35
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
In accordance with the “Safe Harbor” provisions of the Private SecuritiesLitigation Reform Act of 1995, we
provide the following cautionary remarks regarding important factorsthat, among others, could cause future results
to differ materially from the forward-looking statements, expectations and assumptionsexpressed or implied herein.
All forward-looking statements made by us are subject to risks and uncertaintiesand are not guarantees of future
performance.These forward-looking statements involve known and unknownrisks, uncertainties and other factors
that may cause our actual results, performance and achievementsor industry results to be materially different from
any future results, performance or achievements expressed or impliedby such forward-looking statements.These
statements are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,”
“plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “tomake” or other comparable terms.Factors that
could cause or contribute to such differences include, but are not limited to,those discussed in the documents we
file with the Securities and Exchange Commission (SEC), including our AnnualReport on Form 10-K, and will be
contained in 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 currentexpectations.
Risk factors and uncertainties that could cause actual results to differ materially fromcurrent and historical results
include, but are not limited to: our dependence on third parties forthe manufacture and supply of our products and
where we manufacture products, our dependence on third partiesfor raw materials or purchased components; risks
relating to the achievement of our strategic growth objectives, includinganticipated results of restructuring and
value creation initiatives; risks related to the Strategic Partnership Agreement withKKR Hawaii Aggregator L.P.
entered into in January 2025; transitions in senior company leadership(including, without limitation, the transition
to our new Chief Executive Officer); our ability to develop or acquire andmaintain and protect new products
(particularly technology and specialty products) and services and utilizenew technologies that achieve market
acceptance with acceptable margins; transitional challenges associated with acquisitionsand joint ventures,
including the failure to achieve anticipated synergies/benefits, as well as significantdemands on our operations,
information systems, legal, regulatory, compliance, financial and human resources functions in connection with
acquisitions, dispositions and joint ventures; certain provisionsin our governing documents that may discourage
third-party acquisitions of us; adverse changes in supplier rebatesor other purchasing incentives; risks related to the
sale of corporate brand products; risks related to activist investors; securityrisks associated with our information
systems and technology products and services, such as cyberattacks orother 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 purchasingpower and multi-tiered costing structures;
increases in shipping costs for our products or other service issueswith our third-party shippers, and increases in
fuel and energy costs; changes in laws and policies governing manufacturing, developmentand investment in
territories and countries where we do business; general global and domesticmacro-economic and political
conditions, including inflation, deflation, recession, unemployment (and correspondingincrease in under-insured
populations), consumer confidence, sovereign debt levels, fluctuations in energy pricingand the value of the U.S.
dollar as compared to foreign currencies and changes to other economicindicators; 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 healthcare fraud or other laws and regulations;
failure to comply with laws and regulations relating to the collection, storageand 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 productliability, 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), orsimilar 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 wars
in Ukraine and Iran, the Israel-Gaza war and other unrest and threats in the MiddleEast and the possibility of a
wider European or global conflict); changes to laws and policies governingforeign trade, tariffs and sanctions or
greater restrictions on imports and exports, including changes to internationaltrade agreements and the current
imposition of (and the potential for additional) tariffs by the U.S. on numerouscountries and retaliatory tariffs;