filings.toolsHenry Schein 10-K 2024-12-28
Filed 2025-02-25. 24 sections, 531K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C.
20549
FORM
10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 28, 2024
☐
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from ____________ to ____________
Commission file number
0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware
11-3136595
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
135 Duryea Road
Melville
,
New York
(Address of principal executive offices)
11747
(Zip Code)
(
)
843-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
HSIC
The
Nasdaq
Global Select Market
Securities registered pursuant to Section
12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES
:
☒
NO:
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES:
☐
NO
:
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES
:
☒
NO:
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES
:
☒
NO:
☐
Indicate by check mark whether the registrant is a
large accelerated filer, an
accelerated filer, a non-accelerated filer,
a smaller reporting company,
or an
emerging
growth
company.
See
the
definitions
of
“large
accelerated
filer,”
“accelerated
filer,”
“smaller
reporting
company,”
and
“emerging
growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
:
☒
Accelerated filer:
☐
Non-accelerated filer:
☐
Smaller reporting company:
☐
Emerging growth company:
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.
☒
If securities are registered pursuant to
Section 12(b) of the Act, indicate by
check mark whether the financial statements of
the registrant included in the
filing reflect the correction of an error to previously issued financial statements.
☐
Indicate
by
check
mark
whether
any
of
those
error
corrections
are
restatements
that
required
a
recovery
analysis
of
incentive-based
compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES:
☐
NO
:
☒
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as
quoted on the Nasdaq Global Select Market on June 29, 2024, was approximately $
8,092,479,000
.
As of February 18, 2025, there were
124,176,781
shares of registrant’s Common Stock, par value $.01 per share, outstanding.
Documents Incorporated by Reference:
Portions of the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year
(December 28, 2024) are incorporated by reference in Part III hereof.
TABLE OF CONTENTS
Page
Number
Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Management's Discussion and Analysis of Financial Condition
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
PART
I
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 93 years of experience distributing health care products, we have built a vast base 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 approximately 25,000 people.
Approximately 49% of
our workforce is based in the United States and 51% outside of the United States.
Our operations or affiliates are
located in 33 countries and territories.
Our broad global footprint has evolved over time through
organic growth as
well as through the contribution from our strategic acquisitions.
We stock a comprehensive selection of more than 300,000 branded products and Henry Schein corporate brand
products through our main distribution centers.
Our infrastructure, including over 5.4 million square feet of space
in 36 strategically located distribution centers and 0.5 million square
feet of space in 15 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, which we believe is a competitive advantage.
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products;
and (iii) Global Technology.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing
education services, consulting and other
services.
This segment also markets and sells under our own corporate brand,
a portfolio of cost-effective, high-
quality consumable merchandise.
Global Specialty Products includes manufacturing, marketing
and sales of dental
implant and biomaterial products; and endodontic, orthodontic and orthopedic
products and other health care-
related products and services.
Global Technology includes development and distribution of practice management
software, e-services, and other products, which are distributed to health
care providers.
Recent Developments
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent
Developments” herein for a discussion related to recent Company developments.
Industry
The distribution and value-added services 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”), health
maintenance organizations (“HMOs”), 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 distribution and value-added services industry should benefit from
favorable long-term macro trends that
should help stimulate patient traffic and demand for products and services.
This includes an aging population,
increased health care awareness and the importance of preventive 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 HMOs,
group practices, other managed care accounts and collective buying
groups such as DSOs and GPOs, 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
m
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Item 1A. Risk Factors
Our business operations could be affected by factors that are not presently known
to us or that we currently
consider not to be material to our operations, so you should not consider
the risks disclosed in this section to
necessarily represent a complete statement of all risks and uncertainties.
The Company believes that the following
risks could have a material adverse impact on our business, reputation, operating
results, financial condition and/or
the trading price of our common stock.
The order in which these factors appear does not necessarily reflect
their
relative importance or priority.
COMPANY RISKS
We are dependent upon third parties for the manufacture and supply of a significant volume of our products and
where we manufacture products, we are dependent upon third parties
for raw materials and purchased
components.
We obtain a significant volume of the products we distribute from third parties, with whom we generally do not
have long-term contracts.
While there is typically more than one source of supply, some key suppliers, in the
aggregate, supply a significant portion of the products we sell.
In 2024, our top 10 Global Distribution and Value-
Added Services suppliers and our single largest supplier accounted for approximately
25% and 4%, respectively, of
our aggregate purchases.
Additionally, where we are the manufacturer of certain dental specialty products we sell
in the areas of oral surgery, implants, orthodontics and endodontics, we are dependent upon third parties for raw
materials and purchased components.
Because of our dependence upon such suppliers, our operations
are subject
to the suppliers’ ability and willingness to supply products in the quantities
that we require, and the risks include
delays caused by interruption in production based on conditions outside
of our control, including a supplier’s failure
to comply with applicable government requirements (which may
result in product recalls and/or cessation of sales)
or an interruption in the suppliers’ manufacturing capabilities.
In the event of any such interruption in supply, we
would need to timely identify and obtain acceptable replacement sources.
There is no guarantee that we would be
able to obtain such alternative sources of supply on a timely basis,
if at all, and an extended interruption in supply,
particularly of a high-sales volume and/or high-margin product, could result in a
significant disruption in our sales
and operations, as well as damage to our relationships with customers
and our reputation.
In recent periods, we
have experienced increased costs and shortages of purchased components,
which has had a negative impact on our
profit margins and on our sales for certain product categories, due to our inability
to fully satisfy demand.
We may be unsuccessful in achieving our strategic growth objectives.
Our 2022 – 2024 BOLD+1 Strategic Plan is defined under “Business, Business
Strategy” above.
We expect to
continue to execute the BOLD+1 strategic priorities with the next evolution
of our strategic plan.
In particular, we
are focused on continuing to grow our Henry Schein specialty brands
and technology and value-added services
solutions both organically and inorganically, and to drive greater efficiencies.
If we are unable to effectively
implement our strategic plan, we may not achieve our desired return on our
investments through our growth
strategies.
Our business could be affected by the recently signed Strategic Partnership Agreement.
On January 29, 2025, we announced a strategic investment by
funds affiliated with KKR & Co. Inc. (“KKR”), a
leading global investment firm, and a Strategic Partnership Agreement (the “Partnership
Agreement”) with
KKR.
In addition to KKR’s current holdings, KKR will make an additional $250 million investment in the
Company’s common stock.
As a result, KKR will become the largest non-index fund stockholder of the Company
with a 12% position.
KKR will also have the ability to purchase additional shares
via open market purchases up to
a total equity stake of 14.9% of the outstanding common shares of
the Company.
Under the Partnership
Agreement, two representatives of KKR (the “Investor Designees”) will join our
Board of Directors.
Each of the
Investor Designees will also be nominated by our Board of Directors
to stand for election at our 2025 annual
meeting of stockholders for a term expiring at our 2026 annual meeting
of stockholders.
As part of the Partnership
Agreement, KKR has agreed to customary voting and other provisions.
Consummation of the transactions
contemplated by the Partnership Agreement is subject to customary
closing conditions, including the expiration or
termination of any waiting period under the Hart-Scott-Rodino Act
and certain foreign regulatory approvals.
The
Partnership Agreement may have unintended consequences, such as
uncertainty about our management, operations,
or future strategic direction, which could result in the loss of future
business opportunities or negatively impact our
ability to attract and retain qualified talent. KKR also invests in many different types of
businesses, and has or may
continue to invest in customers, suppliers, joint venture partners, or
other entities that have relationships with the
Company, or in competitors of such entities,
which may create unintended conflicts resulting in a loss of business.
Our future growth (especially for our Global Technology and Global Specialty Products segments) is dependent
upon our ability to develop or acquire and maintain and protect
new products and services and utilize new
technologies that achieve market acceptance with acceptable margins.
Our future success depends on our ability to timely develop (or obtain the right
to sell) competitive and innovative
(particularly for our Global Technology and Global Specialty Products segments) products and services and utilize
new technologies, such as artificial intelligence (“AI”) (among other emerging technologies)
and to market them
and/or utilize them quickly and cost-effectively.
Our ability to anticipate customer needs and emerging trends and
develop or acquire new products, services and technologies at competitive
prices requires significant resources,
including employees with the requisite skills, experience and expertise, particularly
in our Global Technology
segment, including dental practice management, patient engagement
and demand creation software solutions.
The
failure to successfully address these challenges could materially disrupt
our sales and operations.
We have increased and expect to continue to increase our use of AI technologies in various contexts to improve
customer and patient experiences and drive efficiencies in certain areas of our business.
While these innovations
can present benefits to the Company, they also create risks and challenges.
If investments in such emerging
technologies are less successful at attracting and retaining customers than
similar investments by our competitors,
or if we are otherwise unsuccessful at realizing the benefits of these
technological investments generally, this could
have a material adverse effect on our business, financial condition, or operating
results.
Additionally, widely
assessable generative AI that rapidly surpasses our organizational ability to understand
associated risks and
opportunities (including employees’ failure to comply with policies governing
AI usage) could endanger our
intellectual property, lead to misuse of data and cause reputational harm.
Risks inherent in acquisitions, dispositions and joint ventures could
offset the anticipated benefits.
One of our business strategies has been to expand in part through acquisitions
and joint ventures and we expect to
continue to make acquisitions and enter into joint ventures in the
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Item 1B. Unresolved Staff Comments
Unresolved Staff Comments
We have no unresolved comments from the staff of the SEC that were issued 180 days or more preceding the end of
our 2024 fiscal year.
Item 1C. Cybersecurity
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 rules 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
Officer (“CTO”) and is comprised of over one hundred professionals that support our information
systems and
operations.
Our cyber risk mitigation strategy includes
monitoring
for and addressing risks that materialize within
the Company’s information systems, as well as at our
third-party
vendors, suppliers and other third-party business
partners.
Our CISO reports to our CTO.
Our CTO,
who also serves as Senior Vice President,
has more than 30 years of
experience leading large-scale global IT organizations and received a Bachelor of Business Administration
in
Business Computer Information Systems and a Master of Business Administration
from Hofstra University.
See
also
Item 1. Business, Other Executive Management
Our Vice President, Global CISO, who also serves as Vice
President and Head of the Office of Cyber Security, has over 30 years of experience leading global cybersecurity
and technology programs in large and complex corporations, and holds a Certified
Information Systems Security
Professional and a Certified Information Systems Auditor certification.
He also received a BS, Information
Technology and Security from Baker College.
The cybersecurity risk mitigation strategy is also overseen by
senior
managers who are members of our Executive Steering Committee, comprised
of the Company’s most senior
technology, legal and internal auditing officers.
Our CEO is regularly briefed on issues, incidents, and
developments, and our Board oversees our risk mitigation strategy principally
through its Audit Committee and
Regulatory, Compliance and Cybersecurity Committee, as described in more detail below.
Our cybersecurity risk management program includes, among other
elements:
risk assessments designed to help identify material cybersecurity risks
to our information systems;
a security team principally responsible for managing our (i) cybersecurity
risk assessment processes, and
(ii) defining cybersecurity control standards;
the use of expert external service providers to assess, test or otherwise assist
with aspects of our
cybersecurity controls, and to respond to specific cybersecurity threats;
the review and assessment of past cybersecurity incidents with a view to
learning from those events to
further strengthen our cyber risk mitigation strategy;
a written cybersecurity incident response plan that includes procedures
for responding to cybersecurity
incidents; and
a Global Information Security Policy, together with more detailed information security policies,
procedures, standards, and guidelines.
In addition, all employees with systems access are required to participate
in mandatory annual cybersecurity and
anti-phishing courses, along with compliance programs.
Our employees who perform financial gatekeeper roles
also receive additional mandatory annual data security training specific
to spoofing, phishing and similar data
security threats.
Per written Company policies, employees are also required
to safeguard confidential information.
Our cybersecurity risk strategy is integrated into our overall enterprise
risk management program, and our
cybersecurity team is supported by and connected with the enterprise risk
management team.
Prior Cyber Incidents
In addition to immaterial and unrelated prior incidents at certain of
our subsidiaries, in October 2023 Henry Schein
experienced a cyber 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 businesses were
mostly unaffected.
The October 2023 cyber incident disrupted key business operations,
adversely impacted our
financial results for the fourth quarter and full year 2023, diverted
attention of management, and caused the
Company to incur significant remediation costs.
The incident had residual impact on our financial results in 2024.
Cybersecurity Governance
Our Board has a Regulatory, Compliance and Cybersecurity Committee that focuses on cybersecurity oversight,
together with other board committees, principally the Audit Committee.
The purpose of the Regulatory,
Compliance and Cybersecurity Committee is to assist the Board by providing
guidance to, and oversight of, the
Company’s senior management responsible for assessing and managing Company-wide regulatory, corporate
compliance and cybersecurity risk management programs.
The primary responsibilities of the Regulatory,
Compliance and Cybersecurity Committee are to (i) discuss cybersecurity
strategic decisions, issues, challenges and
opportunities relating thereto, (ii) provide expertise to guide assessment
and monitoring of Company-wide
regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment,
(iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk
management programs, (iv) review and evaluate major regulatory, corporate compliance and cybersecurity risk
management initiatives to identify emerging and future opportunities for synergy or to
leverage regulatory,
corporate compliance and cybersecurity risk management investments
more effectively and cost efficiently,
(v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters
reviewed by the Regulatory, Compliance and Cybersecurity Committee that may impact the Company’s financial
reporting and (vi) be generally available to, and communicate with,
the Company’s senior management, and to
inform the Board in the areas described above.
Our CISO and CTO, along with other key executives who are part of our Executive
Steering Committee, review
strategy, policy,
program effectiveness, standards, enforcement and cybersecurity issue management
with the
Board’s Regulatory,
Compliance and Cybersecurity Committee on at least a quarterly basis and
with the Audit
Committee on at least a bi-annual basis.
Our CTO
meets
with Board members outside of the formal meetings on a
regular basis as well as in connection with specific cybersecurity issues or
threats.
Item 2. Properties
Properties
Within our Global Distribution and Value
-Added Services and Global Specialty Products segments (for properties
with more than 100,000 square feet) we lease and/or own approximately
5.1 million square feet of properties,
consisting of distribution, office, showroom, manufacturing and sales space, in locations
including the United
States, Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China,
the Czech Republic, France, Germany,
Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Mexico, Morocco, the Netherlands, New
Zealand, Peru, Poland, Portugal, South Africa, Spain, Sweden, Switzerland,
Thailand,
United Arab Emirates and
the United Kingdom.
Lease expirations range from 2025 to 2041.
We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on
our business.
We have additional operating capacity at certain distribution center facilities.
Item 3. Legal Proceedings
Legal Proceedings
For a discussion of Legal Proceedings, see
Note 17 – Commitments and Contingencies
of the Notes to the
Consolidated Financial Statements included under Item 8.
Item 4. Mine Safety Disclosures
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is traded on the Nasdaq Global Select Market tier of
the Nasdaq Stock Market, or Nasdaq,
under the symbol HSIC.
On February 18, 2025, there were approximately 108,000 holders
of record of our common stock and the last
reported sales price was $77.63.
A substantially greater number of holders of our common stock are “street
name”
or beneficial holders, whose shares are held by banks, brokers and other financial
institutions.
Purchases of Equity Securities by the Issuer
Our share repurchase program, announced on March 3, 2003, originally
allowed us to repurchase up to two million
shares pre-stock splits (eight million shares post-stock splits) of our common
stock, which represented
approximately 2.3% of the shares outstanding at the commencement
of the program.
Subsequent additional
increases totaling $5.9 billion, authorized by our Board, to the repurchase
program provide for a total of $6.0 billion
(including $500 million authorized on January 27, 2025) of shares of our
common stock to be repurchased under
this program.
Subject to market conditions and other factors, we plan to
continue to accelerate our share repurchase
activity.
As of December 28, 2024,
we had repurchased approximately $5.1 billion of common stock (95,814,454
shares)
under these initiatives, with $380 million available for future common stock
share repurchases.
The following table summarizes repurchases of our common stock
under our stock repurchase program during the
fiscal quarter ended December 28, 2024:
Total Number
Maximum Number
Total
of Shares
of Shares
Number
Average
Purchased as Part
that May Yet
of Shares
Price Paid
of Our Publicly
Be Purchased Under
Fiscal Month
Purchased (1)
Per Share
Announced Program
Our Program (2)
9/29/2024 through 11/2/2024
564,907
$
70.93
564,907
5,895,367
11/3/2024 through 11/30/2024
441,702
71.32
441,702
4,975,402
12/1/2024 through 12/28/2024
44,530
77.02
44,530
5,395,131
1,051,139
1,051,139
(1)
All repurchases were executed in the open market under our existing publicly announced authorized program.
(2)
The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the
closing price of our common stock at that time.
This table excludes shares withheld from employees to satisfy minimum tax
withholding requirements for equity-based transactions.
Dividend Policy
We have not declared any cash or stock dividends on our common stock during fiscal years 2024 or 2023.
We
currently do not anticipate declaring any cash or stock dividends on our common
stock in the foreseeable future.
We intend to retain earnings to finance the expansion of our business and for general corporate purposes, including
our share repurchase program.
Any declaration of dividends will be at the discretion of our Board and
will depend
upon the earnings, financial condition, capital requirements, level
of indebtedness, contractual restrictions with
respect to payment of dividends and other factors.
$50
$100
$150
$200
$250
$300
December 2019
December 2020
December 2021
December 2022
December 2023
December 2024
Henry Schein, Inc.
Dow Jones US Health Care Index
NASDAQ Composite Index
Stock Performance Graph
The graph below compares the cumulative total stockholder return
on $100 invested, assuming the reinvestment of
all dividends, on December 28, 2019, the last trading day before the
beginning of our 2020 fiscal year, through the
end of our 2024 fiscal year with the cumulative total return on $100
invested for the same period in the Dow Jones
U.S. Health Care Index and the Nasdaq Stock Market Composite Index.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL
RETURN
ASSUMES $100 INVESTED ON DECEMBER 28, 2019
ASSUMES DIVIDENDS REINVESTED
December 28,
December 26,
December 25,
December 31,
December 30,
December 28,
2019
2020
2021
2022
2023
2024
Henry Schein, Inc.
$
100.00
$
98.86
$
112.51
$
119.92
$
113.66
$
105.70
Dow Jones U.S. Health
Care Index
100.00
114.06
141.78
136.42
138.99
143.91
NASDAQ Stock Market
Composite Index
100.00
143.44
176.49
119.01
172.14
227.78
Item 6. [Reserved]
[Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Cautionary Note Regarding Forward-Looking Statements
In accordance with the “Safe Harbor” provisions of the Private Securities
Litigation Reform Act of 1995, we
provide the following cautionary remarks regarding important factors
that, among others, could cause future results
to differ materially from the forward-looking statements, expectations and assumptions
expressed or implied herein.
All forward-looking statements made by us are subject to risks and uncertainties
and are not guarantees of future
performance.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors
that may cause our actual results, performance and achievements
or industry results to be materially different from
any future results, performance or achievements expressed or implied
by such forward-looking statements.
These
statements are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,”
“plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to
make” or other comparable terms. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in this Annual Report
on Form 10-K, and in particular the risks discussed under the caption
“Risk Factors” in Item 1A of this report and
those that may be discussed in other documents we file with
the Securities and Exchange Commission (“SEC”).
Risk factors and uncertainties that could cause actual results to differ materially from current
and historical results
include, but are not limited to: our dependence on third parties for
the manufacture and supply of our products and
where we manufacture products, our dependence on third parties
for raw materials or purchased components; risks
relating to the achievement of our strategic growth objectives; risks
related to the recently signed Strategic
Partnership Agreement; our ability to develop or acquire and maintain
and protect new products (particularly
technology products) and services and utilize new technologies
that achieve market acceptance with acceptable
margins; transitional challenges associated with acquisitions, dispositions and joint ventures,
including the failure to
achieve anticipated synergies/benefits, 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 governing documents that may discourage
third-party acquisitions of us;
adverse changes in supplier rebates or other purchasing incentives;
risks related to the sale of corporate brand
products; risks related to activist investors; security risks associated with our
information systems and technology
products and services, such as cyberattacks or other privacy or data security
breaches (including the October 2023
incident); effects of a highly competitive (including, without limitation, competition
from third-party online
commerce sites) and consolidating market; changes in the health care
industry; risks from expansion of customer
purchasing power and multi-tiered costing structures; increases in shipping costs
for our products or other service
issues with our third-party shippers, and increases in fuel and energy costs; changes
in laws and policies governing
manufacturing, development and investment in territories and countries
where we do business; general global and
domestic macro-economic and political conditions, including inflation,
deflation, recession, unemployment (and
corresponding increase in under-insured populations), consumer confidence,
sovereign debt levels, ongoing wars,
fluctuations in energy pricing and the value of the U.S. dollar as compared to
foreign currencies, and changes to
other economic indicators, international trade agreements; the threat
or outbreak of war, terrorism or public unrest
(including, without limitation, the war in Ukraine, the Israel-Gaza war and other
unrest and threats in the Middle
East and the possibility of a wider European or global conflict); changes
to laws and policies governing foreign
trade, tariffs and sanctions, or greater restrictions on imports and exports; supply
chain disruption; geopolitical
wars; failure to comply with existing and future regulatory requirements,
including relating to health care; risks
associated with the EU Medical Device Regulation; failure to comply
with laws and regulations relating to health
care fraud or other laws and regulations; failure to comply with laws
and regulations relating to the collection,
storage and processing of sensitive personal information or standards in electronic
health records or transmissions;
changes in tax legislation, changes in tax rates and availability of certain tax
deductions; 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 pandemic), or
similar wide-spread public health concerns and other natural or
man-made disasters; risks associated with our
global operations; litigation risks; new or unanticipated litigation developments
and the status of litigation matters;
our dependence on our senior management, employee hiring and retention,
increases in labor costs or health care
costs, and our relationships with customers, suppliers and manufacturers;
and disruptions in financial markets. The
order in which these factors appear should not be construed to indicate their
relative importance or priority.
We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control
or predict.
Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction
of actual results.
We undertake no duty and have no obligation to update forward-looking statements except as
required by law.
Where You
Can Find Important Information
We may disclose important information through one or more of the following channels: SEC filings, public
conference calls and webcasts, press releases, the investor relations
page of our website (www.henryschein.com)
and the social media channels identified on the About Media Center page of
our website.
Recent Developments
While the U.S. economy has experienced inflationary pressures and
strengthening of the U.S. dollar, their impacts
have not been material to our results of operations.
Though inflation impacts both our revenues and costs, the depth
and breadth of our product portfolio often allows us to offer lower-cost national brand solutions
or corporate brand
alternatives to our more price-sensitive customers who are unwilling to
absorb price increases, thus positioning us
to protect our gross profit.
Segment Reporting
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing
education services, consulting and other
services.
This segment also markets and sells under our own corporate brand,
a portfolio of cost-effective, high-
quality c
Showing the first 8K of 76K characters. Open the full section
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, interest rate risks as well as changes in foreign currency exchange rates as
measured against the U.S. dollar and each other, and changes to the credit markets.
We attempt to minimize these
risks primarily by using foreign currency forward contracts and by
maintaining counter-party credit limits.
These
hedging activities provide only limited protection against currency exchange
and credit risks.
Factors that could
influence the effectiveness of our hedging programs include currency markets and
availability of hedging
instruments and liquidity of the credit markets.
All foreign currency forward contracts that we enter into are
components of hedging programs and are entered into for the sole purpose
of hedging an existing or anticipated
currency exposure.
We do not enter into such contracts for speculative purposes and we manage our credit risks by
diversifying our investments, maintaining a strong balance sheet and having
multiple sources of capital.
Foreign Currency
The value of certain foreign currencies compared to the U.S. dollar may
affect our financial results.
Fluctuations in
exchange rates may positively or negatively affect our revenues, gross margins, operating expenses
and retained
earnings, all of which are expressed in U.S. dollars.
Where we deem it prudent, we engage in hedging programs
using primarily foreign currency forward contracts aimed at limiting
the impact of foreign currency exchange rate
fluctuations on earnings.
We purchase short-term (i.e., generally 18 months or less) foreign currency forward
contracts to protect against currency exchange risks associated with intercompany
loans due from our international
subsidiaries and the payment of merchandise purchases to foreign
suppliers.
We do not hedge the translation of
foreign currency profits into U.S. dollars, as we consider foreign
currency translation to be an accounting exposure,
not an economic exposure.
A hypothetical 5% change in the average value of the U.S. dollar in 2024 compared
to
foreign currencies would have changed our 2024 reported Net income
attributable to Henry Schein, Inc. by
approximately $7 million.
As of December 28, 2024, our forward foreign currency exchange agreements,
which expire through November 3,
2028, had a fair value of $12 million as determined by quoted market prices.
Included in the forward foreign
currency exchange agreements, Henry Schein, Inc. had net investment
designated EUR/USD forward contracts
with notional values of approximately €300 million and reported fair values
of $9 million.
A 5% increase in the
value of the Euro to the USD from December 28, 2024 would decrease the fair
value of these forward contracts by
$17 million.
Total
Return Swaps
On March 20, 2020, we entered into a total return swap for the purpose
of economically hedging our unfunded non-
qualified supplemental retirement plan and our deferred compensation plan obligation.
At inception, the notional value of the investments in these plans was $43
million.
At December 28, 2024, the
notional value of the investments in these plans was $106 million.
At December 28, 2024, the financing blended
rate for this swap was based on the Secured Overnight Financing Rate
(“SOFR”) of 4.53% plus 0.61%, for a
combined rate of 5.14%.
For the years ended December 28, 2024, December 30, 2023, and
December 31, 2022 we
have recorded a gain/(loss), within selling, general and administrative
expense, of approximately $8 million, $10
million and $(17) million, respectively, net of transaction costs, related to this undesignated swap.
This swap is
expected to be renewed on an annual basis and is expected to result
in a neutral impact to our results of operations.
Credit Risk Monitoring
We limit our credit risk with respect to our cash equivalents, short-term investments and derivative instruments by
monitoring the credit worthiness of the financial institutions who are
the counterparties to such financial
instruments.
As a risk management policy, we limit the amount of credit exposure by diversifying and utilizing
numerous investment grade counterparties.
Interest Rate Risk
As of December 28, 2024, we had variable interest rate exposure for certain
of our revolving credit facilities and
our U.S. trade accounts receivable securitization.
Our revolving credit facility,
which we entered into on July 11,
2023 and expires on July 11, 2028,
has a variable
interest rate that is based on the SOFR plus a spread based on our leverage
ratio at the end of each financial
reporting quarter.
As of December 28, 2024, there was $0 million outstanding under
this revolving credit facility.
During the year ended December 28, 2024, the average outstanding balance was
approximately $50 million.
Based
upon our average outstanding balances, for each hypothetical increase
of 25 basis points, our interest expense
thereunder would have increased by $0.1 million.
Our U.S. trade accounts receivable securitization, which we entered
into on April 17, 2013 and expires on
December 6, 2027, has a variable interest rate that is based upon the asset-backed
commercial paper rate.
As of
December 28, 2024, the commercial paper rate was 4.73% plus 0.75%,
for a combined rate of 5.48%,
and the
outstanding balance under this securitization facility was $150 million.
During the year ended December 28, 2024,
the average outstanding balance was approximately $252 million.
Based upon our average outstanding balances,
for each hypothetical increase of 25 basis points, our interest expense thereunder
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
payments based on the one-month Term SOFR rate and pay interest at a fixed rate.
As of December 28, 2024, the
notional value of the interest rate swap agreements was $713
million.
On July 11, 2023, we entered into a three-year $750 million term loan credit agreement (the “Term Credit
Agreement”).
The interest rate on this term loan is based on the Term SOFR plus a spread based on our leverage
ratio at the end of each financial reporting quarter.
This term loan matures on July 11, 2026.
At December 28,
2024, the interest rate under the Term Credit Agreement was 4.45% plus 1.60% for a combined rate of 6.05%.
However, we have a hedge in place (see
Note 13 – Derivatives and Hedging Activities
for additional information)
that ultimately creates an effective fixed rate of 6.04%.
Item 8. Financial Statements and Supplementary Data
Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
Page
Number
Report of Independent Registered Public Accounting Firm
(BDO USA, P.C.;
New York,
NY; PCAOB
ID#
)
Consolidated Financial Statements
Balance Sheets as of December 28, 2024 and December 30, 2023
Statements of Income for the years ended December 28, 2024,
December 30, 2023 and December 31, 2022
Statements of Comprehensive Income for the years ended December 28, 2024,
December 30, 2023 and December 31, 2022
Statements of Changes in Stockholders’ Equity for the years ended
December 28, 2024, December 30, 2023 and December 31, 2022
Statements of Cash Flows for the years ended December 28, 2024,
December 30, 2023 and December 31, 2022
Notes to Consolidated Financial Statements
Note 1 – Basis of Presentation and Significant Accounting Policies
Note 3 – Net Sales from Contracts with Customers
Note 4 – Segment and Geographic Data
Note 5 – Business Acquisitions
Note 7 – Property and Equipment, Net
Note 9 – Goodwill and Other Intangibles, Net
Note 10 – Investments and Other
Note 11 – Fair Value Measurements
Note 12 – Concentrations of Risk
Note 13 – Derivatives and Hedging Activities
Note 16 – Plans of Restructuring and Integration Costs
Note 17 – Commitments and Contingencies
Note 18 – Stock-Based Compensation
Note 19 – Employee Benefit Plans
Note 20 – Redeemable Noncontrolling Interests
Note 21 – Comprehensive Income
Note 23 – Supplemental Cash Flow Information
Note 24 – Related Party Transactions
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Henry Schein, Inc.
Melville, New York
Opinion on the Consolidated Financial Statements
We
have
audited
the
accompanying
consolidated
balance
sheets
of
Henry
Schein,
Inc.
(the
“Company”)
as
of
December 28, 2024 and December 30, 2023, the related consolidated statements of income, comprehensive income,
changes in stockholders’ equity,
and cash flows for each of
the three years in the period
ended December 28, 2024,
and
the
related
notes
(collectively
referred
to
as
the
“consolidated
financial
statements”).
In
our
opinion,
the
consolidated financial
statements present
fairly,
in
all material
respects, the
financial position
of
the
Company at
December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three
years in
the period
ended December
28, 2024,
in conformity
with accounting
principles generally
accepted in
the
United States of America.
We
also
have
audited,
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”),
the
Company's
internal
control
over
financial
reporting
as
of
December
28,
2024,
based
on
criteria
established
in
Internal
Control
–
Integrated
Framework
(2013)
issued
by
the
Committee
of
Sponsoring Organizations of the Treadway Commission (COSO) and
our report dated February 25, 2025 expressed
an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are
the responsibility of the
Company’s management. Our
responsibility is
to
express
an
opinion
on
the
Company’s
consolidated
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
PCAOB
and
are
required
to
be
independent
with
respect
to
the
Company
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
consolidated
financial
statements
are
free
of
material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether
due to
error or
fraud, and
performing procedures
that respond
to those
risks. Such
procedures
included examining,
on a
test basis,
evidence regarding
the amounts
and disclosures
in the
consolidated financial
statements.
Our audits
also included
evaluating the
accounting principles
used
and significant
estimates made
by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that
our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical
audit matter
communicated below is
a matter
arising from
the current period
audit of
the consolidated
financial statements
that was
communicated or
required to
be communicated to
the Audit
Committee and that:
(1)
relates
to
accounts
or
disclosures
that
are
material
to
the
consolidated
financial
statements
and
(2)
involved
our
especially challenging, subjective,
or complex
judgments. The
communication of the
critical audit
matter does
not
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
accounts or disclosures to which it relates.
Business Acquisition - Valuation of Acquired Intangible Assets
As described in Note 5 of the consolidated financial statements, the Company
acquired TriMed Inc. (“TriMed”) in
- As a result of this acquisition, management was required
to determine the fair values of the identifiable assets
acquired and liabilities assumed. In connection with the acquisition of TriMed, the Company recorded
$204 million
of identifiable intangible assets related to product development.
We identified the revenue growth rates for certain periods used in the determination of the fair value of the acquired
product development in the acquisition of TriMed as a critical audit matter. The principal consideration for our
determination was the subjective judgement required by management
in formulating these revenue growth rates.
Auditing these considerations involved especially subjective
and challenging auditor judgement due to the nature
and extent of audit effort required to address these matters.
The primary procedures we performed to address this critical audit matter
included:
●
Evaluating the reasonableness of the revenue growth rates used in the determination
of the fair values of the
acquired product development
in the
acquisition of TriMed
by: (i) reviewing
the historical performance
of
the acquired company utilizing their
financial statements, and (ii)
assessing the revenue projections against
industry metrics for certain periods.
/s/
BDO USA,
P.C.
We have served as the Company's auditor since 1984.
New York, NY
February 25, 2025
See accompanying notes.
HENRY SCHEIN, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
December 28,
December 30,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
$
Accounts receivable, net of allowance for credit loss
Showing the first 8K of 181K characters. Open the full section
Item 9. Changes in and Disagreements with Accountants on Accounting and
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this annual report as such
term is defined in Rules 13a-15(e) and
15d-15(e) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Based on
this evaluation, our management, including our principal executive
officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of December 28, 2024,
to ensure that all
material information required to be disclosed by us in reports that we file
or submit under the Exchange Act is
accumulated and communicated to them as appropriate to allow timely
decisions regarding required disclosure and
that all such information is recorded, processed, summarized and reported
within the time periods specified in the
SEC’s rules and forms, and the rules of the Nasdaq stock exchange.
Changes in Internal Control over Financial Reporting
The combination of continued acquisition integrations and systems
implementation activity undertaken during the
quarter and carried over from prior quarters, when considered in
the aggregate, represents a material change in our
internal control over financial reporting.
As previously reported, the full integration of TriMed Inc. (“TriMed”)
will extend beyond year-end and, therefore, we excluded TriMed, which represents less than 0.5% of our total
net
sales, from our annual assessment of internal control over financial
reporting as of December 28, 2024,
as permitted
by related SEC staff interpretive guidance for newly acquired businesses.
During the quarter ended December 28, 2024,
post-acquisition integration related activities continued for our
dental
and medical businesses acquired during prior quarters.
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.
Also, during the quarter ended December 28, 2024, we completed the systems
implementation activities for
implementing a new e-commerce system for our dental and medical
businesses in the UK.
Finally, we continued
systems implementation activities for our dental business in France and
Ireland.
All acquisitions, continued acquisition integrations and systems implementation
activities involve necessary and
appropriate change-management controls that are considered in our quarterly
assessment of the design and
operating effectiveness of our internal control over financial reporting.
The deficiencies in internal control over financial reporting identified
as of December 30, 2023 at the application
control level related to logical and user access management and segregation
of duties have continued to be the
subject of ongoing remediation, including implementation of specific
action plans and the testing/validation of
control operating effectiveness, which were substantially completed as of our year-end on December
28, 2024.
Management’s
Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f).
Our internal control system is designed to provide
reasonable assurance to our management and Board regarding the preparation
and fair presentation of published
financial statements.
Under the supervision and with the participation of our management,
including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control-Integrated
Framework (2013), updated
and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.
Based on our evaluation
under the COSO Framework, our management concluded that our
internal control over financial reporting was
effective at a reasonable assurance level as of December 28, 2024.
The effectiveness of our internal control over financial reporting as of December 28,
2024, has been independently
audited by BDO USA, P.C., an independent registered public accounting firm and their attestation is included
herein.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
all control issues, if any, within a company
have been detected.
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Henry Schein, Inc.
Melville, NY
Opinion on Internal Control over Financial Reporting
We
have audited Henry
Schein, Inc.’s
(the “Company’s”)
internal control over
financial reporting as
of December
28, 2024, based on
criteria established in Internal Control
– Integrated Framework (2013) issued
by the Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission
(the
“COSO
criteria”).
In
our
opinion,
the
Company
maintained,
in
all
material
respects,
effective
internal
control
over
financial
reporting
as
of
December
28,
2024,
based on the COSO criteria.
We
also
have
audited,
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December
30, 2023,
the related
consolidated statements
of income,
comprehensive income,
changes in
stockholders’ equity,
and cash
flows for
each of
the three
years in
the period
ended December
28, 2024,
and the
related notes
and our
report dated February 25, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s
management is
responsible for
maintaining effective
internal control
over financial
reporting and
for
its
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting,
included
in
the
accompanying
“Item 9A, Management’s
Report on Internal
Control over Financial Reporting”. Our
responsibility is to express
an
opinion on the
Company’s internal
control over financial
reporting based on
our audit. We
are a public
accounting
firm
registered
with
the
PCAOB and
are
required
to
be
independent
with
respect
to
the
Company in
accordance
with
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.
Those standards require
that we plan
and perform the
audit to
obtain reasonable assurance
about whether effective
internal
control
over
financial
reporting
was
maintained
in
all
material
respects.
Our
audit
included
obtaining
an
understanding
of
internal
control
over
financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing
and
evaluating
the
design
and
operating
effectiveness
of
internal
control
based
on
the
assessed
risk.
Our
audit also included performing
such other procedures as we
considered necessary in the
circumstances. We
believe
that our audit provides a reasonable basis for our opinion.
As indicated in
the accompanying “Item
9A, Management’s
Report on Internal
Control over Financial
Reporting”,
management’s assessment of and conclusion on the effectiveness of internal control
over financial reporting did not
include
the
internal
controls
of
TriMed
Inc.,
which was
acquired
on
April
1,
2024,
and
which is
included in
the
consolidated balance
sheets of
the Company
as of
December 28,
2024, and
the related
consolidated statements
of
income, comprehensive
income, changes
in stockholders’
equity,
and cash
flows for
the year
then ended.
TriMed
Inc. constituted less than 0.5% of total
net sales for the year ended
December 28, 2024. Management did not assess
the effectiveness of internal control
over financial reporting of TriMed
Inc. because of the timing of
the acquisition
which was
completed on April
1, 2024. Our
audit of
internal control over
financial reporting of
the Company also
did not include an evaluation of the internal control over financial reporting
of TriMed Inc.
Definition and Limitations of Internal Control over Financial Reporting
A
company’s
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding the
reliability of
financial reporting
and the
preparation of
financial statements
for external
purposes in
accordance
with
generally
accepted
accounting
principles.
A
company’s
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that
(1)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately and
fairly reflect
the transactions
and dispositions
of the
assets of
the company;
(2) provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
with generally
accepted accounting
principles, and
that receipts
and expenditures
of the
company are
being made
only
in
accordance with
authorizations of
management and
directors of
the
company; and
(3) provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use,
or
disposition
of
the
company’s assets that could have a material effect on the financial statements.
Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
of
effectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
with
the
policies or procedures may deteriorate.
/s/ BDO USA, P.C.
New York
,
NY
February 25, 2025
Item 9B. Other Information
Other Information
No
t applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART
III
Item 10. Directors, Executive Officers and Corporate Governance
Directors, Executive Officers and Corporate Governance
Information required by this item regarding our directors and executive
officers and our corporate governance is
hereby incorporated by reference to the Section entitled “Election of Directors,”
with respect to directors, and the
first paragraph of the Section entitled “Corporate Governance - Board
of Directors Meetings and Committees -
Audit Committee,” with respect to corporate governance, in each case
in our definitive 2025 Proxy Statement to be
filed pursuant to Regulation 14A and to the Section entitled “Information
about our Executive Officers” in Part I of
this report, with respect to executive officers.
There have been no changes to the procedures by which stockholders
may recommend nominees to our Board since
our last disclosure of such procedures, which appeared in our definitive
2024 Proxy Statement filed pursuant to
Regulation 14A on April 10, 2024.
Information required by this item concerning compliance with Section
16(a) of the Securities Exchange Act of
1934 is hereby incorporated by reference to the Section entitled
“Delinquent Section 16(a) Reports” in our
definitive 2025 Proxy Statement to be filed pursuant to Regulation 14A,
to the extent responsive disclosure is
required.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer and Controller.
We make available free of charge through our Internet website,
under the “About Henry Schein--Corporate Governance
Highlights” caption, our Code of
Ethics.
We intend to disclose on our Web
site any amendment to, or waiver of, a provision of the Code
of Ethics.
The Company
has
adopted an insider trading policy, and accompanying procedures, applicable to all of our TSMs
and members of our Board of Directors, which we believe is reasonably
designed to promote compliance with
insider trading laws, rules and regulations, and Nasdaq listing standards.
Our insider trading policy, which is
attached as Exhibit 19.1 to this Annual Report on Form 10-K,
prohibits our TSMs from trading in securities of the
Company while in possession of material, non-public information, and, among other
things, requires that
designated individuals holding certain positions only transact
in Company securities during an open window period
(with appropriate preclearance for members of our Executive Management
Committee and Board of Directors),
subject to limited exceptions.
The Company also requires periodic training for certain senior officers and
others
likely to learn material, non-public information in the course of their
job duties.
The Company also has a practice
that requires that any transactions by the Company in its securities
are pre-cleared by appropriate members of its
General Counsel’s office.
Item 11. Executive Compensation
Executive Compensation
The information required by this item is hereby incorporated by reference
to the Sections
entitled “Compensation
Discussion and Analysis,” “Compensation Committee Report” (which
information shall be deemed furnished in
this Annual Report on Form 10-K), “Executive and Director Compensation” and
“Compensation Committee
Interlocks and Insider Participation” in our definitive 2025 Proxy Statement
to be filed pursuant to Regulation 14A.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters
We maintain several stock incentive plans for the benefit of certain officers, directors and employees.
All active
plans have been approved by our stockholders.
Descriptions of these plans appear in the notes to our consolidated
financial statements.
The following table summarizes information relating to these plans as
of December 28, 2024:
Number of Common
Shares to be Issued Upon
Weighted-
Average
Number of Common
Exercise of Outstanding
Exercise Price of
Shares Available
for
Plan Category
Options and Rights
Outstanding Options
Future Issuances
Plans Approved by Stockholders
-
$
-
10,335,199
Plans Not Approved by Stockholders
-
-
-
Total
-
$
-
10,335,199
The other information required by this item is hereby incorporated by
reference to the Section entitled “Security
Ownership of Certain Beneficial Owners and Management” in our definitive
2025 Proxy Statement to be filed
pursuant to Regulation 14A.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is hereby incorporated by reference
to the Section entitled “Certain
Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and
Committees – Independent Directors” in our definitive 2025 Proxy Statement
to be filed pursuant to Regulation
14A.
Item 14. Principal Accounting Fees and Services
Principal Accounting Fees and Services
The information required by this item is hereby incorporated by reference
to the Section entitled “Independent
Registered Public Accounting Firm Fees and Pre-Approval Policies and
Procedures” in our definitive 2025 Proxy
Statement to be filed pursuant to Regulation 14A.
PART
IV
Item 15. Exhibits, Financial Statement Schedules
Exhibits, Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
Financial Statements:
Our Consolidated Financial Statements filed as a part of this report
are listed on the index on
Page 72.
Index to Exhibits:
See exhibits listed under Item 15(b) below.
(b) Exhibits
Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June
Fourth Amended and Restated By-Laws of Henry Schein, Inc., effective March 23, 2023.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on
Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of
October 20, 2021, by and among us, Metropolitan Life Insurance Company, MetLife
Investment Management, LLC and each MetLife affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on
Third Amended and Restated Master Note Facility, dated as of October 20, 2021, by and
among us, NYL Investors LLC and each New York Life affiliate which becomes party
thereto. (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed
Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October
20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party
thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed
Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,
AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on
Description of Securities. (Incorporated by reference to Exhibit 4.5 to our Annual Report
on Form 10-K for the fiscal year ended December 25, 2021 filed on February 15, 2022.)
Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as of May
21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc. 2020 Stock
Incentive Plan (as amended and restated effective as of May 21, 2020). (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2021.)**
Form of 2021 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated
effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**
Form of 2022 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and
restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May
Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated
effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed on May 7, 2024.)**
Form of 2024 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and
restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.3 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed on May
Henry Schein, Inc. 2024 Stock Incentive Plan, as amended and restated effective as of
May 21, 2024 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-
Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2015 filed on July 29, 2015.)**
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (as
amended and restated effective as of June 22, 2015). (Incorporated by reference to Exhibit
10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018
Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as amended and
restated effective as of May 23, 2023. (Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on May 25, 2023).**
Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan (as
amended and restated effective as of May 23, 2023). (Incorporated by reference to Exhibit
10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024
Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 28, 2013 filed on November
Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28,
2019 filed on February 20, 2020.)**
Amendment Number Two to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28,
Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September
26, 2020 filed on November 2, 2020.)**
Amendment Number Four to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on December 18, 2023.)**
Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25, 2004.
(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on
Schedule 14A, filed on April 27, 2004.)**
Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended
and restated effective as of January 1, 2005. (Incorporated by reference to Exhibit
10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,
2008 filed on February 24, 2009.)**
Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of
November 14, 2023. (Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on November 16, 2023.)**
Henry Schein, Inc. Incentive Plan and Plan Summary, effective as of January 1, 2024.
(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 30, 2024 filed on May 7, 2024.)**
Amended and Restated Employment Agreement dated as of November 28, 2022, by and
between Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2022.)**
Form of Amended and Restated Change in Control Agreement dated December 12, 2008
between us and certain executive officers who are a party thereto (James Breslawski,
Michael S. Ettinger, and Mark Mlotek, respectively). (Incorporated by reference to Exhibit
10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008
filed on February 24, 2009.)**
Form of Amendment to Amended and Restated Change in Control Agreement effective
January 1, 2012 between us and certain executive officers who are a party thereto (James
Breslawski, Michael S. Ettinger, and Mark Mlotek, respectively). (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 20, 2012.)**
Henry Schein, Inc. Executive Change in Control Plan, effective as of May 2, 2022 between
us and certain executive officers who are a party thereto (Ronald N. South). (Incorporated
by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 26, 2022 filed on May 3, 2022.)**
Form of Indemnification Agreement between us and certain directors and executive
officers who are a party thereto (Mohamed Ali, Deborah Derby, Carole T. Faig, Joseph L.
Herring, Robert J. Hombach, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Carol
Raphael, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D., FACP,
Stanley M. Bergman, James P. Breslawski, Michael S. Ettinger, Mark E. Mlotek and
Ronald N. South, respectively). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on November
Second Amended and Restated Revolving Credit Agreement, dated as of July 11, 2023,
among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, U.S. Bank National Association, as syndication agent, and TD Bank,
N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING
Bank, N.V. and HSBC Bank USA, N.A., as co-documentation agents. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 13, 2023.)
Term Loan Credit Agreement, dated as of July 11, 2023, among us, the several lenders
parties thereto, JPMorgan Chase Bank, N.A., as administrative agent,
U.S. Bank National Association, as syndication agent, and TD Bank, N.A.,
Bank of America, N.A. and UniCredit Bank, A.G., as co-documentation agents.
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as
servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent and the
various purchaser groups from time to time party thereto. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2013.)
Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller,
The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various
purchaser groups from time to time party thereto. (Incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K filed on September 26, 2014.)
Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November
Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)
Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the
various purchaser groups from time to time party thereto, as amended. (Incorporated by
reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2020 filed on August 4, 2020.)
Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)
Amendment No. 7 dated as of October 20, 2021 to Receivables Purchase Agreement, dated
as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 21, 2021.)
Amendment No. 8 dated as of December 15, 2022 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 filed on February 21, 2023.)
Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase Agreement
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank
of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to
time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and
among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as
buyer. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)
Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase Agreement
dated as of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as
seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser
groups from time to time party thereto and Receivables Sales Agreement, dated as of April
17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as
buyer. (Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)
Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our
wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on April 19, 2013.)
Strategic Partnership Agreement, dated January 29, 2025, by and between us and KKR
Hawaii Aggregator L.P. (Incorporated by reference to Exhibit 10.1 to our Current Report
on Form 8-K filed on January 29, 2025.)
Form of Registration Rights Agreement by and between us and KKR Hawaii Aggregator
L.P. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
Henry Schein, Inc. Insider Trading Policy (amended and restated as of January 1, 2025)+
Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Certification of our Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.+
Henry Schein, Inc. Dodd-Frank Clawback Policy, effective as of December 1, 2023.
(Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K for the
fiscal year ended December 30, 2023 filed on February 28, 2024.)**
Amendment No. 9 dated as of December 20, 2023 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 99.8 to our Annual Report on Form 10-K for the fiscal year ended
December 30, 2023 filed on February 28, 2024.)
Amendment No. 10 dated as of February 23, 2024 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 99.9 to our Annual Report on Form 10-K for the fiscal year ended
December 30, 2023 filed on February 28, 2024.)
Amendment No. 11 dated as of May 17, 2024 to Receivables Purchase Agreement, dated
as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 29, 2024 filed on August 6, 2024.)
Amendment No. 12 dated as of December 6, 2024 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto.+
101.INS
Inline XBRL Instance Document - the instance document does not appear
in the
Interactive Data File because its XBRL tags are embedded within the Inline
XBRL
document.+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K for the year ended
December 28, 2024,
formatted in Inline XBRL (included within Exhibit 101
attachments).+
Filed or furnished herewith.
**
Indicates management contract or compensatory plan or agreement.
Item 16. Form 10-K Summary
Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Henry Schein, Inc.
By: /s/ STANLEY M. BERGMAN
Stanley M. Bergman
Chairman and Chief Executive Officer
February 25, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature
Capacity
Date
/s/ STANLEY M. BERGMAN
Chairman, Chief Executive Officer
February 25, 2025
Stanley M. Bergman
and Director (principal executive officer)
/s/ RONALD N. SOUTH
Senior Vice President, Chief
Financial Officer
February 25, 2025
Ronald N. South
(principal financial and accounting officer)
/s/ MARK E. MLOTEK
Executive Vice President,
Chief Strategic Officer, and
February 25, 2025
Mark E. Mlotek
Director
/s/ MOHAMAD ALI
Director
February 25, 2025
Mohamad Ali
/s/ DEBORAH DERBY
Director
February 25, 2025
Deborah Derby
/s/ CAROLE T. FAIG
Director
February 25, 2025
Carole T. Faig
/s/ JOSEPH L. HERRING
Director
February 25, 2025
Joseph L. Herring
/s/ ROBERT J. HOMBACH
Director
February 25, 2025
Robert J. Hombach
/s/ KURT P.
KUEHN
Director
February 25, 2025
Kurt P.
Kuehn
/s/ PHILIP A. LASKAWY
Director
February 25, 2025
Philip A. Laskawy
/s/ ANNE H. MARGULIES
Director
February 25, 2025
Anne H. Margulies
/s/ CAROL RAPHAEL
Director
February 25, 2025
Carol Raphael
/s/ SCOTT SEROTA
Director
February 25, 2025
Scott Serota
/s/ BRADLEY T. SHEARES,
PH.D.
Director
February 25, 2025
Bradley T. Sheares,
Ph.D.
/s/ REED V.
TUCKSON, M.D., FACP
Director
February 25, 2025
Reed V.
Tuckson, M.D., FACP