Stryker Corp: Form 10-Q for the period ended Mar 31, 2026

ABOUT STRYKER

Stryker Corporation ("we" or the "Company") is a global leader in

medical technologies and, together with our customers, we are

driven to make healthcare better. We offer innovative products

and services in MedSurg, Neurotechnology, and Orthopaedics

that help improve patient and healthcare outcomes. Alongside

our customers around the world, we impact more than 150 million

patients annually. Our goal is to achieve sales growth at the high-

end of the medical technology (MedTech) industry and maintain

our long-term capital allocation strategy that prioritizes: (1)

Acquisitions, (2) Dividends and (3) Share repurchases.

In the first quarter 2026 we announced a change in our

organizational structure. Our new Ortho Tech business combines

the orthopaedic instruments portfolio from our Instruments

business with our Mako and enabling technologies portfolio from

our Other Orthopaedics business. By bringing Mako, power tools,

cutting accessories, enabling technologies and the teams behind

these products together under one business, we are simplifying

the customer experience and striving to increase our speed to

market through focused innovation.

Following this reorganization we will continue to have two

business segments - (i) MedSurg and Neurotechnology and (ii)

Orthopaedics, each of which comprise a reportable segment. All

historical financial segment information has been recast to

conform to this new presentation.

MedSurg and Neurotechnology products include surgical

equipment, patient and caregiver safety technologies, and a

comprehensive line of products for traditional brain and open

skull-based surgical procedures orthobiologic and biosurgery

products, including synthetic bone grafts and vertebral

augmentation (Instruments), endoscopic and communications

systems (Endoscopy), patient handling, emergency medical

equipment, intensive care disposable products, clinical

communication and artificial intelligence-assisted virtual care

platform technology (Medical), and minimally invasive products

for the treatment of acute ischemic and hemorrhagic stroke and

venous thromboembolism (Vascular). Orthopaedics products

include implants and surgical equipment such as navigation

systems and robotics used in total joint replacements, such as

hip, knee and shoulder, ankle and trauma and extremities

surgeries. We bring patients and physicians advanced implant

designs and specialized instrumentation that make orthopaedic

surgery and recovery simpler, faster and more effective. We

support surgeons with technologies, products and services they

need to support each patient’s clinical challenge.

Macroeconomic Environment

In 2025 the United States government announced new tariffs on

goods imported into the United States from dozens of countries,

including China and the European Union member states. In 2026

the United States Supreme Court issued a ruling in Learning

Resources, Inc. v. Trump striking down certain tariffs previously

imposed under the International Emergency Economic Powers

Act. While this ruling may lead to potential refunds for tariffs paid

during 2025, and the United States government subsequently

announced a process for seeking such refunds, the availability,

timing, and amount of such refunds remain uncertain and subject

to further legal and administrative developments. Following this

decision the United States administration announced the

invocation of alternative authorities, including Section 122 of the

Trade Act of 1974, to impose new tariffs on imports. These further

actions may increase costs and impact our operational results.

We continue to monitor and evaluate the situation. The overall

macroeconomic and geopolitical environment, including tariffs or

changes in trade policies, slower economic growth or recession,

market volatility and inflation, and uncertainty regarding all of the

foregoing, pose risks that could impact our business and results

of operations. For more information about these risks, see Item

1A. "Risk Factors" in our Annual Report on Form 10-K for 2025.

Overview of the Three Months

In the three months 2026 we achieved sales growth of 2.6% from

2025. Excluding the impact of acquisitions and divestitures, sales

grew 1.0% in constant currency. We reported operating income

margin of 15.5%, net earnings of $745 and net earnings per

diluted share of $1.93. Excluding the impact of certain items,

adjusted operating income margin(1) contracted by 180 basis

points to 21.1%, with adjusted net earnings(1) of $1,004 and

adjusted net earnings per diluted share(1) of $2.60, a decrease of

8.5% from 2025.

Recent Developments

In the first quarter 2026 we identified a cybersecurity incident

which caused disruptions to our business operations. We worked

diligently, together with third-party experts and law enforcement,

to contain and neutralize the impact of the incident and restore

operations. Our investigation of the incident remains ongoing. For

more information about risks relating to the impact of the

cybersecurity incident to our business, financial condition and

results of operations, see Item 1A. “Risk Factors” in Part II of this

Form 10-Q.

(1) Refer to "Non-GAAP Financial Measures" for a discussion of non-

GAAP financial measures used in this report and a reconciliation to the

most directly comparable GAAP financial measure.

Dollar amounts are in millions except per share amounts or as otherwise specified. 12

STRYKER CORPORATION 2026 First Quarter Form 10-Q

nm - not meaningful

Supplemental Net Sales Growth Information

Note: In the first quarter 2026 we announced a change in our organizational structure. Our new Ortho Tech business combines the

orthopaedic instruments portfolio (Orthopaedic Instruments) from Instruments with Other Orthopaedics. In addition, Neuro Cranial and

the spine enabling technologies portfolio (Enabling Technologies) from Other Orthopaedics was combined with the remaining

Instruments business to align with our internal reporting structure. Ortho Tech includes sales related to Orthopaedic Instruments of $489

and $484 and Other Orthopaedics of $157 and $133. Instruments includes sales related to Neuro Cranial of $606 and $563 and

Enabling Technologies of $26 and $29 for the three months 2026 and 2025. We have reflected these changes in all historical periods

presented.

Dollar amounts are in millions except per share amounts or as otherwise specified. 13

STRYKER CORPORATION 2026 First Quarter Form 10-Q

Consolidated Net Sales

Consolidated net sales increased 2.6% in the three months 2026

as reported and 1.0% in constant currency, as foreign currency

exchange rates positively impacted net sales by 1.6%. Excluding

the 1.4% impact of acquisitions and divestitures, net sales in

constant currency increased by 2.1% from increased unit volume

and 0.3% due to higher prices. The unit volume increase was due

to higher product shipments across most MedSurg and

Neurotechnology businesses and all Orthopaedics businesses.

MedSurg and Neurotechnology Net Sales

MedSurg and Neurotechnology net sales increased 5.0% in the

three months 2026 as reported and 3.6% in constant currency, as

foreign currency exchange rates positively impacted net sales by

1.4%. Excluding the 2.7% impact of acquisitions and divestitures,

net sales in constant currency increased by 0.3% from increased

unit volume and 0.6% from higher prices. The unit volume

increase was due to higher shipments across the Instruments

and Vascular businesses.

Orthopaedics Net Sales

Orthopaedics net sales increased 0.1% in the three months 2026

as reported but decreased 1.8% in constant currency, as foreign

currency exchange rates positively impacted net sales by 1.9%.

Excluding the 5.9% impact of acquisitions and divestitures, net

sales in constant currency increased 4.1% from increased unit

volume. The unit volume increase was due to higher shipments

across all Orthopaedics businesses.

Gross Profit

Gross profit was $3,810 and $3,744 in the three months 2026

and 2025. The key components of the change were:

Gross profit as a percentage of net sales in the three months

2026 decreased to 63.3% from 63.8% in 2025 driven by higher

manufacturing and supply chain costs primarily due to idle

production time related to the cybersecurity incident.

Research, Development and Engineering Expenses

Research, development and engineering expenses increased $8

or 2.0% in the three months 2026. Expenses as a percentage of

net sales of 6.9% in the three months 2026 remained flat with

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $19 or

0.8% in the three months 2026. As a percentage of net sales,

expenses decreased to 37.9% from 39.2% in 2025, primarily due

to continued spend discipline and lower acquisition and

integration-related charges. Expenses in the three months 2025

included a charge of $139 for share-based awards for Inari

employees that vested upon our acquisition.

Amortization of Intangible Assets

Amortization of intangible assets was $180 and $167 in the three

months 2026 and 2025. Refer to Note 7 to our Consolidated

Financial Statements for further information.

Goodwill and other impairments

Goodwill and other impairments was $35 in the three months

Operating Income

Operating income was $936 and $837 in the three months 2026

and 2025. Operating income as a percentage of net sales in the

three months 2026 increased to 15.5% from 14.3% in 2025.

Refer to the discussion above for the primary drivers of the

change.

MedSurg and Neurotechnology operating income as a

percentage of net sales decreased to 21.8% in the three months

2026 from 24.8% in 2025. Orthopaedics operating income as a

percentage of net sales decreased to 30.1% in the three months

2026 from 30.4% in 2025. The key components of the change

were:

The decrease in MedSurg and Neurotechnology operating

income as a percentage of net sales for the three months was

primarily driven by higher manufacturing and supply chain costs

due to idle production time related to the cybersecurity incident,

higher selling, general and administrative expenses, and higher

research, development and engineering expenses partially offset

by higher unit volumes and prices.

The decrease in Orthopaedics operating income as a percentage

of net sales for the three months was primarily driven by higher

manufacturing and supply chain costs due to idle production time

related to the cybersecurity incident and lower unit volumes

partially offset by lower selling, general and administrative

expenses and research, development and engineering expenses.

Interest Expense

Interest expense was $148 and $137 in the three months 2026

and 2025. The increase in interest expense in the three months

2026 from 2025 was primarily due to 2025 debt issuances.

Other Income

Other income was $62 and $64 in the three months 2026 and

2025. The decrease in other income in the three months 2026

from 2025 was primarily due to lower interest income in 2026.

Income Taxes

Our effective tax rates were 12.4% and 14.4% in the three

months 2026 and 2025. The effective tax rates for the three

months 2026 and 2025 reflect the continued lower effective

income tax rates as a result of our European operations and

certain discrete tax items.

Our future results of operations could be affected by changes in

the effective tax rate as a result of changes in tax laws,

regulations and judicial rulings. We are continuing to evaluate the

impact of tax reform in the countries in which we operate as new

guidance is published and new regulations are adopted.

Dollar amounts are in millions except per share amounts or as otherwise specified. 14

STRYKER CORPORATION 2026 First Quarter Form 10-Q

Net Earnings

Net earnings increased to $745 or $1.93 per diluted share in the

three months 2026 from $654 or $1.69 per diluted share in 2025.

Refer to the discussion above for the primary drivers of the

change.

Non-GAAP Financial Measures

We supplement the reporting of our financial information

determined under accounting principles generally accepted in the

United States (GAAP) with certain non-GAAP financial measures,

including percentage sales growth in constant currency;

percentage organic sales growth; adjusted gross profit; adjusted

selling, general and administrative expenses; adjusted research,

development and engineering expenses; adjusted operating

income; adjusted other income (expense), net; adjusted income

taxes; adjusted effective income tax rate; adjusted net earnings;

and adjusted net earnings per diluted share (Diluted EPS). We

believe these non-GAAP financial measures provide meaningful

information to assist investors and shareholders in understanding

our financial results and assessing our prospects for future

performance. Management believes percentage sales growth in

constant currency and the other adjusted measures described

above are important indicators of our operations because they

exclude items that may not be indicative of or are unrelated to our

core operating results and provide a baseline for analyzing trends

in our underlying businesses. Management uses these non-

GAAP financial measures for reviewing the operating results of

reportable business segments and analyzing potential future

business trends in connection with our budget process and bases

certain management incentive compensation on these non-GAAP

financial measures. To measure percentage sales growth in

constant currency, we remove the impact of changes in foreign

currency exchange rates that affect the comparability and trend

of sales. Percentage sales growth in constant currency is

calculated by translating current and prior year results at the

same foreign currency exchange rate. To measure percentage

organic sales growth, we remove the impact of changes in

foreign currency exchange rates, acquisitions and divestitures,

which affect the comparability and trend of sales. Percentage

organic sales growth is calculated by translating current year and

prior year results at the same foreign currency exchange rates

excluding the impact of acquisitions and divestitures. To measure

earnings performance on a consistent and comparable basis, we

exclude certain items that affect the comparability of operating

results and the trend of earnings. The income tax effect of each

adjustment was determined based on the tax effect of the

jurisdiction in which the related pre-tax adjustment was recorded.

These adjustments are irregular in timing and may not be

indicative of our past and future performance. The following are

examples of the types of adjustments that may be included in a

period:

1. Acquisition and integration-related costs. Costs related to

integrating recently acquired businesses (e.g., costs

associated with the termination of sales relationships,

employee retention and workforce reductions, manufacturing

integration costs and other integration-related activities),

changes in the fair value of contingent consideration,

amortization of inventory stepped-up to fair value, specific

costs (e.g., deal costs and costs associated with legal entity

rationalization) related to the consummation of the

acquisition process and legal entity rationalization and

acquisition-related tax items.

2. Amortization of purchased intangible assets. Periodic

amortization expense related to purchased intangible assets.

3. Structural optimization and other special charges. Costs

associated with employee retention and workforce

reductions, the closure or transfer of manufacturing and

other facilities (e.g., site closure costs, contract termination

costs and redundant employee costs during the work

transfers), product line exits (primarily inventory, long-lived

asset and specifically-identified intangible asset write-offs),

certain long-lived and intangible asset write-offs and

impairments and other charges.

4. Medical device regulations. Costs specific to updating our

quality system, product labeling, asset write-offs and product

remanufacturing to comply with the new medical device

reporting regulations and other requirements of the

European Union.

5. Recall-related matters. Changes in our best estimate of the

probable loss, or the minimum of the range of probable

losses when a best estimate within a range is not known, to

resolve the Rejuvenate, LFIT V40, Wright legacy hip

products and other product recalls.

6. Regulatory and legal matters. Changes in our best estimate

of the probable loss, or the minimum of the range of

probable losses when a best estimate within a range is not

known, to resolve certain regulatory or other legal matters

and the amount of favorable awards from settlements.

7. Tax matters. Impact of accounting for certain significant and

discrete tax items.

Because non-GAAP financial measures are not standardized, it

may not be possible to compare these financial measures with

other companies' non-GAAP financial measures having the same

or similar names. These adjusted financial measures should not

be considered in isolation or as a substitute for reported sales

growth, gross profit, selling, general and administrative expenses,

research, development and engineering expenses, operating

income, other income (expense), net, income taxes, effective

income tax rate, net earnings and net earnings per diluted share,

the most directly comparable GAAP financial measures. These

non-GAAP financial measures are an additional way of viewing

aspects of our operations when viewed with our GAAP results

and the reconciliations to corresponding GAAP financial

measures at the end of the discussion of Consolidated Results of

Operations below. We strongly encourage investors and

shareholders to review our financial statements and publicly-filed

reports in their entirety and not to rely on any single financial

measure.

The weighted-average diluted shares outstanding used in the

calculation of adjusted net earnings per diluted share are the

same as those used in the calculation of reported net earnings

per diluted share for the respective period.

Dollar amounts are in millions except per share amounts or as otherwise specified. 15

STRYKER CORPORATION 2026 First Quarter Form 10-Q

Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures

nm - not meaningful

(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:

(b) Structural optimization and other special charges represent the costs associated with:

Dollar amounts are in millions except per share amounts or as otherwise specified. 16

STRYKER CORPORATION 2026 First Quarter Form 10-Q

(c) Goodwill and other impairments represent the costs associated with:

(d) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device

reporting regulations and other requirements of the new medical device regulations in the European Union.

(e) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to

resolve certain recall-related matters.

(f) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to

resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.

(g) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:

FINANCIAL CONDITION AND LIQUIDITY

Operating Activities

Cash provided by operating activities was $581 and $250 in the

three months 2026 and 2025. The increase was primarily due to

changes in working capital accounts.

Investing Activities

Cash used in investing activities was $185 and $4,136 in the

three months 2026 and 2025. The three months 2026 included

cash paid for purchases of property, plant and equipment. The

three months 2025 included cash paid to acquire Inari and

purchases of property, plant and equipment partially offset by

proceeds from the sale of short-term investments. Refer to Note

7 to our Consolidated Financial Statements for further information

on acquisitions.

Financing Activities

Cash used in financing activities was $1,510 in the three months

2026 and cash provided by financing activities was $2,534 in the

three months 2025. In 2026, cash used was primarily driven by

repayments of $1,000 to pay off maturing unsecured notes as

described in Note 8 to our Consolidated Financial Statements

and dividend payments. Cash provided by 2025 was primarily

driven by proceeds from the issuance of various senior

unsecured notes which was partially offset by dividend payments.

Liquidity

Cash, cash equivalents, short-term investments and marketable

securities were $2,965 and $4,100 on March 31, 2026 and

December 31, 2025. Current assets exceeded current liabilities

by $7,023 and $6,961 on March 31, 2026 and December 31,

2025. We anticipate being able to support our short-term liquidity

and operating needs from a variety of sources including cash

from operations, commercial paper and existing credit lines.

We have raised funds in the capital markets and have accessed

the credit markets in the past and may continue to do so from

time-to-time. We continue to have strong investment-grade short-

term and long-term debt ratings that we believe should enable us

to refinance our debt as needed.

Our cash, cash equivalents, short-term investments and

marketable securities held in locations outside the United States

was 32% on March 31, 2026 compared to 20% on December 31,

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no changes to our critical accounting policies and

estimates from those disclosed in our Annual Report on Form 10-

K for 2025, except as follows:

Following the reorganization discussed in Note 12 we will

continue to have two reportable segments, MedSurg and

Neurotechnology and Orthopaedics. The reorganization impacts

the composition of the Instruments and Joint Replacement

reporting units and results in a new reporting unit representing

the Ortho Tech business.

We assessed goodwill for impairment for the impacted reporting

units immediately before and after the reorganization and

concluded that there was no impairment of goodwill for any of the

reporting units impacted by the reorganization.

In connection with this reorganization we reallocated the goodwill

associated with the impacted businesses using the relative fair

value approach, resulting in a reallocation of $518 of goodwill

from the MedSurg and Neurotechnology segment to the

Orthopaedics segment.

Historical impairment assessments for our other reporting units

have indicated that their implied fair values exceed their

respective carrying amounts. We have not identified any factors

in 2026 that would lead us to believe that those reporting units

are at risk of a goodwill impairment.

Guarantees and Other Off-Balance Sheet Arrangements

We do not have guarantees or other off-balance sheet financing

arrangements, including variable interest entities, of a magnitude

that we believe could have a material impact on our financial

condition or liquidity.

Dollar amounts are in millions except per share amounts or as otherwise specified. 17

STRYKER CORPORATION 2026 First Quarter Form 10-Q

OTHER MATTERS

Legal and Regulatory Matters

We are involved in various ongoing proceedings, legal actions

and claims arising in the normal course of our business, including

proceedings related to product, labor, tax, intellectual property

and other matters. Refer to Note 6 to our Consolidated Financial

Statements for further information.

FORWARD-LOOKING STATEMENTS

This report contains statements that are not historical facts and

are considered "forward-looking statements" within the meaning

of the Private Securities Litigation Reform Act of 1995. These

statements are based on current projections about operations,

industry conditions, financial condition and liquidity. Words that

identify forward-looking statements include, without limitation,

words such as "may," "could," "will," "should," "possible," "plan,"

"predict," "forecast," "potential," "anticipate," "estimate," "expect,"

"project," "intend," "believe," "may impact," "on track," "goal,"

"strategy" and words and terms of similar substance used in

connection with any discussion of future operating or financial

performance, an acquisition or our businesses. In addition, any

statements that refer to expectations, projections or other

characterizations of future events or circumstances, including any

underlying assumptions, are forward-looking statements. Those

statements are not guarantees and are subject to risks,

uncertainties and assumptions that are difficult to predict,

including uncertainties related to the impact of the cybersecurity

incident first reported on March 11, 2026 on our operations and

financial results. Therefore, actual results could differ materially

and adversely from these forward-looking statements, historical

experience or our present expectations. Some important factors

that could cause our actual results to differ from our expectations

in any forward-looking statements include the risks discussed in

We consider our greatest potential area of market risk exposure

to be exchange rate risk on our operating results. Quantitative

and qualitative disclosures about exchange rate risk are included

in Item 7A "Quantitative and Qualitative Disclosures About Market

Risk" of our Annual Report on Form 10-K for 2025. There were

no material changes from the information provided therein.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive

Officer and Chief Financial Officer (the Certifying Officers),

evaluated the effectiveness of the Company's disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e)

promulgated under the Securities Exchange Act of 1934, as

amended) on March 31, 2026. Based on that evaluation, the

Certifying Officers concluded the Company's disclosure controls

and procedures were effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There was no change to our internal control over financial

reporting during the three months 2026 that materially affected,

or is reasonably likely to materially affect, our internal control over

financial reporting.

We are not aware of any material changes to the risk factors

included in Item 1A. "Risk Factors" in our Annual Report on Form

10-K for 2025, except for updates to the following risk factors:

BUSINESS AND OPERATIONAL RISKS

We have experienced, and in the future we, our business

partners or our third-party vendors could experience a

material failure or breach of a key information technology

system, network, process or site: We rely extensively on

information technology (IT) systems to conduct business. In

addition, we rely on networks and services, including internet

sites, cloud and software-as-a-service solutions, data hosting and

processing facilities and tools and other hardware, software

(including open-source software) and technical applications and

platforms, some of which are managed, hosted, provided and/or

used by third parties or their vendors, to assist in conducting our

business. Furthermore, numerous and evolving cybersecurity

threats have posed, and will continue to pose, risks to the

security of our IT systems, networks and product offerings, as

well as the confidentiality, availability and integrity of our data.

Emerging technologies such as generative AI may be used by

malicious actors to create more targeted phishing narratives,

spread disinformation about us or our products or otherwise

strengthen social engineering capabilities. An increasing risk of

civil unrest, political tensions, wars, or other military conflicts or

actions, such as the United States’ ongoing combat operations in

Iran, can also impact the cybersecurity threat risk landscape.

Some of our products, services, and IT systems contain or use

open-source software which poses particular risks, including

potential security vulnerabilities, licensing compliance issues and

quality issues. We, our customers and third-party hosting

services have experienced, and expect to continue to experience,

security breaches of, unauthorized access to, and disruptions of,

products or systems. For example, on March 11, 2026, we

identified and reported a cybersecurity incident affecting certain

IT systems that resulted in a disruption to our corporate network

environment and caused disruption to our business operations.

As disclosed in our Current Report on Form 8-K/A, dated April 9,

2026, filed under Item 1.05, we subsequently determined that this

incident had a material impact on our operations, with resulting

impact to our financial results for the first quarter of 2026. While

we are fully operational across our global manufacturing network

and our commercial, ordering and distribution systems have been

restored, our investigation of the incident remains ongoing and

we may experience further adverse impacts, including financially,

Dollar amounts are in millions except per share amounts or as otherwise specified. 18

STRYKER CORPORATION 2026 First Quarter Form 10-Q

reputationally or otherwise. In addition, any future breaches,

unauthorized access or disruptions could have a material

adverse effect on our business, financial condition and results of

operations, including through business interruption, loss of

revenue, regulatory fines, litigation costs, reputational harm and

increased cybersecurity expenditures. Although we have made

investments and expect to continue to make investments seeking

to address these threats, including monitoring of networks and

systems, use of AI, hiring of experts, employee training, security

policies for employees and third-party providers and designing,

developing and maintaining processes and procedures to come

into compliance with regulatory and legal enactments such as

Section 524B of the Federal Food, Drug, and Cosmetic Act in the

United States, the techniques used in these attacks change

frequently and may be difficult to detect for periods of time and

we may face difficulties in anticipating and implementing

adequate preventative measures.

When cybersecurity or other technology related incidents occur,

we follow our incident response protocols and address them in

accordance with applicable governmental regulations and other

legal requirements. For example, in connection with the March

11, 2026 cybersecurity incident, we activated our incident

response protocols, engaged external cybersecurity experts to

assist in investigation, containment and remediation, notified

applicable regulatory authorities and kept our customers and

vendors informed through a number of communication channels.

Notwithstanding these efforts, our response to these incidents

and our investments to protect our product offerings and

information technology infrastructure and data may not shield us

from significant losses and potential liability nor prevent any

future interruption or breach of our systems. Moreover, given the

increasing complexity and sophistication of the techniques used

by threat actors to obtain unauthorized access or disable or

degrade systems, a cyberattack could occur and persist for an

extended period of time before being detected, and we may not

anticipate these acts or mitigate them adequately or timely, which

may compound damages before the incident is discovered or

remediated. The extent of the March 11, 2026 cyber incident and

any future cyber incident, and the steps that we may need to take

to further investigate any such incident, may not be immediately

clear, and it may take a significant amount of time before such

investigation can be completed and full and reliable information

about the incident is known. Additionally, as threats continue to

evolve and increase, and as the regulatory environment and

customer requirements related to information security, data

collection and use, and privacy become increasingly rigorous, we

may be required to devote significant additional resources to

modify and enhance our security controls and to identify and

remediate any security vulnerabilities, which could adversely

impact our net income. In addition, a significant number of our

employees work remotely, which has exposed us, and may

continue to expose us, to greater risks related to cybersecurity

and cyber-liability.

In responding to a cybersecurity incident or other disruption to

our IT systems, we have been required and in the future may be

required to use manual processes or other alternatives to our

normal systems for a period of time. These workarounds may be

less efficient, may not be sustainable for extended periods, and

may increase the risk of errors, delays or data integrity issues

(including with respect to information collected or processed

during the disruption). For example, during the March 11, 2026

cybersecurity incident, certain of our employees were unable to

access our IT systems. Any such issues could adversely affect

our ability to maintain effective processes and controls, including

processes supporting financial and operational reporting, and

could result in additional costs, remediation efforts, regulatory

scrutiny or litigation.

Hardware and software failures or delays in our key IT systems,

networks, processes or sites have disrupted and could in the

future disrupt our operations, cause the loss of confidential

information or otherwise adversely impact our business. Our

systems, networks, processes and sites may be vulnerable to

damage, disruptions and shutdown from a variety of sources,

including malfunctions in maintenance updates or security

patches, design defects, the age of the technology, network

failures, modernization or other initiatives, human acts and

natural disasters. For example, some of our IT systems contain

legacy third-party software components for which we depend on

a layered security approach to protect against exploitation, which

may not be effective. The March 11, 2026 cybersecurity incident

demonstrates that such damage or disruptions can compromise

the security of our information systems and networks with

material consequences. These issues can also arise as a result

of failures by, or in the software or hardware of, third parties,

including networks or service providers, with whom we do

business and over whom we have limited or no control.

Disruptions or failures of our systems, networks, processes or

sites have had, and could in the future have, a material impact on

our business and operations.

If our IT systems, networks or processes are damaged or cease

to function properly for any reason, the networks, service

providers, hardware or software we rely upon fail to function

properly, or we or one of our third-party providers suffer a loss or

disclosure of our business or stakeholder information due to any

number of causes ranging from catastrophic events or power

outages to improper data handling or security breaches or

unauthorized access, and our business continuity plans do not

effectively address these failures on a timely basis, we may be

exposed to reputational, competitive and business harm as well

as litigation and regulatory action and fines, penalties and

expenses related thereto.

Interruption of manufacturing operations has adversely

affected, and could in the future adversely affect, our

business: We and our suppliers have manufacturing and supply

sites all over the world. However, the manufacturing of certain of

our product lines is concentrated in one or more plants or

geographic regions. We have principal manufacturing and

distribution facilities in the United States in Arizona, California,

Florida, Illinois, Indiana, Michigan, Minnesota, New Jersey,

Puerto Rico, Tennessee, Texas, Utah and Washington, and

outside the United States in China, France, Germany, Ireland,

Mexico, the Netherlands, Poland, Switzerland and Turkey.

Damage to our facilities, to our suppliers’ or service providers’

facilities, or to our central distribution centers as a result of

natural disasters, fires, explosions or otherwise, as well as issues

in our manufacturing arising from a failure to follow specific

internal protocols and procedures, compliance concerns relating

to the quality systems regulation, equipment breakdown or

malfunction, IT system failures or cybersecurity incidents,

environmental hazard incidents or changes to environmental

regulations or other factors, could adversely affect the availability

of our products. For example, the March 11, 2026 cybersecurity

incident, which we determined to be material as disclosed in our

Current Report on Form 8-K/A, dated April 9, 2026, filed under