Henry Schein (HSIC) 10-K risk factor changes: FY2022 vs FY2021

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

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

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

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

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

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

[removed: As a global healthcare solutions] company, the COVID-19 pandemic and the governmental responses to it had, and may again have, a material [removed: 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.]

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

[removed: - *Significant] [added: Significant] volatility in supply, demand and selling prices for personal protective equipment (PPE), COVID-19 [removed: 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.]

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

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

[removed: 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 [removed: and cash flows.]

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

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

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

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

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

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

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

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

[removed: In 2021, our top 10 health care distribution suppliers] and our single largest supplier accounted for approximately [removed: 30%] [added: 28%] and 4%, respectively, of our aggregate purchases.

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

In addition, certain of our suppliers have had their ability to [removed: 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 [removed: world, and the United States recently passed the Uyghur Forced Labor Prevention Act.]

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

[removed: The failure to successfully address these] challenges could materially disrupt our sales and operations.

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

Any such defective software may result in increased expenses related [removed: to the software and could adversely affect our relationships with customers as well as our reputation.]

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

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

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

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

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

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

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

[removed: 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 [removed: be able to compete successfully.]

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

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

Competitors could obtain exclusive rights to market particular [removed: products, which we would then be unable to market.]

[removed: Manufacturers also could increase their] efforts to sell directly to end-users and thereby [removed: eliminate or reduce our role in distribution.]

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

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.

Our business, results of operations, cash flows, financial condition and

liquidity may be negatively impacted by the

and other natural

disasters.

The COVID-19 pandemic has had, and continues to have, an

unprecedented impact on society, worldwide

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.

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.

The impacts and

limited to:

tests and other COVID-19 related products.

Available supply,

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.

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.

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.

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

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

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;

- *Refocusing management resources to mitigate effects of the COVID-19 pandemic*.

Our management is focused on

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 materially adversely affect our business;

- *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.

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.

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.

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 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.

With respect to certain software and e-services that we develop, we rely primarily upon copyright, trademark and trade secret laws, as well as contractual and common law protections and confidentiality obligations.

We cannot provide assurance that such legal protections will be available, adequate or enforceable in a timely manner to protect our software or e-services products.

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

One of our business strategies has been to expand our domestic and international markets in part through acquisitions and joint ventures and we expect to continue to make acquisitions and enter into joint ventures in the future.

Such transactions require significant management attention, may place significant demands on our operations, information systems and financial resources, and there is risk that one or more may not succeed.

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

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

[removed: 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 [removed: statements.]

[removed: The order] in which these factors appear should not be construed to indicate their [removed: 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 [removed: or predict.]

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

We undertake no duty and have no obligation to update forward-looking [removed: statements.][added: statements except as]

[removed: 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 [removed: 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: Since the onset of the COVID-19 pandemic in]

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

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

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

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

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

[removed: However, the extent of the potential] impact cannot be reasonably estimated at this time.

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

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

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

[removed: We believe that we have a strong] brand identity due to our more than [removed: 89] [added: 90] years of experience distributing health [removed: care products.]

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

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

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

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

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

[removed: 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 [removed: products), diagnostic tests, infection-control products, PPE and vitamins.]

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

Our technology business offerings include practice management software [removed: systems for dental and medical practitioners.]

[removed: Our value-added] practice [removed: solutions include practice] consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, [removed: practice technology, network and hardware services, as well as consulting, and] continuing [removed: education services for practitioners.]

Specifically, One Schein provides customers with streamlined access to our comprehensive offering of [removed: 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, [removed: including software and other value-added services.]

[removed: *Industry Overview*][added: Industry Overview]

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

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

Our current and future results have been and could be impacted by the COVID-19 [removed: pandemic, the current economic environment and continued economic and public health uncertainty.]

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

[removed: *Industry Consolidation*][added: Industry Consolidation]

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

[removed: The industry ranges from sole practitioners working out of relatively small offices to group practices] or service organizations ranging in size from a few practitioners to a large number of practitioners who have [removed: combined or otherwise associated their practices.]

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

Operations

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

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 us, our 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”)

products 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

supply chain disruptions will

adversely impact our business, the impact of integration and restructuring

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 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 March 2020, the World Health Organization declared COVID-19 a pandemic.

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.

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

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.

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

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.

*Corporate Transactions*

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

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

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

During the fourth quarter of 2019, we also sold certain other equity investments.

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 gain of approximately $186.8 million.

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”).

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 of Covetrus (“Merger Sub”).

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, we received a tax-free distribution of $1,120 million from Covetrus pursuant to certain debt financing incurred by Covetrus.

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”).

The proceeds of the Share Sale were paid to Covetrus and distributed to us.

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”).

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

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).

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

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

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

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

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

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

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

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

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

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

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

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

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

[removed: 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 [removed: by decreasing the value of these instruments by $10.7 million.]

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

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

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

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

At December [removed: 25, 2021,] [added: 31, 2022,] the notional value of the investments [removed: in these plans was $88.7 million.]

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

[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 [removed: 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 [removed: numerous investment grade counterparties.]

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

As of December [removed: 25, 2021,] [added: 31, 2022,] we had variable interest rate exposure for certain [removed: of our revolving credit facilities and our U.S. trade accounts receivable securitization.]

As of December [removed: 25, 2021,] [added: 31, 2022,] there was [removed: $0.0] [added: $0] million outstanding under this [removed: revolving credit facility.]

[removed: During the year] ended December [removed: 25, 2021,] [added: 31, 2022,] the average outstanding balance under this [removed: revolving credit facility was approximately $1.5 million.][added: securitization]

[removed: As of] December [removed: 25, 2021,] [added: 31, 2022,] the commercial paper rate was [removed: 0.19%] [added: 4.58%] plus 0.75%, [removed: for a combined rate of 0.94%.]

[removed: At] December [removed: 25, 2021] [added: 31, 2022] the outstanding balance was [removed: $105.0] [added: $330] million under [removed: this securitization facility.]

[removed: | | | HENRY SCHEIN, INC. | |][added: Schein, Inc. by approximately $7 million.]

[removed: | | [Statements of Income for] [added: For] the years ended December [removed: 25, 2021,](#IncomeStatement) | | |][added: 31, 2022 ended and December]

[removed: | | | | | | 2021 | | | 2020 | |][added: 25, 2021, we]

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

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

[removed: *Revolving Credit Agreement*][added: this revolving credit facility.]

[removed: On August 20, 2021,] [added: Our revolving credit facility which] we entered into [removed: a new $1 billion revolving credit agreement (the “Credit Agreement”).][added: on August 20, 2021]

[removed: |] [added: our] U.S. trade accounts receivable [removed: securitization | | | | 105,000 | | | \- |][added: securitization.]

[removed: *U.S. Trade Accounts Receivable Securitization*][added: Our U.S trade accounts receivable securitization, which we entered]

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

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

entered into for the sole purpose of hedging an existing or anticipated

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 2022 compared to foreign currencies

would have changed our 2022 reported Net income attributable to Henry

As of December 31, 2022, we had forward foreign currency exchange

agreements, which expire through November

16, 2023, with a fair value of $23 million as determined by quoted market

prices.

Included in the forward foreign

currency exchange agreements, Henry Schein, Inc. had net investment

designated EUR/USD forward contracts

with notional values of approximately €200 million, with a reported fair value

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.

At December 25, 2021, the financing blended rate for this swap was based on LIBOR of 0.09% plus 0.46%, for a combined rate of 0.55%.

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.

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.

Based upon our average outstanding balance for this revolving credit facility, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by less than $0.1 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.

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

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 $0.1 million.

| 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 |

| | | [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 |

[removed: General][added: General]

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

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

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

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

[removed: This] infrastructure, together with broad product and service offerings at competitive prices, [removed: 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 [removed: value-added services.]

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

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

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

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

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

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent [removed: 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 [removed: diverse.]

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

[removed: Supplies and small equipment are generally] purchased from 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 [removed: those with limited financial, operating and marketing resources, seeking to combine with larger companies that can provide growth opportunities.]

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

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

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

[removed: Competition][added: Competition]

The distribution and manufacture of health care supplies and equipment is [removed: highly competitive.]

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

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

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

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

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

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

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

We also compete with a number of regional and local [removed: 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 [removed: and equipment to dental practices and our competitors are primarily local and regional companies.]

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

We have more than [removed: 89] [added: 90] years of experience in distributing products to health care practitioners resulting in strong [removed: awareness of the Henry Schein® brand.]

[removed: *A] [added: A] focus on meeting our customers’ unique [removed: needs*.][added: needs]

[removed: We are committed to continuing to enhance these] offerings through organic investment in our products and our teams, as well as through the acquisition [removed: of new products and services that may help us better serve our customers.]

The key elements of our direct [removed: sales and marketing efforts are:]

[removed: These consultants complement our direct] marketing and telesales efforts and enable us to better market, service and support [removed: the sale of more sophisticated products and equipment.]

[removed: Our strategies included an emphasis on educational content] through webinars and content marketing initiatives.

[removed: We continue to enhance our marketing technology to] improve our targeting capability and the relevance of messaging and offers.

Business

by a network of people and

technology.

We believe we are the world’s largest

provider of health care products and services primarily to

office-

Our philosophy is grounded in our

the practitioner can provide

better clinical care.

With more than 90 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 are headquartered in Melville, New York

and employ more than 22,000 people.

Approximately 50% of our

workforce is based in the United States and approximately 50% is based

outside of the United States.

We have

operations or affiliates in 32 countries and territories.

organic success as well as through contribution from strategic acquisitions.

We offer

a comprehensive selection of more than 300,000 branded products

and Henry Schein corporate brand

products through our distribution centers.

Our infrastructure, including over 3.8 million square

feet of space in 29

strategically located distribution and 19 manufacturing facilities around

the world, enables us to historically provide

rapid and accurate order fulfillment, better serve our customers and increase

our operating efficiency.

This

and a strong commitment to

customer service, enables us to be a single source of supply for our customers’

needs.

value-added services.

Our dental

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 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 32 countries and territories.

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.

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.

- *Field sales consultants.* We have over 3,450 field sales consultants, including equipment sales specialists, covering major North American, European and other international markets.

- *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 offer over 120,000 Stock Keeping Units, or SKUs, to our customers.

We offer over 180,000 additional SKUs to our customers in the form of special order items.

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.

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

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

| Total excluding Corporate TSA revenues | | | | | 100.0 | | | | 99.3 | | | | 99.2 | |

| | Corporate TSA revenues (4) | | | | \- | | | | 0.7 | | | | 0.8 | |

Legal Proceedings

For a discussion of Legal Proceedings, see

[Note 15 – Commitments and Contingencies](#a46741)

of the Notes to the

Consolidated Financial Statements included under Item 8.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

[removed: 11747][added: 11747]

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

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

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

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) [removed: of the Act:]

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

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

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

[removed: YES: ☒ NO: ☐][added: YES]

YES: [removed: ☐ NO: ☒]

[removed: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934] during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing [removed: 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 [removed: Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

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 [removed: new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.]

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

[removed: 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 [removed: (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.](#Part1) | | | | | | |][added: PART]

[removed: | | [ITEM 1B.](#Item1B) | | |] [Unresolved Staff [removed: Comments](#Item1B) | | 38 |][added: Comments](#a21002)]

[removed: | | [ITEM 3.](#Item3) | | |] [Legal [removed: Proceedings](#Item3) | | 39 |][added: Proceedings](#a21067)]

[removed: | | [ITEM 4.](#Item4) | | |] [Mine Safety [removed: Disclosures](#Item4) | | 39 |][added: Disclosures](#a21080)]

Washington,

D.C.

20549

10-K

ANNUAL REPORT PURSUANT TO

December 31, 2022

TRANSITION REPORT PURSUANT TO

1934

0-27078

11-3136595

(State or other jurisdiction of

Melville

of the Act:

Title of each class

Trading Symbol(s)

HSIC

The Nasdaq Global Select Market

12(g) of the Act: None

NO:

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

requirements for the past 90 days.

YES

NO:

Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES

NO:

Indicate by check mark whether the registrant is a

large accelerated filer, an

accelerated filer, a non-accelerated filer,

a smaller reporting company,

or an

emerging

growth

company.

See

the

definitions

of

“large

Washington, D.C. 20549

| --- | --- |

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

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: ☐

| | | | | | | |

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

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

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

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

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

Unresolved Staff Comments

our 2022 fiscal year.

[removed: Lease expirations] range from 2023 to 2041.

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

Within our health care distribution segment (for properties with more than 100,000 square feet) we lease

and/or

own approximately 5.8 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

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.

[removed: PART II][added: PART]

Mine Safety Disclosures

II

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

[removed: 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 [removed: institutions.]

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

[removed: As of December 25, 2021, we had repurchased approximately $4.0 billion of common stock (81,068,993 shares)] under these initiatives, with [removed: $200.0] [added: $115] million available for future common stock share repurchases.

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

[removed: | | | | | | | | | Total Number | | Maximum Number |][added: Total Number]

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

[removed: | | | | Number | | Average | | | Purchased as Part | | that] [added: that] May [removed: Yet |][added: Yet]

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

[removed: | (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 [removed: 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. | | | | | | | | | |]

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

We have not declared any cash or stock dividends on our common stock during fiscal years [removed: 2021] [added: 2022] or [removed: 2020.][added: 2021.]

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

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

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

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

[removed: ][added: ]

[removed: | ASSUMES] [added: ASSUMES] $100 INVESTED ON DECEMBER [removed: 31, 2016 | | | | | | | | | | | | | | | | | | |][added: 30, 2017]

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

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

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

[removed: |] NASDAQ Stock Market [removed: | | | | | | | | | | | | | | | | | | |]

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

Equity Securities

the Nasdaq Stock Market, or Nasdaq,

under the symbol HSIC.

On February 7, 2023, there were approximately 88,000 holders of record of

our common stock and the last reported

sales price was $87.14.

A substantially greater number of holders of our common

stock are “street name” or

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 $4.5 billion, authorized by our Board of Directors,

to the repurchase program provide for a total

of $4.6 billion (including $400 million authorized on August 17, 2022) of shares

of our common stock to be

repurchased under this program.

As of December 31, 2022,

we had repurchased approximately $4.5 billion of common stock (87,180,669

shares)

On February 8, 2023, our Board of Directors authorized the repurchase

of up to an additional $400 million in shares

of our common stock.

under our stock repurchase program during the

fiscal quarter ended December 31, 2022:

Maximum Number

of Shares

of Shares

Number

Average

Purchased as Part

of Shares

Price Paid

of Our Publicly

Be Purchased Under

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.

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.

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

| | | | 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 | | |

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

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 |

INDEX TO FINANCIAL STATEMENTS

HENRY SCHEIN, INC.

Page

Number

[Report of Independent Registered Public Accounting Firm (](#a28992)

BDO USA, LLP; New York,

NY; PCAOB

ID#

[Consolidated Financial Statements](#a29184)

[:](#a29184)

[Balance Sheets as of December 31, 2022 and December 25, 2021](#a29182)

[Statements of Income for the years ended December 31, 2022,](#a29744)

[December 25, 2021 and December 26, 2020](#a29744)

[Statements of Comprehensive Income for the years ended December 31, 2022,](#a30469)

[December 25, 2021 and December 26, 2020](#a30469)

[Statements of Changes in Stockholders’ Equity for the years ended](#a30735)

[December 31, 2022, December 25, 2021 and December 26, 2020](#a30735)

[Statements of Cash Flows for the years ended December 31, 2022,](#a32269)

[December 25, 2021 and December 26, 2020](#a32269)

[Notes to Consolidated Financial Statements](#a33123)

[Note 1 – Basis of Presentation and Significant Accounting Policies](#a33123)

[Note 2 – Net Sales from Contracts with Customers](#a36381)

[Note 3 – Segment and Geographic Data](#a36932)

[Note 4 – Business Acquisitions and Divestiture](#a38269)

[Note 5 – Property and Equipment, Net](#a39000)

[Note 6 – Leases](#a39241)

[Note 7 – Goodwill and Other Intangibles, Net](#a40026)

[Note 8 – Investments and Other](#a40615)

[Note 9 – Fair Value Measurements](#a40800)

[Note 10 – Concentrations of Risk](#a41556)

[Note 11 – Derivatives and Hedging Activities](#a41650)

[Note 12 – Debt](#a41804)

[Note 13 – Income Taxes](#a42428)

[Note 14 – Plans of Restructuring and Integration Costs](#a45998)

[Note 15 – Commitments and Contingencies](#a46741)

[Note 16 – Stock-Based Compensation](#a46943)

[Note 17 – Employee Benefit Plans](#a47908)

[Note 18 – Redeemable Noncontrolling Interests](#a48747)

[Note 19 – Comprehensive Income](#a48922)

[Note 20 – Discontinued Operations](#a49559)

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

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

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

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

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

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

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

[removed: 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 [removed: herein.]

[removed: Limitations] [added: Limitations] of the Effectiveness of Internal [removed: Control][added: Control]

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

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

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report Of Independent Registered Public Accounting Firm]

[removed: Stockholders] [added: Shareholders] and Board of Directors

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: In] [added: The effectiveness of] our [removed: opinion, the Company maintained, in all material respects, effective] internal control over financial reporting as of December [removed: 25, 2021, based on the COSO criteria.]

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

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

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

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

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

[removed: February 15,] 2022

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 31,

2022, 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, continued acquisition integrations and systems

implementation activity

undertaken during the quarter ended December 31, 2022 and carried over from

prior quarters when considered in

the aggregate, does not represent a material change in our internal control over

financial reporting.

Management’s

internal control over financial reporting,

as such term is defined in Exchange Act Rule 13a-15(f).

Our internal control system is designed to provide

and fair presentation of

published financial statements.

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

in Internal Control-Integrated Framework (2013),

updated and reissued by the Committee of Sponsoring Organizations, or the COSO

Framework.

Based on our

internal control over financial

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.

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 reporting.

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.

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”).

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.

Other Information

[removed: PART III][added: PART]

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

III

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

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

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

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 2023 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 2022 Proxy Statement filed

pursuant to Regulation 14A on April 6, 2022.

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 2023 Proxy Statement to be filed pursuant to Regulation 14A,

to the extent responsive disclosure is

required.

Accounting Officer and Controller.

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.

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.

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 2023 Proxy

Statement to be filed pursuant to Regulation 14A.

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.

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

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

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

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

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

[removed: |] Plans Approved by Stockholders [removed: | | | \- | | $ | \- | | 9,597,745 |]

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

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder

Matters

All active

financial statements.

31, 2022:

Weighted-

Average

Number of Common

Exercise of Outstanding

Exercise Price of

Shares Available

for

Plan Category

Options and Rights

Outstanding Options

Future Issuances

\-

\-

8,227,096

\-

\-

\-

Total

\-

\-

8,227,096

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

2023 Proxy Statement to be filed

pursuant to Regulation 14A.

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

| | | | 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.

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 2023 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.

[removed: PART IV][added: PART]

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 2023 Proxy

Statement to be filed pursuant to Regulation 14A.

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.

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

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

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

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

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

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

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

[removed: | [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, HS Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC. (Incorporated by reference to Exhibit 2.1 to our Current] [added: [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: |]

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

[removed: | [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] [added: [reference] to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal [removed: year ended December 29, 2018 filed on February 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm) |][added: year](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)]

[removed: | [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] [added: [by] reference to Exhibit 2.6 to our Annual Report on Form 10-K for the fiscal [removed: year ended December 29, 2018 filed on February 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm) |][added: year](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)]

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

[removed: | [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, [removed: 2021. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 17, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm) |][added: 2021.](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm)]

[removed: | [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] [added: [by] and among us, NYL Investors LLC and each New York Life affiliate [removed: which 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) |][added: which](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)]

[removed: | [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] [added: [October] 20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate [removed: 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) |][added: which](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex42.htm)]

[removed: | [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] [added: [among] us, AIG Asset Management (U.S.), LLC and each AIG affiliate [removed: 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) |][added: which](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex41.htm)]

[removed: | [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) |][added: [4.5](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm)]

[removed: | [10.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm) |] [Henry Schein, Inc. 2013 Stock Incentive Plan, as amended and restated effective [removed: as of May 14, 2013. (Incorporated by reference 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) |][added: as](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)]

[removed: | [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 awards] [added: [awards] pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as [removed: 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: amended](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)]

[removed: | [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] [added: [stock] unit awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan [removed: (as amended and restated effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm) |][added: (as](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)]

[removed: | [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 [removed: as of May 21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 26, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm) |][added: as](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm)]

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

[removed: | [10.](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000029/exhibit101_2q15.htm)8 |] [Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive [removed: Plan. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2015 filed on July 29, 2015.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000029/exhibit101_2q15.htm) |][added: Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000029/exhibit101_2q15.htm)]

[removed: | [10.10](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm) |] [Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and [removed: restated effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2013 filed on November 5, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm) |][added: restated](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)]

[removed: | [10.12](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm) | [Amendment Number Two to the Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for] [added: [for] the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm) [removed: |]

[removed: | [10.13](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm) | [Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for] [added: [for] the fiscal quarter ended September 26, 2020 filed on November 2, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm) [removed: |]

[removed: | [10.14](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm) |] [Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May [removed: 25, 2004. (Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on Schedule 14A, filed on April 27, 2004.)](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm) |][added: 25,](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm)]

[removed: | [10.15](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm) | [Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended and restated effective as of January 1, 2005. (Incorporated by reference to Exhibit 10.11] [added: [10.11] to our Annual Report on Form 10-K for the fiscal year ended December [removed: 27, 2008 filed on February 24, 2009.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm) |][added: 27,](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)]

[removed: | [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] [added: [Exhibit] 10.23 to our Annual Report on Form 10-K for the fiscal year [removed: ended December 25, 2010 filed on February 22, 2011.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022811000014/ex10_23.htm) |][added: ended](http://www.sec.gov/Archives/edgar/data/1000228/000100022811000014/ex10_23.htm)]

[removed: | [10.17](http://www.sec.gov/Archives/edgar/data/1000228/000100022812000009/exhibit10_26.htm) | [Amendment to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by] [added: [by] reference to Exhibit 10.26 to our Annual Report on Form 10-K for the [removed: fiscal year ended December 31, 2011 filed on February 15, 2012.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022812000009/exhibit10_26.htm) |][added: fiscal](http://www.sec.gov/Archives/edgar/data/1000228/000100022812000009/exhibit10_26.htm)]

[removed: | [10.18](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_204q13.htm) | [Amendment Number Two to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K] [added: [10-K] for the fiscal year ended December 28, 2013 filed on February 11, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_204q13.htm) [removed: |]

[removed: | [10.19](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_214q13.htm) |] [Amendment Number Three to the Henry Schein, Inc. Deferred Compensation [removed: Plan. (Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 filed on February 11, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_214q13.htm) |][added: Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_214q13.htm)]

[removed: | [10.20](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000011/exhibit1046_2016.htm) |] [Amendment Number Four to the Henry Schein, Inc. Deferred Compensation [removed: Plan. (Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed on February 21, 2017.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000011/exhibit1046_2016.htm) |][added: Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000011/exhibit1046_2016.htm)]

[removed: | [10.21](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1032.htm) |] [Amendment Number Five to the Henry Schein, Inc. Deferred Compensation [removed: Plan. (Incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2020 filed on February 20, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1032.htm) |][added: Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1032.htm)]

[removed: | [10.22](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex104.htm) |] [Amendment Number Six to the Henry Schein, Inc. Deferred Compensation [removed: Plan. (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex104.htm) |][added: Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex104.htm)]

[removed: | [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] [added: [Quarterly] Report on Form 10-Q for the fiscal quarter ended March 29, 2014 [removed: filed on May 6, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit107_1q14.htm) |][added: filed](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit107_1q14.htm)]

[removed: | [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] [added: [(Incorporated] by reference to Exhibit 10.1 to our Current Report on Form 8-K [removed: filed on August 9, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex101.htm) |][added: filed](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm)]

[removed: | [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] [added: [Pursuant] to the Henry Schein, Inc. 2013 Stock Incentive Plan (as Amended [removed: and Restated as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 9, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex102.htm) |][added: and](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex102.htm)]

[removed: | [10.32](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit103.htm) | [Form of Change in Control Agreement between us and certain executive officers who are a party thereto (Walter Siegel). (Incorporated by reference to Exhibit 10.3 to] [added: [to] our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, [removed: 2019 filed on May 7, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit103.htm) |][added: 2019](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit103.htm)]

[removed: | [10.33](http://www.sec.gov/Archives/edgar/data/1000228/000119312521253351/d169457dex101.htm) | [Amended and Restated Revolving Credit Agreement, dated as of August 20, 2021, among] [added: [among] us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., [removed: as administrative agent. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 23, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521253351/d169457dex101.htm) |][added: as](http://www.sec.gov/Archives/edgar/data/1000228/000119312521253351/d169457dex101.htm)]

(a)

1.

are listed on the index on

Page 60.

2.

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

[among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)

[Representative Services LLC.

(Incorporated by reference to Exhibit 2.1 to our](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](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)

[Representative Services LLC.

(Incorporated by reference to Exhibit 2.2 to our](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)

[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)

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

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

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

[14, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[Marketing, Inc. and Shareholder Representative Services LLC.( Incorporated by](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)

[ended December 29, 2018 filed on February 20, 2019.)](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](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

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

[Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[(Incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)

[the fiscal year ended December 29, 2018 filed on February 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](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

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

[December 25, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc.,](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[Direct Vet Marketing, Inc. and Shareholder Representative Services](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on Form 10-K](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)

[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)

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

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

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

[Vet Marketing, Inc. and Shareholder Representative Services LLC.(Incorporated](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)

[ended December 29, 2018 filed on February 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)

| --- | --- |

| | Page 59. |

| | |

| | Schedule II – Valuation of Qualifying Accounts |

| | No other schedules are required. |

| [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 February 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 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) |

| [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) |

| [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 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) |

| [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) |

| [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 (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) |

| [10.11](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm) | [Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2020 filed on February 20, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm) |

| [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 Amended and Restated as of May 14, 2013). (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 9, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex103.htm) |

| [10.30](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_152008.htm) | [Form of Amended and Restated Change in Control Agreement dated December 12, 2008 between us and certain executive officers who are a party thereto (Gerald Benjamin, James Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively). (Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24, 2009.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_152008.htm) |

| [10.31](http://www.sec.gov/Archives/edgar/data/1000228/000119312512018752/d285204dex101.htm) | [Form of Amendment to Amended and Restated Change in Control Agreement effective January 1, 2012 between us and certain executive officers who are a party thereto (Gerald Benjamin, James Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively). (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 20, 2012.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312512018752/d285204dex101.htm) |

| [10.35](http://www.sec.gov/Archives/edgar/data/1000228/000119312514353796/d794216dex102.htm) | [Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various purchaser groups from time to time party thereto. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 26, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312514353796/d794216dex102.htm) |

| [10.36](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit101.htm) | [Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit101.htm) |

| [10.37](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit102.htm) | [Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit102.htm) |

| [10.38](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000058/exhibit101.htm) | [Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November 6, 2017.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000058/exhibit101.htm) |

| [10.39](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000048/d778189dex101.htm) | [Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000048/d778189dex101.htm) |

| [10.40](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000055/d26627dex107.htm) | [Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the various purchaser groups from time to time party thereto, as amended. (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020 filed on August 4, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000055/d26627dex107.htm) |

| [10.43](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000030/exhibit10_52q13.htm) | [Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase Agreement dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000030/exhibit10_52q13.htm) |

| [10.4](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit108_1q14.htm)4 | [Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase Agreement dated as of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit108_1q14.htm) |

| [10.4](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)6 | [Form of Indemnification Agreement between us and certain directors and executive officers who are a party thereto (Mohamed Ali, Barry J. Alperin, Ph.D., Deborah Derby, Joseph L. Herring, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Carol Raphael, E. Dianne Rekow, DDS, Ph.D., Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D., FACP, Gerald A. Benjamin, Stanley M. Bergman, James P. Breslawski, Brad Connett, Michael S. Ettinger, Lorelei McGlynn, Mark E. Mlotek, Steven Paladino and Walter Siegel, respectively). (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on November 4, 2015.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm) |

| 104 | The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K for the year ended December 25, 2021, formatted in Inline XBRL (included within Exhibit 101 attachments).+ |

[removed: SIGNATURES][added: SIGNATURES]

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

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

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

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

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

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

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

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

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

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

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

[removed: |] Mohamad Ali [removed: | | | | |]

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

[removed: |] Deborah Derby [removed: | | | | |]

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

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

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

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

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

[removed: |] Carol Raphael [removed: | | | | |]

[removed: |] /s/ SCOTT SEROTA [removed: | | Director | | February 15, 2022 |]

[removed: |] Scott Serota [removed: | | | | |]

[removed: | Bradley T.] Sheares, Ph. [removed: D. | | | | |]

[removed: | /s/ REED V.] TUCKSON, M.D., FACP [removed: | | Director | | February 15, 2022 |]

[removed: | Reed V.] Tuckson, M.D., FACP [removed: | | | | |]

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

caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

BERGMAN

Bergman

February 21, 2023

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.

BERGMAN

February 21, 2023

Stanley M.

Bergman

/s/ RONALD N.

SOUTH

Senior Vice President, Chief

Financial Officer

February 21, 2023

Ronald N.

South

BRESLAWSKI

Vice Chairman, President

and Director

February 21, 2023

James P.

Breslawski

MLOTEK

Director

February 21, 2023

Mark E.

Mlotek

Director

February 21, 2023

Director

| --- | --- |

| | |

| | 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 |

| Gerald A. Benjamin | | | | |

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

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

| Barry J. Alperin | | | | |

| /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/ E. DIANNE REKOW | | Director | | February 15, 2022 |

| E. Dianne Rekow, DDS, Ph.D. | | | | |

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

Schedule II

Valuation and Qualifying Accounts

(in thousands)

| | | | | | | | Additions (Reductions) | | | | | | | | | | |

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

| | | | | | | | Charged | | | Charged | | | | | | | |

| | | | | Balance at | | | (credited) to | | | (credited) to | | | | | | Balance at | |

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

| Description | | | | period | | | income (1) | | | accounts (2) | | | Deductions (3) | | | period | |

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

| Year ended December 25, 2021: | | | | | | | | | | | | | | | | | |

| | Allowance for doubtful accounts | | | | | | | | | | | | | | | | |

| | | and other | | $ | 88,030 | | $ | (7,748) | | $ | (4,624) | | $ | (8,490) | | $ | 67,168 |

| Year ended December 26, 2020: | | | | | | | | | | | | | | | | | |

| | | and other | | $ | 60,002 | | $ | 35,137 | | $ | 730 | | $ | (7,839) | | $ | 88,030 |

| Year ended December 28, 2019: | | | | | | | | | | | | | | | | | |

| | | and other | | $ | 53,121 | | $ | 12,612 | | $ | 134 | | $ | (5,865) | | $ | 60,002 |

| (1) | Represents amounts charged (credited) to bad debt expense. | | | | | | | | | | | | | | | | |

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