Forward-Looking Statements/Additional Notes 4 This presentation and our discussion contain forward-looking information and statements including, but not limited to, the expected accretive impact of our acquisition of Mayo Healthcare Pty Ltd.; forecasted 2014 constant currency revenue growth; the expected contributions of our acquisition of Vidacare and distributor-to-direct conversions, both completed and planned, to our 2014 constant currency revenue growth; our expectation that 2014 constant currency revenue growth from new product introductions will be at levels comparable to 2012 and 2013; our expectation that 2014 base volume growth will be modest; our expectation that the majority of pricing improvements in 2014 will result from our distributor-to-direct strategy and that we will be selective with respect to product pricing opportunities; forecasted 2014 adjusted gross and operating margins; our expectation that 2014 gross margins for the Vidacare business will remain at approximately 85%; our expectation that distributor-to-direct conversions and manufacturing cost improvements will contribute to improvements in our 2014 adjusted gross and operating margins; forecasted 2013 adjusted earnings per share; and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward–looking statements. These risks and uncertainties are addressed in our SEC filings, including our most recent Form 10-K. This presentation includes certain non-GAAP financial measures, which include revenue growth on a constant currency basis; adjusted gross profit and margin; adjusted operating income and margins; and adjusted earnings per share. Adjusted diluted earnings per share excludes, depending on the period presented, (i) the effect of charges associated with our restructuring programs, as well as goodwill and other asset impairment charges; (ii) loss on extinguishment of debt; (iii) the gain or loss on sales of businesses and assets; (iv) losses and other charges related to acquisition and integration costs, the reversal of liabilities related to certain contingent consideration arrangements and a previously announced stock keeping unit rationalization program, a litigation verdict against the Company with respect to a non-operating joint venture, the establishment of a litigation reserve and facility relocation costs; (v) amortization of the debt discount on the Company’s convertible notes; (vi) charges associated with the amortization of additional interest expense related to an interest rate swap terminated in 2011; (vii) intangible amortization expense; and (viii) tax benefits resulting from the resolution of prior years’ tax matters and the filing of prior years’ amended tax returns. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares). Constant currency revenue growth excludes the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. Adjusted gross profit and margin exclude the impact of certain losses and other charges, primarily related to acquisition and severance costs. Adjusted operating income and margins exclude the impact of a goodwill impairment, restructuring and other impairment charges, (gain) loss on sale of businesses and assets and certain losses and other charges. In addition, adjusted operating margins exclude the impact of intangible amortization expense. Reconciliation of these non-GAAP measures to the most comparable GAAP measures is contained within this presentation. Unless otherwise noted, the following slides reflect continuing operations. |