Henry Schein (HSIC) 10-K risk factor changes: FY2023 vs FY2022

Our [removed: business,] [added: business operations,] results of operations, cash flows, financial condition [removed: and]

[added: and] liquidity may be negatively [removed: impacted by]

[added: impacted by] the effects of disease outbreaks, epidemics, pandemics, or similar wide-spread [removed: public health]

[added: public health] concerns and [removed: other]

[removed: The] [added: example, as a global healthcare solutions company, the] COVID-19 pandemic and the [added: governmental] responses [removed: of governments]

[removed: to it] had, and may again have, a [added: material adverse effect on our business, results of operations]

[removed: material adverse effect on our business,] [added: Our business operations,] results of [removed: operations and] [added: operations,] cash [removed: flows and may result][added: flows, financial condition]

[added: result in a material] adverse effect on our financial condition and liquidity.

[added: and] liquidity may be negatively [removed: impacted by the]

[added: impacted by the] effects of disease outbreaks, epidemics, pandemics, similar wide-spread [removed: public health concerns]

[added: fines, penalties] and other [removed: natural]

[removed: in a] material adverse effect on [added: our business.]

and cash flows [removed: as a result of, among other][added: and may]

The impacts and [added: potential impacts from]

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

[removed: COVID-19 tests] [added: kits] and [removed: other COVID-19] related [removed: products][added: products;]

could materially adversely affect our [removed: financial condition and liquidity;][added: business.]

[removed: Reduction] [added: reduction] in [removed: Peoples’ Ability] [added: peoples’ ability] and [removed: Willingness] [added: willingness] to be in [removed: Public.][added: public;]

[removed: Restrictions recommended by several] public health

[removed: on] [added: in the recent past adversely affected] our [removed: business,] [added: business and] results of [removed: operations and cash flows] [added: operations,] and could [removed: materially]

adversely affect our [removed: financial condition][added: business.]

[removed: As] [added: reduce] the

[removed: Significant] [added: significant] changes in political [removed: conditions.][added: conditions;]

[removed: customers, which] [added: our business] may [added: be] materially adversely

[added: Disruptions] in the financial markets may materially adversely [removed: affect the]

[added: affect the] availability and cost of credit to [removed: us;][added: us.]

The impact [removed: of the COVID-19 pandemic] [added: from disasters] may also exacerbate other risks discussed [added: herein,]

[removed: below,] any of which could have [added: a material]

[removed: a material] adverse effect on us.

In [removed: 2022,] [added: 2023,] our top 10 health care distribution suppliers

and our single largest supplier accounted for approximately [removed: 28%] [added: 25%] and 4%, respectively, of our aggregate purchases.

a [removed: high sales] [added: high-sales] volume product, could result in a significant disruption [added: in our]

[removed: in our] sales and operations, as well as damage

Forced labor legislation affecting the supply chain has increased around [removed: the]

[added: the] world, and the United States

[removed: Our][added: our suppliers,]

and [added: margins.]

acquire [added: sufficient]

with the requisite skills, experience and expertise, particularly in our [removed: technology]

[added: technology] segment, including dental practice

Risks inherent in acquisitions, dispositions and joint ventures could

strategy depends

goals.

amount of

rebates

incentives we

receive.

occurrence

We offer

Any

may

of

products owned by our

suppliers which, consequently,

of our supplier relationships.

Our ability to locate qualified, economically stable suppliers who satisfy our requirements, and to

are exposed to

or our large

customers may introduce

their own

private label,

generic, or

low-cost products

that compete

lower price

points.

Such

products could

capture significant

market share

or decrease

market prices

overall, eroding

our sales

effect on

in the future materially

or systems (or third-party

systems we rely on) are interrupted, damaged by unforeseen events, are subject

extended period of time.

maintain and manage global human resources, compensation and payroll

natural disasters

in a material

disasters.

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

unprecedented impact on society, worldwide

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

As a global healthcare solutions

company, the COVID-19 pandemic and the governmental responses to it had, and may again have, a material

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

our financial condition and liquidity.

Even after the COVID-19 pandemic has begun to subside, we may again

experience material adverse impacts to our business, results of operations

things, its global economic impact, including any recession that

may occur in the future, or a prolonged period of

economic slowdown or the reluctance of patients to return for elective dental

or medical care.

potential impacts from the COVID-19 pandemic include, but are not

limited to:

tests and other COVID-19 related products.

Available supply,

customer demand and selling prices for PPE,

fluctuated in fiscal 2022 and we expect such volatility to

continue for the duration of the COVID-19 pandemic.

This has resulted

in inventory reserves, fluctuating margins

and increased revenue related to such products.

The volatility in sales of COVID-19 test kits has moderated,

albeit

at a significantly lower level of sales compared with 2021, resulting in

us recording an inventory obsolescence

reserve of $17 million for COVID-19 test kits during the year

ended December 31, 2022 and we expect further

declines in sales volumes.

Our estimates for supply, demand and selling prices are inherently uncertain and if

supply, demand, selling prices or other market dynamics significantly fluctuate in the future beyond our current

assumptions, additional inventory reserves may be required, margins may be reduced and/or

revenue may decline

for such products, each which could materially adversely impact our business,

results of operations and cash flows.

Additionally, governmental policies designed to reduce the transmission of COVID-19 and variants thereof could

different from any future results, performance or achievements expressed or implied by such [removed: forward-looking]

Commission [removed: (SEC).][added: (“SEC”).]

[removed: Forward looking statements also include][added: forward-looking]

[removed: normal FDA] [added: shift of] procedures and [removed: (ii)]

[removed: outbreaks, epidemics, pandemics,] [added: pandemic),] or similar wide-spread public [removed: health concerns]

[added: health concerns] and other natural [added: or man-made] disasters; [added: risks associated with] our

[removed: dependence on third parties for] the manufacture and supply of our products; [added: our]

[removed: our] ability to develop or acquire and [added: maintain and protect new products (particularly]

[removed: maintain and protect new products (particularly] technology products) and

technologies that achieve market [added: acceptance with acceptable margins; transitional]

[removed: in our] governing documents that may discourage third-party acquisitions [added: of us; adverse]

[removed: of us; adverse] changes in supplier rebates [added: or]

[removed: or] other purchasing incentives; risks related to the sale of corporate brand [added: products;]

[removed: (including, without limitation,] competition from third-party online commerce [added: sites) and consolidating]

[removed: sites)] and [removed: consolidating market; the][added: market]

[added: changes in the health] care industry;

and political conditions, including inflation, deflation, recession, [removed: fluctuations][added: ongoing]

[added: wars, fluctuations] in energy pricing and [removed: the value of the]

[added: the value of the] U.S. dollar as compared to foreign currencies, and changes [removed: to other economic]

[added: international trade] agreements, potential trade barriers and terrorism; [removed: failure to comply with existing][added: geopolitical]

and future [removed: regulatory][added: economic conditions.]

[added: existing and future regulatory] requirements; risks associated with the EU Medical [removed: Device Regulation; failure]

[added: laws and regulations; failure] to comply with [removed: laws and regulations]

[added: comply with laws and regulations] relating to health care fraud or other [removed: laws and regulations; failure to comply with]

laws and regulations relating to [added: the collection, storage and processing of]

[added: risks;] new or unanticipated litigation developments and the status [removed: of litigation]

[added: cyberattacks] or other privacy or data security [removed: breaches; risks]

[added: senior management,] employee hiring and retention, [added: and our relationships]

[removed: and our relationships] with customers, suppliers and [removed: manufacturers;]

[added: manufacturers;] and disruptions in financial markets.

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

[added: construed to indicate their] relative importance or priority.

[removed: The] [added: to the] impact of [removed: COVID-19 had a][added: the cybersecurity]

[removed: by sales] of PPE [added: products] and COVID-19 test kits.

During the year ended December [removed: 31, 2022 we experienced a decrease][added: 30, 2023, the]

[removed: in the] sales [removed: volume] of PPE and COVID-19 [added: test kits as compared to the comparable]

[removed: kits during] [added: During] the year ended December [removed: 31, 2022.][added: 30, 2023, our]

pressures and strengthening of the [removed: U.S] [added: U.S.] dollar, their

impacts have not been material to our results of [removed: operations in the][added: operations.]

[added: during the] fourth quarter [removed: or full] [added: of the] year ended [removed: December 31,]

include, but are not limited to: our dependence on third parties for

challenges associated with

acquisitions, dispositions and joint ventures, including the failure

to achieve anticipated synergies/benefits, as well

as significant demands on our operations, information systems,

legal, regulatory, compliance, financial and human

resources functions in connection with acquisitions, dispositions and

joint ventures; certain provisions in our

security risks associated with our

information systems and technology products and services, such as

breaches (including the October 2023 incident); effects of a highly competitive (including, without

limitation,

market;

to other economic indicators,

wars; failure to comply with

Device Regulation; failure to

sensitive personal information or standards

in electronic health records or transmissions; changes in tax legislation;

risks related to product liability, intellectual

property and other claims; risks associated with customs policies

or legislative import restrictions; risks associated

with disease outbreaks, epidemics, pandemics (such as the COVID-19

global operations; litigation

of litigation matters; our dependence on our

continued to experience a decrease in the

prior-year periods, primarily due to lower

market pricing of PPE and lower market demand for COVID-19

Though inflation impacts both our revenues and costs,

national brand solutions or

are unwilling to absorb price increases, thus

Cybersecurity Incident

In addition to immaterial and unrelated prior incidents at certain of

our subsidiaries, in October 2023 Henry Schein

experienced a cybersecurity incident that primarily affected the operations of our

North American and European

dental and medical distribution businesses.

Henry Schein One, our practice management software, revenue

cycle

management and patient relationship management solutions business, was

not affected, and our manufacturing

Forward looking statements include the overall impact of the Novel Coronavirus

Disease 2019

(COVID-19) on us, our results of operations, liquidity and financial condition

(including any estimates of the

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

and other practices resume or maintain normal

operations in the United States and internationally, expectations regarding personal protective equipment (“PPE”)

products and COVID-19 related product sales and inventory levels, whether

additional resurgences or variants of

the virus will adversely impact the resumption of normal operations, whether

supply chain disruptions will

adversely impact our business, the impact of integration and restructuring

programs as well as of any future

acquisitions, general economic conditions including exchange rates,

inflation and recession, and more generally

current expectations regarding performance in current and future periods.

the (i) our ability to have continued access to a variety of COVID-19

test types, expectations regarding COVID-19

test sales, demand and inventory levels, as well as the efficacy or relative efficacy of the test

results given that the

test efficacy has not been, or will not have been, independently verified under

potential for us to distribute the COVID-19 vaccines and ancillary supplies.

include, but are not limited to: risks associated with COVID-19

and any variants thereof, as well as other disease

acceptance with acceptable margins; transitional challenges associated with acquisitions,

dispositions and joint

ventures, including the failure to achieve anticipated synergies/benefits; legal, regulatory, compliance,

cybersecurity, financial and tax risks associated with acquisitions, dispositions and joint ventures; certain provisions

products; effects of a highly competitive

repeal or judicial prohibition on implementation of the Affordable Care Act; changes in the health

indicators, international trade

the collection, storage and processing of sensitive personal information

or standards in electronic health records or

transmissions; changes in tax legislation; risks related to product liability, intellectual property and other claims;

litigation risks;

matters; risks associated

with customs policies or legislative import restrictions; cyberattacks

associated with our global operations; our dependence on our senior management,

The order

The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains and created

We are exposed to market [added: risks, interest rate] risks as well as changes in foreign currency exchange rates as [removed: measured against the U.S.]

[added: measured against the U.S.] dollar and each other, and changes to the credit markets.

We attempt to minimize these [removed: risks by primarily using]

[removed: foreign currency forward contracts and by] maintaining counter-party credit limits.

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

Factors that could [removed: influence the effectiveness of]

[added: influence the effectiveness of] our hedging programs include currency markets and [removed: availability of hedging]

instruments and liquidity of the credit [added: markets.]

All foreign currency forward contracts that we enter into are [removed: components]

[added: components of hedging programs and are] entered into for the sole purpose [removed: of hedging an existing or anticipated]

[added: We do not enter into such] contracts for speculative purposes and we manage our credit risks by [removed: diversifying]

[added: diversifying our investments, maintaining a] strong balance sheet and having [removed: multiple sources of capital.]

Foreign Currency [removed: Agreements]

The value of certain foreign currencies [removed: as] compared to the U.S. dollar [added: may]

earnings, all of which are [added: expressed in U.S. dollars.]

foreign currency profits into U.S. dollars, as we [removed: regard this as an accounting][added: consider foreign]

[removed: exposure,] not an economic [added: exposure.]

A hypothetical 5% change in the average value of the U.S. dollar [added: in 2023 compared]

[added: foreign currencies] would have changed our [removed: 2022] [added: 2023] reported Net income [removed: attributable to Henry]

[removed: Schein, Inc. by] approximately [removed: $7] [added: $5] million.

As of December [removed: 31, 2022, we had] [added: 30, 2023, our] forward foreign currency exchange [added: agreements,]

[removed: agreements,] which expire through November [added: 3,]

[removed: 16, 2023, with] [added: 2028, had] a fair value of [removed: $23] [added: $(8)] million as determined by quoted market [added: prices.]

with notional values of approximately [removed: €200 million, with a] [added: €300 million and] reported fair [removed: value][added: values]

[removed: 5% increase in the] value of the Euro to the USD from December [removed: 31, 2022,][added: 30, 2023 would decrease the fair]

qualified supplemental retirement plan [removed: (“SERP”)] and our deferred compensation [added: plan obligation.]

This swap [removed: will][added: is]

At [removed: the] inception, the notional value of the investments in these [added: plans was $43]

At December [removed: 31, 2022,] [added: 30, 2023,] the financing blended rate [removed: for]

[removed: 0.55%,] for a combined rate of [removed: 4.58%.][added: 6.42%,]

For the years ended December [added: 30, 2023, December] 31, [removed: 2022 ended] [added: 2022,] and [removed: December]

[removed: have] recorded a gain/(loss), within [removed: the] selling, general and administrative [added: expense,]

[removed: income, of approximately $(17)] million and $12 million, respectively, net of transaction costs, related to this [added: undesignated swap.]

[removed: March 31, 2023, and is expected to result] in a neutral impact to our results [added: of operations.]

[removed: Variable][added: has a variable]

Interest Rate [removed: Debt][added: Risk]

As of December [removed: 31, 2022,] [added: 30, 2023,] we had variable interest rate exposure for certain

Our revolving credit facility which we entered into on [removed: August 20, 2021][added: July 11,]

interest rate that is based on the [removed: U.S. Dollar LIBOR] [added: SOFR] plus a spread based on [added: our leverage]

[removed: our leverage] ratio at the end of each [added: financial]

risks primarily by using foreign currency forward contracts and by

These

and credit risks.

availability of hedging

of hedging an existing or anticipated

multiple sources of capital.

affect our financial results.

currency translation to be an accounting exposure,

to

attributable to Henry Schein, Inc. by

A 5% increase in the

value of these forward contracts by

$18 million.

At December 30, 2023, the

notional value of the investments in these plans was $96 million.

for this swap was based on the Secured Overnight Financing Rate (“SOFR”)

of 5.33%

plus 0.52%, for a combined

rate of 5.85%.

December 25, 2021 we have

of approximately $10 million, $(17)

expected to be renewed on an annual basis and is expected to result

Credit Risk Monitoring

2023 and expires on July 11, 2028,

During the year ended December 30, 2023, the average outstanding

million.

increase of 25 basis points, our

interest expense thereunder would have increased by $0.2 million.

and the

outstanding balance under this securitization facility was $210 million.

the average outstanding balance was approximately $238 million.

Based upon our average outstanding balances,

would have increased by $1

million.

On July 11, 2023, we entered into interest rate swap agreements to hedge the cash flow of our variable

rate $750

million floating debt term loan facility, with three years maturity, effectively changing the floating rate portion of

our obligation to a fixed rate.

Under the terms of the interest rate swap agreements, we receive variable

interest

These hedging activities provide

markets.

of hedging programs and are

We do not enter into such

our investments, maintaining a

and the value of certain underlying functional

currencies of the Company, including its foreign subsidiaries, may affect our financial results.

expressed in U.S. dollars.

exposure.

in 2022 compared to foreign currencies

prices.

of these contracts of $20 million.

with all other variables held constant,

would have had an unfavorable effect on the fair value of these forward contracts

by decreasing the value of these

instruments by $10 million.

plan (“DCP”).

offset changes in our SERP and DCP liabilities.

plans was $43 million.

At December 31, 2022, the notional value of the investments

in these plans was $78

this swap was based on LIBOR of 4.03% plus

25, 2021, we

line item in our consolidated statement of

undesignated swap.

This swap is expected to be renewed on an annual basis after its current

expiration date of

of operations.

Short-Term Investments

and expires on August 20, 2026, has an

this revolving credit facility.

for a combined rate of 5.33%.

At

December 31, 2022 the outstanding balance was $330 million under

this securitization facility.

During the year

ended December 31, 2022, the average outstanding balance under this securitization

facility, for each hypothetical

increased by $0.4 million.

With more than [removed: 90] [added: 91] years of experience distributing health care products, we have built a vast set of small,

and employ more than [removed: 22,000] [added: 25,000] people.

Approximately [removed: 50%] [added: 55%] of our

workforce is based in the United States and approximately [removed: 50%] [added: 45%] is based [added: outside]

[removed: outside] of the United States.

operations or affiliates in [removed: 32] [added: 33] countries and territories.

[removed: a comprehensive] selection of more than 300,000 branded products [added: and Henry Schein]

products through our [added: main] distribution centers.

Our infrastructure, including over [removed: 3.8] [added: 5.3] million square [added: feet of space]

[added: in 36] strategically located distribution and [removed: 19] [added: 22] manufacturing facilities around

the world, enables us to historically [removed: provide]

[added: provide] rapid and accurate order fulfillment, better serve our customers and [removed: increase]

[added: increase] our operating efficiency.

infrastructure, together with broad product and service offerings at competitive [removed: prices,]

[added: prices,] and a strong commitment to

[added: group practices] and integrated delivery networks, among other providers [removed: across a]

[added: across a] wide range of specialties.

[added: distributes] consumable products, small equipment, laboratory products, large equipment, equipment

repair services, [removed: branded]

[added: branded] and generic pharmaceuticals, vaccines, surgical products, dental specialty [removed: products]

[added: products] (including implant, [removed: orthodontic]

[added: orthodontic] and endodontic products), diagnostic tests, infection-control products, [removed: personal]

[added: personal] protective equipment [removed: products]

[added: products] (“PPE”) and vitamins.

While our primary go-to-market strategy is in our capacity [added: as a]

[removed: as a] distributor, we also [removed: market]

[added: market] and sell under our own corporate brand portfolio of cost-effective, high-quality consumable

merchandise [removed: products,]

[added: products,] and manufacture certain dental specialty products in the areas of oral

and [removed: web-site] [added: website] design, analytics and patient demand generation.

[removed: Finally, our] [added: Our] value-added practice solutions include [added: practice]

[removed: practice] consultancy, education, integrated revenue cycle management and the facilitation of financial service [added: offerings (on]

[removed: offerings (on] a non-recourse basis) to help dentists and physicians operate and [added: expand]

[removed: expand] their business [removed: operations.][added: operations,]

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

[added: making is a key] differentiator for our business.

Developments” herein for a discussion related to [removed: the COVID-19][added: recent Company developments.]

support organizations [removed: (DSOs),] [added: (“DSOs”),] medical group purchasing organizations [removed: (GPOs),] [added: (“GPOs”),] hospital [removed: systems]

[added: systems] or integrated

the advancement of software and services, prosthetic solutions and [added: telemedicine.]

We stock a comprehensive selection of more than 300,000 branded products and Henry Schein corporate brand

and medical operating segments,

e-services,

practice technology, network and hardware services, as well as consulting, and continuing education services for

practitioners.

delivery networks.

sell directly to physicians and patients in their

homes.

Software, Inc., PlanetDDS LLC,

demand generation, we compete with

records

as the NextGen division of Quality Systems,

We stock a comprehensive

corporate brand products through our

main distribution centers.

implants, orthodontics and endodontics.

solutions.

We have

Vision®, Dentrix® Dental

Practice® Px, PowerDent,

We have 119

a variety of

In 2023,

24% and

2023

61.1

32.4

93.5

6.5

supplier.

our customer base.

and government sites of

As

between 2023 and 2033 and approximately 11% between 2023 and 2043.

for us.

efficiency.

sector, particularly in areas of fraud and

security standards.

marketing practices and compliance

are subject to extensive local, state,

We offer

and Henry Schein corporate brand

feet of space in 29

group practices

and medical businesses, distributes

pandemic and recent corporate transactions.

delivery networks (IDNs).

telemedicine.

opportunities.

sell directly to physicians.

(d.b.a.

management,

Solutionreach, Inc.

records market is fragmented and we

compete with numerous companies such as the NextGen division of

Quality Systems, Inc., eClinicalWorks,

We offer over 300,000 branded

brand portfolio of cost-effective, high-quality consumable merchandise products

MicroMD®.

110,000

Ascend®, Dental

for dental patients; and MicroMD® for

physician practices.

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.

In 2022,

28% and

2020

58.4

35.8

Total

[Note [removed: 15] [added: 16] – Commitments and [removed: Contingencies](#a46741)][added: Contingencies](#a47476)]

Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[added: Emerging] growth company:

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

quoted on the Nasdaq Global Select Market on [removed: June 25, 2022,] [added: July 1, 2023,] was approximately $

As of February [removed: 7, 2023,] [added: 20, 2024,] there were

(December [removed: 31, 2022)] [added: 30, 2023)] are incorporated by reference in Part III hereof.

[ITEM [removed: 1A.](#a16164)][added: 1A.](#a16193)]

[Risk [removed: Factors](#a16164)][added: Factors](#a16193)]

[ITEM [removed: 1B.](#a21002)][added: 1B.](#a20428)]

[Unresolved Staff [removed: Comments](#a21002)][added: Comments](#a20428)]

[Legal [removed: Proceedings](#a21067)][added: Proceedings](#a20743)]

[Mine Safety [removed: Disclosures](#a21080)][added: Disclosures](#a20760)]

[Market for Registrant's Common Equity, Related Stockholder [removed: Matters](#a21093)][added: Matters](#a20769)]

[and Issuer Purchases of Equity [removed: Securities](#a21093)][added: Securities](#a20769)]

[Management's Discussion and Analysis of Financial [removed: Condition](#a21623)][added: Condition](#a21288)]

[and Results of [removed: Operations](#a21623)][added: Operations](#a21288)]

[ITEM [removed: 7A.](#a28206)][added: 7A.](#a27870)]

[Quantitative and Qualitative Disclosures About Market [removed: Risk](#a28206)][added: Risk](#a27870)]

[Financial Statements and Supplementary [removed: Data](#a28576)][added: Data](#a28267)]

[Changes in and Disagreements with Accountants on [removed: Accounting](#a51960)][added: Accounting](#a51153)]

[and Financial [removed: Disclosure](#a51960)][added: Disclosure](#a51153)]

[ITEM [removed: 9A.](#a51969)][added: 9A.](#a51161)]

[Controls and [removed: Procedures](#a51969)][added: Procedures](#a51161)]

[ITEM [removed: 9B.](#a52268)][added: 9B.](#a51498)]

[Other [removed: Information](#a52268)][added: Information](#a51498)]

[ITEM [removed: 9C.](#a52273)][added: 9C.](#a51503)]

[Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#a52273)][added: Inspections](#a51503)]

[PART [removed: III](#a52285)][added: III](#a51514)]

[ITEM [removed: 10.](#a52288)][added: 10.](#a51517)]

[Directors, Executive Officers and Corporate [removed: Governance](#a52288)][added: Governance](#a51517)]

[ITEM [removed: 11.](#a52333)][added: 11.](#a51556)]

[Executive [removed: Compensation](#a52333)][added: Compensation](#a51556)]

[ITEM [removed: 12.](#a52359)][added: 12.](#a51581)]

[Security Ownership of Certain Beneficial Owners and [removed: Management](#a52359)][added: Management](#a51581)]

[and Related Stockholder [removed: Matters](#a52359)][added: Matters](#a51581)]

[ITEM [removed: 13.](#a52476)][added: 13.](#a51695)]

[Certain Relationships and Related Transactions, and Director [removed: Independence](#a52476)][added: Independence](#a51695)]

[ITEM [removed: 14.](#a52498)][added: 14.](#a51715)]

[Principal Accounting Fees and [removed: Services](#a52498)][added: Services](#a51715)]

[ITEM [removed: 15.](#a52519)][added: 15.](#a51735)]

December 30, 2023

10,506,752,000

128,505,719

[PART I](#a650)

[ITEM 1.](#a653)

[Business](#a653)

[ITEM 1C.](#a20442)

[Cybersecurity](#a20442)

[ITEM 2.](#a20698)

[Properties](#a20698)

[ITEM 3.](#a20743)

[ITEM 4.](#a20760)

[PART II](#a20766)

[ITEM 5.](#a20769)

[ITEM 6.](#a21257)

[\[Reserved\]](#a21257)

[ITEM 7.](#a21288)

[ITEM 8.](#a28267)

[ITEM 9.](#a51153)

[PART IV](#a51732)

[Form](#a52831)

[10-K Summary](#a52831)

[Signatures](#a52838)

December 31, 2022

NO:

YES:

emerging

10,463,590,000

131,283,515

[PART I.](#a622)

[ITEM 1.](#a625)

[Business](#a625)

[ITEM 2.](#a21017)

[Properties](#a21017)

[ITEM 3.](#a21067)

[ITEM 4.](#a21080)

[PART II](#a21090)

[ITEM 5.](#a21093)

[ITEM 6.](#a21592)

[\[Reserved\]](#a21592)

[ITEM 7.](#a21623)

[ITEM 8.](#a28576)

[ITEM 9.](#a51960)

[PART IV.](#a52516)

[Form](#a54708)

[10-K Summary](#a54708)

[Signatures](#a54715)

our [removed: 2022] [added: 2023] fiscal year.

Cybersecurity

We rely on information systems in our business to obtain, rapidly process, analyze, manage and store customer,

product, supplier and employee data to, among other things: maintain

and manage multiple information systems

worldwide to facilitate the purchase and distribution of thousands of

inventory items from numerous distribution

centers; receive, process and ship orders on a timely basis; manage the

accurate billing and collections for

thousands of customers; process payments to suppliers and vendors; provide

products and services that maintain

certain of our customers’ electronic medical or dental records (including

protected health information of their

patients) and maintain and manage global human resources, compensation

and payroll systems.

For these purposes,

we define “information systems” in a manner consistent with the definition

contained in the new rules recently

adopted by the SEC to mean “electronic information resources, owned or used

by the registrant, including physical

or virtual infrastructure controlled by such information resources, or components

thereof, organized for the

collection, processing, maintenance, use, sharing, dissemination, or disposition

of the registrant's information to

maintain or support the registrant's operations.”

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk mitigation strategy intended to protect our information

systems.

Our cybersecurity risk mitigation strategy is designed

so that the Company’s cybersecurity program is

aligned with generally accepted cybersecurity standards and frameworks,

in particular the NIST Cybersecurity

Framework, or “NIST CSF,” and our Company is externally audited, or certified, with ISO27001 partial scope.

We maintain an Office of Cybersecurity (“OCS”), led by our Chief Information Security Officer (“CISO”), which

oversees the operations of our cyber risk mitigation strategy.

The OCS is a cross-functional, enterprise-wide

management team, which continuously evaluates our global cybersecurity

program’s effectiveness and is focused

on maintaining and protecting our information systems.

In overseeing the operations of our cyber risk mitigation

strategy, the OCS partners with our Global Technology Solutions team, which is led by our Chief Technology

own approximately [removed: 5.8] [added: 5.7] million square feet of properties, consisting of distribution,

Liechtenstein, Luxembourg, Malaysia, Mexico, [added: Morocco,] the Netherlands, New Zealand, [removed: Poland,]

[added: Singapore, South] Africa, Spain, Sweden, Switzerland, Thailand, [added: United]

[removed: United] Arab Emirates and the United Kingdom.

[added: Lease expirations] range from [removed: 2023] [added: 2024] to 2041.

Properties

Poland, Portugal,

Portugal, Singapore, South

Lease expirations

On February [removed: 7, 2023,] [added: 20, 2024,] there were approximately [removed: 88,000] [added: 107,000] holders [removed: of record of]

[added: of record of] our common stock and the last [removed: reported]

[added: reported] sales price was [removed: $87.14.][added: $75.64.]

A substantially greater number of holders of our common [added: stock are “street]

[added: or] beneficial holders, whose shares are held by banks, brokers and other financial

increases totaling [removed: $4.5] [added: $4.9] billion, authorized by our [removed: Board of Directors,][added: Board, to the repurchase]

[removed: to the repurchase] program provide for a total [added: of $5.0 billion]

[removed: of $4.6 billion] (including $400 million authorized on [removed: August 17, 2022)] [added: February 8, 2023)] of shares

of our common stock to be [added: repurchased under]

[removed: repurchased under] this program.

we had repurchased approximately [removed: $4.5] [added: $4.7] billion of common stock [removed: (87,180,669][added: (90,394,805]

under these initiatives, with [removed: $115] [added: $265] million available for future common stock [removed: share repurchases.]

fiscal quarter ended December [removed: 31, 2022:][added: 30, 2023:]

We have not declared any cash or stock dividends on our common stock during fiscal years [removed: 2022] [added: 2023] or [removed: 2021.][added: 2022.]

Any declaration of dividends will be at the discretion of our Board [removed: of][added: and]

[removed: will depend] upon the earnings, financial condition, capital requirements, [added: level]

[removed: level] of indebtedness, contractual [added: restrictions with]

[removed: restrictions with] respect to payment of dividends and other factors.

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added:  ]

[removed: ][added:  ]

all dividends, on December [removed: 30, 2017,] [added: 29, 2018,] the last trading day before the

beginning of our [removed: 2018] [added: 2019] fiscal year, through the

end of our [removed: 2022] [added: 2023] fiscal year with the cumulative total return on $100

ASSUMES $100 INVESTED ON DECEMBER [removed: 30, 2017][added: 29, 2018]

name”

As of December 30, 2023,

share repurchases.

10/1/2023 through 11/4/2023

5,048,074

11/5/2023 through 12/2/2023

\-

\-

\-

4,529,764

12/3/2023 through 12/30/2023

692,441

72.32

692,441

3,499,205

692,441

692,441

will depend

2023

2023

110.31

109.05

124.11

132.28

125.37

123.48

140.83

175.06

168.44

171.61

138.27

198.34

244.03

164.56

238.01

stock are “street name” or

As of December 31, 2022,

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

of up to an additional $400 million in shares

of our common stock.

9/25/2022 through 10/29/2022

5,703,693

10/30/2022 through 11/26/2022

1,249,083

76.29

3,741,485

11/27/2022 through 12/31/2022

2,333,467

81.30

1,439,841

3,582,550

Directors and

2017

111.49

122.98

121.58

138.37

147.48

104.72

129.31

183.33

176.40

96.41

133.30

191.21

235.27

158.65

[Report of Independent Registered Public Accounting [removed: Firm (](#a28992)][added: Firm](#a28678)]

BDO USA, [removed: LLP; New York,]

[Consolidated Financial [removed: Statements](#a29184)][added: Statements](#a28811)]

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

[removed: [Statements] [added: statements] of [removed: Income] [added: income] for the years ended [removed: December 31, 2022,](#a29744)]

[removed: [December 25, 2021] and December [removed: 26, 2020](#a29744)][added: 25, 2021, were $]

[Statements of Comprehensive Income for the years ended December [removed: 31, 2022,](#a30469)][added: 30, 2023,](#a29925)]

[removed: [December 25, 2021] and December [removed: 26, 2020](#a30469)][added: 25, 2021 we incurred $]

[Statements of Changes in Stockholders’ Equity for the years [removed: ended](#a30735)][added: ended](#a30194)]

[December 31, [removed: 2022, December 25, 2021] [added: 2022] and December [removed: 26, 2020](#a30735)][added: 25, 2021](#a29441)]

[Statements of Cash Flows for the years ended December [removed: 31, 2022,](#a32269)][added: 30, 2023,](#a31762)]

[removed: [December 25, 2021] and December [removed: 26, 2020](#a32269)][added: 25, 2021, was $]

[Notes to Consolidated Financial [removed: Statements](#a33123)][added: Statements](#a32591)]

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

[removed: [Note 2] [added: Note 3] – Net Sales from Contracts with [removed: Customers](#a36381)][added: Customers]

[removed: [Note 3] [added: Note 4] – Segment and Geographic [removed: Data](#a36932)][added: Data]

[removed: [Note 4] [added: Note 5] – Business Acquisitions and [removed: Divestiture](#a38269)][added: Divestiture]

[removed: [Note 5] [added: Note 6] – Property and Equipment, [removed: Net](#a39000)][added: Net]

[removed: [Note 6] [added: Note 7] – [removed: Leases](#a39241)][added: Leases]

[removed: [Note 7] [added: Note 8] – Goodwill and Other Intangibles, [removed: Net](#a40026)][added: Net]

[removed: [Note 8] [added: Note 9] – Investments and [removed: Other](#a40615)][added: Other]

[removed: [Note 9] [added: Note 10] – Fair Value [removed: Measurements](#a40800)][added: Measurements]

[removed: [Note 10] [added: Note 11] – Concentrations of [removed: Risk](#a41556)][added: Risk]

[removed: [Note 11] [added: Note 12] – Derivatives and Hedging [removed: Activities](#a41650)][added: Activities]

[removed: [Note 12] [added: Note 13] – [removed: Debt](#a41804)][added: Debt]

[removed: [Note 13] [added: Note 14] – Income [removed: Taxes](#a42428)][added: Taxes]

[Note [removed: 14] [added: 15] – Plans of Restructuring and Integration [removed: Costs](#a45998)][added: Costs](#a46581)]

[removed: [Note 15] [added: Note 16] – Commitments and [removed: Contingencies](#a46741)][added: Contingencies]

[removed: [Note 16] [added: Note 17] – Stock-Based [removed: Compensation](#a46943)][added: Compensation]

[removed: [Note 17] [added: Note 18] – Employee Benefit [removed: Plans](#a47908)][added: Plans]

[removed: [Note 18] [added: Note 19] – Redeemable Noncontrolling [removed: Interests](#a48747)][added: Interests]

[removed: [Note 19] [added: Note 20] – Comprehensive [removed: Income](#a48922)][added: Income]

[Note 21 – Earnings Per [removed: Share](#a50874)][added: Share](#a50324)]

[Note 22 – Supplemental Cash Flow [removed: Information](#a51044)][added: Information](#a50482)]

[Note 23 – Related Party [removed: Transactions](#a51119)][added: Transactions](#a50591)]

[removed: inapplicable or is included in] the consolidated

[added: the] financial statements [removed: or] [added: and] the [removed: notes thereto.][added: reported]

[removed: Inc.][added: Inc.,]

December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] the related consolidated statements of income, comprehensive income,

[added: changes in] stockholders’ equity,

New York,

[:](#a28811)

[Note 2 – Cybersecurity Incident](#a35825)

notes

referred

“consolidated

statements”).

statements present

Company at

December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three

in conformity

accepted in

30,

28,

due to

to those

risks.

procedures

included examining,

test basis,

evidence regarding

accounting principles

management, as well as evaluating the overall presentation of the consolidated financial statements.

communicated below is

a matter

arising from

that was

communicated or

be communicated to

the Audit

relates

accounts

disclosures that

involved

subjective or

The communication

matter does

alter

any

way

[:](#a29184)

[Note 20 – Discontinued Operations](#a49559)

All other schedules are omitted because the required information is either

each of

31,

results of its

cash flows for

2022, in conformity with

of America.

21,

an

misstatement

Such procedures included examining, on a test basis, evidence regarding the

audits

made

well

overall

opinion.

The critical audit matter communicated below is a matter arising from the

financial statements that was communicated or required to be communicated

relates to accounts or disclosures that are material to the consolidated

alter in any way our opinion on the consolidated financial statements, taken

as a whole, and we are not, by

communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the

for a

statements, the Company

acquired several companies in

current year.

As a

assumed,

including

certain

some

instances,

utilized

specialists

preparation

identifiable intangible assets.

Management exercised judgment to

develop and select

this evaluation, our management, including our principal executive [removed: officer and principal]

[added: officer and principal] financial officer,

concluded that our disclosure controls and procedures were effective as of December [removed: 31,][added: 30,]

[removed: 2022,] [added: 2023,] to ensure that all

[removed: The combination of] [added: During the quarter, all] acquisitions, continued acquisition integrations and systems [added: implementation activities]

financial [removed: reporting.]

reasonable assurance to our management and Board [removed: of Directors] regarding the preparation

and fair presentation of [added: published]

[removed: published] financial statements.

Under the supervision and with the participation of our [added: management,]

[removed: management,] including our [added: principal]

[removed: principal] executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our [added: internal]

[removed: internal] control over financial reporting based on the framework [added: in Internal Control-Integrated]

[removed: in Internal Control-Integrated] [added: – Integrated] Framework [removed: (2013),][added: (2013) issued]

[removed: updated] and reissued by the Committee of Sponsoring Organizations, or the COSO [added: Framework.]

Based on our [added: evaluation]

[removed: evaluation] under the COSO Framework, our management concluded that our

internal control over financial [added: reporting.]

[removed: reporting was] effective at a reasonable assurance level as of December [removed: 31, 2022.][added: 30, 2023.]

The effectiveness of our internal control over financial reporting as of December [added: 30,]

[removed: 31, 2022,] [added: 2023,] has been independently

audited by BDO USA, [removed: LLP,] [added: P.C.,] an independent registered public accounting firm, and their attestation is included

system, no evaluation of controls can provide absolute assurance that [removed: all control]

[added: all control] issues, if any, within a company

financial reporting [removed: as][added: is]

[removed: 31, 2022, based on] criteria established in Internal Control

[added: In] our opinion, the [added: Company did]

material respects, [removed: effective]

[removed: of December 31, 2022,] based on the COSO criteria.

[removed: 2022][added: 2022,]

[removed: 2021, the][added: “the]

consolidated [removed: statements]

income, [removed: comprehensive]

income, [removed: stockholders’]

the [removed: period]

and [removed: the]

related [removed: notes]

and [removed: our]

expressed [removed: as] an unqualified opinion thereon.

assessment [added: of]

SEC’s rules and forms, and the rules of the Nasdaq stock exchange.

During the quarter ended December 30, 2023, we acquired a 90% voting

equity interest in Shield, a supplier of

homecare medical products headquartered in California.

The full integration of this acquisition, as well as our

previously reported acquisitions of S.I.N and Biotech Dental, extended

beyond year-end and, therefore, we

excluded Shield, Biotech Dental, and S.I.N., which together represent

less than 1.5% of our total net sales, from our

annual assessment of internal control over financial reporting as of December

30, 2023, as permitted by SEC staff

interpretive guidance for newly acquired businesses.

Post-acquisition integration related activities for other dental and

medical businesses acquired during 2023 across

the U.S., Europe, Brazil, Australia, and China were included in

our annual assessment of internal control over

financial reporting as of December 30, 2023.

These acquisitions, the majority of which utilize separate information

and financial accounting systems, have been included in our consolidated financial

statements since their respective

dates of acquisition.

Finally, we continued systems implementation activities in the U.S. for two of our dental businesses.

The combination of acquisitions (including Shield, S.I.N., and Biotech

Dental), continued acquisition integrations

and systems implementation activities undertaken during the quarter

and carried over from prior quarters when

considered in the aggregate, represents a material change in our

involve necessary and appropriate change-management controls

that are considered in our quarterly assessment of

changes in our internal control over financial reporting.

In October 2023, we experienced a cybersecurity incident that primarily

affected the operations of our North

American and European dental and medical distribution businesses.

Once we became aware of the issue, as part of

the Company’s incident response plan, we took precautionary actions to contain the incident including shutting

down connectivity to networks and key business, operating and financial

accounting systems globally.

In addition

to notifying affected and potentially affected third parties and all relevant law enforcement

authorities, we engaged

SEC’s rules and forms.

implementation activity

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

prior quarters when considered in

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

Framework.

– Integrated Framework (2013) (the “COSO criteria”).

Company maintained, in all

25,

31, 2022,

report dated February 21, 2023

as we

in our definitive [removed: 2023] [added: 2024] Proxy Statement to be

may recommend nominees to our Board [removed: of][added: since]

[removed: Directors since] our last disclosure of such procedures, which appeared [added: in our definitive]

[removed: in our] definitive [removed: 2022] [added: 2024] Proxy Statement [added: to be] filed [added: pursuant to Regulation 14A,]

[removed: pursuant to] Regulation 14A on April [removed: 6, 2022.][added: 11, 2023.]

1934 is hereby incorporated by reference to the Section entitled [removed: “Delinquent]

[added: “Delinquent] Section 16(a) Reports” in our

[removed: definitive] 2023 Proxy Statement [removed: to be] filed pursuant to [removed: Regulation 14A,]

Interlocks and Insider Participation” in our definitive [removed: 2023] [added: 2024] Proxy [added: Statement]

[removed: Statement] to be filed pursuant to Regulation 14A.

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

[removed: 2023] [added: 2024] Proxy Statement to be filed

of December 30, 2023:

7,166,543

7,166,543

31, 2022:

8,227,096

Committees – Independent Directors” in our definitive [removed: 2023] [added: 2024] Proxy Statement

Procedures” in our definitive [removed: 2023] [added: 2024] Proxy

[removed: [2.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: [1, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm)]

[removed: [Contribution and Distribution Agreement,] [added: [Agreement,] dated as of April [removed: 20, 2018,] [added: 17, 2013,] by [removed: and](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: and among us, as servicer, HSFR, Inc., as seller,](http://www.sec.gov/Archives/edgar/data/1000228/000119312514353796/d794216dex102.htm)]

(Incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to [removed: our](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: our](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)]

[removed: [Current] [added: [Exhibit 10.1 to our Current] Report on Form 8-K filed on April [removed: 23, 2018 (film no. 18767875).)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex21.htm)][added: 19, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312513161803/d523250dex101.htm)]

[removed: [2.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)][added: [3.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)]

[removed: [Agreement and Plan of Merger,] [added: [Receivables Sale Agreement,] dated as of April [removed: 20, 2018,] [added: 17, 2013,] by and among us, [removed: HS](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)][added: certain of our](http://www.sec.gov/Archives/edgar/data/1000228/000119312513161803/d523250dex102.htm)]

(Incorporated by reference to Exhibit [removed: 2.2] [added: 10.2] to [removed: our](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)][added: our](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex102.htm)]

[removed: [Current] [added: [Exhibit 10.2 to our Current] Report on Form 8-K filed on April [removed: 23, 2018 (film no. 18767875).)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312518125791/d567106dex22.htm)][added: 19, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312513161803/d523250dex102.htm)]

[removed: [2.3](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)][added: [7, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)]

[removed: [and Amendment] [added: [Amendment] No. [removed: 1 to Agreement and Plan of Merger,] [added: 2] dated as of [removed: September](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)][added: April 17, 2015 to Receivables Purchase Agreement, dated as](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit101.htm)]

[reference to Exhibit [removed: 2.3] [added: 10.45] to our Annual Report on Form 10-K for the fiscal [removed: year](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)][added: year ended](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1045.htm)]

[removed: [ended] [added: [fiscal year ended] December [removed: 29, 2018] [added: 31, 2022] filed on February [removed: 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_3.htm)][added: 21, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1027.htm)]

[removed: [2.4](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)][added: (Incorporated by](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm)]

[removed: [Agreement,] [added: [Agreement] dated [removed: as of] November [removed: 30, 2018, by] [added: 11, 2021 between Henry Schein, Inc.] and [removed: among us, HS Spinco, Inc.,](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)][added: Brad Connett](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1028.htm)]

[(Incorporated by reference to Exhibit [removed: 2.4] [added: 10.27] to our Annual Report on Form 10-K [removed: for](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)][added: for the](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1027.htm)]

[removed: [the fiscal] [added: [fiscal] year ended December [removed: 29, 2018] [added: 31, 2022] filed on February [removed: 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_4.htm)][added: 21, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1028.htm)]

[removed: [2.5](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)][added: [10.6](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex101.htm)]

[removed: [Agreement and Amendment] [added: [Amendment] No. [removed: 2 to Agreement and Plan of Merger,] [added: 3] dated as [removed: of](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)][added: of June 1, 2016 to Receivables Purchase Agreement, dated as](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit102.htm)]

[removed: [LLC.(Incorporated] [added: (Incorporated] by reference to Exhibit [removed: 2.5] [added: 4.5] to our Annual [removed: Report on Form 10-K](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)][added: Report](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm)]

[removed: [for] [added: [on Form 10-K for] the fiscal year ended December [removed: 29, 2018] [added: 25, 2021] filed on February [removed: 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_5.htm)][added: 15, 2022.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm)]

[removed: [2.6](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)][added: [10.7](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex102.htm)]

[removed: [Agreement,] [added: [Multicurrency Private Shelf Agreement,] dated as of [removed: January 15, 2019,] [added: October 20, 2021,] by and among [removed: us, HS Spinco, Inc., Direct](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)][added: us,](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex41.htm)]

[removed: [by reference to Exhibit 2.6] [added: [Exhibit 10.18] to our Annual Report on Form 10-K for the fiscal [removed: year](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)][added: year ended December 28,](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)]

[removed: [ended] [added: [fiscal year ended] December [removed: 29, 2018] [added: 31, 2022] filed on February [removed: 20, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000015/exhibit2_6.htm)][added: 21, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1029.htm)]

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

[removed: [on June 1, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312518181713/d586703dex31.htm)][added: [filed on May 8, 2018.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022818000022/exhibit106.htm)]

[removed: [3.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm)][added: [March 24, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)]

[removed: [Third] [added: [Fourth] Amended and Restated By-Laws of [removed: the Company,] [added: Henry Schein, Inc.,] effective [removed: May 13, 2021.](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm)][added: March 23, 2023.](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)]

[(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K [removed: filed](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm)][added: filed on](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)]

[removed: [on May 17, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521162809/d171651dex31.htm)][added: [October 21, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)]

[Third Amended and Restated Multicurrency Master Note Purchase [removed: Agreement,](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)][added: Agreement, dated as of](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)]

[removed: [dated as of October] [added: [October] 20, 2021, by and among us, Metropolitan Life [removed: Insurance](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)][added: Insurance Company, MetLife](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)]

[removed: [Company, MetLife Investment] [added: [Investment] Management, LLC and each MetLife [removed: affiliate](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)][added: affiliate which becomes party thereto.](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)]

[removed: (Incorporated] [added: [(Incorporated] by reference to Exhibit 4.4 to [removed: our](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)][added: our Current Report on Form 8-K filed on](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)]

[removed: [Current] [added: [reference to Exhibit 10.1 to our Current] Report on Form 8-K filed on October 21, [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex44.htm)][added: 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex101.htm)]

[Third Amended and Restated Master Note Facility, dated as of October 20, [removed: 2021,](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)][added: 2021, by and](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)]

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

[removed: [becomes] [added: [purchaser groups] party thereto.

(Incorporated by reference to Exhibit 4.3 to our [removed: Current](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)][added: Current Report on Form 8-K filed](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)]

[removed: [Report on Form 8-K filed on] [added: [on] October 21, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)

Page 62.

[Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan.

[amended and restated effective as of June 22, 2015).

[10.10](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)

[).](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)

[Plan, amended and restated effective as of January 1, 2014.

[Plan, amended and restated effective as of January 1, 2014.

[10.15](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)

[Plan, amended and restated effective as of January 1, 2014.

[restated effective as of May 23, 2023.

[November 14, 2023.

Ettinger, and Mark Mlotek, respectively).

Ettinger, and Mark Mlotek, respectively).

Breslawski, Brad Connett, Michael S.

Mlotek, Walter Siegel and Ronald N.

[administrative agent, U.S. Bank National Association, as syndication agent, and TD Bank,](http://www.sec.gov/Archives/edgar/data/1000228/000119312523186248/d534011dex102.htm)

[N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING](http://www.sec.gov/Archives/edgar/data/1000228/000119312523186248/d534011dex102.htm)

[Bank, N.V. and HSBC Bank USA, N.A., as co-documentation agents.

[Term Loan Credit Agreement, dated as of July 11, 2023, among us, the several lenders](http://www.sec.gov/Archives/edgar/data/1000228/000119312523186248/d534011dex101.htm)

[parties thereto, JPMorgan Chase Bank, N.A., as administrative agent,](http://www.sec.gov/Archives/edgar/data/1000228/000119312523186248/d534011dex101.htm)

[U.S. Bank National Association, as syndication agent, and TD Bank, N.A.,](http://www.sec.gov/Archives/edgar/data/1000228/000119312523186248/d534011dex101.htm)

[Bank of America, N.A. and UniCredit Bank, A.G., as co-documentation agents.](http://www.sec.gov/Archives/edgar/data/1000228/000119312523186248/d534011dex101.htm)

[various purchaser groups from time to time party thereto.

[purchaser groups from time to time party thereto.

[purchaser groups party thereto.

[purchaser groups party thereto.

[purchaser groups party thereto.

[various purchaser groups from time to time party thereto, as amended.

[buyer.

[buyer.

[Henry Schein, Inc. Dodd-Frank Clawback Policy, effective as of December 1, 2023.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit971.htm)

[Limited Waiver dated November 10, 2023 to the Multicurrency Private Shelf Agreement,](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit991.htm)

[dated as of October 20, 2021, by and among us, AIG Asset Management (U.S.), LLC and](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit991.htm)

[each AIG affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit991.htm)

[Limited Waiver dated November 10, 2023 to the Third Amended and Restated](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[among us, Metropolitan Life Insurance Company, MetLife Investment Management, LLC](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[and each MetLife affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[Limited Waiver dated November 10, 2023 to the Third Amended and Restated Master](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit993.htm)

[Note Facility, dated as of October 20, 2021, by and among us, NYL Investors LLC and](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit993.htm)

[each New York Life affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit993.htm)

Page 60.

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

[Representative Services LLC.

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

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

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

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

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

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

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

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

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

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

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

[which becomes party thereto.

[on March 8, 2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm)

[2021.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022821000036/exhibit102.htm)

[2004.

[Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)

[Henry Schein, Inc. Deferred Compensation Plan.

[Amendment to the Henry Schein, Inc. Deferred Compensation Plan.

[year ended December 31, 2011 filed on February 15, 2012.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022812000009/exhibit10_26.htm)

[Plan.

[Amendment Number Three to the Henry Schein, Inc. Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_214q13.htm)

[the fiscal year ended December 28, 2013 filed on February 11, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000010/exhibit10_214q13.htm)

[Amendment Number Four to the Henry Schein, Inc. Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022817000011/exhibit1046_2016.htm)

[Amendment Number Five to the Henry Schein, Inc. Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1032.htm)

[Amendment Number Six to the Henry Schein, Inc. Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex104.htm)

[on May 6, 2014.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit107_1q14.htm)

[Form of Performance-Based RSU Award Agreement for Stanley M.

Bergman](http://www.sec.gov/Archives/edgar/data/1000228/000119312519217405/d770264dex102.htm)

[29, 2022.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312522293869/d420796dex101.htm)

[Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc. and Brad](https://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1029.htm)

Ettinger, Mark Mlotek and Steven Paladino, respectively).](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_152008.htm)

[the fiscal year ended December 27, 2008 filed on February 24, 2009.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_152008.htm)

[thereto (James Breslawski, Michael S.

Ettinger, Mark Mlotek and Steven Paladino,](http://www.sec.gov/Archives/edgar/data/1000228/000119312512018752/d285204dex101.htm)

[respectively).

[Henry Schein, Inc. Executive Change in Control Plan, effective as of May 2, 2022](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex103.htm)

[N.

Sheares, [removed: Ph.]

February 28, 2024

February 28, 2024

February 28, 2024

February 28, 2024

Executive Vice President,

Chief Strategic Officer and

February 28, 2024

February 28, 2024

February 28, 2024

/s/ CAROLE T.

FAIG

February 28, 2024

Carole T.

Faig

February 28, 2024

February 28, 2024

February 28, 2024

February 28, 2024

February 28, 2024

February 28, 2024

February 28, 2024

PH.D.

February 28, 2024

Ph.D.

Director

February 28, 2024

February 21, 2023

PH.

D.