10-K - HSIC - Equibles

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)

(

631

)

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:

☐

☒

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

“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

check

mark

whether

any

those

error

corrections

are

restatements

that

required

recovery

analysis

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:

☐

☒

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

PART I

ITEM 1.

Business

ITEM 1A.

Risk Factors

ITEM 1B.

Unresolved Staff Comments

ITEM 1C.

Cybersecurity

ITEM 2.

Properties

ITEM 3.

Legal Proceedings

ITEM 4.

Mine Safety Disclosures

PART II

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

ITEM 6.

[Reserved]

ITEM 7.

Management's Discussion and Analysis of Financial Condition

and Results of Operations

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 8.

Financial Statements and Supplementary Data

ITEM 9.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure

136

ITEM 9A.

Controls and Procedures

136

ITEM 9B.

Other Information

140

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

140

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

140

ITEM 11.

Executive Compensation

140

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

141

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

141

ITEM 14.

Principal Accounting Fees and Services

141

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

141

ITEM 16.

Form

10-K Summary

148

Signatures

149

Table of Contents

Index to Financial Statements

PART

ITEM 1.

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

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.

Table of Contents

Index to Financial Statements

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.

Table of Contents

Index to Financial Statements

Competition

The distribution and manufacture of health care supplies and equipment is

highly competitive.

Many of the health

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

In addition, our competitors could

obtain exclusive rights from manufacturers to market particular products.

Manufacturers also could seek to sell

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

that of other distributors.

In certain parts of the

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

medical end market manufacturers already

sell directly to end customers.

In North America, we compete with other distributors, as well as several

manufacturers, of dental and medical

products, primarily on the basis of price, breadth of product line, e-commerce

capabilities, customer service and

value-added products and services.

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

the

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

Company.

In addition, we

compete against a number of other distributors that operate on a national,

regional and local level.

Our primary

competitors in the U.S. medical distribution market, which accounts

for the large majority of our global medical

sales, are McKesson Corporation and Medline Industries, Inc., which are national

distributors.

We also compete

with a number of regional and local medical distributors, as well as a number

of manufacturers that sell directly to

physicians and patients in their homes.

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

and equipment to dental practices and

our competitors are primarily local and regional companies.

We also face significant competition internationally,

where we compete on the basis of price and customer service against

several large competitors, including the

GACD Group, Proclinic SA, Lifco AB, Nuent Group AB, Planmeca Oy and Billericay

Dental Supply Co. Ltd., as

well as a large number of other dental and medical product distributors and

manufacturers in international countries

and territories we serve.

Within Global Specialty Products,

our primary competitors include Straumann, Envista, Zimvie,

and Dentsply

Sirona.

With regard to our dental software, we compete against numerous companies, including the Eaglesoft

division of

Patterson Companies, Inc., Carestream Dental LLC, Centaur Software Development

Co Pty Ltd. (d.b.a.

dental4windows, dental4web), Open Dental Software, Inc., PlanetDDS

LLC, Good Methods Global Inc. (d.b.a.

CareStack), Curve Dental, LLC., the NextGen division of Quality Systems,

Inc., eClinicalWorks and Epic Systems

Corporation. In other software end markets, including revenue cycle

management, patient relationship management

and patient demand generation, we compete with companies such as Vyne Medical, Weave Communications, Inc.,

and Solutionreach, Inc.

Many of these competitors connect to our software platforms

through our API program.

Manufacturing and Raw Materials

We manufacture certain of our products for our specialty businesses (oral surgery solutions including dental

implants, endodontics, and orthopedics) at our 15 company manufacturing

sites.

We also outsource certain

manufacturing to third parties.

We purchase our raw materials from various third-party suppliers.

No single

supplier is material; however, raw materials may be sourced from a single supplier or a limited number

of suppliers

for reasons of quality assurance, regulatory requirements, cost, and availability.

We believe that we have a readily available supply of raw materials and components sourced from various

suppliers, for our significant products.

We may experience shortages of raw materials or purchased components.

In recent periods, we have experienced

increased costs and shortages of purchased components, which

had a negative impact on our profit margins and on

our sales for certain product categories, due to our inability to fully satisfy

demand.

Table of Contents

Index to Financial Statements

Competitive Strengths

We have 93 years of experience in distributing products to health care practitioners resulting in strong awareness of

the Henry Schein

brand.

Our competitive strengths include:

A focus on meeting our customers’ unique needs

We are committed to providing customized solutions to our

customers that are driven by our understanding of the end markets we

serve and that reflect the technology-driven

products and services best suited for their practice needs.

We are committed to continuing to enhance these

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

of new

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

Direct sales and marketing expertise.

Our sales and marketing efforts are designed to establish and solidify

customer relationships through personal or virtual visits by field sales representatives,

frequent direct marketing and

telesales contact, emphasizing our broad product lines, including exclusive

distribution agreements, competitive

prices and ease of order placement,

particularly through our e-commerce platforms.

The key elements of our direct

sales and marketing efforts are:

•

Field sales consultants.

Our field sales consultants, including equipment sales specialists, covering

major

North American, European and other international markets.

These consultants complement our direct

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

the sale of more

sophisticated products and equipment.

•

Marketing.

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

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

as through catalogs, flyers,

direct mail and other promotional materials.

Our strategies include an emphasis on educational content

through webinars and content marketing initiatives.

We continue to enhance our marketing technology to

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

•

Telesales.

We support our direct marketing effort with inbound and outbound telesales representatives,

who facilitate order processing, generate new sales through direct and frequent

contact with customers and

stay abreast of market developments and the hundreds of new products,

services and technologies

introduced each year to educate practice personnel.

•

Electronic commerce solutions.

We provide our customers and sales teams with innovative and

competitive e-commerce solutions.

We continue to invest in our e-commerce platform to offer enhanced

content management so customers can more easily find the products

they need and to enable an engaging

purchase experience, supported by excellent customer service.

•

Social media.

Our operating entities and employees engage our customers and

supplier partners through

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

communications and marketing

efforts.

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

customers beyond a sale and deliver services and solutions to specialized

audiences.

Cost-effective purchasing

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

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

We continuously evaluate our purchase

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

lowest possible cost.

In 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.

Efficient distribution

We distribute our products from our 36 strategically located distribution centers.

We strive

to maintain optimal inventory levels in order to satisfy customer demand

for prompt delivery and complete order

fulfillment.

These inventory levels are managed on a daily basis with

the aid of our management information

systems.

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

center nearest the customer’s

location for order fulfillment.

Table of Contents

Index to Financial Statements

Broad product and service offerings at competitive prices.

We offer

a broad range of products and services to our

customers, at competitive prices, in the following categories:

Global Distribution and Value-Added Services

•

Consumable merchandise and equipment.

We distribute consumable products, small equipment, laboratory

products, large equipment, equipment repair services, branded and generic pharmaceuticals,

vaccines,

dental specialty products, diagnostic tests, infection-control products and vitamins.

We stock a

comprehensive selection of more than 300,000 branded products and Henry

Schein corporate brand

products through our main distribution centers.

We also market and sell our own corporate brand portfolio

of cost-effective, high-quality consumable merchandise products.

•

Home health business.

We distribute homecare medical products, including incontinence, urology, ostomy,

enteral nutrition, advanced wound, and diabetes supplies, as well as

continuous glucose monitoring devices.

These products are delivered directly to patients in their homes, providing

convenience and accessibility

while supporting patient care and adherence to treatment plans.

•

Value

-added products and services.

We offer a broad range of value-added solutions, including continuing

education programs for practitioners, and consulting services.

Our suite of technology-driven tools and

expert advisory services helps health care professionals enhance practice efficiency and improve

patient

outcomes.

•

Repair services.

We have 129 equipment sales and service centers worldwide that provide a variety of

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

Our technicians provide

installation and repair services for dental handpieces,

dental and medical small equipment,

table-top

sterilizers and large dental equipment.

•

Financial service

We offer our customers solutions in operating their practices more efficiently by

providing access to a number of financial services and products

provided by third party suppliers (including

non-recourse financing for equipment, technology and software

products, non-recourse practice financing

for leasehold improvements, business debt consolidation and commercial

real estate, non-recourse patient

financing and credit card processing) at rates that we believe are generally

lower than what our customers

would be able to secure independently.

We also provide staffing services, dental practice valuation and

brokerage services.

Global Specialty Products

•

Dental implants and digital solutions.

We develop, manufacture, market and distribute a broad portfolio of

dental implants, prosthetic components, instruments and digital workflow

solutions for implant-based tooth

restorations.

With research and development and manufacturing facilities in the United States,

Switzerland, Germany, Brazil and France, we serve customers with various global and regional implant

brands across a wide range of price segments.

Supported by our specialized sales force, we market our

products and solutions in approximately 90 countries, directly to dental practices

and surgical specialists

via our sales subsidiaries and our network of international third-party and

Henry Schein distribution

partners.

•

Biomaterials.

We market and distribute a broad portfolio of biomaterials for dental tissue

regeneration.

The product portfolio primarily consists of a broad range of

privately branded allograft,

xenograft, and synthetic biomaterials.

Our dedicated biomaterial specialists support our direct implant

sales force and Henry Schein oral surgery-focused distribution channels.

•

Orthodontics.

We develop, manufacture, and distribute a comprehensive range of orthodontic products,

including brackets, braces, aligners, and accessories.

In collaboration with leading clinicians, our research

and development teams drive innovation to enhance patient care.

With manufacturing facilities in the

Table of Contents

Index to Financial Statements

Unted States, Mexico, and France, we serve dental practices in over

70 countries through our specialized

sales force, international partners, and the Henry Schein distribution

network.

•

Endodontics

We develop, manufacture, market and distribute a complete portfolio of endodontic products

across multiple brands catering to both endodontic specialists and general

practitioners.

This includes

stainless steel and NiTi shaping files, irrigation solutions, endodontic power equipment, sealers,

and root

repair materials.

Leveraging our research and development and manufacturing facilities

in the United

States, Switzerland, and Brazil we focus on delivering meaningful

innovation to help advance endodontic

care, provide advanced training and education through a network of training

centers and digital services,

and serve our customers through multiple brands and multiple channels

addressing all segments of the

market.

By investing in dedicated endo-specific competencies and resources

to support our different sales

channels, we are successfully marketing our products and brands

in over 90 countries.

•

Orthopedics

We develop, manufacture and distribute innovative implants and instruments that are

designed to treat injuries, diseases and disorders of the limbs, joints

and related tissues in the upper and

lower extremities.

We also provide surgical accessories, including blades, burs, drills, a variety of pins and

wires to support orthopedic surgical procedures, and a portfolio of specialized instruments

designed to

simplify implant removal and preserve patient bone-stock during

revision arthroplasty procedures.

employ an extensive global network of independent sales agencies

and direct sales specialists, and we

partner closely with IDNs and GPOs.

The majority of our revenue is generated in the United States market,

with the remaining revenue coming from Canada and countries in Latin America,

Europe and Asia Pacific

region.

•

Other.

We also source or manufacture other medical and dental health care products and services that are

sold to customers, including handpiece and small equipment, rotary, hand instruments, and repair services,

restoratives and preventives, as well as certain other health care-related

consumable merchandise products

and services.

Global Technology

•

We sell practice management, business analytics, patient engagement and patient demand creation software

solutions to our dental customers.

Our practice management solutions provide practitioners with electronic

medical records, patient treatment history, analytics, billing, accounts receivable analyses and management,

appointment calendars, electronic claims processing and word processing

programs, network and hardware

services, e-commerce and electronic marketing services, e-Prescribe medications

and prescription

solutions, sourcing third party patient payment plans, and transition services

and training and education

programs for practitioners.

We have technical representatives supporting customers using our practice

management solutions and services.

As of December 28, 2024, we had an active user base of approximately 100,000

practices and 321,000

consumers, including users of AxiUm®, Dentally®, Dentrix Ascend®,

DentalVision®, Dentrix® Dental

Systems, EXACT®, Gesden®, Jarvis Analytics®, Julie® Software, Oasis,

Officite™, OrisLine®, PBS

Endo®, Power Practice® Px and subscriptions for Demandforce®,

Sesame, and Lighthouse 360® for

dental practices and DentalPlans.com® for dental patients.

Commitment to superior customer service

We maintain a strong commitment to providing superior customer

service.

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

reports.

Our customer service policy primarily focuses on:

•

Exceptional order fulfillment.

We ship an average of approximately 142,000 cartons daily.

•

Comprehensive ordering process.

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

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

Table of Contents

Index to Financial Statements

Integrated management information systems

Certain of our information systems generally allow for centralized

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

sales, order fulfillment and financial and operational reporting.

These systems allow us to manage our growth,

deliver superior customer service, properly target customers, manage financial

performance and monitor daily

operational statistics.

Products and Services

The following table sets forth the percentage of consolidated net sales

by principal categories of products and

services offered through our Global Distribution and Value-Added Services,

Global Specialty Products, and Global

Technology reportable segments:

December 28,

December 30,

December 31,

2024

2023

2022

Global Distribution and Value

-Added Services:

Dental merchandise

(1)

37.3

38.8

37.7

Dental equipment

(2)

13.6

13.5

Value

-added services

(3)

1.8

1.6

1.2

Total

Dental

52.7

53.9

52.4

Medical

(4)

32.2

31.7

34.4

Total

Global Distribution and Value

-Added Services:

84.9

85.6

86.8

Global Specialty Products

(5)

11.4

10.8

10.1

Global Technology

(6)

5.0

4.9

4.3

Eliminations

(1.3)

(1.2)

Total

100.0

(1)

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

implants, gypsum, acrylics, articulators, abrasives, PPE products,

and our own corporate brand of consumable merchandise.

(2)

Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and

high-tech and digital restoration equipment.

(3)

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

(4)

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

products, equipment, PPE products and vitamins.

(5)

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.

(6)

Consists of practice management software, e-services, and other products, which are distributed to health care providers.

Table of Contents

Index to Financial Statements

Business Strategy

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

services; and to be trusted advisors and

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

care and enhance their practice

management efficiency and profitability.

Our BOLD+1 Strategic Plan consists of the following:

•

Build (“B”)

Complementary software, specialty, and services businesses for high growth

•

Operationalize (“O”)

One Distribution to deliver exceptional customer experience, increased

efficiency,

and growth

•

Leverage (“L”)

One Schein to broaden and deepen relationships with our customers

•

Drive (“D”)

Digital transformation for our customers and for Henry Schein

•

Create Value

for our stakeholders

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

•

Increase penetration of our existing customer base.

We have over one million customers worldwide and

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

or secure our position as their

primary supplier.

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

software solutions that can help drive improved workflow efficiency and patient communications

for

practices, coupled with our full-service value proposition, helps us to retain

and grow our customer base.

•

Increase the number of customers we serve.

This strategy includes increasing the productivity of our field

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

database to focus our marketing efforts

in all of our operating segments.

In the dental business, we provide products and services to

independent

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

and government sites of

care.

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

new

markets.

In the medical business, we have expanded to serve customers

located in settings outside of the

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

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

and providing them with the

products and services they need.

•

Leverage our value-added products and services.

We continue to increase cross-selling efforts for key

product lines utilizing a consultative selling process.

We have significant cross-selling opportunities

between our dental software users and our dental customers, and opportunities

to expand our vaccine,

injectables and other pharmaceuticals sales to health care practitioners, as

well as cross-selling EHR

systems and software when we sell our core products.

Our strategy extends to providing health systems,

integrated delivery networks and other large group and multi-site health care organizations,

including

physician clinics, these same value-added products and services.

As physicians and health systems closely

align, we have increased access to opportunities for cross-marketing

and selling our product and service

portfolios.

•

Pursue strategic acquisitions and joint ventures.

Our acquisition strategy is focused on investments in

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

footprint (whether entering a

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

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

Markets Served

Demographic trends indicate that our markets are growing, as an

aging U.S. population is increasingly using health

care services.

According to the U.S. Census Bureau’s International Database, between 2024 and 2034, the

population of people aged 45 and older is expected to grow by approximately

10%.

Between 2024 and 2044, this

age group is expected to grow by approximately 18%.

This compares with expected total U.S. population growth

rates of approximately 4% between 2024 and 2034 and approximately 6%

between 2024 and 2044.

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

the population increases.

There is increasing demand for new technologies that allow

dentists to increase

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

At the same time, there is

an expected increase in dental insurance coverage.

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

acute-care settings to physicians’

offices and home health settings, a trend that we believe provides additional opportunities

for us.

There also is the

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

settings.

We believe we have

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

practitioner.

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

important value-added services, including practice management software,

electronic claims processing, financial

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

efficiency.

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

opportunities exist.

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

manufacturing companies.

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

Note 4 – Segment and Geographic Data

of “Notes to Consolidated Financial Statements.”

Seasonality and Other Factors Affecting Our Business and Quarterly Results

We experience fluctuations in quarterly earnings.

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

securities analysts and investors, which could cause our stock price

to decline.

Our business is subject to seasonal and other quarterly fluctuations.

Sales and profitability generally have been

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

products (including influenza vaccine),

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

equipment and

software) and year-end promotions.

Sales and profitability may also be impacted by the timing of

certain annual

and biennial dental tradeshows where equipment promotions are offered.

In addition, some dental practices delay

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

We expect our historical seasonality of sales

to continue in the foreseeable future.

Governmental Regulations

strive to be compliant in all material respects with the applicable

laws, regulations and guidance described

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

compliance.

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

guidance may be subject to varying and evolving interpretations that could

affect our ability to comply, as well as

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

When we discover situations of

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

Changes to applicable laws, regulations and guidance described below, as well as related administrative or judicial

interpretations, may require us to update or revise our operations, services,

marketing practices and compliance

programs and controls, and may impose additional and unforeseen costs

on us, pose new or previously immaterial

risks to us, or may otherwise have a material adverse effect on our business.

Government

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

exportation, marketing, sale and

promotion of pharmaceuticals and/or medical devices, and in this regard, we

are subject to extensive local, state,

federal and foreign governmental laws and regulations, including as applicable

to our wholesale distribution of

pharmaceuticals and medical devices, manufacturing activities, and as part of

our specialty home medical supplies

businesses that distribute and sell medical equipment and supplies directly

to patients.

Federal, state and certain

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foreign governments have also increased enforcement activity in the health care

sector, particularly in areas of fraud

and abuse, anti-bribery and anti-corruption, controlled substances handling,

medical device regulations and data

privacy and security standards.

Certain of our businesses involve pharmaceuticals and/or medical devices,

including orthopaedic, in vitro

diagnostic devices, software regulated as a medical device, and sales of

medical equipment and supplies directly to

patients, that are paid for by third parties and/or patients and must operate in

compliance with a variety of

burdensome and complex coding, billing and record-keeping requirements in

order to substantiate claims for

payment under federal, state and commercial health care reimbursement programs.

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

and there have

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

unsuccessful, to

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

as amended by the Health Care

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

the “ACA”).

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

local and foreign laws and regulations,

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

and disposal of hazardous or

potentially hazardous substances; “forever chemicals” such as per-and

polyfluoroalkyl substances; amalgam bans;

pricing disclosures; supply chain transparency around labor practices; and safe working

conditions.

In addition,

activities to control medical costs, including laws and regulations lowering

reimbursement rates for

pharmaceuticals, medical devices, medical supplies and/or medical treatments

or services, are ongoing.

For

example, the Centers for Medicare & Medicaid Services’ (“CMS”) 2024 durable

medical equipment, prosthetics,

orthotics and supplies (“DMEPOS”) reimbursement schedule, which was

effective January 1, 2024, reduced the

DMEPOS reimbursement rates for non-rural suppliers, such as us, by removing

the Coronavirus Aid, Relief, and

Economic Security (“CARES”) Act relief rates in effect during the COVID-19 pandemic.

These and other laws

and regulations are subject to change and their evolving implementation

may impact our operations and our

financial performance.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

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

impact our financial performance,

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

effect on our business.

Operating, Security and Licensure Standards

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

laws and regulations relating to the

manufacturing and/or distribution of pharmaceuticals and medical devices

and supplies.

Among the United States

federal laws applicable to us are the Controlled Substances Act, the Federal Food,

Drug, and Cosmetic Act, as

amended (“FDC Act”), Section 361 of the Public Health Service Act and Section

401 of the Consolidated

Appropriations Act of the Social Security Act, as well as laws regulating

the billing of and reimbursement from

government programs, such as Medicare and Medicaid, and from commercial payers.

are also subject to

comparable foreign regulations.

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

and similar foreign laws generally

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

sampling, pricing and

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

reporting, and distribution of, and

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

states may similarly regulate such activities within the state.

Furthermore, Section 361 of the Public Health Service

Act, which provides authority to prevent the introduction, transmission

or spread of communicable diseases, serves

as the legal basis for the United States Food and Drug Administration’s (“FDA”) regulation of human

cells, tissues

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

The Federal Drug Quality and Security Act of 2013 regulates pharmaceutical

supply chain requirements and pre-

empts certain state laws.

Title II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”),

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establishes a national electronic, interoperable system to identify and trace

certain prescription drugs as they are

distributed in the United States that went into effect on November 27, 2023.

The law’s track and trace requirements

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

trading partners), repackagers and

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

and, as stated, continues to be

implemented.

The DSCSA product tracing requirements replace the former FDA

drug pedigree requirements and

pre-empt certain state requirements that are inconsistent with, more stringent

than, or in addition to, the DSCSA

requirements.

Those DSCSA requirements that were scheduled to change on November

27, 2023, and include requiring trading

partners to provide, receive and maintain documentation about products and

ownership only “electronically” (and

not via paper), were subject to a one-year “stabilization period” announced by

the FDA through two guidance

documents in late August 2023.

The FDA permitted the stabilization period to accommodate an additional

year,

until November 27, 2024, to allow trading partners to implement, troubleshoot

and mature their electronic (versus

paper), interoperable systems, during which time the FDA did not intend to

take action to enforce the requirements

for the interoperable, electronic, package level product tracing.

Additionally, the FDA announced that it did not

intend to take action to enforce the portion of the FDC Act with respect

to drug product that was introduced in a

transaction into commerce by the product’s manufacturer or repackager before November 27, 2024, and for

subsequent transactions of such product through the product’s expiry.

The FDA stated this stabilization period was

intended to avoid disruption to the supply chain and ensure continued patient

access to drug products as trading

partners move towards full implementation of the DSCSA’s

enhanced drug security requirements.

The FDA again

extended the stabilization period in late 2024 as follows: (1) manufacturers and

repackagers: May 27, 2025; (2)

wholesale distributors: August 27, 2025; (3) dispensers with 26 or more pharmacists

and technicians: November 27,

2025; and (4) small dispensers: November 27, 2026.

The FDA stated that these continued exemptions apply to any

product transacted by eligible trading partners who have initiated their “systems

and processes, as described in

section 582(g)(1) of the FD&C Act,” including electronic DSCSA data connections

with immediate trading

partners by November 27, 2024.

The additional time extends to trading partners throughout the pharmaceutical

distribution supply chain who subsequently engage in a transaction including such

product.

The FDA also stated

that, for the purposes of these exemptions, eligible trading partners are those

who have initiated their systems and

processes by successfully completing data connections with their

immediate trading partners, and those trading

partners who initiated processes including documentation of efforts to establish data

connections, but were not able

to fully complete these processes.

The DSCSA also establishes certain requirements for the licensing and operation

of prescription drug wholesalers

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

creation of national wholesaler and 3PL

licenses in cases where states do not license such entities.

The DSCSA requires that wholesalers and 3PLs

distribute drugs in accordance with certain standards regarding the recordkeeping,

storage and handling of

prescription drugs.

The DSCSA requires wholesalers and 3PLs to submit annual reports

to the FDA, which include

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

and address of each facility, and

contact information.

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

any licensing requirements

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

by the standards established by federal

law in this area.

Current state licensing requirements concerning wholesalers will

remain in effect until the FDA

issues new regulations as directed by the DSCSA.

The FDA issued a proposed rule establishing wholesaler and

3PL national standards for licensing and other requirements in February 2022,

but that rule has not yet been

finalized.

In addition, with respect to our specialty home medical supplies business,

we are subject to certain state

licensure laws (including state pharmacy laws), and also certain accreditation standards,

including to qualify for

reimbursement from Medicare, Medicaid, and other third-party payers.

The Food and Drug Administration Amendments Act of 2007 and

the Food and Drug Administration Safety and

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

regulations to implement a unique

device identification (“UDI”) system for medical devices.

The UDI rule phased in the implementation of the UDI

regulations, generally beginning with the highest-risk devices (i.e., Class

III medical devices) and ending with the

lowest-risk devices.

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

(“UDIs”), with a

content and format prescribed by the FDA and issued under a system operated

by an FDA-accredited issuing

agency, on the labels and packages of medical devices (including, but not limited to, certain software that qualifies

as a medical device under FDA rules), and to directly mark certain devices

with UDIs.

The UDI regulations also

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require labelers to submit certain information concerning UDI-labeled devices

to the FDA, much of which

information is publicly available on an FDA database, the Global Unique Device

Identification Database (GUDID).

The UDI regulations and subsequent FDA guidance regarding the UDI

requirements provide for certain exceptions,

alternatives and time extensions.

For example, the UDI regulations include a general exception

for Class I devices

exempt from the Quality System Regulation (other than record-keeping

requirements and complaint files).

Regulated labelers include entities such as device manufacturers, repackagers,

reprocessors and relabelers that

cause a device’s label to be applied or modified, with the intent that the device will be commercially distributed

without any subsequent replacement or modification of the label and include certain

of our businesses.

The FDA

also released a final rule in February 2024 to amend, effective February 2026, certain device current

good

manufacturing practice requirements in 21 CFR Part 820 (Quality System Regulation)

to align more closely with

the international consensus standard (ISO 13485) specific for device quality

management systems requirements

(QMSR) used by other countries.

As a distributor of controlled substances, we are required, under

the Controlled Substances Act, to obtain and renew

annually registrations for our facilities from the United States Drug Enforcement

Administration (“DEA”)

permitting us to handle controlled substances.

are also subject to other statutory and regulatory requirements

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

and distribution of such drugs, in

accordance with the Controlled Substances Act and its implementing regulations,

and these requirements have been

subject to heightened enforcement activity in recent times.

are subject to inspection by the DEA.

Certain of

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

with, and comply with operating and security

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

and Human Services (“HHS”), and

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

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

operations and location of product

distribution, manufacturing or sale.

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

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

products, or own pharmacy

operations, or install, maintain or repair equipment.

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

and/or criminal penalties for the transfer of human organs, as defined in the regulations,

for valuable consideration,

while generally permitting payments for the reasonable costs incurred

in their procurement, processing, storage and

distribution.

are also subject to foreign government regulation of such products.

The DEA, the FDA and state

regulatory authorities have broad inspection and enforcement powers, including

the ability to suspend or limit the

distribution of products by our distribution centers, seize or order the

recall of products and impose significant

criminal, civil and administrative sanctions for violations of these laws and regulations.

Foreign regulations subject

us to similar foreign enforcement powers.

EU Regulation of Medicinal and Dental Products

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

as does EU law.

The latter regulates

certain matters, most notably medicinal products and medical devices.

Medicinal products are defined, broadly, as

substances or combinations of substances having certain functionalities and

may not include medical devices.

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

by the individual laws of member

states.

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

of 6 November 2001, as amended by

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

of 31 March 2004.

These rules

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

importation, marketing and distribution.

It implements requirements which may be implemented without warning, as

well as a national pharmacovigilance

system under which marketing authorizations may be withdrawn, and includes

potential sanctions for breaches of

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

EU Regulation No. 1223/2009 of 30 November 2009

on cosmetic products

requires that cosmetic products (which

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

or reasonably foreseeable conditions of

use and comply with certain obligations which apply to manufacturers,

importers and distributors.

It includes

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

of products, along with other

sanctions.

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

(“EU MDR”) covers a wide scope of

our activities, from dental material and medical devices to X-ray machines,

and certain software.

It was meant to

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

However, on April 23, 2020, to allow

European Economic Area (“EEA”) national authorities, notified bodies,

manufacturers and other actors to focus

fully on urgent priorities related to the COVID-19 pandemic, the European Council

and Parliament adopted

Regulation 2020/561, postponing the date of application of the EU MDR by

one year (to May 26, 2021).

The EU MDR significantly modifies and intensifies the regulatory compliance

requirements for the medical device

industry as a whole.

Among other things, the EU MDR:

•

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

once they are available;

•

establishes explicit provisions on manufacturers’ responsibilities

for the follow-up of the quality,

performance and safety of devices placed on the market;

•

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

end-user or patient through

a unique identification number;

•

sets up a central database to provide patients, health care professionals and

the public with comprehensive

information on products available in the EU;

•

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

as implants, which may have to

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

•

identifies importers and distributors and medical device products through

registration in the EUDAMED

database,

which comprises several modules that are not yet fully functional.

In order not to hinder the

mandatory use of EUDAMED by the functional delay of a single module,

the new Regulation No.

2024/1860 of 13 June 2024 has therefore amended Article 34 of the EU

MDR to organize a gradual

commissioning of the various modules of EUDAMED, once they have been

independently audited and

declared operational by means of a Commission notice published

in the Official Journal of the European

Union. In this case, the obligations and requirements relating to the concerned

electronic modules of

EUDAMED will apply six months after the date of publication of

the notice.

These changes came into

force on July 9, 2024; and

•

as amended by the above-mentioned Regulation No. 2024/1860,

contains specific provisions in the event of

interruption or discontinuation of supply of a device.

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

the regulatory

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

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

surveillance.

Regulation 2023/607 of the European Parliament and of the Council of

March 15, 2023

amending Regulations (EU)

2017/745 and (EU) 2017/746 as regards the transitional provisions for certain medical devices and in vitro

diagnostic medical devices

has, notably, extended the EU MDR transitional periods applicable to certain medical

devices that have been assessed and/or certified under the Directive No.

93/42/EEC of 1993

concerning medical

devices

(“EU Medical Device Directive”).

Subject to certain conditions, medical devices that (i) obtained a

certificate under the EU Medical Device Directive from May 25, 2017,

(ii) which was still valid on May 26, 2021,

and (iii) has not been subsequently withdrawn may, for the moment, continue to be placed on the market or put into

service until December 31, 2027 for higher risk devices or December 31, 2028

for medium and lower risk devices.

Nevertheless, EU MDR requirements regarding the distribution, marketing

and sale including quality systems and

post-market surveillance have to be observed by manufacturers, importers and

distributors as of the application date

(i.e., since May 26, 2021).

Other EU regulations that may apply under appropriate circumstances

include EU Regulation No. 1907/2006 of 18

December 2006

concerning the Registration, Evaluation, Authorisation and

Restriction of Chemicals

, which

requires importers to register substances or mixtures that they import

in the EU beyond certain quantities, and the

EU Regulation No. 1272/2008 of 16 December 2008

on classification, labelling and packaging of substances and

mixtures

(recently amended by Regulation No. 2024/2865 of October 23,

2024, whose provisions come into force

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on different dates), which sets various obligations with respect to the labelling and

packaging of concerned

substances and mixtures.

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

require us to delay product

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

action with respect to products we

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

losses and potential reputational

harm.

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

and foreign governmental regulations,

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

of our products.

Antitrust and Consumer Protection

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

foreign countries have antitrust laws that

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

protection laws that seek to

protect consumers from improper business practices.

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

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

agencies.

Violations of antitrust

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

and civil penalties.

Private

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

law violations, including

claims for treble damages.

EU law also regulates competition and provides for detailed rules protecting

consumers.

Health Care Fraud

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

foreign) health care fraud and abuse, referral

and reimbursement laws and regulations with respect to their operations.

Some of these laws, referred to as “false

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

claims for reimbursement to

federal, state and other health care payers and programs.

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

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

of a patient or ordering,

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

that are

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

Certain additional state and federal laws, such

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

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

the physician (or family member) has a

financial relationship, for the furnishing of certain designated health services

(for example, durable medical

equipment and medical supplies), unless an exception applies.

Violations of the federal Anti-Kickback Statute or

the Stark Law may be enforced as violations of the federal False Claims

Act.

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

enforcement activity over the past few

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

serve as whistleblowers by filing

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

under applicable false claims laws,

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

Penalties under fraud and abuse laws may be

severe, including treble damages and substantial civil penalties under

the federal False Claims Act, as well as

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

health care programs, criminal penalties,

or imposition of a corporate integrity agreement or corporate compliance

monitoring which could have a material

adverse effect on our business.

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

regulatory or

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

in our operations or incur substantial defense

and settlement expenses.

Even unsuccessful challenges by regulatory authorities or private

relators could result in

reputational harm and the incurring of substantial costs.

Most states have adopted similar state false claims laws,

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

to federal False Claims Act penalties, as

well as other fraud and abuse laws.

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

about

financial relationships between suppliers, manufacturers and distributors on

the one hand and physicians, dentists

and other health care professionals on the other.

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

as necessary to facilitate compliance.

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

concerning the conduct of our foreign

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

Act, German anti-corruption laws

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

books and records, which have been

the focus of increasing enforcement activity globally in recent years.

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

abuse laws and regulations, and

have adequate compliance programs and controls in place to ensure substantial

compliance, we cannot predict

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

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

to comply with applicable law, could have

a material adverse effect on our business.

Affordable Care Act (ACA) and Other Insurance Reform

The ACA increased federal oversight of private health insurance plans and

included a number of provisions

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

provide access to increased health coverage.

The ACA also materially expanded the number of individuals

in the

United States with health insurance.

The ACA remains subject to ongoing legal and political challenges

that

contribute to create uncertainty, and any outcomes of those challenges could have a significant impact on the

U.S.

health care industry.

The federal Physician Payments Sunshine Act or Open Payments Program

(the “Sunshine Act”) imposes annual

reporting and disclosure requirements for drug and device manufacturers and

distributors with regard to payments

or other transfers of value made to certain covered recipients (including physicians,

dentists, teaching hospitals,

physician assistants, nurse practitioners, clinical nurse specialists, certified

registered nurse anesthetists, and

certified nurse midwives), and for such manufacturers and distributors

and for group purchasing organizations, with

regard to certain ownership interests held by covered recipients in

the reporting entity.

CMS publishes information

from these reports on a publicly available website, including amounts transferred

and physician, dentist, teaching

hospital, and non-physician practitioner identities.

The Sunshine Act pre-empts similar state reporting laws,

although we or our subsidiaries may be required to report under certain

state transparency laws that address

circumstances not covered by the Sunshine Act, and some of these state laws,

as well as the federal law, can be

unclear.

are also subject to foreign regulations requiring transparency of certain

interactions between suppliers

and their customers.

In the United States, federal and state government actions to seek to increase

health-related price transparency may

also affect our business.

For example, CMS requires hospitals to publish online a

list of their standard charges for

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

charges, in a

publicly accessible online file, and payers to disclose in-network negotiated

rates, including with device suppliers

and manufacturers, and historical out-of-network allowed amounts for all

covered items and services, including

prescription drugs. Hospitals are also required to publish a consumer-friendly

list of standard charges for certain

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

advance) and associated ancillary services

or, alternatively, maintain an online price estimator tool.

These requirements went into effect in three stages from

2022 to 2024.

CMS may impose civil monetary penalties for noncompliance with

these price transparency

requirements.

In addition to a variety of transparency measures being enacted

at the state level, the federal No

Surprises Act (“NSA”) imposes additional price transparency requirements.

The NSA is intended to reduce the

number of “out-of-network” patients.

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

other

providers, which may cause financial stress to those providers who

are dependent on higher out-of-network fees.

The Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”),

enacted on April 16, 2015, established

the Quality Payment Program, which modifies certain Medicare Part B payments

to “eligible clinicians,” including

physicians, dentists and other practitioners.

Under MACRA, certain eligible clinicians are required to participate

Medicare through the Merit-Based Incentive Payment System (“MIPS”) or Advanced

Alternative Payment Models,

through which Medicare Part B is adjusted up or down based on reported

data related to quality, promoting

interoperability, cost and improvement activities.

MIPS eligible clinicians must report performance year data by

March 31 of the following calendar year.

Payment adjustments, based on submitted data, are applied to Medicare

Part B claims during the performance year following data submission.

MACRA provides substantial financial

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

information technology and

reporting obligations.

MACRA continues to evolve and its implications depend on future regulatory

activity and

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physician activity in the marketplace.

New state-level payment and delivery system reform programs,

including

those modeled after such federal programs, are also increasingly being rolled

out through Medicaid administrators,

as well as through the private sector, which may further alter the marketplace and impact our business.

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

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

President, executive branch

agencies and various states.

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

(including relabelers and repackagers) to provide advance notice of certain

price increases and to report information

relating to those price increases, while others have taken legislative or administrative

action to establish

prescription drug affordability boards or multi-payer purchasing pools to reduce the cost of

prescription drugs.

the federal level, section 1927 of the Social Security Act sets forth Average Sales Price (ASP) reporting

requirements for manufacturers (including repackagers and relabelers) and

requires that manufacturers provide

CMS with pricing information for their Part B-covered drugs no later than

30 days after the close of the previous

quarter.

Also at the federal level, several related bills have been introduced and regulations

proposed which, if

enacted or finalized, respectively, would impact drug pricing and related costs.

Also, at the federal level, the

Inflation Reduction Act of 2022, among other things, requires drug manufacturers

that raise certain of their drug

prices faster than the rate of inflation to pay rebates to Medicare, and over time will authorize

the federal

government to negotiate directly with drug manufacturers to lower the

prices of certain brand-name drugs covered

by Medicare.

These various evolving efforts create uncertainty and may adversely affect our business.

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

industry in the United

States is under intense scrutiny and subject to fundamental changes.

cannot predict what further reform

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

EU Directive on the pricing and reimbursement of medicinal products

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

implemented by EU member

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

relating to the transparency of measures regulating the

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

systems

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

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

medicines and their level

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

of persons responsible for placing

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

the list of products covered by national

health insurance systems.

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

the United States, but a growing

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

the

transparency of relationships in the health care sector.

The scope of these laws varies from one member state to

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

associations, students preparing for medical professions or their associations,

teachers, health establishments or

publishers of prescription and dispensing assistance software.

Regulated Software; Electronic Health Records; Privacy

The FDA has become increasingly active in addressing the regulation of

computer software and digital health

products intended for use in health care settings, including, for

example, most recently, with respect to artificial

intelligence and machine learning-enabled medical devices, and the

cybersecurity of medical devices.

Certain of

our businesses involve the development and sale of software and related

products, including to support physician

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

government authorities could determine

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

or one or more of our businesses to

substantial additional requirements with respect to these products.

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

products, our specialty home

medical supplies business, and our self-insured health plans include electronic

information technology systems that

store and process personal health, clinical, financial and other sensitive information

of individuals.

These

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information technology systems may be vulnerable to breakdown, wrongful

intrusions, data breaches and malicious

attack, which could require us to expend significant resources to eliminate

these problems and address related

security concerns and could involve claims against us by private parties and/or

governmental agencies.

For

example, we are directly or indirectly subject to numerous and evolving

federal, state, local and foreign laws and

regulations that protect the privacy and security of personal information,

such as the federal Health Insurance

Portability and Accountability Act of 1996, as amended, and implementing

regulations (“HIPAA”) under which

parts of our business are covered entities or business associates, the Controlling

the Assault of Non-Solicited

Pornography and Marketing Act (“CAN-SPAM”), the Telephone

Consumer Protection Act of 1991 (“TCPA”),

Section 5 of the Federal Trade Commission Act (“FTC Act”), the California Privacy Act (“CCPA”), various other

state comprehensive and health data-specific privacy laws that have or will soon

come into effect, and several

privacy bills have been proposed both at the federal and state level that may

result in additional legal requirements

that impact our business.

Laws and regulations relating to privacy and data protection are

continually evolving and

subject to potentially differing interpretations, including those relating to artificial

intelligence, the proliferation of

which may result in additional regulation.

These requirements may not be harmonized, may be interpreted and

applied in a manner that is inconsistent from one jurisdiction to another or

may conflict with other rules or our

practices.

In addition, cybersecurity laws such as the federal Cyber Incident

Reporting for Critical Infrastructure

Act of 2022, proposed Federal Acquisition Regulations, and amendments

to SEC reporting requirements may

require us to provide notifications about cybersecurity incidents in limited

timeframes and before investigations are

complete.

Our businesses’ failure to comply with these laws and regulations could

expose us to breach of contract

claims, substantial fines, penalties and other liabilities and expenses, costs for

remediation and harm to our

reputation.

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

ability of our customers to obtain, use

or disseminate patient information, or could require us to incur significant

additional costs to re-design our products

to reflect these legal requirements, which could have a material adverse effect on our

operations.

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

General Data Protection

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

for individuals (“Data

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

employees.

The GDPR extended the scope

of responsibilities for data controllers and data processors, and generally

imposes increased requirements and

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

the EU and process personal data of Data

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

in the EU but that offer goods or services

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

can result in penalties of up to the

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

that may be public), and Data Subjects

may seek damages.

Member states may individually impose additional requirements

and penalties regarding

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

such as employee personal data.

With

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

controller accountability, consents

from Data Subjects or another acceptable legal basis to process the personal

data, notification within 72 hours of a

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

storage, use or other processing of the personal data.

The GDPR also provides rights to Data Subjects relating

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

the right to object to the processing.

Despite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws (UK

GDPR).

Uncertainty about compliance with the GDPR and EU data protection

laws remains, with the possibility

that data protection authorities located in different EU Member States may interpret GDPR

differently, or

requirements of national laws may vary between the EU Member States, or guidance

on GDPR and compliance

practices may be often updated or otherwise revised.

Any of these events will increase the complexity and costs of

processing personal data in the UK or European Economic Area or concerning

individuals located in the UK or

European Economic Area.

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

Law (“PIPL”), which took effect

on November 1, 2021.

The PIPL imposes specific rules for processing personal information

and it also specifies

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

outside China but for the purpose of

providing products or services to PRC citizens.

Any non-compliance with these laws and regulations may subject

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

illegal by regulatory authorities, other

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

may affect our business, financial

condition or results of operations.

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

the annual

revenue of entities that process personal data.

Data protection laws in other countries outside of the United States

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are also quickly evolving, with many countries having updated, or are in the

process of updating, their laws to bring

them more in line with the model created by GDPR.

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

effective January 1, 2020.

The CCPA establishes a privacy framework for covered businesses such as ours by,

among other things, creating an expanded definition of personal information,

establishing new data privacy rights

for California residents and creating a new and potentially severe statutory damages

framework for violations of the

CCPA, as well as potentially severe statutory damages and private a right of action against businesses that suffer a

data security breach due to their violation of a duty to implement reasonable

security procedures and practices. This

private right of action may increase the likelihood of, and risks associated

with, data breach litigation.

In addition,

in November 2020, California voters adopted the CPRA, which became effective

January 1, 2023 and enhances and

strengthens regulatory requirements and individual protections that currently

exist under the CCPA. Other states

have enacted or are considering enacting similar privacy laws, which may subject

us to additional requirements and

restrictions that could have an impact on our business.

Comprehensive privacy laws in Colorado, Connecticut,

Virginia, Utah, Oregon, Delaware, Montana, Texas,

Iowa, Maryland, New Jersey, New Hampshire, and Nebraska

are now in effect, and similarly enacted broad state laws relating to privacy, data protection, and information

security will come into effect later in 2025 and 2026, further complicating our privacy

compliance obligations

through the introduction of increasingly disparate requirements across the

various U.S. jurisdictions in which we

operate. Additionally, Washington

state and Nevada have enacted specific health data privacy laws, and

other states

are considering similar legislation.

Additional states are expected to pass their own versions of data privacy

laws in

the future.

Congress is considering legislation that may preempt some

or all of such U.S. state privacy laws, but

which may also provide a more expansive private right of action for privacy

claims than exists under current state

laws.

The evolving complexity of privacy and data security legislation in the United

States may complicate our

compliance efforts and further increase our risk of regulatory enforcement, penalties,

and litigation.

While we

believe we have substantially compliant programs and controls in place to comply

with the US state and federal

privacy laws and applicable international privacy laws such as GDPR and PIPL,

our compliance with data privacy

and cybersecurity laws is likely to impose additional costs on us, and we

cannot predict whether the interpretations

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

or interpretations of the

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

Further, countries are applying their data and consumer protection laws to AI, particularly generative

AI, and are

considering and implementing specific legal frameworks with respect

to AI, for example the EU AI Act 2024

(which as with the GDPR, will have extra-territorial effect).

Any failure or perceived failure by us to comply with

such requirements could have an adverse impact on our business.

Anticipated further evolution of regulations and

legislation on this topic may substantially increase the penalties to which we

could be subject in the event of any

non-compliance.

Compliance with these laws is challenging, constantly evolving,

and time consuming and federal

regulators, state attorneys general and plaintiff’s attorneys have been and will likely

continue to be active in this

space.

may incur substantial expense in complying with legal obligations to

be imposed by new regulations

and we may be required to make significant changes to our solutions and expanding

business operations, all of

which may materially adversely affect our operations.

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

and dentists, use to store and

manage patient medical or dental records.

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

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

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

used as part of these customers’

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

applicable privacy

and security laws.

Perceived or actual security vulnerabilities in our products or services,

or the perceived or actual

failure by us or our customers who use our products or services to comply

with applicable legal or contractual data

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

harm, but may also lead to claims

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

fines, penalties and other

liabilities and expenses and costs for remediation.

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Various

federal initiatives involve the adoption and use by health care

providers of certain EHR systems and

processes.

The initiatives include, among others, programs that incentivize

physicians and dentists, through MIPS,

to use EHR technology in accordance with certain evolving requirements,

including regarding quality, promoting

interoperability, cost and improvement activities.

Qualification for the MIPS incentive payments requires the use

of EHRs that are certified as having certain capabilities designated

in evolving standards adopted by CMS and the

Office of the National Coordinator for Health Information Technology of HHS (“ONC”).

Certain of our businesses

involve the manufacture and sale of such certified EHR systems and other products

linked to government supported

incentive programs.

In order to maintain certification of our EHR products, we

must satisfy these changing

governmental standards.

If any of our EHR systems do not meet these standards,

yet have been relied upon by

health care providers to receive federal incentive payments, we may be exposed

to risk, such as under federal health

care fraud and abuse laws, including the False Claims Act.

Additionally, effective September 1, 2023, the Office of

the Inspector General (“OIG”) for HHS issued a final rule implementing

civil money penalties for information

blocking as established by the Cures Act.

OIG incorporated regulations published by ONC as the basis for

enforcing information blocking penalties.

Each information blocking violation carries up to a $1 million penalty.

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

need

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

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

increased costs, and our failure to

implement product modifications, or otherwise satisfy applicable standards,

could have a material adverse effect on

our business.

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

health data transmissions and transaction code set rules for specific electronic

transactions, such as transactions

involving claims submissions to third party payers.

Failure to abide by these and other electronic health data

transmission standards could expose us to breach of contract claims,

substantial fines, penalties, and other liabilities

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

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

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

information becomes

increasingly important.

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

an electronic interface that is incorporated into a medical device.

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

health care.

E-Commerce

Electronic commerce solutions have become an integral part of traditional health

care supply and distribution

relationships.

Our distribution business is characterized by rapid technological

developments and intense

competition.

The continuing advancement of online commerce requires

us to cost-effectively adapt to changing

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

variety of new services to address the

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

in response to competitive

offerings.

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

alternatives.

believe that our tradition of reliable service, our name recognition

and large customer base built

on solid customer relationships, position us well to participate in

this significant aspect of the distribution business.

continually explore ways and means to improve and expand our

online presence and capabilities, including in

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

International Transactions

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

abide by certain standards relating to

the importation and exportation of products.

also are subject to certain laws and regulations concerning the

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

Act, the U.K. Bribery Act, German

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

to the accuracy of our internal books and

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

imposed in the United States.

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

and regulations promulgated

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

of our business, there can be no

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

regulations as they apply to our customers’

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

See “

Item 1A. Risk Factors

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

that may

affect our results of operations and financial condition.

Proprietary Rights

We hold trademarks relating to the “Henry Schein

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

Additionally, certain of our manufacturing businesses hold patents on certain of our products.

We intend to protect

our trademarks and patents to the fullest extent practicable.

Employees and Human Capital

At Henry Schein, we understand that our long-term growth is enhanced

by creating shared value for our business

and the communities we serve, while engaging our key stakeholders that

make up our Mosaic of Success - Team

Schein Members (TSMs), customers, suppliers, stockholders, and society.

Rooted in our long, rich history of

sustainability and corporate citizenship, we build relationships to foster

trust, strengthen resilience and catalyze

innovative solutions to make the world healthier, together.

do this by building environmental, social, and

economic value for the Company’s sustained growth and continued success as a trusted partner and leader

in health

care.

Overseen by the Nominating and Governance Committee of our Board of

Directors (“Board”) with the

Compensation Committee also playing a role in environmental, social, and governance

matters related to human

capital engagement and executive compensation, some key 2024 highlights

related to human capital matters

include:

•

continuing to evaluate our pay equity for the majority of the U.S. workforce, which

reviews compensation

for equity and fairness;

•

expanding our Inclusive Culture learning journey by educating TSMs on

how to create and sustain a

meaningful, inclusive and learning oriented culture; and

•

continuing to drive a culture of wellness and engagement for our TSMs by

fostering an environment where

they can feel a sense of belonging and purpose.

At Henry Schein, our employees continue to be one of our greatest assets.

We employ approximately 25,000

people, with approximately 49% of our workforce based in the United States

and approximately 51% based outside

of the United States.

We have approximately 13% of our employees that are subject to collective bargaining

agreements.

We believe that our relations with our employees are excellent.

Our TSMs are the cornerstone of the Company.

We provide a connected and caring community that invests in the

career journey of our TSMs and encourages their contribution to

our mission of making the world healthier.

Our

TSM experience strategy is centered around our Team Schein Values

under the pillars of Community, Caring, and

Career.

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

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

stockholders and society.

We recognize the changes in how and where we work, and that a continued connection to our long-standing values

is important for our team members as we evolve our culture.

Throughout 2024, we rolled out a continuous listening

program that used various vehicles, including The Pulse Global Culture

Survey and TSM roundtables, to garner

feedback from our TSMs on their employee experience.

We believe that a great employee experience also drives a

great customer experience.

We want all of our TSMs to pursue their ambitions, deliver within our values driven

culture, and enjoy a rewarding career enabled by great people leaders.

The Pulse Global Culture Survey was

redesigned in 2023 to measure scores aligned to our Team Schein Values.

Our recent annual Pulse survey indicates

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that although there are heightened stress levels caused by the 2023 cyber incident

and restructuring initiatives,

TSMs generally remain satisfied with their work experience, feel connected

to their colleagues and intend to stay

with Henry Schein.

This year, data suggests continued opportunities to improve how we cascade communications

to all levels of the organization, continue to reduce burnout and stress and provide

more transparency around

opportunities for career development.

Throughout the year, we also administer quarterly employee listening

surveys as a way to continuously understand and respond to our TSMs’ feelings.

This feedback is shared with our

Executive Management Committee and Board, both of whom are committed

to addressing identified opportunities.

As part of this commitment, some highlights from 2024 included:

•

Community:

Provide opportunities for TSMs to have fun while contributing to an inclusive team

that

respects and supports one another.

•

Continued focus on creating an inclusive environment where TSMs

feel a sense of belonging; notably,

in 2024 for the third time, our top strength identified in The Pulse Global

Culture Survey was our

Company’s inclusive culture.

To deepen our commitment to Inclusion across the Company, Global

Directors and Vice Presidents and U.S. Managers are responsible for attending educational training

focused on developing our culture.

We continue to expand our learning journey, educating TSMs on

key topics that help us develop a culture of inclusion and understanding.

We continue to publish our

United States Equal Employment Opportunity Commission (“EEOC”) EEO-1

data for the U.S.

•

Completed our first year of Henry Schein Games, a global virtual platform

that drives community and

engagement and offers field-day type in-person events at various global locations that brought

TSMs

together through friendly competition by earning points for their team

by engaging in cultural-related

activities and posting photos.

•

Expanded the number of Connection Days throughout the globe at Henry Schein

facilities, which were

designed to boost team morale by bringing TSMs together to participate

in team building activities at

least once per quarter.

•

Continued focus on our Employee Resource Groups (“ERGs”), a vehicle

for all TSMs to share,

connect, learn and develop both personally and professionally.

In 2024, we launched our seventh ERG,

ADAPT (Abled and Disabled Allies Partnering Together).

Each of our ERGs has a sponsor from our

Executive Management Committee and our Board.

Our CEO engages directly in many of our ERG

programs.

•

Certified over 200 TSMs through our Culture Ambassador Program, which

educates TSMs on our

culture and certifies TSMs as mentors

to new hires during their first 90 days to ensure new TSMs

understand how we live our values day to day, and how they can engage in the Team Schein Culture.

•

Caring:

Build a world we want to live in by supporting each other and

the communities in which we live

and work.

•

Continued to offer a variety of opportunities to volunteer to drive purpose and engage

in local

communities in which TSMs live and work, such as through Carry the Load,

the We Care Global

Challenge, Back to School and Holiday Cheer.

•

Continued to strengthen our strategic partnerships with industry associations,

customers and suppliers

that support access to quality health care through various key programs and

initiatives (e.g., Gives Kids

A Smile, Cares Package Program, Global Student Outreach Program,

and Prepare to Care).

•

Expanded our global and highly rated Steps for Suicide Prevention

campaign, which brings TSMs

together to walk for a cause and provide education, partnering with the

American Foundation for

Suicide Prevention, Suicide Awareness and Remembrance (for Veterans)

and other local organizations.

•

We also understand the importance of driving a culture of wellness for our own team members through

our Mental Wellness Committee, which is supported by our CEO, Executive Management Committee

and Board.

In 2024, we rolled out a ‘Banish Burnout’ campaign, partnering with

an external wellness

professional to create individualized tips and programming based on the

burnout tendencies each TSM

faces.

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•

Career:

Provide opportunities for TSMs to develop personally and professionally with an emphasis on

embodying our values to achieve our collective goals with excellence

and integrity.

•

Continued investment in our employees by providing both formal and

informal learning opportunities

focused on growing and enhancing knowledge, skills and abilities

through a broad suite of professional

development training programs for current and future roles.

In 2024, we saw an increase in

participation in our workshops, with TSMs reporting a high utilization

of skills learned.

•

Continued expansion of our Leadership Development programs, with formal

mentorship and coaching

programs.

•

Continued roll-out of talent planning efforts designed to ensure a strong leadership

pipeline across the

organization by strategically identifying and developing talent through targeted development

opportunities and intentional succession plans.

Information derived from talent planning efforts

informs curriculum design and content to help focus on the right

capabilities and help ensure alignment

of career development efforts with the future needs of the organization.

Our Board is provided with

periodic updates regarding our talent and succession planning efforts and participates

in professional

development activities with our TSMs.

•

Announced the creation of the Core Leadership Capabilities (CLCs),

a skills-based model for all TSMs

that highlights the leadership capabilities that all TSMs are expected

to demonstrate for career success.

The CLCs are a common language and foundational step to developing and

refining the tools,

processes and programs which support the evolution of a TSM’s career including enhancing skills and

career development, leading to enhanced

career pathing and internal mobility.

•

Enhanced company-wide recognitions, including our Teddy Philson Team Schein Award,

which was

redesigned in 2023 to provide more visibility and meaningful

recognition to TSMs who exemplify our

Team Schein Values,

as well as other programs including service awards which highlight TSMs

who

exemplify our Team Schein Values

In 2024, we recognized 15 award winners around the world at

our

Global Directors and Vice Presidents Management Meeting.

Available Information

We make available free of charge through our website, www.henryschein.com,

our annual report on Form 10-K,

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

of beneficial ownership of securities on

Forms 3, 4 and 5 and amendments to these reports and statements filed or furnished

pursuant to Section 13(a) and

Section 16 of the Securities Exchange Act of 1934 as soon as reasonably

practicable after such materials are

electronically filed with, or furnished to, the United States Securities and

Exchange Commission, or SEC.

Our

principal executive offices are located at 135 Duryea Road, Melville, New York 11747, and our telephone number

is (631) 843-5500.

Unless the context specifically requires otherwise, the terms

the “Company,” “Henry Schein,”

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

and its consolidated subsidiaries.

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Information about our Executive Officers

The following table sets forth certain information regarding our executive

officers as of February 25, 2025:

Name

Age

Position

Stanley M. Bergman

Chairman, Chief Executive Officer, Director

Andrea Albertini

Chief Executive Officer, Global Distribution and Technology

James P.

Breslawski

President

Brad Connett

Chief Executive Officer, North America Distribution Group

Michael S. Ettinger

Executive Vice President and Chief Operating Officer

Mark E. Mlotek

Executive Vice President, Chief Strategic Officer, Director

Tom Popeck

Chief Executive Officer, Henry Schein Products

Walter Siegel

Senior Vice President and Chief Legal Officer

Ronald N. South

Senior Vice President, Chief Financial Officer

Stanley M. Bergman

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

since 1982.

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

Mr. Bergman held the position of Executive Vice

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

Mr. Bergman

is a South African Chartered Accountant and a Certified Public Accountant.

Andrea Albertini

has been Chief Executive Officer, Global Distribution Group and Technology Group since

January 2025.

In this role, Mr. Albertini is responsible for our Global Distribution and Value-Added Services

segment and our Global Technology segment.

Mr. Albertini joined us in 2013 and has held several positions within

the organization including Chief Executive Officer, International Distribution Group, President, International

Distribution Group, President of our EMEA Dental Distribution Group,

and Vice-President of International Dental

Equipment.

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

Castellini.

James P. Breslawski

has been our President since 2005 and was our Vice Chairman from 2018 to May 2024 and a

director from 1992 to May 2024.

Mr. Breslawski was the Chief Executive Officer of our Henry Schein Global

Dental Group from 2005 to 2018.

Mr. Breslawski held the position of Executive Vice President and President of

U.S. Dental from 1990 to 2005, with primary responsibility for the North American

Dental Group.

Between 1980

and 1990, Mr. Breslawski held various positions with us, including Chief Financial Officer, Vice President of

Finance and Administration and Corporate Controller.

Brad Connett

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

Previously

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

Mr. Connett joined us in 1997 and

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

Throughout his career, he has received

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

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

of Fame by Repertoire Magazine.

Michael S. Ettinger

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

Prior to his

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

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

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

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

and

Associate General Counsel from 1994 to 1998.

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

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

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Mark E. Mlotek

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

Mr. Mlotek was

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

between 2000 and 2012.

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

1999 and became a director in 1995.

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

Rose LLP,

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

1989

to 1994.

Tom

Popeck

has been our Chief Executive Officer, Henry Schein Products Group since January 2025.

In this role,

Mr. Popeck is responsible for our Global Specialty Products segment.

Since joining us in 2019, Mr. Popeck has

held several key positions including Chief Executive Officer, Healthcare Specialties Group, and President of our

Healthcare Specialties Group.

Prior to joining Henry Schein, Mr. Popeck held various sales leadership and general

management executive positions at Stryker.

Walter Siegel

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

Previously, Mr.

Siegel was

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

Prior to joining us, Mr. Siegel was employed

with Standard Microsystems Corporation, a publicly traded global

semiconductor company from 2005 to 2012,

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

Secretary.

Ronald N. South

has been our Senior Vice President

and Chief Financial Officer (and principal financial officer

and principal accounting officer) since 2022.

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

President Corporate Finance since 2008, and Chief Accounting Officer from 2013 until 2022.

Prior to joining us in

2008 as our Vice President, Corporate Finance, Mr. South held leadership roles at Bristol-Myers Squibb, where he

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

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

Prior to Bristol-

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

at PepsiCo, and held several roles of

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

Europe, and Latin America.

Mr. South is a Certified Public Accountant.

Other Executive Management

The following table sets forth certain information regarding other Executive

Management as of February 25, 2025:

Name

Age

Position

R. Steven Boggan

Co-Chief Executive Officer, Global Oral Reconstruction Group

Trinh Clark

Senior Vice President and Chief Global Customer Experience Officer

James Mullins

Senior Vice President, Global Supply Chain

Kelly Murphy

Senior Vice President and General Counsel

Christopher Pendergast

Senior Vice President and Chief Technology Officer

Christine Sheehy

Senior Vice President, Chief Human Resources

Bianka Wilson

Co-Chief Executive Officer, Global Oral Reconstruction Group

R. Steven Boggan

has been our Co-Chief Executive Officer, Global Oral Reconstruction Group since April 2024.

As Co-CEO of our Global Oral Reconstruction Group, which is part

of our Specialty Products and Other segment,

Mr. Boggan leads commercial operations in the Americas, the Middle East, and Africa, as well as global

marketing

and R&D.

Mr. Boggan joined Henry Schein, as the President and CEO of BioHorizons, which we acquired

2014.

Mr. Boggan joined BioHorizons in 1995 and was promoted to President and CEO in 2000.

Prior to

BioHorizons, Mr. Boggan was employed at Dow Corning Wright and Wright Medical Technology from 1989 until

1995.

Trinh Clark

has been our Senior Vice President and Chief Global Customer Experience Officer since 2022.

Ms.

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

Group.

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

increasing responsibility at eSurg.

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James Mullins

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

Mr. Mullins joined us in

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

Service Officer.

Kelly Murphy

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

Since joining us in 2011, Ms.

Murphy has held several key positions of increasing responsibility within

the legal function, most recently serving

as Deputy General Counsel.

Christopher Pendergast

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

Prior to

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

Technology Officer and Chief Information Officer.

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

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

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

and Rohm and Haas from 1994 to 1998.

Christine Sheehy

has been our Senior Vice President, Chief Human Resources Officer since November 2024.

Ms.

Sheehy joined us in 2019 and has held several key positions with increasing

responsibility, including Vice

President

of the Human Resources Business Partner function for our North America

Distribution Group, Healthcare

Specialties Group, several Global Oral Reconstruction businesses, and our

Corporate Functions.

Prior to joining

Henry Schein, Ms. Sheehy held various leadership positions at Standard Chartered

Bank and Banco Real.

Bianka Wilson

has been our Co-Chief Executive Officer, Global Oral Reconstruction Group since April 2024.

Co-CEO of our Global Oral Reconstruction Group, which is part of

our Specialty Products and Other segment, Ms.

Wilson leads the group's business, including strategic partnerships, in Europe and APAC, as well as Global Oral

Reconstruction Group strategy, finance, and human resources.

Ms. Wilson joined Henry Schein in 2018 as Chief

Financial Officer of the Global Oral Reconstruction Group.

Prior to joining Henry Schein, Ms. Wilson was CFO of

a public Swiss medical communication technology company and

before that an Advisory Partner in KPMG's

consulting practice, following her initial career in public accounting.

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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

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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 future.

There is risk that one or more may not

succeed.

We cannot be sure, for example, that we will achieve the benefits of revenue growth that we expect from

these transactions or that we will avoid unforeseen additional costs, taxes,

or expenses.

Our ability to successfully

implement our acquisition and joint venture strategy depends upon,

among other things, the following:

•

the availability of suitable acquisition or joint venture candidates at

acceptable prices;

•

our ability to consummate such transactions, which could potentially

be prohibited due to U.S. or foreign

antitrust regulations;

•

the liquidity of our investments and the availability of financing on

acceptable terms;

•

our ability to retain customers or product lines of the acquired businesses or

joint ventures;

•

our ability to retain, recruit and incentivize the management of the

companies we acquire; and

•

our ability to successfully integrate these companies’ operations, systems,

services, products and personnel

with our culture, management policies, legal, regulatory and compliance

policies, information technology

and cybersecurity systems and policies, internal procedures, working capital

management, financial,

operational and internal controls and strategies.

Furthermore, some of our acquisitions and future acquisitions may give

rise to an obligation to make contingent

payments or to satisfy certain repurchase obligations, which payments

could have material adverse impacts on our

financial results individually or in the aggregate.

Additionally, when we decide to sell assets or a business, we may

encounter difficulty in finding buyers or timely executing alternative exit strategies

on acceptable terms, which

could delay the accomplishment of our strategic objectives.

Dispositions may also involve continued financial

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involvement in a divested business, such as through transition service agreements,

indemnities or other current or

contingent financial obligations.

Certain provisions in our governing documents and other documents to

which we are a party may discourage

third parties from seeking to acquire us that might otherwise result

in our stockholders receiving a premium

over the market price of their shares.

The provisions of our certificate of incorporation and by-laws may

make it more difficult for a third-party to

acquire us, may discourage acquisition bids and may impact the price

that certain investors might be willing to pay

in the future for shares of our common stock.

These provisions, among other things require (i) the affirmative vote

of the holders of at least 60% of the shares of common stock entitled to vote

to approve a merger, consolidation, or

a sale, lease, transfer or exchange of all or substantially all of our assets;

and (ii) the affirmative vote of the holders

of at least 66 2/3% of our common stock entitled to vote to (a)

remove a director; and (b) to amend or repeal our

by-laws, with certain limited exceptions.

In addition, certain of our employee incentive plans provide

for

accelerated vesting of equity awards upon termination without cause within

two years following a change in

control, or grant the plan committee discretion to accelerate awards

upon a change of control.

Further, certain

agreements between us and our executive officers provide for increased severance

payments and certain benefits if

those executive officers are terminated without cause by us or if they terminate

for good reason, in each case within

two years following a change in control or within ninety days prior to the

effective date of the change in control or

after the first public announcement of the pendency of the change

in control.

Adverse changes in supplier rebates or other purchasing incentives

could negatively affect our business.

The terms on which we purchase or sell products from many suppliers may

entitle us to receive a rebate or other

purchasing incentive based on the attainment of certain growth goals.

Suppliers may reduce or eliminate rebates or

incentives offered under their programs, or increase the growth goals or other conditions

we must meet to earn

rebates or incentives to levels that we cannot achieve.

Increased competition either from generic or equivalent

branded products could result in us failing to earn rebates or incentives

that are conditioned upon achievement of

growth goals.

Additionally, factors outside of our control, such as customer preferences, consolidation of suppliers

or supply issues, can have a material impact on our ability to achieve

the growth goals established by our suppliers,

which may reduce the amount of rebates or incentives we receive.

Sales of corporate brand products and products that we manufacture

entail additional risks, including the risk

that such sales could materially adversely affect our relationships with suppliers.

We offer

certain corporate brand products that are available exclusively

from us.

The sale of such corporate brand

products and the sale of products that we manufacture subject us to

potential product liability risks, mandatory or

voluntary product recalls, potential supply chain and distribution chain

disruptions and potential intellectual

property infringement risks, among other risks.

In addition, an increase in the sales of our corporate brand products

and our own manufactured products may negatively affect our sales of products

owned by our suppliers which,

consequently, could adversely impact certain of our supplier relationships.

Our ability to locate qualified,

economically stable suppliers who satisfy our requirements, and

to acquire sufficient products in a timely and

effective manner, is critical to ensuring, among other things, that customer confidence is not diminished.

addition, we are exposed to the risk that our competitors or our large customers may

introduce their own private

label, generic, or low-cost products that compete with our products at

lower price points.

Such products could

capture significant market share or decrease market prices overall, eroding

our sales and margins.

Any failure to

develop sourcing relationships with a broad and deep supplier base

could have a material adverse effect on our

business, financial condition or operating results.

Our business could be affected by activist investors.

We actively engage in discussions with our stockholders.

In other cases, stockholders can engage in certain

divisive activist tactics, which can take many forms (including potential

proxy contests).

Some stockholder

activism has resulted in, and could in the future result in, substantial

costs, such as professional fees, and the

diversion of management’s and our Board of Directors’ attention and resources from our businesses and strategic

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plans.

Additionally, it could cause 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.

Activists or other stockholders holding a large portion of our outstanding shares

could also have

the ability to exert influence on actions requiring a stockholder vote,

including the election of directors and the

approval of certain extraordinary business transactions.

These risks could cause volatility in the trading price of our

common stock based on factors other than the fundamentals of our

business.

INDUSTRY RISKS

Security risks generally associated with our information systems and our

technology products and services have

in the recent past adversely affected our business and results of operations, and could

in the future materially

adversely affect our business and our results of operations if such products, services,

or systems (or third-party

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

to cyberattacks or fail for any

extended period of time.

We rely on information systems (“IS”) in our business to obtain, rapidly process, analyze, manage and store

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

•

maintain and manage worldwide systems 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 our customers;

•

process payments to suppliers;

•

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.

There could be an adverse impact on our business, financial condition

or operating results if we do not maintain an

adequate information and technology infrastructure (

e.g.

, hardware, networks, software, people and processes) to

effectively protect and support the current and future information requirements of the business.

In addition to health

information in our customers’ electronic medical and dental records,

certain of our IS stores other sensitive personal

and financial information, such as health care and other information related

to our employees and individuals we

service, as well as other sensitive information such as credit card

information from our third-party business

partners, that is confidential, and in many cases subject to privacy laws.

Our IS are susceptible to, among other things, natural disasters, power

losses, telecommunication failures,

cybersecurity threats and other criminal activity.

Information security risks have significantly increased

in recent

years in part because of an overall increase in cyber incidents, their increased

sophistication and the involvement of

organized crime, hackers, terrorists and foreign state agents.

In particular, the health care industry has been

targeted by threat actors seeking to undermine companies’ cybersecurity defensive

measures.

We have processes in

place intended to ensure that our security measures keep pace with

new and emerging risks.

We regularly review,

monitor and implement multiple layers of security through technology, processes and our people.

We utilize

security technologies designed to protect and maintain the integrity of

our IS and data, and our defenses are

monitored and routinely tested internally and by external parties.

Despite these efforts, our facilities and systems

and those of our third-party service providers have been, and may in

the future be, vulnerable to privacy and

security incidents, cybersecurity attacks and data breaches, acts of vandalism

or theft, computer viruses and other

malicious code, misplaced or lost data, programming and/or human errors,

attacks or other acts undermining IS of

third party business partners including our customers, or other similar events

that could impact the security,

reliability and availability of our systems.

In addition, hardware, software or applications developed

internally or

procured from third parties may contain defects in design or manufacture

or other problems that could unexpectedly

compromise information security.

As a practical matter, so long as we depend on IS to operate our business, and

our business partners do the same, there can be no guaranty

that such measures will successfully stop any one

particular cybersecurity incident given the constantly evolving nature of

the threat.

We have incurred and may in

the future incur substantial costs as we update our cybersecurity defense

systems and our general computer controls

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to meet evolving challenges, and legislative or regulatory action related

to cybersecurity may increase our costs to

develop or implement new technology products and services.

A cyberattack that bypasses or compromises our IS cybersecurity and/or

general information technology (“IT”)

controls (including third-party systems we rely on) causing an IS security breach

may lead, and has in the past led,

to a disruption of our IS business systems (including third-party systems we

rely on), interruption of operations

(including, without limitation, receiving, verifying and processing customer orders,

customer service, accounts

payable, warehouse management and shipping and systems tied

to internal controls over financial reporting), the

loss or alteration of business, financial and other protected information,

a negative impact on our financial

performance, and to an adverse impact on our financial accounting

and reporting controls.

A cyberattack that

bypasses or compromises our IS cybersecurity and/or general computer

controls or those of third parties with whom

we engage may also lead to claims against us by affected parties and/or governmental

agencies, and involve fines

and penalties, as well as substantial defense and settlement expenses.

Any of these impacts may alone, or

collectively, have a material impact on our business.

A successful cyberattack has, and may again in the future,

disrupt our business operations, adversely impact our financial accounting

and reporting of results of operations,

divert the attention of management, and adversely impact our results of

operations.

In addition, we develop products and provide services to our customers

that are technology-based, and a

cyberattack that bypasses the IS supporting our products or services causing

a security breach and/or perceived

security vulnerabilities in our products or services could also cause significant

loss of business and reputational

harm, and actual or perceived vulnerabilities may lead to claims against

us by our customers and/or governmental

agencies.

In addition, certain of our practice management products and services

purchased by health care

providers, such as physicians and dentists, are used to store and manage patient

medical or dental records, and when

cloud-based approaches are used, we may be responsible for hosting

those records.

These customers, and in some

cases, we are subject to laws and regulations which require that

they protect the privacy and security of those

records, and our products may be used as part of these customers’ comprehensive

data security programs, including

in connection with their efforts to comply with applicable privacy and security laws.

In addition to immaterial and unrelated prior incidents at certain of

our subsidiaries, in October 2023 Henry Schein

experienced a cybersecurity incident that primarily affected the operations of our

North American and European

dental and medical distribution businesses.

Henry Schein One, our practice management software, revenue

cycle

management and patient relationship management solutions business was

not affected, and our manufacturing

businesses were mostly unaffected.

The October 2023 cybersecurity 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, and we continue to review the effects of the incident on the Company’s business.

We have spent,

and plan to expend in the future, additional resources to continue

to protect against, or to address problems caused

by, business interruptions and data security breaches.

We also may be perceived as a more vulnerable target of the

cyber hackers as a result of the October 2023 incident.

The health care products distribution industry is highly competitive

(including, without limitation, competition

from third-party online commerce sites) and consolidating, and we may not

be able to compete successfully.

We compete with numerous companies, including several major manufacturers and distributors.

Some of our

competitors have greater financial and other resources than we do, which

could allow them to compete more

successfully.

Most of our products are available from several sources and our customers

tend to have relationships

with several distributors.

Competitors could obtain exclusive rights to market particular

products, which we would

then be unable to market.

Manufacturers also could increase their efforts to sell directly to end-users and

thereby

eliminate or reduce our role in distribution.

Industry consolidation among health care product distributors and

manufacturers, price competition, product unavailability, whether due to our inability to gain access to products or

to interruptions in manufacturing supply, or the emergence of new competitors, also could increase competition.

Consolidation has also increased among manufacturers of health care

products, which could have a material

adverse effect on our margins and product availability.

We could be subject to charges and financial losses in the

event we fail to satisfy minimum purchase commitments contained

in some of our contracts.

Additionally,

traditional health care supply and distribution relationships are being challenged

by online commerce solutions.

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The continued advancement of online commerce by third parties and online

price transparency requires us to cost-

effectively adapt to changing technologies, to enhance existing services and to differentiate

our business (including

with additional value-added services) to address changing demands

of consumers and our customers.

The

emergence of such competition and our inability to anticipate and effectively respond to changes on

a timely basis

could have a material adverse effect on our business, financial condition or operating

results.

The health care industry is experiencing changes due to political, economic

and regulatory influences that could

materially adversely affect our business.

The health care industry is highly regulated and subject to changing

political, economic and regulatory influences.

In recent years, the health care industry has been undergoing significant changes driven

by various efforts to reduce

costs, including, among other factors: trends toward managed care; collective

purchasing arrangements and

consolidation among office-based health care practitioners; and changes in reimbursements

to customers, including

increased attention to value-based payment arrangements, as well as enforcement

activities (and related monetary

recoveries) by governmental officials.

Both our profitability and that of our customers may be

materially adversely

affected by laws and regulations reducing reimbursement rates for pharmaceuticals,

medical supplies and devices,

and/or medical treatments or services, or changes to the methodology

by which reimbursement levels are

determined.

If we are unable to react effectively to these and other changes in the

health care industry, our business

could be materially adversely affected.

The ACA greatly expanded health insurance coverage

in the United States

and has been the target of legal and political challenges since its adoption.

Any outcome of these challenges that

changes the ACA could have a significant impact on the U.S. health care

industry and the ability or willingness of

individuals to engage with it.

Expansion of GPOs, DSOs, MSOs or provider networks and the multi-tiered

costing structure may place us at a

competitive disadvantage.

The health care products industry is subject to a multi-tiered costing structure, which

can vary by manufacturer

and/or product.

Under this structure, certain institutions can obtain more favorable

prices for health care products

than we are able to obtain.

The multi-tiered costing structure continues to expand as many large integrated health

care providers and others with significant purchasing power, such as GPOs, DSOs and MSOs, demand

favorable pricing terms.

Additionally, the formation of provider networks, GPOs, DSOs and MSOs may shift

purchasing decisions to entities or persons with whom we do not have a historical

relationship and may threaten our

ability to compete effectively, which could in turn negatively impact our financial results.

In addition, such

organizations may establish direct relationships with manufacturers, thereby

either eliminating or reducing the

services historically provided by distributors.

Although we are seeking to obtain similar terms from manufacturers

to access lower prices demanded by GPO, DSO and MSO contracts or

other contracts, and to develop relationships

with existing and emerging provider networks, GPOs, DSOs and MSOs, we

cannot guarantee that such terms will

be obtained or contracts executed.

Increases in shipping costs or service issues with our third-party shippers

could harm our business.

Our ability to meet our customers’ expedited delivery expectations is an

integral component of our business

strategy for which our customers rely.

Shipping is a significant expense in the operation of our business.

We ship

almost all of our orders through third-party delivery services, and typically bear

the cost of shipment.

Accordingly,

any significant increase in shipping rates could have a material adverse

effect on our business, financial condition

or operating results.

While we have recently experienced increases in shipping costs,

we do not expect these

additional expenses to be material to our results now, however, they could be material in the future.

Similarly,

strikes or other service interruptions by those shippers, including at transportation

centers or shipping ports, could

cause our operating expenses to rise and materially adversely affect our ability

to deliver products on a timely basis.

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MACRO-ECONOMIC AND POLITICAL RISKS

Uncertain global and domestic macro-economic and political conditions

could materially adversely affect our

results of operations and financial condition.

Uncertain global and domestic macro-economic and political conditions

that affect the economy and the economic

outlook of the United States, Europe, Asia and other parts of the

world could have a material adverse effect our

business, financial condition or operating results.

These uncertainties, include, among other things, those listed

under “Managements Discussion and Analysis of Financial Condition and

Results of Operations, Cautionary Note

Regarding Forward-Looking Statements.”

Additionally, changes in government, government debt and/or budget crises may lead to reductions in government

spending in certain countries, which could reduce overall health care spending

and/or lead to higher income or

corporate taxes, which could depress spending overall.

Recessionary or inflationary conditions and depressed

levels of consumer and commercial spending may also cause customers

to reduce, modify, delay,

or cancel plans to

purchase our products and may cause suppliers to reduce their output

or change their terms of sale.

We have

experienced inflationary pressures, including higher freight costs and

interest expense, and pressures resulting from

the strengthening of the dollar, which have and continue to impact our results of operations.

We generally sell

products to customers with payment terms.

If customers’ cash flow or operating and financial performance

deteriorate, or if they are unable to make scheduled payments or obtain

credit, they may not be able to, or may

delay, payment to us.

Likewise, for similar reasons suppliers may restrict credit or impose

different payment terms.

REGULATORY

AND LITIGATION RISKS

Failure to comply with existing and future regulatory requirements

could materially adversely affect our

business.

We strive to be compliant with the applicable laws, regulations and guidance described below in all material

respects, and believe we have effective compliance programs and other controls

in place to ensure substantial

compliance.

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

and

guidance may be subject to varying and evolving interpretations that could

affect our ability to comply, as well as

future changes, additions and enforcement approaches, including in light

of political changes.

Changes with

respect to the applicable laws, regulations and guidance described below

may require us to update or revise our

operations, services, marketing practices, and compliance programs

and controls, and may impose additional and

unforeseen costs on us, pose new or previously immaterial risks to us, or

may otherwise have a material adverse

effect on our business.

There can be no assurance that current and future government

regulations will not adversely

affect our business, and we cannot predict new regulatory priorities, the form, content

or timing of regulatory

actions, and their impact on the health care industry and on our business

and operations.

Global efforts to contain health care costs continue to exert pressure on product pricing.

In the United States, there

has been increased scrutiny on drug pricing and concurrent efforts to control or

reduce drug costs by Congress, the

President, executive branch agencies and various states.

We may be required to report drug pricing data under

federal laws and regulations.

Several U.S. states have adopted laws, that may apply to some of

our operations, that

require drug manufacturers, including re-packagers or re-labelers, to provide

advance notice of certain price

increases and to report information relating to price increases, while

others have established prescription drug

affordability boards or multi-payer purchasing pools to reduce the cost of prescription

drugs.

At the federal level,

for example, the Inflation Reduction Act of 2022, among other things,

requires drug manufacturers that raise certain

of their drug prices faster than the rate of inflation to pay rebates to Medicare,

and over time will authorize the

federal government to negotiate directly with drug manufacturers to

lower the prices of certain brand-name drugs

covered by Medicare.

These various evolving efforts create uncertainty and may adversely affect our business.

Under the Sunshine Act, we are required to collect and report detailed

information regarding certain financial

relationships we have with covered recipients (

e.g.

, physicians, dentists, teaching hospitals, other health care

practitioners).

We may be required to report information under state transparency laws that address circumstances

not covered by the Sunshine Act.

We are also subject to similar foreign transparency laws.

While we believe we

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have substantially compliant programs and controls in place satisfying

the above laws and requirements, such

compliance imposes additional costs on us and the requirements

are sometimes unclear.

Our business is subject to additional requirements under various local, state,

federal and foreign laws and

regulations applicable to the sale and distribution of, and third-party payment

for, pharmaceuticals and medical

devices and HCT/P products.

Among the federal laws with which we must comply are the Controlled Substances

Act, the FDC Act, the Federal Drug Quality and Security Act, including DSCSA,

and Section 361 of the Public

Health Services Act.

Among other things, such laws and the regulations promulgated

thereunder:

•

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

sampling, pricing,

reimbursement, labeling, packaging, storage, handling, returning,

recalling, reporting, distribution of, and

recordkeeping for drugs, HCT/P products and medical devices, including

unique device identifiers;

•

subject us to inspection by the FDA, OSHA, and DEA and similar state

authorities;

•

regulate the storage, transportation and disposal of

hazardous materials;

•

require us to advertise and promote our drugs and devices in accordance

with FDA regulations;

•

require us to report average sales price (ASP) to CMS for drugs or biologicals

payable under Medicare Part

B with or without a Medicaid drug rebate agreement;

•

require registration with the FDA and the DEA and various state agencies;

•

require us to design and operate a system to identify and report suspicious

orders of controlled substances

to the DEA and certain states;

•

require us to manage returns of products that have been recalled and subject

us to inspection of our recall

procedures and activities;

•

impose on us reporting requirements if a pharmaceutical, HCT/P product or

medical device causes an

adverse event, serious illness, injury or death;

•

require manufacturers, wholesalers, re-packagers and dispensers of prescription

drugs to identify and trace

certain prescription drugs as they are distributed;

•

require the licensing of prescription drug wholesalers and third-party

logistics providers; and

•

mandate compliance with standards for the recordkeeping, storage,

handling and documentation of

transactions involving prescription drugs and associated reporting requirements.

The FDA regulates certain computer software and digital health products intended

for use in health care settings,

including, for example, AI and machine learning-enabled medical devices

and the cybersecurity of medical devices.

Certain of our businesses involve the development and sale of

software and related products to support physician

and dental practice management, and it is possible that the FDA or

foreign government authorities could determine

that one or more of our products is subject to regulation as a medical device,

which could subject our businesses to

substantial additional requirements, costs, potential enforcement actions

or liabilities for noncompliance with

respect to these products. For example, some of our imaging software is

regulated as a medical device which

subjects our businesses to substantial additional requirements, costs

and potential enforcement actions or liabilities

for noncompliance with respect to these products.

Applicable federal, state, local and foreign laws and regulations also may

require us to meet various standards

relating to, among other things, licensure, registration, program eligibility, procurement, third-party reimbursement,

sales and marketing practices, product integrity and supply

tracking to product manufacturers, product labeling,

personnel, privacy and security of health or other personal information,

installation, maintenance and repair of

equipment and the importation and exportation of products.

The FDA and DEA, as well as CMS (including with

respect to complex Medicare reimbursement requirements applicable to our

specialty home medical supplies

business) and state Medicaid agencies, have recently increased their regulatory

and enforcement activities and, in

particular, the DEA has heightened enforcement activities due to the opioid crisis in the United

States.

The failure to comply with any of these laws or regulations, or new interpretations

of them, or the imposition of any

additional laws and regulations, could materially adversely affect our business.

The costs to us associated with

complying with the various applicable statutes and regulations, as they now

exist and as they may be modified,

could be material.

Allegations by a governmental body that we have not complied

with these laws could have a

material adverse effect on our businesses.

While we believe that we are substantially compliant with

applicable

laws and regulations, and have adequate compliance programs and controls

in place to ensure substantial

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compliance, if it is determined that we have not complied with these laws,

we are potentially subject to warning

letters, substantial civil and criminal penalties, mandatory recall of product,

seizure of product and injunction,

consent decrees and suspension or limitation of payments to us, product

sale and distribution.

If we enter into

settlement agreements to resolve allegations of non-compliance, we

could be required to make settlement payments

or be subject to civil and criminal penalties, including fines and

the loss of licenses.

Non-compliance with

government requirements could also adversely affect our ability to participate in

important federal and state

government health care programs, such as Medicare and Medicaid,

and damage our reputation.

The EU Medical Device Regulation (“MDR”) may adversely affect our business.

The EU MDR significantly modified the regulatory compliance requirements

for the medical device industry as a

whole.

Among other things, the EU MDR:

•

strengthens the rules on placing devices on the market and reinforces

surveillance thereafter;

•

establishes explicit provisions on manufacturers’ responsibilities

for the follow-up of the quality,

performance and safety of devices placed on the market;

•

improves the traceability of medical devices throughout the supply chain to

the end-user or patient through

a unique identification number;

•

sets up a central database (EUDAMED) to provide patients, health care

professionals and the public with

comprehensive information on devices, importers, and distributors registered

in the EU;

•

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

as implants, which may have to

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

•

contains specific provisions in the event of interruption or discontinuation

of supply of a device.

The EU MDR imposes strict requirements for the confirmation that a

product meets the regulatory requirements,

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

marketing and sale of medical devices, including post-market surveillance.

Pursuant to Regulation 2023/607 and

subject to certain conditions, medical devices that (i) obtained

a certificate under the EU Medical Device Directive

from May 25, 2017, (ii) which was still valid on May 26, 2021, and (iii)

has not been subsequently withdrawn may

continue to be placed on the market or put into service until December

31, 2027 for higher risk devices or

December 31, 2028 for medium and lower risk devices. The modifications

created by the EU MDR may have an

impact on the way we design and manufacture products and the way we

conduct our business in the EEA.

If we fail to comply with laws and regulations relating to health care

fraud or other laws and regulations, we

could suffer penalties or be required to make significant changes to our operations,

which could materially

adversely affect our business.

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

foreign) health care fraud and abuse, referral

and reimbursement laws and regulations with respect to their operations.

Some of these laws, referred to as “false

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

fraudulent claims for reimbursement to

federal, state and other health care payers and programs.

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

soliciting, offering, receiving or paying remuneration in order to induce or reward

the referral of a patient or

ordering, purchasing, leasing or arranging for, or recommending ordering, purchasing or leasing

of, items or

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

Certain additional state and

federal laws, such as the federal Physician Self-Referral Law (“Stark Law”),

prohibit physicians and other health

care professionals from referring a patient to an entity with which

the physician (or family member) has a financial

relationship, for the furnishing of certain designated health services

(for example, durable medical equipment and

medical supplies), unless an exception applies.

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

enforcement activity over the past few

years, often as the result of “relators” who serve as whistleblowers by filing

complaints in the name of the United

States (and if applicable, particular states) under applicable false claims

laws, and who may receive up to 30% of

total government recoveries.

Penalties under fraud and abuse laws may be severe, including treble damages

and

substantial civil penalties under the federal False Claims Act, as

well as potential loss of licenses and the ability to

participate in federal and state health care programs, criminal penalties,

or imposition of a corporate compliance

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monitor, which could have a material adverse effect on our business.

Also, these measures may be interpreted or

applied by a prosecutorial, regulatory or judicial authority in a

manner that could require us to make changes in our

operations or incur substantial defense and settlement expenses.

Even unsuccessful challenges by regulatory

authorities or relators could result in reputational harm and the incurring of

substantial costs.

Most states have

adopted similar state false claims acts, and these state laws have their

own penalties which may be in addition to

federal False Claims Act penalties, and other fraud and abuse laws.

The United States government (among others) has expressed concerns

about financial relationships between

suppliers or manufacturers on the one hand and physicians, dentists

and other health care providers, on the

other.

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

as necessary to facilitate compliance.

Our aspirations, goals and disclosures related to environmental, social

and governance matters and the focus on

regulators and private litigants among other things on related claims made

by companies and funds expose us to

numerous risks, including reputational, financial, legal and other risks,

that could have an adverse impact on us.

California has adopted stringent new climate disclosure requirements, as

has the EU.

As of April 4, 2024, the SEC

has temporarily suspended implementation of its climate disclosure rules.

In the EU, Directive No. 2019/1937 of October 23, 2019,

on the protection of persons who report breaches of

Union law,

organizes the legal protection of whistleblowers.

This Directive covers whistleblowers reporting

breaches of EU laws and regulations and protects a wide range of people

including former employees.

All private

companies with 50 or more employees are required to create effective internal reporting

channels.

All EU Member

States have now implemented the Directive.

We also are subject to the requirements of Directive No. 2022/2464 on corporate sustainability reporting (“CSRD”)

that became effective on January 5, 2023.

CSRD requires in-scope companies to report on sustainability-related

information that is material from a financial risk or opportunity perspective

to their business and from an impact

perspective on the environment or society.

The materiality of sustainability matters is subjective and

may be

interpreted differently by various stakeholders.

CSRD, its transposition into national EU Member State law, and

associated guidance are evolving and reporting requirements may change,

which may further increase the costs of

complying with CSRD.

CSRD has not yet been fully implemented by all EU Member States.

We also are subject to certain United States and foreign laws and regulations concerning the conduct of our foreign

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

Act, German anti-corruption laws

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

books and records.

Our businesses

are generally subject to numerous other laws and regulations that

could impact our financial results, including,

without limitation, securities, antitrust, consumer protection and marketing

laws and regulations.

In the EU, both active and passive corruption in the private sector are

criminalized.

The EU Council Framework

Decision 2003/568/JHA of 22 July 2003

on combating corruption in the private sector

establishes more detailed

rules on the liability of legal persons and deterrent sanctions.

However, the liability of legal persons is regulated at

a national level.

Failure to comply with fraud and abuse laws and regulations, and other

laws and regulations, could result in

significant civil and criminal penalties and costs, including the loss of

licenses and the ability to participate in

federal and state health care programs, and could have a material adverse

effect on our business.

We may

determine to enter into settlements, make payments, agree to consent decrees

or enter into other arrangements to

resolve such matters.

Intentional or unintentional failure to comply with settlement agreements

or consent decrees

could materially adversely affect our business.

While we believe that we are substantially compliant with applicable

laws and regulations, and believe we have

adequate compliance programs and controls in place to ensure substantial

compliance, we cannot predict whether

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

changes in applicable law or interpretation of laws, could have a material

adverse effect on our business.

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If we fail 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,

we could be required to make

significant changes to our products, or incur substantial fines, penalties, or

other liabilities.

Our businesses that involve physician and dental practice management

products, equipment and our specialty home

medical supplies businesses, and our self-funded employee benefits programs

include information technology (IT)

systems that store and process personal health, clinical, financial, and

other sensitive information of individuals.

These IT systems may be vulnerable to breakdown, wrongful intrusions, data

breaches and malicious attack, which

could require us to expend significant resources to eliminate these

problems and address related security concerns,

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

We are directly or indirectly subject to numerous and evolving federal, state, local and foreign laws and regulations

that protect the privacy and security of personal information (including

health data), such as HIPAA, CAN-SPAM,

TCPA, Section 5 of the FTC Act, the CCPA

and various other privacy laws that have or will soon come into

effect.

Laws and regulations relating to privacy and data protection are

continually evolving and subject to potentially

differing interpretations, including those relating to AI.

These requirements may not be harmonized, may be

interpreted and applied in a manner that is inconsistent from one jurisdiction

to another or may conflict with other

rules or our practices.

In addition, cybersecurity laws such as the federal Cyber Incident

Reporting for Critical

Infrastructure Act of 2022, proposed Federal Acquisition Regulations and

amendments to SEC reporting

requirements may require us to provide notifications about cybersecurity

incidents in limited timeframes and before

investigations are complete.

Our businesses’ failure to comply with these laws and regulations

could expose us to

breach of contract claims, substantial fines, penalties and other

liabilities and expenses, costs for remediation and

harm to our reputation.

Evolving laws and regulations in this area could restrict the

ability of our customers to

obtain, use or disseminate patient information, or could require us

to incur significant additional costs to re-design

our products to reflect these legal requirements, which could have

a material adverse effect on our operations.

In addition, the European Parliament and the Council of the EU adopted

the GDPR effective from May 25, 2018,

which increased privacy rights for Data Subjects, including individuals

who are our customers, suppliers and

employees.

The GDPR extended the scope of responsibilities for data controllers

and data processors, and

generally imposes increased requirements and potential penalties on companies,

such as us, that are either

established in the EU and process personal data of Data Subjects (regardless

the Data Subject location), or that are

not established in the EU but that offer goods or services to Data Subjects in the EU

or monitor their behavior in the

EU. Noncompliance can result in penalties of up to the greater of EUR 20

million, or 4% of global company

revenues (sanction that may be public), and Data Subjects may seek damages.

Member states may individually

impose additional requirements and penalties regarding certain limited

matters (for which the GDPR left some

room of flexibility), such as employee personal data.

With respect to the personal data it protects, the GDPR

requires, among other things, controller accountability, consents from Data Subjects or another acceptable legal

basis to process the personal data, notification within 72 hours

of a personal data breach where required, data

integrity and security, and fairness and transparency regarding the storage, use or other processing of the personal

data.

The GDPR also provides rights to Data Subjects relating notably

to information, access, rectification, erasure

of the personal data and the right to object to the processing.

Despite Brexit, the UK also has data protection laws

equivalent to the GDPR).

Switzerland enacted FADP.

Uncertainty about compliance with these data protection

laws remains, with the possibilities that data protection authorities located

in different EU Member States may

interpret GDPR differently, or requirements of national laws may vary between the EU Member States, or guidance

on GDPR and compliance practices may be often updated or otherwise revised.

Any of these events will increase

the complexity and costs of processing personal data in the European Economic

Area, UK or Switzerland or

concerning individuals located in these jurisdictions.

Effective November 1, 2021, China’s PIPL imposes specific rules for processing personal information and specifies

that the law shall also apply to personal information activities carried

out outside China but for the purpose of

providing products or services to PRC citizens.

Any non-compliance with these laws and regulations may

subject

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

illegal by regulatory authorities, other

penalties, reputational damage, or legal proceedings against us, which

may affect our business, financial condition

or results of operations.

The PIPL carries maximum penalties of CNY50 million or

5% of the annual revenue of

entities that process personal data.

Data protection laws in other countries are also quickly

evolving, with many

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countries having updated, or are in the process of updating, their

laws to bring them more in line with the model

created by GDPR.

In the United States, the CCPA, effective January 1, 2020, establishes a privacy framework for covered businesses

such as ours by, among other things, creating an expanded definition of personal information, establishing new data

privacy rights for California residents and creating a new and potentially

severe statutory damages framework for

violations of the CCPA, as well as potentially severe statutory damages and private a right of action against

businesses that suffer a data security breach due to their violation of a duty to

implement reasonable security

procedures and practices. This private right of action may increase the

likelihood of, and risks associated with, data

breach litigation.

In addition, California voters adopted the CPRA (effective January 1, 2023)

which enhances and

strengthens regulatory requirements and individual protections that currently

exist under the CCPA.

Other states

have enacted or are considering enacting similar privacy laws, which may

subject us to additional requirements and

restrictions that could have an impact on our business.

Comprehensive privacy laws in a number of other states are

now in effect, and similarly enacted broad laws relating to privacy, data protection, and information security that

will come into effect later in 2025 and 2026, further complicating our privacy compliance

obligations through the

introduction of increasingly disparate requirements across the various

U.S. jurisdictions in which we operate.

Additionally, certain other states have enacted specific health data privacy laws and other states are considering

similar legislation.

Congress is considering legislation that may preempt some or

all of such U.S. state privacy

laws, but which may also provide a more expansive private right of action

for privacy claims than exists under

current state laws.

The evolving complexity of privacy and data security legislation in

the United States may complicate our

compliance efforts and further increase our risk of regulatory enforcement, penalties

and litigation.

While we

believe we have substantially compliant programs and controls in place

to comply with privacy laws domestically

and internationally, our compliance with data privacy and cybersecurity laws is likely to impose additional costs

us, and we cannot predict whether the interpretations of the requirements,

or changes in our practices in response to

new requirements or interpretations of the requirements, could have a

material adverse effect on our business.

Further, countries are applying their data and consumer protection laws to AI, particularly generative

AI, and are

considering and implementing specific legal frameworks with respect

to AI, for example the EU AI Act 2024

(which as with the GDPR, will have extra-territorial effect).

Any failure or perceived failure by us to comply with

such requirements could have an adverse impact on our business.

Anticipated further evolution of regulations and

legislation on this topic may substantially increase the penalties

to which we could be subject in the event of any

non-compliance.

Compliance with these laws is challenging, constantly evolving

and time consuming and federal

regulators, state attorneys general and plaintiff’s attorneys have been and will

likely continue to be active in this

space.

We may incur substantial expense in complying with legal obligations to be imposed by new regulations

and we may be required to make significant changes to our solutions and

expanding business operations, all of

which may adversely affect our operations.

We also sell products and services that health care providers, such as physicians and dentists, use to store and

manage patient medical or dental records.

These customers and we are subject to laws, regulations and

industry

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

the privacy and security of those records.

Our products or services may be used as part of these customers’

comprehensive data security programs, including in connection with their

efforts to comply with applicable data

privacy and security laws and contractual requirements.

Perceived or actual security vulnerabilities in our products

or services, or the perceived or actual failure by us or our customers who

use our products or services to comply

with applicable legal or contractual data privacy and security requirements,

may not only cause us significant

reputational harm, but may also lead to claims against us by our customers

and/or governmental agencies and

involve substantial fines, penalties and other liabilities and expenses

and costs for remediation.

Additionally, under

the GDPR, health data belong to the category of “sensitive data” and benefit

from specific protection.

Processing

of such data is generally prohibited, except for specific exceptions.

Certain of our businesses involve the manufacture and sale of electronic

health record (EHR) systems and other

products linked to government supported incentive programs, where

the EHR systems must be certified as having

certain capabilities designated in evolving standards, such as those adopted

by CMS and ONC.

In order to maintain

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certification of our EHR products, we must satisfy the changing governmental

standards.

If any other EHR systems

do not meet these standards, yet have been relied upon by health care providers

to receive federal incentive

payments, we may be exposed to risk, such as under federal health care

fraud and abuse laws, including the False

Claims Act.

Additionally, effective September 1, 2023, the HHS-OIG issued a final rule implementing civil money

penalties for information blocking as established by the Cures Act.

OIG incorporated regulations published by

ONC as the basis for enforcing information blocking penalties.

Each information blocking violation carries a $1

million penalty.

While we believe we are substantially in compliance with such certifications

and with applicable

fraud and abuse laws and regulations and that we have adequate compliance

programs and controls in place to

ensure substantial compliance, we cannot predict whether changes in

applicable law, or interpretation of laws, or

resulting changes in our compliance programs and controls, could have a

material adverse effect on our business.

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

may need to

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

Although we believe

we are positioned to accomplish this, the effort may involve increased costs, and

our failure to implement product

modifications, or otherwise satisfy applicable standards, could have a

material adverse effect on our business.

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

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

information becomes

increasingly important.

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

an electronic interface that is incorporated into a medical device.

Tax legislation could materially adversely affect our financial results and tax liabilities.

We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as

foreign jurisdictions.

From time to time, various legislative initiatives may be proposed

that could materially

adversely affect our tax positions.

There can be no assurance that our effective tax rate will not be

materially

adversely affected by legislation resulting from these initiatives.

In addition, tax laws and regulations are extremely

complex and subject to varying interpretations.

Although we believe that our historical tax positions are sound and

consistent with applicable laws, regulations and existing precedent,

there can be no assurance that our tax positions

will not be challenged by relevant tax authorities or that we would be

successful in any such challenge.

We face inherent risk of exposure to product liability, intellectual property infringement and other claims in the

event that the use of the products we sell results in injury.

Our business involves a risk of product liability, intellectual property infringement and other claims in the ordinary

course of business, and from time to time we are named as a defendant

in cases as a result of our distribution of

products.

Additionally, we own and own interests in companies that manufacture certain dental and medical

products.

As a result, we could be subject to the potential risk of product liability, intellectual property

infringement or other claims relating to the manufacture and distribution

of products by those entities.

In addition,

as our corporate brand business continues to grow, purchasers of such products may increasingly seek recourse

directly from us, rather than the ultimate product manufacturer, for product-related claims.

Another potential risk

we face in the distribution of our products is liability resulting from counterfeit

or tainted products infiltrating the

supply chain.

In addition, some of the products that we transport and sell are

considered hazardous materials.

The

improper handling of such materials or accidents involving the transportation

of such materials could subject us to

liability or at least legal action that could harm our reputation.

Customs policies or legislative import restrictions could hinder the Company’s ability to import goods necessary

to our operations on a timely basis and result in government enforcement

actions and/or sanctions.

Government-imposed import policies and legislation regulating the

import of goods and prohibiting the use of

forced labor or human trafficking could result in delays or the inability to import

goods in a timely manner that are

necessary to our operations, and such policies or legislation could also

result in financial penalties, other sanctions,

government enforcement actions and reputational harm.

Certain of our suppliers have had their ability to service

certain markets restricted or negatively impacted because of allegations

of forced labor in their supply chain.

While

the Company has policies against and seeks to avoid the import of goods

that are manufactured in whole or in part

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by forced labor or through human trafficking, as a result of legislative and governmental

policy initiatives, we may

be subject to increasing potential delays, added costs, supply chain disruption

and other restrictions.

GENERAL RISKS

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

and liquidity may be negatively

impacted by the effects of disease outbreaks, epidemics, pandemics, or similar wide-spread

public health

concerns and other natural or man-made disasters, such as terrorism, civil

unrest, fire and extreme weather

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

and liquidity may be negatively

impacted by the effects of disease outbreaks, epidemics, pandemics, similar wide-spread

public health concerns and

other natural or man-made disasters, such as terrorism, civil unrest, fire

and extreme weather (“disasters”).

For

example, as a global health care solutions company, the COVID-19 pandemic and the governmental responses

to it

had a material adverse effect on our business, financial condition, operating results

and cash flows.

The impacts

and potential impacts from the COVID-19 pandemic included, and could include

as a result of other disasters,

adverse impacts such as significant volatility in supply, demand and selling prices, interrupted operations of

industries that use or manufacture the products we distribute for personal

protective equipment (PPE), test kits and

related products, reduction in peoples’ ability and willingness to be in

public, impact of adapted business practices,

volatility in the financial markets, and unavailability or impairment

of our manufacturing, distribution, or other

facilities, or firmwide systems such as our IS.

Our global operations are subject to inherent risks that could materially adversely

affect our business.

Our global operations are subject to risks that could materially adversely affect our business,

including, among

other things:

•

difficulties and costs relating to staffing and managing foreign operations;

•

difficulties and delays inherent in sourcing products, establishing channels of distribution

and contract

manufacturing in foreign markets;

•

fluctuations in the value of foreign currencies;

•

uncertainties relating to trade agreements and international trade relationships;

•

longer payment cycles of foreign customers and difficulty of collecting receivables

in foreign jurisdictions;

•

repatriation of cash from our foreign operations to the United States;

•

regulatory requirements, including, without limitation, anti-bribery, anti-corruption and laws pertaining to

the accuracy of our internal books and records;

•

litigation risks;

•

unexpected difficulties in importing or exporting our products and import/export

tariffs, quotas, sanctions

or penalties;

•

limitations on our ability under local laws to protect our intellectual

property;

•

unexpected regulatory, legal, economic and political changes in foreign markets;

•

changes in tax regulations that influence purchases of capital equipment;

•

civil disturbances, geopolitical turmoil, including terrorism, war or political

or military coups; and

•

risks associated with climate change, including physical risks such as

impacts from extreme weather events

and other potential physical consequences, regulatory and technological

requirements, market

developments, stakeholder expectations and reputational risk.

Our future success is substantially dependent upon our senior

management, and our revenues and profitability

depend on our relationships with capable personnel, as well as

customers, suppliers and manufacturers of the

products that we distribute.

Our future success is substantially dependent upon the efforts and abilities of

members of our existing senior

management, particularly Stanley M. Bergman, Chairman and Chief Executive Officer.

In November 2022, Mr.

Bergman’s employment agreement was extended through December 31, 2025.

Although the Company has an

internal succession plan for its senior leadership team, including Mr. Bergman, the loss of the services of Mr.

Bergman could have a material adverse effect on our business.

We do not currently have “key man” life insurance

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Index to Financial Statements

policies on any of our employees.

Competition for senior management is intense, burnout and turn-over rates

are

increasing workplace concerns, and we may not be successful in

attracting and retaining key personnel.

Additionally, our future revenues and profitability depend on our ability to maintain satisfactory relationships with

qualified personnel, as well as customers, suppliers and manufacturers.

If we fail to maintain our existing

relationships with such persons or fail to acquire relationships with such key

persons in the future, our business may

be materially adversely affected.

Disruptions in the financial markets may materially adversely

affect the availability and cost of credit to us.

Our ability to make scheduled payments or refinance our obligations with

respect to indebtedness will depend on

our operating and financial performance, which in turn is subject to prevailing

economic conditions and financial,

business and other factors beyond our control.

Disruptions in the financial markets may materially adversely affect

the availability and cost of credit to us.

Item 1B.

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

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

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

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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,

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(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

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

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

Not applicable.

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PART

ITEM 5.

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

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)

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.

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.

hsic-20241228p46i0 hsic-20241228p46i1

hsic-20241228p46i2 hsic-20241228p46i3

hsic-20241228p46i4

hsic-20241228p46i5

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$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]

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ITEM 7.

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.

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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 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.

Cyber Incident

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.

On November 22, 2023, we experienced a disruption of our

ecommerce platform and related applications, which was remediated.

During the year ended December 28, 2024, we had a sales decrease

in our dental and medical distribution

businesses, which we believe was primarily a result of lower sales to episodic

customers following last year’s cyber

incident.

We have a number of programs underway focused on re-establishing these customers.

During the years ended December 28, 2024 and December 30, 2023, we

incurred $9 million and $11 million of

expenses directly related to the cyber incident, mostly consisting of professional

fees.

We maintain cyber

insurance, subject to certain retentions and policy limitations.

With respect to the October 2023 cyber incident, we

have a $60 million insurance policy, following a $5 million retention.

During the year ended December 28, 2024,

we submitted a claim under this policy for $60 million and received

insurance proceeds of $40 million, with the

remaining $20 million of the claim being under review by our insurance

providers.

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Executive-Level Overview

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

by a network of people and

technology.

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.

serve more than one million customers

worldwide including dental practitioners, laboratories, physician practices and

ambulatory surgery centers, as well

as government, institutional health care clinics and other alternate care clinics.

believe that we have a strong

brand identity due to our more than 93 years of experience distributing health

care products.

are headquartered in Melville, New York, employ approximately 25,000 people (of which approximately

13,000 are based outside of the United States) and have operations or affiliates in 33 countries

and territories.

Our

broad global footprint has evolved over time through our organic growth as well

as through contribution from

strategic acquisitions.

have established strategically located distribution centers around

the world to enable us to 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.

While our primary go-to-market strategy is in our capacity as a distributor, we also market and sell our own

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

also manufacture,

source and sell a range of company-owned manufactured products, primarily implants,

biomaterial products,

endodontics, handpiece and small equipment, hand instrument and repair, restoratives, orthodontics, wound

care,

orthopedics and dental lab products.

have achieved scale in these global businesses primarily through

acquisitions, as manufacturers of these products typically do not utilize

a distribution channel to serve customers.

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 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.

A key element to grow closer to our customers is our One Schein initiative, which

is a unified go-to-market

approach that enables practitioners to work synergistically with our supply chain,

equipment sales and service and

other value-added services, allowing our customers to leverage the

combined value that we offer through a single

program.

Specifically, One Schein provides customers with streamlined access to our comprehensive offering of

national brand products, our corporate brand products and proprietary specialty

products and solutions (including

implant, orthodontic and endodontic products).

In addition, customers have access to a wide range of services,

including software and other value-added services.

Industry Overview

In recent years, the health care industry has increasingly focused on 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 DSOs, GPOs, HMOs, group practices, other managed care

accounts and collective buying groups, which,

in addition to their emphasis on obtaining products at competitive prices,

tend to favor distributors capable of

providing specialized management information support.

believe that the trend towards cost containment has

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

which can enhance the

efficiency and facilitation of practice management.

Our operating results in recent years have been significantly affected by strategies

and transactions that we

undertook to expand our business, domestically and internationally, in part to address significant changes in the

health care industry, including consolidation of health care distribution companies, health care reform, trends

toward managed care, cuts in Medicare and collective purchasing arrangements.

Industry Consolidation

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

and diverse.

The industry ranges from sole practitioners working out of

relatively small offices to group practices

or service organizations ranging in size from a few practitioners to a large number of practitioners who have

combined or otherwise associated their practices.

Due in part to the inability of office-based health care practitioners to store and manage

large quantities of supplies

in their offices, the distribution of health care supplies and small equipment to office-based health

care practitioners

has been characterized by frequent, small quantity orders, and a need for rapid,

reliable and substantially complete

order fulfillment.

The purchasing decisions within an office-based health care practice are typically

made by the

practitioner or an administrative assistant.

Supplies and small equipment are generally purchased from more

than

one distributor, with one generally serving as the primary supplier.

The trend of consolidation extends to our customer base.

Health care practitioners are increasingly seeking to

partner, affiliate or combine with larger entities such as hospitals, health systems, group practices or physician

hospital organizations.

In many cases, purchasing decisions for consolidated groups

are made at a centralized or

professional staff level; however, orders are delivered to the practitioners’ offices.

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.

Our approach to acquisitions and joint ventures has been to expand our role as

a provider of products and services

to the health care industry.

This trend has resulted in our expansion into service areas that complement

our existing

operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired

businesses.

As industry consolidation continues, we believe that we are positioned to

capitalize on this trend, as we believe we

have the ability to support increased sales through our existing infrastructure, although

there can be no assurances

that we will be able to successfully accomplish this.

are focused on building relationships with decision makers

who do not reside in the office-based practitioner setting.

As the health care industry continues to change, we continually evaluate possible

candidates for joint venture or

acquisition and intend to continue to seek opportunities to expand our

role as a provider of products and services to

the health care industry.

There can be no assurance that we will be able to successfully pursue

any such

opportunity or consummate any such transaction, if pursued.

If additional transactions are entered into or

consummated, we would incur merger and/or acquisition-related costs, and there

can be no assurance that the

integration efforts associated with any such transaction would be successful.

Aging Population and Other Market Influences

The health care products distribution industry continues to experience growth

due to the aging population,

increased health care awareness, the proliferation of medical technology

and testing, new pharmacological

treatments, and expanded third-party insurance coverage, partially offset by the effects of unemployment

Table of Contents

Index to Financial Statements

insurance coverage.

In addition, the physician market continues to benefit from the

shift of procedures and

diagnostic testing from acute care settings to alternate-care sites, particularly

physicians’ offices.

According to the U.S. Census Bureau’s International Database, between 2024 and 2034, the 45 and older

population is expected to grow by approximately 10%.

Between 2024 and 2044, this age group is expected to grow

by approximately 18%.

This compares with expected total U.S. population growth

rates of approximately 4%

between 2024 and 2034 and approximately 6% between 2024 and 2044.

According to the U.S. Census Bureau’s International Database, in 2024 there are approximately seven million

Americans aged 85 years or older, the segment of the population most in need of long-term care

and elder-care

services.

By the year 2050, that number is projected to increase to approximately

17 million.

The population aged

65 to 84 years is projected to increase by approximately 18% during

the same period.

As a result of these market dynamics, annual expenditures for health care services

continue to increase in the

United States.

believe that demand for our products and services will grow while

continuing to be impacted by

current and future operating, economic, and industry conditions.

The Centers for Medicare and Medicaid Services

or CMS published “National Health Expenditure Data” indicating that

total national health care spending reached

approximately $4.9 trillion in 2023, or 17.6% of the nation’s gross domestic product, the benchmark measure

for

annual production of goods and services in the United States.

Health care spending is projected to reach

approximately $7.7 trillion by 2032, or 19.7% of the nation’s projected gross domestic product.

Government

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

impact our financial performance,

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

effect on our business.

See “

Item

Business – Governmental Regulations

” for a discussion of laws, regulations and governmental activity

that may

affect our results of operations and financial condition.

Table of Contents

Index to Financial Statements

Results of Operations

The following tables summarize the significant components of our operating

results and cash flows for each of the

three years ended December 28, 2024, December 30, 2023, and December

31, 2022 (in millions):

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Operating results:

Net sales

12,673

12,339

12,647

Cost of sales

8,657

8,479

8,816

Gross profit

4,016

3,860

3,831

Operating expenses:

Selling, general and administrative

3,034

2,956

2,771

Depreciation and amortization

251

209

182

Restructuring and integration costs

110

131

Operating income

621

615

747

Other expense, net

(108)

(73)

(26)

Income taxes

(128)

(120)

(170)

Net income

398

436

566

Net income attributable to Henry Schein, Inc.

390

416

538

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Cash flows:

Net cash provided by operating activities

848

500

602

Net cash used in investing activities

(430)

(1,135)

(276)

Net cash provided by (used in) financing activities

(510)

701

(315)

Table of Contents

Index to Financial Statements

Plans of Restructuring and Integration Costs

On August 6, 2024, we committed to a new restructuring plan (the “2024

Plan”) to integrate recent acquisitions,

right-size operations and further increase efficiencies.

During the year ended December 28, 2024, we recorded

restructuring charges associated with the 2024 Plan of $73 million, which primarily

related to severance and

employee-related costs, accelerated amortization of right-of-use

lease assets and fixed assets, impairment of

intangible assets related to the disposal of a portion of a business

and other exit costs.

We expect to record

restructuring charges associated with the 2024 Plan in 2025; however an estimate

of the amount of these charges

has not yet been determined.

During the year ended December 28, 2024, in connection with the 2024 Plan,

we recorded an impairment of

goodwill and intangible assets of $13 million related to the disposal of a portion

of a business.

This impairment is

included in the $73 million of restructuring charges discussed above and related

to the Global Specialty Products

segment.

On August 1, 2022, we committed to a restructuring plan (the “2022

Plan”) focused on funding the priorities of the

BOLD+1 strategic plan, streamlining operations and other initiatives to

increase efficiency.

The 2022 Plan has

been completed as of July 31, 2024.

During the years ended December 28, 2024, December

30, 2023, and

December 31, 2022, in connection with our 2022 Plan, we recorded restructuring

costs of $37 million, $80 million,

and $128 million, respectively.

The restructuring costs for these periods primarily related to

severance and

employee-related costs, accelerated amortization of right-of-use

lease assets and fixed assets, impairment of

intangible assets related to disposal of a U.S. business,

and other exit costs.

During the year ended December 30, 2023, in connection with the 2022 Plan,

we recorded an impairment of an

intangible asset of $12 million related to disposal of a U.S. business.

This impairment is included in the $80

million of restructuring costs discussed above and related to the Global Specialty

Products segment.

The disposal

was completed during the first quarter of 2024.

During the year ended December 31, 2022, in connection with the 2022 Plan,

we vacated one of the buildings at our

corporate headquarters in Melville, New York, which resulted in an accelerated amortization of a right-of-use lease

asset of $34 million.

We also initiated the disposal of a non-profitable U.S. business within the Global Specialty

Products segment and recorded related costs of $49 million, which primarily

consisted of impairment of intangible

assets and goodwill, inventory impairment, and severance and employee-related

costs, which are included in the

Global Specialty Products segment.

These costs are included in the $128 million of restructuring

charges discussed

above.

The disposal was completed during the first quarter of 2023.

On August 26, 2022, we acquired Midway Dental Supply.

In connection with this acquisition, during the year

ended December 31, 2022, we recorded integration costs of $3 million

related to one-time employee and other

costs, as well as restructuring charges of $9 million, which are included in the

$128 million of restructuring charges

discussed above.

The integration and restructuring costs related to Midway Dental

Supply are recorded in the

Global Distribution and Value-Added Services segment.

Table of Contents

Index to Financial Statements

2024 Compared to 2023

Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other

Expense, Net; and Income Taxes are

based on actual values and may not recalculate due to rounding.

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.

All prior comparative segment information has been recast

to reflect our new segment structure.

Net Sales

Net sales by reportable segment and by major product or service type were

as follows:

% of

Increase / (Decrease)

2024

Total

2023

Total

Global Distribution and Value

-Added Services

Global Dental merchandise

(1)

4,727

37.3

4,787

38.8

(60)

(1.3)

Global Dental equipment

(2)

1,719

13.6

1,671

13.5

2.9

Global Value

-added services

(3)

233

1.8

191

1.6

21.5

Global Dental

6,679

52.7

6,649

53.9

0.4

Global Medical

(4)

4,081

32.2

3,912

31.7

169

4.3

Total Global Distribution and Value

-Added Services

10,760

84.9

10,561

85.6

199

1.9

Global Specialty Products

(5)

1,446

11.4

1,331

10.8

115

8.7

Global Technology

(6)

630

5.0

602

4.9

4.7

Eliminations

(163)

(1.3)

(155)

(1.3)

(8)

n/a

Total

12,673

100.0

12,339

100.0

334

2.7

(1)

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

implants, gypsum, acrylics, articulators, abrasives, PPE products,

and our own corporate brand of consumable merchandise.

(2)

Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and

high-tech and digital restoration equipment.

(3)

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

(4)

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

products, equipment, PPE products and vitamins.

(5)

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.

(6)

Consists of practice management software, e-services, and other products, which are distributed to health care providers.

The components of our sales growth/(decline) were as follows:

Local Currency Growth/(Decline)

Total Local

Currency

Growth/(Decline)

Foreign

Exchange

Impact

Total Sales

Growth/(Decline)

Local Internal

Growth

Acquisition

Growth

Global Distribution and Value

-Added Services

Global Dental Merchandise

(1.2)

0.2

(1.0)

(0.3)

(1.3)

Global Dental Equipment

2.7

0.3

3.0

(0.1)

2.9

Global Value

-added services

0.4

21.4

21.8

(0.3)

21.5

Global Dental

(0.2)

0.9

0.7

(0.3)

0.4

Global Medical

(1.2)

5.5

4.3

Total Global Distribution and Value

-Added Services

(0.6)

2.6

2.0

(0.1)

1.9

Global Specialty Products

0.1

9.1

9.2

(0.5)

8.7

Global Technology

2.4

2.0

4.4

0.3

4.7

Total

(0.4)

3.3

2.9

(0.2)

2.7

Table of Contents

Index to Financial Statements

Global Sales

Global net sales for the year ended December 28, 2024 increased 2.7%.

The components of sales growth are

presented in the table above.

The 0.4% decrease in our internally generated local currency sales was primarily

attributable to the migration to

lower priced products and the challenging economic environment in

certain markets and lower sales of PPE

products and COVID-19 test kits.

For the year ended December 28, 2024, the estimated increase in

internally

generated local currency sales, excluding PPE products and COVID-19

test kits, was 0.3%.

Global Distribution and Value-Added Services Sales

Global Distribution and Value-Added Services net sales for the year ended December 28, 2024 increased 1.9%.

The components of our sales increase are presented in the table

above.

The 0.2% decrease in internally generated local currency dental sales was primarily

due to the migration to lower

priced dental merchandise products and a challenging economic environment

in certain markets, and lower sales of

PPE products.

The decrease was partially offset by sales growth in traditional equipment and parts and

services in

the United States and sales growth in digital equipment in our international

markets, partially offset by lower sales

of digital equipment in the United States and declines in sales of

traditional equipment in certain international

markets.

The growth in traditional equipment benefited from installation

delays during the fourth quarter of 2023

after the cyber incident.

The 1.2% decrease in internally generated local currency medical sales reflects

the conversion of certain

pharmaceutical products to lower priced generics, and lower sales of PPE

products,

COVID-19 test kits and

influenza vaccines, partially offset by strong sales of point-of-care diagnostics including

multi-assay flu/COVID

combination test kits.

The acquisition growth in medical sales was attributable to our expansion

in the Home Solutions market, including

the acquisition of Shield Healthcare during the year ended December

30, 2023.

The acquisition growth in value-

added services within dental sales was attributable primarily to an acquisition

of a practice transitions business in

2023.

We estimate that sales of PPE products and COVID-19 test kits were approximately $622

million for the year

ended December 28, 2024 as compared to $710 million for the year ended

December 30, 2023 representing an

estimated decrease of $88 million.

The estimated $88 million net decrease in sales of PPE products

and COVID-19

test kits represents 5.8% of Global Distribution and Value-Added Services

net sales for the year ended December

28, 2024, and was primarily due to lower glove prices and reduced demand

following the cyber incident.

The

estimated increase in the segment’s internally generated local currency sales, excluding PPE products and COVID-

19 test kits, was 0.3%.

Global Specialty Products

Global Specialty Products net sales for the year ended December

28, 2024 increased

8.7%.

The components of our

sales increase are presented in the table above.

The internally generated local currency sales were relatively flat due to implant

sales growth in certain international

markets and growth in endodontics sales in the United States and

international markets, offset by a decline in

implant sales in the United States and lower orthodontic sales.

The increase in local currency Global Specialty

Products sales was attributable to the acquisitions of TriMed during the year ended December 28, 2024,

and

Biotech Dental and S.I.N. Implant System during the year ended December

30, 2023.

Table of Contents

Index to Financial Statements

Global Technology

Global Technology net sales for the year ended December 28, 2024 increased 4.7%.

The components of sales

growth are presented in the table above.

The internally generated local currency increase of 2.4% in Global Technology sales was primarily attributable to a

continued increase in the number of cloud-based users of our practice management

software and an increase in

revenue cycle management solutions and our analytical products.

Gross Profit

Gross profit and gross margin percentages by segment and in total were as follows:

Gross

Increase / (Decrease)

2024

Margin %

2023

Margin %

Global Distribution and Value

-Added Services

2,776

25.8

2,699

25.6

3.2

Global Specialty Products

802

55.4

720

54.1

11.3

Global Technology

424

67.4

417

69.2

1.9

Corporate

n/a

(10)

(41.4)

Total

4,016

31.7

3,860

31.3

156

4.1

As a result of different practices of categorizing costs associated with distribution networks

throughout our

industry, our gross margins may not necessarily be comparable to other distribution companies.

Gross margin

percentages vary between our segments.

We realize substantially higher gross margin from sales of products that

we develop and manufacture within our Global Specialty Products segment

compared to gross margin from sales of

products that we distribute within our Global Distribution and Value-Added Services segment.

Within our Global

Technology segment, higher gross margins result from us being both the developer and seller of software products

and services.

Within our Global Distribution and Value

-Added Services segment, gross profit margins may vary between the

periods as a result of the changes in the mix of products sold as well as

changes in our customer mix.

With respect

to customer mix, sales to our large-group customers are typically completed at lower gross

margins due to the

higher volumes sold as opposed to the gross margin on sales to office-based practitioners, who normally

purchase

lower volumes.

The increase in Global Distribution and Value-Added Services gross profit for the year ended December 28, 2024

compared to the prior-year-period is due to acquisitions and margin expansion providing a favorable impact

of sales

mix of higher-margin products.

The increase in Global Specialty Products gross profit reflects increased

sales volume and higher gross profit from

internally generated sales and gross profit from acquisitions.

The increase in gross margin rates was due to product

mix.

The increase in Global Technology gross profit is the result of a higher gross profit from internally generated sales

and gross profit from acquisitions.

The decrease in gross margin rates was due to increased vendor costs and

product mix.

Table of Contents

Index to Financial Statements

Operating Expenses

Operating expenses (consisting of selling, general and administrative

expenses; depreciation and amortization; and

restructuring and integration costs) by segment were as follows:

% of

Respective

Increase / (Decrease)

2024

Net Sales

2023

Net Sales

Global Distribution and Value

-Added Services

2,080

19.3

2,034

19.3

2.3

Global Specialty Products

624

43.2

545

41.0

14.4

Global Technology

272

43.2

275

45.6

(3)

(0.8)

Corporate

n/a

116

n/a

(25)

(22.1)

3,067

24.2

2,970

24.1

3.3

Adjustments

(1)

328

n/a

275

n/a

Total operating expenses

3,395

26.8

3,245

26.3

150

4.6

(1)

Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.

These items may vary independently of business performance.

Please see

Note 4 – Segment and Geographic Data

These

adjustments (current year vs. prior year) consist of (i) acquisition intangible amortization ($184 million vs. $150 million); (ii)

restructuring costs ($110 million vs. $80 million); (iii) changes in contingent consideration ($45 million vs. $0 million); (iv) cyber

incident third-party advisory expenses, net of insurance proceeds ($31 million net proceeds vs. $11 million net expenses); (v)

impairment of capitalized assets ($12 million vs. $27 million); (vi) impairment of intangible assets ($0 million vs. $7 million); (vii)

litigation settlements ($6 million vs. $0 million); and (viii) costs associated with shareholder advisory matters ($2 million vs. $0

million).

The net increase in operating expenses is attributable to the following:

Operating Costs

(excluding

acquisitions)

Acquisitions

Adjustments

Total

Global Distribution and Value

-Added Services

(23)

Global Specialty Products

Global Technology

(8)

(3)

Corporate

(25)

(47)

144

Adjustments

Total operating expenses

(47)

144

150

The components of the net increase in total operating expenses are presented

in the table above.

The decrease in

operating costs (excluding acquisitions) during the year ended December 28,

2024 included cost savings from our

restructuring activities and reflected a gain of $19 million related to the remeasurement

to fair value of a previously

held equity investment within our Global Distribution and Value-Added Services segment.

Other Expense, Net

Other expense, net was as follows:

Variance

2024

2023

Interest income

39.8

Interest expense

(131)

(87)

(44)

(51.7)

Other, net

(1)

(3)

n/a

Other expense, net

(108)

(73)

(35)

(49.3)

Interest income increased primarily due to increased interest rates.

Interest expense increased primarily due to

increased borrowings and increased interest rates.

Table of Contents

Index to Financial Statements

Income Taxes

Our effective tax rate was 24.9% for the year ended December 28, 2024, compared to 22.1%

for the prior year

period.

The difference between our effective and federal statutory tax rates primarily relates to state

and foreign

income taxes and interest expense.

The Organization of Economic Co-Operation and Development (OECD) issued

technical and administrative

guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of

large multinational businesses on a country-by-country basis.

Effective January 1, 2024, the minimum global tax

rate is 15% for various jurisdictions pursuant to the Pillar Two rules.

Future tax reform resulting from these

developments may result in changes to long-standing tax principles, which

may adversely impact our effective tax

rate going forward or result in higher cash tax liabilities.

As of December 28, 2024,

the impact of the Pillar Two

rules to our financial statements was immaterial.

Table of Contents

Index to Financial Statements

2023 Compared to 2022

Discussion of the results of operations for the year ended December

30, 2023 as compared to December 31, 2022

was included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results

Operations” in the Company’s Form 10-K for the year ended December 30, 2023, as filed with the SEC on

February 28, 2024. 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.

A discussion of the results of operations for the year ended

December 30, 2023 as

compared to December 31, 2022 for net sales and segment adjusted operating

income based on the realigned

segments is presented below.

Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other

Expense, Net; and Income Taxes are

based on actual values and may not recalculate due to rounding.

Net Sales

Net sales were as follows:

% of

Increase / (Decrease)

2023

Total

2022

Total

Global Distribution and Value

-Added Services

Global Dental merchandise

(1)

4,787

38.8

4,763

37.7

0.5

Global Dental equipment

(2)

1,671

13.5

1,715

13.5

(44)

(2.6)

Global Value

-added services

(3)

191

1.6

151

1.2

27.1

Global Dental

6,649

53.9

6,629

52.4

0.3

Global Medical

(4)

3,912

31.7

4,346

34.4

(434)

(10.0)

Total Global Distribution and Value

-Added Services

10,561

85.6

10,975

86.8

(414)

(3.8)

Global Specialty Products

(5)

1,331

10.8

1,273

10.1

4.6

Global Technology

(6)

602

4.9

549

4.3

9.6

Eliminations

(155)

(1.3)

(150)

(1.2)

(5)

n/a

Total

12,339

100.0

12,647

100.0

(308)

(2.4)

(1)

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

implants, gypsum, acrylics, articulators, abrasives, PPE products,

and our own corporate brand of consumable merchandise.

(2)

Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and

high-tech and digital restoration equipment.

(3)

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

(4)

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

products, equipment, PPE products and vitamins.

(5)

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.

(6)

Consists of practice management software, e-services, and other products, which are distributed to health care providers.

The components of our sales growth/(decline) were as follows:

Local Currency Growth/(Decline)

Total Local

Currency

Growth/

(Decline)

Foreign

Exchange

Impact

Total Sales

Growth/

(Decline)

Local

Internal

Growth

Acquisition

Growth

Extra Week

Impact

Global Distribution and Value

-Added Services

Global Dental Merchandise

(0.6)

2.2

(1.0)

0.6

(0.1)

0.5

Global Dental Equipment

(1.7)

1.1

(2.1)

(2.7)

0.1

(2.6)

Global Value

-added services

11.4

16.5

(0.7)

27.2

(0.1)

27.1

Global Dental

(0.6)

2.2

(1.3)

0.3

Global Medical

(11.0)

2.3

(1.3)

(10.0)

Total Global Distribution and Value

-Added Services

(4.7)

2.2

(1.3)

(3.8)

Global Specialty Products

(4.0)

8.7

(1.0)

3.7

0.9

4.6

Global Technology

8.3

2.1

(0.8)

9.6

Total

(4.2)

2.9

(1.2)

(2.5)

0.1

(2.4)

Table of Contents

Index to Financial Statements

Global Sales

We report our results of operations on a 52 or 53 weeks per fiscal year basis ending on the last Saturday of

December.

The year ended December 30, 2023 consisted of 52 weeks, and

the year ended December 31, 2022

consisted of 53 weeks,

resulting in an extra week of sales.

Global net sales for the year ended December 30, 2023 decreased 2.4%.

The components of our sales decline are

presented in the table above.

The 4.2% decrease in our internally generated local currency sales was primarily

attributable to a decrease in sales

of PPE products and COVID-19 test kits.

For the nine months ended September 30, 2023, the estimated

increase in

internally generated local currency sales, excluding PPE products

and COVID-19 test kits, was 3.5%.

However, as

a result of the adverse impact of the 2023 cyber incident during the quarter ended

December 30, 2023, our

internally generated local currency sales, excluding sales of PPE products

and COVID-19 test kits, on a full year

basis were flat compared to the prior year.

Global Distribution and Value-Added Services Sales

Global Distribution and Value-Added Services net sales for the year ended December 30, 2023 decreased 3.8%.

The components of our sales decline are presented in the table above.

The 0.6% decrease in internally generated local currency dental sales was attributable

to a decrease in sales of

dental merchandise and dental equipment as a result of the adverse

impact of the 2023 cyber incident.

The 11.0% decrease in internally generated local currency medical sales is primarily attributable

to the impact of

the 2023 cyber incident and to lower sales of PPE products and COVID-19

test kits and other point-of-care

diagnostic products.

The acquisition growth in medical sales was attributable to our expansion

in the Home Solutions market, including

the acquisition of Shield Healthcare during the year ended December

30, 2023.

The acquisition growth in value-

added services was attributable primarily to an acquisition of a practice

transitions business in 2023.

The increase in internally generated local currency value-added services

sales is attributable to an increase in our

dental billing solutions, partially offset by the expiration, during the year ended

December 31, 2022, of a modestly

profitable government contract in one of our value-added services businesses.

We estimate that sales of PPE products and COVID-19 test kits were approximately $710

million for the year

ended December 30, 2023

as compared to $1,238 million for the year ended December 31, 2022

representing an

estimated decrease of $528 million.

The estimated $528 million net decrease in sales of PPE products

and COVID-

19 test kits represents 5.0%

of Global Distribution and Value-Added Services net sales for the year ended

December 30, 2023 and was primarily due to lower market prices and loss of

demand during the 2023 cyber

incident.

Excluding PPE products and COVID-19 test kits, our internally

generated local currency sales were flat.

Global Specialty Products

Global Specialty Products net sales for the year ended December 30, 2023

increased 4.6%.

The components of

sales increase are presented in the table above.

The decrease in internally generated local currency sales was primarily

attributable to lower sales in our

orthodontics business,

partially impacted by a patent expiration and the October 2023

cyber incident and declines in

certain other health care related consumable merchandise products.

The acquisition growth in Global Specialty Products sales was attributable

to the acquisitions of Biotech Dental and

S.I.N. Implant system during the year ended December 30, 2023.

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Index to Financial Statements

Global Technology

Global Technology net sales for the year ended December 30, 2023 increased 9.6%.

The components of our sales

growth are presented in the table above.

During the year ended December 30, 2023, the trend for sales of practice

management software growth remained strong as we continued to

increase the number of cloud-based users.

also experienced increased demand for our revenue cycle management solutions

and our analytical products.

This

segment of our business was not directly affected by the 2023 cyber

incident in the fourth quarter.

Gross Profit

Gross profit and gross margin percentages by reportable segment were as follows:

Gross

Increase / (Decrease)

2023

Margin %

2022

Margin %

Global Distribution and Value

-Added Services

2,699

25.6

2,769

25.2

(70)

(2.5)

Global Specialty Products

720

54.1

678

53.3

6.3

Global Technology

417

67.4

375

69.2

11.3

Corporate

n/a

152.9

Total

3,860

31.7

3,831

31.3

0.8

As a result of different practices of categorizing costs associated with distribution networks

throughout our

industry, our gross margins may not necessarily be comparable to other distribution companies.

Gross margin

percentages vary between our segments.

We realize substantially higher gross margin from sales of products that

we develop and manufacture within our Global Specialty Products segment

compared to gross margin from sales of

products that we distribute within our Global Distribution and Value-Added Services segment.

Within our Global

Technology segment, higher gross margins result from us being both the developer and seller of software products

and services.

Within our Global Distribution and Value

-Added Services segment, gross profit margins may vary between the

periods as a result of the changes in the mix of products sold as well as

changes in our customer mix.

For example,

sales of our corporate brand and certain specialty products achieve

gross profit margins that are higher than average

total gross profit margins of all products.

With respect to customer mix, sales to our large-group customers are

typically completed at lower gross margins due to the higher volumes sold as opposed

to the gross margin on sales

to office-based practitioners, who normally purchase lower volumes.

The decrease in Global Distribution and Value-Added Services gross profit for the year ended December 30, 2023

compared to the prior year was due to the 2023 cyber incident and a

reduction in sales of PPE products and

COVID-19 test kits, partially offset by additional gross profit from acquisitions.

The increase in Global Specialty Products gross profit is primarily attributable

to gross profit from our acquisitions

offset by lower gross profit from our orthodontics business and certain other health

care related consumable

merchandise products.

The increase in gross margin rates was due to a favorable impact of sales mix.

The increase in Global Technology gross profit reflects increased local currency revenues and additional gross

profit from acquisitions.

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Index to Financial Statements

Operating Expenses

Operating expenses (consisting of selling, general and administrative

expenses; depreciation and amortization,

restructuring and integration costs) by segment were as follows:

% of

Respective

Increase / (Decrease)

2023

Net Sales

2022

Net Sales

Global Distribution and Value

-Added Services

2,034

19.3

1,936

17.6

5.0

Global Specialty Products

545

41.0

486

38.2

12.3

Global Technology

275

45.6

250

45.4

10.1

Corporate

116

n/a

121

n/a

(5)

(4.9)

2,970

24.1

2,793

22.1

177

6.3

Adjustments

(1)

275

n/a

291

n/a

(16)

n/a

Total operating expenses

3,245

26.3

3,084

24.4

161

5.2

(1)

Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.

These items may vary independently of business performance.

Please see

Note 4 – Segment and Geographic Data

These

adjustments (current year vs. prior year) consist of (i) acquisition intangible amortization ($150 million vs. $126 million); (ii)

restructuring costs ($80 million vs. $131 million); (iii) cyber incident third-party advisory expenses ($11 million vs. $0 million);

(iv) impairment of capitalized assets ($27 million vs. $0 million); and (v) impairment of intangible assets ($7 million vs. $34

million).

The net increase in operating expenses is attributable to the following:

Operating Costs

(excluding

acquisitions)

Acquisitions

Adjustments

Total

Global Distribution and Value

-Added Services

Global Specialty Products

(12)

Global Technology

Corporate

(5)

128

177

Adjustments

(16)

Total operating expenses

128

(16)

161

The increase in operating costs (excluding acquisitions) during the year ended

December 30, 2023 includes

increases in payroll and payroll related costs primarily in our Global

Distribution and Value-Added Services

segment.

During the year ended December 30, 2023, our operating expenses

were favorably impacted by the

recognition of a remeasurement gain of $18 million following an acquisition of

a controlling interest of a previously

held equity investment.

Other Expense, Net

Other expense, net was as follows:

Variance

2023

2022

Interest income

125.1

Interest expense

(87)

(35)

(52)

(148.7)

Other, net

(3)

(4)

n/a

Other expense, net

(73)

(26)

(47)

(172.9)

Interest income increased primarily due to increased interest rates.

Interest expense increased primarily due to

increased borrowings and increased interest rates.

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Index to Financial Statements

Income Taxes

Our effective tax rate was 22.1% for the year ended December 30, 2023 compared to 23.5%

for the prior year.

each year, the difference between our effective and federal statutory tax rates primarily relates to state and foreign

income taxes and interest expense.

The Organization of Economic Co-Operation and Development (OECD) issued

technical and administrative

guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of

large multinational businesses on a country-by-country basis.

Effective January 1, 2024, the minimum global tax

rate is 15% for various jurisdictions pursuant to the Pillar Two rules.

Future tax reform resulting from these

developments may result in changes to long-standing tax principles, which

may adversely impact our effective tax

rate going forward or result in higher cash tax liabilities.

As of December 30, 2023, the impact of the Pillar Two

rules to our financial statements was immaterial.

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Index to Financial Statements

Liquidity and Capital Resources

Our principal capital requirements have included funding of acquisitions, purchases

of additional noncontrolling

interests, repayments of debt principal, the funding of working capital needs,

purchases of fixed assets and

repurchases of common stock.

Working capital requirements generally result from increased sales, special

inventory forward buy-in opportunities and payment terms for receivables

and payables.

Historically, sales have

tended to be stronger during the second half of the year and special inventory

forward buy-in opportunities have

been most prevalent just before the end of the year, and have caused our working capital requirements

to be higher

from the end of the third quarter to the end of the first quarter of

the following year.

We finance our business primarily through cash generated from our operations, revolving credit facilities and debt

placements.

Please see

Note 14 – Debt

for further information.

Our ability to generate sufficient cash flows from

operations is dependent on the continued demand of our customers

for our products and services, and access to

products and services from our suppliers.

Our business requires a substantial investment in working capital, which

is susceptible to fluctuations during the

year as a result of inventory purchase patterns and seasonal demands.

Inventory purchase activity is a function of

sales activity, special inventory forward buy-in opportunities and our desired level of inventory.

We finance our business to provide adequate funding for at least 12 months.

Funding requirements are based on

forecasted profitability and working capital needs, which, on occasion, may

change.

Consequently, we may change

our funding structure to reflect any new requirements.

We believe that our cash and cash equivalents, our ability to access private debt markets and public equity markets,

and our available funds under existing credit facilities provide us with

sufficient liquidity to meet our currently

foreseeable short-term and long-term capital needs.

Our acquisition strategy is focused on investments in companies that

add new customers and sales teams, increase

our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we

have already invested in businesses), and finally, those that enable us to access new products and technologies.

Net cash provided by operating activities was $848 million for the

year ended December 28, 2024, compared to net

cash provided by operating activities of $500 million for the prior year.

The net change of $348 million was

primarily attributable to changes in working capital accounts (primarily accounts

receivable and inventory), and

higher cash net income.

The residual impacts of the 2023 cyber incident on our working

capital during the year

ended December 28, 2024 included an increase in operating cash flows from

accounts receivable due to improved

collection levels and decreased cash flows from accounts payable and accrued

expenses resulting from previously

delayed payments.

Net cash used in investing activities was $430 million for the year

ended December 28, 2024, compared to net cash

used in investing activities of $1,135 million for the prior year.

The net change of $705 million was primarily

attributable to decreased payments for equity investments and business

acquisitions.

Net cash used in financing activities was $510 million for the year

ended December 28, 2024, compared to net cash

provided by financing activities of $701 million for the prior year.

The net change of $1,211 million was primarily

due to decreased net borrowings from debt to finance our investments,

increased acquisitions of noncontrolling

interests in subsidiaries and increased repurchases of common stock.

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Index to Financial Statements

The following table summarizes selected measures of liquidity and capital

resources:

December 28,

December 30,

2024

2023

Cash and cash equivalents

122

171

Working

capital

(1)

1,180

1,805

Debt:

Bank credit lines

650

264

Current maturities of long-term debt

150

Long-term debt

1,830

1,937

Total debt

2,536

2,351

Leases:

Current operating lease liabilities

Non-current operating lease liabilities

259

310

(1)

Includes $241 million and $284 million of certain accounts receivable which serve as security for U.S. trade accounts receivable

securitization at December 28, 2024 and December 30, 2023, respectively.

Our cash and cash equivalents consist of bank balances and investments

in money market funds representing

overnight investments with a high degree of liquidity.

Accounts receivable days sales outstanding and inventory turns

Our accounts receivable days sales outstanding from operations

increased to 47.3 days as of December 28, 2024

from 46.2 days as of December 30, 2023.

Adjusted for the impact of the cyber incident our days sales outstanding

decreased to 45.7 days as of December 28, 2024.

During the years ended December 28, 2024 and December

30,

2023, we wrote off approximately $12 million and $16 million, respectively, of fully reserved accounts receivable

against our trade receivable reserve.

Our inventory turns from operations increased to 5.0 as of December

28, 2024

from 4.5 as of December 30, 2023.

Our working capital accounts may be impacted by current and

future economic

conditions.

Contractual obligations

The following table summarizes our contractual obligations related

to fixed and variable rate long-term debt and

finance lease obligations, including interest (assuming a weighted

average interest rate of 4.88%), as well as

inventory purchase commitments and operating lease obligations

as of December 28, 2024:

Payments due by period

< 1 year

2 - 3 years

4 - 5 years

> 5 years

Total

Contractual obligations:

Long-term debt, including interest

140

1,053

337

657

2,187

Inventory purchase commitments

Operating lease obligations

130

378

Transition tax obligations

Finance lease obligations, including interest

Total

263

1,191

418

738

2,610

For information relating to our debt please see

Note 14 – Debt

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Index to Financial Statements

Leases

We have operating and finance leases for corporate offices, office space, distribution and other facilities, vehicles

and certain equipment.

Our leases have remaining terms of less than one year to approximately

17 years, some of

which may include options to extend the leases for up to 15 years.

As of December 28, 2024, our right-of-use

assets related to operating leases were $293 million and our current and

non-current operating lease liabilities were

$75 million and $259 million, respectively.

Please see

Note 8 – Leases

for further information.

Stock Repurchases

On January 27, 2025, our Board authorized the repurchase of up

to an additional $500 million in shares of our

common stock.

From March 3, 2003 through December 28, 2024, we repurchased $5.1

billion, or 95,814,454 shares, under our

common stock repurchase programs, with $380 million available

as of December 28, 2024 for future common stock

share repurchases.

Subject to market conditions and other factors, we plan to continue

to accelerate our share

repurchase activity.

Redeemable Noncontrolling Interests

Some minority stockholders in certain of our subsidiaries have the right,

at certain times, to require us to acquire

their ownership interest in those entities at fair value.

Accounting Standards Codification Topic 480-10 is

applicable for noncontrolling interests where we are or may be required

to purchase all or a portion of the

outstanding interest in a consolidated subsidiary from the noncontrolling

interest holder under the terms of a put

option contained in contractual agreements.

As of December 28, 2024 and December 30, 2023, our balance

for

redeemable noncontrolling interests was $806 million and $864 million,

respectively.

Please see

Note 20 –

Redeemable Noncontrolling Interests

for further information.

Unrecognized tax benefits

As more fully disclosed in

Note 15 – Income Taxes

of “Notes to Consolidated Financial Statements,” we cannot

reasonably estimate the timing of future cash flows related to our unrecognized

tax benefits, including accrued

interest, of $108 million and $115 million as of December 28, 2024 and December 30, 2023, respectively.

Critical Accounting Estimates

Our accounting policies are described in

Note 1 – Basis of Presentation and Significant Accounting Policies

of the

consolidated financial statements.

The preparation of consolidated financial statements requires us

to make

estimates and judgments that affect the reported amounts of assets, liabilities, revenues

and expenses and related

disclosures of contingent assets and liabilities.

We base our estimates on historical data, when available,

experience, industry and market trends, and on various other assumptions

that are believed to be reasonable under

the circumstances, the combined results of which form the basis for

making judgments about the carrying values of

assets and liabilities that are not readily apparent from other sources.

We believe that the estimates, judgments and

assumptions upon which we rely are reasonable based upon information

available to us at the time that these

estimates, judgments and assumptions are made.

However, by their nature, estimates are subject to various

assumptions and uncertainties.

Therefore, reported results may differ from estimates and any such differences may

be material to our consolidated financial statements.

We believe that the following critical accounting estimates, which have been discussed with the Audit Committee

of our Board, affect the significant estimates and judgments used in the preparation

of our consolidated financial

statements:

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Index to Financial Statements

Inventories and Reserves

Inventories consist primarily of finished goods, raw materials and

work-in-process and are valued at the lower of

cost or net realizable value.

Cost is determined by the weighted average method for merchandise and

actual cost

for large equipment,

high tech equipment and drop-shipments.

We include product costs, labor, and related fixed

and variable overhead in the cost of inventory

that we manufacture.

In estimating carrying value of inventory, we

consider many factors including the condition and salability of the inventory

by reviewing on-hand quantities,

historical sales, forecasted sales and market and economic trends.

Business Combinations

The estimated fair value of acquired identifiable intangible assets (i.e., customer

relationships and lists, trademarks

and trade names, product development and non-compete agreements)

is based on critical judgments and

assumptions derived from analysis of market conditions, including discount

rates, projected revenue growth rates

(which are based on historical trends and assessment of financial projections),

estimated customer attrition and

projected cash flows.

These assumptions are forward-looking and could be affected by future economic

and market

conditions.

Please see

Note 5 – Business Acquisitions

for further discussion of our acquisitions.

Goodwill

Goodwill is subject to impairment analysis at least once annually as

of the first day of our fourth quarter, or if an

event occurs or circumstances change that would more likely than

not reduce a reporting unit’s fair value below

carrying value.

We regard our reporting units to be our operating segments or one level below the operating

segments.

Goodwill is allocated to such reporting units, for the purposes of

preparing our impairment analyses,

based on a specific identification basis.

Application of the goodwill impairment test requires judgment, including

the identification of reporting units,

assignment of assets and liabilities that are considered shared services

to the reporting units, and ultimately the

determination of the fair value of each reporting unit.

The fair value of each reporting unit is calculated by

applying the discounted cash flow methodology and confirming with

a market approach.

There are inherent

uncertainties, however, related to fair value models, the inputs and our judgments in applying them

to this analysis.

The most significant inputs include estimation of detailed future cash flows based

on budget expectations, and

determination of comparable companies to develop a weighted average

cost of capital for each reporting unit.

On an annual basis, we prepare financial projections.

These projections are based on input from our leadership and

are presented annually to our Board.

Influences on this year's forecasted financial information and

the fair value

model include: the impact of planned strategic initiatives, the continued

integration of recent acquisitions and

overall market conditions.

The estimates used to calculate the fair value of a reporting unit change

from year to

year based on operating results, market conditions, and other factors.

During the year ended December 28, 2024, we engaged third-party valuation

specialists to determine the relative

fair value of our goodwill related to the revision of our reportable segments.

Our management reviewed and

approved this valuation.

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our segment structure to align

with how our 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.

Reporting units under the former structure were tested for

impairment, and no impairment was identified.

As a result of the realignment and the change in operating

segments, we reallocated goodwill to each of our new reporting units using

a relative fair value approach.

Based on

the impairment test under the new structure, it was determined that the

fair values of our reporting units more likely

than not exceeded their carrying values, resulting in no impairment.

For both the former and new structure

goodwill impairment tests as of September 30, 2024, the fair values of reporting

units were computed using the

methodology described above.

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Index to Financial Statements

In connection with our restructuring initiatives, during the year ended

December 28, 2024, we recorded an $11

million impairment of goodwill in the Global Specialty Products segment,

relating to the disposal of a portion of a

business; such impairment was calculated based on the relative fair value of

goodwill.

For the year ended

December 31, 2022, in connection with our restructuring activities, we

recorded a $20 million impairment of

goodwill, in the Global Specialty Products segment, relating to the disposal

of an unprofitable business for which

estimated fair value was lower than carrying value.

Apart from the above impairments identified in connection with

our restructuring initiative, we did not record any

additional impairment during the years ended December 28, 2024, December

30, 2023, and December 31, 2022.

We performed our annual quantitative testing for the remaining goodwill and the fair value of each of our reporting

units sufficiently exceeded the carrying values.

Definite-Lived Intangible Assets

Annually or if we identify an impairment indicator,

definite-lived intangible assets such as non-compete

agreements, trademarks, trade names, customer relationships and lists, and

product development are reviewed for

impairment indicators.

If any impairment indicators exist, quantitative testing

is performed on the asset.

The quantitative impairment model is a two-step test under which we

first calculate the recoverability of the

carrying value by comparing the undiscounted projected cash flows associated

with the asset or asset group,

including its estimated residual value, to the carrying amount.

If the cash flows associated with the asset or asset

group are less than the carrying value, we perform a fair value assessment

of the asset, or asset group.

If the

carrying amount is found to be greater than the fair value, we record an

impairment loss for the excess of book

value over the fair value.

In addition, in all cases of an impairment review, we re-evaluate the remaining useful

lives of the assets and modify them, as appropriate.

Although we believe our judgments, estimates and/or

assumptions used in estimating cash flows and determining fair value

are reasonable, making material changes to

such judgments, estimates and/or assumptions could materially affect such impairment

analyses and our financial

results.

During the year ended December 28, 2024, we recorded $4 million of

impairment charges related to businesses in

our Global Distribution and Value-Added Services segment.

It included $2 million of a trade name impairment,

calculated using the relative fair value, related to a disposal of a business,

and $1 million related to trade name

impairment due to business integration in connection with our restructuring

initiatives.

The remaining $1 million

impairment charges related to trade names and non-compete agreements and were

calculated as the differences

between the carrying values and the estimated fair values of the impaired

intangible assets, using a discounted

estimate of future cash flows.

During the year ended December 30, 2023, we recorded $19 million of

impairment charges related to businesses in

our Global Distribution and Value-Added Services segment, consisting of $7 million primarily related to customer

lists and relationships attributable to lower than anticipated operating

margins in certain businesses, and a $12

million charge related to the planned exit of a business in connection with our restructuring

initiatives.

These

impairment charges were calculated as the differences between the carrying values and the

estimated fair values of

the impaired intangible assets, using a discounted estimate of future

cash flows.

During the year ended December 31, 2022, we recorded $49 million of

impairment charges related to businesses in

our Global Distribution and Value-Added Services segment, consisting of a $15 million charge related to the

disposal of an unprofitable business in connection with our restructuring

initiatives, and a $34 million charge

related to customer lists and relationships attributable to customer attrition rates

being higher than expected in

certain other Global Distribution and Value-Added Services businesses.

These impairment charges were calculated

as the differences between the carrying values and the estimated fair values of

the impaired intangible assets, using

a discounted estimate of future cash flows.

Please see

Note 16 – Plans of Restructuring and Integration Costs

for additional details.

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Index to Financial Statements

Redeemable Noncontrolling Interests

Some minority stockholders in certain of our consolidated subsidiaries have

the right, at certain times, to require us

to acquire their ownership interest in those entities at fair value.

The redemption amounts have been estimated

based on recent transactions and/or implied multiples of earnings

and, if such earnings and cash flows are not

achieved, the value of the redeemable noncontrolling interests might be impacted.

See

Note 1 – Basis of

Presentation and Significant Accounting Policies

and

Note 20 – Redeemable Noncontrolling Interests

for additional

information.

Income Tax

When determining if the realization of a deferred tax asset is likely to assess

the need to record a valuation

allowance, estimates and judgement are required.

consider all available evidence, both positive and negative,

including estimated future taxable earnings, ongoing planning strategies,

future reversals of existing temporary

differences and historical operating results.

Additionally, changes to tax laws and statutory tax rates can have an

impact on our determination.

evaluate the realizability of our deferred tax assets quarterly.

Accounting Standards Codification Topic 740 prescribes the accounting for uncertainty in income taxes recognized

in the financial statements in accordance with provisions contained within

its guidance.

This topic prescribes a

recognition threshold and a measurement attribute for the financial statement

recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be

more likely than not to be sustained upon examination by the taxing authorities.

The amount recognized is

measured as the largest amount of benefit that has a greater than 50% likelihood of being

realized upon ultimate

audit settlement.

In the normal course of business, our tax returns are subject

to examination by various taxing

authorities.

Such examinations may result in future tax and interest assessments

by these taxing authorities for

uncertain tax positions taken in respect of certain tax matters.

Please see

Note 15 – Income Taxes

for further

discussion.

Accounting Standards Update

For a discussion of accounting standards updates that have been adopted

or will be adopted in the future, please see

Note 1 – Basis of Presentation and Significant Accounting Policies

included under Item 8.

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Index to Financial Statements

ITEM 7A.

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

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.

Table of Contents

Index to Financial Statements

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%.

Table of Contents

ITEM 8.

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#

243

)

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 2 – Cyber Incident

Note 3 – Net Sales from Contracts with Customers

Note 4 – Segment and Geographic Data

Note 5 – Business Acquisitions

Note 6 – Inventories, Net

102

Note 7 – Property and Equipment, Net

102

Note 8 – Leases

103

Note 9 – Goodwill and Other Intangibles, Net

105

Note 10 – Investments and Other

107

Note 11 – Fair Value Measurements

108

Note 12 – Concentrations of Risk

110

Note 13 – Derivatives and Hedging Activities

111

Note 14 – Debt

113

Note 15 – Income Taxes

117

Note 16 – Plans of Restructuring and Integration Costs

121

Note 17 – Commitments and Contingencies

124

Note 18 – Stock-Based Compensation

126

Note 19 – Employee Benefit Plans

129

Note 20 – Redeemable Noncontrolling Interests

132

Note 21 – Comprehensive Income

132

Note 22 – Earnings Per Share

134

Note 23 – Supplemental Cash Flow Information

134

Note 24 – Related Party Transactions

135

Note 25 – Subsequent Event

135

Table of Contents

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Henry Schein, Inc.

Melville, New York

Opinion on the Consolidated Financial Statements

have

audited

the

accompanying

consolidated

balance

sheets

Henry

Schein,

Inc.

(the

“Company”)

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

notes

(collectively

referred

the

“consolidated

financial

statements”).

our

opinion,

the

consolidated financial

statements present

fairly,

all material

respects, the

financial position

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.

also

have

audited,

accordance

with

the

standards

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”),

the

Company's

internal

control

over

financial

reporting

December

28,

2024,

based

criteria

established

Internal

Control

–

Integrated

Framework

(2013)

issued

the

Committee

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

express

opinion

the

Company’s

consolidated

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

PCAOB

and

are

required

independent

with

respect

the

Company

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

consolidated

financial

statements

are

free

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

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

accounts

disclosures

that

are

material

the

consolidated

financial

statements

and

(2)

involved

our

especially challenging, subjective,

or complex

judgments. The

communication of the

critical audit

matter does

not

alter

any

way

our

opinion

the

consolidated

financial

statements,

taken

whole,

and

are

not,

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.

Table of Contents

Index to Financial Statements

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

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

Table of Contents

Index to Financial Statements

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

122

171

Accounts receivable, net of allowance for credit losses of $

and $

(1)

1,482

1,863

Inventories, net

1,810

1,815

Prepaid expenses and other

569

639

Total current assets

3,983

4,488

Property and equipment, net

531

498

Operating lease right-of-use assets

293

325

Goodwill

3,887

3,875

Other intangibles, net

1,023

916

Investments and other

501

471

Total assets

10,218

10,573

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

962

1,020

Bank credit lines

650

264

Current maturities of long-term debt

150

Operating lease liabilities

Accrued expenses:

Payroll and related

303

332

Taxes

139

137

Other

618

700

Total current liabilities

2,803

2,683

Long-term debt (1)

1,830

1,937

Deferred income taxes

102

Operating lease liabilities

259

310

Other liabilities

387

436

Total liabilities

5,381

5,420

Redeemable noncontrolling interests

806

864

Commitments and contingencies

(nil)

Stockholders' equity:

Preferred stock, $

0.01

par value,

1,000,000

shares authorized,

none

outstanding

Common stock, $

0.01

par value,

480,000,000

shares authorized,

124,155,884

outstanding on December 28, 2024 and

129,247,765

outstanding on December 30, 2023

Additional paid-in capital

Retained earnings

3,771

3,860

Accumulated other comprehensive loss

(379)

(206)

Total Henry Schein, Inc. stockholders' equity

3,393

3,655

Noncontrolling interests

638

634

Total stockholders' equity

4,031

4,289

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

10,218

10,573

(1)

Amounts presented include balances held by our consolidated variable interest entity (“VIE”).

At December 28, 2024 and

December 30, 2023, includes trade accounts receivable of $

241

million and $

284

million, respectively, and long-term debt of $

150

million and $

210

million, respectively.

See

Note 1 – Basis of Presentation and Significant Accounting Policies

for further

information.

Table of Contents

Index to Financial Statements

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF INCOME

(in millions, except share and per share data)

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Net sales

12,673

12,339

12,647

Cost of sales

8,657

8,479

8,816

Gross profit

4,016

3,860

3,831

Operating expenses:

Selling, general and administrative

3,034

2,956

2,771

Depreciation and amortization

251

209

182

Restructuring and integration costs

110

131

Operating income

621

615

747

Other income (expense):

Interest income

Interest expense

(131)

(87)

(35)

Other, net

(1)

(3)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

513

542

721

Income taxes

(128)

(120)

(170)

Equity in earnings of affiliates, net of tax

Net income

398

436

566

Less: Net income attributable to noncontrolling interests

(8)

(20)

(28)

Net income attributable to Henry Schein, Inc.

390

416

538

Earnings per share attributable to Henry Schein, Inc.:

Basic

3.07

3.18

3.95

Diluted

3.05

3.16

3.91

Weighted-average common

shares outstanding:

Basic

126,788,997

130,618,990

136,064,221

Diluted

127,779,228

131,748,171

137,755,670

Table of Contents

Index to Financial Statements

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

(in millions)

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Net income

398

436

566

Other comprehensive income, net of tax:

Foreign currency translation gain (loss)

(207)

(88)

Unrealized gain (loss) from hedging activities

(18)

Pension adjustment gain (loss)

(3)

Other comprehensive income (loss), net of tax

(197)

(69)

Comprehensive income

201

468

497

Comprehensive income attributable to noncontrolling interests:

Net income

(8)

(20)

(28)

Foreign currency translation loss (gain)

(5)

Comprehensive loss (income) attributable to noncontrolling interests

(25)

(21)

Comprehensive income attributable to Henry Schein, Inc.

217

443

476

Table of Contents

Index to Financial Statements

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS' EQUITY

(in millions,

except share data)

Accumulated

Common Stock

Additional

Other

Total

$.01 Par Value

Paid-in

Retained

Comprehensive

Noncontrolling

Stockholders'

Amount

Capital

Earnings

Income (Loss)

Interests

Equity

Balance, December 25, 2021

137,145,558

3,595

(171)

638

4,063

Net income (excluding $

attributable to Redeemable

noncontrolling interests)

538

545

Foreign currency translation loss (excluding loss of $

attributable to Redeemable noncontrolling interests)

(81)

(1)

(82)

Unrealized gain from hedging activities,

net of tax of $

Pension adjustment gain, including tax of $

Distributions to noncontrolling shareholders

(1)

Purchase of noncontrolling interests

(7)

Change in fair value of redeemable securities

Noncontrolling interests and adjustments related to

business acquisitions

Repurchase and retirement of common stock

(6,111,676)

(65)

(420)

(485)

Stock issued upon exercise of stock options

35,792

Stock-based compensation expense

1,102,108

Shares withheld for payroll taxes

(376,034)

(32)

Settlement of stock-based compensation awards

(2,931)

Transfer of charges in excess of capital

(35)

Balance, December 31, 2022

131,792,817

3,678

(233)

649

4,095

Net income (excluding $

attributable to Redeemable

noncontrolling interests)

416

430

Foreign currency translation gain (excluding gain of $

attributable to Redeemable noncontrolling interests)

Unrealized loss from hedging activities,

including tax benefit of $

(18)

Pension adjustment loss, including tax benefit of $

(3)

Distributions to noncontrolling shareholders

(27)

Change in fair value of redeemable securities

Noncontrolling interests and adjustments related to

business acquisitions

(2)

Repurchase and retirement of common stock

(3,214,136)

(33)

(219)

(252)

Stock issued upon exercise of stock options

21,068

Stock-based compensation expense

1,065,319

Shares withheld for payroll taxes

(416,605)

(34)

Settlement of stock-based compensation awards

(698)

Transfer of charges in excess of capital

(15)

Balance, December 30, 2023

129,247,765

3,860

(206)

634

4,289

Net income (excluding loss of $

attributable to Redeemable

noncontrolling interests)

390

399

Foreign currency translation loss (excluding loss of $

attributable to Redeemable noncontrolling interests)

(183)

Unrealized gain from hedging activities,

including tax of $

Pension adjustment loss, including tax benefit of $

(3)

Distributions to noncontrolling shareholders

(6)

Purchase of noncontrolling interests

(7)

(1)

(8)

Change in fair value of redeemable securities

(119)

Noncontrolling interests and adjustments related to

business acquisitions

(1)

Repurchase and retirement of common stock

(5,419,649)

(52)

(336)

(388)

Stock issued upon exercise of stock options

98,755

Stock-based compensation expense

340,722

Shares withheld for payroll taxes

(111,815)

(9)

Settlement of stock-based compensation awards

106

Transfer of charges in excess of capital

143

(143)

Balance, December 28, 2024

124,155,884

3,771

(379)

638

4,031

Table of Contents

Index to Financial Statements

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)

Years Ended

December 28,

December 30,

December 31,

2024

2023

2022

Cash flows from operating activities:

Net income

398

436

566

Adjustments to reconcile net income to net cash provided

by operating activities:

Depreciation and amortization

297

248

212

Impairment charge on intangible assets

Impairment of capitalized software

Non-cash restructuring charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Benefit from deferred income taxes

(61)

(20)

(73)

Equity in earnings of affiliates

(13)

(14)

(15)

Distributions from equity affiliates

Changes in unrecognized tax benefits

Other

(27)

(3)

(20)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

315

(327)

(7)

Inventories

(59)

231

(126)

Other current assets

(138)

(52)

Accounts payable and accrued expenses

(163)

(56)

(96)

Net cash provided by operating activities

848

500

602

Cash flows from investing activities:

Purchases of property and equipment

(148)

(147)

(96)

Payments related to equity investments and business acquisitions,

net of cash acquired

(230)

(955)

(158)

Proceeds from loan to affiliate

Settlements for net investment hedges

Capitalized software costs

(39)

(40)

(32)

Other

(17)

(21)

(1)

Net cash used in investing activities

(430)

(1,135)

(276)

Cash flows from financing activities:

Net change in bank credit lines

387

153

Proceeds from issuance of long-term debt

120

1,368

270

Principal payments for long-term debt

(318)

(468)

(59)

Debt issuance costs

(3)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(385)

(250)

(485)

Payments for taxes related to shares withheld for employee

taxes

(9)

(34)

(32)

Distributions to noncontrolling shareholders

(54)

(47)

(21)

Payments for contingent consideration

(2)

Acquisitions of noncontrolling interests in subsidiaries

(255)

(19)

(38)

Net cash provided by (used in) financing activities

(510)

701

(315)

Effect of exchange rate changes on cash and cash equivalents

(12)

Net change in cash and cash equivalents

(49)

(1)

Cash and cash equivalents, beginning of period

171

117

118

Cash and cash equivalents, end of period

122

171

117

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 1 – Basis of Presentation and Significant Accounting Policies

Nature of Operations

We distribute health care products and value-added services primarily to office-based dental and medical

practitioners, across dental practices, laboratories, physician practices,

and ambulatory surgery centers, as well as

government, institutional health care clinics and alternate care clinics.

We also provide software and technology

services to health care practitioners.

Our dental businesses serve office-based dental practitioners, dental

laboratories, schools, government and other institutions.

Our medical businesses serve physician offices, urgent

care centers, ambulatory care sites, emergency medical technicians, dialysis centers,

home health, federal and state

governments and large enterprises, such as group practices and integrated delivery

networks, among other providers

across a wide range of specialties.

We have operations or affiliates in 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.

Basis of Presentation

Our consolidated financial statements include the accounts of Henry

Schein, Inc. and all of our controlled

subsidiaries and VIE.

All intercompany accounts and transactions are eliminated

in consolidation.

Investments in

unconsolidated affiliates for which we have the ability to influence the operating or

financial decisions are

accounted for under the equity method.

Certain prior period amounts have been reclassified to conform

to the

current period presentation.

These reclassifications, individually and in the aggregate, did not

have a material

impact on our consolidated financial condition, results of operations

or cash flows.

The primary beneficiary of a VIE is required to consolidate the assets and

liabilities of the VIE.

We are deemed to

be the primary beneficiary of the VIE when we have the power to direct activities

that most significantly affect its

economic performance and have the obligation to absorb the majority

of its losses or the right to receive benefits

that could potentially be significant to the VIE.

In determining whether we are the primary beneficiary, we

consider factors such as ownership interest, debt investments, management

representation, authority to control

decisions, and contractual and substantive participating rights of each party.

For this VIE, the trade accounts

receivable transferred to the VIE are pledged as collateral to the related debt.

The VIE’s creditors have recourse to

us for losses on these trade accounts receivable.

At December 28, 2024 and December 30, 2023,

certain trade

accounts receivable that can only be used to settle obligations of this VIE

were $

241

million and $

284

million,

respectively, and the liabilities of this VIE where the creditors have recourse to us were $

150

million and $

210

million, respectively.

Fair Value

Measurements

Fair value is defined as the price that would be received to sell an asset or

paid to transfer a liability in an orderly

transaction between market participants at the measurement date.

The fair value hierarchy distinguishes between

(1) market participant assumptions developed based on market data obtained

from independent sources (observable

inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best

information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the

highest priority to unadjusted quoted prices

in active markets for identical assets or liabilities (Level 1) and the lowest priority

to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described as follows:

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

•

Level 1— Unadjusted quoted prices in active markets for identical assets

or liabilities that are accessible at the

measurement date.

•

Level 2— Inputs other than quoted prices included within Level 1 that are

observable for the asset or liability,

either directly or indirectly.

Level 2 inputs include: quoted prices for similar assets or liabilities

in active markets;

quoted prices for identical or similar assets or liabilities in markets

that are not active; inputs other than quoted

prices that are observable for the asset or liability; and inputs that are

derived principally from or corroborated by

observable market data by correlation or other means.

•

Level 3— Inputs that are unobservable for the asset or liability.

See

Note 11 – Fair Value Measurements

for additional information.

Use of Estimates

The preparation of consolidated financial statements in conformity with

accounting principles generally accepted in

the United States requires us to make estimates and assumptions that

affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of

the financial statements and the reported

amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Our consolidated financial statements reflect estimates and assumptions

made by us that affect, among other things,

our goodwill, long-lived asset and definite-lived intangible asset valuation;

inventory valuation; equity investment

valuation; assessment of the annual effective tax rate; valuation of deferred income

taxes and income tax

contingencies; the allowance for credit losses; hedging activity; supplier

rebates; measurement of compensation

cost for certain share-based performance awards and cash bonus plans; and

pension plan assumptions.

Fiscal Year

We report our results of operations and cash flows on a

weeks per fiscal year basis ending on the last

Saturday of December.

The year ended December 28, 2024 consisted of

weeks, and the years ended December

30, 2023 and December 31, 2022 consisted of

weeks and

weeks, respectively.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods

or services in an amount that reflects the

consideration that we expect to receive for those goods or services.

To recognize revenue, we:

•

identify the contract(s) with a customer;

•

identify the performance obligations in the contract;

•

determine the transaction price;

•

allocate the transaction price to the performance obligations in the contract;

and

•

recognize revenue when, or as, we satisfy a performance obligation.

We generate revenue from the sale of dental and medical consumable products, equipment, and services such as

equipment repair and financial services (Global Distribution and Value-Added Services revenues), company-

manufactured specialty products (Global Specialty Products revenue), and software

products and related services

(Global Technology revenues).

Provisions for discounts, rebates to customers, customer

returns and other contra

revenue adjustments are included in the transaction price at contract

inception by estimating the most likely amount

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

based upon historical data and estimates and are provided for in the

period in which the related sales are

recognized.

Revenue derived from the sale of consumable products and company-manufactured

specialty products is

recognized at the point in time when control transfers to the customer, (e.g. when legal title and risks and

rewards

of ownership transfer to the customer, we have no post-shipment obligations, and we have an enforceable

right to

payment).

Sales of consumable products typically entail high-volume, low-dollar

orders shipped using third-party

common carriers.

Revenue derived from the sale of equipment is recognized when control

transfers to the customer.

This occurs

when the equipment is delivered.

Such sales typically entail scheduled deliveries of large equipment primarily

equipment service technicians.

Most equipment requires minimal installation, which is

typically completed at the

time of delivery.

Our merchandise and equipment products generally carry standard warranty

terms provided by the manufacturer;

however, in instances where we provide a warranty on company-manufactured products or labor services, the

warranty costs are accrued in accordance with Accounting Standards Codification

(“ASC”) Topic 460 Guarantees.

At December 28, 2024 and December 30, 2023, we had accrued approximately

million and $

million,

respectively, for warranty costs.

Revenue derived from the sale of software products is recognized when

products are delivered to customers or

made available electronically.

Such software is generally installed by customers and does

not require extensive

training.

Revenue derived from post-contract customer support for software,

including annual support and/or

training, is generally recognized over time using time elapsed as the input method

that best depicts the transfer of

control to the customer.

Revenue derived from software sold on a Software-as-a-Service

basis is recognized ratably

over the subscription period as control is transferred to the customer.

Revenue derived from other sources, including freight charges, equipment repairs

and financial services, is

recognized when the related product revenue is recognized or when

the services are provided.

We apply the

practical expedient to treat shipping and handling activities performed after

the customer obtains control as

fulfillment activities, rather than a separate performance obligation in the

contract.

Sales, value-add and other taxes we collect concurrent with revenue-producing

activities are excluded from

revenue.

Some of our revenue is derived from bundled arrangements that include

multiple distinct performance obligations,

which are accounted for separately.

When we sell software products together with related services (i.e.,

training

and technical support), we allocate the transaction price to each

distinct performance obligation based on the

estimated standalone selling price for each performance obligation.

Bundled arrangements that include elements

that are not considered software consist primarily of equipment and the related

installation service.

We allocate

revenue for such arrangements based on the relative selling prices of the goods

or services.

If an observable selling

price is not available (i.e., because we or others do not sell the goods or

services separately), we use one of the

following techniques to estimate the standalone selling price: adjusted

market approach; cost-plus-margin

approach; or the residual method.

There is no specific hierarchy for the use of these methods, but

the estimated

selling price reflects our best estimate of what the selling prices of each deliverable

would be if it were sold

regularly on a standalone basis taking into consideration the cost structure

of our business, technical skill required,

customer location and other market conditions.

See

Note 3 – Net Sales from Contracts with Customers

for additional disclosures of disaggregated net sales and

Note 4 – Segment and Geographic Data

for disclosures of net sales by segment and geographic data.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Sales Returns

Sales returns are recognized as a reduction of revenue by the amount

of expected returns and are recorded as refund

liability within accrued expenses-other within our consolidated balance sheets.

We estimate the sales return

liability based on historical data for specific products, adjusted as necessary

for new products.

The allowance for

returns is presented gross as a refund liability and we record a right of

return asset (and a corresponding adjustment

to cost of sales) for any products that we expect to be returned and resaleable.

Cost of Sales

The primary components of cost of sales include the cost of the product

(net of purchase discounts, supplier

chargebacks and rebates) and inbound and outbound freight charges.

Costs related to purchasing, receiving, inspections, warehousing,

internal inventory transfers and other costs of our

distribution network are included in selling, general and administrative

expenses along with other operating costs.

Total distribution network costs were $

105

million, $

105

million and $

103

million for the years ended December

28, 2024, December 30, 2023 and December 31, 2022, respectively.

Supplier Rebates

Supplier rebates are included as a reduction of cost of sales and are recognized

over the period they are earned.

The

factors we consider in estimating supplier rebate accruals include forecasted

inventory purchases,

sales, supplier

rebate contract terms, which generally provide for increasing rebates based

on either increased purchase or sales

volumes.

Direct Shipping and Handling Costs

Freight and other direct shipping costs are included in cost of sales.

Direct handling costs, which represent

primarily direct compensation costs of employees who pick, pack and otherwise

prepare, if necessary, merchandise

for shipment to our customers are reflected in selling, general and administrative

expenses.

Direct handling costs

were $

106

million, $

million and $

million for the years ended December 28, 2024, December 30, 2023

and

December 31, 2022, respectively.

Advertising and Promotional Costs

We expense advertising and promotional costs as incurred.

Total advertising and promotional expenses were $

million, $

million and $

million for the years ended December 28, 2024, December 30, 2023 and

December

31, 2022, respectively.

Stock-Based Compensation Costs

measure stock-based compensation at the grant date, based on the estimated

fair value of the award, and

recognize the cost (net of estimated forfeitures) as compensation expense on

a straight-line basis over the requisite

service period for time-based restricted stock units and on a graded vesting

basis for the option awards.

For

performance-based awards, at each reporting date, we reassess whether achievement

of the performance condition

is probable and accrue compensation expense when achievement of

the performance condition is probable.

Our

stock-based compensation expense is reflected in selling, general and administrative

expenses.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Employment Benefit Plans and other Postretirement Benefit Plans

Some of our employees in our international markets participate

in various noncontributory defined benefit plans.

We recognize the funded status, measured as the difference between the fair value of plan assets and the projected

benefit obligation.

Each unfunded plan is recognized as a liability and each funded

plan is recognized as either an

asset or liability based on its funded status.

We measure our plan assets and liabilities at the end of our fiscal year.

Net periodic pension costs and valuations are dependent on assumptions

used by third-party actuaries in calculating

those amounts.

These assumptions include discount rates, expected return on plan

assets, rate of future

compensation levels, retirement rates, mortality rates, and other factors.

We record the service cost component of

net pension cost in selling, general and administrative expenses within

our consolidated statements of income.

Gains and losses that result from changes in actuarial assumptions or

from actual experience that differs from

actuarial assumptions are recognized in and then amortized from Accumulated

other comprehensive income (loss).

Cash and Cash Equivalents

We consider all highly liquid short-term investments with an original maturity of three months or less to be cash

equivalents.

Due to the short-term maturity of such investments,

the carrying amounts are a reasonable estimate of

fair value.

Outstanding checks in excess of funds on deposit of $

million and $

million, primarily related to

payments for inventory, were classified as accounts payable as of December 28, 2024 and December 30, 2023.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are generally recognized when revenues are recognized.

In accordance with the “expected

credit loss” model, the carrying amount of accounts receivable is reduced

by a valuation allowance that reflects our

best estimate of the amounts that we do not expect to collect.

In addition to reviewing delinquent accounts

receivable, we consider many factors in estimating our reserve, including

types of customers and their credit

worthiness, experience and historical data adjusted for current conditions

and reasonable supportable forecasts.

record allowances for credit losses based upon a specific review of all

significant outstanding invoices.

For

those invoices not specifically reviewed, provisions are provided at differing rates,

based upon the age of the

receivable, the collection history associated with the geographic region

that the receivable was recorded in, current

economic trends and reasonable supportable forecasts.

write off a receivable and charge it against its recorded

allowance when we deem them uncollectible.

Our net accounts receivable balance was $

1,482

million, $

1,863

million, and $

1,442

million, at December 28, 2024,

December 30, 2023 and December 31, 2022, respectively.

The following table presents our allowances for credit losses:

As of

Description

December 28,

2024

December 30,

2023

December 31,

2022

Balance at beginning of year

Provision for credit losses

Adjustments to existing allowances for late fees, foreign currency

exchange rates, and write-offs

(19)

(8)

Balance at end of year

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Contract Assets

Contract assets include amounts related to any conditional right to consideration

for work completed but not billed

as of the reporting date.

Contract assets are transferred to accounts receivable when

the right becomes

unconditional.

The contract assets primarily relate to our bundled arrangements for

the sale of equipment and

consumables and sales of term software licenses.

Current contract assets are included in Prepaid expenses and

other and the non-current contract assets are included in investments and other

within our consolidated balance

sheets.

Current and non-current contract asset balances as of December 28,

2024 and December 30, 2023 were not

material.

Contract Liabilities

Contract liabilities are comprised of advance payments and upfront payments

for service arrangements provided

over time that are accounted for as deferred revenue amounts.

Contract liabilities are transferred to revenue once

the performance obligation has been satisfied.

Current contract liabilities are included in accrued expenses: other

and the non-current contract liabilities are included in other liabilities

within our consolidated balance sheets.

During the years ended December 28, 2024, December 30, 2023, and December

31, 2022, we recognized

substantially all of the current contract liability amounts that were previously

deferred at the beginning of each

year.

The following table presents our contract liabilities:

As of

Description

December 28,

2024

December 30,

2023

December 31,

2022

Current contract liabilities

Non-current contract liabilities

Total contract

liabilities

Inventories and Reserves

Inventories consist primarily of finished goods,

raw materials and work-in-process and are valued at the lower

cost or net realizable value.

Cost is determined by the weighted average method for merchandise and by

actual cost

for large equipment and high-tech equipment.

We manufacture certain of our products for our specialty businesses

(oral surgery solutions including dental implants, endodontics, and orthopedics).

In accordance with our policy for

inventory valuation, we consider many factors including the

condition and salability of the inventory, historical

sales, forecasted sales and market and economic trends.

From time to time, we adjust our assumptions for

anticipated changes in any of these or other factors expected to affect the value of inventory.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation or

amortization.

Depreciation is

computed under the straight-line method using estimated useful lives

(See

Note 7 – Property and Equipment, Net

for estimated useful lives).

Amortization of leasehold improvements is computed using the straight-line

method

over the lesser of the useful life of the assets or the remaining lease term.

Capitalized Software Development Costs

Capitalized software costs consist of costs to purchase and develop software

for internal use and for sale or use by

customers.

For software to be used solely to meet internal needs, we capitalize

costs incurred during the

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

application development stage and include such costs within property

and equipment, net within our consolidated

balance sheets.

For software to be sold, leased, or marketed to external users, we capitalize

software development

costs when technological feasibility is reached, and for cloud-based applications

used to deliver our services we

capitalize costs incurred during the application development stage,

and include such costs within investments and

other within our consolidated balance sheets.

Leases

determine if an arrangement contains a lease at inception.

An arrangement contains a lease if it implicitly or

explicitly identifies an asset to be used and conveys the right to control

the use of the identified asset in exchange

for consideration.

As a lessee, we include operating leases in operating lease right-of-use

(“ROU”) assets,

operating lease liabilities, and non-current operating lease liabilities in our

consolidated balance sheets.

Finance

leases are included in property and equipment, current maturities of

long-term debt, and long-term debt in our

consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease

term and lease liabilities represent our

obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized

upon commencement of the lease based on the present value of the lease payments

over the lease term.

As most of

our leases do not provide an implicit interest rate, we generally use our incremental

borrowing rate based on the

estimated rate of interest for fully collateralized and fully amortizing borrowings

over a similar term of the lease

payments at commencement date to determine the present value of

lease payments.

When readily determinable, we

use the implicit rate.

Our lease terms may include options to extend or terminate the lease when it is reasonably

certain that we will exercise that option.

Lease expense for lease payments is recognized on a straight-line

basis

over the lease term.

Expenses associated with operating leases and finance leases

are included in selling, general

and administrative and interest expense, respectively within our consolidated

statement of income.

Short-term

leases with a term of 12 months or less are not capitalized.

have lease agreements with lease and non-lease components, which are

generally accounted for as a single

lease component, except non-lease components for leases of vehicles, which

are accounted for separately.

When a

vehicle lease contains both lease and non-lease components, we allocate the

transaction price based on the relative

standalone selling price.

Business Acquisitions

We account for business acquisitions under the acquisition method of accounting, under which the net assets of

acquired businesses are recorded at their fair value at the acquisition

date and our consolidated financial statements

include the acquired businesses’ results of operations from that date.

Some prior owners of acquired subsidiaries are eligible to receive additional

purchase price cash consideration, or

we may be entitled to recoup a portion of purchase price cash consideration

if certain financial targets are met.

have accrued liabilities for the estimated fair value of additional purchase

price consideration at the time of the

acquisition, using the income approach, including a probability-weighted

discounted cash flow method or an option

pricing method, where applicable.

Any adjustments to these accrual amounts are recorded

in selling, general and

administrative within our consolidated statements of income.

While we use our best estimates and assumptions to accurately value

assets acquired and liabilities assumed at the

acquisition date, our estimates are inherently uncertain and subject

to refinement.

As a result, within

12 months

following the date of acquisition, or the measurement period, we

may record adjustments to the assets acquired and

liabilities assumed with the corresponding offset to goodwill within our consolidated balance

sheets.

At the end of

the measurement period or final determination of the values of such assets

acquired or liabilities assumed,

whichever comes first, any subsequent adjustments are recognized

in our consolidated statements of operations.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Goodwill

Any excess of acquisition consideration over the fair value of identifiable

net assets acquired is recorded as

goodwill.

Goodwill is an asset representing the future economic benefits

arising from other assets acquired in a

business combination that are not individually identified and separately

recognized, such as future customers and

technology, as well as the assembled workforce.

Goodwill represents, for acquired business, the excess of the purchase price

over the estimated fair value of the net

assets acquired, including the amount assigned to identifiable intangible

assets.

Goodwill is subject to impairment

analysis annually or more frequently if needed.

Such impairment analyses for goodwill requires a comparison

the fair value to the carrying value of reporting units.

We aggregate operating segments into the reportable

segments based on economic similarities, the nature of their products, customer

basis, and methods of distribution

as follows: Global Distribution and Value-Added Services; Global Specialty Products;

and Global Technology.

Goodwill was allocated to such reporting units, for the purpose of

preparing our impairment analyses, based on a

specific identification basis.

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our segment structure to align

with how our 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.

Reporting units under the former structure were tested for

impairment, and no impairment was identified.

As a result of the realignment and the change in operating

segments, we reallocated goodwill to each of our new reporting units using

a relative fair value approach.

Based on

the impairment test under the new structure, it was determined that the

fair values of our reporting units more likely

than not exceeded their carrying values, resulting in no impairment.

For both the former and new structure

goodwill impairment tests as of September 30, 2024, the fair values of reporting

units were computed using the

methodology described above.

Application of the goodwill impairment test requires judgment, including

the identification of reporting units,

assignment of assets and liabilities that are considered shared services

to the reporting units, and ultimately the

determination of the fair value of each reporting unit.

The fair value of each reporting unit is calculated by

applying the discounted cash flow methodology and confirming with

a market approach.

There are inherent

uncertainties related to fair value models, the inputs and our judgments

in applying them to this analysis.

The most

significant inputs include estimation of future cash flows based on budget

expectations, and determination of

comparable companies to develop a weighted average cost of capital for each

reporting unit.

In connection with our restructuring initiatives, during the year ended

December 28, 2024, we recorded an $

million impairment of goodwill in the Global Specialty Products segment,

relating to the disposal of a portion of a

business; such impairment was calculated based on the relative fair value

of goodwill.

For the year ended

December 31, 2022, we recorded a $

million impairment of goodwill, in the Global Specialty Products segment,

relating to the disposal of an unprofitable business for which estimated

fair value was lower than carrying value.

Intangible Assets

In connection with our business acquisitions, the major classes of

assets and liabilities to which we generally

allocate acquisition consideration to, excluding goodwill, include

identifiable intangible assets (i.e., customer

relationships and lists, trademarks and trade names, product development

and non-compete agreements), inventory

and accounts receivable.

The estimated fair value of identifiable intangible assets

is based on critical judgments

and assumptions derived from analysis of market conditions, including

discount rates, projected revenue growth

rates (which are based on historical trends and assessment of financial projections),

estimated customer attrition and

projected cash flows.

We have calculated the value of these intangible assets using the multi-period excess

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

earnings method, the relief-from-royalty method, and the with and without

method, where applicable.

These

assumptions are forward-looking and could be affected by future economic and

market conditions.

Intangible assets, other than goodwill, are evaluated for impairment whenever

events or changes in circumstances

indicate that the carrying amount of the assets may not be recoverable

through the undiscounted future cash flows

expected to be derived from such asset or asset group.

Definite and indefinite-lived intangible assets primarily consist of non-compete

agreements, trademarks, trade

names, customer lists, customer relationships and product development.

For long-lived assets used in operations,

impairment losses are only recorded if the asset or asset groups carrying amount

is not recoverable through its

undiscounted future cash flows.

We measure the impairment loss based on the difference between the carrying

amount and the estimated fair value.

When an impairment exists, the related assets are written down to

fair value.

During the years ended December 28, 2024, December 30, 2023

and December 31, 2022, we recorded total

impairment charges within the selling, general and administrative line of our consolidated statements

of income on

intangible assets of $

million, $

million and $

million, respectively, as more fully discussed in

Note 9 –

Goodwill and Other Intangibles, Net

During the years ended December 28, 2024, December 30, 2023

and

December 31, 2022, we recorded impairment charges, within the restructuring and

integration costs line of our

consolidated statements of income, of $

million, $

, million, and $

million, respectively.

See

Note 16 – Plans

of Restructuring and Integration Costs

for additional information.

Income Taxes

We account for income taxes under an asset and liability approach that requires the recognition of deferred income

tax assets and liabilities for the expected future tax consequences of events

that have been recognized in our

financial statements or tax returns.

In estimating future tax consequences, we generally consider all expected

future

events other than expected enactments of changes in tax laws or rates.

The effect on deferred income tax assets and

liabilities of a change in tax rates is recognized as income or expense in

the period that includes the enactment date.

We file a consolidated U.S. federal income tax return with our 80% or greater owned U.S. subsidiaries.

Redeemable Noncontrolling Interests

Some minority stockholders in certain of our consolidated subsidiaries have

the right, at certain times, to require us

to acquire their ownership interest in those entities at fair value.

Their interests in these subsidiaries are classified

outside permanent equity on our consolidated balance sheets and are

carried at the estimated redemption amounts.

The redemption amounts have been estimated based on recent transactions

and/or implied multiples of earnings

and, if such earnings and cash flows are not achieved, the value of the

redeemable noncontrolling interests might be

impacted.

Changes in the estimated redemption amounts of the noncontrolling

interests subject to put options are

reflected at each reporting period with a corresponding adjustment

to Additional paid-in capital.

Future reductions

in the carrying amounts are subject to a “floor” amount that is equal

to the fair value of the redeemable

noncontrolling interests at the time they were originally recorded.

The recorded value of the redeemable

noncontrolling interests cannot go below the floor level.

Adjustments to the carrying amount of noncontrolling

interests to reflect a fair value redemption feature do not impact the

calculation of earnings per share.

Our net

income is reduced by the portion of the subsidiaries’ net income

that is attributable to redeemable noncontrolling

interests.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Noncontrolling Interests

Noncontrolling interest represents the ownership interests of certain

minority owners of our consolidated

subsidiaries.

Our net income is reduced by the portion of the subsidiaries’

net income that is attributable to

noncontrolling interests.

Comprehensive Income

Comprehensive income includes certain gains and losses that, under accounting

principles generally accepted in the

United States, are excluded from net income as such amounts are recorded

directly as an adjustment to

stockholders’ equity.

Our comprehensive income is primarily comprised of net income,

foreign currency

translation gain (loss), unrealized gain (loss) from hedging activities

and unrealized pension adjustment gain.

Risk Management and Derivative Financial Instruments

We use derivative instruments to minimize our exposure to fluctuations in foreign currency exchange rates, interest

rates, and our unfunded non-qualified supplemental retirement plan (“SERP”)

and our deferred compensation plan

(“DCP”).

Our objective is to manage the impact that foreign currency

exchange rate fluctuations could have on

recognized asset and liability fair values, earnings and cash flows, as well

as our net investments in foreign

subsidiaries, the interest rate risk on variable rate debt, and the returns on

our SERP and DCP.

Our risk

management policy requires that derivative contracts used as hedges be

effective at reducing the risks associated

with the exposure being hedged and be designated hedges at inception

of the contracts.

We do not enter into

derivative instruments for speculative purposes.

Our derivative instruments primarily include foreign currency

forward contracts, total return swaps, and interest rate swaps.

Foreign currency forward agreements related to forecasted inventory

purchase commitments with foreign suppliers,

foreign currency swaps related to foreign currency denominated debt, and

interest rate swaps related to variable rate

debt are designated as cash flow hedges.

For derivatives that are designated and qualify as cash flow hedges,

the

changes in the fair value of the derivatives are recorded as a

component of Accumulated other comprehensive

income in stockholders’ equity and subsequently reclassified into

earnings in the period(s) during which the hedged

transactions affect earnings.

We classify the cash flows related to our hedging activities in the same category in our

consolidated statements of cash flows as the cash flows related

to the hedged item.

Foreign currency forward contracts related to our euro-denominated

foreign operations are designated as net

investment hedges.

For derivatives that are designated and qualify as net investment

hedges, changes in the fair

value of the derivatives are recorded in the foreign currency translation gain

(loss) component of Accumulated

other comprehensive income in stockholders’ equity until the net

investment is sold or substantially liquidated.

Interest swap agreements are entered into for the purpose of hedging

the cash flow of our variable interest rate term

loan.

Our foreign currency forward agreements related to foreign currency

balance sheet exposure provide economic

hedges but are not designated as hedges for accounting purposes.

For agreements not designated as hedges, changes in the value of the derivative,

along with the transaction gain or

loss on the hedged item, are recorded in other, net, within our consolidated statements of income.

Total return swaps are entered into for the purpose of economically hedging our SERP and DCP.

These swaps are

expected to be renewed on an annual basis.

Changes in the fair values of these total return swaps are recorded in

selling, general, and administrative expenses within our consolidated

statements of income and offset recognized

changes in the fair values of our SERP and DCP liabilities.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Foreign Currency Translation

and Transactions

The financial position and results of operations of our foreign subsidiaries

are determined using local currencies as

the functional currencies.

Assets and liabilities of foreign subsidiaries are translated at the exchange

rate in effect at

each year-end.

Income statement accounts are translated at the average rate

of exchange prevailing during the year.

Translation adjustments arising from the use of differing exchange rates from period to period are included

Accumulated other comprehensive income in stockholders’ equity.

Gains and losses resulting from foreign

currency transactions are included in earnings.

Accounting Pronouncements Adopted

During the year ended December 28, 2024, we adopted Accounting Standards

Update (“ASU”) 2023-07, “

Segment

Reporting (Topic 280): Improvements to Reportable Segments

” (“Topic 280”),

which aims to improve financial

reporting by requiring disclosure of incremental segment information on an annual

and interim basis for all public

entities to enable investors to develop more decision-useful financial analyses.

The amendments in Topic 280 do

not change how a public entity identifies its operating segments, aggregates

those operating segments, or applies

the quantitative thresholds to determine its reportable segments.

We adopted Topic

280 on a retrospective basis,

which resulted in the required additional disclosures included in our 2024

fiscal year annual consolidated financial

statements.

During the year ended December 30, 2023, we adopted ASC Topic 848,

“Reference Rate Reform” (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting”

which provides optional expedients

and exceptions for applying GAAP to contracts, hedging relationships and

other transactions affected by the

discontinuation of the London Interbank Offered Rate or by another reference rate

expected to be discontinued

because of reference rate reform.

The adoption of Topic 848 did not have a material impact on our consolidated

financial statements.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”) 2024-03, “

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure

(Subtopic 220-40)

Disaggregation of Income Statement Expenses

,” which requires additional disclosure about the

specific expense categories in the notes to financial statements at interim and

annual reporting periods.

The

amendments in this ASU do not change or remove current expense

disclosure requirements but affect where this

information appears in the notes to financial statements.

This ASU is effective for annual reporting periods

beginning after December 15, 2026, and interim reporting periods beginning

after December 15, 2027, with early

adoption permitted.

Upon adoption, the guidance can be applied prospectively or retrospectively.

We are currently

evaluating the impact that ASU 2024-03 will have on our consolidated

financial statements.

In March 2024, the FASB issued ASU 2024-01, “

Compensation - Stock Compensation (Topic 718): Scope

Application of Profits Interest and Similar Awards,

” which clarifies how to determine whether profits interest and

similar awards should be accounted for as a share-based payment arrangement

under Topic 718 or within the scope

of other guidance.

The ASU provides an illustrative example with multiple fact patterns

and amends the structure

of paragraph 718-10-15-3 of Topic 718 to improve its clarity and operability.

The guidance in ASU 2024-01

applies to all entities that issue profits interest awards as compensation

to employees or nonemployees in exchange

for goods or services.

Entities can apply the amendments either retrospectively to

all periods presented in the

financial statements or prospectively to profits interest awards granted

or modified on or after the date of adoption.

If prospective application is elected, an entity must disclose the nature

of and reason for the change in accounting

principle that resulted from the adoption of the ASU.

This ASU is effective for fiscal years beginning after

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

December 15, 2024, including interim periods within those fiscal years.

We do not expect that the requirements of

ASU 2024-01 will have a material impact on our consolidated financial

statements.

In December 2023, the FASB issued ASU 2023-09, “

Income Taxes (Topic

740): Improvements to Income Tax

Disclosures

,” which requires public business entities to disclose additional

information in specified categories with

respect to the reconciliation of the effective tax rate to the statutory rate for federal, state and

foreign income taxes.

It also requires greater detail about individual reconciling items in

the rate reconciliation to the extent the impact of

those items exceeds a specified threshold.

In addition to new disclosures associated with the rate reconciliation,

the

ASU requires information pertaining to taxes paid (net of refunds received)

to be disaggregated for federal, state,

and foreign taxes and further disaggregated for specific jurisdictions

to the extent the related amounts exceed a

quantitative threshold.

The ASU also describes items that need to be disaggregated

based on their nature, which is

determined by reference to the item’s fundamental or essential characteristics, such as the transaction or event

that

triggered the establishment of the reconciling item and the activity with which

the reconciling item is associated.

The ASU eliminates the historic requirement that entities disclose information

concerning unrecognized tax

benefits having a reasonable possibility of significantly increasing

or decreasing in the 12 months following the

reporting date.

This ASU is effective for annual periods beginning after December 15, 2024.

Early adoption is

permitted for annual financial statements that have not yet been

issued or made available for issuance.

This ASU

should be applied on a prospective basis; however, retrospective application is permitted.

We are currently

evaluating the impact that ASU 2023-09 will have on our consolidated

financial statements.

Note 2 – Cyber Incident

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.

On November 22, 2023, we experienced a disruption of our

ecommerce platform and related applications, which was remediated.

During the years ended December 28, 2024 and December 30, 2023, we had

a sales decrease in our dental and

medical distribution businesses, which we believe was primarily a

result of lower sales to episodic customers

following last year’s cyber incident.

During the years ended December 28, 2024 and December 30, 2023, we incurred

million and $

million,

respectively, of expenses directly related to the cyber incident, mostly consisting of professional fees.

We maintain

cyber insurance, subject to certain retentions and policy limitations.

With respect to the October 2023 cyber

incident, we have a $

million insurance policy, following a $

million retention.

During the years ended

December 28, 2024 we received insurance proceeds of $

million under this policy representing a partial

insurance recovery of losses related to the cyber incident, with the remaining

million of the claim being under

review by our insurance providers.

The expenses and insurance recoveries related to the cyber

incident are

included in the selling, general and administrative line in our consolidated

statements of income.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 3 – Net Sales from Contracts with Customers

Net sales are recognized in accordance with policies disclosed

Note 1 – Basis of Presentation and Significant

Accounting Policies

Disaggregation of Net Sales

As noted further in

Note 4 – Segment and Geographic Data

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.

All prior comparative segment

information has been recast to reflect our new segment structure.

The following table disaggregates our net sales by reportable and operating segment

and geographic area:

Years

Ended

December 28,

2024

December 30,

2023

December 31,

2022

Net Sales:

Global Distribution and Value

-Added Services

Global Dental merchandise

4,727

4,787

4,763

Global Dental equipment

1,719

1,671

1,715

Global Value

-added services

233

191

151

Global Dental

6,679

6,649

6,629

Global Medical

4,081

3,912

4,346

Total Global Distribution

and Value

-Added Services

10,760

10,561

10,975

Global Specialty Products

1,446

1,331

1,273

Global Technology

630

602

549

Eliminations

(163)

(155)

(150)

Total

12,673

12,339

12,647

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 4 – Segment and Geographic Data

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.

These segments offer different products and services to

the same customer base.

All prior comparative segment information has been recast

to reflect our new segment

structure.

We aggregate operating segments into these reportable segments based on economic similarities, the nature of their

products, customer base, and methods of distribution.

Global Distribution and Value-Added Services includes

merchandise and equipment distribution businesses that serve the global dental

and medical markets; it also

includes value-added services such as equipment repair services, financial

services on a non-recourse basis,

continuing education services for practitioners, consulting and other

services.

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.

Our organizational structure also includes Corporate, which consists primarily of

income and expenses associated

with support functions and projects.

Our chief operating decision maker (“CODM”) is our Chairman

and Chief Executive Officer.

Our CODM uses

adjusted operating income as the profitability metric for purposes of making

decisions about allocation of resources

to each segment and assessing performance of each segment.

Adjusted operating income provides a measure of our

underlying segment results that is in line with our approach to risk and performance

management.

We define

adjusted operating income as operating income adjusted to exclude

(a) direct cybersecurity costs and related

insurance recovery proceeds, (b) impairment of capitalized assets, (c)

amortization of acquisition intangibles, (d)

settlement and litigation, (e) organizational restructuring expenses, (f) impairment

of intangible assets, (g) changes

in fair value of contingent consideration, and (h) costs associated with

shareholder advisory matters.

These

adjustments are either: (i) non-cash or non-recurring in nature; (ii) not allocable

or controlled by the segment; or

(iii) not tied to the operational performance of the segment.

Assets by segment are not a measure used to assess the

performance of the Company by CODM and thus are not reported in

our disclosures.

The accounting policies of the reportable segments are generally

the same as those described in

Note 1 – Basis of

Presentation and Significant Accounting Policies.

Sales and transfers between operating segments are eliminated

in consolidation.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Segment adjusted operating income is presented in the following

table to reconcile to operating income as

presented on the consolidated statement of operations.

The reconciliation from operating income to income before

taxes and equity in earnings of affiliates is presented on our consolidated statements

of income.

Years Ended

December 28,

December 30,

December 31,

2024

2023

2022

Gross Sales:

Global Distribution and Value

-Added Services

(1)

10,760

10,561

10,975

Global Specialty Products

(2)

1,446

1,331

1,273

Global Technology

(3)

630

602

549

Total Gross Sales

12,836

12,494

12,797

Less: Eliminations:

Global Distribution and Value

-Added Services

(31)

(36)

(22)

Global Specialty Products

(132)

(119)

(128)

Total eliminations

(163)

(155)

(150)

Net Sales

Global Distribution and Value

-Added Services

10,729

10,525

10,953

Global Specialty Products

1,314

1,212

1,145

Global Technology

630

602

549

Total Net Sales

12,673

12,339

12,647

Years Ended

December 28,

December 30,

December 31,

2024

2023

2022

Operating Income

Global Distribution and Value

-Added Services

696

665

833

Global Specialty Products

178

175

192

Global Technology

152

142

125

Total Segment Operating Income

1,026

982

1,150

Corporate

(77)

(92)

(112)

Adjustments

(4)

(328)

(275)

(291)

Total Operating Income

621

615

747

Depreciation and Amortization

Global Distribution and Value

-Added Services

141

122

112

Global Specialty Products

110

Global Technology

Total

297

248

212

(1)

Global Distribution and Value

-Added Services: Includes distribution of infection-control products, handpieces, preventatives,

impression materials, composites, anesthetics, teeth, gypsum, acrylics, articulators, abrasives, PPE products, branded and generic

pharmaceuticals, vaccines, surgical products, diagnostic tests, dental chairs, delivery units and lights, digital dental laboratories, X-

ray supplies and equipment, high-tech and digital restoration equipment, equipment repair services, financial services on a non-

recourse basis, continuing education services for practitioners, consulting and other services.

This segment also markets and sells

under our own corporate brand, a portfolio of cost-effective, high-quality consumable merchandise.

(2)

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.

(3)

Global Technology: Includes development and distribution of practice management software, e-services, and other products, which

are distributed to health care providers.

(4)

Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.

The following table presents a breakdown of such adjustments:

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Years Ended

December 28,

December 30,

December 31,

2024

2023

2022

Adjustments:

Restructuring costs

(110)

(80)

(131)

Acquisition intangible amortization

(184)

(150)

(126)

Cyber incident-third-party advisory expenses, net of insurance

(11)

Changes in contingent consideration

(45)

Litigation settlements

(6)

Impairment of capitalized assets

(12)

(27)

Impairment of intangible assets

(7)

(34)

Costs associated with shareholder advisory matters

(2)

Total adjustments

(328)

(275)

(291)

The following table presents information about our operations by geographic

area as of and for the years ended

December 28, 2024, December 30, 2023 and December 31, 2022.

Net sales by geographic area are based on the

respective locations of our subsidiaries.

No country, except for the United States, generated net sales greater than

% of consolidated net sales.

There were no material amounts of sales or transfers among geographic

areas and

there were no material amounts of export sales.

2024

2023

2022

Net Sales

Long-Lived

Assets

Net Sales

Long-Lived

Assets

Net Sales

Long-Lived

Assets

United States

8,803

3,453

8,641

3,273

9,197

2,730

Other

3,870

2,281

3,698

2,341

3,450

1,417

Consolidated total

12,673

5,734

12,339

5,614

12,647

4,147

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 5 – Business Acquisitions

Our acquisition strategy is focused on investments in companies that

add new customers and sales teams, increase

our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we

have already invested in businesses), and finally, those that enable us to access new products and technologies.

Acquisition of TriMed

On April 1, 2024, we acquired a

% voting equity interest in TriMed Inc. (“TriMed”), a global developer of

solutions for the orthopedic treatment of lower and upper extremities, headquartered

in California,

for consideration

of $

315

million.

This acquisition is reported in our Global Specialty Products segment.

During the year ended

December 28, 2024, we completed the accounting for this acquisition.

The following table aggregates the final fair

value, as of the date of the acquisition, of consideration paid and net

assets acquired in the TriMed acquisition:

Final Allocation

Acquisition consideration:

Cash

141

Deferred consideration

Redeemable noncontrolling interests

153

Total consideration

315

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

221

Other noncurrent assets

Current liabilities

(7)

Deferred income taxes

(62)

Other noncurrent liabilities

(6)

Total identifiable

net assets

191

Goodwill

124

Total net assets acquired

315

Goodwill is a result of synergies that are expected to originate from the acquisition as well as

the expected growth

potential of TriMed.

The acquired goodwill is not deductible for tax purposes.

The following table summarizes the identifiable intangible assets acquired

as part of the acquisition of TriMed:

2024

Weighted Average

Useful

Lives (in years)

Product development

204

Trademarks / Tradenames

In process research & development

Not Applicable

Total

221

Except for in-process research and development (“IPR&D”), intangible assets

acquired as a result of the TriMed

acquisition are being amortized over their estimated useful lives

using the straight-line method of amortization.

The IPR&D is accounted for as an indefinite-lived intangible asset and

is not amortized until completion or

abandonment of the associated research and development efforts.

IPR&D is tested for impairment annually or

periodically if an indicator of impairment exists during the period until completion.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Pro forma financial information and TriMed’s revenue and earnings since the acquisition date have not been

presented because the impact of the TriMed acquisition during the year ended December

28, 2024 was immaterial

to our consolidated financial statements.

Other 2024 Acquisitions

During the year ended December 28, 2024, we acquired companies within

the Global Distribution and Value-

Added Services, Global Specialty Products, and Global Technology segments.

Our acquired ownership interest in

these companies range from

% to

100

Total consideration for these acquisitions was $

113

million (including

cash paid of $

million, fair value of previously held equity investment of

million, noncontrolling interest of

million, estimated fair value of contingent consideration payable of

million, and deferred consideration of

million).

Net assets acquired primarily consisted of $

million of goodwill and $

million of intangible

assets.

The intangible assets acquired consisted of customer relationships

and lists of $

million, trademarks and

tradenames of $

million, product development of $

million and non-compete agreements of $

million.

Weighted average useful lives for these acquired intangible assets were

11 years

7 years

9 years

and

5 years

respectively.

During the year ended December 28, 2024, we completed the accounting

for certain acquisitions that occurred in

fiscal year 2024 and we did not record any material measurement period

adjustments related to these acquisitions.

The accounting for other acquisitions in fiscal year 2024 has not been

completed in several areas, including but not

limited to pending assessment of current expected credit losses.

Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions

are expected to provide

for us, as well as the expected growth potential.

The majority of the acquired goodwill is not deductible

for tax

purposes.

During the year ended December 28, 2024, in connection with an acquisition

of a controlling interest of an affiliate,

we recognized a gain of approximately $

million related to the remeasurement to fair value of our previously

held equity investment, using a discounted cash flow model based on

Level 3 inputs, as defined in

Note 11 – Fair

Value Measurements

which was recorded in selling, general and administrative

in the consolidated statements of

income.

The impact of these acquisitions, individually and in the aggregate, was

not considered material to our consolidated

financial statements.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

2023 Acquisitions

Acquisition of Shield Healthcare

On October 2, 2023, we acquired a

% voting equity interest in Shield Healthcare, Inc. (“Shield”), a

supplier of

homecare medical products delivered directly to patients in their homes,

for consideration of $

348

million.

This

acquisition is reported in our Global Distribution and Value-Added Services segment.

Shield expands our existing

medical business by delivering a diverse range of products, including

items such as incontinence, urology, ostomy,

enteral nutrition, advanced wound care and diabetes supplies.

Additionally, Shield offers continuous glucose

monitoring devices directly to patients in their homes.

During the year ended December 28, 2024, we completed the accounting

for our acquisition of Shield.

The

following table aggregates the final fair value, as of the date of the acquisition,

of consideration paid and net assets

acquired in the Shield acquisition:

Final Allocation

Acquisition consideration:

Cash

289

Deferred consideration

Redeemable noncontrolling interests

Total consideration

348

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

166

Other noncurrent assets

Current liabilities

(24)

Deferred income taxes

(43)

Other noncurrent liabilities

(7)

Total identifiable

net assets

149

Goodwill

199

Total net assets acquired

348

Goodwill is a result of synergies that are expected to originate from the acquisition as well as

the expected growth

potential of Shield.

The acquired goodwill is not deductible for tax purposes.

The following table summarizes the identifiable intangible assets acquired

as part of the acquisition of Shield:

2023

Weighted Average

Useful

Lives (in years)

Customer relationships and lists

156

Trademarks / Tradenames

Total

166

Pro forma financial information and Shield’s revenue and earnings from the acquisition date have

not been presented because the impact of the Shield acquisition was

immaterial to our consolidated financial

statements.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Acquisition of S.I.N. Implant System

On July 5, 2023, we acquired a

100

% voting equity interest in S.I.N. Implant System (“S.I.N.”) for consideration of

329

million.

This acquisition is reported in our Global Specialty Products segment.

Based in São Paulo, S.I.N.

manufactures an extensive line of products to perform dental implant procedures

and is focused on advancing the

development of value-priced dental implants.

In 2023, S.I.N. expanded the distribution of its products into the

United States and other international markets.

During the year ended December 28, 2024, we completed the accounting

for our acquisition of S.I.N.

The

following table aggregates the final fair value, as of the date of acquisition,

of consideration paid and net assets

acquired in the S.I.N. acquisition:

Final Allocation

Acquisition consideration:

Cash

329

Total consideration

329

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

Other noncurrent assets

Current liabilities

(33)

Long-term debt

(22)

Deferred income taxes

(38)

Other noncurrent liabilities

(27)

Total identifiable

net assets

Goodwill

241

Total net assets acquired

329

Goodwill is a result of synergies that are expected to originate from the acquisition as well as

the expected growth

potential of S.I.N.

The acquired goodwill is not deductible for tax purposes.

The following table summarizes the identifiable intangible assets acquired

as part of the acquisition of S.I.N.:

2023

Weighted Average

Useful

Lives (in years)

Customer relationships and lists

Product development

Trademarks / Tradenames

Total

Pro forma financial information and S.I.N.’s revenue and earnings from the acquisition date have not been

presented because the impact of the S.I.N. acquisition was immaterial

to our consolidated financial statements.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

100

Acquisition of Biotech Dental

On April 5, 2023, we acquired a

% voting equity interest in Biotech Dental, a provider of dental implants,

clear

aligners, individualized prosthetics and innovative digital dental software based

in France, for preliminary

consideration of $

423

million.

This acquisition is reported in our Global Specialty Products

segment.

Biotech

Dental has several important solutions for dental practices and dental

labs, including Nemotec, a comprehensive,

integrated suite of planning and diagnostic software using open architecture

that connects disparate medical devices

to create a digital view of the patient, offering greater diagnostic accuracy and an

improved patient experience.

During the year ended December 28, 2024, we completed the accounting

for our acquisition of Biotech Dental.

The following table aggregates the final fair value, as of the date of acquisition,

of consideration paid and net assets

acquired in the Biotech Dental acquisition:

Final Allocation

Acquisition consideration:

Cash

216

Fair value of contributed equity share in a controlled subsidiary

Redeemable noncontrolling interests

182

Total consideration

423

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

189

Other noncurrent assets

Current liabilities

(60)

Long-term debt

(73)

Deferred income taxes

(53)

Other noncurrent liabilities

(20)

Total identifiable

net assets

126

Goodwill

297

Total net assets acquired

423

Goodwill is a result of synergies that are expected to originate from the acquisition as well as

the expected growth

potential of Biotech Dental.

The acquired goodwill is not deductible for tax purposes.

The following table summarizes the identifiable intangible assets acquired

as part of the acquisition of Biotech

Dental:

2023

Weighted Average

Useful

Lives (in years)

Product development

124

Customer relationships and lists

Trademarks / Tradenames

Total

189

Pro forma financial information and Biotech’s revenues and earnings from the acquisition date have not been

presented because the impact of the Biotech Dental acquisition was immaterial

to our consolidated financial

statements.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

101

Other 2023 Acquisitions

During the year ended December 30, 2023, in addition to those noted above,

we acquired companies within the

Global Distribution and Value-Added Services, Global Specialty Products, and Global Technology segments for

total consideration of $

284

million.

Our acquired ownership interest ranged between

% to

100

During the

year ended December 28, 2024, we recorded an adjustment of $

million, within selling, general and

administrative in our consolidated statements of income, representing a change

in the fair value of contingent

consideration related to a 2023 acquisition.

During the year ended December 28, 2024, we completed the accounting

for certain fiscal year 2023 acquisitions.

In relation to these acquisitions, we did not record material adjustments

in our consolidated financial statements

relating to changes in estimated values of assets acquired, liabilities

assumed and contingent consideration assets

and liabilities.

Goodwill of $

171

million from these acquisitions is a result of the synergies and cross-selling opportunities

that

these acquisitions are expected to provide for us, as well as the expected

growth potential.

The majority of the

acquired goodwill is deductible for tax purposes. Intangible assets of

116

million, consisting of $

million of

customer relationships and lists, $

million of trademarks and tradenames, $

million of product development, and

other of $

million are being amortized over their weighted average useful lives that

range from

two years

ten

years

Pro forma financial information for our 2023 acquisitions has not been

presented because the impact of the

acquisitions was immaterial to our consolidated financial statements.

2022 Acquisitions

During the year ended December 31, 2022, we acquired companies within

the Global Distribution and Value-

Added Services, Global Specialty Products, and Global Technology segments.

Our acquired ownership interest

ranged between

% to

100

For the years ended December 30, 2023 and December 31, 2022,

there were no

material adjustments recorded in our financial statements relating

to acquisitions for which provisional amounts

were recorded in prior periods.

During the year ended December 28, 2024, we recorded an

adjustment of $

million, within selling, general and administrative in our consolidated statements

of income, representing a change

in the fair value of contingent consideration related to a 2022 acquisition.

Goodwill of $

million is a result of the synergies and cross-selling opportunities that these acquisitions

are

expected to provide for us, as well as the expected growth potential.

Approximately half of the acquired goodwill

is deductible for tax purposes.

Intangible assets of $

million, consisting of $

million of customer relationships

and lists, $

million of trademarks and tradenames, and other of $

million are being amortized over their weighted

average useful lives that range from

two years

ten years

Pro forma financial information for our 2022 acquisitions has not been

presented because the impact of the

acquisitions was immaterial to our consolidated financial statements.

Acquisition Costs

During the years ended December 28, 2024, December 30, 2023

and December 31, 2022 we incurred $

million,

million and $

million in acquisition costs, respectively.

These costs are included in selling, general and

administrative in our consolidated statements of income.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

102

Note 6 – Inventories, Net

Inventories, net consisted of the following as of:

Description

December 28,

2024

December 30,

2023

Finished goods

1,710

1,724

Raw materials

Work-in process

Inventories, net

1,810

1,815

Our inventory reserve was $

132

million and $

192

million as of December 28, 2024 and December 30, 2023,

respectively.

Note 7 – Property and Equipment, Net

Property and equipment, including related estimated useful lives, consisted

of the following as of:

December 28,

December 30,

2024

2023

Land

Buildings and permanent improvements

164

166

Leasehold improvements

109

103

Machinery and warehouse equipment

257

250

Furniture, fixtures and other

128

130

Computer equipment and software

523

500

1,201

1,170

Less accumulated depreciation and amortization

(670)

(672)

Property and equipment, net

531

498

Estimated Useful

Lives (in years)

Buildings and permanent improvements

Machinery and warehouse equipment

Furniture, fixtures and other

Computer equipment and software

Leasehold improvements are amortized on a straight-line basis over

the lesser of the useful life of the assets or the

remaining lease term.

Property and equipment related depreciation expense for the years

ended December 28, 2024, December 30, 2023

and December 31, 2022, was $

million, $

million and $

million, respectively.

Please see

Note 8 – Leases

for

finance lease amounts included in property and equipment, net within our

consolidated balance sheets.

During the year ended December 30, 2023 we recorded a $

million impairment of capitalized software, within

our Global Distribution and Value-Added Services segment.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

103

Note 8 – Leases

We have operating and finance leases for corporate offices, office space, distribution and other facilities, vehicles

and certain equipment.

Our leases have remaining terms of less than

one year

to approximately

years, some of

which may include options to extend the leases for up to

years.

The components of lease expense were as

follows:

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Operating lease cost:

107

132

Variable

lease cost

Short-term lease cost

Total operating lease cost

(1)

130

121

150

Finance lease cost

Total lease cost

134

126

153

(1)

Total operating lease cost for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, included costs of

million, $

million and $

million, respectively, related to facility leases recorded in "Restructuring and integration costs"

within our consolidated statements of income.

Further, for the years ended December 28, 2024, December 30, 2023 and December 31, 2022, we recognized

a net

impairment of operating lease right-of-use assets of $

million, $

million, and $

million respectively, related to

facility leases recorded in “Restructuring and integration costs” within our consolidated

statement of income.

Supplemental balance sheet information related to leases is as follows:

Years

Ended

December 28,

December 30,

2024

2023

Operating Leases:

Operating lease right-of-use assets

293

325

Current operating lease liabilities

Non-current operating lease liabilities

259

310

Total operating lease liabilities

334

390

Finance Leases:

Property and equipment, at cost

Accumulated depreciation

(9)

Property and equipment, net of accumulated depreciation

Current maturities of long-term debt

Long-term debt

Total finance

lease liabilities

Weighted Average

Remaining Lease Term in

Years:

Operating leases

5.9

6.6

Finance leases

2.7

2.6

Weighted

Average Discount

Rate:

Operating leases

4.2

3.6

Finance leases

4.4

4.0

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

104

Supplemental cash flow information related to leases is as follows:

Years

Ended

December 28,

December 30,

2024

2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

Financing cash flows for finance leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

124

Finance leases

Maturities of lease liabilities are as follows:

December 28, 2024

Operating

Finance

Leases

2025

2026

2027

2028

2029

Thereafter

Total future

lease payments

378

Less imputed interest

Total

334

As of December 28, 2024, we have additional operating leases that have

not yet commenced with total lease

payments of $

million for buildings and vehicles.

These operating leases will commence after December 28,

2024, with lease terms of

two years

five years

Certain of our facilities related to our acquisitions are leased from

employees and minority shareholders.

These

leases are classified as operating leases and have a remaining lease term

ranging from less than a year to

13 years

As of December 28, 2024, current and non-current liabilities associated

with related party operating leases were $

million and $

million, respectively.

At December 28, 2024 related party leases represented

7.6

% and

7.8

% of the

total current and non-current operating lease liabilities, respectively.

As of December 30, 2023, current and non-

current liabilities associated with related party operating leases were

million and $

million, respectively.

December 30, 2023 related party leases represented

6.3

% and

7.4

% of the total current and non-current operating

lease liabilities, respectively.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

105

Note 9 – Goodwill and Other Intangibles, Net

Changes in the carrying amounts

of goodwill for the years ended December 28, 2024 and December

30, 2023 were

as follows:

Global

Distribution and

Value-Added

Services

Global Specialty

Products

Global

Technology

Total

Balance as of December 31, 2022

1,652

481

760

2,893

Adjustments to goodwill:

Acquisitions

338

578

945

Foreign currency translation

Balance as of December 30, 2023

2,007

1,077

791

3,875

Adjustments to goodwill:

Acquisitions

107

148

Disposal

(11)

(2)

(13)

Foreign currency translation

(39)

(80)

(4)

(123)

Balance as of December 28, 2024

2,009

1,093

785

3,887

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our segment structure to align

with how our 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.

Reporting units under the former structure were tested for

impairment, and no impairment was identified.

As a result of the realignment and the change in operating

segments, we reallocated goodwill to each of our new reporting units using

a relative fair value approach.

Based on

the impairment test under the new structure, it was determined that the fair values

of our reporting units more likely

than not exceeded their carrying values, resulting in no impairment.

For both the former and new structure

goodwill impairment tests as of September 30, 2024, the fair values of reporting

units were computed using the

methodology described in

Note 1 – Basis of Presentation and Significant Accounting Policies.

In connection with our restructuring initiatives, during the year ended

December 28, 2024, we recorded an $

million impairment of goodwill in the Global Specialty Products segment,

relating to the disposal of a portion of a

business; such impairment was calculated based on the relative fair value

of goodwill.

For the year ended

December 31, 2022, in connection with our restructuring initiatives, we

recorded a $

million impairment of

goodwill, in the Global Specialty Products segment, relating to the disposal

of an unprofitable business for which

estimated fair value was lower than carrying value.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

106

Other intangible assets consisted of the following:

December 28, 2024

Weighted Average

Accumulated

Remaining Life

Cost

Amortization

Net

(in years)

Customer relationships and lists

915

(356)

559

Trademarks / Tradenames

188

(89)

Product development

403

(71)

332

Non-compete agreements

(6)

Other

(10)

Total

1,555

(532)

1,023

December 30, 2023

Weighted Average

Accumulated

Remaining Life

Cost

Amortization

Net

(in years)

Customer relationships and lists

984

(346)

638

Trademarks / Tradenames

168

(69)

Product development

205

(62)

143

Non-compete agreements

(6)

Other

(18)

Total

1,417

(501)

916

Trademarks, trade names, customer lists and customer relationships were established through

business acquisitions

and are amortized on a straight-line basis over their respective asset life.

Non-compete agreements represent

amounts paid primarily to prior owners of acquired businesses and certain

sales persons, in exchange for placing

restrictions on their ability to pose a competitive risk to us.

Such amounts are amortized, on a straight-line basis

over the respective non-compete period, which generally commences upon

termination of employment or

separation from us.

Amortization expense, excluding impairment charges, related to definite-lived intangible assets

for the years ended

December 28, 2024, December 30, 2023 and December 31, 2022, was $

185

million, $

152

million and $

126

million,

respectively.

During the year ended December 28, 2024 we recorded $

million of impairment charges related to businesses in

our Global Distribution and Value-Added Services segment.

It included $

million of trade name impairment,

calculated using the relative fair value related to a

disposal of a business and $

million related to trade name

impairment due to business integration in connection with our restructuring

initiatives.

The remaining $

million

impairment charges related to trade names and non-compete agreements were calculated

as the differences between

the carrying values and the estimated fair values of the impaired intangible assets,

using a discounted estimate of

future cash flows.

During the year ended December 30, 2023 we recorded $

million of impairment charges related to businesses in

our Global Distribution and Value-Added Services segment, consisting of $

million primarily related to customer

lists and relationships attributable to lower than anticipated operating

margins in certain businesses, and a $

million charge related to the planned exit of a business in connection with our restructuring

initiatives.

These

impairment charges were calculated as the differences between the carrying values and the estimated

fair values

the impaired intangible assets, using a discounted estimate of future

cash flows.

During the year ended December 31, 2022 we recorded $

million of impairment charges related to businesses in

our Global Distribution and Value-Added Services segment, the components of which were a $

million charge

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

107

related to the disposal of an unprofitable business in connection with

our restructuring initiatives and a $

million

charge related to customer lists and relationships attributable to customer attrition

rates being higher than expected

in certain other distribution and value-added services businesses.

These impairment charges were calculated as the

differences between the carrying values and the estimated fair values of the impaired intangible

assets, using a

discounted estimate of future cash flows.

Please see

Note 16 – Plans of Restructuring and Integration Costs

for additional details.

The above intangible asset impairment charges were recorded within selling, general

and administrative expenses

and in restructuring and integration charges in our consolidated statement of income.

The annual amortization expense expected to be recorded for existing

intangibles assets for the years 2025 through

2029 is $

168

million, $

151

million, $

139

million, $

122

million and $

108

million.

Note 10 – Investments and Other

Investments and other consisted of the following:

December 28,

December 30,

2024

2023

Investments in unconsolidated affiliates

170

180

Non-current deferred foreign, state and local income taxes

Notes receivable

(1)

Capitalized costs for software and cloud based applications for external use

Security deposits

Acquisition-related indemnification assets

Non-current pension assets

Non-current inventory

Other

Total

501

471

(1)

Long-term notes receivable carry interest rates ranging from

3.0

% to

11.0

% and are due in varying installments through

November 21, 2028

Amortization expense, related to capitalized costs for software to be sold,

leased or marketed to external users, and

for cloud-based applications used to deliver our services, for the years

ended December 28, 2024, December 30,

2023 and December 31, 2022, was $

million, $

million and $

million, respectively, and is included in the

selling, general and administrative line within our consolidated statements

of income.

During the year ended December 28, 2024 we recorded a $

million impairment of capitalized software costs,

within our Global Technology segment.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

108

Note 11 – Fair Value

Measurements

The following section describes the fair values of our financial instruments

and the methodologies that we used to

measure their fair values.

Investments and notes receivable

There are no quoted market prices available for investments in unconsolidated

affiliates and notes receivable.

Certain of our notes receivable contain variable interest rates.

We believe the carrying amounts of the notes

receivable are a reasonable estimate of fair value based on the interest rates

in the applicable markets.

Our notes

receivable fair value is based on Level 3 inputs within the fair value

hierarchy.

Debt

The fair value of our debt (including bank credit lines, current maturities

of long-term debt and long-term debt) is

based on Level 3 inputs within the fair value hierarchy, and as of December 28, 2024 and December 30, 2023 was

estimated at $

2,536

million and $

2,351

million, respectively.

Factors that we considered when estimating the fair

value of our debt include market conditions, such as interest rates and credit

spreads.

Derivative contracts

Derivative contracts are valued using quoted market prices and

significant other observable inputs.

Our derivative

instruments primarily include foreign currency forward contracts, interest

rate swaps, and total return swaps.

The fair values for the majority of our foreign currency derivative contracts

are obtained by comparing our contract

rate to a published forward price of the underlying market rates, which

are based on market rates for comparable

transactions that are classified within Level 2 of the fair value hierarchy.

The fair value of the interest rate swap, which is classified within Level 2

of the fair value hierarchy, is determined

by comparing our contract rate to a forward market rate as of the

valuation date.

The fair value of total return swaps is determined by valuing the underlying

exchange traded funds of the swap

using market-on-close pricing by industry providers as of the valuation

date that are classified within Level 2 of the

fair value hierarchy.

Redeemable noncontrolling interests

The values for redeemable noncontrolling interests are based on recent

transactions and/or implied multiples of

earnings that are classified within Level 3 of the fair value hierarchy.

See

Note 20 – Redeemable Noncontrolling

Interests for additional information

Intangible Assets

Assets measured on a non-recurring basis at fair value include intangibles.

Inputs for measuring intangibles are

classified as Level 3 within the fair value hierarchy.

See

Note 1 – Basis of Presentation and Significant Accounting

Policies

and

Note 9 – Goodwill and Other Intangibles

, Net for additional information.

Defined Benefit Plans

Assets of our defined benefit plans are measured on a recurring basis

and are classified as Level 1 within the fair

value hierarchy.

See

Note 19 – Employee Benefit Plans

for additional information.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

109

Contingent Consideration

We estimate the fair value of contingent consideration payments as part of the acquisition price and record the

estimated fair value of contingent consideration as a liability on our

consolidated balance sheet.

For transactions

accounted for as business combinations, subsequent changes in the

estimated fair value of contingent consideration

payments are included in selling, general, and administrative expenses

in our consolidated statements of

income.

For transactions involving changes in our ownership

in subsidiaries without a change in our control,

subsequent changes in the estimated fair value of contingent consideration

payments are recognized in additional

paid-in capital in our consolidated balance sheet.

We measure contingent consideration at the fair value on a

recurring basis using significant unobservable inputs classified as

Level 3 of the fair value hierarchy.

We use

various valuation techniques, including the Monte Carlo simulation

and probability-weighted scenarios, to

determine the fair value of the contingent consideration liabilities on

the acquisition date and at each reporting

period.

Our fair value measurement inputs include expected operating

performance, discount and risk-free rates,

and credit spread.

The following table presents our assets and liabilities that are measured and

recognized at fair value on a recurring

basis classified under the appropriate level of the fair value hierarchy as of

December 28, 2024 and December 30,

2023:

December 28, 2024

Level 1

Level 2

Level 3

Total

Assets:

Derivative contracts designated as hedges

Derivative contracts undesignated

Total assets

Liabilities:

Derivative contracts designated as hedges

Derivative contracts undesignated

Total return

swaps

Contingent consideration

Total liabilities

Redeemable noncontrolling interests

806

December 30, 2023

Level 1

Level 2

Level 3

Total

Assets:

Derivative contracts designated as hedges

Derivative contracts undesignated

Total return

swap

Total assets

Liabilities:

Derivative contracts designated as hedges

Derivative contracts undesignated

Total liabilities

Redeemable noncontrolling interests

864

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

110

Note 12 – Concentrations of Risk

Certain financial instruments potentially subject us to concentrations of credit

risk.

These financial instruments

consist primarily of cash equivalents, trade receivables, long-term investments,

notes receivable and derivative

instruments.

In all cases, our maximum exposure to loss from credit

risk equals the gross fair value of the financial

instruments.

We routinely maintain cash balances at financial institutions in excess of insured amounts.

We have

not experienced any loss in such accounts and we manage this risk through

maintaining cash deposits and other

highly liquid investments in high quality financial institutions.

We continuously assess the need for reserves for

such losses, which have been within our expectations.

We do not require collateral or other security to support

financial instruments subject to credit risk, except for long-term notes receivable.

We limit credit risk with respect to our cash equivalents, short-term and long-term investments and derivative

instruments, by monitoring the credit worthiness of the financial institutions

who are the counter-parties to such

financial instruments.

As a risk management policy, we limit the amount of credit exposure by diversifying and

utilizing numerous investment grade counterparties.

With respect to our trade receivables, credit risk is somewhat limited due to a relatively large customer base and

its

dispersion across different types of health care professionals and geographic areas.

No single customer accounted

for more than

% of our net sales in each of the years ended December 28, 2024,

December 30, 2023 or December

31, 2022.

With respect to our sources of supply, our top 10 Global Distribution and Value

-Added Services

suppliers and our single largest supplier accounted for approximately

% and

%, respectively, of our aggregate

purchases for the year ended December 28, 2024 and approximately

% and

%, respectively, of our aggregate

purchases for the year ended December 30, 2023.

Our long-term notes receivable primarily represent strategic financing arrangements

with certain affiliates.

Generally, these notes are secured by certain assets of the counterparty; however, in most cases our security is

subordinate to the rights of other commercial financial institutions.

While we have exposure to credit loss in the

event of non-performance by these counterparties, we conduct ongoing assessments

of their financial and

operational performance.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

111

Note 13 – Derivatives and Hedging Activities

We are exposed to market risks and changes in foreign currency exchange rates against the U.S. dollar and each

other, and changes to the credit risk of the derivative counterparties.

We attempt to minimize these risks using

foreign currency forward contracts and by maintaining counter-party credit limits.

Our 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 are for the sole

purpose of hedging an existing or

anticipated currency exposure.

We do not enter into foreign currency forward contracts for speculative purposes

and we manage our credit risks by diversifying our counterparties,

maintaining a strong balance sheet and having

multiple sources of capital.

Our derivative instruments primarily include foreign currency forward contracts,

total

return swaps, and interest rate swaps.

During 2019 we entered foreign currency forward contracts that we designated

as net investment hedges to hedge a

portion of our euro-denominated foreign operations.

These net investment hedges offset changes in the U.S. dollar

value of our investments in certain euro-functional currency subsidiaries due

to fluctuating foreign exchange rates.

Gains and losses related to these net investment hedges are recorded

in accumulated other comprehensive loss

within our consolidated balance sheets.

Amounts excluded from the assessment of hedge effectiveness are

included

in interest expense within our consolidated statements of income.

The aggregate notional value of these net

investment hedges, which matured on

November 16, 2023

, was approximately €

200

million.

On November 3,

2023 we entered into new foreign currency forward contracts to

hedge a portion of our euro-denominated foreign

operations which are designated as net investment hedges.

The aggregate notional value of this net investment

hedge, which matures on

November 3, 2028

, is approximately €

300

million.

During the years ended December 28,

2024, December 30, 2023, and December 31, 2022, we recorded an

increase/(decrease) of $

million, $(

)

million, and $

million, respectively, within other comprehensive income related to these foreign currency forward

contracts.

See

Note 11 – Fair Value Measurements

for additional information.

March 20, 2020

, we entered a total return swap to economically hedge our unfunded

non-qualified SERP and

our DCP.

This swap will offset changes in our SERP and DCP liabilities.

At the swap’s inception, the notional

value of the investments in these plans was $

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 recorded within selling,

general and administrative expenses in our consolidated statement of income,

a gain (loss) of $

million,

million, and $(

) million, respectively, net of transaction costs, related to this undesignated swap.

See

Note 19 –

Employee Benefit Plans

for additional information.

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.

For the years ended December 28, 2024 and

December 30, 2023, we recorded, within accumulated other comprehensive

loss within our consolidated balance

sheets, a loss of $

million and $

million, respectively, related to the change in the fair value of these interest rate

swap agreements, since we have designated these swaps agreements as cash flow

hedges.

Fluctuations in the value of certain foreign currencies as compared

to the U.S. dollar 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

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

112

exchange risks associated with intercompany loans due from our international

subsidiaries and the payment of

merchandise purchases to our 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.

Amounts related to our hedging activities are recorded in prepaid

expenses and other and/or accrued

expenses: other within our consolidated balance sheets.

The following table summarizes the terms and fair value of our outstanding derivative

financial instruments as of

December 28, 2024 and December 30, 2023:

December 28, 2024

Notional

Amount

Classification

Fair

Value

Maturity Date

Derivatives used in cash flow hedges:

Foreign currency forward contracts

Prepaid expenses and other

October 30, 2025

Interest rate swaps

713

Accrued expenses, other

(3)

July 13, 2026

Derivatives used in net investment hedges:

Foreign currency forward contracts

336

Prepaid expenses and other

November 3, 2028

Undesignated hedging relationships:

Total return

swaps

106

Accrued expenses, other

(3)

December 30, 2024

Total

1,239

December 30, 2023

Notional

Amount

Classification

Fair

Value

Maturity Date

Derivatives used in cash flow hedges:

Foreign currency forward contracts

102

Accrued expenses, other

(1)

November 21, 2024

Interest rate swaps

741

Accrued expenses, other

(10)

July 13, 2026

Derivatives used in net investment hedges:

Foreign currency forward contracts

352

Accrued expenses, other

(6)

November 3, 2028

Undesignated hedging relationships:

Total return

swaps

Prepaid expenses and other

January 3, 2024

Total

1,291

(13)

The following table summarizes the effect of cash flow hedges and net investment hedges

on our consolidated

statements of income for the years ended December 28, 2024, December

30, 2023 and December 31, 2022:

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Derivatives used in cash flow hedges:

Foreign currency forward contracts

(1)

Interest rate swaps

(7)

Derivatives used in net investment hedges:

Foreign currency forward contracts

(10)

Total

(18)

The amount of gains or losses reclassified from accumulated other comprehensive

loss into income were not

material for the years ended December 28, 2024, December 30, 2023,

and December 31, 2022.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

113

Note 14 – Debt

Bank Credit Lines

Bank credit lines consisted of the following:

December 28,

December 30,

2024

2023

Revolving credit agreement

200

Other short-term bank credit lines

650

Total

650

264

Revolving Credit Agreement

August 20, 2021

, we entered into a $

1.0

billion revolving credit agreement (the “Revolving Credit Agreement”)

which was subsequently amended and restated on

July 11, 2023

to extend the maturity date to

July 11, 2028

and

update the interest rate provisions to reflect the current market approach

for a multicurrency facility.

The interest

rate on this revolving credit facility is based on Term Secured Overnight Financing Rate (“

Term SOFR

”) plus a

spread based on our leverage ratio at the end of each financial reporting

quarter.

As of December 28, 2024 the

interest rate on this revolving credit facility was

4.45

% plus

1.18

% for a combined rate of

5.63

As of December

30, 2023 the interest rate on this revolving credit facility was

5.36

% plus

1.00

% for a combined rate of

6.36

The Revolving Credit Agreement requires, among other things, that we

maintain certain maximum leverage ratios.

Additionally, the Revolving Credit Agreement contains customary representations, warranties and affirmative

covenants as well as customary negative covenants, subject to negotiated

exceptions, on liens, indebtedness,

significant corporate changes (including mergers), dispositions and certain restrictive

agreements.

As of December

28, 2024 and December 30, 2023, we had $

million and $

200

million in borrowings, respectively, under this

revolving credit facility.

During the year ended December 28, 2024, the average

outstanding balance under the

Revolving Credit Agreement was approximately $

million.

As of December 28, 2024 and December 30, 2023,

there were $

million and $

million of letters of credit, respectively, provided to third parties under the

Revolving Credit Agreement.

Other Short-Term Bank Credit

Lines

As of December 28, 2024 and December 30, 2023, we had various other

short-term bank credit lines available, in

various currencies, with a maximum borrowing capacity of $

790

million and $

368

million, respectively.

As of

December 28, 2024 and December 30, 2023, $

650

million and $

million, respectively, were outstanding.

During

the year ended December 28, 2024, the average outstanding balances under our

various other short-term bank credit

lines was approximately $

492

million.

As of December 28, 2024 and December 30, 2023, borrowings

under other

short-term bank credit lines had weighted average interest rates of

5.35

% and

6.02

%, respectively.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

114

Long-term debt

Long-term debt consisted of the following:

December 28,

December 30,

2024

2023

Private placement facilities

975

1,074

Term loan

712

741

U.S. trade accounts receivable securitization

150

210

Various

collateralized and uncollateralized loans payable with interest,

in varying installments through 2031 at interest rates

from

0.00

% to

9.42

% at December 28, 2024 and

from

0.00

% to

9.42

% at December 30, 2023

Finance lease obligations

Total

1,886

2,087

Less current maturities

(56)

(150)

Total long-term debt

1,830

1,937

As of December 28, 2024,

the aggregate amounts of long-term debt, including finance lease obligations

and net of

deferred debt issuance costs, maturing in each of the next five years

and thereafter are as follows:

2025

2026

690

2027

257

2028

180

2029

102

Thereafter

601

Total

1,886

Private Placement Facilities

Our private placement facilities provided by

four

insurance companies have a total facility amount of $

1.5

billion,

and are available on an uncommitted basis at fixed rate economic terms

to be agreed upon at the time of issuance,

from time to time through

October 20, 2026

The facilities allow us to issue senior promissory notes to the

lenders

at a fixed rate based on an agreed upon spread over applicable treasury

notes at the time of issuance.

The term of

each possible issuance will be selected by us and can range from

five

15 years

(with an average life no longer

than

12 years

The proceeds of any issuances under the facilities will be used

for general corporate purposes,

including working capital and capital expenditures, to refinance existing

indebtedness, and/or to fund potential

acquisitions.

The agreements provide, among other things, that we maintain

certain maximum leverage ratios, and

contain restrictions relating to subsidiary indebtedness, liens, affiliate transactions,

disposal of assets and certain

changes in ownership.

These facilities contain make-whole provisions in the event that we

pay off the facilities

prior to the applicable due dates.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

115

The components of our private placement facility borrowings as of December

28, 2024, which have a weighted

average interest rate of

3.70

% are presented in the following table:

Amount of

Date of

Borrowing

Outstanding

Rate

Due Date

June 16, 2017

100

3.42

June 16, 2027

September 15, 2017

100

3.52

September 15, 2029

January 2, 2018

100

3.32

January 2, 2028

September 2, 2020

100

2.35

September 2, 2030

June 2, 2021

100

2.48

June 2, 2031

June 2, 2021

100

2.58

June 2, 2033

May 4, 2023

4.79

May 4, 2028

May 4, 2023

4.84

May 4, 2030

May 4, 2023

4.96

May 4, 2033

May 4, 2023

150

4.94

May 4, 2033

Total

975

The components of our private placement facility borrowings as of December

30, 2023, which have a weighted

average interest rate of

3.65

% are presented in the following table:

Amount of

Date of

Borrowing

Outstanding

Rate

Due Date

January 20, 2012

3.45

January 20, 2024

December 24, 2012

3.00

December 24, 2024

June 16, 2017

100

3.42

June 16, 2027

September 15, 2017

100

3.52

September 15, 2029

January 2, 2018

100

3.32

January 2, 2028

September 2, 2020

100

2.35

September 2, 2030

June 2, 2021

100

2.48

June 2, 2031

June 2, 2021

100

2.58

June 2, 2033

May 4, 2023

4.79

May 4, 2028

May 4, 2023

4.84

May 4, 2030

May 4, 2023

4.96

May 4, 2033

May 4, 2023

150

4.94

May 4, 2033

Less: Deferred debt issuance costs

(1)

Total

1,074

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

116

Term Loan

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

We are required to

make quarterly payments of $

million from September 2024 through June 2026, with the remaining

balance due in

July 2026.

Previously, we had been required to make quarterly payments of $

million from September 2023

through June 2024.

As of December 28, 2024, the borrowings outstanding under

this term loan were $

712

million.

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

As of December 30, 2023, the borrowings outstanding under

this term loan were $

741

million.

December 30, 2023, the interest rate under the Term Credit Agreement was

5.36

% plus

1.35

% for a combined rate

6.71

However, we have a hedge in place that ultimately creates an effective fixed rate of

6.04

% and

5.79

% at

December 28, 2024 and December 30, 2023, respectively.

The Term Credit Agreement requires, among other

things, that we maintain certain maximum leverage ratios.

Additionally, the Term

Credit Agreement contains

customary representations, warranties and affirmative covenants as well as customary

negative covenants, subject

to negotiated exceptions, on liens, indebtedness, significant corporate changes

(including mergers), dispositions and

certain restrictive agreements.

U.S. Trade Accounts Receivable Securitization

We have a facility agreement based on our U.S. trade accounts receivable that is structured as an asset-backed

securitization program with pricing committed for up to

three years

On December 6, 2024, we extended the

expiration date of this facility agreement to

December 6, 2027

(the previous maturity date was

December 15, 2025

This facility agreement has a purchase limit of $

450

million with two banks as agents.

As of December 28, 2024 and December 30, 2023, the borrowings outstanding

under this securitization facility

were $

150

million and $

210

million, respectively.

At December 28, 2024, the interest rate on borrowings under

this facility was based on the

asset-backed commercial paper rate

4.73

% plus

0.75

%, for a combined rate of

5.48

At December 30, 2023, the interest rate on borrowings under

this facility was based on the asset-backed

commercial paper rate of

5.67

% plus

0.75

%, for a combined rate of

6.42

If our accounts receivable collection pattern changes due to customers

either paying late or not making payments,

our ability to borrow under this facility may be reduced.

We are required to pay a commitment fee of

basis points depending upon program utilization.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

117

Note 15 – Income Taxes

Income before taxes and equity in earnings of affiliates was as follows:

Years

ended

December 28,

December 30,

December 31,

2024

2023

2022

Domestic

338

424

506

Foreign

175

118

215

Total

513

542

721

The provisions for income taxes were as follows:

Years

ended

December 28,

December 30,

December 31,

2024

2023

2022

Current income tax expense:

U.S. Federal

100

150

State and local

Foreign

Total current

189

140

243

Deferred income tax expense (benefit):

U.S. Federal

(29)

(48)

State and local

(12)

(3)

(13)

Foreign

(20)

(26)

(12)

Total deferred

(61)

(20)

(73)

Total provision

128

120

170

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

118

The tax effects of temporary differences that give rise to our deferred income tax asset (liability) were

as follows:

Years

Ended

December 28,

December 30,

2024

2023

Deferred income tax asset:

Net operating losses

Other carryforwards

Inventory, premium

coupon redemptions and accounts receivable

valuation allowances

Operating lease liability

Capitalization of research and development costs

Other asset

Total deferred income

tax asset

317

314

Valuation

allowance for deferred tax assets

(1)

(38)

(36)

Net deferred income tax asset

279

278

Deferred income tax liability

Intangibles amortization

(260)

(219)

Operating lease right-of-use asset

(67)

(65)

Property and equipment

(7)

(10)

Total deferred tax

liability

(334)

(294)

Net deferred income tax asset (liability)

(55)

(16)

(1)

Primarily relates to operating losses, the benefits of which are uncertain.

Any future reductions of such valuation allowances will be

reflected as a reduction of income tax expense.

The assessment of the amount of value assigned to our deferred tax assets under

the applicable accounting rules is

judgmental.

are required to consider all available positive and negative evidence

in evaluating the likelihood

that we will be able to realize the benefit of our deferred tax assets in the future.

Such evidence includes reversals

of deferred tax liabilities and projected future taxable income.

Since this evaluation requires consideration of

events that may occur some years into the future, there is an element of

judgment involved.

Realization of our

deferred tax assets is dependent on generating sufficient taxable income in future periods.

believe that it is

more likely than not that future taxable income will be sufficient to allow us to recover

substantially all of the value

assigned to our deferred tax assets.

However, if future events cause us to conclude that it is not more likely than

not that we will be able to recover the value assigned to our deferred tax assets, we

will be required to adjust our

valuation allowance accordingly.

As of December 28, 2024, we had federal, state and foreign net operating

loss carryforwards of approximately $

million, $

million and $

333

million, respectively.

The federal, state and foreign net operating loss carryforwards

will begin to expire in various years from 2025 through 2044.

The amounts of federal, state and foreign net

operating losses that can be carried-forward indefinitely are $

million, $

million and $

311

million,

respectively.

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Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

119

The tax provisions differ from the amount computed using the federal statutory income

tax rate as follows:

Years

ended

December 28,

December 30,

December 31,

2024

2023

2022

Income tax provision at federal statutory rate

108

114

151

State income tax provision, net of federal income tax effect

Foreign income tax provision

Pass-through noncontrolling interest

(8)

(4)

Valuation

allowance

(3)

(2)

Unrecognized tax benefits and audit settlements

Interest expense related to loans

(14)

(13)

(12)

Effect of cross border tax laws

Other

(11)

(6)

(4)

Total income

tax provision

128

120

170

For the year ended December 28, 2024 our effective tax rate was

24.9

%, compared to

22.1

% for the prior year

period.

In 2022, our effective tax rate was

23.5

The difference between our effective tax rate and the federal

statutory tax rate is primarily due to state and foreign income taxes

and interest expense.

On December 22, 2017, the U.S. government passed the Tax Cuts and Jobs Act, which requires U.S. companies to

pay a mandatory one-time transition tax on historical offshore earnings that have not

been repatriated to the U.S.

The transition tax is payable over eight years.

Within our consolidated balance sheets, transition tax of $

million

and $

million were included in accrued taxes for 2024 and 2023, respectively, and $

million was included in

other liabilities for 2023.

Due to the one-time transition tax and the imposition of the GILTI provisions, all previously unremitted earnings

will no longer be subject to U.S. federal income tax; however, there could be U.S., state and/or foreign withholding

taxes upon distribution of such unremitted earnings.

Determination of the amount of unrecognized deferred tax

liability with respect to such earnings is not practicable.

The Organization of Economic Co-Operation and Development (OECD) issued

technical and administrative

guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of

large multinational businesses on a country-by-country basis.

Effective January 1, 2024, the minimum global tax

rate is 15% for various jurisdictions pursuant to the Pillar Two rules.

Future tax reform resulting from these

developments may result in changes to long-standing tax principles, which

may adversely impact our effective tax

rate going forward or result in higher cash tax liabilities.

As of December 28, 2024, the impact of the Pillar Two

rules to our financial statements was immaterial.

ASC Topic 740 prescribes the accounting for uncertainty in income taxes recognized in accordance with other

provisions contained within its guidance.

This topic prescribes a recognition threshold and a measurement

attribute

for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax

return.

For those benefits to be recognized, a tax position must be

more likely than not to be sustained upon

examination by the taxing authorities.

The amount recognized is measured as the largest amount of benefit that has

a greater than 50% likelihood of being realized upon ultimate audit settlement.

In the normal course of business,

our tax returns are subject to examination by various taxing authorities.

Such examinations may result in future tax

and interest assessments by these taxing authorities for uncertain tax positions

taken in respect of certain tax

matters.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

120

The total amount of unrecognized tax benefits, which are included in “other

liabilities” within our consolidated

balance sheets, as of December 28, 2024 and December 30, 2023 was $

108

million and $

115

million, respectively,

of which $

100

million and $

107

million, respectively, would affect the effective tax rate if recognized.

It is

possible that the amount of unrecognized tax benefits will change in the next 12

months, which may result in a

material impact on our consolidated statements of income.

All tax returns audited by the IRS are officially closed through 2020.

The tax years subject to examination by the

IRS include years 2021 and forward.

In addition, limited positions reported in the 2017 tax year are subject

to IRS

examination.

The amount of tax interest expense included as a component of the provision

for taxes was $

million, $

million

and $

million in 2024, 2023 and 2022, respectively.

The total amount of accrued interest is included in other

liabilities within our consolidated balance sheets, and was $

million as of December 28, 2024 and $

million as

of December 30, 2023.

The amount of penalties accrued for during the periods presented was not

material to our

consolidated financial statements.

The following table provides a reconciliation of unrecognized tax benefits:

December 28,

December 30,

December 31,

2024

2023

2022

Balance, beginning of period

Additions based on current year tax positions

Additions based on prior year tax positions

Reductions based on prior year tax positions

(14)

(2)

Reductions resulting from settlements with taxing authorities

(3)

(1)

Reductions resulting from lapse in statutes of limitations

(10)

(14)

(10)

Balance, end of period

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

121

Note 16 – Plans of Restructuring and Integration Costs

On August 6, 2024, we committed to a new restructuring plan (the “2024

Plan”) to integrate recent acquisitions,

right-size operations and further increase efficiencies.

During the year ended December 28, 2024, we recorded

restructuring charges associated with the 2024 Plan of $

million, which primarily related to severance and

employee-related costs, accelerated amortization of right-of-use

lease assets and fixed assets, impairment of

intangible assets related to the disposal of a portion of a business

and other exit costs.

We expect to record

restructuring charges associated with the 2024 Plan in 2025; however an estimate

of the amount of these charges

has not yet been determined.

During the year ended December 28, 2024, in connection with the 2024 Plan,

we recorded an impairment of

goodwill and intangible assets of $

million related to the disposal of a portion of a business.

This impairment is

included in the $

million of restructuring charges discussed above and related to the Global Specialty Products

segment.

On August 1, 2022, we committed to a restructuring plan (the “2022

Plan”) focused on funding the priorities of the

BOLD+1 strategic plan, streamlining operations and other initiatives to

increase efficiency.

The 2022 Plan has

been completed as of July 31, 2024.

During the years ended December 28, 2024, December

30, 2023, and

December 31, 2022, in connection with our 2022 Plan, we recorded restructuring

costs of $

million, $

million,

and $

128

million, respectively.

The restructuring costs for these periods primarily related to

severance and

employee-related costs, accelerated amortization of right-of-use

lease assets and fixed assets, impairment of

intangible assets related to disposal of a U.S. business,

and other exit costs.

During the year ended December 30, 2023, in connection with the 2022 Plan,

we recorded an impairment of an

intangible asset of $

million related to disposal of a U.S. business.

This impairment is included in the $

million of restructuring costs discussed above and related to the Global Specialty

Products segment.

The disposal

was completed during the first quarter of 2024.

During the year ended December 31, 2022, in connection with the 2022 Plan,

we vacated

one

of the buildings at our

corporate headquarters in Melville, New York, which resulted in an accelerated amortization of a right-of-use lease

asset of $

million.

We also initiated the disposal of a non-profitable U.S. business within the Global Specialty

Products segment and recorded related costs of $

million, which primarily consisted of impairment of intangible

assets and goodwill, inventory impairment, and severance and employee-related

costs, which are included in the

Global Specialty Products segment.

These costs are included in the $

128

million of restructuring charges discussed

above.

The disposal was completed during the first quarter of 2023.

On August 26, 2022, we acquired Midway Dental Supply.

In connection with this acquisition, during the year

ended December 31, 2022, we recorded integration costs of $

million related to one-time employee and other

costs, as well as restructuring charges of $

million, which are included in the $

128

million of restructuring charges

discussed above.

The integration and restructuring costs related to Midway Dental

Supply are recorded in the

Global Distribution and Value-Added Services segment.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

122

Restructuring and integration costs recorded during our 2024, 2023 and

2022 fiscal years consisted of the

following:

Year Ended

December 28, 2024

Global Distribution and

Value-Added Services

Global

Specialty

Products

Global

Technology

Corporate

Restructuring

Costs

Integration

Costs

Restructuring Costs

Total

2024 Plan

Severance and employee-related costs

Impairment and accelerated depreciation and

amortization of right-of-use lease assets and

other long-lived assets

Exit and other related costs

Loss on disposal of a business

Restructuring and integration costs-2024 Plan

2022 Plan

Severance and employee-related costs

Accelerated depreciation and amortization

(3)

Exit and other related costs

Restructuring and integration costs-2022 Plan

(1)

Total restructuring and integration costs

110

Year Ended

December 30, 2023

Global Distribution and

Value-Added Services

Global

Specialty

Products

Global

Technology

Corporate

Restructuring

Costs

Integration

Costs

Restructuring Costs

Total

2022 Plan

Severance and employee-related costs

Impairment and accelerated depreciation and

amortization of right-of-use lease assets and

other long-lived assets

Exit and other related costs

Loss on disposal of a business

Total restructuring and integration costs

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

123

Year Ended

December 31, 2022

Global Distribution and

Value-Added Services

Global

Specialty

Products

Global

Technology

Corporate

Restructuring

Costs

Integration

Costs

Restructuring Costs

Total

2022 Plan

Severance and employee-related costs

Impairment and accelerated depreciation and

amortization of right-of-use lease assets and other

long-lived assets

Exit and other related costs

Loss on disposal of a business

Integration employee-related and other costs

Total restructuring and integration costs

131

The following table summarizes, by plan year, the activity related to the liabilities associated with

our restructuring

initiatives under the 2022 Plan and the 2024 Plan for the year ended December

28, 2024.

The remaining accrued

balance of restructuring costs as of December 28, 2024, which primarily

relates to severance and employee-related

costs, is included in accrued expenses: other within our consolidated balance

sheets.

Liabilities related to exited

leased facilities are recorded within our current and non-current operating

lease liabilities within our consolidated

balance sheets.

2022 Plan

2024 Plan

Total

Balance, December 31, 2022

Restructuring costs

Non-cash accelerated depreciation and amortization

(15)

Non-cash impairment on disposal of a business

(12)

Cash payments and other adjustments

(54)

Balance, December 30, 2023

Restructuring costs

110

Non-cash accelerated depreciation and amortization

(7)

(12)

(19)

Non-cash impairment on disposal of a business

(13)

Cash payments and other adjustments

(41)

(20)

(61)

Balance, December 28, 2024

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

124

Note 17 – Commitments and Contingencies

Purchase Commitments

In our Global Distribution and Value-Added Services business, we sometimes enter into long-term purchase

commitments to ensure the availability of products for distribution.

Future minimum annual payments for

inventory purchase commitments as of December 28, 2024 were:

2025

2026

2027

2028

2029

Thereafter

Total minimum

inventory purchase commitment payments

Employment, Consulting and Non-Compete Agreements

We have employment, consulting and non-compete agreements that have varying base aggregate annual payments

for the years 2025 through 2029 and thereafter of approximately $

million, $

million, and $

million, respectively.

We also have lifetime consulting agreements that provide for current

compensation of

four-hundred thousand

dollars per year, with small scheduled increases every fifth year with the

next increase in 2027.

In addition, some agreements have provisions for additional

incentives and compensation.

Legal Proceedings

Henry Schein, Inc. has been named as a defendant in multiple opioid

related lawsuits (currently less than one-

hundred and seventy-five (

175

); one or more of Henry Schein, Inc.’s subsidiaries is also named as a defendant in a

number of those cases).

Generally, the lawsuits allege that the manufacturers of prescription opioid drugs engaged

in a false advertising campaign to expand the market for such drugs and

their own market share and that the entities

in the supply chain (including Henry Schein, Inc. and its subsidiaries) reaped

financial rewards by refusing or

otherwise failing to monitor appropriately and restrict the improper distribution

of those drugs.

These actions

consist of some that have been consolidated within the MultiDistrict Litigation

(“MDL”) proceeding In Re National

Prescription Opiate Litigation (MDL No. 2804; Case No. 17-md-2804)

and are currently stayed, and others which

remain pending in state courts and are proceeding independently and outside

of the MDL.

On January 29, 2025,

the court granted our motion for summary judgment in the action

filed by Mobile County Board of Health, et al. in

Alabama state court and dismissed all claims against Henry Schein

with prejudice.

We have settled the action filed

by DCH Health Care Authority, et al. in Alabama state court (

thirty-four

plaintiffs) for an immaterial amount and

the claims against Henry Schein have been dismissed with prejudice.

We have also settled

forty-four

cases (plus

one

case in which we were not yet named a defendant) filed by plaintiffs represented

by the Napoli Shkolnik PLLC

law firm for an immaterial amount.

Stipulations of Discontinuance with Prejudice in those cases

are pending.

this time, the following case is set for trial: the action filed by Florida Health Sciences

Center, Inc. (and

other

hospitals located throughout the State of Florida) in Florida state court,

which is currently scheduled for a jury trial

in September 2025.

Of Henry Schein’s 2024 net sales of approximately $

12.7

billion, sales of opioids represented

less than

four

-tenths of 1 percent.

Opioids represent a negligible part of our business.

We intend to defend

ourselves vigorously against these actions.

On January 18, 2024, a putative class action was filed against the Company

in the U.S. District Court for the

Eastern District of New York (“EDNY”), Case No. 24-cv-387 (the “Cruz-Bermudez Action”), based on the

October 2023 cyber incident described in

Note 3 – Cyber Incident

On January 26, 2024, a second putative class

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

125

action was filed against the Company based on the cyber incident, also

in the EDNY,

Case No. 24-cv-550 (the

“Depperschmidt Action”).

On February 12, 2024, the Depperschmidt Action was voluntarily dismissed

without

prejudice.

On February 16, 2024, an amended complaint was filed in

the Cruz-Bermudez Action with additional

plaintiffs’ counsel from the Depperschmidt Action and an additional new plaintiff.

Plaintiffs in the Cruz-Bermudez Action seek to represent a class of all individuals

whose personally identifying

information and personal health information was compromised by

the incident.

Plaintiffs generally claim to have

been harmed by alleged actions and/or omissions by the Company

in connection with the incident and that the

Company made deceptive public statements regarding privacy and data protection.

Plaintiffs assert a variety of

claims seeking monetary damages, injunctive relief, costs and attorneys’

fees, and other related relief.

On March

22, 2024, plaintiffs voluntarily withdrew two of their five causes of action.

On April 8, 2024, the court denied the

Company’s motion to dismiss the remaining claims.

On June 6, 2024, plaintiffs and the Company informed the court that they had agreed

to a term sheet for a class

action settlement of the Cruz-Bermudez Action.

Plaintiffs and the Company entered into a class action settlement

agreement on September 13, 2024, and the court preliminarily approved

the settlement on September 16,

2024.

Under the terms of the settlement, all claims in the Cruz-Bermudez

Action will be dismissed, the Cruz-

Bermudez Action will be terminated, the Company will receive a

release of claims from the class, and the

Company will pay $

2.9

million into a fund for class members.

The court has approved the settlement and entered

the final approval order on February 20, 2025.

The settlement agreement’s effective date is

35 days

after the final

approval order assuming no appeals have been filed.

From time to time, we may become a party to other legal proceedings,

including, without limitation, product

liability claims, employment matters, commercial disputes, governmental

inquiries and investigations (which may

in some cases involve our entering into settlement arrangements or consent

decrees), and other matters arising out

of the ordinary course of our business.

While the results of any legal proceeding cannot be predicted with certainty,

in our opinion none of these other pending matters are currently

anticipated to have a material adverse effect on our

consolidated financial position, liquidity or results of operations.

As of December 28, 2024, we had accrued our best estimate of potential

losses relating to claims that were probable

to result in liability and for which we were able to reasonably estimate

a loss.

This accrued amount, as well as

related expenses, was not material to our financial position, results of operations

or cash flows.

Our method for

determining estimated losses considers currently available

facts, presently enacted laws and regulations and other

factors, including probable recoveries from third parties.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

126

Note 18 – Stock-Based Compensation

Stock-based awards are provided to certain employees under our 2024 Stock Incentive

Plan (formerly known as our

2020 Stock Incentive Plan) and to non-employee directors under our 2023 Non-Employee

Director Stock Incentive

Plan (together, the “Plans”).

The Plans are administered by the Compensation Committee of the Board

(the

“Compensation Committee”).

Historically, equity-based awards to our employees have been granted solely in the

form of time-based and performance-based restricted stock units (“RSUs”)

with the exception of our 2021 plan year

in which non-qualified stock options were issued in place of performance-based

RSUs and in 2022, when we

granted time-based and performance-based RSUs, as well as non-qualified

stock options.

Starting with our 2023

plan year, we returned to granting our employees equity-based awards solely in the form of

time-based and

performance-based RSUs.

Our non-employee directors receive equity-based awards solely in the form

of time-

based RSUs.

As of December 28, 2024, there were

75,742,657

shares authorized and

9,973,475

shares available to be granted

under the 2024 Stock Incentive Plan and

2,075,000

shares authorized and

361,724

shares available to be granted

under the 2023 Non-Employee Director Stock Incentive Plan.

RSUs are stock-based awards granted to recipients with specified vesting provisions.

In the case of RSUs, common

stock is delivered on or following satisfaction of vesting conditions.

We issue RSUs to employees that primarily

vest (i) solely based on the recipient’s continued service over time, primarily with

four

-year cliff vesting and/or (ii)

based on achieving specified performance measurements and the recipient’s continued service over time, primarily

with

three

-year cliff vesting.

RSUs granted to our non-employee directors primarily include

-month cliff vesting.

For these RSUs, we recognize the cost as compensation expense on a straight-line

basis.

For all RSUs, we estimate the fair value based on our closing stock

price on the grant date.

With respect to

performance-based RSUs, the number of shares that ultimately vest and

are received by the recipient is based upon

our performance as measured against specified targets over a specified period, as

determined by the Compensation

Committee.

Although there is no guarantee that performance targets will be achieved, we

estimate the fair value of

performance-based RSUs based on our closing stock price at time of grant.

Each of the Plans provide for certain adjustments to the performance measurement

in connection with awards under

the Plans.

With respect to the performance-based RSUs granted under our 2024 Stock Incentive Plan, such

performance measurement adjustments relate to significant events, including,

without limitation, acquisitions,

divestitures, new business ventures, certain capital transactions (including share

repurchases), differences in

budgeted average outstanding shares (other than those resulting from capital

transactions referred to above),

restructuring costs, if any, amortization expense recorded for acquisition-related intangible assets (solely with

respect to performance-based RSUs granted in the 2023 and 2024 plan years),

certain litigation settlements or

payments, if any, changes in accounting principles or in applicable laws or regulations, changes in income tax rates

in certain markets, foreign exchange fluctuations, the financial impact

either positive or negative, of the difference

in projected earnings generated by COVID-19 test kits (solely with respect

to performance-based RSUs granted in

the 2022 and 2023 plan years) and impairment charges (solely with respect to performance-based

RSUs granted in

the 2023 and 2024 plan years), and unforeseen events or circumstances

affecting us.

Over the performance period, the number of RSUs that will ultimately vest

and be issued and the related

compensation expense is adjusted upward or downward based upon our

estimation of achieving such performance

targets.

The ultimate number of shares delivered to recipients and the related compensation

cost recognized as an

expense is based on our actual performance against the pre-determined performance

metrics (in each case as

adjusted).

Stock options are awards that allow the recipient to purchase shares of our

common stock after vesting at a fixed

price set at the time of grant.

Stock options were granted at an exercise price equal to our

closing stock price on the

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

127

date of grant.

Stock options issued in 2021 and 2022 vest

one-third

per year based on the recipient’s continued

service, subject to the terms and conditions of the 2020 Stock Incentive Plan,

are fully vested

three years

from the

grant date and have a contractual term of

ten years

from the grant date, subject to earlier termination of term and

term acceleration upon certain events.

Compensation expense for stock options is recognized using

a graded

vesting method.

We estimate grant date fair value of stock options using the Black-Scholes valuation model.

During the year ended December 28, 2024, we did

t grant any stock options.

Our consolidated statements of income reflect pre-tax share-based compensation

expense of $

million, $

million and $

million for the years ended December 28, 2024, December 30, 2023

and December 31, 2022,

respectively.

Total unrecognized compensation cost related to unvested awards as of December 28, 2024 was $

million, which

is expected to be recognized over a weighted-average period of approximately

2.6

years.

The weighted-average grant date fair value of stock-based awards granted

was $

75.12

, $

76.43

and $

85.51

per share

during the years ended December 28, 2024, December 30, 2023 and December

31, 2022, respectively.

record deferred income tax assets for awards that will result in

future income tax deductions based on the

amount of compensation cost recognized and our statutory tax rate in the

jurisdiction in which we will receive a

deduction.

Our consolidated statements of cash flows present our stock-based compensation

expense as a reconciling

adjustment between net income and net cash provided by operating

activities for all periods presented.

There were

no cash benefits associated with tax deductions in excess of recognized

compensation for the years ended

December 28, 2024, December 30, 2023 and December 31, 2022.

The following weighted-average assumptions were used in determining

the most recent fair values of stock options

using the Black-Scholes valuation model:

2022

Expected dividend yield

0.00

Expected stock price volatility

27.80

Risk-free interest rate

3.62

Expected life of options (in years)

6.00

We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in

the foreseeable future.

The expected stock price volatility is based on implied volatilities

from traded options on

our stock, historical volatility of our stock and other factors.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant that most closely aligns to the expected life of options.

The six-

year expected life of the options was determined using the simplified

method for estimating the expected term as

permitted under Staff Accounting Bulletin Topic 14.

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Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

128

The following table summarizes the stock option activity for the year

ended December 28, 2024:

Stock Options

Weighted Average

Aggregate

Weighted Average

Remaining Contractual

Intrinsic

Exercise Price

Life (in years)

Value

Outstanding at beginning of year

1,078,459

71.46

Granted

Exercised

(100,077)

62.71

Forfeited

(14,891)

85.18

Outstanding at end of year

963,491

72.16

6.6

Options exercisable at end of year

837,341

70.11

Weighted Average

Aggregate

Number of

Weighted Average

Remaining Contractual

Intrinsic

Options

Exercise Price

Life (in years)

Value

Expected to vest

126,150

85.77

7.2

The following tables summarize the activity of our unvested RSUs for

the year ended December 28, 2024:

Time-Based Restricted Stock Units

Performance-Based Restricted Stock Units

Weighted Average

Grant Date Fair

Intrinsic Value

Grant Date Fair

Intrinsic Value

Shares/Units

Value Per Share

Per Share

Shares/Units

Value Per Share

Per Share

Outstanding at beginning of period

1,655,393

70.34

208,742

78.02

Granted

465,861

75.84

253,896

76.88

Vested

(332,084)

63.09

(8,262)

66.53

Forfeited

(103,620)

76.95

(65,265)

79.60

Outstanding at end of period

1,685,550

72.92

70.42

389,111

75.98

70.42

The fair value of time and performance RSUs that vested was $

million and $

million, respectively, for the year

ended December 28, 2024; $

million and $

million, respectively, for the year ended December 30, 2023; and

million and $

million, respectively, for the year ended December 31, 2022.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

129

Note 19 – Employee Benefit Plans

Defined benefit plans

Certain of our employees in our international markets participate

in various noncontributory defined benefit plans.

These plans are managed to provide pension benefits to covered employees

in accordance with local regulations

and practices.

Our net unfunded liability for these plans are recorded

in accrued expenses: other; and other

liabilities within our consolidated balance sheets.

The following table presents the changes in projected benefit

obligations, plan assets, and the funded status of our defined benefit

pension plans:

Years

Ended

December 28,

December 30,

2024

2023

Obligation and funded status:

Change in benefit obligation

Projected benefit obligation, beginning of period

125

108

Service costs

Interest cost

Past service cost (credit)

(1)

Actuarial gain

Participant contributions

Settlements

(1)

(3)

Effect of foreign currency translation

(9)

Projected benefit obligation, end of period

129

125

Change in plan assets

Fair value of plan assets at beginning of period

Actual return on plan assets

Employer contributions

Plan participant contributions

Expected return on plan assets

Benefit received

Settlements

(2)

Effect of foreign currency translation

(6)

Fair value of plan assets at end of period

Unfunded status at end of period

The majority of our defined benefit plans are unfunded, with the exception

of one plan in one country where the

amount of assets exceeds the projected benefit obligation by approximately

million and $

million as of

December 28, 2024 and December 30, 2023, respectively.

At December 28, 2024 and December 30, 2023 the

accumulated benefit obligations were $

125

million and $

121

million, respectively.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

130

The following table provides the amounts recognized in our consolidated

balance sheets for our defined benefit

pension plans:

Years

Ended

December 28,

December 30,

2024

2023

Non-current assets

Current liabilities

(1)

Non-current liabilities

(68)

(65)

Accumulated other comprehensive loss, pre-tax

The following table provides the components of net periodic pension cost

for our defined benefit plans:

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Service cost

Interest cost

Expected return on plan assets

(3)

(1)

Employee contributions

(1)

Amortization of prior service credit

Net periodic pension cost

The following tables present the weighted-average actuarial assumptions

used to determine our pension benefit

obligation and our net periodic pension cost for the periods presented:

Years

Ended

December 28,

December 30,

Pension Benefit Obligation

2024

2023

Weighted average

discount rate

2.23

2.71

Years

Ended

December 28,

December 30,

December 31,

Net Periodic Pension Cost

2024

2023

2022

Discount rate-pension benefit

1.70

1.50

1.25

Expected return on plan assets

1.13

0.51

0.81

Rate of compensation increase

1.98

1.64

1.68

Pension increase rate

0.63

0.80

0.61

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

131

The following table presents the estimated pension benefit payments that

are payable to the plan’s participants as of

December 28, 2024:

Year

2025

2026

2027

2028

2029

2030 to 2034

Total

401(k) Plans

We offer

qualified 401(k) plans to substantially all domestic full-time employees.

As determined by our Board,

matching contributions to these plans generally do not exceed

100

% of the participants’ contributions up to

% of

their base compensation, subject to applicable legal limits.

Matching contributions are made in cash and are

allocated consistent with the participants’ investment elections on file, subject

to a

% allocation limit to the

Henry Schein Stock Fund.

Forfeitures attributable to participants whose employment terminates

prior to becoming

fully vested are reallocated as part of our ongoing matching contributions

and to offset administrative expenses of

the 401(k) plans.

Assets of the 401(k) and other defined contribution plans are held

in self-directed accounts enabling participants to

choose from various investment fund options.

Matching contributions related to these plans charged to operations

during the years ended December 28, 2024, December 30, 2023 and December

31, 2022 amounted to $

million,

million and $

million, respectively.

Within our consolidated statements of income, $

million, $

million,

and $

million, is included in selling, general and administrative; and $

million, $

million, and $

million is

included in cost of goods sold for the years ended December 28, 2024, December

30, 2023, and December 31,

2022, respectively.

Supplemental Executive Retirement Plan

We offer

an unfunded, non-qualified SERP to eligible employees.

This plan generally covers officers and certain

highly compensated employees after they have reached the maximum

IRS allowed pre-tax 401(k) contribution

limit.

Our contributions to this plan are equal to the 401(k) employee-elected

contribution percentage applied to

base compensation for the portion of the year in which such employees are

not eligible to make pre-tax

contributions to the 401(k) plan.

The amounts charged to operations during the years ended December 28, 2024,

December 30, 2023 and December 31, 2022 amounted to $

million, $

million and $

(1)

million, respectively.

The

charges are included in selling, general and administrative within our consolidated

statements of income.

Please

see

Note 13 – Derivatives and Hedging Activities

for additional information.

Deferred Compensation Plan

offer DCP to a select group of management or highly compensated employees

of the Company and certain

subsidiaries.

This plan allows for the elective deferral of base salary, bonus and/or commission compensation by

eligible employees.

The amounts (credited)/charged to operations during the years ended December

28, 2024,

December 30, 2023 and December 31, 2022 were approximately $

million, $

million and $

(11)

million,

respectively.

The charges are included in selling, general and administrative within our consolidated

statements of

income.

Please see

Note 13 – Derivatives and Hedging Activities

for additional information.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

132

Note 20 – Redeemable Noncontrolling Interests

Some minority stockholders in certain of our subsidiaries have the right,

at certain times, to require us to acquire

their ownership interest in those entities at fair value.

ASC Topic 480-10 is applicable for noncontrolling interests

where we are or may be required to purchase all or a portion of the

outstanding interest in a consolidated subsidiary

from the noncontrolling interest holder under the terms of a put option contained

in contractual agreements.

The

components of the change in the redeemable noncontrolling interests for the

years ended December 28, 2024,

December 30, 2023 and December 31, 2022, are presented in the following table:

December 28,

December 30,

December 31,

2024

2023

2022

Balance, beginning of period

864

576

613

Decrease in redeemable noncontrolling interests due to acquisitions of

noncontrolling interests in subsidiaries

(273)

(19)

(31)

Increase in redeemable noncontrolling interests due to business

acquisitions

171

326

Net income (loss) attributable to redeemable noncontrolling interests

(1)

Distributions declared, net of capital contributions

(50)

(19)

(21)

Effect of foreign currency translation gain (loss) attributable

redeemable noncontrolling interests

(24)

(6)

Change in fair value of redeemable securities

119

(11)

(4)

Balance, end of period

806

864

576

Note 21 – Comprehensive Income

Comprehensive income includes certain gains and losses that, under U.S.

GAAP,

are excluded from net income and

are recorded directly to stockholders’ equity.

The following table summarizes our Accumulated other comprehensive loss, net

of applicable taxes as of:

December 28,

December 30,

December 31,

2024

2023

2022

Attributable to redeemable noncontrolling interests:

Foreign currency translation adjustment

(56)

(32)

(37)

Attributable to noncontrolling interests:

Foreign currency translation adjustment

(1)

Attributable to Henry Schein, Inc.:

Foreign currency translation adjustment

(371)

(188)

(236)

Unrealized gain (loss) from hedging activities

(13)

Pension adjustment loss

(8)

(5)

(2)

Accumulated other comprehensive loss

(379)

(206)

(233)

Total Accumulated

other comprehensive loss

(436)

(239)

(271)

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

133

The following table summarizes the components of comprehensive income, net

of applicable taxes as follows:

December 28,

December 30,

December 31,

2024

2023

2022

Net income

398

436

566

Foreign currency translation gain (loss)

(207)

(88)

Tax effect

Foreign currency translation gain (loss)

(207)

(88)

Unrealized gain (loss) from hedging activities

(25)

Tax effect

(5)

(3)

Unrealized gain (loss) from hedging activities

(18)

Pension adjustment gain (loss)

(5)

(3)

Tax effect

(4)

Pension adjustment gain (loss)

(3)

Comprehensive income

201

468

497

Our financial statements are denominated in U.S. Dollars.

Fluctuations in the value of foreign currencies as

compared to the U.S. Dollar may have a significant impact on our

comprehensive income.

The foreign currency

translation gain (loss) during the years ended December 28, 2024, December 30,

2023 and December 31, 2022 was

primarily due to changes in foreign currency exchange rates of the Brazilian

Real, Euro, British Pound, Canadian

Dollar, Australian Dollar,

Swiss Franc, and New Zealand Dollar.

The hedging gain (loss) during the years ended December 28, 2024, December

30, 2023, and December 31, 2022

was attributable to a net investment hedge.

See

Note 11 – Derivatives and Hedging Activities

for further

information.

The following table summarizes our total comprehensive income, net of

applicable taxes as follows:

December 28,

December 30,

December 31,

2024

2023

2022

Comprehensive income attributable to

Henry Schein, Inc.

217

443

476

Comprehensive income attributable to

noncontrolling interests

Comprehensive income (loss) attributable to

Redeemable noncontrolling interests

(25)

Comprehensive income

201

468

497

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

134

Note 22 – Earnings Per Share

Basic earnings per share is computed by dividing net income attributable

to Henry Schein, Inc. by the weighted-

average number of common shares outstanding for the period.

Our diluted earnings per share is computed similarly

to basic earnings per share, except that it reflects the effect of common shares issuable

for unvested RSUs and upon

exercise of stock options using the treasury stock method in periods

in which they have a dilutive effect.

A reconciliation of shares used in calculating earnings per basic and

diluted share follows:

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Basic

126,788,997

130,618,990

136,064,221

Effect of dilutive securities:

Stock options and restricted stock units

990,231

1,129,181

1,691,449

Diluted

127,779,228

131,748,171

137,755,670

The number of antidilutive securities that were excluded from the calculation

of diluted weighted average common

shares outstanding are as follows:

Years

Ended

December 28,

December 30,

December 31,

2024

2023

2022

Stock options

406,676

424,695

342,716

Restricted stock units

9,287

15,040

19,466

Total anti-dilutive

securities excluded from earnings per share

computation

415,963

439,735

362,182

Note 23 – Supplemental Cash Flow Information

Cash paid for interest and income taxes was:

Years

ended

December 28,

December 30,

December 31,

2024

2023

2022

Interest

132

Income taxes

144

218

265

For the years ended December 28, 2024, December 30, 2023 and December

31, 2022, we had $

million, $

(25)

million and $

million of non-cash net unrealized gains (losses) related to hedging

activities, respectively.

See

Note 13 – Derivatives and Hedging Activities

for additional information related to our total return swap and

our

interest rate swap agreements.

For the year ended December 30, 2023, there was approximately $

143

million of debt assumed as part of the

acquisitions of Biotech Dental and S.I.N.

Table of Contents

Index to Financial Statements

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

135

Note 24 – Related Party Transactions

In connection with the formation of Henry Schein One, LLC, our joint venture

with Internet Brands, which was

formed on July 1, 2018, we entered into a

ten-year

royalty agreement with Internet Brands whereby we will pay

Internet Brands approximately $

million annually for the use of their intellectual property.

During the years

ended December 28, 2024, December 30, 2023 and December 31, 2022, we recorded

million, $

million and

million, respectively, within selling, general and administrative in our consolidated statements of income, in

connection with costs related to this royalty agreement.

As of December 28, 2024 and December 30, 2023, Henry

Schein One, LLC had a net payable balance to Internet Brands of $

million and $

million, respectively,

comprised of amounts related to results of operations and the royalty agreement.

The components of this payable

are recorded within accrued expenses: other within our consolidated balance sheets.

have interests in entities that we account for under the equity accounting

method.

In our normal course of

business, during the years ended December 28, 2024, December 30, 2023

and December 31, 2022, we recorded net

sales of $

million, $

million, and $

million respectively, to such entities.

During the years ended December

28, 2024, December 30, 2023 and December 31, 2022, we purchased

million, $

million and $

million

respectively, from such entities.

At December 28, 2024 and December 30, 2023, we had an aggregate

million

and $

million, respectively, due from our equity affiliates, and $

million and $

million, respectively, due to our

equity affiliates.

Certain of our facilities related to our acquisitions are leased from employees

and minority shareholders.

Please see

Note 8 – Leases

for further information.

Note 25 – Subsequent Event

On January 29, 2025, Henry Schein, Inc. announced a strategic investment

by funds affiliated with KKR, a leading

global investment firm.

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 own approximately

% of the Company’s

stock.

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.

In addition, under the agreement

between Henry Schein and KKR,

two

independent directors will join our Board of Directors.

Upon consummation

of this strategic investment,

we will issue new shares of common stock to funds affiliated with KKR for an

investment of $

250

million, at approximately $

76.10

per share.

As part of the agreement, KKR has also agreed to

customary voting and other provisions.

Consummation of these transactions 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.

Table of Contents

Index to Financial Statements

136

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

None.

ITEM 9A.

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

Table of Contents

Index to Financial Statements

137

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.

Table of Contents

Index to Financial Statements

138

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Henry Schein, Inc.

Melville, NY

Opinion on Internal Control over Financial Reporting

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

Sponsoring

Organizations

the

Treadway

Commission

(the

“COSO

criteria”).

our

opinion,

the

Company

maintained,

all

material

respects,

effective

internal

control

over

financial

reporting

December

28,

2024,

based on the COSO criteria.

also

have

audited,

accordance

with

the

standards

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

the

effectiveness

internal

control

over

financial

reporting,

included

the

accompanying

“Item 9A, Management’s

Report on Internal

Control over Financial Reporting”. Our

responsibility is to express

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

independent

with

respect

the

Company in

accordance

with

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

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

all

material

respects.

Our

audit

included

obtaining

understanding

internal

control

over

financial

reporting,

assessing

the

risk

that

material

weakness

exists,

and

testing

and

evaluating

the

design

and

operating

effectiveness

internal

control

based

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

TriMed

Inc.,

which was

acquired

April

2024,

and

which is

included in

the

consolidated balance

sheets of

the Company

as of

December 28,

2024, and

the related

consolidated statements

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

company’s

internal

control

over

financial

reporting

process

designed

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.

company’s

internal

control

over

financial

reporting

includes

those

policies

and

procedures

that

(1)

pertain

the

maintenance

records

that,

reasonable

detail,

accurately and

fairly reflect

the transactions

and dispositions

of the

assets of

the company;

(2) provide

reasonable

assurance

that

transactions

are

recorded

necessary

permit

preparation

financial

statements

accordance

Table of Contents

Index to Financial Statements

139

with generally

accepted accounting

principles, and

that receipts

and expenditures

of the

company are

being made

only

accordance with

authorizations of

management and

directors of

the

company; and

(3) provide

reasonable

assurance

regarding

prevention

timely

detection

unauthorized

acquisition,

use,

disposition

the

company’s assets that could have a material effect on the financial statements.

Because

its

inherent

limitations,

internal

control

over

financial

reporting

may

not

prevent

detect

misstatements.

Also,

projections

any

evaluation

effectiveness

future

periods

are

subject

the

risk

that

controls

may

become

inadequate

because

changes

conditions,

that

the

degree

compliance

with

the

policies or procedures may deteriorate.

/s/ BDO USA, P.C.

New York

February 25, 2025

Table of Contents

Index to Financial Statements

140

ITEM 9B.

Other Information

t applicable.

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART

III

ITEM 10.

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,

www.henryschein.com,

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

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.

Table of Contents

Index to Financial Statements

141

ITEM 12.

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

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

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

ITEM 15.

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.

Table of Contents

Index to Financial Statements

142

(b) Exhibits

3.1

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

1, 2018.)

3.2

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

March 24, 2023.)

4.1

Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of

October 20, 2021, by and among us, Metropolitan Life Insurance Company, MetLife

Investment Management, LLC and each MetLife affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on

October 21, 2021.)

4.2

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

on October 21, 2021.)

4.3

Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October

20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party

thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed

on October 21, 2021.)

4.4

Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,

AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on

October 21, 2021.)

4.5

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.)

10.1

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 May 26, 2020.)**

10.2

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.)**

10.3

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.)**

10.4

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

3, 2022.)**

Table of Contents

Index to Financial Statements

143

10.5

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.)**

10.6

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

7, 2024.)**

10.7

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-

K filed on May 24, 2024.)**

10.8

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.)**

10.9

Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (as

amended and restated effective as of June 22, 2015). (Incorporated by reference to Exhibit

10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018

filed on May 8, 2018.)**

10.10

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).**

10.11

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

filed on May 7, 2024.)**

10.12

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

5, 2013.)**

10.13

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.)**

10.14

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,

2020 filed on May 5, 2020.)**

10.15

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.)**

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Index to Financial Statements

144

10.16

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.)**

10.17

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.)**

10.18

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.)**

10.19

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.)**

10.20

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.)**

10.21

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.)**

10.22

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.)**

10.23

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.)**

10.24

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.)**

10.25

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

4, 2015.)**

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Index to Financial Statements

145

10.26

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.)

10.27

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

filed on July 13, 2023.)

10.28

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.)

10.29

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.)

10.30

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.)

10.31

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.)

10.32

Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as

of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November

6, 2017.)

10.33

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.)

Table of Contents

Index to Financial Statements

146

10.34

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.)

10.35

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.)

10.36

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.)

10.37

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.)

10.38

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.)

10.39

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.)

10.40

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.)

10.41

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.)

10.42

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

January 29, 2025.)

19.1

Henry Schein, Inc. Insider Trading Policy (amended and restated as of January 1, 2025)+

21.1

List of our Subsidiaries.+

Table of Contents

Index to Financial Statements

147

23.1

Consent of BDO USA, P.C.+

31.1

Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002.+

31.2

Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002.+

32.1

Certification of our Chief Executive Officer and Chief Financial Officer pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.+

97.1

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.)**

99.1

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.)

99.2

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.)

99.3

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.)

99.4

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+

104

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.

Table of Contents

Index to Financial Statements

148

ITEM 16.

Form 10-K Summary

None.

Table of Contents

Index to Financial Statements

149

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

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Exhibit 19.1

LOGO

INSIDER TRADING POLICY

(amended and restated as of January 1, 2025)

1.	Purpose

To prevent the misuse of material, non-public information about Henry Schein, Inc. or any majority-owned entity (e.g., subsidiary, joint venture and/or affiliate) (collectively referred to herein as the “Company”) or about other companies obtained by virtue of your position at the Company.

2.	Scope

Key terms are defined in Section 4.

All TSMs working for or on behalf of the Company globally, officers and members of the Company’s Board of Directors, and their Family Members are covered by this policy (each a “Company Insider”).

Pursuant to a separate policy, the Company prohibits hedging or other derivative transactions and pledging of Company stock by members of the Company’s Board of Directors, executive officers and other executive management.

3.	Policy
A.	What is insider trading?
---	---

The term “insider trading” is not expressly defined in the federal securities laws but has been addressed by the courts and the Securities and Exchange Commission and generally is used to refer to the use or possession of material, non-public information while trading in securities or to communicate material, non-public information to others who trade or who might trade.

B.	What does insider trading prohibit?
i.	Trading by an insider, while in possession of material,<br>non-public information;
---	---
ii.	Trading by a non-insider, while in possession of material, non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was<br>“misappropriated” as defined by the courts; and
---	---
iii.	Communicating material, non-public information to others who trade or<br>who might trade.
---	---

These prohibitions also apply to any person who owes an insider an express duty of trust or confidence, or who has a history of sharing confidences, such as a Family Member, who trades on the basis of material, non-public information disclosed by the insider.

C.	How does this apply to you?

As an employee, officer or member of the Board of Directors of the Company, you may have access to financial, business, or other information about the Company, or other companies, that is both material and not available to the public. If you are in possession of material, non-public information about any company, including the Company, the securities laws and the Company prohibit you from trading in (or gifting) the securities of that company, and you may not disclose the information to anyone else, except as specifically authorized in the performance of your job responsibilities.

D.	This policy also applies to actions taken by your Family Members.

This policy also applies to Family Members. You are responsible for assuring that Family Members comply with this policy.

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E.	Requirements
i.	Do not trade while in possession of material, non-publicinformation
---	---

Do not buy, sell, gift or otherwise trade in Henry Schein, Inc. securities while in possession of material, non-public information (defined in Section 4F) (except for the permitted exceptions listed in Section 3F below).

Similarly, when you possess material, non-public information about any publicly traded company that you acquired through your role at the Company, including but not limited to a customer, supplier or partner of the Company the U.S. securities laws and the Company prohibit you from buying, selling, gifting or otherwise trading in securities in that company.

ii.	Do not communicate material, non-public information to others(including Family Members) in violation of the law

Information in your possession that is material and non-public may not be communicated to anyone, including persons within the Company, unless there is an authorized, legitimate business reason for sharing such information. In addition, reasonable precautions should be taken to secure such information.

iii.	Do not trade in securities of companies (including securities of the Company) while such companiesare in material negotiations with the Company

The Company’s business strategy includes the potential acquisition from time to time of companies engaged in similar businesses. As a result, trading in the securities of a company, or the Company, at a time during which the Company is engaged in non-public discussions with another company with respect to an acquisition, merger or other material transaction of which you are aware, is prohibited.

iv.	Designated TSMs are prohibited from trading outside of Quarterly Window Periods

Except for the permitted exceptions listed below, Designated TSMs may not buy, sell, gift or otherwise trade in Henry Schein, Inc. securities outside of the Quarterly Window Periods. However, if during a Quarterly Window Period the Company implements a Special Blackout Period, then those subject to the Special Blackout Period may not buy, sell, gift or otherwise trade in Henry Schein, Inc. securities during the Special Blackout Period.

Of course, transactions during the Quarterly Window Periods remain subject to the prohibition against trading while in possession of material, non-public information. Therefore, you may not trade during a Quarterly Window Period if in possession of material, non-public information (except for the permitted exceptions listed below).

The General Counsel’s office will notify you if you are a Designated TSM or otherwise subject to a Special Blackout Period.

v.	Preclearance for Board of Directors and Executive Officers, as well as certain other Members of ExecutiveManagement

Preclearance Officers/Directors must receive pre-clearance from the General Counsel’s office prior to buying, selling, gifting or otherwise trading in Henry Schein, Inc. securities. Preclearance Officers/Directors must also comply with the Company’s stock ownership guidelines.

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vi.	Post-Termination Transactions

This policy continues to apply to your transactions in Henry Schein, Inc. securities (and other securities, as applicable) even after you have terminated employment or other services to the Company. Thus, if you are aware of material, non-public information when your employment or service relationship terminates, you may not trade in Henry Schein, Inc. securities (and other securities, as applicable) until that information becomes public or is no longer material.

vii.	Resolving questions or issues concerning insider trading

If there is any unresolved question as to the applicability or interpretation of this policy, including whether information is material and/or non-public, or as to the propriety of any action, it must be discussed with the General Counsel’s office before buying, selling, gifting or otherwise trading in Henry Schein, Inc. securities (and other securities, as applicable) or communicating the information to anyone.

F.	Limited Exceptions to These Restrictions

There are a few situations where transactions in securities are not prohibited even if you have material, non-public information.

i.	Vesting of Restricted Stock/Units; Netting Shares to Cover Tax Withholding

This policy does not apply to the vesting of restricted stock/units or the withholding of stock by the Company to satisfy tax withholding obligations related thereto; provided, the election to withhold stock to satisfy a tax withholding obligation is made when you are not in possession of material, non-public information.

This policy does apply, however, to any market or other sale of stock received when restricted stock/units vest.

ii.	Exercise and Hold of Stock Options; Withholding of Stock to Satisfy Tax Withholding

This policy does not apply to the exercising and holding of Company stock options or withholding stock to satisfy tax withholding obligations related thereto; provided, the election to have the Company withhold stock to satisfy a tax withholding obligation related to the exercise of stock options is made when you are not in possession of material, non-public information.

This policy does apply, however, to all sales of stock as part of a cashless exercise of stock options where a market sale occurs (i.e., you receive cash upon exercise).

iii.	Valid 10b5-1 Planspre-approved by the General Counsel’s Office

This policy doesnot apply to trades made in full compliance with a valid 10b5-1 plan that is pre-approved by the General Counsel’s Office. A 10b5-1 plan is a written plan for trading securities (established in good faith at a time when a person was not aware of material, non-public information) that directs a broker to execute pre-planned transactions as set forth in the plan document. The Company permits employees, officers and members of the Company’s Board of Directors to enter into 10b5-1 plans, subject to pre-approval by the General Counsel’s office. Please reach out to the General Counsel’s office for information on 10b5-1 Trading Plans and the specific policies and procedures associated with them.

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iv.	401(k) Plan (applies to U.S. participants only)

This policy does not apply to purchases of Henry Schein, Inc. securities in the Company’s 401(k) plans resulting from periodic contribution of money by a participant to the plan pursuant to automatic payroll deduction elections or reinvested dividends if such elections were made in accordance with the plan and while the participant was not in possession of material, non-public information, and in the case of a Designated TSM were made during a time when the Designated TSM is permitted to trade under this Policy.

However, this insider trading policy does apply to all other transactions in Henry Schein, Inc. stock in the 401(k) plan, including but not limited to: (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund, or to commence or terminate your participation; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. All such transactions/elections must comply with this policy, including, without limitation, be made when the participant is not in possession of material, non-public information.

v.	Supplemental Employee Retirement Plan (applies to U.S. participants only)

This insider trading policy does not apply to contributions by the Company of Company securities in the Company’s Supplemental Employee Retirement Plan (“SERP”) if the participant’s related elections were made in accordance with the SERP and while the participant was not in possession of material, non-public information, and in the case of a Designated TSM were made during a time when the Designated TSM is permitted to trade under this Policy.

However, this insider trading policy does apply to all other transactions in Henry Schein, Inc. stock in the SERP plan, including but not limited to: (a) an election to increase or decrease the percentage of the contributions that will be allocated to the Company stock fund, and (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund. All such transactions/ elections must comply with this policy, including, without limitation, be made when the participant is not in possession of material, non-public information.

vi.	Non-Employee Director Deferred Compensation Plan (applies to non-employee directors only)

This policy does not apply to pre-planned, periodic phantom stock purchases made by members of the Company’s Board of Directors who are non-employee directors pursuant to the Non-Employee Director Deferred Compensation Plan; provided, such elections are made when the participant is not in possession of material, non-public information and such elections are made in accordance with the plan.

vii.	Pre-Approved Gifts of Securities

This policy does not apply to gifts of securities that have been pre-approved by the General Counsel’s office. The factors that will be considered in approving gifts include, but are not limited to, the time frame for any resales of the gifted securities.

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4.	Definitions
A.	“Company” is defined in Section 1.
---	---
B.	“Company Insider” is defined in Section 2.
---	---
C.	“Designated TSM”
---	---

Due to the fact that certain employees and members of the Company’s Board of Directors have greater access to material, non-public information than others, quarterly window periods apply to the following people (“Designated TSMs”):

•	all Section 16 Filers;
•	all Vice Presidents;
---	---
•	all Non-U.S. Managing Directors;
---	---
•	all individuals with access to and/or responsibility for compiling or reviewing material Company financial<br>information or data;
---	---
•	all individuals within the Public Relations, Investor Relations, Business Development and Legal Departments; and<br>
---	---
•	any other individual or group of individuals designated by the General Counsel, from time to time, either on a<br>temporary or indefinite basis.
---	---

The General Counsel’s Office may, from time to time, revise the definition of Designated TSM.

D.	“Family Member” includes relatives who live with you and other individuals who live with you,<br>and any entity over which a person covered under this policy exercises individual or shared control.
E.	“insider trading” is defined in Section 3A.
---	---
F.	“Material, non-public information”
---	---
•	Information is “material” if there is a substantial likelihood that a reasonable investor would<br>consider it important in deciding whether to buy or sell that company’s securities or information that is reasonably likely to have an effect on the price of a company’s securities.
---	---
•	Information that may be material includes, but is not limited to:
---	---
•	significant merger or acquisition proposals or agreements;
---	---
•	proposed issuances of securities (public or private offerings);
---	---
•	earnings estimates or other financial forecasts;
---	---
•	changes in previously released earnings estimates or forecasts (up or down);
---	---
•	substantive developments in material litigation;
---	---
•	financial liquidity problems;
---	---
•	significant changes in operations;
---	---
•	strategic developments;
---	---
•	management developments or changes;
---	---
•	dividend related decisions; and
---	---
•	share repurchase information.
---	---
•	Because a determination of materiality for purposes of insider trading liability is made after the fact with<br>perfect hindsight, prudence dictates erring on the side of caution in considering whether information is material.
---	---
•	Information is “non-public” if it has not been broadly<br>communicated to the marketplace in a manner making it generally available to the investing public.
---	---

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•	One must be able to point to some fact to show that the information is generally public. For example, information<br>found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
•	Rumors, even if true and widely reported in the media, do not constitute public disclosure unless publicly<br>confirmed by the company to which it relates.
---	---
G.	“Preclearance Officers/Directors” means members of Henry Schein, Inc.’s Board of<br>Directors and executive officers, as well as certain other members of executive management (as determined by the General Counsel’s Office from time to time).
---	---
H.	“Quarterly Window Periods” begin 24 hours after Henry Schein, Inc. releases its annual or<br>quarterly earnings and end on the ninth day prior to the close of each fiscal quarter. The General Counsel’s Office will communicate the Quarterly Window Period dates to Designated TSMs.
---	---
I.	“Section 16 Filers” means Henry Schein, Inc. executive officers and members<br>of the Company’s Board of Directors who are required to report transactions involving Henry Schein, Inc. securities to the Securities and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of 1934.<br>
---	---
J.	“SERP” is defined in Section 3.F.4.
---	---
K.	“Special Blackout Periods” The General Counsel’s office will communicate directly with<br>the applicable officers, members of the Company’s Board of Directors and employees if a Special Blackout Period applies to them and the duration of the Special Blackout Period.
---	---
L.	“TSM” means Team Schein Member or an employee of the Company.
---	---
5.	What are the penalties for Insider Trading?
---	---
A.	A TSM who violates this policy is subject to disciplinary action, up to and including termination of<br>employment.
---	---
B.	External penalties may be imposed by government agencies for insider trading or communicating material, non-public information and may be severe. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:
---	---
•	civil injunction;
---	---
•	treble damages; and/or
---	---
•	criminal felony prosecution with potential jail sentences.
---	---
C.	Fines for the person who committed the violation of up to three (3) times the profit gained or loss<br>avoided, whether or not the person actually benefited; and fines for the employer or other controlling person of up to the greater of $1,000,000 or three (3) times the amount of the profit gained or loss avoided.
---	---
6.	Questions
---	---

If there is any unresolved question as to the applicability or interpretation of this policy, including whether information is material and/or non-public, or as to the propriety of any action, you must discuss it with the General Counsel’s office before trading or communicating the information to anyone.

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Exhibit 21.1

List of Subsidiaries

Subsidiary	Jurisdiction of incorporation or organization
ACE Surgical Supply Co., Inc.	Massachusetts
BioHorizons, Inc.^1^	Delaware
Camlog USA, Inc.^2^	Delaware
eAssist, Inc.^3^	Wyoming
Exan Enterprises Inc.^4^	Nevada
Handpiece Parts & Repairs, Inc.	Delaware
Henry Schein (Lancaster, PA) Inc.	Pennsylvania
Henry Schein Europe, Inc.^5^	Delaware
Henry Schein Global Sourcing, Inc.^6^	Delaware
Henry Schein Home Health, LLC^7^	Delaware
Henry Schein Latin America Pacific Rim, Inc.^8^	Delaware
Henry Schein Medical Systems, Inc.	Ohio
Henry Schein MSO, LLC	Delaware
Henry Schein PPT, Inc.	Wisconsin
Henry Schein Practice Solutions Inc.^9^	Utah
Henry Schein Puerto Rico, Inc.	Puerto Rico
Henry Schein Supply, Inc.	New York
HS Brand Management, LLC	Delaware
HS Financial Holdings, Inc.^10^	Delaware
HS TM Holdings, LLC^11^	Delaware
HSFR, Inc.	Delaware
HSG-S Corp.^12^	Delaware
HSI RE I, LLC	Delaware
Insource, Inc.	Virginia
Midway Group Holdings, LLC	Delaware
Modern Laboratory Services, Inc.	California
Ortho2, LLC	Delaware
Project Helium Holdings, LLC^13^	Delaware
Project Spartan Holdings Corp.^14^	Delaware
RxWorks, LLC	Delaware
S & S Discount, Inc.^15^	Delaware
SAS Holdco, Inc.^16^	Delaware
TDSC, Inc.	Delaware
Toy Products Corp.^17^	Delaware
Trimed, Inc.^18^	California
^1^	BioHorizons, Inc. is the parent company of 16 consolidated, wholly-owned subsidiaries, nine of which operate in<br>the dental implant and distribution industries in the United States and seven which operate in the dental implant and distribution industries outside the United States. BioHorizons, Inc. is also the parent company of a consolidated, majority-owned<br>subsidiary, BioHorizons Camlog Italia SRL which operates in the dental implant and distribution industry outside the United States.
---	---
^2^	Camlog USA, Inc. is the parent company of three consolidated, wholly-owned subsidiaries, one of which operates<br>in the health care distribution industry, one of which provides services to healthcare practices, and one of which is a holding company, and all of which operate within the United States. Camlog USA, Inc. is also the parent company of three<br>consolidated, majority-owned subsidiaries all of which operate within the United States: Henry Schein Financial Services, LLC which provides financial support services to healthcare professionals; Large Practice Sales, LLC which provides advisory<br>services to independent dental practices and Invisible DSO Advisor, LLC which is a holding company.
---	---
^3^	eAssist, Inc. is the parent company of the following four consolidated, majority-owned subsidiaries, all of<br>which operate to provide consulting and educational services in the dental industry in the United States: eAssist Consulting, LLC; eAssist Publishing, LLC; eAssist University, LLC; and Unitas PPO Solutions, LLC.
---	---
^4^	Exan Enterprises Inc. is the parent company of one consolidated, wholly-owned subsidiary which operates in the<br>dental management software industry in the United States.
---	---
^5^	Henry Schein Europe, Inc. is the parent company of 81 consolidated, wholly-owned subsidiaries, six of which<br>operate as holding companies in the United States, one of which operates as a finance company in the United States and 75 of which operate in the healthcare distribution industry outside the United States. Henry Schein Europe, Inc. is also the<br>parent company of the following 17 consolidated, majority-owned subsidiaries, all of which operate in the health care distribution industry outside the United States: AS Medizintechnik Verwaltungs GmbH; Biotech Dental Academy S.A.S.; Biotech Dental<br>Connect S.A.S.; Biotech Dental Digital S.A.S.; Biotech Dental Manufacturing S.A.; Biotech Dental Smilers S.A.S.; Biotech Dental S.A.S.; DENTEO S.A.S.; Henry Schein Dental Warehouse (PTY) Ltd.; Infomed Servicios Informáticos, S.L.; innOralis,<br>S.A.S.; Kabushiki Kaisha BA International; Medentis Medical GmbH; Mega Dental SNC; Newshelf 1223 Proprietary Limited; TP Connect S.A.S.; and Ztech Digital and Esthetics, S.L.
---	---
^6^	Henry Schein Global Sourcing, Inc. is the parent company of one consolidated, wholly-owned subsidiary which<br>provides health care regulatory and operational services outside of the United States.
---	---
^7^	Henry Schein Home Health, LLC is the parent company of ten consolidated, majority owned subsidiaries, all of<br>which operate in the health care distribution industry in the United States: AEP Mini Holdco, LLC; Best Buy Care Supplies, Inc.; Dharma Ventures Group, Inc.; Henry Schein Consumer Solutions, LLC; Lorraine Surgical Supply Company, Inc.; Mini Pharmacy<br>Enterprises, Inc.; Shield-California Health Care, Inc.; Shield-Denver Health Care Center, Inc.; Shield-Texas Healthcare, Inc.; and Prism Medical Products, L.L.C.
---	---
^8^	Henry Schein Latin America Pacific Rim, Inc. is the parent, holding company of 11 consolidated, wholly-owned<br>subsidiaries, three of which operate in the health care distribution industry in the United States and eight of which operate in the health care distribution industry outside of the United States. Henry Schein Latin America Pacific Rim, Inc. is also<br>the parent company of the following 27 consolidated, majority-owned subsidiaries, all of which operate in the health care distribution industry outside the United States: Accord Corporation Limited; Adaam Pty Ltd.; Adaam Unit Trust; Alta-Dent<br>Corporation; BA Pro Repair Ltd.; Beijing Ruisimei Henry Schein Medical Instrument Co., Ltd.; CB Healthcare Consulting Pty Ltd.; De Healthcare Limited; Hangzhou Lixue Henry Schein Medical Instrument Co., Ltd.; Henry Schein China Management Co. Ltd.;<br>Henry Schein China Services Limited; Henry Schein Hemao Guangzhou Medical Device Co., Ltd.; Henry Schein Hong Kong Limited; Henry Schein Regional Limited; Henry Schein Regional Pty Ltd as the Trustee for the Henry Schein Regional Trust; Henry Schein<br>Regional Trust; Henry Schein Shvadent (2009) Ltd.; Henry Schein Sunshine (Beijing) Medical Device Co. Ltd.; Henry Schein Trading (Shanghai) Co., Ltd.; Medi-Consumables PTY Limited; Ningbo Buyinghall Medical Equipment Co., Ltd.; Pacific Dental<br>Specialties Limited; Pacific Dental Specialties Pty Ltd.; Regional Health Care Group Pty Limited; Regional Technology Systems Pty Limited; Wuhan Hongchang Henry Schein Dental Instrument Co., Ltd.; and Zhengzhou Yifeng Henry Schein Dental Instrument<br>Co., Ltd.
---	---
^9^	Henry Schein Practice Solutions Inc. is the parent company of 27 consolidated, wholly-owned subsidiaries, three<br>of which operate in the digital dental products and solutions industry in the United States and 24 of which operate in the digital dental products and solutions industry outside the United States. Henry Schein Practice Solutions Inc. is also the<br>parent company of Henry Schein One, LLC and Lighthouse 360, Inc., consolidated, majority-owned subsidiaries, which operate in the digital dental products and solutions industry within and outside of the United States. Additionally, Henry Schein<br>Practice Solutions Inc. is the parent company of HS1 Holdings I, LLC, a consolidated, majority-owned subsidiary which operates in the digital dental products and solutions industry in the United States, and is the parent company of the following 12<br>consolidated, majority-owned subsidiaries, all of which operate in the digital dental products and solutions industry outside the United States: Axium Solutions ULC; Henry Schein One Australia; Henry Schein One France SAS; Henry Schein One Italia<br>S.r.l.; Henry Schein One New Zealand; Henry Schein One UK Limited; HSLC Participações S.A.; Infomed Software, S.L.; Kopfwerk Datensysteme GmbH; LSI S.A.; Orisline Portugal Unipessoal Lda; and Quantity Serviços e Comércio<br>de Produtos para a Saúde S.A.
---	---
^10^	HS Financial Holdings, Inc. is the parent company of six consolidated, wholly-owned subsidiaries, four of which<br>oversee intercompany financing in the United States, one of which operates outside the United States and acts as the beneficiary of a trust and one of which is a holding company in the United States.
---	---
^11^	HS TM Holdings, LLC is the parent, holding company of one consolidated, wholly-owned subsidiary which holds<br>various trademarks and provides services related thereto within and outside the United States.
---	---
^12^	HSG-S Corp. is the parent, holding company of ten consolidated,<br>wholly-owned subsidiaries, eight of which operate in the health care distribution industry in the United States, and two of which operate in the health care distribution industry outside of the United States.
---	---
^13^	Project Helium Holdings, LLC is the parent, holding company of one consolidated, wholly-owned subsidiary which<br>operates in the dental handpiece repair and sales industry in the United States.
---	---
^14^	Project Spartan Holdings Corp. is the parent, holding company of eight consolidated, wholly-owned subsidiaries,<br>each of which operate in the health care industry and/or healthcare education and training industries in the United States.
---	---
^15^	S & S Discount Supply, Inc. is the parent, holding company of the following three consolidated,<br>majority-owned subsidiaries, each of which operate in the dental manufacturing and/or distribution industry in the United States: Ortho Organizers Holdings, Inc.; Ortho Organizers, Inc.; and Ortho Technology, Inc.
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^16^	SAS Holdco, Inc. is the parent, holding company of two consolidated, wholly-owned subsidiary which operate in<br>the health care industry in the United States.
---	---
^17^	Toy Products Corp. is the parent, holding company of Sherman Specialty LLC, a consolidated, majority-owned<br>subsidiary which distributes toys to dental and medical offices in the United States.
---	---
^18^	TriMed, Inc. is the parent, holding company of ten consolidated, majority-owned subsidiaries, one of which<br>(TriMed Latin America, LLC) operates in the orthopedic manufacturing and distribution industry within and outside the United States and nine of which operate in the orthopedic manufacturing and/or distribution industry outside the United States:<br>Adessy S.A.; Implantes TriMed Mexico; S. DE R.L DE C.V.; TriMed Brasil Importação e Distribuição LTDA; TriMed Chile SpA, TriMed Implantes S.A.; TriMed Japan Kabushiki Gaisha (K.K.); TriMed Ortho International Limited;<br>TriMed Peru SAC; and TriMed Uruguay S.A.
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-283783, 333-283782, 333-253633, 333-212994, 333-192788, 333-171400, 333-164360, 333-111914, 333-91778, 333-35144, 333-39893, 333-33193, and 333-05453) of Henry Schein, Inc. of our reports dated February 25, 2025, relating to the consolidated financial statements, and the effectiveness of the Company’s internal control over financial reporting, which appear in this Annual Report on Form 10-K.

/s/ BDO USA, P.C.

New York, NY

February 25, 2025

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Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THESECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stanley M. Bergman, certify that:

I have reviewed this annual report on Form 10-K of Henry Schein, Inc. (the “registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 25, 2025	/s/ Stanley M. Bergman<br><br><br>Stanley M. Bergman<br> <br>Chairman and Chief Executive<br>Officer

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Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THESECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Ronald N. South, certify that:

I have reviewed this annual report on Form 10-K of Henry Schein, Inc. (the “registrant”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 25, 2025	/s/ Ronald N. South<br><br><br>Ronald N. South<br> <br>Senior Vice President and<br><br><br>Chief Financial Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Henry Schein, Inc. (the “Company”) for the period ended December 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stanley M. Bergman, the Chairman and Chief Executive Officer of the Company, and I, Ronald N. South, Senior Vice President and Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 25, 2025	/s/ Stanley M. Bergman
	Stanley M. Bergman<br> <br>Chairman and Chief Executive<br>Officer
Dated: February 25, 2025	/s/ Ronald N. South
	Ronald N. South<br> <br>Senior Vice President and<br><br><br>Chief Financial Officer

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 99.4

AMENDMENT NO. 12 TO RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 12 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 6, 2024 (this “Amendment”), is entered into among HSFR, INC., a Delaware corporation, as seller (the “Seller”), the PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchasers”), the PURCHASER AGENTS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchaser Agents”), MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for each Purchaser Group, and, HENRY SCHEIN, INC. (“HS”), a Delaware corporation, as initial servicer (in such capacity, the “Servicer”), and, solely with respect to Section 10, (the “Performance Guarantor”).

BACKGROUND

A. The Seller, the Servicer, Purchasers, Purchaser Agents and Agent are parties to a Receivables Purchase Agreement, dated as of April 17, 2013 (as amended by that certain Omnibus Amendment No. 1, dated as of July 22, 2013, that certain Omnibus Amendment No. 2, dated as of April 21, 2014, that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of September 22, 2014, that certain Amendment No. 2 to Receivables Purchase Agreement, dated as of April 17, 2015, that certain Amendment No. 3 to Receivables Purchase Agreement, dated as of June 1, 2016, that certain Amendment No. 4 to Receivables Purchase Agreement, dated as of July 6, 2017, that certain Amendment No. 5 to Receivables Purchase Agreement, dated as of March 13, 2019, that certain Amendment No. 6 to Receivables Purchase Agreement, dated as of June 22, 2020, that certain Amendment No. 7 to Receivables Purchase Agreement, dated as of October 20, 2021, that certain Amendment No. 8 to Receivables Purchase Agreement, dated as of December 15, 2022, that certain Amendment No. 9 to Receivables Purchase Agreement, dated as of December 20, 2023, that certain Amendment No. 10 to Receivables Purchase Agreement, dated as of February 23, 2024, that certain Amendment No. 11 to Receivables Purchase Agreement, dated as of May 17, 2024, and as further amended, restated, modified or supplemented through the date hereof, the “Receivables Purchase Agreement”).

B. The parties are entering into this Amendment to amend or otherwise modify the Receivables Purchase Agreement.

AGREEMENT

Definitions. Capitalized terms are used in this Amendment as defined in Exhibit I to the Receivables Purchase Agreement.
Amendments to Receivables Purchase Agreement. Subject to the occurrence of the Effective Date (as hereinafter defined), the Receivables Purchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~strickentext~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Annex A hereto.
Representations and Warranties. Each of the Seller and Servicer hereby certifies, represents and warrants to the Agent, each Purchaser Agent and each Purchaser that on and as of the date hereof:

(a) each of its representations and warranties contained in Article V of the Receivables Purchase Agreement is true and correct, in all material respects, on and as of the date hereof; and

(b) no Termination Event or Unmatured Termination Event exists.

Conditions to Effectiveness. This Amendment shall become effective on the date hereof (the “Effective Date”) when each Purchaser Agent shall have received:

(a) counterparts of this Amendment duly executed by the other parties hereto;

(b) a copy of the resolutions of the Board of Directors of each Seller Party and Performance Guarantor certified by its Secretary authorizing such Person’s execution, delivery and performance of this Amendment and the performance of its obligations under the Receivables Purchase Agreement (as amended by this Amendment);

(c) counterparts of that certain Seventh Amended and Restated Fee Letter, dated as of the date hereof, duly executed by the parties thereto; and

(d) the payment of all fees due and owing under the Seventh Amended and Restated Fee Letter on the date hereof.

Ratification. This Amendment constitutes an amendment to the Receivables Purchase Agreement. After the execution and delivery of this Amendment, all references to the Receivables Purchase Agreement in any document shall be deemed to refer to the Receivables Purchase Agreement as amended by this Amendment, unless the context otherwise requires. Except as amended above, the Receivables Purchase Agreement is hereby ratified in all respects. Except as set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or remedy of the parties hereto under the Receivables Purchase Agreement, nor constitute an amendment or waiver of any provision of the Receivables Purchase Agreement. This Amendment shall not constitute a course of dealing among the parties hereto at variance with the Receivables Purchase Agreement such as to require further notice by any of the Agent, the Purchaser Agents or the Purchasers to require strict compliance with the terms of the Receivables Purchase Agreement in the future, as amended by this Amendment, except as expressly set forth herein. The Seller hereby acknowledges and expressly agrees that each of the Agent, the Purchaser Agents and the Purchasers reserves the right to, and does in fact, require strict compliance with all terms and provisions of the Receivables Purchase Agreement, as amended herein.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts of this Amendment may be delivered by facsimile transmission or other electronic transmission, and such counterparts shall be as effective as if original counterparts had been physically delivered, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

Governing Law. This Amendment shall be governed by, and construed in accordance with the law of the State of New York without regard to the principles of conflicts of law thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any other Transaction Document or any provision hereof or thereof.
Transaction Document. This Amendment shall constitute a Transaction Document under the Receivables Purchase Agreement.
Ratification of Performance Undertaking. After giving effect to this Amendment and the transactions contemplated hereby, all of the provisions of the Performance Undertaking shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Undertaking and acknowledges that the Performance Undertaking has continued and shall continue in full force and effect in accordance with its terms.
Assignment and Reallocation.

(a) Each of the parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, the MUFG Purchaser Agent, on behalf of the MUFG Purchaser Group, hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to the TD Purchaser Agent, and the TD Purchaser Agent, on behalf of the TD Purchaser Group, hereby irrevocably purchases from the MUFG Purchaser Agent and the MUFG Purchaser Group, certain of the rights and obligations of the MUFG Purchaser Agent and the MUFG Purchaser Group under the Receivables Purchase Agreement and each other Transaction Document in respect of (i) the Group Invested Amount of the MUFG Purchaser Group and (ii) the Commitment of the MUFG Committed Purchaser for the MUFG Purchaser Group under the Receivables Purchase Agreement such that, after giving effect to the foregoing assignment and delegation and the amendments set forth in Section 2, (i) the Group Invested Amount of each Purchaser Group and (ii) the Commitment of the Related Committed Purchaser for each Purchaser Group for the purposes of the Receivables Purchase Agreement and each other Transaction Document shall be as set forth on Exhibit XV of the Receivables Purchase Agreement, as amended by this Amendment.

(b) As consideration for the reallocation set forth in clause (a) above, the TD Purchaser Agent agrees to cause its Purchaser Group to, no later than 2:00 p.m. (New York time), on the date hereof, pay an amount equal to $35,000,000 to the MUFG Purchaser Agent, on behalf of the MUFG Purchaser Group, in accordance with the payment instructions set forth in the Receivables Purchase Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HSFR, INC.,
as Seller
By:	/s/ Michael Amodio
	Name: Michael Amodio
	Title: Treasurer
HENRY SCHEIN, INC.,<br> <br>as<br>Servicer
By:	/s/ Michael Amodio
	Name: Michael Amodio
	Title: Vice President and Treasurer
Solely with respect to Section 10:
HENRY SCHEIN, INC.,<br> <br>as Performance<br>Guarantor
By:	/s/ Michael Amodio
	Name: Michael Amodio
	Title: Vice President and Treasurer

Amendment No. 12 to Receivables Purchase Agreement

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Purchaser Agent for Victory Receivables Corporation
By:	/s/ Eric Williams
	Name: Eric Williams
	Title: Managing Director
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Related Committed Purchaser for Victory Receivables Corporation
By:	/s/ Eric Williams
	Name: Eric Williams
	Title: Managing Director
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Agent
By:	/s/ Eric Williams
	Name: Eric Williams
	Title: Managing Director

Amendment No. 12 to Receivables Purchase Agreement

VICTORY RECEIVABLES CORPORATION,
as an Uncommitted Purchaser
By:	/s/ Kevin J. Corrigan
	Name: Kevin J. Corrigan
	Title: Vice President

Amendment No. 12 to Receivables Purchase Agreement

THE TORONTO DOMINION BANK,
as Purchaser Agent and the Related Committed Purchaser for the TD Purchaser Group
By:	/s/ Luka K. Mills
	Name: Luka K. Mills
	Title: Managing Director

Amendment No. 12 to Receivables Purchase Agreement

GTA FUNDING LLC, as a Conduit Purchaser and an Uncommitted Purchaser for the TD Purchaser Group
By:	/s/ Kevin J. Corrigan
	Name: Kevin J. Corrigan
	Title: Vice President

Amendment No. 12 to Receivables Purchase Agreement

Annex A to~~Eleventh~~Twelfth Amendment

RECEIVABLES PURCHASE AGREEMENT

DATED AS OF APRIL 17, 2013

as amended by that certain Omnibus Amendment No. 1, dated as of July 22, 2013, that certain Omnibus Amendment No. 2, dated as of April 21, 2014, that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of September 22, 2014, that certain Amendment No. 2 to Receivables Purchase Agreement, dated as of April 17, 2015, that certain Amendment No. 3 to Receivables Purchase Agreement, dated as of June 1, 2016, that certain Amendment No. 4 to Receivables Purchase Agreement, dated as of July 6, 2017, that certain Amendment No. 5 to Receivables Purchase Agreement, dated as of March 13, 2019, that certain Amendment No. 6 to Receivables Purchase Agreement, dated as of June 22, 2020, that certain Amendment No. 7 to Receivables Purchase Agreement, dated as of October 20, 2021, that certain Amendment No. 8 to Receivables Purchase Agreement, dated as of December 15, 2022, that certain Amendment No. 9 to Receivables Purchase Agreement, dated as of December 20, 2023, that certain Amendment No. 10 to Receivables Purchase Agreement, dated as of February 23, 2024, ~~and~~ that certain Amendment No. 11 to Receivables Purchase Agreement, dated as of May 17, 2024, and that certain Amendment No. 12 to Receivables Purchase Agreement, dated as of December 6, 2024

AMONG

HSFR, INC., AS SELLER,

HENRY SCHEIN, INC., AS INITIAL SERVICER,

THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY HERETO

AND

MUFG BANK, LTD.(F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), AS AGENT

in the election of the directors of Schein (other than the aggregate beneficial ownership of the Persons who are officers or directors of Schein as of September 12, 2012) or (B) shall obtain (i) the power (whether or not exercised) to elect a majority of Schein’s directors or (ii) the board of directors of Schein shall not consist of a majority of Continuing Directors.

“Closing Date” April 17, 2013.

“Collection Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit I to the Account Disclosure Letter.

“Collection Account Agreement” means an agreement, substantially in the form of Exhibit V, among Servicer, Seller, the Agent and a Collection Bank.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collection Notice” means a notice, in substantially the form of Annex A to Exhibit V, from the Agent to a Collection Bank.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

“Commercial Paper” means, with respect to any Conduit Purchaser, (a) promissory notes issued by such Conduit Purchaser in the commercial paper market or (b) on any day, any short-term notes or any other form of debt issued by or on behalf of such Conduit Purchaser in the ordinary course of its financing business or obligations pursuant to interest rate basis swaps entered into in connection with the issuance of such short-term notes.

“Commitment” means, with respect to each Related Committed Purchaser, the aggregate maximum amount which such Purchaser is obligated to pay hereunder on account of all Purchases, which amount is the amount set forth as its “Commitment” in the right column of Exhibit XV, or in the Assumption Agreement or Transfer Supplement, pursuant to which it became a Purchaser, as such amount may be modified in connection with any subsequent assignment pursuant to Section 12.1 or in connection with a reduction in the Maximum Purchase Limit pursuant to Section 1.1(b).

“CommitmentPercentage” means, for each Related Committed Purchaser in a Purchaser Group, such Related Committed Purchaser’s Commitment divided by the total of all Commitments of all Related Committed Purchasers in such Purchaser Group.

“Concentration Percentage” means (i) for any Group A Obligor, ~~10.00~~12.50%, (ii) for any Group B Obligor, ~~10.00~~6.25%, (iii) for any Group C Obligor, ~~5.00~~4.17% and (iv) for any Group D Obligor, 2.50%.

“Conduit Purchasers” means each Purchaser that is a commercial paper conduit.

I-6

where:

ADR = Adjusted Dilution Ratio;

DS = Dilution Spike

“Dispute” shall mean any dispute, deduction, claim, offset, defense, counterclaim, set-off or obligation of any kind, contingent or otherwise, relating to a Receivable, including, without limitation, any dispute relating to goods or services already paid for. ****

“Dollar” and “$” shall mean lawful currency of the United States of America.****

“Dynamic Dilution Reserve Percentage” means, at any time, a percentage calculated as follows:

((SF x ADR) + DVR) x DHR

where: ****

SF = stress factor of ~~2.00~~2.25;

ADR = Adjusted Dilution Ratio;

DVR = Dilution Volatility Ratio;

DHR = Dilution Horizon Ratio.

“Dynamic Loss Reserve Percentage” means, at any time, the product of:

SF x DR x LHR

where:

SF = stress factor of ~~2.00~~2.25;

DR = the highest three-month average Default Ratio over (x) from October 20, 2021 through the Calculation Period ending on November 27, 2021, each Calculation Period from the Calculation Period ending on December 26, 2020 through the Calculation Period that immediately precedes the Calculation Period in which such date of determination occurs and (y) at all other times, the past 12 months;

LHR = Loss Horizon Ratio.

“Eighth Amendment Date” means December 15, 2022.

“Eligible Receivable” means, at any time, a Receivable:

(a) which, together with the related Contract, complies with all applicable Laws and other legal requirements, whether Federal, state or local, including, without limitation, to the extent applicable, usury laws, the Federal Consumer Credit Protection official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

I-10

“Excepted Persons” has the meaning set forth in Section 13.4.

“Excess Concentration” means, without duplication, the sum of the following amounts:

(a) the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of the aggregate Outstanding Balance of the Eligible Receivables of such Obligor, over the product of (x) such Obligor’s Concentration Percentage, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus

(b) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables owed by Obligors not domiciled in the United States and are residents of an OECD country, exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables; plus

(c) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables that are Extended Term Receivables, exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables; plus

(d) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables that are Government Receivables, exceeds 5.00% of the aggregate Outstanding Balance of all Eligible Receivables; plus

(e) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables that are Rebilled Receivables exceeds 1.50% of the aggregate Outstanding Balance of all Receivables originated by the Originators during the Calculation Period that immediately precede such date of determination.; plus

(f) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables as to which any payment, or part thereof, remains unpaid for 1 day or more but less than 31 days from the original due date for such payment, exceeds 50.00% of the aggregate Outstanding Balance of all Eligible Receivables; plus

(g) the amount (if any) by which the aggregate Outstanding Balance of all Eligible Receivables as to which any payment, or part thereof, remains unpaid for 31 days or more but less than 61 days from the original due date for such payment, exceeds 50.00% of the aggregate Outstanding Balance of all Eligible Receivables.

“Excluded Taxes” has the meaning set forth in Section 10.1(d).

“Executive Order” means Executive Order No. 13224 on Terrorist Financings: Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on September 23, 2001. ****

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“Invested Amount” of any Receivable Interest means, at any time, (A) the Purchase Price of such Receivable Interest paid by the Purchasers, minus (B) the sum of the aggregate amount of Collections and other payments received by the applicable Purchaser Agent which, in each case, are applied to reduce such Invested Amount in accordance with the terms and conditions of this Agreement; provided that such Invested Amount shall be restored (in accordance with Section 2.4) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason. ****

“Invoice Payment Terms” means, with respect to any Receivable, the number of days following the date of the related original invoice by which such Receivable is required to be paid in full, as set forth in such original invoice. ****

“Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body. ****

“Lien” means, in respect of the property of any Person, any ownership interest of any other Person, any mortgage, deed of trust, hypothecation, pledge, lien, security interest, filing of any financing statement, charge or other encumbrance or security arrangement of any nature whatsoever, including, without limitation, any conditional sale or title retention arrangement, and any assignment, deposit arrangement, consignment or lease intended as, or having the effect of, security.

“Liquidity Agent” means each of the banks acting as agent for the various Liquidity Providers under each Liquidity Agreement. ****

“Liquidity Agreement” means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Provider agrees to make purchases or advances to, or purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit Purchaser’s Purchases. ****

“Liquidity Provider” means each bank or other financial institution that provides liquidity support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement. ****

“Location” shall mean, with respect to the Seller, any Originator or the Servicer, the place where the Seller, such Originator or the Servicer, as the case may be, is “located” (within the meaning of Section 9-307, or any analogous provision, of the UCC, in effect in the jurisdiction whose Law governs the perfection of the Agent’s (for the benefit of the Secured Parties) interests in any Purchased Assets). ****

“Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit I to the Account Disclosure Letter. ****

“Loss Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the sum of (a) the aggregate Outstanding Balance of Receivables generated by the Originators during the immediately preceding~~four~~two Calculation Periods ~~prior to the Calculation Period~~ ending on such Cut-Off Date, plus (b) the product of (1) the aggregate

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Outstanding Balance of Receivables generated by the Originators during the third and fourth most recently ended Calculation Periods immediately preceding such Cut-Off Date, multiplied by (2) 50.0%, by (ii) the amount equal to the Non-Defaulted Receivables Balance as of the last day of the most recently ended Calculation Period.

“Loss Reserve Floor” means~~10~~12.5%.

“Maximum Purchase Limit” means $450,000,000, as such amount may be reduced pursuant to Section 1.1(b) or increased pursuant to Section 1.1(c).

“Maximum Purchase Limit Decrease Notice” has the meaning set forth in Section 1.1(b).

“Moody’s” means Moody’s Investors Service, Inc.

“MUFG” means MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), in its individual capacity and its successors.

“MUFG Purchaser Group” means the Purchaser Group with Victory Receivables Corporation, as a Conduit Purchaser and an Uncommitted Purchaser, MUFG, as a Related Committed Purchaser, and MUFG, as Purchaser Agent.

“Multiemployer Plan” means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, to which Schein or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.****

“Net Pool Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by the Excess Concentration. ****

“Non-Defaulted Receivables Balance” means an aggregate balance, for a given Calculation Period, of all Receivables as to which no payment, or part thereof, remains unpaid for more than ninety (90) days from the original due date for such payment (determined without regard to any extension of the date due pursuant to Section 8.2(d)). ****

“Obligor” shall mean, for any Receivable, each and every Person who purchased goods or services on credit under a Contract and who is obligated to make payments to an Originator or the Seller as assignee thereof pursuant to such Contract. ****

“Obligor Percentage” means, at any time, for each Obligor, a fraction, expressed as a percentage, (a) the numerator of which is the aggregate Outstanding Balance of the Eligible Receivables of such Obligor at such time less the amount (if any) then included in the calculation of the Excess Concentration pursuant to clause (a) of the definition thereof with respect to such Obligor, and (b) the denominator of which is the aggregate Outstanding Balance of all Eligible Receivables at such time. ****

“OFAC” has the meaning set forth in the definition of Sanctioned Person.

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premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed).

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“ Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions, including on the Eighth Amendment Date, Cuba, the Crimea Region, the Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, Iran, North Korea and Syria.****

“ Sanctioned Person ” means, at any time, (a) any Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (or any successor thereto) or the U.S. Department of State, or as otherwise published from time to time; (b) that is fifty-percent or more owned, directly or indirectly, in the aggregate by one or more Persons described in clause (a) above; (c) that is operating, organized or resident in a Sanctioned Country; (d) with whom engaging in trade, business or other activities is otherwise prohibited or restricted by Sanctions; or (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. ****

“ Sanctions ” means the laws, rules, regulations and executive orders promulgated or administered to implement economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time (a) by the United States government, including those administered by OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury, (b) by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) by other relevant sanctions authorities to the extent compliance with the sanctions imposed by such other authorities would not entail a violation of applicable law. ****

“Scheduled Facility Termination Date” means December ~~15~~6, ~~2025~~2027 ; provided that the Seller may, with the prior written consent of the Agent and each Purchaser, extend the then existing Scheduled Facility Termination Date for a term of one year by providing written notice to the Agent 60 days prior to the then existing Scheduled Facility Termination Date of its request to extend the then existing Scheduled Facility Termination Date for one year. For the avoidance of doubt, electronic mail constitutes written notice for the purposes of this definition. ****

“Schein ” has the meaning set forth in the preamble to this Agreement.

“Secured Parties” means the Indemnified Parties.

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aggregate of the Receivable Interests shall not exceed 100% and (iv) the Aggregate Invested Amount shall not exceed the Maximum Purchase Limit.

The [Servicer, on behalf of the] Seller hereby requests that the Purchasers make a Purchase on , 20 (the “Purchase Date”) as follows:

(a)	Purchase Price:
(b)	(X)
		$
		$

All values are in US Dollars.

Please disburse the proceeds of the Purchase as follows:

[Apply $ to payment of Aggregate Unpaids due on the Purchase Date]. ****

[Wire transfer $ to the Facility Account.]

^1^	For Purchases based on the Ratable Share.

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EXHIBIT XII

FORM OF REDUCTION NOTICE

MUFG Bank, Ltd., as Agent

1251 Avenue of the Americas, 12th Floor

New York, New York 10020-1104

Attention:	Securitization Department
Telephone:	(212) 782-6957
---	---
Facsimile:	(212) 782-6448
---	---

[Address to each Purchaser Agent]

Ladies and Gentlemen:

Reference is hereby made to the Receivables Purchase Agreement, dated as of April 17, 2013 (as amended, supplemented or otherwise modified, the “Receivables Purchase Agreement”), among HSFR, Inc., as Seller, Henry Schein, Inc., as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Agent. Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.

This letter constitutes a Reduction Notice pursuant to Section 1.3 of the Receivables Purchase Agreement. The Seller desires to reduce the Aggregate Invested Amount on , ^4^ by the application of cash to pay Aggregate Invested Amount and Yield to accrue (until such cash can be used to pay commercial paper notes) with respect to such Aggregate Invested Amount, together with all costs related to such reduction of Aggregate Invested Amount, as follows:

(a)	Reduction Amount:
(b)	(X)
		$
		$

All values are in US Dollars.

^4^	Notice must be given at least one Business Day prior to the requested reduction date.
^5^	For reductions based on the Ratable Share.
---	---

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EXHIBIT XIII

FORM OF MAXIMUM PURCHASE LIMIT DECREASE NOTICE

MUFG Bank, Ltd., as Agent

1251 Avenue of the Americas, 12th Floor

New York, New York 10020-1104

Attention:	Securitization Department
Telephone:	(212) 782-6957
---	---
Facsimile:	(212) 782-6448
---	---

[Address to each Purchaser Agent] – [PURCHASER AGENTS TO PROVIDE]

Ladies and Gentlemen:

Reference is hereby made to the Receivables Purchase Agreement, dated as of April 17, 2013 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among HSFR, Inc., as Seller, Henry Schein, Inc., as Servicer, the various purchaser groups from time to time party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent. Capitalized terms used in this Maximum Purchase Limit Decrease Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.

This letter constitutes a Maximum Purchase Limit Decrease Notice pursuant to Section 1.1(b) of the Receivables Purchase Agreement. The Seller desires to decrease the Maximum Purchase Limit and respective Commitments of each Purchaser Group on , ^6^to the following amounts:

(a)	Maximum Purchase Limit: $ <br>
(b)	Ratable Share of Each Purchaser Group:
---	---
MUFG	~~Bank,Ltd.~~Purchaser Group: $
---	---
TD	Bank Purchaser Group: $
---	---

Seller hereby represents and warrants as of the date hereof, and as of the date of this decrease, as follows:

^6^	Notice must be given at least ten Business Days prior to the requested decrease, and must be in a minimum<br>amount of $100,000,000.

XIII-1

Purchaser Group:	Purchaser Group
	Commitment:
MUFG Purchaser Group
	$~~300,000,000~~225,000,000
Conduit Purchaser and Uncommitted Purchaser:
Victory Receivables Corporation
Address:
Victory Receivables Corporation
c/o Global Securitization Services, LLC
114 West 47th Street, Suite 2310
New York, New York 10036
Attention: Frank B. Bilotta
Telephone: (212) 295-2777
Facsimile: (212) 302-8767
With a copy to:
MUFG Bank, Ltd.
1251 Avenue of the Americas, 12^th^<br>Floor
New York, New York 10020-1104
Attention: Securitization Department
Telephone: (212) 782-6957
Facsimile: (212) 782-6448
Related Committed Purchaser:
MUFG Bank, Ltd.
Address:
MUFG Bank, Ltd.
1251 Avenue of the Americas, 12^th^<br>Floor
New York, New York 10020-1104
Attention: Securitization Department
Telephone: (212) 782-6957
Facsimile: (212) 782-6448
Purchaser Agent:
MUFG Bank, Ltd.
Address:
MUFG Bank, Ltd.
1251 Avenue of the Americas, 12^th^<br>Floor
New York, New York 10020-1104
Attention: Securitization Department
Telephone: (212) 782-6957
Facsimile: (212) 782-6448

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Purchaser Group:	Purchaser Group
	Commitment:
TD Bank Purchaser Group
	$~~150,000,000~~225,000,000
Conduit Purchaser and Uncommitted Purchaser
GTA Funding LLC
Address:
GTA Funding LLC
68 South Service Road, Suite 120
Melville, NY 11747
With a copy to:
The Toronto-Dominion Bank
130 Adelaide Street West
12th Floor
Toronto, ON, M5H 3P5
Attention: ASG Asset Securitization
Email: asgoperations@tdsecurities.com
Related Committed Purchaser:
The Toronto Dominion Bank
Address:
The Toronto-Dominion Bank
130 Adelaide Street West
12th Floor
Toronto, ON, M5H 3P5
Attention: ASG Asset Securitization
Email: asgoperations@tdsecurities.com
Purchaser Agent:
The Toronto Dominion Bank
Address:
The Toronto-Dominion Bank
130 Adelaide Street West
12th Floor
Toronto, ON, M5H 3P5
Attention: ASG Asset Securitization
Email: asgoperations@tdsecurities.com

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