constraints.



•Operating expenses for the second quarter and first six months of 2022
increased $10.8 million and $19.9 million, respectively, when compared to the
same periods in 2021, primarily due to higher labor costs and restructuring and
other charges.

•Interest expense for the second quarter of 2022 increased $0.2 million compared
to the same period in 2021, primarily due to higher average debt outstanding.
Interest expense for the first six months of 2022 decreased $2.3 million
compared to the same period in 2021, primarily due to lower interest rates
during the applicable periods, partially offset by higher average debt
outstanding.

•During the second quarter and first six months of 2022, we recognized losses on
equity investments of $0.3 million and $2.7 million, respectively, compared to
losses of $0.7 million and $2.0 million, respectively, for the second quarter
and first six months of 2021. Gains and losses on equity investments are
generally unpredictable in nature.

•Other loss, net for the second quarter and first six months of 2022 was $0.2 million and $0.4 million, respectively, compared to $0.4 million and $0.1 million, respectively, for the second quarter and first six months of 2021, primarily due to fluctuations in foreign currency gains and losses in the respective periods.



•We recorded provisions for income taxes for the second quarter and first six
months of 2022 of $3.6 million and $6.2 million, respectively, compared with
provisions for income taxes of $1.3 million and $4.8 million, respectively, for
the second quarter and first six months of 2021. The change in income tax
expense was primarily due to relative changes in pre-tax income and the impact
of discrete tax items.


                                     - 30 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Our Financial Results



The following table presents selected financial information derived from our
Condensed Consolidated Financial Statements, contained in Item 1 of this report,
for the periods presented (dollars in thousands, except per share).

                                                            Three Months Ended
                                                        July 1,            July 2,                     Change
                                                          2022               2021                $                %
Medical Sales:
Cardio & Vascular                                       180,604          $ 144,683          $ 35,921             24.8  %
Cardiac Rhythm Management & Neuromodulation             135,945            133,660             2,285              1.7  %
Advanced Surgical, Orthopedics & Portable Medical        23,285             23,283                 2                -  %

Total Medical Sales                                     339,834            301,626            38,208             12.7  %
Non-Medical                                              10,247             10,397              (150)            (1.4) %
Total sales                                             350,081            312,023            38,058             12.2  %
Cost of sales                                           257,184            223,277            33,907             15.2  %
Gross profit                                             92,897             88,746             4,151              4.7  %

Gross profit as a % of sales ("Gross margin") 26.5 %

   28.4  %
Operating expenses:
Selling, general and administrative ("SG&A")             41,786             35,379             6,407             18.1  %
                                 SG&A as a % of sales      11.9  %            11.3  %
Research, development and engineering ("RD&E")           14,871             13,738             1,133              8.2  %
                                 RD&E as a % of sales       4.2  %             4.4  %
Restructuring and other charges                           3,533                279             3,254              NM
Total operating expenses                                 60,190             49,396            10,794             21.9  %
Operating income                                         32,707             39,350            (6,643)           (16.9) %
                     Operating income as a % of sales       9.3  %            12.6  %
Interest expense                                          7,773              7,532               241              3.2  %
Loss on equity investments                                  320                684              (364)           (53.2) %
Other loss, net                                             191                356              (165)           (46.3) %
Income before taxes                                      24,423             30,778            (6,355)           (20.6) %
Provision for income taxes                                3,587              1,345             2,242            166.7  %
                                   Effective tax rate      14.7  %             4.4  %
Net income                                            $  20,836          $  29,433          $ (8,597)           (29.2) %
                           Net income as a % of sales       6.0  %             9.4  %
Diluted earnings per share                            $    0.62          $    0.89          $  (0.27)           (30.3) %


__________

NM Calculated amount not meaningful


                                     - 31 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                                                       Six Months Ended
                                                  July 1,            July 2,                     Change
                                                    2022               2021                $                 %
Medical Sales:
Cardio & Vascular                               $ 339,641          $ 285,889          $  53,752             18.8  %
Cardiac Rhythm Management & Neuromodulation       259,269            255,363              3,906              1.5  %
Advanced Surgical, Orthopedics & Portable
Medical                                            42,951             43,339               (388)            (0.9) %
Total Medical Sales                               641,861            584,591             57,270              9.8  %
Non-Medical                                        19,132             17,899              1,233              6.9  %
Total Sales                                       660,993            602,490             58,503              9.7  %
Cost of sales                                     486,621            429,258             57,363             13.4  %
Gross profit                                      174,372            173,232              1,140              0.7  %
                                   Gross margin      26.4  %            28.8  %
Operating expenses:
SG&A                                               81,346             70,881             10,465             14.8  %
                           SG&A as a % of sales      12.3  %            11.8  %
RD&E                                               30,954             27,199              3,755             13.8  %
                      RD&E, Net as a % of sales       4.7  %             4.5  %
Restructuring and other charges                     6,868              1,194              5,674              NM
Total operating expenses                          119,168             99,274             19,894             20.0  %
Operating income                                   55,204             73,958            (18,754)           (25.4) %
                               Operating margin       8.4  %            12.3  %
Interest expense                                   13,741             16,064             (2,323)           (14.5) %
Loss on equity investments                          2,724              2,019                705             34.9  %
Other loss, net                                       368                119                249              NM
Income before taxes                                38,371             55,756            (17,385)           (31.2) %
Provision for income taxes                          6,168              4,803              1,365             28.4  %
                             Effective tax rate      16.1  %             8.6  %
Net income                                      $  32,203          $  50,953          $ (18,750)           (36.8) %
                     Net income as a % of sales       4.9  %             8.5  %
Diluted earnings per share                      $    0.97          $    1.53          $   (0.56)           (36.6) %



                                     - 32 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
Product Line Sales

For the second quarter and first six months of 2022, Cardio & Vascular ("C&V")
sales increased $35.9 million, or 25%, and $53.8 million, or 19%, respectively,
versus the comparable 2021 periods. The increase in C&V sales for the second
quarter and first six months of 2022 was driven by strong demand in the
neurovascular, electrophysiology, and structural heart markets, as well as the
Oscor and Aran acquisitions. During the second quarter and first six months of
2022, price changes decreased C&V sales by $0.6 million and increased sales by
$0.4 million, respectively, in comparison to the 2021 periods. Foreign currency
exchange rate fluctuations increased C&V sales for the second quarter and first
six months of 2022 by $1.6 million and $2.6 million, respectively, in comparison
to the 2021 periods, primarily due to U.S. dollar fluctuations relative to the
Euro.

For the second quarter and first six months of 2022, Cardiac & Neuromodulation
("CRM&N") sales increased $2.3 million, or 2%, and $3.9 million or 2%,
respectively, versus the comparable 2021 periods. CRM&N sales for the second
quarter and first six months of 2022 increased as growth from the recent Oscor
acquisition was partially offset by labor and supply chain constraints. During
the second quarter and first six months of 2022, price reductions lowered CRM&N
sales by $1.0 million and $1.8 million, respectively, in comparison to the 2021
periods. Foreign currency exchange rate fluctuations did not have a material
impact on CRM&N sales during the second quarter and first six months of 2022 in
comparison to 2021.

In addition to Portable Medical sales, Advanced Surgical, Orthopedic & Portable
Medical ("AS&O") includes sales to the acquirer of our divested Advanced
Surgical, Orthopedic product line. For the second quarter and first six months
of 2022, AS&O sales were flat and decreased $0.4 million or 1%, respectively,
versus the comparable 2021 periods, driven by a reduction in demand for
COVID-related ventilator and patient monitoring components. During the second
quarter and first six months of 2022, price changes increased AS&O sales by $0.3
million in comparison to the 2021 periods. Foreign currency exchange rate
fluctuations did not have a material impact on AS&O sales during the second
quarter and first six months of 2022 in comparison to the 2021 periods.

For the second quarter and first six months of 2022, Non-Medical sales decreased
$0.2 million, or 1%, and increased $1.2 million or 7%, respectively, versus the
comparable 2021 periods. The increase in sales earlier this year attributable to
a continued recovery of the energy market was slowed during the second quarter
as our ability to fulfill strong customer demand was constrained by supplier
shortages. Price reductions and foreign currency exchange rate fluctuations did
not have a material impact on Non-Medical sales during the second quarter and
first six months of 2022 in comparison to the 2021 periods.

Gross Profit

                                  Three Months Ended                Six Months Ended
                                July 1,        July 2,           July 1,           July 2,
                                 2022           2021              2022              2021
Gross profit (in thousands)   $ 92,897       $ 88,746              174,372        173,232
Gross margin                      26.5  %        28.4  %              26.4  %        28.8  %


Gross margin for the second quarter and first six months of 2022 decreased 190
basis points and 240 basis points, respectively, compared to the comparable 2021
periods, primarily driven by incremental labor and supply chain costs related to
overtime, training, and manufacturing inefficiencies from supply chain
disruptions.
                                     - 33 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

SG&A Expenses

Changes to SG&A expenses from the prior year were due to the following (in thousands):



                                          Change From Prior Year
                                       Three Months         Six Months
Compensation and benefits(a)       $     3,386             $     5,285
Amortization expense(b)                  1,268                   2,112
Travel and entertainment(c)                591                     884
Contract services(d)                       309                     732
All other SG&A(e)                          853                   1,452
Net increase in SG&A expenses      $     6,407             $    10,465

__________


(a)Compensation and benefits increased during the second quarter and first six
months of 2022 compared to the prior year periods primarily due to an increase
in headcount from the Aran and Oscor Acquisitions.

(b)Amortization expense increased during the second quarter and first six months
of 2022 compared to the prior year periods due to amortization of intangible
assets from the Aran and Oscor Acquisitions.

(c)The increases in travel and entertainment expense was due to a modest return to travel as travel restrictions originally implemented in response to the COVID-19 pandemic ease.

(d)Contract services expense increased during the second quarter and first six months of 2022 compared to the prior year periods primarily due to higher software costs from information technology enhancements.

(e)The net increase in all other SG&A for the second quarter and first six months of 2022 compared to the same periods of 2021 is primarily attributable to higher professional fees.



RD&E

RD&E expense for the second quarter and first six months of 2022 was $14.9
million and $31.0 million, respectively, compared to $13.7 million and $27.2
million, respectively, for the second quarter and first six months of 2021. The
increases in RD&E expense during the second quarter and first six months of 2022
compared to the same periods in 2021, were primarily due to investments made to
support long-term revenue growth, the timing of program milestone achievements
for customer funded programs, and incremental expense due to the Aran and Oscor
Acquisitions. RD&E expenses are influenced by the number and timing of
in-process projects and labor hours and other costs associated with these
projects. Our research and development initiatives continue to emphasize new
product development, product improvements, and the development of new
technological platform innovations.
                                     - 34 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Restructuring and Other Charges



We continuously evaluate our business and identify opportunities to realign
resources to better serve our customers and markets, improve operational
efficiency and capabilities, and lower operating costs. To realize the benefits
associated with these opportunities, we undertake restructuring-type activities
to transform our business. We incur costs associated with these activities,
which primarily include exit and disposal costs and other costs directly related
to the restructuring initiative. Restructuring charges include exit and disposal
costs from these activities and restructuring-related charges are costs directly
related to the restructuring initiatives. In addition, from time to time, the
Company incurs costs associated with acquiring and integrating businesses, and
certain other general expenses, including asset impairments.

Restructuring and other charges comprise the following (in thousands):



                                               Three Months Ended                Six Months Ended
                                              July 1,           July 2,        July 1,       July 2,
                                               2022               2021          2022          2021
Restructuring charges(a)                $        (5)           $    191      $   1,098      $   845
Acquisition and integration costs(b)          3,333                  26          5,269          110
Other general expenses(c)                       205                  62            501          239
Total restructuring and other charges   $     3,533            $    279

$ 6,868 $ 1,194

__________

(a)Restructuring charges for the first six months of 2022 primarily consist of termination benefits associated with our operational excellence projects, partially offset by reversals in the second quarter of previously accrued termination benefits within our strategic reorganization and alignment initiatives.



(b)Amounts include expenses related to the purchase of certain assets and
liabilities from business acquisitions. Acquisition and integration costs for
the second quarter and first six months of 2022 include costs associated with
the acquisition of Aran and Oscor.

(c)Amounts include expenses related to other initiatives not described above, which relate primarily to integration and operational initiatives to reduce future costs and improve efficiencies.

Refer to Note 8 "Restructuring and Other Charges" of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information regarding these initiatives.


                                     - 35 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Interest Expense

Information relating to our interest expense is as follows (dollars in
thousands):
                                                                Three Months Ended
                                               July 1, 2022                             July 2, 2021                              Change
                                        Amount                Rate               Amount                Rate             Amount           Rate (bp)
Contractual interest expense        $      6,679               2.73  %       $      5,646               3.26  %       $  1,033                  (53)
Loss on interest rate swap                   526               0.21                   787               0.46              (261)                 (25)
Amortization of deferred debt
issuance costs and original issue
discount                                     482               0.22                   992               0.60              (510)                 (38)
Losses from extinguishment of debt             -                  -                    82               0.05               (82)                  (5)
Interest expense on borrowings             7,687               3.16  %              7,507               4.37  %            180                 (121)
Other interest expense                        86                                       25                                   61
Total interest expense              $      7,773                             $      7,532                             $    241

                                                                 Six Months Ended
                                               July 1, 2022                             July 2, 2021                              Change
                                        Amount                Rate               Amount                Rate             Amount           Rate (bp)
Contractual interest expense        $     11,326               2.49  %       $     11,751               3.29  %       $   (425)                 (80)
Loss on interest rate swap                 1,293               0.29                 1,821               0.51              (528)                 (22)
Amortization of deferred debt
issuance costs and original issue
discount                                     963               0.23                 2,018               0.60            (1,055)                 (37)
Losses from extinguishment of debt             -                  -                   428               0.12              (428)                 (12)
Interest expense on borrowings            13,582               3.01  %  -          16,018               4.52  %         (2,436)                (151)
Other interest expense                       159                                       46                                  113
Total interest expense              $     13,741                             $     16,064                             $ (2,323)


During 2022, increases in contractual interest expense due to higher average
debt outstanding have been completely or partially offset by lower applicable
interest rates. The higher average debt balance outstanding is the result of
borrowings to fund the Oscor and Aran acquisitions, while the lower interest
rates were the result of beneficial changes in our Senior Secured Credit
Facilities agreement. During the third and fourth quarters of 2021 we entered
into and subsequently amended a new Senior Secured Credit Facilities agreement,
which among other changes, lowered the interest rate spreads on our Revolving
Credit Facility and TLA Facility by 75 basis points and the LIBOR floor on our
TLB facility by 50 basis points.

Other components of interest expense on borrowings include losses on interest
rate swaps and non-cash amortization and write-off (losses from extinguishment
of debt) of deferred debt issuance costs and original issue discount. Interest
rate swap includes realized (gains) losses on our interest rate swap contract
which fluctuate depending on the spread between the rate swap contract fixed
rate and senior secured credit facility floating rate. Compared to the same
periods in 2021, amortization of deferred debt issuance costs and original issue
discount decreased as a result of the extended maturity under the new Senior
Secured Credit Facilities. We had no losses from extinguishment of debt during
2022. The losses from extinguishment of debt during the first six months of 2021
were related to prepayments of portions of the Term Loan B facility under the
previous credit agreement.

See Note 6 "Debt" of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information pertaining to our debt.



As of July 1, 2022 and December 31, 2021, approximately 16% and 18%,
respectively, of our principal amount of debt has been converted to fixed-rate
borrowings with interest rate swaps.  We enter into interest rate swap
agreements in order to reduce our exposure to fluctuations in the LIBOR rate.
See Note 13 "Financial Instruments and Fair Value Measurements" of the Notes to
the Condensed Consolidated Financial Statements contained in Item 1 of this
report for additional information pertaining to our interest rate swap
agreements.

                                     - 36 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Loss on Equity Investments



During the second quarter and first six months of 2022, we recognized losses on
equity investments of $0.3 million and $2.7 million, respectively. During the
second quarter and first six months of 2021, we recognized losses of $0.7
million and $2.0 million, respectively. The amounts for both 2022 and 2021
relate to our share of equity method investee losses including unrealized
depreciation of the underlying interests of the investee. As of July 1, 2022 and
December 31, 2021, the carrying value of our equity investments was $19.1
million and $21.8 million, respectively. See Note 13 "Financial Instruments and
Fair Value Measurements" of the Notes to the Condensed Consolidated Financial
Statements contained in Item 1 of this report for further details regarding
these investments.

Other Loss, Net



Other loss, net for the second quarter and first six months of 2022 was $0.2
million and $0.4 million, respectively, compared to $0.4 million and $0.1
million for the second quarter and first six months of 2021, respectively. Other
loss, net primarily includes gains/losses from the impact of exchange rates on
transactions denominated in foreign currencies. Our foreign currency transaction
gains/losses are based primarily on fluctuations of the U.S. dollar relative to
the Euro, Mexican peso, Uruguayan peso, Malaysian ringgits, Dominican peso, or
Israeli shekel.

The impact of exchange rates on transactions denominated in foreign currencies
included in Other loss, net for the second quarter and first six months of 2022
were losses of $0.4 million and $0.5 million, respectively, compared to losses
of $0.4 million and $0.1 million for the second quarter and first six months of
2021, respectively. We continually monitor our foreign currency exposures and
seek to take steps to mitigate these risks. However, fluctuations in exchange
rates could have a significant impact, positive or negative, on our financial
results in the future.
                                     - 37 -

--------------------------------------------------------------------------------


  Table of Contents

                          INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Provision for Income Taxes



We recognized income tax expense of $3.6 million for the second quarter of 2022
on $24.4 million of income before taxes (effective tax rate of 14.7%), compared
to an income tax expense of $1.3 million on $30.8 million of income before taxes
(effective tax rate of 4.4%) for the same period of 2021. The income tax expense
for the first six months of 2022 was $6.2 million on $38.4 million of income
before taxes (effective tax rate of 16.1%), compared to income tax expense of
$4.8 million on income before taxes of $55.8 million (effective tax rate of
8.6%) for the same period of 2021. We did not record discrete tax expense for
the second quarter of 2022. Income tax expense for the first six months of 2022
included $0.5 million of discrete tax expense. Income tax expense for the second
quarter and first six months of 2021 included $3.8 million and $4.4 million,
respectively, of discrete tax benefits consisting principally of $3.5 million of
tax benefits related to the reversal of unrecognized tax benefits resulting from
effective settlement of tax audits during the second quarter of 2021.

There is a potential for volatility in our effective tax rate due to several
factors including changes in the mix of pre-tax income and the jurisdictions to
which it relates, changes in tax laws and foreign tax holidays, business
reorganizations, settlements with taxing authorities and foreign currency
fluctuations. We continue to closely monitor developments related to proposed
changes in tax laws and tax rates, including current proposals for U.S. Tax
Reform and a proposed 15% Minimum Global Tax Rate proposed by the Organization
for Economic Cooperation and Development. We currently have various tax planning
initiatives in place and continuously evaluate planning strategies aimed at
reducing our effective tax rate over the long term. This includes strategies to
realize deferred tax assets that would otherwise expire unutilized.

Our effective tax rates for 2022 differ from the U.S. federal statutory tax rate
of 21% due principally to the net impact of the Company's earnings outside the
U.S., which are generally taxed at rates that differ from the U.S federal rate,
the GILTI tax, the FDII deduction, the availability of tax credits, and the
recognition of discrete tax items. The discrete tax amounts relate predominately
to excess tax benefits recognized upon vesting of RSUs and/or tax shortfalls
recorded for the forfeiture of certain PRSUs.

Our earnings outside the U.S. are generally taxed at blended rates that are
marginally lower than the U.S. federal rate. The GILTI provisions require us to
include foreign subsidiary earnings in excess of a deemed return on the foreign
subsidiary's tangible assets in our U.S. income tax return. The foreign
jurisdictions in which we operate and where our foreign earnings are primarily
derived, include Switzerland, Mexico, Uruguay, Malaysia and Ireland.

We currently have a tax holiday in Malaysia through April 2023 provided certain
conditions continue to be met. In addition, we acquired manufacturing operations
in the Dominican Republic as part of the Oscor Acquisition, and are operating
under a free trade zone agreement in the Dominican Republic through March 2034.
With the exception of the expiration of these tax holidays, we are not currently
aware of any material trends in these jurisdictions that are likely to impact
our current or future tax expense. Our future effective tax rates could be
adversely affected however, by earnings being lower than anticipated in
countries where we have lower effective tax rates and higher than anticipated in
countries where we have higher effective tax rates, or by changes in tax laws or
regulations. We regularly assess any significant exposure associated with
increases in tax rates in international jurisdictions and adjustments are made
as events occur that warrant adjustment to our tax provisions.

Liquidity and Capital Resources



                              July 1,       December 31,
(dollars in thousands)         2022             2021
Cash and cash equivalents   $  15,593      $      17,885
Working capital             $ 335,287      $     293,353
Current ratio                    2.70               2.84


Cash and cash equivalents at July 1, 2022 decreased by $2.3 million from
December 31, 2021, primarily due to purchases of property, plant and equipment
and debt principal payments offsetting cash generated from operating activities.
In addition, the acquisition of Aran resulted in a net cash disbursement of
$129.3 million, which was funded by proceeds from borrowing under our Senior
Secured Revolving Credit Facility.

                                     - 38 -

--------------------------------------------------------------------------------

Table of Contents

INTEGER HOLDINGS CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
Working capital increased by $41.9 million from December 31, 2021, primarily
from positive working capital fluctuations associated with accounts receivable
and inventory aggregating to $78.4 million, which were partially offset by
increases in accounts payable and accrued expenses and other current liabilities
of $26.2 million and $11.4 million, respectively. During the first six months of
2022, accounts receivable increased mainly from an increase in sales volume and
inventory increased to support higher product demand, sales volume and material
stock levels to protect availability of critical components. Accounts payable
increased mainly from higher sequential inventory purchases and the timing of
supplier payments. Accrued expenses and other current liabilities increased
mainly from the contingent consideration for the Aran acquisition.

At July 1, 2022, $14.4 million of our cash and cash equivalents were held by
foreign subsidiaries. We intend to limit our distributions from foreign
subsidiaries to previously taxed income or current period earnings. If
distributions are made utilizing current period earnings, we will record foreign
withholding taxes in the period of the distribution.

© Edgar Online, source Glimpses