Exhibit 99.01
The Private Securities Litigation Reform Act of 1995, as amended (the "Act"),
provides a "safe harbor" for "forward-looking statements" (as defined in the
Act). The Company's filings with the Securities and Exchange Commission (the
"SEC"), including its Annual Report on Form 10-K, Summary Annual Report to
Shareholders, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
(along with any exhibits to such filings as well as any amendments to such
filings), press releases, other written or oral statements made by or on behalf
of the Company, may include, refer to or incorporate by reference
forward-looking statements which reflect the Company's current view (as of the
date such forward-looking statement is made) with respect to future events,
prospects, projections and/or financial performance. These forward-looking
statements are subject to various risks and uncertainties that could cause
actual results to differ materially from those contemplated, projected,
anticipated or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to:
- uncertainties relating to general economic, political, business,
industry, regulatory and market conditions;
- the loss of one or more key customer or supplier relationships, such
as pharmaceutical and medical/surgical manufacturers for which
alternative supplies may not be available or easily replaceable, or
unfavorable changes to the terms of those relationships, or changes
in customer mix;
- changes in manufacturers' pricing, selling, inventory, distribution
or supply policies or practices, including policies concerning price
inflation or deflation;
- uncertainties related to the timing, negotiation and likelihood of
success of the Company's Pharmaceutical Distribution business model
transition with respect to how the Company is compensated for the
logistical, capital and administrative services that it provides to
pharmaceutical manufacturers, and the continued dependence until
such transition is completed, if ever, upon pharmaceutical price
inflation, which price inflation is often unpredictable;
- changes in the distribution or outsourcing pattern for
pharmaceutical and medical/surgical products and services, including
an increase in direct distribution or a decrease in contract
packaging by pharmaceutical manufacturers;
- potential liabilities associated with warranties of the Company's
information systems, and the malfunction or failure of the Company's
information systems or those of third parties with whom the Company
do business, such as malfunctions or failures associated with
date-related issues, incompatible software, improper coding and
disruption to internet-related operations;
- the costs, difficulties, and uncertainties related to the
integration of acquired businesses, including liabilities related to
the operations or activities of such businesses prior to their
acquisition;
- changes to the presentation of financial results and position
resulting from adoption of new accounting principles or upon the
advice of the Company's independent accountants or the staff of the
SEC;
- weaknesses in internal controls and procedures including those
arising in connection with Section 404 of the Sarbanes-Oxley Act of
2002;
- difficulties and costs associated with enhancing the Company's
accounting systems and internal controls and complying with
financial reporting requirements;
- changes in government regulations or the Company's failure to comply
with those regulations or other applicable laws;
- the results, effects or timing of any internal or external inquiry
or investigation, including those by any regulatory authority and
any related legal and administrative proceedings, which may include
the institution of administrative, civil injunctive or criminal
proceedings against the Company and/or current or former Company
employees, officers and/or directors, as well as the imposition of
fines and penalties, suspensions or debarments from government
contracting, and/or other remedies and sanctions;
- the impact of previously announced restatements;
- the costs and effects of commercial disputes, shareholder claims,
derivative claims or other legal proceedings;
- the effects, timing or success of restructuring programs or plans;
- downgrades of the Company's credit ratings, and the potential that
such downgrades could negatively impact the Company's access to
capital or increase the Company's cost of capital;
- increased costs for the raw materials used by the Company's
manufacturing businesses or shortages in these raw materials;
- the risks of counterfeit products in the supply chain;
- the possible adverse effects on the Company of the importation of
pharmaceuticals and/or other health care products;
- injury to person or property resulting from the Company's
manufacturing, compounding, packaging, repackaging, drug delivery
system development and manufacturing, information systems, or
pharmacy management services;
- competitive factors in the Company's healthcare service businesses,
including pricing pressures;
- unforeseen changes in the Company's existing agency and distribution
arrangements;
- the continued financial viability and success of the Company's
customers, suppliers, and franchisees;
- difficulties encountered by the Company's competitors, whether or
not the Company faces the same or similar issues;
- technological developments and products offered by competitors;
- failure to retain or continue to attract senior management or key
personnel;
- uncertainties related to transitions in senior management positions;
- risks associated with international operations, including
fluctuations in currency exchange ratios;
- costs associated with protecting the Company's trade secrets and
enforcing its patent, copyright and trademark rights, and successful
challenges to the validity of its patents, copyrights or trademarks;
- difficulties or delays in the development, production,
manufacturing, and marketing of new products and services, including
difficulties or delays associated with obtaining requisite
regulatory consents or approvals associated with those activities or
the failure of the Company to adequately comply with applicable
regulations and quality practices or standards;
- strikes or other labor disruptions;
- labor, pension and employee benefit costs;
- changes in hospital buying groups or hospital buying practices; and
- other factors described in the Company's Annual Report on Form 10-K,
Summary Annual Report to Shareholders, Quarterly Reports on Form
10-Q or the other documents the Company files with the SEC
including, but not limited to the section entitled "Risk Factors
That May Affect Future Results" in the Company's Annual Report on
Form 10-K.
The words "believe," "expect," "anticipate," "project," and similar expressions
generally identify "forward-looking statements," which speak only as of the date
the statement was made. The Company undertakes no obligation (nor does it
intend) to publicly update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise, except to the extent
required under applicable law.