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For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein,
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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”,
“have
confidence or confident that it will” 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 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
(including, without limitation,
the transition to a new Chief Executive Officer); 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 wars in Ukraine and Iran,
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,
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.