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Cautionary Note Regarding Forward-Looking Statements and Use of Non-GAAP Financial Information
In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the
following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the
forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by us are
subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements or industry results
to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
These statements include total sales growth, EPS and Adjusted EBITDA guidance and are generally identified by the use of such
terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other
comparable terms. A fuller discussion of our operations, financial condition and status of litigation matters, including factors that may
affect our business and future prospects, is contained in documents we have filed with the United States Securities and Exchange
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-optimization 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