Item 6. [RESERVED]
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Item 6. [RESERVED]
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”, “estimate,” "expect," “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions may identify are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated.
Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about the following:
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The effect of and uncertainties related to the ongoing COVID-19 pandemic (including any government responses thereto) and any continued recovery from the impact of the COVID-19 pandemic;
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our ability to achieve and maintain profitability in the future;
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our ability to respond to general economic conditions, including elevated levels of inflation;
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our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;
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the impact on our business of the regulatory environment and complexities with compliance;
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unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation;
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competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services;
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changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid and declining reimbursement rates for pharmaceuticals;
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increasing governmental regulations regarding the pharmaceutical supply channel;
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continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances;
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continued prosecution or suit by federal and state governmental entities and other parties (including third-party payors, hospitals, hospital groups and individuals) of alleged violations of laws and regulations regarding controlled substances, and any related disputes, including shareholder derivative lawsuits;
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increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs;
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failure to comply with the Corporate Integrity Agreement;
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the outcome of any legal or governmental proceedings that may be instituted against us, including material adverse resolution of pending legal proceedings;
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the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers;
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changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms;
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the possibility that various conditions to the consummation of the acquisition of PharmaLex may not be satisfied or that their satisfaction may be delayed; uncertainties as to the timing of the consummation of the acquisition of PharmaLex;
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unexpected costs, charges or expenses resulting from the acquisition of PharmaLex;
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the integration of the Alliance Healthcare and PharmaLex businesses into the Company being more difficult, time consuming or costly than expected;
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the Company's, Alliance Healthcare's, or PharmaLex's failure to achieve expected or targeted future financial and operating performance and results;
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the effects of disruption from the acquisition and related strategic transactions on the respective businesses of the Company, Alliance Healthcare and PharmaLex, and the fact that the acquisition and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners;
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the acquisition of businesses, including the acquisition of the Alliance Healthcare and PharmaLex businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the
inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period;
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risks associated with the strategic, long-term relationship between WBA and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement;
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managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations;
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our ability to respond to financial market volatility and disruption;
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changes in tax laws or legislative initiatives that could adversely affect the Company's tax positions and/or the Company's tax liabilities or adverse resolution of challenges to the Company's tax positions;
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the loss, bankruptcy or insolvency of a major supplier, or substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19;
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financial and other impacts of COVID-19 on our operations or business continuity;
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changes to the customer or supplier mix;
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malfunction, failure or breach of sophisticated information systems to operate as designed, and risks generally associated with cybersecurity;
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risks generally associated with data privacy regulation and the international transfer of personal data;
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financial and other impacts of macroeconomic and geopolitical trends and events, including the unfolding situation in Russia and Ukraine and its regional and global ramifications;
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natural disasters or other unexpected events, such as additional pandemics, that affect the Company’s operations;
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the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings;
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the Company's ability to manage and complete divestitures;
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the disruption of the Company’s cash flow and ability to return value to its stockholders in accordance with its past practices;
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interest rate and foreign currency exchange rate fluctuations;
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declining economic conditions and increases in inflation in the United States and abroad; and
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other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting the Company’s business generally.
These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
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