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more
Commission, or SEC, including our Annual Report on Form 10-K,
and will be contained in all subsequent periodic filings we make with
the SEC. These documents identify in detail important risk factors that could
cause our actual performance to differ materially from
current expectations.
Risk factors and uncertainties that could cause actual results to differ
materially from current and historical results include, but
are not limited to: our dependence on third parties for the manufacture and
supply of our products and where we manufacture products,
our dependence on third parties for raw materials or purchased components;
risks relating to the achievement of our strategic growth
objectives,
including anticipated results of restructuring and value creation initiatives; risks
related to the Strategic Partnership Agreement
with KKR Hawaii Aggregator L.P.
entered into in January 2025; transitions in senior company leadership; our
ability to develop or
acquire and maintain and protect new products (particularly technology
and specialty products) and services and utilize new technologies
that achieve market acceptance with acceptable margins; transitional
challenges associated with acquisitions and joint ventures, including
the failure to achieve anticipated synergies/benefits, as well as significant
demands on our operations, information systems, legal,
regulatory, compliance,
financial and human resources functions in connection with acquisitions, dispositions
and joint ventures; certain
provisions in our governing documents that may discourage third-party
acquisitions of us; adverse changes in supplier rebates or other
purchasing incentives; risks related to the sale of corporate brand products; risks related
to activist investors; security risks associated with
our information systems and technology products and services, such as cyberattacks
or other privacy or data security breaches (including
the October 2023 incident); effects of a highly competitive (including,
without limitation, competition from third-party online commerce
sites) and consolidating market; political, economic, and regulatory
influences on the health care industry; risks from expansion of
customer purchasing power and multi-tiered costing structures; increases in
shipping costs for our products or other service issues with
our third-party shippers, and increases in fuel and energy
costs; changes in laws and policies governing manufacturing, development
and
investment in territories and countries where we do business; general global and domestic
macro-economic and political conditions,
including inflation, deflation, recession, unemployment (and
corresponding increase in under-insured populations),
consumer confidence,
sovereign debt levels, fluctuations in energy pricing and
the value of the U.S. dollar as compared to foreign currencies and changes to
other economic indicators;
failure to comply with existing and future regulatory requirements, including
relating to health care; risks
associated with the EU Medical Device Regulation; failure to comply with
laws and regulations relating to health care fraud or other laws
and regulations; failure to comply with laws and regulations relating to the
collection, storage and processing of sensitive personal
information or standards in electronic health records or transmissions; changes
in tax legislation, changes in tax rates and availability of
certain tax deductions; risks related to product liability,
intellectual property and other claims; risks associated with customs policies or
legislative import restrictions; risks associated with disease outbreaks,
epidemics, pandemics (such as the COVID-19 pandemic), or
similar wide-spread public health concerns and other natural or man-made disasters; risks
associated with our global operations; the threat
or outbreak of war (including, without limitation, geopolitical wars),
terrorism or public unrest (including, without limitation, the war in
Ukraine, the Israel-Gaza war and other unrest and threats in the Middle East and
the possibility of a wider European or global conflict);
changes to laws and policies governing foreign trade, tariffs and
sanctions or greater restrictions on imports and exports, including
changes to international trade agreements and the current imposition of (and
the potential for additional) tariffs by the U.S. on numerous
countries and retaliatory tariffs; supply chain disruption;
litigation risks; new or unanticipated litigation developments and the status of
litigation matters; our dependence on our senior management, (including,
without limitation, succession planning for our Chief Executive
Officer), employee hiring and retention, increases in labor
costs or health care costs, and our relationships with customers, suppliers and
manufacturers; and disruptions in financial markets. The order in which
these factors appear should not be construed to indicate their
relative importance or priority.
We caution that
these factors may not be exhaustive and that many of these factors are beyond our
ability to control or predict.
Accordingly, any forward-looking
statements contained herein should not be relied upon as a prediction of actual
results. We undertake
no duty and have no obligation to update forward-looking statements except
as required by law.
Included within the press release are non-GAAP financial measures that supplement
the Company’s Consolidated Statements of
Income prepared under generally accepted accounting principles (GAAP).
These non-GAAP financial measures adjust the Company’s
actual results prepared under GAAP to exclude certain items. In the schedule
attached to the press release, the non-GAAP measures have
been reconciled to and should be considered together with the Consolidated
Statements of Income. Management believes that non-GAAP
financial measures provide investors with useful supplemental information
about the financial performance of our business, enable
comparison of financial results between periods where certain items may vary independent
of business performance and allow for greater
transparency with respect to key metrics used by management in operating
our business. The impact of certain items that are excluded
include integration and restructuring costs, amortization of acquisition-related
assets, the insurance claim recovery associated with the
cybersecurity incident, changes in contingent consideration, costs associated with shareholder
advisory matters and select value creation
consulting costs, and litigation settlements because the amount and
timing of such charges are significantly impacted by the timing, size,
number and nature of the acquisitions we consummate and occur on an
unpredictable basis. These non-GAAP financial measures are
presented solely for informational and comparative purposes and should
not be regarded as a replacement for corresponding, similarly
captioned, GAAP measures.
1
See Exhibit A for details of sales growth. Internal sales growth is calculated
from total net sales using constant foreign
currency exchange rates and excludes sales from acquisitions.
2
See Exhibit B for a reconciliation of GAAP net income and diluted
EPS to non-GAAP net income and diluted EPS.
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