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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. Forward
looking statements include the overall impact of the Novel Coronavirus Disease
2019 (COVID-19) on the Company, its
results of operations, liquidity and financial condition (including any
estimates of the impact on these items), the rate and
consistency with which dental and other practices resume or maintain
normal operations in the United States and
internationally, expectations regarding personal protective equipment (“PPE”) products and COVID-19 related product sales
and inventory levels, whether additional resurgences or variants of the virus will adversely
impact the resumption of normal
operations, whether supply chain disruptions will adversely impact our
business, the impact of integration and restructuring
programs as well as of any future acquisitions, general economic conditions
including exchange rates, inflation and recession,
and more generally current expectations regarding performance in current
and future periods. Forward looking statements
also include the (i) ability of the Company to have continued access to a
variety of COVID-19 test types, and expectations
regarding COVID-19 test sales, demand and inventory levels, and
(ii) potential for the Company to distribute the COVID-19
vaccines and ancillary supplies.
Risk factors and uncertainties that could cause actual results to differ materially from
current and historical results
include, but are not limited to: risks associated with COVID-19
and any variants thereof, as well as other disease outbreaks,
epidemics, pandemics, or similar wide-spread public health concerns
and other natural disasters; our dependence on third
parties for the manufacture and supply of our products; our ability to
develop or acquire and maintain and protect new
products (particularly technology products) and 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; legal, regulatory, compliance, cybersecurity, financial and tax risks associated 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; effects of a highly competitive (including, without limitation, competition
from third-party online commerce
sites) and consolidating market; the repeal or judicial prohibition on implementation
of the Affordable Care Act; 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;
general global and domestic
macroeconomic and political conditions, including inflation, deflation,
recession, fluctuations in energy pricing and the value
of the U.S. dollar as compared to foreign currencies and changes to other economic
indicators, international trade agreements,
potential trade barriers and terrorism; failure to comply with existing and
future regulatory requirements; 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; risks
related to product liability, intellectual property and other claims; litigation risks; new or unanticipated litigation
developments and the status of litigation matters; risks associated with
customs policies or legislative import restrictions;
cyberattacks or other privacy or data security breaches; risks associated with
our global operations; our dependence on our
senior management, employee hiring and retention, 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
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 schedules
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, and amortization of acquisition-related assets,
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