REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and the Board of Directors of Atrion Corporation:
We have audited the accompanying consolidated balance sheets of Atrion Corporation (a Delaware corporation) and Subsidiaries as of December 31, 2003
and 2002, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
The financial statements of Atrion Corporation and Subsidiaries as of and for the year in the period ended December 31, 2001, were audited by other auditors
who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated February 25, 2002.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Atrion Corporation
and Subsidiaries as of December 31, 2003 and 2002, and the consolidated results of their operations and their consolidated cash flows for the years then
ended in conformity with accounting principles generally accepted in the United States of America.
As discussed above, the financial statements of Atrion Corporation and Subsidiaries as of December 31, 2001, and for the year then ended were audited by
other auditors who have ceased operations. As described in Note 2, these financial statements have been revised to include the transitional disclosures required
by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as of January 1, 2002. Our
audit procedures with respect to the disclosures in Note 2 with respect to 2001 included agreeing the previously reported net income to the previously issued
financial statements and the adjustments to reported net income representing amortization expense (including any related tax effects) recognized in those
periods related to goodwill to the Company’s underlying records obtained from management. We also tested the mathematical accuracy of the reconciliation
of adjusted net income to reported net income, and the related income-per-share amounts. In our opinion, the disclosures for 2001 in Note 2 are appropriate.
However, we were not engaged to audit, review, or apply any procedures to the 2001 financial statements of the Company other than with respect to such
disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 financial statements taken as a whole. 
Grant Thornton LLP
Dallas, Texas
February 13, 2004
This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with Atrion Corporation and Subsidiaries Annual Report
for the year ended December 31, 2001. This audit report has not been reissued by Arthur Andersen LLP in connection with this Annual Report. The
consolidated balance sheets as of December 31, 2001 and 2000 and the consolidated statements of income and cash flows for the years ended
December 31, 2000 and 1999 referred to in this report have not been included in the accompanying financial statements.
To the Stockholders and the Board of Directors of Atrion Corporation: