filings.toolsItem 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
Exhibits, Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
Financial Statements:
Our Consolidated Financial Statements filed as a part of this report
are listed on the index on
Page 69.
Financial Statement Schedules:
Schedule II – Valuation of Qualifying Accounts
No other schedules are required.
Index to Exhibits:
See exhibits listed under Item 15(b) below.
(b)
Exhibits
Contribution and Distribution Agreement, dated as of April 20, 2018, by and among us, HS
Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.
(Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 23,
Agreement and Plan of Merger, dated as of April 20, 2018, by and among us, HS Spinco, Inc,
HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.
(Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on April 23,
Letter Agreement, Amendment No. 1 to Contribution and Distribution Agreement and
Amendment No. 1 to Agreement and Plan of Merger, dated as of September 14, 2018, by and
among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC.( Incorporated by reference to Exhibit 2.3 to our Annual Report
on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)
Letter Agreement and Amendment No. 2 to Contribution and Distribution Agreement, dated as
of November 30, 2018, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and
Shareholder Representative Services LLC. (Incorporated by reference to Exhibit 2.4 to our
Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February
Letter Agreement and Amendment No. 3 to Contribution and Distribution Agreement and
Amendment No. 2 to Agreement and Plan of Merger, dated as of December 25, 2018, by and
among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on
Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)
Letter Agreement and Amendment No. 4 to Contribution and Distribution Agreement, dated as
of January 15, 2019, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and
Shareholder Representative Services LLC.(Incorporated by reference to Exhibit 2.6 to our
Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February
Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc. (Incorporated
by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 1, 2018.)
Second Amended and Restated By-Laws of Henry Schein, Inc. (Incorporated by reference to
Exhibit 3.2 to our Current Report on Form 8-K filed on June 1, 2018.)
Second Amended and Restated Multicurrency Master Note Purchase Agreement dated as of
June 29, 2018, by and among us, Metropolitan Life Insurance Company, MetLife Investment
Advisors Company, LLC and each MetLife affiliate which becomes party thereto. (Incorporated
by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on July 2, 2018.)
First Amendment to Second Amended and Restated Multicurrency Master Note Purchase
Agreement, dated as of June 23, 2020, by and among us, Metropolitan Life Insurance Company,
MetLife Investment Management, LLC and each MetLife affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on June 25,
Second Amended and Restated Master Note Facility dated as of June 29, 2018, by and among
LLC and each New York Life affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on July 2,
First Amendment to Second Amended and Restated Master Note Facility, dated as of June 23,
2020, by and among us, NYL Investors LLC and each New York Life affiliate which becomes
party thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed
Second Amended and Restated Multicurrency Private Shelf Agreement dated as of June 29,
us, PGIM, Inc. and each Prudential affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on July 2,
First Amendment to Second Amended and Restated Multicurrency Private Shelf Agreement,
dated as of June 23, 2020, by and among us, PGIM, Inc. and each Prudential affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form
Description of Securities. (Incorporated by reference to Exhibit 4.4 to our Annual Report on
Form 10-K for the fiscal year ended December 28, 2019 filed on February 20, 2020.)
Henry Schein, Inc. 2013 Stock Incentive Plan, as amended and restated effective as of May 14,
2013. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
Form of 2017 Restricted Stock Unit Agreement for time-based restricted stock awards pursuant
to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated effective as of
May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-
Q for the fiscal quarter ended April 1, 2017 filed on May 9, 2017.)**
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated effective
as of May 14, 2013). (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**
Form of 2018 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated
effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.5 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**
Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated effective
as of May 14, 2013). (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)**
Form of 2019 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated
effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)**
Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as of May 21,
2020. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on
Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2015 filed on July 29, 2015.)**
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (as
amended and restated effective as of June 22, 2015). (Incorporated by reference to Exhibit 10.6
to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May
Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective as
of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended September 28, 2013 filed on November 5, 2013.)**
Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement Plan,
amended and restated effective as of January 1, 2014. . (Incorporated by reference to Exhibit
10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2020 filed on
Amendment Number Two to the Henry Schein, Inc. Supplemental Executive Retirement Plan,
amended and restated effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.3
to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020 filed on May
Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement Plan,
amended and restated effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.2
to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020 filed on
Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25, 2004.
(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on
Schedule 14A, filed on April 27, 2004.)**
Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended and restated
effective as of January 1, 2005. (Incorporated by reference to Exhibit 10.11 to our Annual
Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24,
Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.23 to
our Annual Report on Form 10-K for the fiscal year ended December 25, 2010 filed on
Amendment to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference
to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2011 filed on February 15, 2012.)**
Amendment Number Two to the Henry Schein, Inc. Deferred Compensation
Plan. (Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the
fiscal year ended December 28, 2013 filed on February 11, 2014.)**
Amendment Number Three to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal
year ended December 28, 2013 filed on February 11, 2014.)**
Amendment Number Four to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2016 filed on February 21, 2017.)**
Amendment Number Five to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated
by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended
December 28, 2020 filed on February 20, 2020.)**
Amendment Number Six to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated
by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 28, 2020 filed on May 5, 2020.)**
Henry Schein Management Team Performance Incentive Plan and Plan Summary, effective as
of January 1, 2014. (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)**
Henry Schein, Inc. 2020 Recovery Performance Plan. (Incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed on August 12, 2020.)**
Amended and Restated Employment Agreement dated as of August 8, 2019, by and between
Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on August 9, 2019.)**
Voluntary Salary Waiver effective April 6, 2020, by and between Henry Schein, Inc. and
Stanley M. Bergman. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**
Voluntary Salary Waiver effective June 19, 2020, by and between Henry Schein, Inc. and
Stanley M. Bergman. (Incorporated by reference to Exhibit 10.9 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended June 27, 2020 filed on August 4, 2020.)**
Form of Performance-Based RSU Award Agreement for Stanley M. Bergman Pursuant to the
Henry Schein, Inc. 2013 Stock Incentive Plan (as Amended and Restated as of May 14, 2013).
(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August
Form of Time-Based RSU Award Agreement for Stanley M. Bergman Pursuant to the Henry
Schein, Inc. 2013 Stock Incentive Plan (as Amended and Restated as of May 14, 2013).
(Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August
Form of Amended and Restated Change in Control Agreement dated December 12, 2008
between us and certain executive officers who are a party thereto (Gerald Benjamin, James
Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively). (Incorporated
by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended
December 27, 2008 filed on February 24, 2009.)**
Form of Amendment to Amended and Restated Change in Control Agreement effective January
1, 2012 between us and certain executive officers who are a party thereto (Gerald Benjamin,
James Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively).
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January
Form of Change in Control Agreement between us and certain executive officers who are a
party thereto (Walter Siegel). (Incorporated by reference to Exhibit 10.3 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)
**
Credit Agreement, dated as of April 17, 2020, among us, the several lenders parties thereto,
JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and joint bookrunner,
and U.S. Bank National Association, as joint lead arranger and joint bookrunner. (Incorporated
by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 20, 2020.)
Credit Agreement, dated as of April 18, 2017, among the Company, the several lenders parties
thereto, JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and joint
bookrunner, U.S. Bank National Association, as syndication agent, joint lead arranger and joint
bookrunner, together with the exhibits and schedules thereto. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2017.)
First Amendment, dated as of June 29, 2018, among us, the several lenders parties thereto, and
JPMorgan Chase Bank, N.A., as administrative agent, lead arranger and lead bookrunner.
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 2,
Second Amendment, dated as of April 17, 2020, among us, the several lenders parties thereto,
and JPMorgan Chase Bank, N.A., as administrative agent. (Incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K filed on April 20, 2020.)
Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer,
HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent and the various
purchaser groups from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on April 19, 2013.)
Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of
Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various purchaser groups
from time to time party thereto, as amended. (Incorporated by reference to Exhibit 10.2 to our
Current Report on Form 8-K filed on September 26, 2014.)
Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups
party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups
party thereto. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups
party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2017 filed on November 6, 2017.)
Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups
party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)
Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the
various purchaser groups from time to time party thereto, as amended. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)
Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the
various purchaser groups from time to time party thereto, as amended. (Incorporated by
reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2020 filed on August 4, 2020.)
Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase Agreement dated as
of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-
Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party thereto
and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain of our
wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit
10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013 filed on
Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase Agreement dated as
of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as seller, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party
thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain
of our wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to
Exhibit 10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014
Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our
wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K filed on April 19, 2013.)
Form of Indemnification Agreement between us and certain directors and executive officers
who are a party thereto (Mohamed Ali, Barry J. Alperin, Ph.D., Paul Brons, Deborah Derby,
Shira Goodman, Joseph L. Herring, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies,
Carol Raphael, E. Dianne Rekow, DDS, Ph.D., Bradley T. Sheares, Ph.D., Gerald A. Benjamin,
Stanley M. Bergman, James P. Breslawski, Michael S. Ettinger, Mark E. Mlotek, Steven
Paladino, and Walter Siegel, respectively). (Incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on
Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.+
101.INS
Inline XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K
for the year ended December 26, 2020, formatted in Inline XBRL
(included within Exhibit 101 attachments).+
Filed or furnished herewith.
- Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
hereby agrees to furnish supplementally a copy of any of the omitted schedules and exhibits upon request
by the U.S. Securities and Exchange Commission.
**
Indicates management contract or compensatory plan or agreement.
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