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HENRY SCHEIN INC

For the period ended Dec 28, 2024. Filed Feb 25, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 25, 2025

HSIC$88.41+2.7%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2023-12-30; filed 2024-02-28.

0001000228-24-000011

ITEM 1A. Risk Factors

Current report: 10-K

Period ended 2024-12-28; filed 2025-02-25.

0001000228-25-000014

ITEM 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 1463 previous paragraphs and 1325 current paragraphs.

471 unchanged; 342 reworded; 474 added; 622 removed; 28 previous and 38 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (474)

Current report

where we manufacture products, we are dependent upon third parties

Current report

for raw materials and purchased

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components.

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25% and 4%, respectively, of

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our aggregate purchases.

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Additionally, where we are the manufacturer of certain dental specialty products we sell

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in the areas of oral surgery, implants, orthodontics and endodontics, we are dependent upon third parties for raw

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materials and purchased components.

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are subject

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delays caused by interruption in production based on conditions outside

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significant disruption in our sales

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and our reputation.

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In recent periods, we

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have experienced increased costs and shortages of purchased components,

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profit margins and on our sales for certain product categories, due to our inability

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to fully satisfy demand.

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We may be unsuccessful in achieving our strategic growth objectives.

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Our 2022 – 2024 BOLD+1 Strategic Plan is defined under “Business, Business

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Strategy” above.

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We expect to

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continue to execute the BOLD+1 strategic priorities with the next evolution

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of our strategic plan.

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In particular, we

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are focused on continuing to grow our Henry Schein specialty brands

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solutions both organically and inorganically, and to drive greater efficiencies.

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implement our strategic plan, we may not achieve our desired return on our

Current report

investments through our growth

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Our business could be affected by the recently signed Strategic Partnership Agreement.

Current report

On January 29, 2025, we announced a strategic investment by

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funds affiliated with KKR & Co. Inc. (“KKR”), a

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leading global investment firm, and a Strategic Partnership Agreement (the “Partnership

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Agreement”) with

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In addition to KKR’s current holdings, KKR will make an additional $250 million investment in the

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Company’s common stock.

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As a result, KKR will become the largest non-index fund stockholder of the Company

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with a 12% position.

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KKR will also have the ability to purchase additional shares

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via open market purchases up to

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a total equity stake of 14.9% of the outstanding common shares of

Showing the first 40 of 474 passages. Open the source sections for the rest.

Removed paragraphs (622)

Previous report

caused by interruption in

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suppliers’ manufacturing capabilities.

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interruption in supply, particularly of

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Forced labor legislation affecting the supply chain has increased around

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the world, and the United States

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recently passed the Uyghur Forced Labor Prevention Act.

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Our supply chain could be materially disrupted if our

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suppliers fail to comply with, or are unable to satisfy our demand

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for products, as a result of applicable forced labor

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legislation and regulations.

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(especially

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technology

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value-added

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technologies

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acceptance with acceptable margins.

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quickly and cost-effectively.

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resources, including employees

Showing the first 40 of 622 passages. Open the source sections for the rest.

Reworded paragraphs (342)

Previous wording

risks could have a material adverse impact on our business, reputation, financial

Current wording

risks could have a material adverse impact on our business, reputation, operating

Previous wording

We are dependent upon third parties for the manufacture and supply of a significant volume of our products.

Current wording

We are dependent upon third parties for the manufacture and supply of a significant volume of our products and

Previous wording

In 2023, our top 10 health care distribution suppliers

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In 2024, our top 10 Global Distribution and Value-

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and our single largest supplier accounted for approximately 25% and 4%, respectively, of our aggregate purchases.

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Added Services suppliers and our single largest supplier accounted for approximately

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Because of our dependence upon such suppliers, our operations are

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Because of our dependence upon such suppliers, our operations

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subject to the suppliers’ ability and willingness

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to the suppliers’ ability and willingness to supply products in the quantities

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to supply products in the quantities that we require, and the risks include delays

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that we require, and the risks include

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production based on conditions outside of our control, including

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of our control, including a supplier’s failure

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government requirements (which may result in product recalls and/or

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result in product recalls and/or cessation of sales)

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cessation of sales) or an interruption in the

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or an interruption in the suppliers’ manufacturing capabilities.

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In the event of any such interruption in supply, we would need to identify

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In the event of any such interruption in supply, we

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and obtain acceptable replacement sources on a timely basis.

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would need to timely identify and obtain acceptable replacement sources.

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There is no guarantee that we would be able to obtain

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There is no guarantee that we would be

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such alternative sources of supply on a timely basis, if at all, and an extended

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able to obtain such alternative sources of supply on a timely basis,

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a high-sales volume product, could result in a significant disruption in our

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particularly of a high-sales volume and/or high-margin product, could result in a

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sales and operations, as well as damage

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and operations, as well as damage to our relationships with customers

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(particularly for our technology and value-added services segment)

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and technology and value-added services

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products and services and to market them

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and to market them

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Our ability to anticipate customer needs and emerging trends and develop or acquire

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Our ability to anticipate customer needs and emerging trends and

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new products, services and technologies at competitive prices requires significant

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develop or acquire new products, services and technologies at competitive

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with the requisite skills, experience and expertise, particularly in our

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including employees with the requisite skills, experience and expertise, particularly

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technology segment, including dental practice

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segment, including dental practice management, patient engagement

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management, patient engagement and demand creation software solutions.

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and demand creation software solutions.

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The failure to successfully address these

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failure to successfully address these challenges could materially disrupt

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One of our business strategies has been to expand our domestic and

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One of our business strategies has been to expand in part through acquisitions

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acquisitions and joint ventures and we expect to continue to make acquisitions

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and joint ventures and we expect to

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and enter into joint ventures in the

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continue to make acquisitions and enter into joint ventures in the future.

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is risk that one or more may not succeed.

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There is risk that one or more may not

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We cannot be sure, for example, that we will achieve the benefits of

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We cannot be sure, for example, that we will achieve the benefits of revenue growth that we expect from

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or that we will avoid unforeseen additional

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these transactions or that we will avoid unforeseen additional costs, taxes,

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Our ability to successfully implement our acquisition and joint venture

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implement our acquisition and joint venture strategy depends upon,

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upon, among other things, the following:

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among other things, the following:

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be prohibited due to U.S. or

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be prohibited due to U.S. or foreign

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our ability to successfully integrate these companies’ operations, services,

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our ability to successfully integrate these companies’ operations, systems,

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our culture, management policies, legal, regulatory, and compliance policies, cybersecurity systems and

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with our culture, management policies, legal, regulatory and compliance

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policies, internal procedures, working capital management, financial,

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and cybersecurity systems and policies, internal procedures, working capital

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Additionally, when we decide to sell assets or a business, we may encounter difficulty in finding buyers or

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Additionally, when we decide to sell assets or a business, we may

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Dispositions may also involve continued financial involvement

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Dispositions may also involve continued financial

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such as through transition service agreements, indemnities or other current

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involvement in a divested business, such as through transition service agreements,

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third parties from seeking to acquire us that might otherwise result in

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third parties from seeking to acquire us that might otherwise result

Showing the first 40 of 342 pairs. Open the source sections for the rest.

Rearranged current paragraphs (38)

Current report — wording carried from elsewhere

to comply with applicable government requirements (which may

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if at all, and an extended interruption in supply,

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which has had a negative impact on our

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If we are unable to effectively

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have a material adverse effect on our business, financial condition, or operating

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encounter difficulty in finding buyers or timely executing alternative exit strategies

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that such sales could materially adversely affect our relationships with suppliers.

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could have a material adverse effect on our

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Information security risks have significantly increased

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our IS and data, and our defenses are

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systems and our general computer controls

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to protect against, or to address problems caused

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cyber hackers as a result of the October 2023 incident.

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could have a material adverse effect on our business, financial condition or operating

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business, financial condition or operating results.

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has been increased scrutiny on drug pricing and concurrent efforts to control or

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which could subject our businesses to

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for noncompliance with respect to these products.

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tracking to product manufacturers, product labeling,

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additional laws and regulations, could materially adversely affect our business.

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complying with the various applicable statutes and regulations, as they now

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material adverse effect on our businesses.

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has not been subsequently withdrawn may

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the physician (or family member) has a financial

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(for example, durable medical equipment and

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States (and if applicable, particular states) under applicable false claims

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monitor, which could have a material adverse effect on our business.

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applied by a prosecutorial, regulatory or judicial authority in a

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operations or incur substantial defense and settlement expenses.

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could impact our financial results, including,

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adequate compliance programs and controls in place to ensure substantial

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health data), such as HIPAA, CAN-SPAM,

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continually evolving and subject to potentially

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5% of the annual revenue of

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such requirements could have an adverse impact on our business.

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and we may be required to make significant changes to our solutions and

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as a result of other disasters,

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protective equipment (PPE), test kits and
Rearranged previous paragraphs (28)

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a supplier’s failure to comply with applicable

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to our relationships with customers and our reputation.

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revenue growth that we expect from these acquisitions or joint ventures

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our business, financial condition or operating results.

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medical and dental records, certain of our IS stores

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and other information related to our

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or other similar events that could impact

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affected parties and/or governmental agencies,

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attention of management, and caused the

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effectively respond to changes on a

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The strengthening of the dollar, likewise, has impacted

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make scheduled payments or obtain credit,

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apply to some of our operations, that

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is subject to regulation as a

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requirements, costs and potential enforcement actions or liabilities for noncompliance

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compliance programs and controls in place to

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mandatory recall of product, seizure of product

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to an entity with which the physician (or

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judicial authority in a manner that

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concerning the conduct of our foreign

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Our businesses are generally subject to

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compliance, we cannot predict whether changes in applicable law, or interpretation of laws, or changes in our

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is likely to impose additional costs on us,

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could have a material adverse effect on

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In addition, as our corporate brand

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Another potential risk we face in the

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The impacts and potential impacts from

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reduction in peoples’ ability and willingness to seek elective care;