Forward-Looking Statements/Additional Notes 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.; our expectations that actions related to our announced restructuring plan to improve our cost structure will be completed by 2017 and that we will begin to realize plan-related savings beginning in 2015; 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; our expectations with respect to benefits from manufacturing cost improvement programs and that those benefits will be offset by certain additional costs associated with the manufacturing facility consolidation program that will note be treated as non- GAAP add-backs; forecasted 2014 adjusted operating margins excluding intangible amortization expense; our expectation that year-over- year gross margin gains will be tempered by investment in our distributor-to-direct strategy and Vidacare’s higher relative SG&A; forecasted 2014 adjusted earnings per share and growth; our expectation that interest expense for Q2 through Q4 will be lower as a result of reduced borrowings under our revolving credit facility; our expectations with respect to the impact on our forecasted 2014 adjusted earnings per share of certain expenses associated with our facility footprint rationalization program that will not be treated as non-GAAP add-backs; 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 diluted earnings per share; adjusted gross profit and margin; adjusted operating income and margin; and adjusted tax rate. 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, the establishment of a litigation reserve and a litigation verdict against the Company with respect to a non-operating joint venture; (v) amortization of the debt discount on the Company’s convertible notes; (vi) intangible amortization expense; and (vii) 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 integration costs. Adjusted operating income and margins exclude the impact of restructuring and other impairment charges, losses and other charges primarily relating to the reversal of contingent consideration liabilities, acquisition and integration costs and a litigation verdict against us with respect to a non-operating joint venture. In addition, adjusted operating margins exclude the impact of intangible amortization expense. Adjusted tax rate is the percentage of the Company’s adjusted taxes on income from continuing operations to its adjusted income from continuing operations before taxes. Adjusted taxes on income from continuing operations excludes, depending on the period presented, the impact of tax benefits or costs associated with (i) restructuring and impairment charges, (ii) amortization of the debt discount on the Company’s convertible notes, (iii) intangible amortization expense, (iv) the resolution of, or expiration of statutes of limitations with respect to, various prior years’ tax matters and (v) losses and other charges related to related to acquisition and integration costs, the reversal of liabilities related to certain contingent consideration arrangements, the establishment of a litigation reserve and a litigation verdict against the Company with respect to a non-operating joint venture. 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. 4 |