Item 1A. Risk Factors

The following risk factors, which should be read in conjunction with our risk factors disclosed in the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2020, could materially affect our business, financial condition or results of operations. Except as set forth below, we are not aware of any material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2020.

Risks Relating to our Proposed Acquisition of Hill-Rom Holdings Inc. (Hillrom)

The proposed acquisition of Hillrom may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.

Consummation of our proposed acquisition of Hillrom is conditioned on, among other things, obtaining the approval of Hillrom’s shareholders and obtaining necessary governmental and regulatory approvals. If any of the conditions to the acquisition are not satisfied, it could delay or prevent the proposed acquisition from occurring, which could negatively impact our stock price, future business or financial results. Further, regulators may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of our business after the closing. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the acquisition or may reduce the anticipated benefits of the transaction. Moreover, the occurrence of any other event, change or other circumstance that could give rise to the termination of the merger agreement between the parties could negatively impact our stock price, future business or financial results (including as a result of a reverse termination fee we would be required to pay to Hillrom in certain circumstances in connection with termination of the merger agreement).

We may fail to realize the anticipated benefits of the Hillrom acquisition.

If consummated, the success of the Hillrom acquisition will depend on, among other things, our ability to combine our business and the business of Hillrom in a manner that facilitates growth opportunities, realizes anticipated synergies and achieves certain previously communicated net leverage targets without adversely affecting current revenues and investments in future growth. If we are not able to successfully achieve these objectives, the anticipated benefits of the Hillrom acquisition may not be realized fully or at all or may take longer to realize than expected.

There is a significant degree of difficulty and management distraction inherent in the process of integrating an acquisition, including challenges consolidating certain operations and functions (including regulatory functions), integrating technologies, organizations, procedures, policies and operations, addressing differences in the business cultures of the two companies and retaining key personnel. The integration may be complex and time consuming and involve delays or additional and unforeseen expenses. The integration process and other disruptions resulting from the Hillrom acquisition may also disrupt our ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect our relationships with market participants, employees, regulators and others with whom we and Hillrom have business or other dealings. Any failure to successfully or cost-effectively integrate Hillrom following the acquisition could have a material adverse effect on our business and cause reputational harm.

We expect to incur a substantial amount of debt in connection with the acquisition, which could adversely affect our business, financial condition or results of operations.

We expect to incur acquisition-related debt financing of approximately $11.4 billion to fund the cash consideration for the acquisition, refinance certain indebtedness of Hillrom and pay fees and expenses related to the foregoing. Our substantially increased indebtedness and higher debt-to-equity ratio following completion of the acquisition will have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and will increase our borrowing costs (including as a result of the anticipated downgrade in our credit ratings). The increased levels of indebtedness could also reduce funds available to engage in investments in product development, capital expenditures, dividend payments, acquisitions, share repurchases and other activities and may create competitive disadvantages for us relative to other companies with lower debt levels.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In July 2012, we announced that our Board of Directors authorized us to repurchase up to $2.0 billion of our common stock on the open market or in private transactions. The Board of Directors increased this authority by an additional $1.5 billion in each of November 2016 and February 2018, by an additional $2.0 billion in November 2018 and by an additional $1.5 billion in October 2020. During the third quarter of 2021, we did not repurchase any shares under this authority. We had $1.3 billion remaining under this program as of September 30, 2021. This program does not have an expiration date.