Item 1. Business

Business

General

Henry Schein, Inc. is a solutions company for health care professionals powered

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-

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

Our philosophy is grounded in our

commitment to help customers operate a more efficient and successful business so

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.

Our broad global footprint has evolved over time through our

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

infrastructure, together with broad product and service offerings at competitive prices,

and a strong commitment to

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

needs.

We conduct our business through two reportable segments: (i) health care distribution and (ii) technology and

value-added services.

These segments offer different products and services to the same customer base.

Our dental

businesses serve office-based dental practitioners, dental laboratories, schools, government

and other

institutions.

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, small equipment, laboratory products, large equipment, equipment

repair services, branded

and generic pharmaceuticals, vaccines, surgical products, dental specialty products

(including implant, orthodontic

and endodontic products), diagnostic tests, infection-control products, personal

protective equipment products

(“PPE”) and vitamins.

While our primary go-to-market strategy is in our capacity

as a distributor, we also market

and sell under our own corporate brand portfolio of cost-effective, high-quality consumable

merchandise products,

and manufacture certain dental specialty products in the areas of oral

surgery, implants, orthodontics and

endodontics.

The technology and value-added services reportable segment provides

software, technology and other value-added

services to health care practitioners.

Henry Schein One, the largest contributor of sales to this category, offers

dental practice management solutions for dental and medical practitioners.

In addition, we offer dentists and

physicians a broad suite of electronic health records, 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, integrated revenue cycle management and the facilitation of financial service

offerings (on a non-recourse basis) to help dentists and physicians operate and

expand their business operations.

We believe our hands-on consultative approach to provide solutions to support practice decision-making is a key

differentiator for our business.

Recent Developments

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent

Developments” herein for a discussion related to the COVID-19

pandemic and recent corporate transactions.

Industry

The global health care distribution industry, as it relates to office-based health care practitioners, is fragmented and

diverse.

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 limited capacity 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 purchasing decisions within an office-based health care practice

are

typically made by the practitioner, hygienist or office manager.

Supplies and small equipment are generally

purchased from more than one distributor, with one generally serving as the primary supplier.

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.

We believe that consolidation within the industry will continue to result in a number of distributors, particularly

those with limited financial, operating and marketing resources, seeking

to combine with larger companies that can

provide growth

opportunities.

This consolidation also may continue to result in distributors seeking

to acquire

companies that can enhance their current product and service offerings or provide

opportunities to serve a broader

customer base.

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.

This trend has benefited distributors capable

of providing a broad array of products and services at low prices.

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.

We believe that the trend towards cost containment has

the potential to favorably affect demand for technology solutions, including software,

which can enhance the

efficiency and facilitation of practice management.

Competition

The distribution and manufacture of health care supplies and equipment is

highly competitive.

Many of the health

care products we sell are available to our customers from a number of suppliers.

In addition, our competitors could

obtain exclusive rights from manufacturers to market particular products.

Manufacturers also could seek to sell

directly to end-users, and thereby eliminate or reduce our role and

that of other distributors.

In certain parts of the

dental end market, such as those related to dental specialty products, and

medical end market manufacturers already

sell directly to end customers.

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

value-added products and services.

In the dental market, our primary competitors in the U.S. are the Patterson

Dental division of Patterson Companies, Inc. and Benco Dental Supply

Company.

In addition, we compete against

a number of other distributors that operate on a national, regional and

local level.

Our primary competitors in the

U.S. medical market, which accounts for the large majority of our global medical

sales, are McKesson Corporation

and Medline Industries, Inc., which are national distributors.

We also compete with a number of regional and local

medical distributors, as well as a number of manufacturers that

sell directly to physicians.

With regard to our dental

software, we compete against numerous companies, including the

Patterson Dental division of Patterson

Companies, Inc., Carestream Health, Inc., Carestream Dental LLC, Centaur

Software Development Co Pty Ltd.

(d.b.a. dental4windows, dental4web), Open Dental Software, Inc., PlanetDDS

LLC, Good Methods Global Inc.

(d.b.a. CareStack) and Curve Dental, LLC.

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., and

Solutionreach, 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.

Outside of the U.S., we believe we are the only global distributor of supplies

and equipment to dental practices and

our competitors are primarily local and regional companies.

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.

Competitive Strengths

We have more than 90 years of experience in distributing products to health care practitioners resulting in strong

awareness of the Henry Schein

®

brand.

Our competitive strengths include:

A focus on meeting our customers’ unique needs

.

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.

We are committed to continuing to enhance these

offerings through organic investment in our products and our teams, as well as through the acquisition

of new

products and services that may help us better serve our customers.

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.

The key elements of our direct

sales and marketing efforts are:

Field sales consultants.

Our field sales consultants, including equipment sales specialists, covering

major

North American, European and other international markets.

These consultants complement our direct

marketing and telesales efforts and enable us to better market, service and support

the sale of more

sophisticated products and equipment.

Marketing.

We market to existing and prospective office-based health care providers through a

combination of owned, earned and paid digital channels, tradeshows, as well

as through catalogs, flyers,

direct mail and other promotional materials.

Our strategies include an emphasis on educational content

through webinars and content marketing initiatives.

We continue to enhance our marketing technology to

improve our targeting capability and the relevance of messaging and offers.

Telesales.

We support our direct marketing effort with 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.

Electronic commerce solutions.

We provide our customers and sales teams with innovative and

competitive e-commerce solutions.

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.

Social media.

Our operating entities and employees engage our customers and

supplier partners through

various social media platforms, which are an important element of our

communications and marketing

efforts.

We continue to expand our social media presence to raise awareness about issues, engage

customers beyond a sale and deliver services and solutions to specialized

audiences.

Broad product and service offerings at competitive prices.

We offer

a broad range of products and services to our

customers, at competitive prices, in the following categories:

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 300,000 branded

products, through our distribution centers, to our customers.

We also market and sell our own corporate

brand 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.

We also sell medical software for practice management, certified

electronic health records (“EHR”) and e-Prescribe medications and prescription

solutions through

MicroMD®.

We have technical representatives supporting customers using our practice management

solutions and services.

As of December 31, 2022, we had an active user base of approximately

110,000

practices and 380,000 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.

Repair services.

We have over 130 equipment sales and service centers worldwide that provide a variety of

repair, installation and technical services for our health care customers.

Our 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.

We also provide staffing services, dental practice valuation and

brokerage services.

Commitment to superior customer service

.

We maintain a strong commitment to providing superior customer

service.

We frequently monitor our customer service through customer surveys, focus groups and statistical

reports.

Our customer service policy primarily focuses on:

Exceptional order fulfillment

.

We ship an average of approximately 157,000 cartons daily.

Historically,

approximately 99% of items have been shipped without back-ordering and were

shipped on the same

business day the order is received.

Due to supply chain disruptions during the year ended December

31,

2022, approximately 96% of items ordered were shipped without back-ordering.

As supply chains continue

to stabilize, we expect our percentage of items shipped without back-ordering and

shipped on the same day

to return to historical levels.

Comprehensive ordering process

.

Customers may place orders 24 hours a day, 7 days a week via e-

commerce solutions, telephone, fax, e-mail and mail.

Integrated management information systems

.

Certain of our information systems generally allow for centralized

management of key functions, including accounts receivable, inventory, accounts payable, payroll, purchasing,

sales, order fulfillment and financial and operational reporting.

These systems allow us to manage our growth,

deliver superior customer service, properly target customers, manage financial

performance and monitor daily

operational statistics.

Cost-effective purchasing

.

We believe that cost-effective purchasing is a key element to maintaining and enhancing

our position as a competitively priced provider of health care products.

We continuously evaluate our purchase

requirements and suppliers’ offerings and prices in order to obtain products at the

lowest possible cost.

In 2022,

our top 10 health care distribution suppliers and our single largest supplier accounted for approximately

28% and

4%, respectively, of our aggregate purchases.

Efficient distribution

.

We distribute our products from our 29 strategically located distribution centers.

We strive

to maintain optimal inventory levels in order to satisfy customer demand

for prompt delivery and complete order

fulfillment.

These inventory levels are managed on a daily basis with

the aid of our management information

systems.

Once an order is entered, it is electronically transmitted to the distribution

center nearest the customer’s

location for order fulfillment.

Products and Services

The following table sets forth the percentage of consolidated net sales

by principal categories of products and

services offered through our health care distribution and technology and value-added services

reportable segments:

December 31,

December 25,

December 26,

2022

2021

2020

Health care distribution:

Dental products

(1)

59.1

%

60.8

%

58.4

%

Medical products

(2)

35.2

34.0

35.8

Total

health care distribution

94.3

94.8

94.2

Technology

and value-added services:

Software and related products and

other value-added products

(3)

5.7

5.2

5.1

Total

excluding Corporate TSA net sales

100.0

100.0

99.3

Corporate TSA net sales

(4)

-

-

0.7

Total

100.0

100.0

100.0

(1)

Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, dental implants,

gypsum, acrylics, articulators, abrasives, dental chairs, delivery units and lights, X-ray supplies and equipment, PPE products,

equipment repair and high-tech and digital restoration equipment.

(2)

Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray

products, equipment, PPE products and vitamins.

(3)

Consists of practice management software and other value-added products, which are distributed primarily to health care providers,

and financial services on a non-recourse basis, e-services, continuing education services for practitioners, consulting and other

services.

(4)

Corporate TSA net sales represents sales of certain products to Covetrus under the transition services agreement entered into in

connection with the Animal Health Spin-off, which ended in December 2020.

See

Note-23 Related Party Transactions

for further

information.

Business Strategy

Our mission is to provide innovative, integrated health care products and

services; and to be trusted advisors and

consultants to our customers - enabling them to deliver the best quality patient

care and enhance their practice

management efficiency and profitability.

Our BOLD+1 Strategic Plan consists of the following:

Build (“B”)

Complementary software, specialty, and services businesses for high growth

Operationalize (“O”)

One Distribution to deliver exceptional customer experience, increased

efficiency,

and growth

Leverage (“L”)

One Schein to broaden and deepen relationships with our customers

Drive (“D”)

Drive digital transformation for our customers and for Henry Schein

+1

Create Value

for our stakeholders

To accomplish this, we apply our competitive strengths in executing the following strategies:

Increase penetration of our existing customer base.

We have over 1 million customers worldwide and we

intend to increase sales to our existing customer base and enhance our position

as their primary supplier.

We believe our offering of a broad range of products, services and support, including software solutions

that can help drive improved workflow efficiency and patient communications for

practices, coupled with

our full-service value proposition, helps us to retain and grow our customer

base.

Increase the number of customers we serve.

This strategy includes increasing the productivity of our field

sales consultants and telesales team, as well as using our customer

database to focus our marketing efforts

in all of our operating segments.

In the dental business, we provide products and services to

independent

practices, mid-market groups, and large DSOs as well as community health centers and government

sites of

care.

Leveraging our broad array of assets and capabilities, we offer solutions to address these

new

markets.

In the medical business, we have expanded to serve customers

located in settings outside of the

traditional office, such as urgent care clinics, retail, occupational health and home health settings.

As

settings of health care shift, we remain committed to serving these practitioners

and providing them with

the products and services they need.

Leverage our value-added products and services.

We continue to increase cross-selling efforts for key

product lines utilizing a consultative selling process.

In the dental business, we have significant cross-

selling opportunities between our dental software users and our dental customers.

In the medical business,

we have opportunities to expand our vaccine, injectables and other pharmaceuticals

sales to health care

practitioners, as well as cross-selling EHR systems and software

when we sell our core products.

Our

strategy extends to providing health systems, integrated delivery networks

and other large group and multi-

site health care organizations, including physician clinics, these same value added

products and services.

As physicians and health systems closely align, we have increased

access to opportunities for cross-

marketing and selling our product and service portfolios.

Pursue strategic acquisitions and joint ventures.

Our acquisition strategy is focused on investments in

companies that add new customers and sales teams, increase our geographic

footprint (whether entering a

new country, such as emerging markets, or building scale where we have already invested in businesses),

and finally, those that enable us to access new products and technologies.

Markets Served

Demographic trends indicate that our markets are growing, as an

aging U.S. population is increasingly using health

care services.

According to the U.S. Census Bureau’s International Database, between 2022 and 2032, the 45 and

older population is expected to grow by approximately 11%.

Between 2022 and 2042, this age group is expected to

grow by approximately 21%.

This compares with expected total U.S. population growth

rates of approximately 6%

between 2022 and 2032 and approximately 12% between 2022 and 2042.

In the dental industry, there is predicted to be a rise in oral health care expenditures as the 45-and-older segment of

the population increases.

There is increasing demand for new technologies that allow

dentists to increase

productivity, and this is being driven in the U.S. by lower insurance reimbursement rates.

At the same time, there is

an expected increase in dental insurance coverage.

In the medical market, there continues to be a migration of procedures from

acute-care settings to physicians’

offices and home health settings,

a trend that we believe provides additional opportunities for us.

There also is the

continuing use of vaccines, injectables and other pharmaceuticals in alternate-care

settings.

We believe we have

established a leading position as a vaccine supplier to the office-based physician

practitioner.

We support our dental and medical professionals through the many SKUs that we offer, as well as through

important value-added services, including practice management software,

electronic claims processing, financial

services and continuing education, all designed to help maximize a practitioner’s efficiency.

Additionally, we seek to expand our dental full-service model and medical offerings in countries where

opportunities exist.

We do this through both direct sales and by partnering with local distribution and

manufacturing companies.

For information on revenues and long-lived assets by geographic area, see

Note 3 – Segment and Geographic Data

of “Notes to Consolidated Financial Statements.”

Seasonality and Other Factors Affecting Our Business and Quarterly Results

We experience fluctuations in quarterly earnings.

As a result, we may fail to meet or exceed the expectations of

securities analysts and investors, which could cause our stock price

to decline.

Our business is subject to seasonal and other quarterly fluctuations.

Sales and profitability generally have been

higher in the third and fourth quarters due to the timing of sales of seasonal

products (including influenza vaccine)

purchasing patterns of office-based health care practitioners for certain products (including

equipment and

software) and year-end promotions.

Sales and profitability may also be impacted by the timing of

certain annual

and biennial dental tradeshows where equipment promotions are offered.

In addition, some dental practices delay

equipment purchases in the U.S. until year-end due to tax incentives.

We expect our historical seasonality of sales

to continue in the foreseeable future.

Governmental Regulations

We

strive to be compliant in all material respects with the applicable

laws, regulations and guidance described

below, and believe we have effective compliance programs and other controls in place to ensure substantial

compliance.

However, compliance is not guaranteed either now or in the future, as certain laws, regulations and

guidance may be subject to varying and evolving interpretations that could

affect our ability to comply, as well as

future changes, additions and enforcement approaches, including political changes.

When we discover situations of

non-compliance we seek to remedy them and bring the affected area back into compliance.

President Biden’s

administration (the “Biden Administration”) has indicated that it will be

more aggressive in its pursuit of alleged

violations of law, and has revoked certain guidance that would have limited governmental use of informal agency

guidance to pursue potential violations, and has stated that it is more prepared

to pursue individuals for corporate

law violations, including an aggressive approach to anti-corruption activities.

Changes to applicable laws,

regulations and guidance described below, as well as related administrative or judicial interpretations, may require

us to update or revise our operations, services, marketing practices and

compliance programs and controls, and may

impose additional and unforeseen costs on us, pose new or previously immaterial

risks to us, or may otherwise have

a material adverse effect on our business.

Government

Certain of our businesses involve the distribution, manufacturing, importation,

exportation, marketing and sale of,

and/or third party payment for, pharmaceuticals and/or medical devices, and in this regard, we are subject

to

extensive local, state, federal and foreign governmental laws and regulations,

including as applicable to our

wholesale distribution of pharmaceuticals and medical devices, manufacturing

activities, and as part of our

specialty home medical supply business that distributes and sells medical equipment

and supplies directly to

patients.

Federal, state and certain foreign governments have also increased enforcement

activity in the health care

sector, particularly in areas of fraud and abuse, anti-bribery and corruption, controlled substances handling,

medical

device regulations and data privacy and security standards.

Government and private insurance programs fund a large portion of the total cost of medical care,

and there have

been efforts to limit such private and government insurance programs, including efforts, thus far

unsuccessful, to

seek repeal of the entire United States Patient Protection and Affordable Care Act,

as amended by the Health Care

and Education Reconciliation Act, each enacted in March 2010 (as amended,

the “ACA”).

In addition, activities to

control medical costs, including laws and regulations lowering reimbursement

rates for pharmaceuticals, medical

devices and/or medical treatments or services, are ongoing.

Many of these laws and regulations are subject to

change and their evolving implementation may impact our operations and our

financial performance.

Our businesses are generally subject to numerous laws and regulations that could

impact our financial performance,

and failure to comply with such laws or regulations could have a material adverse

effect on our business.

Operating, Security and Licensure Standards

Certain of our businesses are subject to local, state and federal governmental

laws and regulations relating to the

distribution of pharmaceuticals and medical devices and supplies.

Among the United States federal laws applicable

to us are the Controlled Substances Act, the Federal Food, Drug,

and Cosmetic Act, as amended (“FDC Act”),

Section 361 of the Public Health Service Act and Section 401 of the Consolidated

Appropriations Act of the Social

Security Act, as well as laws regulating the billing of and reimbursement

from government programs, such as

Medicare and Medicaid, and from commercial payers.

We

are also subject to comparable foreign regulations.

The FDC Act, the Controlled Substances Act, their implementing regulations,

and similar foreign laws generally

regulate the introduction, manufacture, advertising, marketing and promotion,

sampling, pricing and

reimbursement, labeling, packaging, storage, handling, returning or recalling,

reporting, and distribution of, and

record keeping for, pharmaceuticals and medical devices shipped in interstate commerce, and states

may similarly

regulate such activities within the state.

Furthermore, Section 361 of the Public Health Service Act, which provides

authority to prevent the introduction, transmission or spread of communicable

diseases, serves as the legal basis for

the United States Food and Drug Administration’s (“FDA”) regulation of human cells, tissues and cellular and

tissue-based products, also known as “HCT/P products.”

The Federal Drug Quality and Security Act of 2013 brought about significant

changes with respect to

pharmaceutical supply chain requirements.

Title II of this measure, known as the Drug Supply Chain Security Act

(“DSCSA”), was first implemented in November 2014 and will be phased

in over a period of ten years. DSCSA is

intended to build a national electronic, interoperable system by November

27, 2023, that will identify and trace

certain prescription drugs as they are distributed in the United States.

The law’s track and trace requirements

applicable to manufacturers, wholesalers, third-party logistics providers (e.g.,

trading partners), repackagers and

dispensers (e.g., pharmacies) of prescription drugs took effect in January 2015, and

continues to be implemented.

The DSCSA product tracing requirements replace the former FDA drug pedigree

requirements and pre-empt certain

state requirements that are inconsistent with, more stringent than, or

in addition to, the DSCSA requirements.

The DSCSA also establishes certain requirements for the licensing and operation

of prescription drug wholesalers

and third-party logistics providers (“3PLs”), and includes the eventual

creation of national wholesaler and 3PL

licenses in cases where states do not license such entities.

The DSCSA requires that wholesalers and 3PLs

distribute drugs in accordance with certain standards regarding the recordkeeping,

storage and handling of

prescription drugs.

The DSCSA requires wholesalers and 3PLs to submit annual reports

to the FDA, which include

information regarding each state where the wholesaler or 3PL is licensed, the name

and address of each facility and

contact information.

According to FDA guidance, states are pre-empted from imposing

any licensing requirements

that are inconsistent with, less stringent than, directly related to, or covered

by the standards established by federal

law in this area.

Current state licensing requirements concerning wholesalers will

remain in effect until the FDA

issues new regulations as directed by the DSCSA.

In addition, with respect to our specialty home medical supply

business, we are subject to certain state licensure laws (including state pharmacy

laws), and also certain

accreditation standards, including to qualify for reimbursement from

Medicare and other third-party payers.

The Food and Drug Administration Amendments Act of 2007 and

the Food and Drug Administration Safety and

Innovation Act of 2012 amended the FDC Act to require the FDA to promulgate

regulations to implement a unique

device identification (“UDI”) system.

The UDI rule phased in the implementation of the UDI

regulations,

generally beginning with the highest-risk devices (i.e., Class III medical devices)

and ending with the lowest-risk

devices.

Most compliance dates were reached as of September 24, 2018, with

a final set of requirements for low

risk devices being reached on September 24, 2022, which completed the

phase in.

However, in May 2021, the

FDA issued an enforcement policy stating that it does not intend to

object to the use of legacy identification

numbers on device labels and packages for finished devices manufactured

and labeled prior to September 24, 2023.

The UDI regulations require “labelers” to include unique device identifiers

(“UDIs”), with a content and format

prescribed by the FDA and issued under a system operated by an FDA-accredited

issuing agency, on the labels and

packages of medical devices (including, but not limited to, certain software

that qualifies as a medical device under

FDA rules), and to directly mark certain devices with UDIs.

The UDI regulations also require labelers to submit

certain information concerning UDI-labeled devices to the FDA, much of which

information is publicly available

on an FDA database, the Global Unique Device Identification Database.

On July 22, 2022, the FDA posted the

final guidance regarding the Global Unique Device Identification Database

called Unique Device Identification

Policy Regarding Compliance Dates for Class I and Unclassified Devices, Direct

Marketing, and Global Unique

Device Identification Database Requirements for Certain Devices.

The UDI regulations and subsequent FDA

guidance regarding the UDI requirements provide for certain exceptions, alternatives

and time extensions.

For

example, the UDI regulations include a general exception for Class I devices

exempt from the Quality System

Regulation (other than record-keeping requirements and complaint files).

Regulated labelers include entities such

as device manufacturers, repackagers, reprocessors and relabelers that cause a

device’s label to be applied or

modified, with the intent that the device will be commercially distributed without

any subsequent replacement or

modification of the label and include certain of our businesses.

Under the Controlled Substances Act, as a distributor of controlled substances,

we are required to obtain and renew

annually registrations for our facilities from the United States Drug

Enforcement Administration (“DEA”)

permitting us to handle controlled substances.

We are also subject to other statutory and regulatory requirements

relating to the storage, sale, marketing, handling, reporting, record-keeping

and distribution of such drugs, in

accordance with the Controlled Substances Act and its implementing regulations,

and these requirements have been

subject to heightened enforcement activity in recent times.

We

are subject to inspection by the DEA.

Certain of

our businesses are also required to register for permits and/or licenses

with, and comply with operating and security

standards of, the DEA, the FDA, the United States Department of Health

and Human Services (“HHS”), and

various state boards of pharmacy, state health departments and/or comparable state agencies as well as comparable

foreign agencies, and certain accrediting bodies, depending on the type of

operations and location of product

distribution, manufacturing or sale.

These businesses include those that distribute, manufacture, relabel, and/or

repackage prescription pharmaceuticals and/or medical devices and/or HCT/P

products, or own pharmacy

operations, or install, maintain or repair equipment.

In addition, Section 301 of the National Organ Transplant Act, and a number of comparable state laws, impose civil

and/or criminal penalties for the transfer of certain human tissue (for example,

human bone products) for valuable

consideration, while generally permitting payments for the reasonable costs

incurred in procuring, processing,

storing and distributing that tissue.

We

are also subject to foreign government regulation of such products.

The

DEA, the FDA and state regulatory authorities have broad inspection and enforcement

powers, including the ability

to suspend or limit the distribution of products by our distribution centers,

seize or order the recall of products and

impose significant criminal, civil and administrative sanctions for violations of

these laws and regulations.

Foreign

regulations subject us to similar foreign enforcement powers.

EU Regulation of Medicinal and Dental Products

European Union (“EU”) member states regulate their own healthcare systems,

as does EU law.

The latter regulates

certain matters, most notably medicinal products and medical devices.

Medicinal products are defined, broadly, as

substances or combinations of substances having certain functionalities and

may not include medical devices.

EU

“regulations” apply in all member states, whereas “directives” are implemented

by the individual laws of member

states.

On medicines for humans, we are regulated under Directive No. 2001/83/EC

of 6 November 2001, as amended by

Directive 2003/63/EC of 25 June 2003, and EU Regulation (EC) No. 726/2004

of 31 March 2004.

These rules

provide for the authorization of products, and regulate their manufacture,

importation, marketing and distribution.

It implements requirements which may be implemented without warning, as

well as a national pharmacovigilance

system under which marketing authorizations may be withdrawn, and includes

potential sanctions for breaches of

the rules, and on other bases such as harmfulness or lack of efficacy.

EU Regulation No. 1223/2009 of 30 November 2009

on cosmetic products

requires that cosmetic products (which

includes dental products) be safe for human health when used under normal

or reasonably foreseeable conditions of

use and comply with certain obligations which apply to manufacturer, importer and distributor.

It includes market

surveillance, and non-compliance may result in the recall or withdrawal of

products, along with other sanctions.

In the EU, the EU Medical Device Regulation No. 2017/745 of 5 April 2017

(“EU MDR”) covers a wide scope of

our activities, from dental material to X-ray machines, and certain software.

It was meant to become applicable

three years after publication (i.e., May 26, 2020).

However, on April 23, 2020, to allow European Economic Area

(“EEA”) national authorities, notified bodies, manufacturers and other actors

to focus fully on urgent priorities

related to the COVID-19 pandemic, the European Council and Parliament

adopted Regulation 2020/561,

postponing the date of application of the EU MDR by one year (to

May 26, 2021).

The EU MDR significantly modifies and intensifies the regulatory compliance

requirements for the medical device

industry as a whole.

Among other things, the EU MDR:

strengthens the rules on placing devices on the market and reinforces surveillance

once they are available;

establishes explicit provisions on manufacturers’ responsibilities

for the follow-up of the quality,

performance and safety of devices placed on the market;

improves the traceability of medical devices throughout the supply chain to the

end-user or patient through

a unique identification number;

sets up a central database to provide patients, healthcare professionals and

the public with comprehensive

information on products available in the EU;

strengthens rules for the assessment of certain high-risk devices, such

as implants, which may have to

undergo an additional check by experts before they are placed on the market; and

identifies importers and distributors and medical device products through

registration in a database

(EUDAMED, which is not fully functional for the time being and might

not be so before the end of 2024 at

the earliest; therefore, the use of this database is only possible through

a voluntary basis and, by a way of

consequence, is currently not mandatory).

In particular, the EU MDR imposes strict requirements for the confirmation that a product meets

the regulatory

requirements, including regarding a product’s clinical evaluation and a company’s quality systems, and for the

distribution, marketing and sale of medical devices, including post-market

surveillance. Medical devices that have

been assessed and/or certified under the Directive No. 93/42/EEC of

14 June 1993

concerning medical devices

(“EU Medical Device Directive”) may for the moment continue to be placed

on the market until 2024 (or until the

expiry of their certificates, if applicable and earlier).

However, on January 6, 2023, the EU Commission submitted a

proposed amendment to extend the MDR transitional periods until December

31, 2027 for higher risk devices and

December 31, 2028, for other medical devices to ensure continued access

to medical devices for patients and to

allow medical devices already placed on the market in accordance with

the current legal framework to remain on

the market. We continue to monitor developments and whether the proposed amendment and new deadlines will be

approved by the European Parliament and Council. Nevertheless, EU MDR

requirements regarding the distribution,

marketing and sale including quality systems and post-market surveillance

have to be observed by manufacturers,

importers and distributors as of the application date (i.e., since May 26, 2021).

Other EU regulations that may apply under appropriate circumstances

include EU Regulation No. 1907/2006 of 18

December 2006

concerning the Registration, Evaluation, Authorisation and

Restriction of Chemicals

, which

requires importers to register substances or mixtures that they import

in the EU beyond certain quantities, and the

EU Regulation No. 1272/2008 of 16 December 2008 on classification, labelling

and packaging of substances and

mixtures, which sets various obligations with respect to the labelling and

packaging of concerned substances and

mixtures.

Furthermore, compliance with legal requirements has required and may in the future

require us to delay product

release, sale or distribution, or institute voluntary recalls of, or other corrective

action with respect to products we

sell, each of which could result in regulatory and enforcement actions, financial

losses and potential reputational

harm.

Our customers are also subject to significant federal, state, local

and foreign governmental regulation, which

may affect our interactions with customers, including the design and functionality

of our products.

Certain of our businesses are subject to various additional federal, state,

local and foreign laws and regulations,

including with respect to the sale, transportation, storage, handling and

disposal of hazardous or potentially

hazardous substances, and safe working conditions.

In addition, certain of our businesses must operate in

compliance with a variety of burdensome and complex billing and record-keeping

requirements in order to

substantiate claims for payment under federal, state and commercial healthcare

reimbursement programs.

One of

these businesses was suspended in October 2021 by CMS from receiving

payments from Medicare, although it was

permitted to continue to perform and bill for Medicare services.

On September 30, 2022, CMS terminated the

suspension of Medicare payments.

As a result of the termination of the suspension, we recognized

$4 million of

previously deferred revenue during the year ended December 31, 2022.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

Antitrust and Consumer Protection

The federal government of the United States, most U.S. states and many

foreign countries have antitrust laws that

prohibit certain types of conduct deemed to be anti-competitive, as well as consumer

protection laws that seek to

protect consumers from improper business practices.

At the U.S. federal level, the Federal Trade Commission

oversees enforcement of these types of laws, and states have similar government

agencies.

Violations of antitrust

or consumer protection laws may result in various sanctions, including criminal

and civil penalties.

Private

plaintiffs may also bring civil lawsuits against us in the United States for alleged antitrust

law violations, including

claims for treble damages.

EU law also regulates competition and provides for detailed rules protecting

consumers.

The Biden Administration has indicated increased antitrust enforcement and

has been more aggressive in

enforcement activities, including investigation and challenging non-compete

restrictions and other restrictive

contractual terms that it believes harm workers and competition.

Health Care Fraud

Certain of our businesses are subject to federal and state (and similar

foreign) health care fraud and abuse, referral

and reimbursement laws and regulations with respect to their operations.

Some of these laws, referred to as “false

claims laws,” prohibit the submission or causing the submission of false or fraudulent

claims for reimbursement to

federal, state and other health care payers and programs.

Other laws, referred to as “anti-kickback laws,” prohibit

soliciting, offering, receiving or paying remuneration in order to induce the referral

of a patient or ordering,

purchasing, leasing or arranging for, or recommending, ordering, purchasing or leasing of, items or services

that are

paid for by federal, state and other health care payers and programs.

Certain additional state and federal laws, such

as the federal Physician Self-Referral Law, commonly known as the “Stark Law,” prohibit physicians and other

health professionals from referring a patient to an entity with which the

physician (or family member) has a

financial relationship, for the furnishing of certain designated health services

(for example, durable medical

equipment and medical supplies), unless an exception applies.

Violations of Anti-Kickback Statutes or the Stark

Law may be enforced as violations of the federal False Claims Act.

The fraud and abuse laws and regulations have been subject to heightened

enforcement activity over the past few

years, and significant enforcement activity has been the result of “relators” who

serve as whistleblowers by filing

complaints in the name of the United States (and if applicable, particular states)

under applicable false claims laws,

and who may receive up to 30% of total government recoveries.

Penalties under fraud and abuse laws may be

severe, including treble damages and substantial civil penalties under

the federal False Claims Act, as well as

potential loss of licenses and the ability to participate in federal and state

health care programs, criminal penalties,

or imposition of a corporate integrity agreement or corporate compliance

monitor which could have a material

adverse effect on our business.

Also, these measures may be interpreted or applied by a prosecutorial,

regulatory or

judicial authority in a manner that could require us to make changes

in our operations or incur substantial defense

and settlement expenses.

Even unsuccessful challenges by regulatory authorities or private

relators could result in

reputational harm and the incurring of substantial costs.

Most states have adopted similar state false claims laws,

and these state laws have their own penalties, which may be in addition

to federal False Claims Act penalties, as

well as other fraud and abuse laws.

With respect to measures of this type, the United States government (among others) has expressed concerns

about

financial relationships between suppliers on the one hand and physicians,

dentists and other healthcare

professionals on the other.

As a result, we regularly review and revise our marketing practices as necessary

to

facilitate compliance.

We

also are subject to certain United States and foreign laws and regulations

concerning the conduct of our foreign

operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery

Act, German anti-corruption laws

and other anti-bribery laws and laws pertaining to the accuracy of our internal

books and records, which have been

the focus of increasing enforcement activity globally in recent years.

While we believe that we are substantially compliant with applicable fraud and

abuse laws and regulations, and

have adequate compliance programs and controls in place to ensure substantial

compliance, we cannot predict

whether changes in applicable law, or interpretation of laws, or changes in our services or marketing practices in

response to changes in applicable law or interpretation of laws, or failure

to comply with applicable law, could have

a material adverse effect on our business.

Affordable Care Act and Other Insurance Reform

The ACA increased federal oversight of private health insurance plans and

included a number of provisions

designed to reduce Medicare expenditures and the cost of health care generally, to reduce fraud and abuse, and to

provide access to increased health coverage.

The ACA also materially expanded the number of individuals

in the

United States with health insurance.

The ACA has faced frequent legal challenges, including litigation seeking

to invalidate and Congressional action

seeking to repeal some of or all of the law or the manner in which it has been

implemented.

In 2012, the United

States Supreme Court, in upholding the constitutionality of the

ACA and its individual mandate provision requiring

that people buy health insurance or else face a penalty, simultaneously limited ACA provisions requiring Medicaid

expansion, making such expansion a state-by-state decision.

In addition, one of the major political parties in the

United States remains committed to seeking the ACA’s legislative repeal, but legislative efforts to do so have

previously failed to pass both chambers of Congress.

Under President Trump’s administration, a number of

administrative actions were taken to materially weaken the ACA, including,

without limitation, by permitting the

use of less robust plans with lower coverage and eliminating “premium support”

for insurers providing policies

under the ACA.

The Tax Cuts and Jobs Act enacted in 2017, which contains a broad range of tax reform provisions

that impact the individual and corporate

tax rates, international tax provisions, income tax add-back provisions

and

deductions, also effectively repealed the ACA’s

individual mandate by zeroing out the penalty for non-compliance.

In the most recent ACA litigation, the federal Fifth Circuit Court of Appeals

found the individual mandate to be

unconstitutional, and returned the case to the District Court for the Northern

District of Texas for consideration of

whether the remainder of the ACA could survive the excision of the individual

mandate.

The Fifth Circuit’s

decision was appealed to the United States Supreme Court.

The Supreme Court issued a decision on June 17, 2021.

Without reaching the merits of the case, the Supreme Court held that the plaintiffs in the case did not have standing

to challenge the ACA.

Any outcomes of future cases that change the ACA, in addition

to future legislation,

regulation, guidance and/or Executive Orders that do the same, could have a

significant impact on the U.S.

healthcare industry.

For instance, the American Rescue Plan Act of 2021 enhanced

premium tax credits, which has

resulted in an expansion of the number of people covered under the ACA.

These changes are time-limited, with

some enhancements in place for 2021 only and others available through

the end of 2022.

An ACA provision, generally referred to as the Physician Payment Sunshine

Act or Open Payments Program (the

“Sunshine Act”), imposes annual reporting and disclosure requirements

for drug and device manufacturers and

distributors with regard to payments or other transfers of value made to certain

covered recipients (including

physicians, dentists, teaching hospitals, physician assistants, nurse practitioners,

clinical nurse specialists, certified

registered nurse anesthetists, and certified nurse midwives), and for such manufacturers

and distributors and for

group purchasing organizations, with regard to certain ownership interests held by covered

recipients in the

reporting entity.

The Centers for Medicare and Medicaid Services (“CMS”) publishes information

from these

reports on a publicly available website, including amounts transferred and physician,

dentist, teaching hospital, and

non-physician practitioner identities.

The Sunshine Act pre-empts similar state reporting laws, although we

or our

subsidiaries may be required to report under certain state transparency laws that

address circumstances not covered

by the Sunshine Act, and some of these state laws, as well as the federal

law, can be unclear.

We

are also subject to

foreign regulations requiring transparency of certain interactions between

suppliers and their customers.

In the United States, government actions to seek to increase health-related

price transparency may also affect our

business.

For example, hospitals are currently required to publish online a

list of their standard charges for all items

and services, including discounted cash prices and payer-specific and de-identified negotiated

charges, in a publicly

accessible online file. Hospitals are also required to publish a consumer-friendly

list of standard charges for certain

“shoppable” services (i.e., services that can be scheduled by a patient in

advance) and associated ancillary services

or, alternatively, maintain an online price estimator tool. CMS may impose civil monetary penalties for

noncompliance with these price transparency requirements. Additionally, the No Surprises Act (“NSA”), generally

effective January 1, 2022, imposes additional price transparency requirements.

The NSA is intended to reduce the

number of “out-of-network” patients.

This will result in fewer out-of-network payments to physicians and

other

providers, which may cause financial stress to those providers who

are dependent on higher out-of-network fees.

Another notable Medicare health care reform initiative, the Medicare Access

and CHIP Reauthorization Act of

2015 (“MACRA”), enacted on April 16, 2015, established a new payment framework,

which modified certain

Medicare payments to “eligible clinicians,” including physicians, dentists and

other practitioners.

Under MACRA,

certain eligible clinicians are required to participate in Medicare through the Merit-Based

Incentive Payment

System (“MIPS”) or Advanced Alternative Payment Models, through which

Medicare reimbursement to eligible

clinicians includes both positive and negative payment adjustments that take

into account quality, promoting

interoperability, cost and improvement activities.

Data collected in the first MIPS performance year (2017)

determined payment adjustments that began January 1, 2019.

MACRA standards and payment levels continue to

evolve, and reflect a fundamental change in physician reimbursement

that is expected to provide substantial

financial incentives for physicians to participate in risk contracts, and to increase

physician information technology

and reporting obligations.

The implications of the implementation of MACRA are uncertain and will

depend on

future regulatory activity and physician activity in the marketplace.

New state-level payment and delivery system

reform programs, including those modeled after such federal programs, are

also increasingly being rolled out

through Medicaid administrators, as well as through the private sector, which may further

alter the marketplace and

impact our business.

Recently, in addition to other government efforts to control health care costs, there has been increased scrutiny on

drug pricing and concurrent efforts to control or reduce drug costs by Congress, the

President, executive branch

agencies and various states.

At the state level, several states have adopted laws that require drug manufacturers

to

provide advance notice of certain price increases and to report information

relating to those price increases, while

others have taken legislative or administrative action to establish prescription

drug affordability boards or multi-

payer purchasing pools to reduce the cost of prescription drugs.

At the federal level, several related bills have been

introduced and regulations proposed which, if enacted or finalized,

respectively, would impact drug pricing and

related costs.

As a result of political, economic and regulatory influences, the health care distribution

industry in the United

States is under intense scrutiny and subject to fundamental changes.

We

cannot predict what further reform

proposals, if any, will be adopted, when they may be adopted, or what impact they may have on us.

EU Directive on the pricing and reimbursement of medicinal products

EU law provides for the regulation of the pricing of medicinal products which are

implemented by EU member

states (Directive No. 89/105/EC of 21 December 1988

relating to the transparency of measures regulating the

pricing of medicinal products for human use and their inclusion in the scope of national health insurance

systems

).

Member states may, subject notably to transparency conditions and to the statement of reasons based upon

objective and verifiable criteria, regulate the price charged (or its increases) for authorized

medicines and their level

of reimbursement, or they may freeze prices, place controls on the profitability

of persons responsible for placing

medicinal products on the market, and include or exclude the medicine on

the list of products covered by national

health insurance systems.

EU law does not expressly include provisions like those of the Sunshine Act

in the United States, but a growing

number of EU member states (such as France in 2011 and Italy in 2022) have enacted laws to increase

the

transparency of relationships in the healthcare sector.

The scope of these laws varies from one member state to

another and may, for example, include the relations between healthcare industry players and physicians or their

associations, students preparing for medical professions or their associations,

teachers, health establishments or

publishers of prescription and dispensing assistance software.

Regulated Software; Electronic Health Records

The FDA has become increasingly active in addressing the regulation of

computer software and digital health

products intended for use in health care settings.

The 21st Century Cures Act (the “Cures Act”), signed into law on

December 13, 2016, among other things, amended the medical device definition

to exclude certain software from

FDA regulation, including clinical decision

support software that meets certain criteria.

On September 27, 2019,

the FDA issued a suite of guidance documents on digital health products, which

incorporated applicable Cures Act

standards, including regarding the types of clinical decision support tools and other

software that are exempt from

regulation by the FDA as medical devices, and continues to issue new guidance

in this area.

Certain of our

businesses involve the development and sale of software and related products

to support physician and dental

practice management, and it is possible that the FDA or foreign government

authorities could determine that one or

more of our products is a medical device, which could subject us or one

or more of our businesses to substantial

additional requirements

with respect to these products.

In addition, our businesses that involve physician and dental practice management

products, and our specialty home

medical supply business, include electronic information technology systems

that store and process personal health,

clinical, financial and other sensitive information of individuals.

These information technology systems may be

vulnerable to breakdown, wrongful intrusions, data breaches and malicious

attack, which could require us to

expend significant resources to eliminate these problems and address related

security concerns and could involve

claims against us by private parties and/or governmental agencies.

For example, we are directly or indirectly

subject to numerous and evolving federal, state, local and foreign laws and

regulations that protect the privacy and

security of personal information, such as the federal Health Insurance Portability

and Accountability Act of 1996,

as amended, and implementing regulations (“HIPAA”), the Controlling the Assault of Non-Solicited Pornography

and Marketing Act, the Telephone Consumer Protection Act of 1991, Section 5 of the Federal Trade Commission

Act, the California Privacy Act (“CCPA”), and the California Privacy Rights Act (“CPRA”) that became effective

on January 1, 2023.

Additionally, Virginia,

Colorado, Connecticut and Utah recently passed comprehensive

privacy legislation, and several privacy bills have been proposed both at

the federal and state level that may result

in additional legal requirements that impact our business.

Laws and regulations relating to privacy and data

protection are continually evolving and subject to potentially differing interpretations.

These requirements may not

be harmonized, may be interpreted and applied in a manner that is inconsistent

from one jurisdiction to another or

may conflict with other rules or our practices.

Our businesses’ failure to comply with these laws and regulations

could expose us to breach of contract claims, substantial fines, penalties and

other liabilities and expenses, costs for

remediation and harm to our reputation.

Also, evolving laws and regulations in this area could restrict the

ability of

our customers to obtain, use or disseminate patient information, or could

require us to incur significant additional

costs to re-design our products to reflect these legal requirements, which

could have a material adverse effect on

our operations.

Also, the European Parliament and the Council of the EU adopted the pan-European

General Data Protection

Regulation (“GDPR”), effective from May 25, 2018, which increased privacy

rights for individuals (“Data

Subjects”), including individuals who are our customers, suppliers and

employees.

The GDPR extended the scope

of responsibilities for data controllers and data processors, and generally

imposes increased requirements and

potential penalties on companies, such as us, that are either established

in the EU and process personal data of Data

Subjects (regardless the Data Subject location), or that are not established

in the EU but that offer goods or services

to Data Subjects in the EU or monitor their behavior in the EU. Noncompliance

can result in penalties of up to the

greater of EUR 20 million, or 4% of global company revenues (sanction

that may be public), and Data Subjects

may seek damages.

Member states may individually impose additional requirements

and penalties regarding

certain limited matters (for which the GDPR let some room of flexibility),

such as employee personal data.

With

respect to the personal data it protects, the GDPR requires, among other things,

controller accountability, consents

from Data Subjects or another acceptable legal basis to process the

personal data, notification within 72 hours of a

personal data breach where required, data integrity and security, and fairness and transparency regarding the

storage, use or other processing of the personal data.

The GDPR also provides rights to Data Subjects relating

notably to information, access, rectification, erasure of the personal

data and

the right to object to the processing.

On August 20, 2021, China promulgated the PRC Personal Information

Protection Law (“PIPL”), which took effect

on November 1, 2021.

The PIPL imposes specific rules for processing personal information

and it also specifies

that the law shall also apply to personal information activities carried out

outside China but for the purpose of

providing products or services to PRC citizens.

Any non-compliance with these laws and regulations may

subject

us to fines, orders to rectify or terminate any actions that are deemed

illegal by regulatory authorities, other

penalties, as well as reputational damage or legal proceedings against us,

which may affect our business, financial

condition or results of operations.

The PIPL carries maximum penalties of CNY50 million or 5% of the

annual

revenue of entities that process personal data.

In the United States, the CCPA, which increases the privacy protections afforded California residents, became

effective January 1, 2020.

The CCPA generally requires companies, such as us, to institute additional protections

regarding the collection, use and disclosure of certain personal information

of California residents.

Compliance

with the obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them.

Regulations were released in August of 2020, but there remains some

uncertainty about how the CCPA will be

interpreted by the courts and enforced by the regulators.

If we fail to comply with the CCPA or if regulators assert

that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties and litigation,

any of which may negatively impact our reputation, require us to expend

significant resources, and harm our

business.

Furthermore, California voters approved the CPRA on November 3,

2020, which amends and expands

the CCPA, including by providing consumers with additional rights with respect to their personal information, and

creating a new state agency, the California Privacy Protection Agency, to enforce the CCPA

and the CPRA.

The

CPRA came into effect on January 1, 2023, applying to information collected by

businesses on or after January 1,

Other states, as well as the federal government, have increasingly

considered the adoption of similarly expansive

personal privacy laws, backed by significant civil penalties for non-compliance.

Virginia and Colorado were both

successful in passing privacy legislation in 2021, becoming effective on January

1, 2023 and July 1, 2023,

respectively.

In 2022, privacy legislation passed in Connecticut, effective July 1, 2023, and

Utah, effective

December 31, 2023.

While we believe we have substantially compliant programs

and controls in place to comply

with the GDPR, CCPA, PIPL, CPRA and state law requirements, our compliance with data privacy and

cybersecurity laws is likely to impose additional costs on us, and we cannot

predict whether the interpretations of

the requirements, or changes in our practices in response to new requirements

or interpretations of the

requirements, could have a material adverse effect on our business.

We

also sell products and services that health care providers, such as physicians

and dentists, use to store and

manage patient medical or dental records.

These customers, and we, are subject to laws, regulations and industry

standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of

the privacy and security of those records, and our products may also be

used as part of these customers’

comprehensive data security programs, including in connection with their efforts to comply with

applicable privacy

and security laws.

Perceived or actual security vulnerabilities in our products or services,

or the perceived or actual

failure by us or our customers

who use our products or services to comply with applicable legal or

contractual data

privacy and security requirements, may not only cause us significant reputational

harm, but may also lead to claims

against us by our customers and/or governmental agencies and involve substantial

fines, penalties and other

liabilities and expenses and costs for remediation.

Various

federal initiatives involve the adoption and use by health care

providers of certain electronic health care

records systems and processes.

The initiatives include, among others, programs that incentivize

physicians and

dentists, through MIPS, to use EHR technology in accordance with certain

evolving requirements, including

regarding quality, promoting interoperability, cost and improvement activities.

Qualification for the MIPS

incentive payments requires the use of EHRs that are certified as having certain

capabilities designated in evolving

standards adopted by CMS and the Office of the National Coordinator for Health

Information Technology of HHS

(“ONC”).

Certain of our businesses involve the manufacture and sale of such

certified EHR systems and other

products linked to government supported incentive programs.

In order to maintain certification of our EHR

products, we must satisfy these changing governmental standards.

If any of our EHR systems do not meet these

standards, yet have been relied upon by health care providers to receive

federal incentive payments, we may be

exposed to risk, such as under federal health care fraud and abuse laws,

including the False Claims Act.

Moreover, in order to satisfy our customers, and comply with evolving legal requirements, our products

may need

to incorporate increasingly complex functionality, such as with respect to reporting and information blocking.

Although we believe we are positioned to accomplish this, the effort may involve

increased costs, and our failure to

implement product modifications, or otherwise satisfy applicable standards,

could have a material adverse effect on

our business.

Other health information standards, such as regulations under HIPAA, establish standards regarding electronic

health data transmissions and transaction code set rules for specific electronic

transactions, such as transactions

involving claims submissions to third party payers.

Failure to abide by these and other electronic health data

transmission standards could expose us to breach of contract claims,

substantial fines, penalties, and other liabilities

and expenses, costs for remediation and harm to our reputation.

Additionally, as electronic medical devices are increasingly connected to each other and to other technology, the

ability of these connected systems to safely and effectively exchange and use exchanged

information becomes

increasingly important.

As a medical device manufacturer, we must manage risks including those associated with

an electronic interface that is incorporated into a medical device.

There may be additional legislative or regulatory initiatives in the future impacting

health care.

E-Commerce

Electronic commerce solutions have become an integral part of traditional health

care supply and distribution

relationships.

Our distribution business is characterized by rapid technological

developments and intense

competition.

The continuing advancement of online commerce requires

us to cost-effectively adapt to changing

technologies, to enhance existing services and to develop and introduce a

variety of new services to address the

changing demands of consumers and our customers on a timely basis, particularly

in response to competitive

offerings.

Through our proprietary, technologically-based suite of products, we offer customers a variety of competitive

alternatives.

We believe that our tradition of reliable service, our name recognition and large customer base built

on solid customer relationships, position us well to participate in

this significant aspect of the distribution business.

We

continue to explore ways and means to improve and expand our online

presence and capabilities, including our

online commerce offerings and our use of various social media outlets.

International Transactions

United States and foreign import and export laws and regulations require us to

abide by certain standards relating to

the importation and exportation of products.

We also are subject to certain laws and regulations concerning the

conduct of our foreign operations, including the U.S. Foreign Corrupt Practices

Act, the U.K. Bribery Act, German

anti-corruption laws and other anti-bribery laws and laws pertaining

to the accuracy of our internal books and

records, as well as other types of foreign requirements similar to those

imposed in the United States.

While we believe that we are substantially compliant with the foregoing laws

and regulations promulgated

thereunder and possess all material permits and licenses required for the conduct

of our business, there can be no

assurance that laws and regulations that impact our business or laws and

regulations as they apply to our customers’

practices will not have a material adverse effect on our business.

See “

Item 1A. Risk Factors

.

” for a discussion of additional burdens, risks and regulatory developments

that may

affect our results of operations and financial condition.

Proprietary Rights

We hold trademarks relating to the “Henry Schein

®

” name and logo, as well as certain other trademarks.

We intend

to protect our trademarks to the fullest extent practicable.

Employees and Human Capital

Environment, Social and Governance

Henry Schein has remained steadfastly committed over our nine-decade history

to the core philosophy that our

purpose-driven mission of "doing good" for our stakeholders is inextricably

linked to our Company "doing well" in

business through our stakeholder engagement model “our Mosaic of Success”.

We balance the needs of our five

key stakeholders – Team Schein Members (TSMs), our Customers, our Suppliers, our Stockholders, and Society –

to continue to drive our sustainability and ESG efforts to foster a healthier planet and healthier

people.

Overseen

by the Nominating and Governance Committee of our Board of Directors with the

Compensation Committee also

playing a role in ESG matters related to human capital engagement and executive

compensation, key 2022

sustainability and ESG highlights included:

●

With the backdrop of the ongoing COVID-19 pandemic and the humanitarian crises in Ukraine and other

regions, we continued our efforts to drive an overall culture of wellness and engagement

for our TSMs as

we navigated a new hybrid work environment and ensure supply chain resiliency

to support our customers

and our communities.

Henry Schein was named Chair of the Private Sector Roundtable

on Global Health

Security, and continued its work across sectors to support the creation of market intelligence platforms that

enable the appropriate sharing of real-time supply chain data, including through

the WHO's Pandemic

Supply Chain Network and various national efforts, including the U.S. Supply Chain

Control Tower.

●

(i) Publishing our annual Corporate Social Responsibility and Sustainability

Report according to the Global

Reporting Initiative and Sustainability Accounting Standards Board reporting

standards and issuing our

first Taskforce for Climate-related Financial Disclosures report; (ii) committing to announcing our carbon

reduction goal by the end of 2023; (iii) continued initiatives and programs

to advance health equity efforts

to promote access to care for underserved and underrepresented communities,

investing in diversity for

greater health equity in partnership with health care professionals, and

increasing awareness of health

equity needs globally; (iv) announced the top line findings of our pay equity

analysis across the U.S., which

reviews compensation across gender and ethnic groups; (v) expanding our

Diversity and Inclusion (“D&I”)

learning journey, such as by educating global directors and vice presidents on more advanced topics of D&I

including privilege and equity, as well as offering education to all global TSMs below director level on the

importance of D&I; and (vi) continuing to drive a culture of wellness for our

TSMs by fostering an

environment where they can feel engaged, included and psychologically

safe.

At Henry Schein, our employees are our greatest asset.

We 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.

Approximately 12% of our employees are subject to collective bargaining agreements.

We believe that our

relations with our employees are excellent.

We refer to our employees as Team

Schein Members, or “TSMs.” Our TSMs are the cornerstone

of the Company.

We have a strong values-based culture that cultivates a meaningful employee experience that is centered around

people.

We know our business success is built on the engagement and commitment of our team, which is dedicated

to meeting the needs of their fellow TSMs, our customers, supplier partners,

stockholders and society.

As part of

this commitment, our highlights in 2022 included:

●

Nurturing a connected community for a happier, more engaged, collaborative work environment.

We

continue to adapt to the new way of working for our TSMs by listening

to their needs.

With TSMs working

remotely, hybrid and in-person, our goal is to continue to create a collaborative community where every

TSM feels connected to our culture.

Through various virtual and in-person programming from our

Employee Resource Groups, Wellness Committee and Team Schein Engagement team, we continue to

bring TSMs together in a meaningful way through virtual education sessions

and networking events.

To

help create a sense of connection and belonging amongst the team, we

launched “TSM Experience Panels,”

which feature TSMs who share their authentic experiences and offer advice and

best practices on specific

topics. We offer a variety of opportunities to volunteer for team-building and engaging in their local

communities in which they live and work such as through the We Care Global Challenge, Back to School,

and Holiday Cheer. In addition, they can “help health happen” by participating in key programs and

initiatives (e.g., Gives Kids A Smile, Healthy Lifestyles, Healthy Communities

and Release the Pressure)

that partner with industry associations, customers, and suppliers to support

access to quality health care for

underserved and underrepresented communities.

We continue to evaluate the engagement of our team

through various listening mechanisms including roundtables, hosted

by our CEO and Executive

Management Committee (“EMC”), and various surveys, including The

Pulse, our global culture survey that

evaluates TSM engagement globally with results reviewed by senior leaders,

reported to the Board of

Directors (“BOD”).

Throughout 2022, we held 10 solutions-focused roundtables

hosted by our EMC

members with over 100 TSMs to dive in deeper and influence our

strategy on programs and processes

designed to further enhance our culture.

●

Driving a culture of wellness for our team members and society.

In 2020, we launched a Mental Wellness

Committee with a mission to drive a culture of wellness and empower

every TSM to be their best self,

mentally, emotionally and physically.

The Committee provides resources, guidance and support,

and

works across our businesses to establish enhanced workplace norms to

help improve and safeguard our

TSMs’ wellness.

We actively engage leadership, including our CEO, EMC, BOD and TSMs alike in

conversations around the importance of wellness in the workplace.

In 2022, we rolled-out an EMC video

series that focused on being more intentional in the way we work across

our business.

These new

workplace norms focused on meeting and technology etiquette, successful

calendaring, establishing and

communicating reasonable expectations and prioritization, the importance

of taking and respecting time

off, and the importance of making time for social connection. In addition to expanding

education on key

mental health topics in partnership with our employee assistance vendor, we also rolled-out manager-

specific education to provide tips on how to identify signs of burnout

and have conversations around

wellness with their teams.

With the rise of suicide rates around the world, the Wellness Committee held

seminars for the team on suicide prevention and hosted in-person community walks

that resulted in

donations to local suicide prevention organizations globally.

●

Being committed to enhancing our D&I initiatives.

We believe a diverse workforce fosters innovation and

cultivates an environment filled with unique perspectives.

As a result, D&I helps us meet the needs of

customers around the world and provide our TSMs an inclusive environment

where they feel they belong.

We measure our success in D&I through, among other things, our global culture survey, where results in

2021 showed D&I is our top strength out of 14 focus areas. To guide our efforts and education related to

D&I, our Diversity and Inclusion Council, with engagement from our

BOD and EMC, drives the

Company’s overall D&I strategy.

To deepen our commitment to D&I across the Company, Global

Directors and Vice Presidents each have a goal tied to their compensation to champion D&I and attend

education.

We continue to expand our D&I learning journey, educating global Directors and Vice

Presidents on key D&I topics including leading inclusively, bias and equity.

We also continue to educate

our global TSMs on the importance of D&I. Additionally, we promote engagement by utilizing our

Employee Resource Groups (“ERGs”), which we continue to expand,

as an inclusive and diverse vehicle

for all TSMs to share, connect, learn and develop both personally

and professionally.

Each of our ERGs

has a sponsor from our Executive Management Committee and our BOD

and our CEO engages directly in

many of our ERG programs.

While inclusion continues to remain a top priority, we also understand the

importance of ensuring our internal team reflects the diversity of our customers

and society.

In addition to

our current gender parity by 2030 goal, we announced a new goal in 2022 with

an enhanced focus on

increasing the diversity of all underrepresented groups in senior leadership

levels through our talent

planning, compensation and recruitment processes, in alignment with

our corporate strategic planning

objectives to achieve concrete results.

We continue to disclose additional diversity data, with frequent

reporting to the EMC and BOD.

In 2022, we published our United States Equal Employment Opportunity

Commission (“EEOC”) EEO-1 data for the U.S. for the first time.

We continue to enhance our recruiting

strategy by developing and investing in strategic hires who complement

our D&I mission.

We believe that

these efforts will serve as a critical steppingstone as we continue to strengthen our

D&I initiatives in an

effort to meet the evolving needs of our customers, supplier partners, TSMs, stockholders

and society.

●

Understanding that growth, recognition and purpose are key pillars to TSM fulfillment.

Personal and

professional development of our TSMs is important to us.

As such, we invest in our employees by

providing both formal and informal learning opportunities that are

focused on growing and enhancing

knowledge, skills and abilities.

TSMs globally are offered a broad suite of professional development

training programs targeted to specific learning opportunities based on their current

and potential future role

within the Company.

We also offer over 50 organizational and development training courses designed to

aid in the overall development and advancement of skills and competencies

to enable organizational

success.

Executive education, mentorship and coaching programs also

form an important part of our

development and career support initiatives.

Additionally, we continued to see an increase in participation

in our Organizational Development initiatives in 2022 with our TSMs reporting

a high utilization of skills

learned.

Talent planning efforts are also an integral part of our commitment to ensure a strong diverse

leadership pipeline across the organization.

Through a formal global process, we strategically identify and

develop talent through targeted development opportunities and intentional succession

plans.

We

continuously identify potential management successors as part

of our succession planning process.

Information derived from talent planning efforts informs curriculum design and

content to help focus on the

right capabilities and help ensure alignment of career development

efforts with the future needs of the

organization.

Our BOD is provided with periodic updates regarding our

talent and succession planning

efforts and participates in professional development activities with our TSMs.

We know recognition and

purpose are also key pillars to TSM engagement, so we continue to find

ways to recognize our TSMs

through our annual performance review process, and various recognition

opportunities including our Teddy

Philson Team Schein Award,

which highlights TSMs who exemplify our Team Schein Values.

In addition,

we continue to focus on ensuring every TSM understands the importance

in the role they play within the

organization, how they contribute to a larger purpose of creating a healthier world, as well as

continue to

provide opportunities for TSMs to engage in meaningful ways

that connect back to their own personal

purpose, such as helping the community through CSR activities.

Available Information

We make available free of charge through our Internet website, www.henryschein.com, our annual report on Form

10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, statements

of beneficial ownership of

securities on Forms 3, 4 and 5 and amendments to these reports and statements

filed or furnished pursuant to

Section 13(a) and Section 16 of the Securities Exchange Act of 1934

as soon as reasonably practicable after such

materials are electronically filed with, or furnished to, the United States Securities

and Exchange Commission, or

SEC.

Our principal executive offices are located at 135 Duryea Road, Melville, New

York

11747, and our

telephone number is (631) 843-5500.

Unless the context specifically requires otherwise, the terms the

“Company,”

“Henry Schein,” “we,” “us” and “our” mean Henry Schein, Inc., a Delaware

corporation, and its consolidated

subsidiaries.

Information about our Executive Officers

The following table sets forth certain information regarding our executive

officers:

Name

Age

Position

Stanley M. Bergman

Chairman, Chief Executive Officer, Director

James P.

Breslawski

Vice Chairman, President, Director

David Brous

Chief Executive Officer, Strategic Business Group

Brad Connett

Chief Executive Officer, North America Distribution Group

Michael S. Ettinger

Executive Vice President and Chief Operating Officer

Lorelei McGlynn

Senior Vice President, Chief Human Resources Officer

Mark E. Mlotek

Executive Vice President, Chief Strategic Officer, Director

Ronald N. South

Senior Vice President, Chief Financial Officer

Walter Siegel

Senior Vice President and Chief Legal Officer

Stanley M. Bergman

has been our Chairman and Chief Executive Officer since 1989 and a director

since 1982.

Mr. Bergman held the position of President from 1989 to 2005.

Mr. Bergman held the position of Executive Vice

President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985.

James P. Breslawski

has been our Vice Chairman since 2018, President since 2005 and a director since 1992.

Mr.

Breslawski was the Chief Executive Officer of our Henry Schein Global Dental

Group from 2005 to 2018.

Mr.

Breslawski held the position of Executive Vice President and President of U.S. Dental from 1990 to 2005, with

primary responsibility for the North American Dental Group.

Between 1980 and 1990, Mr. Breslawski held

various positions with us, including Chief Financial Officer, Vice President of Finance and Administration and

Corporate Controller.

David Brous

has been our Chief Executive Officer, Strategic Business Group since 2021.

Mr. Brous joined us in

2002 and has held many positions within the organization, including President, Strategic Business

Units Group and

Asia Pacific & Brazil Dental, leading and managing the Corporate Business

Development Group and the

International Healthcare Group (managing our International Animal Health business,

International Medical

business and Australia / New Zealand Dental business).

Brad Connett

has been our Chief Executive Officer, North American Distribution Group since 2021.

Previously

Mr. Connett was the President of our U.S. Medical Group from 2018 to 2021.

Mr. Connett joined us in 1997 and

has held a number of roles of increasing responsibility at the Company.

Throughout his career, he has received

numerous industry honors, including the John F. Sasen Leadership Award from the Health Industry Distributors

Association (HIDA), in recognition of his service to the industry, and induction into the Medical Distribution Hall

of Fame by Repertoire Magazine.

Michael S. Ettinger

has been our Executive Vice President and Chief Operating Officer since July 2022.

Prior to

his current position, Mr. Ettinger served as Senior Vice President, Corporate & Legal Affairs, Chief of Staff and

Secretary from 2015 to July 2022, Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to

2015, Corporate Senior Vice President, General Counsel & Secretary from 2006 to 2013, Vice President, General

Counsel and Secretary from 2000 to 2006, Vice President and Associate General Counsel from 1998 to 2000

and

Associate General Counsel from 1994 to 1998.

Before joining us, Mr. Ettinger served as a senior associate with

Bower & Gardner and as a member of the Tax Department at Arthur Andersen.

Lorelei McGlynn

has been our Senior Vice President, Chief Human Resources Officer since 2013.

Since joining

us in 1999, Ms. McGlynn has served as Vice President, Global Human Resources and Financial Operations from

2008 to 2013, Chief Financial Officer, International Group and Vice President of Global Financial Operations from

2002 to 2008 and Vice President, Finance, North America from 1999 to 2002.

Prior to joining us, Ms. McGlynn

served as Assistant Vice President of Finance at Adecco Corporation.

Mark E. Mlotek

has been our Executive Vice President and Chief Strategic Officer since 2012.

Mr. Mlotek was

Senior Vice President and subsequently Executive Vice President of the Corporate Business Development Group

between 2000 and 2012.

Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to

1999 and became a director in 1995.

Prior to joining us, Mr. Mlotek was a partner in the law firm of Proskauer

Rose LLP,

counsel to us, specializing in mergers and acquisitions, corporate reorganizations and tax law from

1989

to 1994.

Ronald N. South

has been our Senior Vice President

and Chief Financial Officer (and principal financial officer

and principal accounting officer) since April 2022.

Prior to holding his current position, Mr. South was our

Corporate Finance and Chief Accounting Officer from 2013 until April 2022.

Prior to joining us in 2008 as our

Vice President, Corporate Finance, Mr. South held leadership roles at Bristol-Myers Squibb, where he served as

Vice President, Finance, for the Cardiovascular and Metabolic business lines, as well as Vice President, Controller,

for its U.S. Pharmaceutical Division, and Vice President, Corporate General Auditor.

Prior to Bristol-Myers

Squibb, he served as North American Director of Corporate Audit at

PepsiCo, and held several roles of increasing

responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States, Europe,

and Latin America.

Mr. South is a certified public accountant.

Walter Siegel

has been our Senior Vice President and Chief Legal Officer since 2021.

Previously, Mr.

Siegel was

our Senior Vice President and General Counsel from 2013 until 2021.

Prior to joining us, Mr. Siegel was employed

with Standard Microsystems Corporation, a publicly traded global semiconductor

company from 2005 to 2012,

holding positions of increasing responsibility, most recently as Senior Vice President, General Counsel and

Secretary.

Other Executive Management

The following table sets forth certain information regarding other Executive

Management:

Name

Age

Position

Andrea Albertini

Chief Executive Officer, International Distribution Group

Leigh Benowitz

Senior Vice President and Chief Global Digital Transformation Officer

Trinh Clark

Senior Vice President and Chief Global Customer Experience Officer

James Mullins

Senior Vice President, Global Supply Chain

Kelly Murphy

Senior Vice President and General Counsel

Christopher Pendergast

Senior Vice President and Chief Technology Officer

Michael Racioppi

Senior Vice President, Chief Merchandising Officer

René Willi, Ph.D.

Chief Executive Officer, Global Oral Reconstruction Group

Andrea Albertini

has been Chief Executive Officer, International Distribution Group since 2023.

Mr. Albertini

joined us in 2013 and has held several positions within the organization including

President, International

Distribution Group, President of our EMEA Dental Distribution Group,

and Vice-President of International Dental

Equipment.

Prior to joining Henry Schein, Mr. Albertini held leadership positions at Cefla Dental Group and

Castellini.

Leigh Benowitz

has been our Senior Vice President and Chief Global Digital Transformation Officer since August

Ms. Benowitz joined us in 2017 and has held several key positions

including Vice President Digital &

Customer Experience and Global eCommerce Platform Digital Transformation Officer.

Prior to joining Henry

Schein, Ms. Benowitz held various positions with increasing responsibilities

at Citi.

Trinh Clark

has been our Senior Vice President and Chief Global Customer Experience Officer since August

Ms. Clark joined us in 2007 and has served as Vice President, Technology Enablement, North American

Distribution Group.

Prior to joining Henry Schein, Ms. Clark held various positions of

increasing responsibilities at

eSurg.

James Mullins

has been our Senior Vice President of Global Supply Chain since 2018.

Mr. Mullins joined us in

1988 and has held a number of key positions with increasing responsibility, including Global Chief Customer

Service Officer.

Kelly Murphy

has been our Senior Vice President and General Counsel since 2021.

Since joining us in 2011, Ms.

Murphy has held several key positions of increasing responsibility within

the legal function, most recently serving

as Deputy General Counsel.

Christopher Pendergast

has been our Senior Vice President and Chief Technology Officer since 2018.

Prior to

joining us, Mr. Pendergast was the employed by VSP Global from 2008 to 2018, most recently as the Chief

Technology Officer and Chief Information Officer.

Prior to VSP Global, Mr. Pendergast served in roles of

increasing responsibility at Natural Organics, Inc., from 2006 to 2008, IdeaSphere Inc./Twinlab Corporation from

2000 to 2006, IBM Corporation from 1987 to 1994 and 1998 to 2000

and Rohm and Haas from 1994 to 1998.

Michael Racioppi

has been our Senior Vice President, Chief Merchandising Officer since 2008.

Prior to holding

his current position, Mr. Racioppi was President of the Medical Division from 2000 to 2008 and Interim President

from 1999 to 2000, and Corporate Vice President from 1994 to 2008, with primary responsibility for the Medical

Group, Marketing and Merchandising departments.

Mr. Racioppi served as Senior Director, Corporate

Merchandising from 1992 to 1994.

Before joining us in 1992, Mr. Racioppi was employed by Ketchum

Distributors, Inc. as the Vice President of Purchasing and Marketing.

He currently serves on the board of National

Distribution and Contracting and previously served on the board of Health

Distribution Management Association

and Health Industry Distributors Association (HIDA).

René Willi, Ph.D.

has been our Chief Executive Officer, Global Oral Reconstruction Group since 2021.

Previously, Dr.

Willi was the President of our Global Dental Surgical Group.

Prior to joining Henry Schein, Dr.

Willi held senior level roles with Institut Straumann AG as Executive Vice President, Surgical Business Unit from

2005 to 2013.

Prior to Straumann, he held roles of increasing responsibility

in Medtronic Plc’s cardiovascular

division from 2003 to 2005 and with McKinsey & Company as

a management consultant from 2000 to 2003.