Henry Schein (HSIC) 10-K risk factor changes: FY2021 vs FY2020

[added: The Company believes that the following] risks could have a material adverse impact on our business, reputation, financial [added: results, financial condition and/or the trading price of our common stock.]

The order in which these factors appear does not necessarily reflect [added: their relative importance or priority.]

[removed: COMPANY RISKS][added: COMPANY RISKS]

Our business, results of operations, cash flows, financial condition and [added: liquidity may be negatively impacted by the]

[removed: the] effects of disease outbreaks, epidemics, pandemics, [removed: or] similar wide-spread public [added: health concerns and other natural disasters.]

[added: Such previous closures and restrictions impacted our customers’ spending with us and had, and if reinstated may again have, a] material adverse effect on our business, results of operations and cash [removed: flows and may][added: flows.]

The COVID-19 pandemic has had, and continues to have, [added: an unprecedented impact on society, worldwide economic activity, and the health care sector (particularly, the dental market).]

[added: As a global healthcare solutions] company, the COVID-19 pandemic and the governmental responses to it had, and may again have, a material [added: adverse effect on our business, results of operations and cash flows and may result in a material adverse effect on our financial condition and liquidity.]

The impacts and potential impacts from [added: the COVID-19 pandemic include, but are not limited to:]

[removed: Supply] [added: - supply] chain [removed: disruptions for PPE and an increased][added: disruptions;]

[removed: Potential] [added: - *Potential] delays in customer payments, or defaults on our customer credit [removed: arrangements.][added: arrangements.* We generally sell products to customers with payment terms.]

[added: We generally sell] products to customers with payment terms.

Likewise, for similar [removed: reasons,] [added: reasons] suppliers may restrict credit or [added: impose different payment terms.]

[added: The EU Medical Device Regulation] may [removed: materially] adversely affect our [added: business.]

[added: Our failure to satisfy such contractual provisions or renegotiate more] favorable terms could materially adversely affect our business, results of operations [added: and cash flows;]

[added: As the COVID-19] pandemic continues to unfold, we will continue to evaluate appropriate actions [added: for our business.]

[removed: adversely affect] [added: A lengthened period of materially suppressed demand could again cause material adverse impacts on] our business, results of [removed: operations,] [added: operations and] cash [removed: flows,] [added: flows and could materially adversely affect our] financial condition [added: and liquidity;]

[added: - *Volatility] in the financial [added: markets.* Volatility in the financial] markets may materially adversely affect the [added: availability and cost of credit to us;]

[removed: Refocusing] [added: - *Refocusing] management resources to mitigate effects of [added: the] COVID-19 [added: pandemic*.]

Our management is focused on [removed: mitigating the]

[added: mitigating the effects of the COVID-19 pandemic, which has required, and may continue to require for the duration of the pandemic, a large] investment of time and resources across the Company, and may delay certain strategic and other plans, which could [added: materially adversely affect our business;]

[added: Failure to comply with existing] and [removed: our brands, which] [added: future regulatory requirements] could materially adversely affect our [removed: business.][added: business.]

The impact of [added: the] COVID-19 [added: pandemic] may also exacerbate other risks discussed below, any of which could have a material [added: adverse effect on us.]

[removed: We] [added: We] are dependent upon third parties for the manufacture and supply of substantially all of our [removed: products.][added: products.]

We obtain substantially all of the products we distribute from third parties, with whom we generally do not have [added: long-term contracts.]

While there is typically more than one source of [added: supply, some key suppliers, in the aggregate, supply a significant portion of the products we sell.]

quickly and [added: cost-effectively.]

[removed: Our] [added: Our] expansion through acquisitions and joint ventures involves [added: risks and may not result in the benefits and revenue growth we expect.]

[added: We] cannot be sure, for example, that we will achieve the benefits of revenue [added: growth that we expect from these acquisitions or joint ventures or that we will avoid unforeseen additional costs or expenses.]

[added: Our ability to] successfully implement our acquisition and joint venture strategy depends [added: upon, among other things, the following:]

[removed: upon, among] [added: Among] other things, the [removed: following:][added: EU MDR:]

[added: -] the availability of suitable acquisition or joint venture candidates at [added: acceptable prices;]

[added: -] our ability to consummate such transactions, which could potentially [added: be prohibited due to U.S. or foreign antitrust regulations;]

[added: -] the liquidity of our investments and the availability of financing on [added: acceptable terms;]

[added: -] our ability to retain customers or product lines of the acquired businesses or [added: joint ventures;]

[added: -] our ability to retain, recruit and incentivize the management of the companies [added: we acquire; and]

[removed: INDUSTRY RISKS][added: INDUSTRY RISKS]

[added: The health care products distribution industry is highly competitive (including, without limitation, competition] from third-party online commerce sites) and consolidating, and we may not [added: be able to compete successfully.]

[added: Some of our] competitors have greater financial and other resources than we do, which [added: could allow them to compete more successfully.]

Most of our products are available from several sources and our customers tend to have relationships [added: with several distributors.]

Our business operations could be affected by factors that are not presently known to us or that we currently consider not to be material to our operations, so you should not consider the risks disclosed in this section to necessarily represent a complete statement of all risks and uncertainties.

Our business, results of operations, cash flows, financial condition and liquidity may be negatively impacted by the effects of disease outbreaks, epidemics, pandemics, or similar wide-spread public health concerns and other natural disasters. The COVID-19 pandemic and the responses of governments to it had, and may again have, a material adverse effect on our business, results of operations and cash flows and may result in a material adverse effect on our financial condition and liquidity.

Even after the COVID-19 pandemic has begun to subside, we may again experience material adverse impacts to our business, results of operations and cash flows as a result of, among other things, its global economic impact, including any recession that may occur in the future, or a prolonged period of economic slowdown or the reluctance of patients to return for elective dental or medical care.

- *Significant volatility in supply, demand and selling prices for personal protective equipment (PPE), COVID-19 tests and other COVID-19 related products.* Available supply, customer demand and selling prices for PPE, COVID-19 tests and other COVID-19 related products fluctuated in fiscal 2021 and we expect such volatility to continue for the duration of the COVID-19 pandemic.

This has resulted in inventory reserves, fluctuating margins and increased revenue related to such products.

Although we have experienced significant growth in sales volumes for PPE, COVID-19 tests and other COVID-19 related products during the COVID-19 pandemic, there can be no assurance that such growth in sales volumes will be maintained during or following the COVID-19 pandemic.

Our estimates for supply, demand and selling prices are inherently uncertain and if supply, demand, selling prices or other market dynamics significantly fluctuate in the future beyond our current assumptions, additional inventory reserves may be required, margins may be reduced and/or revenue may decline for such products, each which could materially adversely impact our business, results of operations and cash flows.

Additionally, governmental policies designed to reduce the transmission of COVID-19 and variants thereof could once again lead to the closure of dental offices or deferral of elective procedures and wellness exams by medical and dental patients.

Although we believe that most practices currently are able to access adequate supply, we still may be unable to supply our customers with the specific brand and/or quantity of certain PPE products, COVID-19 tests and other COVID-19 related products they demand, which may lead to our customers seeking alternative sources of supply.

Healthcare professionals’ inability to obtain a sufficient quantity and/or brand of certain PPE, COVID-19 tests and other COVID-19 related products would adversely impact our business, results of operations and cash flows, and could materially adversely affect our financial condition and liquidity;

- *Reduction in Peoples’ Ability and Willingness to be in Public.* Restrictions recommended by several public health organizations, and implemented, from time to time, by federal, state and local governments, to slow and limit the transmission of COVID-19 and variants thereof has caused and may in the future cause some people to be less willing to go to elective medical and dental appointments, which could again materially adversely affect demand for our products.

If customers’ cash flows or operating and financial performance deteriorate due to the impact of the COVID-19 pandemic, or if they are unable to make scheduled payments or obtain credit, they may not be able to pay, or may delay payment to us.

The inability of current and/or potential customers to pay us for our products and/or services or any demands by suppliers for more stringent payment terms may materially adversely affect our business, results of operations, cash flows, financial condition and liquidity and may limit the amounts we can borrow under our trade accounts receivable securitization;

- *Impact on third parties’ ability to meet their obligations to us; impact on our ability to meet obligations to third parties.* Failure of third parties on which we rely, including our suppliers, contract manufacturers, distributors, contractors (including third-party shippers), joint venture partners and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, travel restrictions and border closures and/or other domestic and global supply chain disruptions, may materially adversely affect our business, results of operations, cash flows, financial condition and liquidity.

Certain of our contracts with supply partners contain minimum purchase requirements or include rebate provisions if we satisfy certain sales or purchasing targets that, in certain cases we have not been able to satisfy and in other cases we may not be able to fully satisfy, due to the impact of the COVID-19 pandemic.

- *Negative impact on our workforce and impact of adapted business practices.* The spread of COVID-19 and variants thereof caused us to modify our business practices (including employee travel, employee work locations, and physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or our customers or that we determine are in the best interests of our employees.

Many of our employees shifted abruptly to working remotely and our office-based workers who are able to work from home continue to do so.

An extended period of modified business practices and remote work arrangements could have a negative impact on employee morale, strain our business continuity plans, introduce operational risk (including but not limited to cybersecurity risks), and impair our ability to efficiently operate our business;

- *Significant changes in political conditions.* Significant changes in political conditions in markets in which we purchase and distribute our products have occurred and are expected to continue at least during the pendency of the pandemic, including quarantines, governmental or regulatory actions, closures or other restrictions that limit or close our operating facilities, restrict our employees’ ability to travel or perform necessary business functions, or otherwise constrain the operations of our business partners, suppliers or customers, which may materially adversely affect our business, results of operations, cash flows, financial condition and liquidity;

- *Potential impact on our ability to meet obligations under credit facilities.* An extended negative impact from the COVID-19 pandemic on our business, results of operations, cash flows, financial condition and liquidity could impact our ability to meet our obligations under credit facilities or outstanding long term debt, which contain maximum leverage ratios, and customary representations, warranties and affirmative covenants;

- *Potential* *increased costs associated with our self-insured medical insurance programs.* We may incur significant employee health care costs under our self-insurance medical insurance programs if a large number of our employees and/or their covered family members become ill from COVID-19 and variants thereof;

- *Vaccination or testing mandates.* The imposition of government or customer mandated vaccination or testing mandates may impact our ability to retain current employees, attract new employees and retain certain product and service contracts.

It is possible that a significant number of our employees have not been vaccinated, and in the event of a vaccine mandate some of those employees may seek exemptions or otherwise resist vaccination.

The imposition of vaccine mandates could potentially cause labor shortages if employees refuse to get vaccinated and their employment is terminated, either voluntarily or involuntarily.

Such labor shortages could also affect our ability to retain certain specific contracts to which the mandates may apply, reduce our sales and/or affect our ability to fulfill customer orders, impacting our revenue and profitability.

Furthermore, managing and tracking vaccination status and ongoing testing for exempt and/or unvaccinated employees could potentially increase our costs, as could addressing inconsistent mandates.

COVID-19 vaccine mandates and similar regulations have the potential to materially adversely affect our business, as the scope, nature and effect of such mandates are uncertain at this time; and

- *Reputational risk associated with response to the COVID-19 pandemic.* If we do not respond appropriately to the COVID-19 pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation and our brands, which could materially adversely affect our business.

In 2021, our top 10 health care distribution suppliers and our single largest supplier accounted for approximately 30% and 4%, respectively, of our aggregate purchases.

Because of our dependence upon such suppliers, our operations are subject to the suppliers’ ability and willingness to supply products in the quantities that we require, and the risks include delays caused by interruption in production based on conditions outside of our control, including a supplier’s failure to comply with applicable government requirements (which may result in product recalls and/or cessation of sales) or an interruption in the suppliers’ manufacturing capabilities.

In the event of any such interruption in supply, we would need to identify and obtain acceptable replacement sources on a timely basis.

There is no guarantee that we would be able to obtain such alternative sources of supply on a timely basis, if at all, and an extended interruption in supply, particularly of a high sales volume product, could result in a significant disruption in our sales and operations, as well as damage to our relationships with customers and our reputation.

In addition, certain of our suppliers have had their ability to service certain markets restricted or negatively impacted because of allegations of forced labor in their supply chain.

Forced labor legislation affecting the supply chain has increased around the world, and the United States recently passed the Uyghur Forced Labor Prevention Act.

Our supply chain could be materially disrupted if our suppliers fail to comply with, or are unable to satisfy our demand for products, as a result of applicable forced labor legislation and regulations.

Our future growth (especially for our technology and value-added services segment) is dependent upon our ability to develop or acquire and maintain and protect new products and technologies that achieve market acceptance with acceptable margins.

Our future success depends on our ability to timely develop (or obtain the right to sell) competitive and innovative (particularly for our technology and value-added services segment) products and services and to market them

Our ability to anticipate customer needs and emerging trends and develop or acquire new products, services and technologies at competitive prices requires significant resources, including employees with the requisite skills, experience and expertise, particularly in our technology segment, including dental practice management, patient engagement and demand creation software solutions.

The failure to successfully address these challenges could materially disrupt our sales and operations.

Additionally, our software and e-services products, like software products generally, may contain undetected errors or bugs when introduced or as new versions are released.

Our business operations could be affected by factors that are not presently known

to us or that we currently

consider not to be material to our operations, so you should not consider

the risks disclosed in this section to

necessarily represent a complete statement of all risks and uncertainties.

The Company believes that the following

results, financial condition and/or

the trading price of our common stock.

their

relative importance or priority.

liquidity may be negatively impacted by

health concerns and other

natural disasters

The COVID-19 pandemic and the responses of governments

to it had, and may again have, a

result in a material

adverse effect on our financial condition and liquidity.

liquidity may be negatively impacted by the

effects of disease outbreaks, epidemics, pandemics, similar wide-spread public health concerns,

and other natural

disasters.

an unprecedented impact on society, worldwide

economic activity, and the health care sector (particularly, the dental market).

As a global healthcare solutions

adverse effect on our business, results of operations and cash flows and may result in a

material adverse effect on

our financial condition and liquidity.

In March and April 2020, the dental market was severely impacted by

COVID-19, with many, if not a majority, of practices being closed or open on a limited basis only.

Although dental

practice openings and patient volume recovery in the United States and

many other countries have rebounded faster

than originally anticipated, patient volumes have remained below pre-COVID-19

levels.

Material uncertainty

remains and the potential for additional significant resurgences of COVID-19

could cause a significant reduction in

dental practice openings and patient volume recovery, or further delay the return to normal operations.

Even

after

[removed: Operations][added: Results of Operations]

[removed: Cautionary] [added: Cautionary] Note Regarding Forward-Looking [removed: Statements][added: Statements]

All forward-looking statements made by us are subject to [added: risks and uncertainties and are not guarantees of future performance.]

The order in which these factors appear should not be construed [added: to indicate their relative importance or priority.]

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control [added: or predict.]

Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction [added: of actual results.]

[added: Where You] Can Find Important [removed: Information][added: Information]

We may disclose important information through one or more of the following channels: SEC filings, public [added: conference calls and webcasts, press releases, the investor relations page of our website (www.henryschein.com) and the social media channels identified on the Newsroom page of our website.]

[removed: Recent Developments][added: Recent Developments]

[removed: COVID-19 Pandemic][added: *COVID-19 Pandemic*]

[added: The COVID-19 pandemic] negatively impacted the global economy, disrupted global supply chains and created significant volatility and [added: disruption of global financial markets.]

[added: Demand increased in the second half of 2020 and continued throughout 2021 resulting in growth] over the prior year driven by sales of [removed: PPE] [added: PPE, COVID-19 tests] and [added: other] COVID-19 related products.

[removed: taxes and income tax][added: Income Taxes]

Due to the significant uncertainty surrounding the future impact of [added: COVID-19, our judgments regarding estimates and impairments could change in the future.]

[added: In addition, the impact of COVID-19 pandemic had a] material adverse effect on our business, results of operations and cash [removed: flows, primarily] [added: flows] in [added: the second quarter of 2020.]

In the latter half of the second [removed: quarter,] [added: quarter of 2020,] dental and medical practices began to re-open worldwide, and [added: continued to do so during the second half of 2020.]

[added: There is an ongoing risk that the COVID-19 pandemic may again have a material adverse effect on our business, results of] operations and cash flows and may result in a material adverse effect on our financial [added: condition and liquidity.]

[removed: Corporate Transactions][added: *Corporate Transactions*]

During the fourth quarter of 2019, we sold an equity investment [added: in Hu-Friedy Mfg.]

[added: Co., LLC (“Hu-Friedy”), a] manufacturer of dental instruments and infection prevention solutions.

[added: Our investment was non-controlling, we] were not involved in running the business and had no representation [added: on the board of directors.]

[added: During the fourth] quarter of 2019, we also sold certain other equity investments.

[added: In the aggregate, the sales of these investments] resulted in a pre-tax gain in 2019 of approximately $250.2 million and an after-tax [added: gain of approximately $186.8 million.]

[removed: Friedy] [added: We also received contingent proceeds in 2020 of $2.1 million] resulting in the recognition of an additional [removed: after-tax] gain of $1.6 [added: million after-tax.]

[added: This was accomplished by a series of transactions among us, Vets First Choice, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly owned subsidiary of ours] prior to the Distribution Date, and HS Merger Sub, Inc., a wholly owned subsidiary [added: of Covetrus (“Merger Sub”).]

On the Distribution Date, we received a tax-free distribution of $1,120 [added: million from Covetrus pursuant to certain debt financing incurred by Covetrus.]

The proceeds of the Share Sale were paid to Covetrus and [added: distributed to us.]

After the Share Sale and Animal Health Spin-off, Merger Sub consummated the [added: Merger whereby it merged with and into Vets First Choice, with Vets First Choice surviving the Merger as a wholly owned subsidiary of Covetrus.]

[added: After the Separation and the Merger, we no longer beneficially] owned any shares of Covetrus common stock and, following the Distribution [added: Date, will not consolidate the financial results of Covetrus for the purpose of our financial reporting.]

[added: Following the Separation and the Merger,] Covetrus was an independent, publicly traded company on the Nasdaq Global Select [added: Market.]

[removed: Executive-Level Overview][added: Executive-Level Overview]

[added: We believe we are the world’s largest] provider of health care products and services primarily to office-based dental [added: and medical practitioners, as well as alternate sites of care.]

We believe that we have a strong brand identity due to our more than [added: 89 years of experience distributing health care products.]

We have established strategically located distribution centers [added: around the world] to enable us to better serve our customers and [added: increase our operating efficiency.]

This infrastructure, together with broad product and service offerings at [added: competitive prices, and a strong commitment to customer service, enables us to be a single source of supply for our customers’ needs.]

We conduct our business through two reportable segments: (i) health care distribution and (ii) technology and [added: value-added services.]

The health care distribution reportable segment aggregates our global dental [added: and medical operating segments.]

Our global dental [removed: group serves] [added: businesses serve] office-based dental practitioners, dental laboratories, schools [added: and other institutions.]

[added: Our global medical businesses serve office-based medical practitioners, ambulatory surgery] centers, other alternate-care settings and other institutions.

Our global technology and value-added services [removed: group] [added: business] provides software, [added: technology and other value-added services to health care practitioners.]

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

These statements are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms.

Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular the risks discussed under the caption “Risk Factors” in Item 1A of this report and those that may be discussed in other documents we file with the Securities and Exchange Commission (SEC).

Forward looking statements include the overall impact of the Novel Coronavirus Disease 2019 (COVID-19) on the Company, its results of operations, liquidity and financial condition (including any estimates of the impact on these items), the rate and consistency with which dental and other practices resume or maintain normal operations in the United States and internationally, expectations regarding personal protective equipment (“PPE”) and COVID-19 related product sales and inventory levels, whether additional resurgences or variants of the virus will adversely impact the resumption of normal operations, whether vaccine mandates will adversely impact the Company (by disrupting our workforce and/or business), whether supply chain disruptions will adversely impact our business, the impact of restructuring programs as well as of any future acquisitions, and more generally current expectations regarding performance in current and future periods.

Forward looking statements also include the (i) ability of the Company to have continued access to a variety of test types, expectations regarding COVID-19 test sales, demand and inventory levels, as well as the efficacy or relative efficacy of the test results given that the test efficacy has not been, or will not have been, independently verified under normal FDA procedures and (ii) potential for the Company to distribute the COVID-19 vaccines and ancillary supplies.

Risk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but are not limited to: risks associated with COVID-19 and any variants thereof, as well as other disease outbreaks, epidemics, pandemics, or similar wide-spread public health concerns and other natural disasters; our dependence on third parties for the manufacture and supply of our products; our ability to develop or acquire and maintain and protect new products (particularly technology products) and technologies that achieve market acceptance with acceptable margins; transitional challenges associated with acquisitions, dispositions and joint ventures, including the failure to achieve anticipated synergies/benefits; financial and tax risks associated with acquisitions, dispositions and joint ventures; certain provisions in our governing documents that may discourage third-party acquisitions of us; effects of a highly competitive (including, without limitation, competition from third-party online commerce sites) and consolidating market; the repeal or judicial prohibition on implementation of the Affordable Care Act; changes in the health care industry; risks from expansion of customer purchasing power and multi-tiered costing structures; increases in shipping costs for our products or other service issues with our third-party shippers; general global macro-economic and political conditions, including international trade agreements, potential trade barriers and terrorism; failure to comply with existing and future regulatory requirements; risks associated with the EU Medical Device Regulation; failure to comply with laws and regulations relating to health care fraud or other laws and regulations; failure to comply with laws and regulations relating to the collection, storage and processing of sensitive personal information or standards in electronic health records or transmissions; changes in tax legislation; risks related to product liability, intellectual property and other claims; litigation risks; new or unanticipated litigation developments and the status of litigation matters; risks associated with customs policies or legislative import restrictions; cyberattacks or other privacy or data security breaches; risks associated with our global operations; our dependence on our senior management, employee hiring and retention, and our relationships with customers, suppliers and manufacturers; and disruptions in financial markets.

In response, many countries implemented business closures and restrictions, stay-at-home and social distancing ordinances and similar measures to combat the pandemic, which significantly impacted global business and dramatically reduced demand for dental products and certain medical products in the second quarter of 2020.

Our consolidated financial statements reflect estimates and assumptions made by us that affect, among other things, our goodwill, long-lived asset and definite-lived intangible asset valuation; inventory valuation; equity investment valuation; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; the allowance for doubtful accounts; hedging activity; supplier rebates; measurement of compensation cost for certain share-based performance awards and cash bonus plans; and pension plan assumptions.

During the year ended December 25, 2021, patient traffic levels returned to levels approaching pre-pandemic levels.

Policies, rules and regulations relating to vaccine mandates currently vary by jurisdiction and by customer.

In the United States, the vaccine mandate requiring that all federal contractors be vaccinated was stayed in December 2021 and is currently pending litigation.

In addition, in January 2022, the United States Supreme Court blocked a federal mandate that would require businesses with more than 100 employees to make their employees receive a COVID-19 vaccination or undergo weekly COVID-19 testing.

In addition, state governments and some customers have also issued vaccine requirements for workers in their jurisdictions or who may service their accounts, and some state regulations contradict the contemplated federal vaccine mandates.

Also, various international jurisdictions have, or may in the future impose vaccine mandates or additional COVID-19 regulations.

The imposition of government or customer mandated vaccination or testing mandates may impact our ability to retain current employees, attract new employees and retain certain product and service contracts.

It is possible that a significant number of our employees have not been vaccinated, and in the event of a vaccine mandate some of those employees may seek exemptions or otherwise resist vaccination.

The implementation of vaccine mandates could potentially cause labor shortages if employees refuse to get vaccinated and their employment is terminated, either voluntarily or involuntarily.

Such labor shortages could also affect our ability to retain certain specific contracts to which the mandates may apply, reduce our sales and/or affect our ability to fulfill customer orders, impacting our revenue and profitability.

Furthermore, managing and tracking vaccination status and ongoing testing for exempt and/or unvaccinated employees could potentially increase our costs, as could addressing inconsistent mandates.

COVID-19 vaccine mandates and similar regulations have the potential to significantly adversely affect our business, as the nature and effect of such mandates are uncertain at this time.

During 2020 and 2021, we received contingent proceeds of $2.1 million and $9.8 million from the 2019 sale of Hu-Friedy resulting in the recognition of additional after-tax gains of $1.6 million and $7.3 million, respectively.

On February 7, 2019 (the “Distribution Date”), we completed the separation (the “Separation”) and subsequent merger of our animal health business (the “Henry Schein Animal Health Business”) with Direct Vet Marketing, Inc. (d/b/a Vets First Choice, “Vets First Choice”) (the “Merger”).

In connection with the Separation, we contributed, assigned and transferred to Covetrus certain applicable assets, liabilities and capital stock or other ownership interests relating to the Henry Schein Animal Health Business.

On the Distribution Date and prior to the Animal Health Spin-off, Covetrus issued shares of Covetrus common stock to certain institutional accredited investors (the “Share Sale Investors”) for $361.1 million (the “Share Sale”).

Subsequent to the Share Sale, we distributed, on a pro rata basis, all of the shares of the common stock of Covetrus held by us to our stockholders of record as of the close of business on January 17, 2019 (the “Animal Health Spin-off”).

Immediately following the consummation of the Merger, on a fully diluted basis, (i) approximately 63% of the shares of Covetrus common stock were (a) owned by our stockholders and the Share Sale Investors, and (b) held by certain employees of the Henry Schein Animal Health Business (in the form of certain equity awards), and (ii) approximately 37% of the shares of Covetrus common stock were (a) owned by stockholders of Vets First Choice immediately prior to the Merger, and (b) held by certain employees of Vets First Choice (in the form of certain equity awards).

Henry Schein, Inc. is a solutions company for health care professionals powered by a network of people and technology.

We serve more than one million customers worldwide including dental practitioners, laboratories, physician practices, and ambulatory surgery centers, as well as government, institutional health care clinics and other alternate care clinics.

While our primary go-to-market strategy is in our capacity as a distributor, we also manufacture certain dental specialty products and solutions in the areas of implants, orthodontics and endodontics.

We have achieved scale in these global businesses primarily through acquisitions as manufacturers of these products typically do not utilize a distribution channel to serve customers.

This segment distributes consumable products, dental specialty products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic products), diagnostic tests, infection-control products, PPE and vitamins.

A key element to grow closer to our customers is our One Schein initiative, which is a unified go-to-market approach that enables practitioners to work synergistically with our supply chain, equipment sales and service and other value-added services, allowing our customers to leverage the combined value that we offer through a single program.

Specifically, One Schein provides customers with streamlined access to our comprehensive offering of national brand products, our private label products and proprietary specialty products and solutions (including implant, orthodontic and endodontic products).

In addition, customers have access to a wide range of services, including software and other value-added services.

It also has accelerated the growth of HMOs, group practices, other managed care accounts and collective buying groups, which, in addition to their emphasis on obtaining products at competitive prices, tend to favor distributors capable of providing specialized management information support.

Our operating results in recent years have been significantly affected by strategies and transactions that we undertook to expand our business, domestically and internationally, in part to address significant changes in the health care industry, including consolidation of health care distribution companies, health care reform, trends toward managed care, cuts in Medicare and collective purchasing arrangements.

Since the onset of the COVID-19 pandemic in early 2020, we have been carefully monitoring its impact on our global operations and have taken appropriate steps to minimize the risk to our employees.

We have seen and expect to continue to see changes in demand trends for some of our products and services, supply chain challenges and labor challenges, as rates of infection fluctuate, new strains or variants of COVID-19 emerge and spread, vaccine uptake and mandates increase and change, governments adapt their approaches to combatting the virus (including without limitation, vaccine mandates), and local conditions change across geographies.

For example, vaccine mandates affecting our workforce, whether imposed through government regulations or contracts with governmental authorities or other customers, could potentially cause staffing shortages if employees choose not to comply as well as other consequences to our business or operations, managing and tracking vaccination status and ongoing testing for exempt employees could potentially increase our costs, as could addressing inconsistent COVID-19 vaccination mandates.

Management’s Discussion and Analysis of Financial Condition and Results of

In accordance with the “Safe Harbor” provisions of the Private Securities

Litigation Reform Act of 1995, we

provide the following cautionary remarks regarding important factors

that, among others, could cause future results

to differ materially from the forward-looking statements, expectations and assumptions

expressed or implied

herein.

risks and uncertainties and are not guarantees of

future performance.

These forward-looking statements involve known and unknown risks, uncertainties

and other

factors that may cause our actual results, performance and achievements

or industry results to be materially

different from any future results, performance or achievements expressed or implied by such

forward-looking

statements.

These statements are generally identified by the use of such

terms as “may,” “could,” “expect,”

“intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,”

“to be,” “to make” or other comparable

terms.

Factors that could cause or contribute to such differences include, but are not limited

to, those discussed in

this Annual Report on Form 10-K, and in particular the risks discussed under

the caption “Risk Factors” in Item 1A

of this report and those that may be discussed in other documents we file with

the Securities and Exchange

Commission (SEC).

Forward looking statements include the overall impact of the Novel Coronavirus

Disease 2019

(COVID-19) on the Company, its results of operations, liquidity, and financial condition (including any estimates

of the impact on these items), the rate and consistency with which dental

and other practices resume or maintain

normal operations in the United States and internationally, expectations regarding personal protective equipment

(“PPE”) and COVID-19 related product sales and inventory levels and whether

additional resurgences of the virus

will adversely impact the resumption of normal operations, the impact

of restructuring programs as well as of any

future acquisitions, and more generally current expectations regarding

We are exposed to market risks as well as changes in foreign currency exchange rates as measured against the U.S. [added: dollar and each other, and changes to the credit markets.]

[added: We attempt to minimize these risks by primarily using] foreign currency forward contracts and by maintaining counter-party credit limits.

[added: These hedging activities provide] only limited protection against currency exchange and credit risks.

[added: Factors that could influence the effectiveness of] our hedging programs include currency markets and availability of hedging [added: instruments and liquidity of the credit markets.]

All foreign currency forward contracts that we enter into are components [added: of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure.]

[added: All foreign currency forward contracts that we enter into are components of hedging programs and are] entered into for the sole purpose of hedging an existing or anticipated [added: currency exposure.]

[added: We do not enter into such] contracts for speculative purposes and we manage our credit risks by diversifying [added: our investments, maintaining a strong balance sheet and having multiple sources of capital.]

[removed: Foreign] [added: *Foreign] Currency [removed: Agreements][added: Agreements*]

[removed: The] [added: Fluctuations in the] value of [removed: certain] foreign currencies as compared to the U.S. [removed: dollar][added: Dollar may have a significant impact on our comprehensive income.]

[added: The value of certain foreign] currencies [added: as compared to the U.S. dollar and the value] of [added: certain underlying functional currencies of] the Company, including its foreign subsidiaries, may affect our financial results.

[added: Fluctuations in] exchange rates may positively or negatively affect our revenues, gross margins, operating expenses [added: and retained earnings, all of which are expressed in U.S. dollars.]

[added: Where we deem it prudent, we engage in hedging programs] using primarily foreign currency forward contracts aimed at limiting [added: the impact of foreign currency exchange rate fluctuations on earnings.]

[added: We do not hedge the translation of] foreign currency profits into U.S. dollars, as we regard this as an accounting [added: exposure, not an economic exposure.]

[removed: Schein, Inc. by approximately $1.3][added: | | | HENRY SCHEIN, INC. | |]

[added: A 5% increase in the value of the Euro to the USD from December 25, 2021, with all other variables] held constant, would have had an unfavorable effect on the fair value of these forward contracts [added: by decreasing the value of these instruments by $10.7 million.]

[removed: Total][added: | Total Assets: | | | | | | | | | | | |]

[added: *Total] Return [removed: Swaps][added: Swaps*]

On March 20, 2020, we entered into a total return swap for the purpose [added: of economically hedging our unfunded non-qualified SERP and our DCP.]

[added: This swap will] offset changes in our SERP and DCP liabilities.

At the inception, the notional value of the investments in these [added: plans was $43.4 million.]

[added: At the inception, the notional value of the investments in these] plans was $43.4 million.

At December [removed: 26, 2020,] [added: 25, 2021,] the notional value of the investments [added: in these plans was $88.7 million.]

At December [removed: 26, 2020] [added: 25, 2021,] the financing [added: blended] rate for this swap was [added: based on LIBOR of 0.09% plus 0.46%, for a combined rate of 0.55%.]

[removed: in our consolidated statement of income, of][added: CONSOLIDATED STATEMENTS OF INCOME]

[removed: swap for the year ended][added: | | | | | | | Year Ended | | | | | | | | |]

[removed: December 26, 2020.][added: | | | | | | December 25, | | | December 26, | |]

[removed: Short-Term Investments][added: *Short-Term Investments*]

We limit our credit risk with respect to our cash equivalents, short-term investments and derivative instruments, by [added: monitoring the credit worthiness of the financial institutions who are the counterparties to such financial instruments.]

As a risk management policy, we limit the amount of credit exposure by diversifying and utilizing [added: numerous investment grade counterparties.]

[added: *Variable] Interest Rate [removed: Debt][added: Debt*]

As of December [removed: 26, 2020,] [added: 25, 2021,] we had variable interest rate exposure for certain [added: of our revolving credit facilities and our U.S. trade accounts receivable securitization.]

[removed: our U.S. trade accounts receivable securitization.][added: *U.S. Trade Accounts Receivable Securitization*]

As of December [removed: 26, 2020,] [added: 25, 2021,] there was $0.0 million outstanding under [added: this revolving credit facility.]

[removed: this revolving] [added: | Revolving] credit [added: agreement | | | $ | \- | | $ | \- |]

[added: Based upon our average outstanding balance for this securitization] facility, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by [added: $0.1 million.]

[removed: As of December] [added: | | | | | | | December] 26, [removed: 2020, the][added: 2020 | | | | | | | | |]

[added: As of December 25, 2021, the] commercial paper rate was [removed: 0.22%] [added: 0.19%] plus [removed: 0.95%,] [added: 0.75%,] for a combined rate of [added: 0.94%.]

[added: At December 25, 2021 the] outstanding balance was [removed: $0.0] [added: $105.0] million under this securitization facility.

[removed: During] [added: We completed acquisitions during] the year ended December 26, 2020, [added: which were immaterial to our financial statements individually.]

[added: During] the [added: year ended December 25, 2021, the] average outstanding balance under this securitization facility was approximately [added: $44.0 million.]

We purchase short-term (i.e., generally 18 months or less) foreign currency forward contracts to protect against currency exchange risks associated with intercompany loans due from our international subsidiaries and the payment of merchandise purchases to foreign suppliers.

A hypothetical 5% change in the average value of the U.S. dollar in 2021 compared to foreign currencies would have changed our 2021 reported Net income attributable to Henry Schein, Inc. by approximately $8.4 million.

As of December 25, 2021, we had forward foreign currency exchange agreements, which expire through November 16, 2023, which include a mark-to-market gain of $6.3 million as determined by quoted market prices.

Included in the forward foreign currency exchange agreements, Henry Schein, Inc. had EUR/USD forward contracts notionally totaling an amount of approximately €200 million, with a reported fair value of these contracts as a net gain of $6.5 million.

On March 20, 2020, we entered into a total return swap for the purpose of economically hedging our unfunded non-qualified supplemental retirement plan (“SERP”) and our deferred compensation plan (“DCP”).

For the years ended December 25, 2021 ended and December 26, 2020, we have recorded a gain, within the selling, general and administrative line item in our consolidated statement of income, of approximately $12.1 million and $21.2 million, respectively, net of transaction costs, related to this undesignated swap.

This swap is expected to be renewed on an annual basis after its current expiration date of March 29, 2022, and is expected to result in a neutral impact to our results of operations.

Our revolving credit facility which we entered into on August 20, 2021 and expires on August 20, 2026, has an interest rate that is based on the U.S. Dollar LIBOR plus a spread based on our leverage ratio at the end of each financial reporting quarter.

During the year ended December 25, 2021, the average outstanding balance under this revolving credit facility was approximately $1.5 million.

Our U.S trade accounts receivable securitization, which we entered into on April 17, 2013 and expires on October 18, 2024, has an interest rate that is based upon the asset-backed commercial paper rate.

| ITEM 8. Financial Statements and Supplementary Data | | | |

| --- | --- | --- | --- |

| | | | |

| | | INDEX TO FINANCIAL STATEMENTS | |

| | | | Page |

| | | | Number |

| [Report of Independent Registered Public Accounting Firm (](#report)BDO USA, LLP; New York, NY; PCAOB ID#243) | | | 60 |

| [Consolidated Financial Statements](#FinancialStatements2): | | | |

| | [Balance Sheets as of December 25, 2021 and December 26, 2020](#BalanceSheets) | | 62 |

| | [Statements of Income for the years ended December 25, 2021,](#IncomeStatement) | | |

| | | [December 26, 2020 and December 28, 2019](#IncomeStatement) | 63 |

| | [Statements of Comprehensive Income for the years ended December 25, 2021,](#CompInc) | | |

| | | [December 26, 2020 and December 28, 2019](#CompInc) | 64 |

| | [Statements of Changes in Stockholders’ Equity for the years ended](#SE) | | |

| | | [December 25, 2021, December 26, 2020 and December 28, 2019](#SE) | 65 |

| | [Statements of Cash Flows for the years ended December 25, 2021,](#CashFlow) | | |

| | | [December 26, 2020 and December 28, 2019](#CashFlow) | 66 |

| | [Notes to Consolidated Financial Statements](#notes2fs) | | 67 |

| | [Note 1 – Basis of Presentation and Significant Accounting Policies](#sap) | | 67 |

| | [Note 2 – Revenue from Contracts with Customers](#Revenue_Contracts) | | 76 |

| | [Note 3 – Segment and Geographic Data](#sdata) | | 77 |

| | [Note 4 – Business Acquisitions and Divestitures](#bacq) | | 79 |

| | [Note 5 – Property and Equipment, Net](#prop) | | 82 |

| | [Note 6 – Leases](#lease) | | 83 |

| | [Note 7 – Goodwill and Other Intangibles, Net](#gw) | | 85 |

| | [Note 8 – Investments and Other](#inves) | | 86 |

| | [Note 9 – Fair Value Measurements](#FV) | | 86 |

| | [Note 10 – Concentrations of Risk](#conrisk) | | 89 |

| | [Note 11 – Derivatives and Hedging Activities](#deriv) | | 89 |

| | [Note 12 – Debt](#debt) | | 91 |

Quantitative and Qualitative Disclosures About Market Risk

dollar and each other, and changes to the credit markets.

We attempt to minimize these risks by primarily using

These hedging activities provide

Factors that could influence the effectiveness of

instruments and liquidity of the credit

markets.

of hedging programs and are

currency exposure.

We do not enter into such

our investments, maintaining a

strong balance sheet and having multiple sources of capital.

and the value of certain underlying functional

Fluctuations in

and retained

earnings, all of which are expressed in U.S. dollars.

Where we deem it prudent, we engage in hedging programs

the impact of foreign currency exchange rate

fluctuations on earnings.

We purchase short-term (i.e., generally 18 months or less) foreign currency forward

contracts to protect against currency exchange risks associated with intercompany

loans due from our international

subsidiaries and the payment of merchandise purchases to foreign

suppliers.

We do not hedge the translation of

exposure, not an economic

exposure.

A hypothetical 5% change in the average value of the U.S. dollar

in 2020 compared to foreign currencies

would have changed our 2020 reported Net income attributable to Henry

million.

As of December 26, 2020, we had forward foreign currency exchange

agreements, which expire through November

16, 2023, which include a mark-to-market loss of $9.9 million as determined

by quoted market prices.

Included in

the forward foreign currency exchange agreements, Henry Schein, Inc.

had EUR/USD forward contracts notionally

totaling an amount of approximately €200 million, with a reported fair value

of these contracts as a net liability of

[removed: Business][added: Business Strategy]

[removed: General][added: General]

Henry Schein, Inc. is a solutions company for health care professionals powered [added: by a network of people and technology.]

[added: We] believe we are the world’s largest provider of health care products and services primarily to [removed: office-][added: office-based dental and medical practitioners, as well as alternate sites of care.]

[added: Our philosophy is grounded in our] commitment to help customers operate a more efficient and successful business so [added: the practitioner can provide better clinical care.]

[removed: With] [added: We have] more than [removed: 88] [added: 89] years of experience [added: in] distributing [added: products to] health care [removed: products, we have built a vast set] [added: practitioners resulting in strong awareness] of [removed: small,][added: the Henry Schein® brand.]

[added: We are headquartered in Melville, New York, employ more than 21,600 people (of which approximately 10,700 are] based outside the United States) and have operations or affiliates in [removed: 31] [added: 32] countries and [added: territories.]

[removed: This] [added: Our] broad global footprint has evolved over time through our organic success as well [added: as through contribution from strategic acquisitions.]

We believe our hands-on consultative approach to [added: provide solutions to] support practice decision-making is a key [added: differentiator for our business.]

[removed: ordering products] [added: Products] and [added: Services]

[added: Historically, approximately 99% of items have been shipped] without back ordering and were shipped on the same business day the order [added: is received.]

[added: As the demand for PPE stabilizes, we expect our] percentage of items shipped without [removed: back ordering] [added: back-ordering] and shipped on the [added: same day to return to historical levels.]

[added: This] infrastructure, together with broad product and service offerings at competitive [added: prices, and a strong commitment to customer service, enables us to be a single source of supply for our customers’ needs.]

We conduct our business through two reportable segments: (i) health care distribution and (ii) technology and [added: value-added services.]

[added: Our] dental [added: businesses serve office-based dental practitioners, dental] laboratories, schools, government and other institutions.

[removed: Our global technology] [added: | Technology] and value-added [removed: services group provides software,][added: services: | | | | | | | | | | | | | | |]

[removed: services to health] [added: | Health] care [removed: practitioners.][added: distribution: | | | | | | | | | | | | | | |]

Henry Schein One, the largest contributor of sales to this category, offers [added: dental practice management solutions for dental and medical practitioners.]

[removed: Recent Developments][added: Recent Developments]

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent [added: Developments” herein for a discussion related to the COVID-19 pandemic and recent corporate transactions.]

[removed: Industry][added: Industry]

The global health care distribution industry, as it relates to office-based health care practitioners, is fragmented and [added: diverse.]

[removed: in their offices, the] [added: The] distribution [added: and manufacture] of health care supplies and [removed: small] equipment [removed: to office-based health][added: is highly competitive.]

The purchasing decisions within an office-based health care practice are typically [added: made by the practitioner, hygienist or office manager.]

Supplies and small equipment are generally purchased from [added: more than one distributor, with one generally serving as the primary supplier.]

We believe that consolidation within the industry will continue to result in a number of distributors, particularly [added: those with limited financial, operating and marketing resources, seeking to combine with larger companies that can provide growth opportunities.]

[added: This consolidation also may continue to result in distributors seeking to acquire] companies that can enhance their current product and service offerings or provide [added: opportunities to serve a broader customer base.]

This trend has benefited distributors capable [added: of providing a broad array of products and services at low prices.]

We believe that the trend towards cost containment has the potential to favorably affect [added: demand for technology solutions, including software, which can enhance the efficiency and facilitation of practice management.]

[removed: Competition][added: Competition]

[added: Many of the health] care products we sell are available to our customers from a number of suppliers.

[added: In addition, our competitors could] obtain exclusive rights from manufacturers to market particular products.

[added: Manufacturers also could seek to sell] directly to end-users, and thereby eliminate or reduce our role and that of other [added: distributors.]

[added: In certain parts of the] dental end market, such as those related to dental specialty products, [added: and medical end market manufacturers already sell directly to end customers.]

In the dental market, our primary competitors in the U.S. are the Patterson [added: Dental division of Patterson Companies, Inc. and Benco Dental Supply Company.]

[added: In addition, we compete against] a number of other distributors that operate on a national, regional and [added: local level.]

[added: Our primary competitors in the] U.S. medical market, which accounts for the large majority of our global medical [added: sales, are McKesson Corporation and Medline Industries, Inc., which are national distributors.]

We also compete with a number of regional and local [added: medical distributors, as well as a number of manufacturers that sell directly to physicians.]

Outside of the U.S., we believe we are the only global distributor of supplies [added: and equipment to dental practices and our competitors are primarily local and regional companies.]

[removed: Competitive Strengths][added: Competitive Strengths]

With more than 89 years of experience distributing health care products, we have built a vast set of small, mid-sized and large customers in the dental and medical markets, serving more than one million customers worldwide across dental practices, laboratories, physician practices, and ambulatory surgery centers, as well as government, institutional health care clinics and other alternate care clinics.

We offer a comprehensive selection of more than 120,000 branded products and Henry Schein private brand products in stock, as well as more than 180,000 additional products available as special-order items.

Our infrastructure, including over 3.8 million square feet of space in 27 strategically located distribution centers around the world, enables us to historically provide rapid and accurate order fulfillment, better serve our customers and increase our operating efficiency.

Our medical businesses serve physician offices, urgent care centers, ambulatory care sites, emergency medical technicians, dialysis centers, home health, federal and state governments and large enterprises, such as group practices and integrated delivery networks, among other providers across a wide range of specialties.

The health care distribution reportable segment, combining our global dental and medical businesses, distributes consumable products, dental specialty products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.

While our primary go-to-market strategy is in our capacity as a distributor, we also market and sell under our own private label portfolio of cost-effective, high-quality consumable merchandise products, and manufacture certain dental specialty products in the areas of implants, orthodontics and endodontics.

The technology and value-added services reportable segment provides software, technology and other value-added services to health care practitioners.

In addition, we offer dentists and physicians a broad suite of electronic health records, integrated revenue cycle management, patient communication services including electronic marketing and web-site design, analytics and patient demand generation.

Finally, our value-added practice solutions include practice consultancy, education, and the facilitation of financial service offerings (on a non-recourse basis) to help dentists and physicians operate and expand their business operations.

The industry ranges from sole practitioners working out of relatively small offices to mid-sized and large group practices ranging in size from a few practitioners to several hundred practices owned or operated by dental support organizations (DSOs), medical group purchasing organizations (GPOs), hospital systems or integrated delivery networks (IDNs).

Due in part to the inability of office-based health care practitioners to store and manage large quantities of supplies in their offices, the distribution of health care supplies and small equipment to office-based health care practitioners has been characterized by frequent, small quantity orders, and a need for rapid, reliable and substantially complete order fulfillment.

The health care distribution industry continues to experience growth due to demand driven by the aging population, increased health care awareness and the importance of preventative care, an increasing understanding of the connection between good oral health and overall health, improved access to care globally, the proliferation of medical technology and testing, new pharmacology treatments and expanded third-party insurance coverage, partially offset by the effects of unemployment on insurance coverage and technological improvements, including the advancement of software and services, prosthetic solutions and telemedicine.

In addition, the non-acute market continues to benefit from the shift of procedures and diagnostic testing from acute care settings to alternate-care sites, particularly physicians’ offices and ambulatory surgery centers.

In addition, customer consolidation will likely lead to multiple locations under common management and the movement of more procedures from the hospital setting to the physician or alternate care setting as the health care industry is increasingly focused on efficiency and cost containment.

It also has accelerated the growth of health maintenance organizations (“HMOs”), group practices, other managed care accounts and collective buying groups, which, in addition to their emphasis on obtaining products at competitive prices, tend to favor distributors capable of providing specialized management information support.

In North America, we compete with other distributors, as well as several manufacturers, of dental and medical products, primarily on the basis of price, breadth of product line, e-commerce capabilities, customer service and

With regard to our dental software, we compete against numerous companies, including the Patterson Dental division of Patterson Companies, Inc., Carestream Health, Inc., Open Dental Software, Inc., PlanetDDS LLC, Good Methods Global Inc. (d.b.a.

In other software end markets, including revenue cycle management, patient relationship management and patient demand generation, we compete with companies such as Vyne Therapeutics Inc., EDI-Health Group, Inc. (d.b.a.

Dental X Change, Inc.), Weave Communications, Inc., Solutionreach, Inc., ZocDoc, Inc., LocalMed Inc. and Prosites Inc. The medical practice management and electronic medical records market is fragmented and we compete with numerous companies such as the NextGen division of Quality Systems, Inc., eClinicalWorks, Allscripts Healthcare Solutions, Inc. and Epic Systems Corporation.

We also face significant competition internationally, where we compete on the basis of price and customer service against several large competitors, including the GACD Group, Proclinic SA, Lifco AB, Planmeca Oy and Billericay Dental Supply Co. Ltd., as well as a large number of other dental and medical product distributors and manufacturers in international countries and territories we serve.

We are committed to providing customized solutions to our customers that are driven by our understanding of the end markets we serve and reflect the technology-driven products and services best suited for their practice needs.

*Direct sales and marketing expertise.* Our sales and marketing efforts are designed to establish and solidify customer relationships through personal or virtual visits by field sales representatives, frequent direct marketing and telesales contact, emphasizing our broad product lines, including exclusive distribution agreements, competitive prices and ease of order placement, particularly through our e-commerce platforms.

- *Marketing.* During 2021, we marketed to existing and prospective office-based health care providers through a combination of owned, earned and paid digital channels, as well as through catalogs, flyers, direct mail and other promotional materials.

- *Telesales.* We support our direct marketing effort with approximately 2,100 inbound and outbound telesales representatives, who facilitate order processing, generate new sales through direct and frequent contact with customers and stay abreast of market developments and the hundreds of new products, services and technologies introduced each year to educate practice personnel.

We continue to invest in our e-commerce platform to offer enhanced content management so customers can more easily find the products they need and to enable an engaging purchase experience, supported by excellent customer service.

- *Consumable supplies and equipment.* We distribute consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, dental specialty products, diagnostic tests, infection-control products and vitamins.

We also market and sell our own private label portfolio of cost-effective, high-quality consumable merchandise products and manufacture certain dental specialty products in the areas of implants, orthodontics and endodontics.

- *Technology and other value-added products and services.* We sell practice management, business analytics, patient engagement and patient demand creation software solutions to our dental customers.

Our practice management solutions provide practitioners with electronic medical records, patient treatment history, analytics, billing, accounts receivable analyses and management, appointment calendars, electronic claims processing and word processing programs, network and hardware services, e-commerce and electronic marketing services, sourcing third party patient payment plans, transition services and training and education programs for practitioners.

As of December 25, 2021, we had an active user base of approximately 95,700 practices and 400,000 consumers, including users of AxiUm, Dentally®, Dentrix Ascend®, Dental Vision®, Dentrix® Dental Systems, Dentrix® Enterprise, Easy Dental®, EndoVision®, Evolution® and EXACT®, Gesden®, Jarvis Analytics™, Julie® Software, Oasis, OMSVision®, Orisline®, PBS Endo®, PerioVision®, Power Practice® Px, PowerDent, and Viive® and subscriptions for Demandforce®, Sesame, and Lighthouse360® for dental practices and DentalPlans.com® for dental patients; and MicroMD® for physician practices.

Our over 2,175 technicians provide installation and repair services for: dental handpieces; dental and medical small equipment; table-top sterilizers and large dental equipment.

- *Financial services.* We offer our customers solutions in operating their practices more efficiently by providing access to a number of financial services and products provided by third party suppliers (including non-recourse financing for equipment, technology and software products, non-recourse practice financing for leasehold improvements, business debt consolidation and commercial real estate, non-recourse patient financing and credit card processing) at rates that we believe are generally lower than what our customers would be able to secure independently.

Due to the significant increase in demand for personal protective equipment (“PPE”), as a result of COVID-19, during the year ended December 25, 2021, approximately 96% of items ordered were shipped without back ordering.

The following table sets forth the percentage of consolidated net sales by principal categories of products and services offered through our health care distribution and technology and value-added services reportable segments:

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | 2021 | | | | 2020 | | | | 2019 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

See [Note-23 Related Party Transactions](#relparty) for further information.

We believe our offering of a broad range of products, services and support, including software solutions that can help drive improved workflow efficiency and patient communications for practices, coupled with our full-service value proposition, helps us to retain and grow our customer base.

by a network of people and

technology.

We

based dental and medical practitioners, as well as alternate sites of care.

Our philosophy is grounded in our

the practitioner can provide

better clinical care.

mid-sized

and large customers in the dental and medical markets, serving more than one

million customers worldwide across

dental practices and laboratories and physician practices, as well as government,

institutional health care clinics and

other alternate care clinics.

We are headquartered in Melville, New York,

employ more than 19,000 people (of which approximately 9,800 are

territories, including the

United States, Australia, Austria, Belgium, Brazil, Canada, Chile, China,

the Czech Republic, France, Germany,

Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia, the Netherlands, New

Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland,

Thailand, United Arab Emirates

and the United Kingdom.

as

through contribution from strategic acquisitions.

Our business extends far beyond our supply chain capabilities across

the globe.

We provide a wide breadth

of products, value-added solutions and support to customers, including

consumables and equipment.

Through

Henry Schein One, we offer dental practice management, patient engagement

and demand creation software

solutions.

We also offer a broad range of financial services for our customers to help them operate and expand their

business operations.

differentiator for our business.

We offer

a comprehensive selection of more than 120,000 branded products

and Henry Schein private brand

products in stock, as well as more than 180,000 additional products

For a discussion of Legal Proceedings, see [Note 14 – Commitments and Contingencies](#candc) of the Notes to the Consolidated Financial Statements included under Item 8.

Legal Proceedings

For a discussion of Legal Proceedings, see

[Note 20 – Commitments and Contingencies](#a60413)

of the Notes to the

Consolidated Financial Statements included under Item 8.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: FORM][added: FORM 10-K]

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

For the fiscal year ended [added: December 25, 2021]

[removed: SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF][added: Securities registered pursuant to Section 12(b) of the Act:]

[removed: Commission] [added: Commission] file [removed: number][added: number 0-27078]

[removed: HENRY] [added: HENRY] SCHEIN, [removed: INC][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

[removed: Delaware][added: | Delaware | 11-3136595 |]

[removed: (State] [added: | (State] or other jurisdiction [removed: of][added: of | (I.R.S. Employer Identification No.) |]

[removed: incorporation] [added: | incorporation] or [removed: organization)][added: organization) | |]

[removed: 135] [added: 135] Duryea [removed: Road][added: Road]

[removed: New York][added: Melville, New York]

[removed: (Address] [added: (Address] of principal executive [removed: offices)][added: offices)]

[removed: 11747][added: 11747]

[removed: (Zip Code)][added: (Zip Code)]

[removed: 843-5500][added: (631) 843-5500]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section [removed: 12(b)][added: 12(g) of the Act: None]

[added: | Title of each class | Trading Symbol(s) |] Name of each exchange on which registered [added: |]

[added: |] Common Stock, par value $.01 per share [added: | HSIC | The Nasdaq Global Select Market |]

[removed: YES][added: YES: ☒ NO: ☐]

YES: [added: ☐ 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 [added: 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.]

[added: 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 [removed: file such reports), and (2) has been subject to] [added: submit] such [removed: filing][added: files).]

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal [added: control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.]

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 [added: quoted on the Nasdaq Global Select Market on June 26, 2021, was approximately $10,405,142,000.]

[added: As of February 7, 2022, there were 137,172,800] shares of registrant’s Common Stock, par value $.01 per share, outstanding.

[removed: Documents] [added: Documents] Incorporated by [removed: Reference:][added: 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 [added: (December 25, 2021) are incorporated by reference in Part III hereof.]

[removed: TABLE] [added: | TABLE] OF [removed: CONTENTS][added: CONTENTS | | | | | | |]

[removed: Page][added: | | | | | | | Page |]

[removed: Number][added: | | | | | | | Number |]

[removed: [PART I.](#a642)][added: PART I]

[added: | | [ITEM 1B.](#Item1B) | | |] [Unresolved Staff [removed: Comments](#a20069)][added: Comments](#Item1B) | | 38 |]

[added: | | [ITEM 3.](#Item3) | | |] [Legal [removed: Proceedings](#a20408)][added: Proceedings](#Item3) | | 39 |]

[added: | | [ITEM 4.](#Item4) | | |] [Mine Safety [removed: Disclosures](#a20422)][added: Disclosures](#Item4) | | 39 |]

[added: | | [ITEM 5.](#Item5) | | |] [Market for Registrant's Common Equity, Related Stockholder [removed: Matters](#a20439)][added: Matters](#Item5) | | |]

Washington, D.C. 20549

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

| --- | --- |

| --- | --- | --- |

YES: ☒ NO: ☐

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.

YES: ☒ NO: ☐

YES: ☐ NO: ☒

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| | | | | | | |

| | [ITEM 1.](#Item1) | | | [Business](#Item1) | | 3 |

| | [ITEM 1A.](#Item1A) | | | [Risk Factors](#Item1A) | | 24 |

| | [ITEM 2.](#Item2) | | | [Properties](#Item2) | | 39 |

| | | | | | | |

| [PART II](#Part2) | | | | | | |

| | [ITEM 6.](#Item6) | | | [\[Reserved\]](#Item6) | | 41 |

| | [ITEM 9A.](#Item9A) | | | [Controls and Procedures](#Item9A) | | 114 |

| | [ITEM 9B.](#item9b) | | | [Other Information](#item9b) | | 117 |

| | [ITEM 9C.](#Item9C) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#Item9C) | | 117 |

| | | | | | | |

| | [ITEM 11.](#Item11) | | | [Executive Compensation](#Item11) | | 117 |

| | | | | | | |

| | [ITEM 15.](#Item15) | | | [Exhibits and Financial Statement Schedules](#Item15) | | 118 |

| | [ITEM 16.](#Item16) | | | [Form 10-K Summary](#Item16) | | 125 |

| | | | | [Signatures](#Signatures) | | 126 |

| | | | | | | |

Washington,

D.C.

20549

10-K

ANNUAL REPORT PURSUANT TO

December 26, 2020

TRANSITION REPORT PURSUANT TO

1934

0-27078

11-3136595

(I.R.S. Employer Identification No.)

Melville

of the Act:

Title of each class

Trading Symbol(s)

HSIC

The Nasdaq Global Select Market

Securities registered pursuant to Section

12(g) of the Act: None

NO:

NO

requirements for the past 90 days.

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).

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

We have no unresolved comments from the staff of the SEC that were issued 180 days or more preceding the end of [added: our 2021 fiscal year.]

Unresolved Staff Comments

our 2020 fiscal year.

We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on [added: our business.]

Within our health care distribution segment (for properties with more than 100,000 square feet) we lease and/or own approximately 5.6 million square feet of properties, consisting of distribution, office, showroom, manufacturing and sales space, in locations including the United States, Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech Republic, France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia, Mexico, the Netherlands, New Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United Arab Emirates and the United Kingdom.

Lease expirations range from 2023 to 2041.

Properties

We own or lease the following properties with more than 100,000 square feet:

Own or

Approximate

Lease Expiration

Property

Location

Lease

Square Footage

Date

Corporate Headquarters

Melville, NY

185,000

July 2036

Own

105,000

N/A

Office and Distribution Center

Fiumana-Predappio, Italy

183,000

Tours, France

166,000

Gillingham, United Kingdom

Lease/Own

165,000

June 2033

Eastern Creek, New South Wales, Australia

161,000

July 2030

Niagara on the Lake, Canada

128,000

September 2021

Bastian, VA

108,000

West Allis, WI

106,000

October 2027

Greer, SC

102,000

December 2028

[removed: PART][added: PART II]

Mine Safety Disclosures

II

[added: Purchases of] Equity Securities [added: by the Issuer]

Our common stock is traded on the Nasdaq Global Select Market tier of [added: the Nasdaq Stock Market, or Nasdaq, under the symbol HSIC.]

[removed: the Nasdaq] [added: | NASDAQ] Stock [removed: Market, or Nasdaq,][added: Market | | | | | | | | | | | | | | | | | | |]

[removed: As of December 26, 2020,][added: | | | December 31, | | | December 30, | | | December 29, | | | December 28, | | | December 26, | | | December 25, | |]

[removed: shares)][added: | | | | Total | | | | | of Shares | | of Shares |]

[added: As of December 25, 2021, we had repurchased approximately $4.0 billion of common stock (81,068,993 shares)] under these initiatives, with [removed: $201.2] [added: $200.0] million available for future common stock [added: share repurchases.]

[removed: Dividend Policy][added: Dividend Policy]

We have not declared any cash or stock dividends on our common stock during fiscal years [removed: 2020] [added: 2021] or [removed: 2019.][added: 2020.]

[added: We] currently do not anticipate declaring any cash or stock dividends on our common [added: stock in the foreseeable future.]

We intend to retain earnings to finance the expansion of our business and for general corporate purposes, including [added: our share repurchase program.]

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

[removed: ][added: ]

[removed: COMPARISON] [added: COMPARISON] OF 5-YEAR CUMULATIVE TOTAL [added: RETURN]

[removed: ASSUMES] [added: | ASSUMES] $100 INVESTED ON DECEMBER [removed: 26, 2015][added: 31, 2016 | | | | | | | | | | | | | | | | | | |]

[removed: ASSUMES] [added: | ASSUMES] DIVIDENDS [removed: REINVESTED][added: REINVESTED | | | | | | | | | | | | | | | | | | |]

[added: |] Dow Jones U.S. Health [added: | | | | | | | | | | | | | | | | | | |]

On February 7, 2022, there were approximately 90,000 holders of record of our common stock and the last reported sales price was $76.28.

A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.

Our share repurchase program, announced on March 3, 2003, originally allowed us to repurchase up to two million shares pre-stock splits (eight million shares post-stock splits) of our common stock, which represented approximately 2.3% of the shares outstanding at the commencement of the program.

Subsequent additional increases totaling $4.1 billion, authorized by our Board of Directors, to the repurchase program provide for a total of $4.2 billion (including $400 million authorized on May 13, 2021) of shares of our common stock to be repurchased under this program.

On March 8, 2021, we announced the reinstatement of our share repurchase program, which was previously suspended in April 2020 as a result of the COVID-19 pandemic.

The following table summarizes repurchases of our common stock under our stock repurchase program during the fiscal quarter ended December 25, 2021:

| | | | | | | | | Total Number | | Maximum Number |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Number | | Average | | | Purchased as Part | | that May Yet |

| | | | of Shares | | Price Paid | | | of Our Publicly | | Be Purchased Under |

| Fiscal Month | | | Purchased (1) | | Per Share | | | Announced Program | | Our Program (2) |

| 9/26/2021 through 10/30/2021 | | | 638,645 | | $ | 78.29 | | 638,645 | | 3,929,275 |

| 10/31/2021 through 11/27/2021 | | | \- | | | \- | | \- | | 4,073,875 |

| 11/28/2021 through 12/25/2021 | | | 1,348,213 | | | 74.17 | | 1,348,213 | | 2,669,160 |

| | | | 1,986,858 | | | | | 1,986,858 | | |

| | | | | | | | | | | |

| | | | | | | | | | | |

| (1) | All repurchases were executed in the open market under our existing publicly announced authorized program. | | | | | | | | | |

| | | | | | | | | | | |

| (2) | The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the closing price of our common stock at that time. This table excludes shares withheld from employees to satisfy minimum tax withholding requirements for equity-based transactions. | | | | | | | | | |

Any declaration of dividends will be at the discretion of our Board of Directors and will depend upon the earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends and other factors.

The graph below compares the cumulative total stockholder return on $100 invested, assuming the reinvestment of all dividends, on December 31, 2016, the last trading day before the beginning of our 2017 fiscal year, through the end of our 2021 fiscal year with the cumulative total return on $100 invested for the same period in the Dow Jones U.S. Health Care Index and the Nasdaq Stock Market Composite Index.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | |

| | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | |

| Henry Schein, Inc. | | $ | 100.00 | | $ | 92.12 | | $ | 102.72 | | $ | 113.33 | | $ | 112.05 | | $ | 127.54 |

| Care Index | | | 100.00 | | | 122.84 | | | 128.65 | | | 158.85 | | | 181.17 | | | 225.21 |

| Composite Index | | | 100.00 | | | 129.64 | | | 124.98 | | | 172.81 | | | 247.88 | | | 304.99 |

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

under the symbol HSIC.

On February 8, 2021, there were approximately 235 holders of record of our common

stock and the last reported

sales price was $70.78.

Purchases of Equity Securities by the Issuer

Our share repurchase program, announced on March 3, 2003, originally

allowed us to repurchase up to two million

shares pre-stock splits (eight million shares post-stock splits) of our common

stock, which represented

approximately 2.3% of the shares outstanding at the commencement of

the program.

Subsequent additional

increases totaling $3.7 billion, authorized by our Board of Directors,

to the repurchase program provide for a total

of $3.8 billion of shares of our common stock to be repurchased under this program.

we had repurchased approximately $3.6 billion of common stock (75,563,289

share repurchases.

As a result of the COVID-19 pandemic, as previously announced, we have

temporarily suspended our share

repurchase program in an effort to preserve cash and exercise caution in this uncertain

period and due to certain

restrictions related to financial covenants in our credit facilities.

During the fiscal quarter ended December 26, 2020, we did not make any

repurchases of our common stock.

The

maximum number of shares that could be purchased under this program

is determined at the end of each month

based on the closing price of our common stock at that time.

The maximum number of shares that could be

repurchased as of October 31, 2020, November 28, 2020, and December

26, 2020 were 3,164,694, 3,159,724 and

3,056,528, respectively.

We

stock in the foreseeable future.

our share repurchase program.

Any declaration of dividends will be at the discretion of our Board of

Directors and

will depend upon the earnings, financial condition, capital requirements,

level of indebtedness, contractual

\[Reserved\]

Selected Financial Data

The following selected financial data, with respect to our financial position

and results of operations for each of the

five fiscal years in the period ended December 26, 2020, set forth below, has been derived from, should be read in

conjunction with and is qualified in its entirety by reference to, our consolidated

financial statements and notes

thereto.

The selected financial data presented below should also be read

in conjunction with

[ITEM 7](#a22363)

[Management's Discussion and Analysis of Financial Condition](#a22363)

[and Results of Operations](#a22363)

” and

[ITEM 8](#a35443)

[Financial Statements and Supplementary Data](#a35443)

.”

Years ended

December 26,

December 28,

December 29,

December 30,

December 31,

2020

2019

2018

2017

2016

(in thousands, except per share data)

Income Statement Data:

Net sales

10,119,141

9,985,803

9,417,603

8,883,438

8,218,885

Gross profit

2,814,343

3,090,886

2,910,747

2,746,662

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

[added: Evaluation of Disclosure] Controls and [removed: Procedures][added: Procedures]

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: internal control] [added: Opinion on Internal Control] over [removed: financial reporting.][added: Financial Reporting]

[added: However, the design of our internal control framework and objectives over financial reporting remains unchanged and we do not believe that these changes have materially affected, or] are reasonably likely to materially affect, the effectiveness of our internal control over financial [added: reporting.]

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Our management is responsible for establishing and maintaining adequate [added: internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).]

[removed: internal control] [added: Definition and Limitations of Internal Control] over [removed: financial reporting,][added: Financial Reporting]

[added: Our internal control system is designed to provide] reasonable assurance to our management and Board of Directors regarding the [added: preparation and fair presentation of published financial statements.]

[added: Our responsibility is to express an opinion on the Company’s] internal control over financial reporting based on [removed: the][added: our audit.]

[added: Based on our] evaluation under the COSO Framework, our management concluded that our [added: internal control over financial reporting was effective at a reasonable assurance level as of December 25, 2021.]

[removed: The effectiveness] [added: Limitations] of [removed: our internal control over financial reporting as] [added: the Effectiveness] of [removed: December 26,][added: Internal Control]

[added: The effectiveness of our internal control over financial reporting as of December 25, 2021, has been independently] audited by BDO USA, LLP, an independent registered public accounting firm, and their attestation is included [added: herein.]

A control system, no matter how well conceived and operated, can provide [added: only reasonable, not absolute, assurance that the objectives of the internal control system are met.]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[added: We believe] that our audit provides a reasonable basis for our opinion.

New [removed: York][added: York, NY]

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.

Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of December 25, 2021, to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The combination of acquisitions and continued acquisition integrations undertaken during the quarter and carried over from prior quarters, as well as changes to the operating methods of some of our internal controls over financial reporting due to the COVID-19 pandemic, when considered in the aggregate, represents a material change in our internal control over financial reporting.

During the quarter ended December 25, 2021, we completed the acquisition of a dental business in North America with annual revenues of approximately $62 million.

In addition, post-acquisition integration related activities continued for our medical and dental businesses acquired during prior quarters, representing aggregate annual revenues of approximately $429 million.

These acquisitions, the majority of which utilize separate information and financial accounting systems, have been included in our consolidated financial statements since their respective dates of acquisition.

All acquisitions and continued acquisition integrations involve necessary and appropriate change-management controls that are considered in our quarterly assessment of the design and operating effectiveness of our internal control over financial reporting.

In addition, as a result of a combination of continued government imposed and Company directed closures of some of our facilities due to the COVID-19 pandemic, we have had to maintain a number of changes to the operating methods of some of our internal controls.

For example, moving from manual sign-offs and in-person meetings to electronic sign-offs and electronic communications such as email and telephonic or video conference due to out-of-office working arrangements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013), updated and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.

Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

We have audited Henry Schein, Inc.’s (the “Company’s”) internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 25, 2021 and December 26, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 25, 2021, and the related notes and schedule and our report dated February 15, 2022 expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

February 15, 2022

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including

our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this annual report as

such term is defined in Rules 13a-15(e) and

15d-15(e) promulgated under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Based on

this evaluation, our management, including our principal executive officer and principal

financial officer,

concluded that our disclosure controls and procedures were effective as of December 26,

2020 to ensure that all

material information required to be disclosed by us in reports that we file

or submit under the Exchange Act is

accumulated and communicated to them as appropriate to allow timely

decisions regarding required disclosure and

that all such information is recorded, processed, summarized and reported

within the time periods specified in the

SEC’s rules and forms.

The combination of acquisitions and continued acquisition integrations undertaken

during the quarter and carried

over from prior quarters as well as changes to the operating methods of some

of our internal controls over financial

reporting due to the COVID-19 pandemic, when considered in the aggregate,

represents a material change in our

During the quarter ended December 26, 2020,

we completed the acquisition of a dental business in North America

with approximate aggregate annual revenues of approximately $20

million.

In addition, post-acquisition integration

related activities continued for our global dental and North American

medical businesses acquired during prior

quarters, representing aggregate annual revenues of approximately $370 million.

These acquisitions, the majority

of which utilize separate information and financial accounting systems, have

been included in our consolidated

financial statements since their respective dates of acquisition.

All acquisitions and continued acquisition integrations involve necessary

and appropriate change-management

Other Information

PART

III

Not applicable.

PART III

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief [added: Accounting Officer and Controller.]

We make available free of charge through our Internet website, [added: www.henryschein.com, under the “About Henry Schein--Corporate Governance Highlights” caption, our Code of Ethics.]

[added: We intend to disclose on our Web] site any amendment to, or waiver of, a provision of the Code [added: of Ethics.]

Information required by this item regarding our directors and executive officers and our corporate governance is hereby incorporated by reference to the Section entitled “Election of Directors,” with respect to directors, and the first paragraph of the Section entitled “Corporate Governance - Board of Directors Meetings and Committees - Audit Committee,” with respect to corporate governance, in each case in our definitive 2022 Proxy Statement to be filed pursuant to Regulation 14A and to the Section entitled “Information about our Executive Officers” in Part I of this report, with respect to executive officers.

There have been no changes to the procedures by which stockholders may recommend nominees to our Board of Directors since our last disclosure of such procedures, which appeared in our definitive 2021 Proxy Statement filed pursuant to Regulation 14A on March 30, 2021.

Information required by this item concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is hereby incorporated by reference to the Section entitled “Delinquent Section 16(a) Reports” in our definitive 2022 Proxy Statement to be filed pursuant to Regulation 14A, to the extent responsive disclosure is required.

Directors, Executive Officers and Corporate Governance

Information required by this item regarding our directors and executive

officers and our corporate governance is

hereby incorporated by reference to the Section entitled “Election of Directors,”

with respect to directors, and the

first paragraph of the Section entitled “Corporate Governance - Board

of Directors Meetings and Committees -

Audit Committee,” with respect to corporate governance, in each case

in our definitive 2021 Proxy Statement to be

filed pursuant to Regulation 14A and to the Section entitled “Information

about our Executive Officers” in Part I of

this report, with respect to executive officers.

There have been no changes to the procedures by which stockholders

may recommend nominees to our Board of

Directors since our last disclosure of such procedures, which appeared

in our definitive 2020 Proxy Statement filed

pursuant to Regulation 14A on April 7, 2020.

Information required by this item concerning compliance with Section

16(a) of the Securities Exchange Act of

1934 is hereby incorporated by reference to the Section entitled “Delinquent

Section 16(a) Reports” in our

definitive 2021 Proxy Statement to be filed pursuant to Regulation 14A,

to the extent responsive disclosure is

required.

Accounting Officer and Controller.

[www.henryschein.com](https://www.sec.gov/Archives/edgar/data/1000228/000100022821000019/www.henryschein.com)

, under the “About Henry Schein--Corporate Governance Highlights”

caption, our Code of

Ethics.

We intend to disclose on our Web

of Ethics.

The information required by this item is hereby incorporated by reference to the Sections entitled “Compensation Discussion and Analysis,” “Compensation Committee Report” (which information shall be deemed furnished in this Annual Report on Form 10-K), “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive 2022 Proxy Statement to be filed pursuant to Regulation 14A.

Executive Compensation

The information required by this item is hereby incorporated by reference

to the Sections entitled “Compensation

Discussion and Analysis,” “Compensation Committee Report” (which information

shall be deemed furnished in

this Annual Report on Form 10-K), “Executive and Director Compensation”

and “Compensation Committee

Interlocks and Insider Participation” in our definitive 2021 Proxy Statement

to be filed pursuant to Regulation 14A.

[added: All active] plans have been approved by our stockholders.

Descriptions of these plans appear in the notes to our consolidated [added: financial statements.]

The following table summarizes information relating to these plans as [added: of December 25, 2021:]

[removed: Number] [added: | | | | Number] of [removed: Common][added: Common | | | | | |]

[removed: Shares] [added: | | | | Shares] to be Issued [removed: Upon][added: Upon | | Weighted- Average | | | Number of Common |]

[added: |] Plans [added: Not] Approved by Stockholders [added: | | | \- | | | \- | | \- |]

[added: |] Plans [removed: Not] Approved by Stockholders [added: | | | \- | | $ | \- | | 9,597,745 |]

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Exercise of Outstanding | | Exercise Price of | | | Shares Available for |

| Plan Category | | | Options and Rights | | Outstanding Options | | | Future Issuances |

| | Total | | \- | | $ | \- | | 9,597,745 |

The other information required by this item is hereby incorporated by reference to the Section entitled “Security Ownership of Certain Beneficial Owners and Management” in our definitive 2022 Proxy Statement to be filed pursuant to Regulation 14A.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder

Matters

All active

financial statements.

of December 26, 2020:

Weighted-

Average

Exercise of Outstanding

Exercise Price of

Shares Available

for

Plan Category

Options and Rights

Outstanding Options

Future Issuances

\-

6,077,548

Total

The other information required by this item is hereby incorporated by

reference to the Section entitled “Security

Ownership of Certain Beneficial Owners and Management” in our definitive

2021 Proxy Statement to be filed

pursuant to Regulation 14A.

The information required by this item is hereby incorporated by reference to the Section entitled “Certain Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and Committees – Independent Directors” in our definitive 2022 Proxy Statement to be filed pursuant to Regulation 14A.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is hereby incorporated by reference

to the Section entitled “Certain

Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and

Committees – Independent Directors” in our definitive 2021 Proxy Statement

to be filed pursuant to Regulation

14A.

[removed: PART][added: PART IV]

The information required by this item is hereby incorporated by reference to the Section entitled “Independent Registered Public Accounting Firm Fees and Pre-Approval Policies and Procedures” in our definitive 2022 Proxy Statement to be filed pursuant to Regulation 14A.

Principal Accounting Fees and Services

The information required by this item is hereby incorporated by reference

to the Section entitled “Independent

Registered Public Accounting Firm Fees and Pre-Approval Policies and

Procedures” in our definitive 2021 Proxy

Statement to be filed pursuant to Regulation 14A.

IV

[removed: Exhibits,] [added: | 2. |] Financial Statement [removed: Schedules][added: Schedules: |]

[removed: List] [added: (a) List] of Documents Filed as a Part of This [removed: Report:][added: Report:]

[added: | 1. |] Financial Statements: [added: |]

[added: | |] Our Consolidated Financial Statements filed as a part of this report [added: are listed on the index on |]

[added: | |] Schedule II – Valuation of Qualifying Accounts [added: |]

[added: | |] No other schedules are required. [added: |]

[added: | 3. |] Index to Exhibits: [added: |]

[added: | |] See exhibits listed under Item 15(b) below. [added: |]

[removed: Exhibits][added: | (b) Exhibits | |]

[added: | [2.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm) |] [Contribution and Distribution Agreement, dated as of April 20, 2018, by and among us, [removed: HS](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: 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, 2018 (film no. 18767875).)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm) |]

[removed: [Spinco,] [added: | [2.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm) | [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 [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: LLC. (Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on April 23, 2018 (film no. 18767875).)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm) |]

[removed: [(Incorporated] [added: | [3.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm) | [Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc. (Incorporated] by reference to Exhibit [removed: 2.1] [added: 3.1] to our Current Report on Form 8-K filed on [removed: April 23,](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: June 1, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm) |]

[removed: [(Incorporated] [added: | [3.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm) | [Third Amended and Restated By-Laws of the Company, effective May 13, 2021. (Incorporated] by reference to Exhibit [removed: 2.2] [added: 3.1] to our Current Report on Form 8-K filed on [removed: April 23,](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)][added: May 17, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm) |]

[removed: [on] [added: | [2.3](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm) | [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.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm) [added: |]

[removed: [Annual] [added: | [2.4](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm) | [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 [removed: February](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)][added: February 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm) |]

[removed: [Form] [added: | [2.5](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm) | [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.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm) [added: |]

[removed: [Annual] [added: | [10.16](http://www.sec.gov/Archives/edgar/data/1000228/000100022811000014/ex10_23.htm) | [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 [removed: 29, 2018] [added: 25, 2010] filed on [removed: February](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)][added: February 22, 2011.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022811000014/ex10_23.htm) |]

[removed: [Second Amended and Restated By-Laws of Henry] [added: | [10.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm) | [Henry] Schein, Inc. [added: 2013 Stock Incentive Plan, as amended and restated effective as of May 14, 2013.] (Incorporated by reference [removed: to](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex32.htm)][added: to Exhibit 10.2 to our Current Report on Form 8-K filed on May 16, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm) |]

[removed: [(Incorporated] [added: | [10.5](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm) | [Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as of May 21, 2020. (Incorporated] by reference to Exhibit [removed: 4.3] [added: 10.1] to our Current Report on Form 8-K filed on [removed: June 25,](http://www.sec.gov/Archives/edgar/data/1000228/000119312520178254/d948426dex43.htm)][added: May 26, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm) |]

[removed: [2020,] [added: | [4.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm) | [Third Amended and Restated Master Note Facility, dated as of October 20, 2021,] by and among us, NYL Investors LLC and each New York Life affiliate which [removed: becomes](http://www.sec.gov/Archives/edgar/data/1000228/000119312520178254/d948426dex42.htm)][added: becomes party thereto. (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on October 21, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm) |]

[removed: [4.5](http://www.sec.gov/Archives/edgar/data/1000228/000119312518211389/d671414dex41.htm)][added: | [4.5](https://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm) | [Description of Securities.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm) |]

[removed: [Form] [added: | [10.21](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1032.htm) | [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, [removed: 2019] [added: 2020] filed on February 20, [removed: 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex44.htm)][added: 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1032.htm) |]

[removed: [Henry] [added: | [10.6](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm) | [Form of 2021 Stock Option Agreement pursuant to the Henry] Schein, Inc. [removed: 2013] [added: 2020] Stock Incentive [removed: Plan, as] [added: Plan (as] amended and restated effective as of May [removed: 14,](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)][added: 21, 2020). (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm) |]

[added: | [10.4](http://www.sec.gov/Archives/edgar/data/1000228/000119312513161803/d523250dex102.htm)5 | [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 [removed: on](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)][added: on April 19, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312513161803/d523250dex102.htm) |]

[removed: [to] [added: | [10.](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)4 | [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 [removed: of](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000025/exhibit102.htm)][added: 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.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm) |]

[added: | [10.2](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit104.htm) |] [Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit [removed: awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit104.htm)][added: 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.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit104.htm) |]

[removed: [pursuant] [added: | [10.28](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex102.htm) | [Form of Performance-Based RSU Award Agreement for Stanley M. Bergman Pursuant] to the Henry Schein, Inc. 2013 Stock Incentive Plan (as [removed: amended] [added: Amended] and [removed: restated effective](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit104.htm)][added: Restated as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 9, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex102.htm) |]

[removed: [awards pursuant] [added: | [10.29](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex103.htm) | [Form of Time-Based RSU Award Agreement for Stanley M. Bergman Pursuant] to the Henry Schein, Inc. 2013 Stock Incentive Plan (as [removed: amended] [added: Amended] and [removed: restated](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit105.htm)][added: Restated as of May 14, 2013). (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 9, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex103.htm) |]

[removed: [Report] [added: | [10.22](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex104.htm) | [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 [removed: 31, 2018] [added: 28, 2020] filed on May [removed: 8, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit105.htm)][added: 5, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex104.htm) |]

[added: | [10.](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)3 |] [Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit [removed: awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: 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.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm) |]

[added: | [10.32](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit103.htm) |] [Form [added: 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, [removed: 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit103.htm) |]

[added: | [10.25](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex101.htm) | [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 [removed: on](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm)][added: on August 9, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex101.htm) |]

[removed: [reference] [added: | [10.](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000029/exhibit101_2q15.htm)8 | [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 [removed: ended](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000029/exhibit101_2q15.htm)][added: ended June 27, 2015 filed on July 29, 2015.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000029/exhibit101_2q15.htm) |]

[removed: [pursuant] [added: | [10.](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit106.htm)9 | [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 [removed: (as](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit106.htm)][added: (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 8, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit106.htm) |]

[removed: [to] [added: | [10.23](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit107_1q14.htm) | [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 [removed: 31, 2018] [added: 29, 2014] filed on [removed: May](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit106.htm)][added: May 6, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit107_1q14.htm) |]

[added: | [10.10](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm) |] [Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective [removed: as](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: 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.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm) |]

[added: | [10.11](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm) |] [Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement [removed: Plan,](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: 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 February 20, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm) |]

[removed: [10.18] [added: | [10.18](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_204q13.htm) | [Amendment Number Two] to [added: 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, [removed: 2020] [added: 2013] filed [removed: on](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: on February 11, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_204q13.htm) |]

[added: | [10.12](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm) |] [Amendment Number Two to the Henry Schein, Inc. Supplemental Executive Retirement [removed: Plan,](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: 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 5, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm) |]

[added: | [10.13](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm) |] [Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement [removed: Plan,](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)][added: 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 November 2, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm) |]

| --- | --- |

| | Page 59. |

| | |

| | |

| | |

| --- | --- |

| | |

| | |

| | |

| | |

| | |

| [2.6](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm) | [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 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm) |

| | |

| | |

| | |

| [4.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm) | [Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of October 20, 2021, 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 4.4 to our Current Report on Form 8-K filed on October 21, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm) |

| | |

| --- | --- |

| | |

| [4.3](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex42.htm) | [Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on October 21, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex42.htm) |

| | |

| [4.4](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex41.htm) | [Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us, AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 21, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex41.htm) |

| | |

| | |

| | |

| | |

| | |

| | |

| | |

| | |

| [10.7](http://www.sec.gov/Archives/edgar/data/1000228/000100022821000036/exhibit102.htm) | [Form of 2021 Special Pandemic Recognition Award Restricted Stock Unit Agreement for time-based restricted stock unit awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2021 filed on May 4, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022821000036/exhibit102.htm) |

| --- | --- |

| | |

| | |

| | |

| | |

| | |

| | |

| | |

| | |

(a)

1.

are listed on the index on

Page 69.

2.

Financial Statement Schedules:

3.

(b)

[2.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)

[2018 (film no. 18767875).)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)

[2.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)

[Agreement and Plan of Merger, dated as of April 20, 2018, by and among us, HS Spinco, Inc,](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)

[HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)

[2018 (film no. 18767875).)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)

[2.3](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[Letter Agreement, Amendment No. 1 to Contribution and Distribution Agreement and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[Amendment No. 1 to Agreement and Plan of Merger, dated as of September 14, 2018, by and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[Representative Services LLC.( Incorporated by reference to Exhibit 2.3 to our Annual Report](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[2.4](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[Letter Agreement and Amendment No. 2 to Contribution and Distribution Agreement, dated as](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[of November 30, 2018, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[Shareholder Representative Services LLC.

(Incorporated by reference to Exhibit 2.4 to our](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[2.5](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[Letter Agreement and Amendment No. 3 to Contribution and Distribution Agreement and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[Amendment No. 2 to Agreement and Plan of Merger, dated as of December 25, 2018, by and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[Representative Services LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[2.6](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)

[Letter Agreement and Amendment No. 4 to Contribution and Distribution Agreement, dated as](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)

[of January 15, 2019, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)

[Shareholder Representative Services LLC.(Incorporated by reference to Exhibit 2.6 to our](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)

[20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)

[3.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm)

[Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc. (Incorporated](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm)

[by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 1, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm)

[3.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex32.htm)

[Exhibit 3.2 to our Current Report on Form 8-K filed on June 1, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex32.htm)

[removed: SIGNATURES][added: SIGNATURES]

[added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly] caused this report to be signed on its behalf by the undersigned, [added: thereunto duly authorized.]

[added: | |] Henry Schein, Inc. [added: |]

[added: | |] By: /s/ STANLEY M. [added: BERGMAN |]

[removed: BERGMAN][added: | | Stanley M. Bergman |]

[added: | |] Chairman and Chief Executive Officer [added: |]

[added: | /s/ STANLEY M. BERGMAN | |] Chairman, Chief Executive Officer [added: | | February 15, 2022 |]

[added: | Stanley M. Bergman | |] and Director (principal executive officer) [added: | | |]

[added: | Steven Paladino | |] and Director (principal financial and accounting officer) [added: | | |]

[removed: /s/ JAMES] [added: | James] P. [added: Breslawski | | | | |]

[removed: /s/ GERALD] [added: | Gerald] A. [added: Benjamin | | | | |]

[removed: /s/ MARK] [added: | Mark] E. [added: Mlotek | | | | |]

[removed: /s/ MOHAMAD ALI][added: | Mohamad Ali | | | | |]

[removed: Mohamad Ali][added: | /s/ MOHAMAD ALI | | Director | | February 15, 2022 |]

[removed: /s/ BARRY] [added: | Barry] J. [added: Alperin | | | | |]

[removed: /s/ DEBORAH DERBY][added: | Deborah Derby | | | | |]

[removed: Deborah Derby][added: | /s/ DEBORAH DERBY | | Director | | February 15, 2022 |]

[removed: /s/ JOSEPH] [added: | Joseph] L. [added: Herring | | | | |]

[removed: /s/ KURT] [added: | Kurt] P. [added: Kuehn | | | | |]

[removed: /s/ PHILIP] [added: | Philip] A. [added: Laskawy | | | | |]

[removed: /s/ ANNE] [added: | Anne] H. [added: Margulies | | | | |]

[removed: /s/ CAROL RAPHAEL][added: | Carol Raphael | | | | |]

[removed: Carol Raphael][added: | /s/ CAROL RAPHAEL | | Director | | February 15, 2022 |]

[removed: DIANNE REKOW][added: | E. Dianne Rekow, DDS, Ph.D. | | | | |]

[removed: Dianne Rekow,][added: | /s/ E. DIANNE REKOW | | Director | | February 15, 2022 |]

[removed: Schedule II][added: Schedule II]

[added: Valuation] and Qualifying [removed: Accounts][added: Accounts]

[removed: (in thousands)][added: (in thousands)]

[removed: Additions (Reductions)][added: | | | | | | | | Additions (Reductions) | | | | | | | | | | |]

[removed: Charged][added: | | | | | | | | Charged | | | Charged | | | | | | | |]

[removed: Balance at][added: | | | | | Balance at | | | (credited) to | | | (credited) to | | | | | | Balance at | |]

[added: | Year] ended December 26, 2020: [added: | | | | | | | | | | | | | | | | | |]

[added: | |] Allowance for doubtful accounts [added: | | | | | | | | | | | | | | | | |]

[added: | Year] ended December 28, 2019: [added: | | | | | | | | | | | | | | | | | |]

[added: | Year] ended December [removed: 29, 2018:][added: 25, 2021: | | | | | | | | | | | | | | | | | |]

[added: | (1) |] Represents amounts charged [added: (credited)] to bad debt expense. [added: | | | | | | | | | | | | | | | | |]

[added: | (2) |] Amounts charged (credited) to other accounts primarily relate to provision for late fees and the impact [added: of foreign currency exchange rates and the adoption of ASU No. 2016-13 effective December 29, 2019. | | | | | | | | | | | | | | | | |]

[added: | (3) |] Deductions primarily consist of fully reserved accounts receivable that have been written off. [added: | | | | | | | | | | | | | | | | |]

| --- | --- |

| | |

| | February 15, 2022 |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

| Signature | | Capacity | | Date |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| /s/ STEVEN PALADINO | | Executive Vice President, Chief Financial Officer | | February 15, 2022 |

| | | | | |

| /s/ JAMES P. BRESLAWSKI | | Vice Chairman, President and Director | | February 15, 2022 |

| | | | | |

| /s/ GERALD A. BENJAMIN | | Director | | February 15, 2022 |

| | | | | |

| /s/ MARK E. MLOTEK | | Director | | February 15, 2022 |

| | | | | |

| | | | | |

| /s/ BARRY J. ALPERIN | | Director | | February 15, 2022 |

| | | | | |

| | | | | |

| /s/ JOSEPH L. HERRING | | Director | | February 15, 2022 |

| | | | | |

| /s/ KURT P. KUEHN | | Director | | February 15, 2022 |

| | | | | |

| /s/ PHILIP A. LASKAWY | | Director | | February 15, 2022 |

| | | | | |

| /s/ ANNE H. MARGULIES | | Director | | February 15, 2022 |

| | | | | |

| | | | | |

| | | | | |

| /s/ SCOTT SEROTA | | Director | | February 15, 2022 |

| Scott Serota | | | | |

| | | | | |

| /s/ BRADLEY T. SHEARES, PH. D. | | Director | | February 15, 2022 |

| Bradley T. Sheares, Ph. D. | | | | |

| | | | | |

| /s/ REED V. TUCKSON, M.D., FACP | | Director | | February 15, 2022 |

| Reed V. Tuckson, M.D., FACP | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | beginning of | | | statement of | | | other | | | | | | end of | |

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange

Act of 1934, the Registrant has duly

thereunto duly authorized.

Stanley M.

February 17, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the

following persons on behalf of the Registrant and in the capacities and on

the dates indicated.

Signature

Capacity

Date

/s/ STANLEY M.

/s/ STEVEN PALADINO

Executive Vice President,

Chief Financial Officer

Steven Paladino

BRESLAWSKI

Vice Chairman, President

and Director

James P.

BENJAMIN

Director

Gerald A.

MLOTEK

Mark E.

ALPERIN

Barry J.

/s/ PAUL

BRONS

Paul Brons

/s/ SHIRA GOODMAN

Shira Goodman

HERRING

Joseph L.

KUEHN

Kurt P.

LASKAWY

Philip A.

INDEX TO FINANCIAL STATEMENTS

HENRY SCHEIN, INC.

Page

[Report of Independent Registered Public Accounting Firm](#a35900)

[Consolidated Financial Statements](#a36139)

[:](#a36139)

[Balance Sheets as of December 26, 2020 and December 28, 2019](#a36137)

[Statements of Income for the years ended December 26, 2020,](#a36709)

[December 28, 2019 and December 29, 2018](#a36709)

[Statements of Comprehensive Income for the years ended December 26, 2020,](#a37466)

[December 28, 2019 and December 29, 2018](#a37466)

[Statements of Changes in Stockholders’ Equity for the years ended](#a37758)

[December 26, 2020, December 28, 2019 and December 29, 2018](#a37758)

[Statements of Cash Flows for the years ended December 26, 2020,](#a39900)

[December 28, 2019 and December 29, 2018](#a39900)

[Notes to Consolidated Financial Statements](#a40851)

[Note 1 – Significant Accounting Policies](#a40851)

[Note 2 – Discontinued Operations](#a44671)

[Note 3 – Property and Equipment, Net](#a46453)

[Note 4 – Goodwill and Other Intangibles, Net](#a46697)

[Note 5 – Investments and Other](#a47238)

[Note 6 – Debt](#a47439)

[Note 7 – Leases](#a48578)

[Note 8 – Redeemable Noncontrolling Interests](#a49382)

[Note 9 – Comprehensive Income](#a49627)

[Note 10 – Fair Value Measurements](#a50336)

[Note 11 – Business Acquisitions Divestitures](#a51075)

[Note 12 – Plans of Restructuring](#a51428)

[Note 13 – Earnings Per Share](#a52176)

[Note 14 – Income Taxes](#a52272)

[Note 15 – Concentrations of Risk](#a56757)

[Note 16 – Derivatives and Hedging Activities](#a56917)

[Note 17 – Revenue from Contracts with Customers](#a57076)

[Note 18 – Segment and Geographic Data](#a57491)

[Note 19 – Employee Benefit Plans](#a58941)

[Note 20 – Commitments and Contingencies](#a60413)

[Note 21 – Quarterly Information (Unaudited)](#a65156)

[Note 22 – Supplemental Cash Flow Information](#a65787)

[Note 23 – Related Party Transactions](#a66055)

[Schedule II - Valuation and Qualifying Accounts for the years ended December 26, 2020,](#a70121)