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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 0-27078

HENRY SCHEIN, INC.

(Exact name of registrant as specified in its charter)

Delaware11-3136595
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)

135 Duryea Road

Melville, New York

(Address of principal executive offices)

11747

(Zip Code)

**(**631) 843-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareHSICThe Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES: ☒ NO: ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES: ☐ NO: ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES: ☒ NO: ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES: ☒ NO: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer: ☒ Accelerated filer: ☐ Non-accelerated filer: ☐ Smaller reporting company: ☐ Emerging growth company: ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES: ☐ NO: ☒

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the Nasdaq Global Select Market on June 29, 2019, was approximately $10,236,712,000.

As of February 14, 2020, there were 143,390,505 shares of registrant’s Common Stock, par value $.01 per share, outstanding.

Documents Incorporated by Reference:

Portions of the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year (December 28, 2019) are incorporated by reference in Part III hereof.

TABLE OF CONTENTS
Page
Number
PART I.
ITEM 1.Business3
ITEM 1A.Risk Factors21
ITEM 1B.Unresolved Staff Comments38
ITEM 2.Properties39
ITEM 3.Legal Proceedings40
ITEM 4.Mine Safety Disclosures44
PART II
ITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities45
ITEM 6.Selected Financial Data48
ITEM 7.Management's Discussion and Analysis of Financial Condition
and Results of Operations50
ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk82
ITEM 8.Financial Statements and Supplementary Data84
ITEM 9.Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure146
ITEM 9A.Controls and Procedures146
ITEM 9B.Other Information150
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance150
ITEM 11.Executive Compensation150
ITEM 12.Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters151
ITEM 13.Certain Relationships and Related Transactions, and Director Independence151
ITEM 14.Principal Accounting Fees and Services151
PART IV.
ITEM 15.Exhibits, Financial Statement Schedules151
ITEM 16.Form 10-K Summary159
Signatures160

PART I

Next: Item 1. Business