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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 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 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.
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 Annual Report on Form
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; risks
related to the Strategic Partnership Agreement
with KKR Hawaii Aggregator L.P. entered into in January 2025; our ability to develop or acquire and maintain and
protect new products (particularly technology products) and services
and utilize new technologies that achieve
market acceptance with acceptable margins; transitional challenges associated with
acquisitions, dispositions 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; changes in 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, ongoing wars, fluctuations in energy pricing and
the value of the U.S. dollar as
compared to foreign currencies, changes to other economic indicators
and international trade agreements; the threat
or outbreak of war, 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, including
the current imposition of additional
new tariffs by the U.S. on numerous countries, retaliatory tariffs and potential for additional retaliatory
tariffs;
greater restrictions on imports and exports; supply chain disruption; geopolitical
wars; 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; litigation risks; new
or unanticipated litigation developments and the status of litigation matters;
our dependence on our senior
management, employee hiring and retention, increases in labor costs or
health care costs, and our relationships with