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 30, 2023

☐

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:

☐

NO:

☒

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as

quoted on the Nasdaq Global Select Market on July 1, 2023, was approximately $

10,506,752,000

As of February 20, 2024, there were

128,505,719

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 30, 2023) 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

126

ITEM 9A.

Controls and Procedures

126

ITEM 9B.

Other Information

130

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

130

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

130

ITEM 11.

Executive Compensation

130

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

131

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

131

ITEM 14.

Principal Accounting Fees and Services

131

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

131

ITEM 16.

Form

10-K Summary

138

Signatures

139

Table of Contents

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 more than 91 years of experience distributing health care products, we have built a vast set of small,

mid-sized

and large customers in the dental and medical markets, serving more than one million

customers worldwide across

dental practices, laboratories,

physician practices, and ambulatory surgery centers, as well as government,

institutional health care clinics and other alternate care clinics.

We are headquartered in Melville, New York

and employ more than 25,000 people.

Approximately 55% of our

workforce is based in the United States and approximately 45% is based outside

of the United States.

We have

operations or affiliates in 33 countries and territories.

Our broad global footprint has evolved over time through our

organic success as well as through contribution from 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 5.3 million square feet of space

in 36 strategically located distribution and 22 manufacturing facilities around

the world, enables us to historically

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

increase our operating efficiency.

This

infrastructure, together with broad product and service offerings at competitive

prices, and a strong commitment to

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

needs.

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

value-added services.

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

Our dental

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

and other

institutions.

Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,

emergency

medical technicians, dialysis centers, home health, federal and state governments

and large enterprises, such as

group practices and integrated delivery networks, among other providers

across a wide range of specialties.

The health care distribution reportable segment, combining our global dental

and medical operating segments,

distributes consumable products, small equipment, laboratory products, large equipment, equipment

repair services,

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

products (including implant,

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

personal protective equipment

products (“PPE”) and vitamins.

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

distributor, we also

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

merchandise

products, and manufacture certain dental specialty products in the areas of oral

surgery, implants, orthodontics and

endodontics.

The technology and value-added services reportable segment provides

software, technology and other value-added

services to health care practitioners.

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

dental practice management solutions for dental and medical practitioners.

In addition, we offer dentists and

physicians a broad suite of electronic health records, patient communication

services including electronic marketing

and website design, analytics and patient demand generation.

Our value-added practice solutions include practice

consultancy, education, integrated revenue cycle management and the facilitation of financial service offerings (on

a non-recourse basis) to help dentists and physicians operate and expand

their business operations,

e-services,

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

practitioners.

We believe our hands-on consultative approach to provide solutions to support practice decision-

making is a key differentiator for our business.

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Recent Developments

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

Developments” herein for a discussion related to recent Company developments.

Industry

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

diverse.

The industry ranges from sole practitioners working out of

relatively small offices to mid-sized and large

group practices ranging in size from a few practitioners to several

hundred practices owned or operated by dental

support organizations (“DSOs”), medical group purchasing organizations (“GPOs”), hospital

systems or integrated

delivery networks.

Due in part to the limited capacity of office-based health care practitioners

to store and manage large quantities of

supplies in their offices, the distribution of health care supplies and small equipment

to office-based health care

practitioners has been characterized by frequent, small quantity orders,

and a need for rapid, reliable and

substantially complete order fulfillment.

The purchasing decisions within an office-based health care practice

are

typically made by the practitioner, hygienist or office manager.

Supplies and small equipment are generally

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

The health care distribution industry continues to experience growth due

to demand driven by the aging population,

increased health care awareness and the importance of preventative care,

an increasing understanding of the

connection between good oral health and overall health, improved access

to care globally, the proliferation of

medical technology and testing, new pharmacology treatments and

expanded third-party insurance coverage,

partially offset by the effects of unemployment on insurance coverage and technological

improvements, including

the advancement of software and services, prosthetic solutions and telemedicine.

In addition, the non-acute market

continues to benefit from the shift of procedures and diagnostic

testing from acute care settings to alternate-care

sites, particularly physicians’ offices and ambulatory surgery centers.

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

those with limited financial, operating and marketing resources, seeking

to combine with larger companies that can

provide growth opportunities.

This consolidation also may continue to result in distributors seeking

to acquire

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

opportunities to serve a broader

customer base.

In addition, customer consolidation will likely lead to multiple locations

under common management and the

movement of more procedures from the hospital setting to the physician

or alternate care setting as the health care

industry is increasingly focused on efficiency and cost containment.

This trend has benefited distributors capable

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

It also has accelerated the growth of health

maintenance organizations (“HMOs”), group practices, other managed care accounts

and collective buying groups,

which, in addition to their emphasis on obtaining products at competitive

prices, tend to favor distributors capable

of providing specialized management information support.

We believe that the trend towards cost containment has

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

which can enhance the

efficiency and facilitation of practice management.

Competition

The distribution and manufacture of health care supplies and equipment is

highly competitive.

Many of the health

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

In addition, our competitors could

obtain exclusive rights from manufacturers to market particular products.

Manufacturers also could seek to sell

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

that of other distributors.

In certain parts of the

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

medical end market manufacturers already

sell directly to end customers.

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

manufacturers, of dental and medical

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

capabilities, customer service and

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value-added products and services.

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

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

Company.

In addition, we compete against

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

local level.

Our primary competitors in the

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

sales, are McKesson Corporation

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

We also compete with a number of regional and local

medical distributors, as well as a number of manufacturers that

sell directly to physicians and patients in their

homes.

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

Dental division of Patterson Companies, Inc., Carestream Health, Inc.,

Carestream Dental LLC, Centaur Software

Development Co Pty Ltd. (d.b.a. dental4windows, dental4web), Open Dental

Software, Inc., PlanetDDS LLC,

Good Methods Global Inc. (d.b.a. CareStack) and Curve Dental, LLC.

In other software end markets, including

revenue cycle management, patient relationship management and patient

demand generation, we compete with

companies such as Vyne Therapeutics Inc., EDI-Health Group, Inc. (d.b.a. Dental X Change, Inc.), Weave

Communications, Inc., and Solutionreach, Inc.

The medical practice management and electronic medical

records

market is fragmented and we compete with numerous companies such

as the NextGen division of Quality Systems,

Inc., eClinicalWorks, Allscripts Healthcare Solutions, Inc. and Epic Systems Corporation.

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

and equipment to dental practices and

our competitors are primarily local and regional companies.

We also face significant competition internationally,

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

several large competitors, including the

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

Supply Co. Ltd., as well as a large

number of other dental and medical product distributors and manufacturers

in international countries and territories

we serve.

Competitive Strengths

We have more than 91 years of experience in distributing products to health care practitioners resulting in strong

awareness of the Henry Schein

brand.

Our competitive strengths include:

A focus on meeting our customers’ unique needs

We are committed to providing customized solutions to our

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

serve and reflect the technology-driven

products and services best suited for their practice needs.

We are committed to continuing to enhance these

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

of new

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

Direct sales and marketing expertise.

Our sales and marketing efforts are designed to establish and solidify

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

frequent direct marketing and

telesales contact, emphasizing our broad product lines, including exclusive

distribution agreements, competitive

prices and ease of order placement,

particularly through our e-commerce platforms.

The key elements of our direct

sales and marketing efforts are:

•

Field sales consultants.

Our field sales consultants, including equipment sales specialists, covering

major

North American, European and other international markets.

These consultants complement our direct

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

the sale of more

sophisticated products and equipment.

•

Marketing.

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

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

as through catalogs, flyers,

direct mail and other promotional materials.

Our strategies include an emphasis on educational content

through webinars and content marketing initiatives.

We continue to enhance our marketing technology to

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

•

Telesales.

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

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

contact with customers and

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

services and technologies

introduced each year to educate practice personnel.

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•

Electronic commerce solutions.

We provide our customers and sales teams with innovative and

competitive e-commerce solutions.

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

content management so customers can more easily find the products

they need and to enable an engaging

purchase experience, supported by excellent customer service.

•

Social media.

Our operating entities and employees engage our customers and

supplier partners through

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

communications and marketing

efforts.

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

customers beyond a sale and deliver services and solutions to specialized

audiences.

Broad product and service offerings at competitive prices.

We offer

a broad range of products and services to our

customers, at competitive prices, in the following categories:

•

Consumable supplies and equipment

We distribute consumable products, small equipment, laboratory

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

vaccines, dental

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

We 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 and manufacture certain

dental specialty products in the areas of

implants, orthodontics and endodontics.

•

Technology and other value-added products and services.

We sell practice management, business

analytics, patient engagement and patient demand creation software solutions

to our dental customers.

Our

practice management solutions provide practitioners with electronic

medical records, patient treatment

history, analytics, billing, accounts receivable analyses and management, appointment calendars, electronic

claims processing and word processing programs, network and hardware

services, e-commerce and

electronic marketing services, sourcing third party patient payment plans,

transition services and training

and education programs for practitioners.

We also sell medical software for practice management, certified

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

solutions.

We have

technical representatives supporting customers using our practice management

solutions and services.

of December 30, 2023, we had an active user base of approximately 110,000 practices and 350,000

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

Vision®, Dentrix® Dental

Systems, Dentrix® Enterprise, Easy Dental®, EndoVision®, Evolution® and EXACT®, Gesden®, Jarvis

Analytics™, Julie® Software, Oasis, OMSVision®, Orisline®, PBS Endo®,

PerioVision®, Power

Practice® Px, PowerDent,

and Viive® and subscriptions for Demandforce®, Sesame, and Lighthouse360®

for dental practices and DentalPlans.com® for dental patients.

•

Repair services.

We have 119

equipment sales and service centers worldwide that provide

a variety of

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

Our technicians provide

installation and repair services for dental handpieces,

dental and medical small equipment,

table-top

sterilizers and large dental equipment.

•

Financial services.

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

providing access to a number of financial services and products

provided by third party suppliers (including

non-recourse financing for equipment, technology and software

products, non-recourse practice financing

for leasehold improvements, business debt consolidation and commercial

real estate, non-recourse patient

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

lower than what our customers

would be able to secure independently.

We also provide staffing services, dental practice valuation and

brokerage services.

Commitment to superior customer service

We maintain a strong commitment to providing superior customer

service.

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

reports.

Our customer service policy primarily focuses on:

•

Exceptional order fulfillment

We ship an average of approximately 141,000 cartons daily.

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•

Comprehensive ordering process

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

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

Integrated management information systems

Certain of our information systems generally allow for centralized

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

sales, order fulfillment and financial and operational reporting.

These systems allow us to manage our growth,

deliver superior customer service, properly target customers, manage financial

performance and monitor daily

operational statistics.

Cost-effective purchasing

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

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

We continuously evaluate our purchase

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

lowest possible cost.

In 2023,

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

24% 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.

Products and Services

The following table sets forth the percentage of consolidated net sales

by principal categories of products and

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

reportable segments:

December 30,

December 31,

December 25,

2023

2022

2021

Health care distribution:

Dental products

(1)

61.1

59.1

60.8

Medical products

(2)

32.4

35.2

34.0

Total

health care distribution

93.5

94.3

94.8

Technology

and value-added services:

Software and related products and

other value-added products

(3)

6.5

5.7

5.2

Total

100.0

(1)

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

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

equipment repair and high-tech and digital restoration equipment.

(2)

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

products, equipment, PPE products and vitamins.

(3)

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

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

services.

Business Strategy

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

services; and to be trusted advisors and

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

care and enhance their practice

management efficiency and profitability.

Our BOLD+1 Strategic Plan consists of the following:

•

Build (“B”)

Complementary software, specialty, and services businesses for high growth

•

Operationalize (“O”)

One Distribution to deliver exceptional customer experience, increased

efficiency,

and growth

•

Leverage (“L”)

One Schein to broaden and deepen relationships with our customers

•

Drive (“D”)

Drive digital transformation for our customers and for Henry Schein

•

Create Value

for our stakeholders

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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

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.

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

and providing them with

the products and services they need.

•

Leverage our value-added products and services.

We continue to increase cross-selling efforts for key

product lines utilizing a consultative selling process.

In the dental business, we have significant cross-

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

In the medical business,

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

sales to health care

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

when we sell our core products.

Our

strategy extends to providing health systems, integrated delivery networks

and other large group and multi-

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

products and services.

As physicians and health systems closely align, we have increased

access to opportunities for cross-

marketing and selling our product and service portfolios.

•

Pursue strategic acquisitions and joint ventures.

Our acquisition strategy is focused on investments in

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

footprint (whether entering a

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

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

Markets Served

Demographic trends indicate that our markets are growing, as an

aging U.S. population is increasingly using health

care services.

According to the U.S. Census Bureau’s International Database, between 2023 and 2033, the 45 and

older population is expected to grow by approximately 11%.

Between 2023 and 2043, this age group is expected to

grow by approximately 21%.

This compares with expected total U.S. population growth

rates of approximately 6%

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

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.

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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.

President Biden’s

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

more aggressive in its pursuit of alleged

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

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

to pursue individuals for corporate

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

Federal, state and certain foreign

governments have also increased enforcement activity in the health care

sector, particularly in areas of fraud and

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

medical device regulations and data privacy and

security standards.

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 supply

businesses that distribute and sell medical equipment and supplies directly

to patients.

Federal, state and certain

foreign governments have also increased enforcement activity in the health care

sector, particularly in areas of fraud

and abuse, anti-bribery and 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 in vitro diagnostic devices,

that are paid for by third parties 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 healthcare reimbursement programs.

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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; 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.

The Centers for Medicare & Medicaid Services (“CMS”) recently

released the 2024 durable medical

equipment, prosthetics, orthotics and supplies (“DMEPOS”) reimbursement

schedule, which, 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 (aka CARES) Act relief rates in effect during

the COVID-19 pandemic.

This

and other laws and regulations are subject to change and their evolving implementation

may impact our operations

and our financial performance.

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

impact our financial performance,

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

effect on our business.

Operating, Security and Licensure Standards

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

laws and regulations relating to the

distribution of pharmaceuticals and medical devices and supplies.

Among the United States federal laws applicable

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

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

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

Appropriations Act of the Social

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

from government programs, such as

Medicare and Medicaid, and from commercial payers.

are also subject to comparable foreign regulations.

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

and similar foreign laws generally

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

sampling, pricing and

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

reporting, and distribution of, and

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

may similarly

regulate such activities within the state.

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

authority to prevent the introduction, transmission or spread of communicable

diseases, serves as the legal basis for

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

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

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

changes with respect to

pharmaceutical supply chain requirements.

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

(“DSCSA”), was enacted in November 2013, and had a planned

“phase in” schedule over a period of ten years,

resulting in 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.

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) are now subject to a one-year

“stabilization period” announced by FDA through two guidance documents

in late August 2023.

FDA is permitting

the stabilization period to accommodate an additional year, until November 27, 2024, to allow trading partners

implement, troubleshoot and mature their electronic (versus paper), interoperable

systems, during which time the

FDA does not intend to take action to enforce the requirements for the interoperable,

electronic, package level

product tracing.

Additionally, the FDA announced that it does not intend to take action to enforce the portion of the

FDC Act with respect to drug product that is 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.

FDA states this stabilization period is 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 law’s track and trace requirements applicable to

manufacturers, wholesalers, third-party logistics providers (e.g., trading partners),

repackagers and dispensers (e.g.,

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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.

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.

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 supply business, we

are subject to certain state licensure

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

including to qualify for

reimbursement from Medicare and other third-party payers.

The Food and Drug Administration Amendments Act of 2007 and

the Food and Drug Administration Safety and

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

regulations to implement a unique

device identification (“UDI”) system 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.

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

a final set of

requirements for low risk devices being reached on September 24, 2022, which

completed the phase in.

However,

in May 2021, the FDA issued an enforcement policy stating that

it does not intend to object to the use of legacy

identification numbers on device labels and packages for finished devices

manufactured and labeled prior to

September 24, 2023.

The UDI regulations require “labelers” to include unique device

identifiers (“UDIs”), with a

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

by an FDA-accredited issuing

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

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

with UDIs.

The UDI regulations also

require labelers to submit certain information concerning UDI-labeled devices

to the FDA, much of which

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

Identification Database.

On July

22, 2022, the FDA posted the final guidance regarding the Global Unique Device

Identification Database called

Unique Device Identification Policy Regarding Compliance Dates for Class

I and Unclassified Devices, Direct

Marketing, and Global Unique Device Identification Database Requirements

for Certain Devices.

The UDI

regulations and subsequent FDA guidance regarding the UDI requirements provide

for certain exceptions,

alternatives and time extensions.

For example, the UDI regulations include a general exception

for Class I devices

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

requirements and complaint files).

Regulated labelers include entities such as device manufacturers, repackagers,

reprocessors and relabelers that

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

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

of our businesses.

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.

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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 healthcare systems,

as does EU law.

The latter regulates

certain matters, most notably medicinal products and medical devices.

Medicinal products are defined, broadly, as

substances or combinations of substances having certain functionalities and

may not include medical devices.

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

by the individual laws of member

states.

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

of 6 November 2001, as amended by

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

of 31 March 2004.

These rules

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

importation, marketing and distribution.

It implements requirements which may be implemented without warning, as

well as a national pharmacovigilance

system under which marketing authorizations may be withdrawn, and includes

potential sanctions for breaches of

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

EU Regulation No. 1223/2009 of 30 November 2009

on cosmetic products

requires that cosmetic products (which

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

or reasonably foreseeable conditions of

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

It includes market

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

products, along with other sanctions.

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

(“EU MDR”) covers a wide scope of

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

It was meant to become applicable

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

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

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

to focus fully on urgent priorities

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

adopted Regulation 2020/561,

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

May 26, 2021).

The EU MDR significantly modifies and intensifies the regulatory compliance

requirements for the medical device

industry as a whole.

Among other things, the EU MDR:

•

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

once they are available;

•

establishes explicit provisions on manufacturers’ responsibilities

for the follow-up of the quality,

performance and safety of devices placed on the market;

•

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

end-user or patient through

a unique identification number;

•

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

the public with comprehensive

information on products available in the EU;

•

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

as implants, which may have to

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

•

identifies importers and distributors and medical device products through

registration in a database

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

not be so before the end of 2027 at

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

a voluntary basis and, by a way of

consequence, is currently not mandatory).

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

the regulatory

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

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

surveillance.

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

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

(currently under revision), which sets various obligations with respect

to the labelling and packaging of

concerned substances and mixtures.

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

require us to delay product

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

action with respect to products we

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

losses and potential reputational

harm.

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

and foreign governmental regulation, which

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

of our products.

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

local and foreign laws and regulations,

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

disposal of hazardous or potentially

hazardous substances, and safe working conditions.

In addition, certain of our businesses must operate in

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

requirements in order to

substantiate claims for payment under federal, state and commercial healthcare

reimbursement programs.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

Antitrust and Consumer Protection

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

foreign countries have antitrust laws that

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

protection laws that seek to

protect consumers from improper business practices.

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

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

agencies.

Violations of antitrust

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

and civil penalties.

Private

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

law violations, including

claims for treble damages.

EU law also regulates competition and provides for detailed rules protecting

consumers.

The Biden Administration has indicated increased antitrust enforcement and

has been more aggressive in

enforcement activities, including investigation and challenging non-compete

restrictions and other restrictive

contractual terms that it believes harm workers and competition.

Health Care Fraud

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

foreign) health care fraud and abuse, referral

and reimbursement laws and regulations with respect to their operations.

Some of these laws, referred to as “false

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

claims for reimbursement to

federal, state and other health care payers and programs.

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

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

of a patient or ordering,

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

that are

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

Certain additional state and federal laws, such

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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 Anti-Kickback Statutes or the Stark

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

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

enforcement activity over the past few

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

serve as whistleblowers by filing

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

under applicable false claims laws,

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

Penalties under fraud and abuse laws may be

severe, including treble damages and substantial civil penalties under

the federal False Claims Act, as well as

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

health care programs, criminal penalties,

or imposition of a corporate integrity agreement or corporate compliance

monitor which could have a material

adverse effect on our business.

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

regulatory or

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

in our operations or incur substantial defense

and settlement expenses.

Even unsuccessful challenges by regulatory authorities or private

relators could result in

reputational harm and the incurring of substantial costs.

Most states have adopted similar state false claims laws,

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

to federal False Claims Act penalties, as

well as other fraud and abuse laws.

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

about

financial relationships between suppliers on the one hand and physicians,

dentists and other healthcare

professionals on the other.

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

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

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

books and records, which have been

the focus of increasing enforcement activity globally in recent years.

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

abuse laws and regulations, and

have adequate compliance programs and controls in place to ensure substantial

compliance, we cannot predict

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

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

to comply with applicable law, could have

a material adverse effect on our business.

Affordable Care Act and Other Insurance Reform

The ACA increased federal oversight of private health insurance plans and

included a number of provisions

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

provide access to increased health coverage.

The ACA also materially expanded the number of individuals

in the

United States with health insurance.

The ACA has faced frequent legal challenges, including litigation seeking

to invalidate and Congressional action

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

implemented.

In 2012, the United

States Supreme Court, in upholding the constitutionality of the

ACA and its individual mandate provision requiring

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

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

In addition, one of the major political parties in the

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

previously failed to pass both chambers of Congress.

Under President Trump’s administration, a number of

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

without limitation, by permitting the

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

for insurers providing policies

under the ACA.

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

that impact the individual and corporate tax rates, international tax provisions,

income tax add-back provisions and

deductions, also effectively repealed the ACA’s

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

An ACA lawsuit decided by the federal Fifth Circuit Court of Appeals found

the individual mandate to be

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

District of Texas for consideration of

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

mandate.

The Fifth Circuit’s

decision was appealed to the United States Supreme Court.

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

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

to challenge the ACA.

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

to future legislation,

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

significant impact on the U.S.

healthcare industry.

For instance, the American Rescue Plan Act of 2021 enhanced

premium tax credits, which has

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

These changes were time-limited, with

some enhancements in place for 2021 only and others available through

the end of 2022.

An ACA provision, generally referred to as the Physician 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, government actions to seek to increase health-related

price transparency may also affect our

business.

For example, hospitals are currently required to publish online a list of

their standard charges for all items

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

charges, in a publicly

accessible online file.

Hospitals are also required to publish a consumer-friendly

list of standard charges for certain

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

advance) and associated ancillary services

or, alternatively, maintain an online price estimator tool.

CMS may impose civil monetary penalties for

noncompliance with these price transparency requirements.

Additionally, the No Surprises Act (“NSA”), generally

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

The NSA is intended to reduce the

number of “out-of-network” patients.

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

other

providers, which may cause financial stress to those providers who

are dependent on higher out-of-network fees.

Another notable Medicare health care reform initiative, the Medicare Access

and CHIP Reauthorization Act of

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

which modified certain

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

other practitioners.

Under MACRA,

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

Incentive Payment

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

Medicare reimbursement to eligible

clinicians includes both positive and negative payment adjustments that take

into account quality, promoting

interoperability, cost and improvement activities.

Data collected in the first MIPS performance year (2017)

determined payment adjustments that began January 1, 2019.

MACRA standards and payment levels continue to

evolve, and reflect a fundamental change in physician reimbursement

that is expected to provide substantial

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

physician information technology

and reporting obligations.

The implications of the implementation of MACRA are uncertain and will

depend on

future regulatory activity and physician activity in the marketplace.

New state-level payment and delivery system

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

also increasingly being rolled out

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

alter the marketplace and

impact our business.

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

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

President, executive branch

agencies and various states.

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

(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.

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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.

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 healthcare sector.

The scope of these laws varies from one member state to

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

associations, students preparing for medical professions or their associations,

teachers, health establishments or

publishers of prescription and dispensing assistance software.

Regulated Software; Electronic Health Records

The FDA has become increasingly active in addressing the regulation of

computer software and digital health

products intended for use in health care settings.

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

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

to exclude certain software from

FDA regulation, including clinical decision support software that meets certain

criteria.

On September 27, 2019,

the FDA issued a guidance document describing the impact the Cures Act

on existing software policies.

Concurrently, FDA issued a draft guidance describing FDA’s

approach to clinical decision support software.

September 28, 2022, FDA issued final guidance that made several changes

to the draft guidance and that provided a

more restrictive interpretation of exempt clinical decision support software.

Certain of our businesses involve the

development and sale of software and related products to support physician

and dental practice management, and it

is possible that the FDA or foreign government authorities could determine

that one or more of our products is a

medical device, which could subject us or one or more of our businesses to

substantial additional requirements with

respect to these products.

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

products, and our specialty home

medical supply business, include electronic information technology systems

that store and process personal health,

clinical, financial and other sensitive information of individuals.

These information technology systems may be

vulnerable to breakdown, wrongful intrusions, data breaches and malicious

attack, which could require us to

expend significant resources to eliminate these problems and address related

security concerns and could involve

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

For example, we are directly or indirectly

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

regulations that protect the privacy and

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

and Accountability Act of 1996,

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

and Marketing Act (“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”), and the California Privacy

Rights Act (“CPRA”) that became effective on January 1, 2023.

Several other states have also passed

comprehensive privacy legislation, and several privacy bills have been proposed

both at the federal and state level

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that may result in additional legal requirements that impact our business.

Laws and regulations relating to privacy

and data protection are continually evolving and subject to potentially differing interpretations.

These requirements

may not be harmonized, may be interpreted and applied in a manner that

is inconsistent from one jurisdiction to

another or may conflict with other rules or our practices.

Our businesses’ failure to comply with these laws and

regulations could expose us to breach of contract claims, substantial fines,

penalties and other liabilities and

expenses, costs for remediation and harm to our reputation.

Also, evolving laws and regulations in this area could

restrict the ability of our customers to obtain, use or disseminate patient

information, or could require us to incur

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

which could have a

material adverse effect on our operations.

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

General Data Protection

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

rights for individuals (“Data

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

employees.

The GDPR extended the scope

of responsibilities for data controllers and data processors, and generally

imposes increased requirements and

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

in the EU and process personal data of Data

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

in the EU but that offer goods or services

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

can result in penalties of up to the

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

that may be public), and Data Subjects

may seek damages.

Member states may individually impose additional requirements

and penalties regarding

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

such as employee personal data.

With

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

controller accountability, consents

from Data Subjects or another acceptable legal basis to process the

personal data, notification within 72 hours of a

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

storage, use or other processing of the personal data.

The GDPR also provides rights to Data Subjects relating

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

data and the right to object to the processing.

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

Protection Law (“PIPL”), which took effect

on November 1, 2021.

The PIPL imposes specific rules for processing personal information

and it also specifies

that the law shall also apply to personal information activities carried

out outside China but for the purpose of

providing products or services to PRC citizens.

Any non-compliance with these laws and regulations may

subject

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

illegal by regulatory authorities, other

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

which may affect our business, financial

condition or results of operations.

The PIPL carries maximum penalties of CNY50 million or 5%

of the annual

revenue of entities that process personal data.

In the United States, the CCPA, which increases the privacy

protections afforded California residents, became effective January 1, 2020.

The CCPA generally requires

companies, such as us, to institute additional protections regarding

the collection, use and disclosure of certain

personal information of California residents.

Compliance with the obligations imposed by the CCPA depends in

part on how particular regulators interpret and apply them.

Regulations were released in August of 2020, but there

remains some uncertainty about how the CCPA will be interpreted by the courts and enforced by the regulators.

we fail to comply with the CCPA or if regulators assert that we have failed to comply with the CCPA, we may be

subject to certain fines or other penalties and litigation, any of which may

negatively impact our reputation, require

us to expend significant resources, and harm our business.

Furthermore, California voters approved the CPRA on

November 3, 2020, which amends and expands the CCPA, including by providing consumers with additional rights

with respect to their personal information, and creating a new state agency, the California Privacy Protection

Agency, to enforce the CCPA

and the CPRA.

The CPRA came into effect on January 1, 2023, applying to

information collected by businesses on or after January 1, 2022.

As noted above, other states, as well as the federal government, have increasingly

considered the adoption of

similarly expansive personal privacy laws, backed by significant

civil penalties for non-compliance.

While we

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

with the GDPR, CCPA, PIPL,

CPRA and other state law requirements, our compliance with data privacy and

cybersecurity laws is likely to

impose additional costs on us, and we cannot predict whether the

interpretations of the requirements, or changes in

our practices in response to new requirements or interpretations of the

requirements, could have a material adverse

effect on our business.

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

and dentists, use to store and

manage patient medical or dental records.

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

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

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

used as part of these customers’

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

applicable privacy

and security laws.

Perceived or actual security vulnerabilities in our products or services,

or the perceived or actual

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

with applicable legal or contractual data

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

harm, but may also lead to claims

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

fines, penalties and other

liabilities and expenses and costs for remediation.

Various

federal initiatives involve the adoption and use by health care

providers of certain 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.

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

presence and capabilities, including our

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

International Transactions

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

abide by certain standards relating to

the importation and exportation of products.

also are subject to certain laws and regulations concerning the

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

Act, the U.K. Bribery Act, German

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

to the accuracy of our internal books and

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

imposed in the United States.

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

and regulations promulgated

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

of our business, there can be no

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

regulations as they apply to our customers’

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

See “

Item 1A. Risk Factors

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

that may

affect our results of operations and financial condition.

Proprietary Rights

We hold trademarks relating to the “Henry Schein

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

We intend

to protect our trademarks to the fullest extent practicable.

Employees and Human Capital

Henry Schein has a long, rich history of a purpose-driven model that engages

our five key stakeholders – our

supplier partners, customers, our employees, who are referred to as Team Schein Members (“TSMs”), stockholders

and society at large – of our Mosaic of Success to drive sustained, long-term economic

success while also creating

shared value for society.

Through our strong values-based culture, our sustainability

approach and environmental,

social, and governance (“ESG”) efforts integrates our sense of purpose into the way we operate our

business so that

we can “do well by doing good” for a healthier planet and healthier people.

Overseen by the Nominating and

Governance Committee of our Board of Directors (“Board”) with the Compensation

Committee also playing a role

in ESG matters related to human capital engagement and executive

compensation, some key 2023 highlights related

to human capital matters include:

•

continuing to evaluate our pay equity analysis for the majority of

the U.S. workforce, which reviews

compensation across gender and ethnic groups for equity and fairness;

•

expanding our Diversity and Inclusion (“D&I”) learning journey by educating TSMs

on key D&I

topics; and

•

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

fostering an environment

where they can feel engaged, included and psychologically safe.

At Henry Schein, our employees are our greatest asset.

We employ more than 25,000 people, approximately 55%

of our workforce is based in the United States and approximately 45%

is based outside of the United States.

Approximately 14% of our employees 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,

or the guiding principles and shared

responsibilities of Henry Schein and its TSMs.

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.

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We recognize the changes in how and where we work, and the expectations of our team members to still feel

connected to our values-based culture.

Throughout 2023, 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.

The Pulse Global Culture Survey was redesigned in 2023 to measure

scores

aligned to our Team Schein Values

and we received good or excellent scores in all values.

The feedback showed

us that TSMs overall enjoy working for the Company and intend

to stay, mainly driven by our values-based culture

and providing TSMs with a sense of purpose, a meaningful experience

and an overall positive work environment.

However, there are also areas of opportunity, which include a focus on reducing burnout and stress, and providing

more opportunities for career mobility.

This feedback is shared with our Executive Management Committee

and

Board, both of whom are committed to addressing the identified opportunities.

As part of this commitment, some

highlights in 2023 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 a diverse and inclusive environment where TSMs

feel a sense of

belonging.

In 2023, Diversity and Inclusion, for the second time, was our

top strength identified in The

Pulse Global Culture Survey.

To guide our efforts and education related to D&I, our Diversity and

Inclusion Council, with engagement from our Board and Executive

Management Committee, drives the

Company’s overall D&I strategy.

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

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

educational training, and in 2023 we cascaded this goal down

to our U.S. Managers.

We continue to

expand our D&I learning journey, educating TSMs on key D&I topics.

We understand the importance

of ensuring our internal team reflects the diversity of our customers and society

and continue to focus

on this through our talent planning, compensation and recruitment processes

in alignment with our

corporate strategic planning objectives to achieve concrete results.

We continue to publish our United

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

data for the U.S.

•

Launched Henry Schein Games, a virtual platform with a field-day type event

at various locations that

brought TSMs together through friendly competition by earning

points for their team by engaging in

cultural-related activities and posting photos.

•

Launched Community Circles, which brought TSMs across the Company

together to connect about

topics, hobbies and activities that they are passionate about.

•

Hosted Connection Days throughout the globe at Henry Schein facilities, which

were designed to boost

team morale by bringing TSMs together to participate in fun non-work-related

activities at least once

per quarter.

•

Continued to expand our Employee Resource Groups (“ERGs”), an

inclusive and diverse vehicle for all

TSMs to share, connect, learn and develop both personally and professionally.

Each of our ERGs has a

sponsor from our Executive Management Committee and our Board.

Our CEO engages directly in

many of our ERG programs.

•

Launched an enhanced Onboarding Program that provides TSMs with

strategic programming to help

ensure a successful start to their careers at Henry Schein.

To help ensure TSMs who are joining the

Company in a remote or hybrid working environment feel connected to

our values-based culture, we

launched a Culture Ambassador Program, which provides new hires with

a mentor for 90 days to walk

through how we live our values and how they can engage.

•

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 for team-building and engaging

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.

•

Launched a new quarterly campaign to provide opportunities for TSMs

to engage in meaningful

ways that connect back to their own personal purpose, such as helping

the community through

corporate social responsibility activities virtually or in-person.

•

Enhanced 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, Alpha Omega-Henry Schein Cares Holocaust Survivors Oral

Health Program and Release

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the Pressure).

•

Expanded our Steps for Suicide Prevention campaign, which brings TSMs

together to walk for a

cause and provide education.

•

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 2023, we rolled out a ‘Year of Wellness’

campaign that provided

monthly tips, videos and educational programming to TSMs that focused

on how they may be

feeling that month.

We also launched an education program for managers of TSMs that provided

tactical examples of how to help reduce burnout amongst teams and support

the new way of

working.

•

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.

2023, we saw an increase in participation in our workshops, with TSMs

reporting a high

utilization of skills learned.

•

Continued expansion of our formal mentorship and coaching programs.

•

Continued roll-out of talent planning efforts designed to ensure a strong, diverse 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.

•

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.

Available Information

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

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

of beneficial ownership of

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

filed or furnished pursuant to

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

as soon as reasonably practicable after such

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

Securities and Exchange Commission, or

SEC.

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

York

11747, and our

telephone number is (631) 843-5500.

Unless the context specifically requires otherwise, the terms

the “Company,”

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

corporation, and its consolidated

subsidiaries.

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Information about our Executive Officers

The following table sets forth certain information regarding our executive

officers:

Name

Age

Position

Stanley M. Bergman

Chairman, Chief Executive Officer, Director

James P.

Breslawski

Vice Chairman, President, Director

Brad Connett

Chief Executive Officer, North America Distribution Group

Michael S. Ettinger

Executive Vice President and Chief Operating Officer

Lorelei McGlynn

Senior Vice President, Chief Human Resources Officer

Mark E. Mlotek

Executive Vice President, Chief Strategic Officer, Director

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.

James P. Breslawski

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

Mr.

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

Group from 2005 to 2018.

Mr.

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

primary responsibility for the North American Dental Group.

Between 1980 and 1990, Mr. Breslawski held

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

Corporate Controller.

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.

Lorelei McGlynn

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

Since joining

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

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

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

Prior to joining us, Ms. McGlynn

served as Assistant Vice President of Finance at Adecco Corporation.

Mark E. Mlotek

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

Mr. Mlotek was

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

between 2000 and 2012.

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

1999 and became a director in 1995.

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

Rose LLP,

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

1989

to 1994.

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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, 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:

Name

Age

Position

Andrea Albertini

Chief Executive Officer, International Distribution Group

Leigh Benowitz

Senior Vice President and Chief Global Digital Transformation Officer

Trinh Clark

Senior Vice President and Chief Global Customer Experience Officer

James Mullins

Senior Vice President, Global Supply Chain

Kelly Murphy

Senior Vice President and General Counsel

Christopher Pendergast

Senior Vice President and Chief Technology Officer

René Willi, Ph.D.

Chief Executive Officer, Global Oral Reconstruction Group

Andrea Albertini

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

Mr. Albertini

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

President, International

Distribution Group, President of our EMEA Dental Distribution Group,

and Vice-President of International Dental

Equipment.

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

Castellini.

Leigh Benowitz

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

2022.

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

including Vice President Digital &

Customer Experience and Global eCommerce Platform Digital Transformation Officer.

Prior to joining Henry

Schein, Ms. Benowitz held various positions of increasing responsibility

at Citi.

Trinh Clark

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

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.

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.

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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.

René Willi, Ph.D.

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

Previously, Dr.

Willi was the President of our Global Dental Surgical Group.

Prior to joining Henry Schein, Dr.

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

2005 to 2013.

Prior to Straumann, he held roles of increasing responsibility

in Medtronic Plc’s cardiovascular

division from 2003 to 2005 and with McKinsey & Company as

a management consultant from 2000 to 2003.

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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, financial

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.

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 2023, our top 10 health care distribution suppliers

and our single largest supplier accounted for approximately 25% and 4%, respectively, of our aggregate purchases.

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 identify

and obtain acceptable replacement sources on a timely basis.

There is no guarantee that we would be able to obtain

such alternative sources of supply on a timely basis, if at all, and an extended

interruption in supply, particularly of

a high-sales volume product, could result in a significant disruption in our

sales and operations, as well as damage

to our relationships with customers and our reputation.

In addition, 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.

Forced labor legislation affecting the supply chain has increased around

the world, and the United States

recently passed the Uyghur Forced Labor Prevention Act.

Our supply chain could be materially disrupted if our

suppliers fail to comply with, or are unable to satisfy our demand

for products, as a result of applicable forced labor

legislation and regulations.

Our

future

growth

(especially

for

our

technology

and

value-added

services

segment)

dependent

upon

our

ability

develop

acquire

and

maintain

and

protect

new

products

and

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 technology and value-added services segment)

products and services and to market 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

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.

Additionally, our software and e-services products,

like software products generally, may contain undetected errors or bugs when introduced or as new versions are

released.

Any such defective software may result in increased expenses

related to the software and could adversely

affect our relationships with customers as well as our reputation.

With respect to certain software and e-services

that we develop, we rely primarily upon copyright, trademark and

trade secret laws, as well as contractual and

common law protections and confidentiality obligations.

We cannot provide assurance that such legal protections

will be available, adequate or enforceable in a timely manner to protect

our software or e-services products.

Risks inherent in acquisitions, dispositions and joint ventures could

offset the anticipated benefits.

One of our business strategies has been to expand our domestic and

international markets in part through

acquisitions and joint ventures and we expect to continue to make acquisitions

and enter into joint ventures in the

future.

Such transactions require significant management attention,

may place significant demands on our

operations, information systems, legal, regulatory, compliance, financial, and human resources functions, and

there

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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 acquisitions or joint ventures

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, services,

products and personnel with

our culture, management policies, legal, regulatory, and compliance policies, cybersecurity systems and

policies, internal procedures, working capital management, financial,

and operational 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

executing alternative exit strategies on acceptable terms in a timely manner, which could delay

the accomplishment

of our strategic objectives.

Alternatively, we may dispose of assets or a business at a price or on terms that are less

than we had anticipated.

Dispositions may also involve continued financial involvement

in a divested business,

such as through transition service agreements, indemnities or other current

or contingent financial obligations.

Under these arrangements, performance by the acquired or divested

business, or other conditions outside our

control, could affect our future financial results.

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 stock options and other 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,

increase

the

growth

goals

other

conditions

must

meet

earn

rebates

incentives

levels

that

cannot

achieve.

Increased

competition

either

from

generic

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,

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which

may

reduce the

amount of

rebates

incentives we

receive.

The

occurrence

any

these events

could

have an adverse impact on our business, financial condition or operating

results.

Sales of corporate brand products entail additional risks, including the risk that such sales could

adversely affect

our relationships with suppliers.

We offer

certain corporate brand products that are available exclusively from us.

The sale of such products subjects

us to the risks generally encountered by entities that source, market and sell corporate brand products, including but

not

limited to

potential product

liability risks,

mandatory or

voluntary product

recalls, potential

supply chain

and

distribution

chain

disruptions,

and

potential

intellectual

property

infringement

risks.

Any

failure

adequately

address

some

all

these

risks

could

have

adverse

effect

our

business, financial

condition

operating

results.

addition,

increase

the

sales

our

corporate

brand

products

may

negatively

affect

our

sales

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

not diminished.

In 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 an adverse

effect on

our business, financial condition or operating results.

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.

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 healthcare

and other information related to our

employees, 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 vulnerable to, among other things, natural disasters,

power losses, computer viruses, telecommunication

failures, cybersecurity threats and other criminal activity. Information security risks have significantly increased

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. The healthcare

industry in particular

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

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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 may also incur

substantial costs as we update our cybersecurity defense systems and our general

computer controls 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 / 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 / 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.

These

customers 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.

Once we became aware of the issue, we took steps to assess, contain

and

remediate this incident.

We restored affected systems and applications, our distribution operations resumed and we

reactivated our ecommerce platform.

We also notified law enforcement and our employees, customers, suppliers

and investors, informing them of both the incident and management’s efforts to mitigate its impact on our daily

operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we

determined that the threat actor obtained personal and sensitive information

maintained on our systems belonging to

certain third parties and since that date we have notified affected parties and potentially

affected parties as

appropriate.

The scope of personal and sensitive data impacted is still under investigation.

On November 22, 2023,

we experienced a related disruption to our ecommerce platform and

related applications, which has since been

remediated.

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.

We continue to review the effects of the incident on the

Company’s business as we do expect some short-term residual impact on our financial results in 2024.

In January

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2024, two putative class actions were filed against us based on the incident

and one of these actions is still pending.

We are spending, 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.

In addition, customers and suppliers may impose additional cybersecurity

requirements on us as a result of the

incident we experienced in October 2023, and some customers and suppliers

have made such requests to date.

cannot guarantee that we will be able to satisfy such additional requirements,

and failure to satisfy such

requirements could result in a loss of revenue or diminished product

availability that could materially affect our

business adversely.

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

October 2023 incident.

If the Company is subject to more attacks in the future as a result of

the recent incident, this

could materially affect our business adversely.

We maintain cyber insurance, subject to certain retentions and policy limitations.

With respect to the October 2023

cybersecurity incident, we have a $60 million insurance policy, following a $5 million retention.

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 electronic online commerce

solutions.

The continued advancement of online commerce by third

parties will require 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 on a timely basis.

The

emergence of such potential competition and our inability to anticipate and

effectively respond to changes on a

timely basis could have a material adverse effect on our business.

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 undergone, and is in the process of 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

growing enforcement activities (and related monetary recoveries) by governmental

officials.

Both our profitability

and the profitability 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 litigation and

Congressional reform efforts since its adoption.

Any outcome of future court cases that change the ACA, in

addition to future legislation, regulation, guidance and/or Executive Orders

that do the same, could have a

significant impact on the U.S. healthcare industry and the ability or willingness

of individuals to engage with it.

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Expansion of GPOs, DSOs 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 and DSOs, demand more favorable

pricing terms.

Additionally, the formation of provider networks, GPOs and DSOs 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 and DSO contracts or other contracts,

and to develop relationships with existing and

emerging provider networks, GPOs and DSOs, 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 the cost of shipping,

we do not expect these

additional expenses to be material to our results.

However, it is possible that such costs 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.

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 materially adversely affect our results

of operations and financial condition.

These uncertainties, include, among other things:

•

election results;

•

changes to laws and policies governing foreign trade, tariffs and sanctions, or greater

restrictions on

imports and exports;

•

supply chain disruptions;

•

changes in laws and policies governing health care or data privacy;

•

changes to the relationship between the United States and China;

•

sovereign debt levels;

•

the inability of political institutions to effectively resolve actual or perceived

economic, currency or

budgetary crises or issues;

•

consumer confidence;

•

unemployment levels (and a corresponding increase in the uninsured

and underinsured population);

•

changes in regulatory and tax regulations;

•

interest rate fluctuations, and strengthening of the dollar, which have and will continue to

impact our

results of operations;

•

availability of capital;

•

increases in fuel and energy costs;

•

the effect of inflation on our ability to procure products and our ability to increase

prices over time and

pass through to our customers price increases we may receive;

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•

changes in tax rates and the availability of certain tax deductions;

•

increases in labor costs or health care costs;

•

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); and

•

changes in laws and policies governing manufacturing, development, and

investment in territories and

countries where we do business.

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 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.

Although 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 unable to absorb price

increases, thus positioning us to protect our gross profit.

The strengthening of the dollar, likewise, has impacted

our revenues and costs, but neither inflation nor exchange rates have

materially impacted our results of operations

in fiscal year 2023.

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.

When we discover

situations of non-compliance we seek to remedy them and bring

the affected area back into compliance.

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 toward healthcare cost containment continue to exert pressure on

product pricing.

In the United

States, 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.

We and our subsidiaries may be required to report drug pricing data under federal laws and

regulations.

At the state level, several 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 those price increases, while

others have taken legislative or

administrative action to establish prescription drug affordability boards or

multi-payer purchasing pools to reduce

the cost of prescription drugs.

At the federal level, several related bills have been introduced

and regulations

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

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

information regarding certain financial

relationships we have with covered recipients, including physicians, dentists,

teaching hospitals, and certain other

non-physician practitioners.

We and our subsidiaries may be required to report information under certain state

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transparency laws that address circumstances not covered by the Sunshine

Act, and some of these state laws, as

well as the federal law, can be unclear.

We are also subject to foreign regulations requiring transparency of certain

interactions between suppliers and their customers.

While we believe we 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.

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

related price transparency may also affect our business.

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

federal and international 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,

Section 361 of the Public Health

Services Act and Section 401 of the Consolidated Appropriations Act

of the Social Security Act.

Among other

things, such laws, and the regulations promulgated thereunder:

•

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 drugs, HCT/P products and

medical devices,

including

requirements with respect to unique medical device identifiers;

•

subject us to inspection by the FDA and DEA and similar state authorities;

•

regulate the storage, transportation and disposal of certain of our products

that are considered

hazardous materials;

•

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

with applicable FDA

requirements;

•

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

under Medicare Part B to

CMS with or without a Medicaid drug rebate agreement;

•

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

•

require record keeping and documentation of transactions involving drug

products;

•

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

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

and handling of prescription drugs,

and associated reporting requirements.

The FDA has become increasingly active in addressing the regulation of

computer software and digital health

products intended for use in health care settings.

The Cures Act, signed into law on December 13, 2016, among

other things, amended the medical device definition to exclude certain software

from FDA regulation, including

certain clinical decision support software.

On September 27, 2019, the FDA issued a suite of guidance documents

on digital health products, which incorporated applicable Cures Act standards,

and on September 28, 2022, the

FDA subsequently finalized certain of these guidance documents, including

regarding the types of clinical decision

support tools and other software that are exempt from regulation by the FDA as

medical devices, and the FDA

continues to issue new guidance in this area.

Certain of our businesses involve the development and

sale of

software and related products to support physician and dental practice management,

and it is possible that the FDA

or foreign government authorities could determine that one or more of our products

is subject to regulation as a

medical device, which could subject us or one or more of our businesses to

substantial additional requirements,

costs and potential enforcement actions or liabilities for noncompliance with

respect to these products. 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.

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

us to meet various standards

relating to, among other things, licensure or 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.

Our

business is also subject to requirements of similar and other foreign governmental

laws and regulations affecting

our operations abroad.

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

of existing laws and regulations,

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 believe we have adequate

compliance programs and controls in place to

ensure substantial 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, applicable since May 26, 2021, significantly modifies and intensifies

the regulatory compliance

requirements for the medical device industry as a whole.

Among other things, the EU MDR:

•

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

once they are

available;

•

establishes explicit provisions on manufacturers’ responsibilities

for the follow-up of the quality,

performance and safety of devices placed on the market;

•

improves the traceability of medical devices throughout the supply chain to the end-user

or patient

through a unique identification number;

•

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

the public with

comprehensive information on products available in the EU;

•

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

as implants, which may have to

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

•

identifies importers and distributors and medical device products through

registration in a database

(EUDAMED not due, for the time being, until the end of 2027 at

the earliest, as mentioned above).

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.

As mentioned above,

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, 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., May 26, 2021).

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.

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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, 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 Anti-Kickback

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

Act.

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

enforcement activity over the past few

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

serve as whistleblowers by filing

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

under applicable false claims laws,

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

Penalties under fraud and abuse laws may be

severe, including treble damages and substantial civil penalties under

the federal False Claims Act, as well as

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

health care programs, criminal penalties,

or imposition of a corporate compliance monitor, which could have a material adverse effect on our business.

Also,

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

judicial authority in a manner that

could require us to make changes in our operations or incur substantial defense

and settlement expenses.

Even

unsuccessful challenges by regulatory authorities or private relators could result

in reputational harm and the

incurring of substantial costs.

Most states have adopted similar state false claims laws, and these state

laws have

their own penalties which may be in addition to federal False Claims

Act penalties, as well as other fraud and abuse

laws.

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

about

financial relationships between suppliers on the one hand and physicians,

dentists, and other 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,

including on our stock price.

California has adopted stringent new climate disclosure requirements,

as has the EU,

and the SEC appears about to adopt expansive new disclosure requirements

on climate change.

In the EU, the 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 certain EU laws, in particular as regards public health, the above-mentioned

Directive No. 2001/83,

Regulation No. 726/2004 or, as regards data protection, the GDPR.

The Directive protects a wide range of people

and includes former employees.

All private companies with 50 or more employees are required

to create effective

internal reporting channels.

All EU Member States other than Poland and Estonia have now implemented

the

Directive.

We also are subject to the requirements of the new Directive No. 2022/2464 on corporate sustainability reporting

(“CSR Directive”) adopted on December 14, 2022 and which has to be

implemented by EU members states by July

6, 2024, at the latest.

By amending Directives No. 2004/109, No. 2006/43, No. 2013/34

and Regulation No.

537/2014, the CSR Directive strengthens the existing rules on non-financial

reporting by setting new requirements

for large companies to publish sustainability-related information and, in particular, disclose details about

their risks

and impacts on environmental matters.

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

concerning the conduct of our foreign

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

Act, German anti-corruption laws

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

books and records, which have been

the focus of increasing enforcement activity globally in recent years.

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 bribery 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 fraud and

abuse and other 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 to changes in applicable law or

interpretation of laws, could have a

material adverse effect on our business.

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, and our specialty home medical

supply businesses, include electronic information technology systems

that store and process personal health,

clinical, financial, and other sensitive information of individuals.

These information technology systems may be

vulnerable to breakdown, wrongful intrusions, data breaches and

malicious attack, which could require us to

expend significant resources to eliminate these problems and address

related security concerns, and could involve

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

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 HIPAA, CAN-SPAM, TCPA,

Section 5 of the

FTC Act, the CCPA, and the CPRA that became effective on January 1, 2023.

Laws and regulations relating to

privacy and data protection are continually evolving and subject to

potentially differing interpretations.

These

requirements may not be harmonized, may be interpreted and applied in

a manner that is inconsistent from one

jurisdiction to another or may conflict with other rules or our practices.

Our businesses’ failure to comply with

these laws and regulations could expose us to breach of contract claims, substantial

fines, penalties and other

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

Also, evolving laws and regulations in

this area could restrict the ability of our customers to obtain, use or disseminate patient

information, or could

require us to incur significant additional costs to re-design our products

to reflect these legal requirements, which

could have a material adverse effect on our operations.

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

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room of flexibility), such as employee personal data.

With respect to the personal data it protects, the GDPR

requires, among other things, controller accountability, consents from Data Subjects or another acceptable legal

basis to process the personal data, notification within 72 hours

of a personal data breach where required, data

integrity and security, and fairness and transparency regarding the storage, use or other processing of the personal

data.

The GDPR also provides rights to Data Subjects relating notably

to information, access, rectification, erasure

of the personal data and the right to object to the processing.

On August 20, 2021, China promulgated the PIPL, which took effect on November

1, 2021.

The PIPL imposes

specific rules for processing personal information and it also specifies

that the law shall also apply to personal

information activities carried out outside China but for the purpose

of providing products or services to PRC

citizens.

Any non-compliance with these laws and regulations may subject

us to fines, orders to rectify or terminate

any actions that are deemed illegal by regulatory authorities, other penalties,

as well as reputational damage or legal

proceedings against us, which may affect our business, financial condition or results

of operations.

The PIPL

carries maximum penalties of CNY50 million or 5% of the annual revenue

of entities that process personal data.

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

effective January 1, 2020.

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

regarding the collection, use and disclosure of certain personal information

of California residents.

Compliance

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

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

uncertainty about how the CCPA will be

interpreted by the courts and enforced by the regulators.

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

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

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

significant resources, and harm our

business.

Furthermore, California voters approved the CPRA on November 3,

2020, which will amend and expand

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

creating a new state agency to enforce CCPA and CPRA.

The CPRA came into effect on January 1, 2023, applying

to information collected by businesses on or after January 1, 2022.

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

considered the adoption of similarly expansive

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

While we believe we have

substantially compliant programs and controls in place to comply with

the GDPR, CCPA, PIPL and CPRA

requirements, our compliance with data privacy and cybersecurity laws

is likely to impose additional costs on us,

and we cannot predict whether the interpretations of the requirements, or

changes in our practices in response to

new requirements or interpretations of the requirements, could have a

material adverse effect on our business.

We also sell products and services that health care providers, such as physicians and dentists, use to store and

manage patient medical or dental records.

These customers and we are subject to laws, regulations and

industry

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

the privacy and security of those records.

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

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 OIG for HHS issued a final rule implementing civil

money penalties for information blocking as established by the Cures Act.

OIG incorporated regulations published

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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 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.

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 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.

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.

While the Company has policies against and seeks to

avoid the import of goods that are manufactured in whole or in part 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

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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 healthcare solutions company, the COVID-19 pandemic and the governmental responses

to it

had, and may again have, a material adverse effect on our business, results of operations

and cash flows and may

result in a material adverse effect on our financial condition and liquidity.

The impacts and potential impacts from

the COVID-19 pandemic included, and could include as a result of other disasters,

the following, among other

impacts:

•

significant volatility in supply, demand and selling prices for personal protective equipment (PPE), test

kits and related products;

•

reduction in peoples’ ability and willingness to be in public;

•

reduction in peoples’ ability and willingness to seek elective care;

•

interrupted operations of industries that use or manufacture the products

we distribute;

•

impact of adapted business practices;

•

significant changes in political conditions;

•

volatility in the financial market; and

•

unavailability or impairment of our manufacturing, distribution, or other

facilities, or firmwide systems

such as our information systems.

The impact from disasters may also exacerbate other risks discussed herein,

any of which could have a material

adverse effect on us.

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.

The risks that our

global operations are subject to include, 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, new or unanticipated litigation developments and

the status of litigation matters;

•

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.

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Our future success is substantially dependent upon our senior

management, and our revenues and profitability

depend on our relationships with capable sales representatives,

service technicians, and other personnel who

interact directly with our customers, 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

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 sales representatives, service technicians, and other personnel

who interact directly with our customers, 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 2023 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 new rules recently

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

by the registrant, including physical

or virtual infrastructure controlled by such information resources, or components

thereof, organized for the

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

of the registrant's information to

maintain or support the registrant's operations.”

Cybersecurity Risk Management and Strategy

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

systems.

Our cybersecurity risk mitigation strategy is designed

so that the Company’s cybersecurity program is

aligned with generally accepted cybersecurity standards and frameworks,

in particular the NIST Cybersecurity

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

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

oversees the operations of our cyber risk mitigation strategy.

The OCS is a cross-functional, enterprise-wide

management team, which continuously evaluates our global cybersecurity

program’s effectiveness and is focused

on maintaining and protecting our information systems.

In overseeing the operations of our cyber risk mitigation

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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

President and Head of the Office of Cyber Security, is a National Security Agency Certified Information Systems

Securities Engineer, has nearly 30 years of experience leading global cybersecurity programs, and received

a BS,

Electrical Engineering and Computer Science from Lafayette College,

and a Master of Science, Business,

Information Technology Management from Johns Hopkins University.

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 Cybersecurity Incidents

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. Once we became aware of the issue, we took steps

to assess, contain and

remediate this incident.

We restored affected systems and applications, our distribution operations resumed and we

reactivated our ecommerce platform.

We also notified law enforcement and our employees, customers, suppliers

and investors, informing them of both the incident and management’s efforts to mitigate its impact on our daily

operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we

determined that the threat actor obtained personal and sensitive information

maintained on our systems belonging to

certain third parties and since that date we have notified affected and potentially affected parties

as appropriate.

Table of Contents

The scope of personal and sensitive data impacted is still under investigation.

On November 22, 2023, we

experienced a related disruption to our ecommerce platform and related

applications, which has since been

remediated.

As described in “Management’s Discussion & Analysis – 2023 Compared to 2022, the incident

adversely impacted our financial results for the fourth quarter and full year 2023.

We also expect some short-term

residual impact on our financial results in 2024.

It is part of the mission of our cybersecurity risk mitigation strategy to constantly

evolve our cybersecurity defenses

to adapt to evolving risks, and to learn from prior incidents, and we

have evaluated and continue to evaluate the

incident with the assistance of third-party expert consultants.

Members of the Audit Committee and Regulatory,

Compliance and Cybersecurity Committee of our Board of Directors are

conducting a review of the October 2023

cybersecurity incident, including the measures undertaken in response to the incident.

Cybersecurity Governance

Our Board has a Regulatory, Compliance and Cybersecurity Committee that focuses on cybersecurity oversight,

together with other board committees, principally the Audit Committee.

The purpose of the Regulatory,

Compliance and Cybersecurity Committee is to assist the Board by providing

guidance to, and oversight of, the

Company’s senior management responsible for assessing and managing Company-wide regulatory, corporate

compliance and cybersecurity risk management programs.

The primary responsibilities of the Regulatory,

Compliance and Cybersecurity Committee are to (i) discuss cybersecurity

strategic decisions, issues, challenges and

opportunities relating thereto, (ii) provide expertise to guide assessment

and monitoring of Company-wide

regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment,

(iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk

management programs, (iv) review and evaluate major regulatory, corporate compliance and cybersecurity risk

management initiatives to identify emerging and future opportunities for synergy or to

leverage regulatory,

corporate compliance and cybersecurity risk management investments

more effectively and cost efficiently,

(v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters

reviewed by the Regulatory, Compliance and Cybersecurity Committee that may impact the Company’s financial

reporting and (vi) be generally available to, and communicate with,

the Company’s senior management, and to

inform the Board in the areas described above.

Our CISO and CTO, along with other key executives who are part of our Executive

Steering Committee, review

strategy, policy,

program effectiveness, standards, enforcement and cybersecurity issue management

with the

Board’s Regulatory,

Compliance and Cybersecurity Committee on at least a quarterly basis and

with the Audit

Committee on at least a bi-annual basis.

Our CTO meets with Board members outside of the formal meetings on a

regular basis as well as in connection with specific cybersecurity issues or

threats.

ITEM 2.

Properties

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

and/or

own approximately 5.7 million square feet of properties, consisting of distribution,

office, showroom,

manufacturing and sales space, in locations including the United States, Australia,

Austria, Belgium, Brazil,

Canada, Chile, China, the Czech Republic, France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan,

Liechtenstein, Luxembourg, Malaysia, Mexico, Morocco, the Netherlands, New Zealand,

Poland, Portugal,

Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United

Arab Emirates and the United Kingdom.

Lease expirations range from 2024 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 16 – Commitments and Contingencies

of the Notes to the

Consolidated Financial Statements included under Item 8.

Table of Contents

ITEM 4.

Mine Safety Disclosures

Not applicable.

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 20, 2024, there were approximately 107,000 holders

of record of our common stock and the last

reported sales price was $75.64.

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 $4.9 billion, authorized by our Board, to the repurchase

program provide for a total of $5.0 billion

(including $400 million authorized on February 8, 2023) of shares

of our common stock to be repurchased under

this program.

As of December 30, 2023,

we had repurchased approximately $4.7 billion of common stock (90,394,805

shares)

under these initiatives, with $265 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 30, 2023:

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)

10/1/2023 through 11/4/2023

5,048,074

11/5/2023 through 12/2/2023

4,529,764

12/3/2023 through 12/30/2023

692,441

72.32

692,441

3,499,205

692,441

(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 2023 or 2022.

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.

form10k20231230p43i0 form10k20231230p43i1

form10k20231230p43i2 form10k20231230p43i3

form10k20231230p43i4

form10k20231230p43i5

Table of Contents

$50

$100

$150

$200

$250

$300

December

2018

December

2019

December

2020

December

2021

December

2022

December

2023

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 29, 2018, the last trading day before the

beginning of our 2019 fiscal year, through the

end of our 2023 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 29, 2018

ASSUMES DIVIDENDS REINVESTED

December 29,

December 28,

December 26,

December 25,

December 31,

December 30,

2018

2019

2020

2021

2022

2023

Henry Schein, Inc.

100.00

110.31

109.05

124.11

132.28

125.37

Dow Jones U.S. Health

Care Index

100.00

123.48

140.83

175.06

168.44

171.61

NASDAQ Stock Market

Composite Index

100.00

138.27

198.34

244.03

164.56

238.01

ITEM 6.

[Reserved]

Table of Contents

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; our

ability to develop or acquire and maintain and protect new products (particularly

technology products) and

technologies that achieve market acceptance with acceptable margins; transitional

challenges associated with

acquisitions, dispositions and joint ventures, including the failure

to achieve anticipated synergies/benefits, 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;

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; general

global and domestic macro-economic

and political conditions, including inflation, deflation, recession, 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, potential trade barriers and terrorism; geopolitical

wars; failure to comply with

existing and future regulatory requirements; risks associated with the EU Medical

Device Regulation; failure to

comply with laws and regulations relating to health care fraud or other

laws and regulations; failure to comply with

laws and regulations relating to the collection, storage and processing of

sensitive personal information or standards

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

risks related to product liability, intellectual

property and other claims; 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, and our relationships

with customers, suppliers and

manufacturers; and disruptions in financial markets.

The order in which these factors appear should not be

construed to indicate their relative importance or priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control

or predict.

Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction

of actual results.

We undertake no duty and have no obligation to update forward-looking statements except as

required by law.

Table of Contents

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 Newsroom page of our website.

Recent Developments

During the years ended December 30, 2023 and December 31, 2022 we

continued to experience a decrease in the

sales of PPE and COVID-19 test kits as compared to the comparable

prior-year periods, primarily due to lower

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

test kits.

While the U.S. economy has recently 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.

Our consolidated financial statements reflect estimates and assumptions

made by us that affect, among other things,

our goodwill, long-lived asset and definite-lived intangible asset valuation;

inventory valuation; equity investment

valuation; assessment of the annual effective tax rate; valuation of deferred income

taxes and income tax

contingencies; the allowance for doubtful accounts; hedging activity; supplier

rebates; measurement of

compensation cost for certain share-based performance awards and cash bonus

plans; and pension plan

assumptions.

Cybersecurity Incident

In addition to immaterial and unrelated prior incidents at certain of

our subsidiaries, in October 2023 Henry Schein

experienced a cybersecurity incident that primarily affected the operations of our

North American and European

dental and medical distribution businesses.

Henry Schein One, our practice management software, revenue

cycle

management and patient relationship management solutions business, was

not affected, and our manufacturing

businesses were mostly unaffected. Once we became aware of the issue, we took steps

to assess, contain and

remediate this incident.

We restored affected systems and applications, our distribution operations resumed and we

reactivated our ecommerce platform.

We also notified law enforcement and our employees, customers, suppliers

and investors, informing them of both the incident and management’s efforts to mitigate its impact on our daily

operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we

determined that the threat actor obtained personal and sensitive information

maintained on our systems belonging to

certain third parties and since that date we have notified affected and potentially affected parties

as appropriate.

The scope of personal and sensitive data impacted is still under investigation.

On November 22, 2023, we

experienced a related disruption to our ecommerce platform and related

applications, which has since been

remediated.

As described in “Management’s Discussion & Analysis – 2023 Compared to 2022, the incident

adversely impacted our financial results for the fourth quarter and full year 2023.

We also expect some short-term

residual impact on our financial results in 2024.

We maintain cybersecurity insurance, subject to certain retentions and policy limitations.

With respect to the

October 2023 cybersecurity incident, we have a $60 million insurance policy, following a $5 million retention.

Table of Contents

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 91 years of experience distributing health

care products.

We are headquartered in Melville, New York,

employ approximately 25,000 people (of which approximately

11,500 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 success 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,

including in vitro

diagnostic devices, manufacture certain dental specialty products in

the areas of implants, orthodontics and

endodontics, manufacture drug products, and repackage/relabel prescription drugs

and/or devices.

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.

conduct our business through two reportable segments: (i) health

care distribution and (ii) technology and

value-added services.

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

Our global

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

and other

institutions.

Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,

emergency

medical technicians, dialysis centers, home health, federal and state governments

and large enterprises, such as

group practices and integrated delivery networks, among other providers

across a wide range of specialties.

The health care distribution reportable segment, combining our global dental and

medical operating segments,

distributes consumable products, small equipment, laboratory products, large equipment, equipment

repair services,

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

products (including implant,

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

PPE products and vitamins.

Our global technology and value-added services business provides software, technology

and other value-added

services to health care practitioners.

Our technology business offerings include practice management software

systems for dental and medical practitioners.

Our value-added practice solutions include practice consultancy,

education, revenue cycle management and financial services on a non-recourse

basis, e-services, practice

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

practitioners.

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.

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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 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 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.

also have invested in expanding our sales/marketing

infrastructure to include a focus 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.

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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

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 2023

and 2033, the 45 and older

population is expected to grow by approximately 11%.

Between 2023 and 2043, this age group is expected to grow

by approximately 21%.

This compares with expected total U.S. population growth

rates of approximately 6%

between 2023 and 2033

and approximately 11% between 2023 and 2043.

According to the U.S. Census Bureau’s International Database, in 2023

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 nearly triple to approximately

19 million.

The population

aged 65 to 84 years is projected to increase by approximately 23% during

the same period.

As a result of these market dynamics, annual expenditures for health

care services continue to increase in the

United States.

We 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 $4.5 trillion in 2022, or 17.3% 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 $7.2 trillion by 2031, or 19.6% 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 1. 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

Results of Operations

Refer to Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

our 2022 Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results

of operations for the fiscal year 2022 compared to fiscal year 2021.

The following tables summarize the significant components of our operating

results and cash flows:

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

Operating results:

Net sales

12,339

12,647

12,401

Cost of sales

8,478

8,816

8,727

Gross profit

3,861

3,831

3,674

Operating expenses:

Selling, general and administrative

2,956

2,771

2,634

Depreciation and amortization

210

182

180

Restructuring and integration costs

131

Operating income

615

747

852

Other expense, net

(73)

(26)

(21)

Gain on sale of equity investment

Net income

436

566

660

Net income attributable to Henry Schein, Inc.

416

538

631

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

Cash flows:

Net cash provided by operating activities

500

602

710

Net cash used in investing activities

(1,135)

(276)

(677)

Net cash provided by (used in) financing activities

701

(315)

(333)

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Plans of Restructuring and Integration Costs

On August 1, 2022, we committed to a restructuring plan focused on

funding the priorities of the BOLD+1 strategic

plan, streamlining operations and other initiatives to increase efficiency.

We revised our previous expectations of

completion and we have extended this initiative through the end of 2024.

We are currently unable in good faith to

make a determination of an estimate of the amount or range of amounts

expected to be incurred in connection with

these activities, both with respect to each major type of cost associated

therewith and to the total cost, or an

estimate of the amount or range of amounts that will result in future

cash expenditures.

During the years ended December 30, 2023, December 31, 2022, and December

25, 2021, we recorded

restructuring costs of $80 million, $128 million, and $8 million, respectively.

The restructuring costs for these

periods primarily related to severance and employee-related costs,

impairment of intangible assets, accelerated

amortization of right-of-use lease assets and fixed assets, other lease exit

costs, and certain business exit costs

discussed below.

During the year ended December 30, 2023, in connection with our restructuring

plan, we recorded an impairment of

an intangible asset of $12 million related to a planned disposal of a non-U.S.

business.

The disposal is expected to

be completed in 2024.

This impairment is included in the $80 million of restructuring

charges discussed above.

During the year ended December 31, 2022, in connection with our

restructuring 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 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.

These expenses 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.

On November 20, 2019, we committed to a contemplated restructuring

initiative intended to mitigate stranded costs

associated with the spin-off of our animal health business and to rationalize operations

and provide expense

efficiencies.

These activities were originally expected to be completed by

the end of 2020 but we extended them to

the end of 2021 in light of the changes to the business environment brought

on by the COVID-19 pandemic.

The

restructuring activities under this prior initiative were completed

in 2021.

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2023 Compared to 2022

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

Health care distribution

(1)

Dental

7,539

61.1

7,473

59.1

0.9

Medical

3,994

32.4

4,451

35.2

(457)

(10.3)

Total health care distribution

11,533

93.5

11,924

94.3

(391)

(3.3)

Technology and value-added services

(2)

806

6.5

723

5.7

11.4

Total

12,339

100.0

12,647

100.0

(308)

(2.4)

The components of our sales growth 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

Health care distribution

(1)

Dental Merchandise

(1.6)

4.2

(1.0)

1.6

0.1

1.7

Dental Equipment

(0.9)

1.1

(2.1)

(1.9)

Total Dental

(1.4)

3.4

(1.3)

0.7

0.2

0.9

Medical

(11.2)

2.2

(1.3)

(10.3)

Total Health Care Distribution

(5.1)

2.9

(1.2)

(3.4)

0.1

(3.3)

Technology and value-added services

(2)

7.2

5.0

(0.8)

11.4

Total

(4.4)

3.1

(1.2)

(2.5)

0.1

(2.4)

(1)

Consists of consumable products, dental specialty products (including implant, orthodontic and endodontic products), small

equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical

products, diagnostic tests, infection-control products, PPE products and vitamins.

(2)

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

practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing

education services for practitioners, consulting and other services.

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 growth are

presented in the table above.

The 4.4% 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 cybersecurity 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.

In addition, we estimate that sales of PPE products and COVID-19

test kits were approximately $713 million and

$1,245 million for the years ended December 30, 2023 and December 31,

2022, respectively, representing an

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estimated decrease of $532 million or 42.7%

versus the prior year, with the $532 million net decrease year-over-

year representing 4.2%

of global net sales for the year ended December 30, 2023.

Dental

Dental net sales for the year ended December 30, 2023 increased 0.9%.

The components of our sales growth are

presented in the table above.

Our decrease in internally generated local currency sales for dental

merchandise was

primarily attributable to the negative impact of the cybersecurity incident.

Our sales decrease in internally

generated local currency for dental equipment was also primarily attributable

to the impact of the cybersecurity

incident.

We estimate that sales of PPE products were approximately $338 million and $448 million for the years ended

December 30, 2023 and December 31, 2022, respectively, representing an estimated decrease of $110 million or

24.5% versus the prior year, with the $110 million net decrease year-over-year representing 1.5% of dental net sales

for the year ended December 30, 2023.

The decrease in sales of PPE products is primarily due to lower

market

prices and loss of demand during the cybersecurity incident.

Our estimated internally generated local currency

sales, excluding PPE products were flat compared to the prior year.

Medical

Medical net sales for the year ended December 30, 2023 decreased 10.3%.

The components of our sales growth are

presented in the table above.

The internally generated local currency decrease in medical sales

is primarily

attributable to the impact of the cybersecurity incident that occurred

during the fourth quarter of the year ended

December 30, 2023 and to lower sales of PPE products and COVID-19

test kits and other point-of-care diagnostic

products.

We estimate that sales of PPE products and COVID-19 test kits were approximately $375 million and $797 million

for the years ended December 30, 2023 and December 31, 2022, respectively, representing an estimated decrease

$422 million or 52.9% versus the prior year, with the $422 million net decrease year-over-year representing 10.6%

of medical net sales for the year ended December 30, 2023.

The decrease in sales of these products is primarily due

to lower market prices of PPE, lower market demand of COVID-19

test kits, and loss of sales of both product

categories during the cybersecurity incident.

The estimated decrease in internally generated local currency

sales,

excluding PPE products and COVID-19 test kits was 2.2%.

Technology and value-added services

Technology and value-added services net sales for the year ended December 30, 2023 increased 11.4%.

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 remains

strong as we continued to increase the number of

cloud-based users.

We also experienced increased demand for our revenue cycle management solutions and our

analytical products.

The increase in sales during the year ended December 30, 2023

was 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.

This segment of our business was largely unaffected by the cybersecurity incident

in the fourth quarter.

Gross Profit

Gross profit and gross margin percentages by segment and in total were as follows:

Gross

Increase / (Decrease)

2023

Margin %

2022

Margin %

Health care distribution

3,312

28.7

3,357

28.2

(45)

(1.3)

Technology and value-added services

549

68.0

474

65.5

15.7

Total

3,861

31.3

3,831

30.3

0.8

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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.

Additionally, we

realize substantially higher gross margin percentages in our technology and value-added services

segment than in

our health care distribution segment.

These higher gross margins result from being both the developer and seller of

software products and services, as well as certain financial services.

The software industry typically realizes higher

gross margins to recover investments in research and development.

Within our health care distribution 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.

Health care distribution gross profit for the year ended December 30, 2023

decreased compared to the prior-year-

period due to the decrease in sales resulting from the cybersecurity

incident and a reduction in sales of PPE

products and COVID-19 test kits, partially offset by gross profit from acquisitions

and gross margin expansion as a

result of a favorable impact of sales mix of higher-margin products.

Technology and value-added services gross profit increased as a result of a higher gross profit from internally

generated sales and gross profit from acquisitions, as well as an increase

in gross margin rates primarily due to

product mix and increases in productivity.

Operating Expenses

Operating expenses (consisting of selling, general and administrative

expenses; depreciation and amortization,

restructuring and integration costs) by segment and in total were as follows:

% of

Respective

Increase

2023

Net Sales

2022

Net Sales

Health care distribution

2,842

24.6

2,738

23.0

104

3.8

Technology and value-added services

404

50.1

346

47.8

16.8

Total

3,246

26.3

3,084

24.4

162

5.3

The net increase in operating expenses is attributable to the following:

Operating Costs

Restructuring and

Integration Costs

Acquisitions

Total

Health care distribution

(55)

104

Technology and value-added services

Total

(51)

116

162

The increase in operating costs during the year ended December 30, 2023 includes

increases in payroll and payroll

related costs, travel, convention and consulting expenses in both of our reportable

segments and increased

acquisition expenses in our healthcare distribution 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, and were negatively impacted by

restructuring, an impairment of capitalized costs of $27 million and impairment

of intangible assets of $7 million

within our health care distribution segment.

During the year ended December 30, 2023, we also incurred $11

million of direct costs, primarily professional fees, for the remediation of

the cybersecurity incident.

The

restructuring and integration costs are primarily related to severance and

employee-related costs, accelerated

amortization of right-of-use lease assets and fixed assets, and other lease exit

costs.

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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.

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 Model 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 framework.

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 we operate in jurisdictions which have

adopted Pillar 2, we are continuing to analyze the implications to effectively manage

the impact for 2024 and

beyond.

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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 13 – 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 anticipate

future increases in our working capital requirements.

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.

part of our BOLD+1 Strategic Plan, including pursuing focused mergers and acquisitions,

during the year ended

December 30, 2023 we have announced acquisitions of companies specializing

in implant systems, clear aligners,

homecare medical products delivered directly to patients, and dental practice

transition services.

Net cash provided by operating activities was $500 million for the

year ended December 30, 2023, compared to net

cash provided by operating activities of $602 million for the prior year.

The net change of $102 million was

primarily attributable to lower cash net income.

During the quarter ended December 30, 2023, the cybersecurity

incident had several offsetting impacts to the operating cash flows from our working

capital, net of acquisitions,

including a decrease in operating cash flows from accounts receivable

due to delayed timing of billings and limited

collection efforts resulting from the impact of the cybersecurity incident, and an increase

in operating cash flows

resulting from reduced inventory purchases.

Net cash used in investing activities was $1,135 million for the

year ended December 30, 2023, compared to net

cash used in investing activities of $276 million for the prior year.

The net change of $859 million was primarily

attributable to increased payments for equity investments and business acquisitions,

and increased purchases of

fixed assets resulting from our continued investment in our facilities and operations.

Net cash provided by financing activities was $701 million for the year

ended December 30, 2023, compared to net

cash used in financing activities of $315 million for the prior year.

The net change of $1,016 million was primarily

due to increased net borrowings from debt

to finance our investments, partially offset by decreased repurchases of

common stock.

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The following table summarizes selected measures of liquidity and capital

resources:

December 30,

December 31,

2023

2022

Cash and cash equivalents

171

117

Working

capital

(1)

1,805

1,764

Debt:

Bank credit lines

264

103

Current maturities of long-term debt

150

Long-term debt

1,937

1,040

Total debt

2,351

1,149

Leases:

Current operating lease liabilities

Non-current operating lease liabilities

310

275

(1)

Includes $284 million and $327 million of certain accounts receivable which serve as security for U.S. trade accounts receivable

securitizations at December 30, 2023 and December 31, 2022, 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 46.2 days as of December 30, 2023

from 41.9 days as of December 31, 2022 due to delays in billings

leading to limited collections in the quarter ended

December 30, 2023 as a result of the cybersecurity incident.

During the years ended December 30, 2023 and

December 31, 2022, we wrote off approximately $16 million and $10 million, respectively, of fully reserved

accounts receivable against our trade receivable reserve.

Our inventory turns from operations was 4.5 as of

December 30, 2023 and 4.7 as of December 31, 2022.

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 4.8%), as well as

inventory purchase commitments and operating lease obligations

as of December 30, 2023:

Payments due by period

< 1 year

2 - 3 years

4 - 5 years

> 5 years

Total

Contractual obligations:

Long-term debt, including interest

243

1,097

346

783

2,469

Inventory purchase commitments

Operating lease obligations

141

119

438

Transition tax obligations

Finance lease obligations, including interest

Total

355

1,273

438

902

2,968

For information relating to our debt please see

Note 13 – Debt

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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 18 years, some of

which may include options to extend the leases for up to 15 years.

As of December 30, 2023, our right-of-use

assets related to operating leases were $325 million and our current and non-current

operating lease liabilities were

$80 million and $310 million, respectively.

Please see

Note 7 – Leases

for further information.

Stock Repurchases

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

to an additional $400 million in shares of our

common stock.

From March 3, 2003 through December 30, 2023, we repurchased $4.7

billion, or 90,394,805 shares, under our

common stock repurchase programs, with $265 million available

as of December 30, 2023 for future common stock

share repurchases.

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.

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 30, 2023 and December 31, 2022,

our balance for redeemable

noncontrolling interests was $864 million and $576 million, respectively.

Please see

Note 19 – Redeemable

Noncontrolling Interests

for further information.

Unrecognized tax benefits

As more fully disclosed in

Note 14 – 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 $115 million as of December 30, 2023.

Critical Accounting Estimates

Our accounting policies are more fully 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:

Inventories and Reserves

Inventories consist primarily of finished goods and are valued at

the lower of cost or net realizable value.

Cost is

determined by the first-in, first-out method for merchandise and actual cost

for large equipment and high tech

equipment.

In estimating carrying value of inventory, we consider many factors including the condition and

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salability of the inventory by reviewing on-hand quantities, historical sales,

forecasted sales and market and

economic trends.

Certain of our products, specifically PPE and COVID-19 test kits, have experienced

changes in

net realizable value, due to volatility of pricing and changes in demand

for these products.

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 and Divestitures

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: our global dental and medical

businesses, and technology and value-added services.

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.

Our third-party valuation specialists provide inputs into our determination

of the discount rate.

The rate is

dependent on a number of underlying assumptions, including the risk-free rate,

tax rate, equity risk premium, debt

to equity ratio and pre-tax cost of debt.

Long-term growth rates are applied to our estimation of future cash flows.

The long-term growth rates are tied to

growth rates we expect to achieve beyond the years for which we have

forecasted operating results.

We also

consider external benchmarks, and other data points which we believe are

applicable to our industry and the

composition of our global operations.

For the years ended December 30, 2023 and December 25, 2021, we believe

the fair value of each of our reporting

units sufficiently exceeds the carrying values and thus we did not record any amount

for goodwill impairment.

Based on our quantitative assessment for the year ended December 31, 2022,

we recorded a $20 million impairment

of goodwill relating to the disposal of an unprofitable business for which

estimated fair value was lower than

carrying value.

As part of our analysis for the rest of the goodwill balance, we performed

a sensitivity analysis on

the discount rate and long-term growth rate assumptions.

The sensitivities did not result in any additional

impairment charges.

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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 30, 2023 we recorded $19 million of

impairment charges related to businesses in

our health care distribution segment, the components of which were

$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.

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 15 – Plans of Restructuring and Integration Costs

for additional

details.

During the year ended December 31, 2022 we recorded $49 million of

impairment charges related to businesses in

our health care distribution segment, the components of which were

a $15 million charge related to the disposal of

an unprofitable business and a $34 million charge related to customer lists and relationships

attributable to

customer attrition rates being higher than expected in certain other

health care distribution 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 15 – Plans of

Restructuring and Integration Costs

for additional details.

During the year ended December 25, 2021, we recorded a $1 million

impairment charge related ratably to a

business within our health care distribution segment and a business within

our technology and value-added services

segment.

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, expected future earnings and cash flows

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 19 – 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.

Our intention is to evaluate the realizability of our deferred tax assets quarterly.

ASC 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

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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 14 – Income Taxes

for further discussion.

The Financial Accounting Standards Board Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-

Taxed Income (“GILTI”),

states that an entity can make an accounting policy election to

either recognize deferred

taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related

to GILTI in the year the tax is incurred.

We have elected to recognize the tax on GILTI as a period expense in the

period the tax is incurred.

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.

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 2023 compared

foreign currencies would have changed our 2023 reported Net income

attributable to Henry Schein, Inc. by

approximately $5 million.

As of December 30, 2023, our forward foreign currency exchange agreements,

which expire through November 3,

2028, had a fair value of $(8) 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 $(7) million.

A 5% increase in the

value of the Euro to the USD from December 30, 2023 would decrease the fair

value of these forward contracts by

$18 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.

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At inception, the notional value of the investments in these plans was $43

million.

At December 30, 2023, the

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

At December 30, 2023, the financing blended rate

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

of 5.33%

plus 0.52%, for a combined

rate of 5.85%.

For the years ended December 30, 2023, December 31, 2022, and

December 25, 2021 we have

recorded a gain/(loss), within selling, general and administrative expense,

of approximately $10 million, $(17)

million and $12 million, respectively, net of transaction costs, related to this undesignated swap.

This swap is

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

in a neutral impact to our results of operations.

Credit Risk Monitoring

We limit our credit risk with respect to our cash equivalents, short-term investments and derivative instruments, by

monitoring the credit worthiness of the financial institutions who are

the counterparties to such financial

instruments.

As a risk management policy, we limit the amount of credit exposure by diversifying and utilizing

numerous investment grade counterparties.

Interest Rate Risk

As of December 30, 2023, 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 30, 2023, there was $200 million outstanding under

this revolving credit

facility.

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

balance was approximately $61

million.

Based upon our average outstanding balances, for each hypothetical

increase of 25 basis points, our

interest expense thereunder would have increased by $0.2 million.

Our U.S. trade accounts receivable securitization, which we entered

into on April 17, 2013 and expires on

December 15, 2025, has a variable interest rate that is based upon the asset-backed

commercial paper rate.

As of

December 30, 2023, the commercial paper rate was 5.67% plus 0.75%,

for a combined rate of 6.42%,

and the

outstanding balance under this securitization facility was $210 million.

During the year ended December 30, 2023,

the average outstanding balance was approximately $238 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 30, 2023, the

notional value of the interest rate swap agreements was $741

million.

This term loan matures on July 11, 2026.

At December 30, 2023, the interest on this Term Credit Agreement was 5.36% plus 1.35% for a combined rate of

6.71%.

However, we have a hedge in place (see

Note 12 – Derivatives and Hedging Activities

for additional

information) that ultimately creates an effective fixed rate of 5.79%.

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 30, 2023 and December 31, 2022

Statements of Income for the years ended December 30, 2023,

December 31, 2022 and December 25, 2021

Statements of Comprehensive Income for the years ended December 30, 2023,

December 31, 2022 and December 25, 2021

Statements of Changes in Stockholders’ Equity for the years ended

December 30, 2023, December 31, 2022 and December 25, 2021

Statements of Cash Flows for the years ended December 30, 2023,

December 31, 2022 and December 25, 2021

Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation and Significant Accounting Policies

Note 2 – Cybersecurity Incident

Note 3 – Net Sales from Contracts with Customers

Note 4 – Segment and Geographic Data

Note 5 – Business Acquisitions and Divestiture

Note 6 – Property and Equipment, Net

Note 7 – Leases

Note 8 – Goodwill and Other Intangibles, Net

Note 9 – Investments and Other

Note 10 – Fair Value Measurements

Note 11 – Concentrations of Risk

100

Note 12 – Derivatives and Hedging Activities

101

Note 13 – Debt

103

Note 14 – Income Taxes

107

Note 15 – Plans of Restructuring and Integration Costs

111

Note 16 – Commitments and Contingencies

114

Note 17 – Stock-Based Compensation

116

Note 18 – Employee Benefit Plans

119

Note 19 – Redeemable Noncontrolling Interests

122

Note 20 – Comprehensive Income

122

Note 21 – Earnings Per Share

124

Note 22 – Supplemental Cash Flow Information

124

Note 23 – Related Party Transactions

125

Table of Contents

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Henry Schein, Inc.

Melville, NY

Opinion on the Consolidated Financial Statements

have

audited

the

accompanying

consolidated

balance

sheets

Henry

Schein,

Inc.

(the

“Company”)

December 30, 2023 and December 31, 2022, 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 30, 2023,

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

years in

the period

ended December

30, 2023,

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

30,

2023,

based

criteria

established

Internal

Control

–

Integrated

Framework

(2013)

issued

the

Committee

Sponsoring

Organizations

the

Treadway

Commission

(“COSO”)

and

our

report

dated

February

28,

2024

expressed an adverse 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.

Business Acquisition

described

Note

the

consolidated

financial

statements,

the

Company

acquired

Shield

Healthcare,

Inc.,

(“Shield”)

2023.

result

this

acquisition,

management

was

required

determine

the

fair

values

the

Table of Contents

identifiable

assets

acquired

and

liabilities

assumed.

connection

with

the

acquisition

Shield,

the

Company

recorded $156 million of identifiable intangible assets related to

customer relationships and lists.

identified management’s

judgements used to

determine the

revenue growth rates

and discount

rate used

in the

determination

the

fair

value

the

acquired

customer

relationships

and

lists

the

acquisition

Shield

critical audit matter.

The principal considerations

for our determination

were the subjective

judgement required by

management in formulating the

revenue growth rates and

assessing the appropriateness of the

discount rate used in

developing

the

fair

values

the

applicable

acquired identifiable

intangible

assets.

Auditing

these

considerations

involved

especially

subjective

and

challenging

auditor

judgement

due

the

nature

and

extent

audit

effort

required to address these matters, including the extent of specialized

skill or knowledge needed.

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

customer

relationships

and

lists

the

acquisition

Shield

by:

(i)

reviewing

the

historical

performance of

the

acquired company

using

their

audited financial

statements, and

(ii)

assessing revenue

projections against industry metrics and peer-group companies.

●

Utilizing

personnel

with

specialized

knowledge

and

skill

valuation

assist

in:

(i)

testing

the

source

information underlying

the determination

of the

discount rate,

and (ii)

developing a

range of

independent

estimates of discount rates and

comparing those to the discount

rate selected by management in connection

with the determination of the fair value of the acquired customer relationships and lists in

the acquisition of

Shield.

/s/

BDO USA,

P.C.

We have served as the Company's auditor since 1984.

New York, NY

February 28, 2024

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

December 30,

December 31,

2023

2022

ASSETS

Current assets:

Cash and cash equivalents

171

117

Accounts receivable, net of allowance for credit losses of $

and $

(1)

1,863

1,442

Inventories, net

1,815

1,963

Prepaid expenses and other

639

466

Total current assets

4,488

3,988

Property and equipment, net

498

383

Operating lease right-of-use assets

325

284

Goodwill

3,875

2,893

Other intangibles, net

916

587

Investments and other

471

472

Total assets

10,573

8,607

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,020

1,004

Bank credit lines

264

103

Current maturities of long-term debt

150

Operating lease liabilities

Accrued expenses:

Payroll and related

332

314

Taxes

137

132

Other

700

592

Total current liabilities

2,683

2,224

Long-term debt (1)

1,937

1,040

Deferred income taxes

Operating lease liabilities

310

275

Other liabilities

436

361

Total liabilities

5,420

3,936

Redeemable noncontrolling interests

864

576

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,

129,247,765

outstanding on December 30, 2023 and

131,792,817

outstanding on December 31, 2022

Additional paid-in capital

Retained earnings

3,860

3,678

Accumulated other comprehensive loss

(206)

(233)

Total Henry Schein, Inc. stockholders' equity

3,655

3,446

Noncontrolling interests

634

649

Total stockholders' equity

4,289

4,095

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

10,573

8,607

(1)

Amounts presented include balances held by our consolidated variable interest entity (“VIE”).

At December 30, 2023 and

December 31, 2022, includes trade accounts receivable of $

284

million and $

327

million, respectively, and long-term debt of $

210

million and $

255

million, respectively.

See

Note 1 – Basis of Presentation and Significant Accounting Policies

for further

information.

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF INCOME

(in millions, except share and per share data)

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

Net sales

12,339

12,647

12,401

Cost of sales

8,478

8,816

8,727

Gross profit

3,861

3,831

3,674

Operating expenses:

Selling, general and administrative

2,956

2,771

2,634

Depreciation and amortization

210

182

180

Restructuring and integration costs

131

Operating income

615

747

852

Other income (expense):

Interest income

Interest expense

(87)

(35)

(27)

Other, net

(3)

Income before taxes, equity in

earnings of affiliates and noncontrolling interests

542

721

831

Income taxes

(120)

(170)

(198)

Equity in earnings of affiliates, net of tax

Gain on sale of equity investment

Net income

436

566

660

Less: Net income attributable to noncontrolling interests

(20)

(28)

(29)

Net income attributable to Henry Schein, Inc.

416

538

631

Earnings per share attributable to Henry Schein, Inc.:

Basic

3.18

3.95

4.51

Diluted

3.16

3.91

4.45

Weighted-average common

shares outstanding:

Basic

130,618,990

136,064,221

140,090,889

Diluted

131,748,171

137,755,670

141,772,781

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

(in millions)

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

Net income

436

566

660

Other comprehensive income, net of tax:

Foreign currency translation gain (loss)

(88)

(84)

Unrealized gain (loss) from hedging activities

(18)

Pension adjustment gain (loss)

(3)

Other comprehensive income (loss), net of tax

(69)

Comprehensive income

468

497

591

Comprehensive income attributable to noncontrolling interests:

Net income

(20)

(28)

(29)

Foreign currency translation loss (gain)

(5)

Comprehensive income attributable to noncontrolling interests

(25)

(21)

(23)

Comprehensive income attributable to Henry Schein, Inc.

443

476

568

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS' EQUITY

(in millions,

except share and per 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 26, 2020

142,462,571

3,455

(108)

636

3,984

Net income (excluding $

attributable to Redeemable

noncontrolling interests)

631

637

Foreign currency translation loss (excluding loss of $

attributable to Redeemable noncontrolling interests)

(78)

Unrealized gain from hedging activities,

net of tax of $

Pension adjustment gain, including tax of $

Distributions to noncontrolling shareholders

(11)

Change in fair value of redeemable securities

(160)

Noncontrolling interests and adjustments related to

business acquisitions

Repurchase and retirement of common stock

(5,505,704)

(53)

(348)

(401)

Stock-based compensation expense

303,643

Shares withheld for payroll taxes

(114,952)

(8)

Transfer of charges in excess of capital

143

(143)

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

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)

Years Ended

December 30,

December 31,

December 25,

2023

2022

2021

Cash flows from operating activities:

Net income

436

566

660

Adjustments to reconcile net income to net cash provided

by operating activities:

Depreciation and amortization

248

212

210

Impairment charge on intangible assets

Impairment of capitalized software

Non-cash restructuring charges

Gain on sale of equity investment

(10)

Stock-based compensation expense

Provision for (benefits from) losses on trade and other

accounts receivable

(8)

Benefit from deferred income taxes

(20)

(73)

(11)

Equity in earnings of affiliates

(14)

(15)

(20)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(2)

Other

(3)

(20)

(10)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(327)

(7)

Inventories

231

(126)

(295)

Other current assets

(138)

(52)

Accounts payable and accrued expenses

(56)

(96)

Net cash provided by operating activities

500

602

710

Cash flows from investing activities:

Purchases of property and equipment

(147)

(96)

(79)

Payments related to equity investments and business acquisitions,

net of cash acquired

(955)

(158)

(571)

Proceeds from sale of equity investment

Proceeds from loan to affiliate

(4)

Settlements for net investment hedges

Capitalized software costs

(40)

(32)

(33)

Other

(21)

(1)

Net cash used in investing activities

(1,135)

(276)

(677)

Cash flows from financing activities:

Net change in bank credit lines

153

(18)

Proceeds from issuance of long-term debt

1,368

270

305

Principal payments for long-term debt

(468)

(59)

(122)

Debt issuance costs

(3)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(250)

(485)

(401)

Payments for taxes related to shares withheld for employee

taxes

(34)

(32)

(8)

Distributions to noncontrolling shareholders

(47)

(21)

(26)

Acquisitions of noncontrolling interests in subsidiaries

(19)

(38)

(60)

Net cash provided by (used in) financing activities

701

(315)

(333)

Effect of exchange rate changes on cash and cash equivalents

(12)

(3)

Net change in cash and cash equivalents

(1)

(303)

Cash and cash equivalents, beginning of period

117

118

421

Cash and cash equivalents, end of period

171

117

118

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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 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, technology and other value-

added 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, Australia, Austria, Belgium, Brazil, Canada, Chile, China, the

Czech Republic, France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg,

Malaysia, Mexico, Morocco, the Netherlands, New Zealand, Poland, Portugal,

Singapore, 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.

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.

We consolidate the results of operations and financial position of a trade accounts receivable securitization which

we consider a Variable Interest Entity (“VIE”) because we are its primary beneficiary as 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 benefits.

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 30, 2023 and December 31, 2022,

certain trade accounts receivable that can only be used to settle

obligations of this VIE were $

284

million and $

327

million, respectively, and the liabilities of this VIE where the

creditors have recourse to us were $

210

million and $

255

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:

•

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;

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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 10 – 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 doubtful accounts; redeemable noncontrolling

interests; 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 30, 2023 consisted of

weeks, and the years ended December

31, 2022 and December 25, 2021 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 (Health care distribution

revenues), software products and services and other sources (Technology and value-added services 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 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 is recognized at the

point in time when control transfers to

the customer.

Such sales typically entail high-volume, low-dollar orders

shipped using third-party common

carriers.

We believe that the shipment date is the most appropriate point in time indicating control has transferred

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

to the customer.

On the shipment date, we have no post-shipment obligations,

legal title and risks and rewards of

ownership transfer to the customer and we have an enforceable right

to payment.

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 product generally carries standard warranty terms provided

by the manufacturer; however, in

instances where we provide warranty labor services, the warranty costs

are accrued in accordance with Accounting

Standards Codification (“ASC”) Topic 460 Guarantees.

At December 30, 2023 and December 31, 2022, 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 revenue to software by the residual

method, using an estimate of the standalone

selling price to estimate the fair value of the undelivered elements.

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 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 – Revenue 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.

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 an inventory

asset (and a corresponding adjustment to

cost of sales) for any products that we expect to be returned

and resaleable.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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, $

103

million and $

million for the years ended December 30,

2023, December 31, 2022 and December 25, 2021, 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 $

million, $

million and $

million for the years ended December 30, 2023, December 31, 2022

and

December 25, 2021, 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 30, 2023, December 31, 2022 and

December

25, 2021, 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.

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.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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 30, 2023 and December 31, 2022.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are generally recognized when health care distribution

and technology and value-added

services revenues are recognized.

In accordance with the “expected credit loss” model, the carrying amount

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 $

1,863

million, $

1,442

million, and $

1,452

million at December 30, 2023,

December 31, 2022, and December 25, 2021, respectively.

Our allowance for credit losses was $

million, $

million $

million, and $

million as of December 30, 2023, December 31, 2022, December 25, 2021,

and

December 26, 2020, respectively.

Additions to the allowance for the years ended December 30, 2023,

December

31, 2022 and December 25, 2021 were $

million, $

million and $

million, respectively.

Deductions to the

allowance for the years ended December 30, 2023, December 31, 2022

and December 25, 2021, were $

million,

million and $

million

, respectively.

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 30,

2023 and December 31, 2022 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.

December 30, 2023 and December 31, 2022, the current and non-current contract

liabilities were $

million and

million, and $

million and $

million, respectively. During the year ended December 30, 2023, we recognized

substantially all of the current contract liability amounts that were previously

deferred at December 31, 2022.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

December 25, 2021, the current and non-current contract liabilities were

million and $

million.

During the

year ended December 31, 2022, we recognized substantially all of the current

contract liability amounts that were

previously deferred at December 25, 2021.

Current contract liabilities at December 30, 2023 included

balances of

million related to business acquisitions completed in 2023.

Acquisition-related contract liability amounts at

December 31, 2022 and December 25, 2021 were immaterial.

Inventories and Reserves

Inventories consist primarily of finished goods and are valued at

the lower of cost or net realizable value.

Cost is

determined by the weighted-average first-in, first-out method for merchandise

and by actual cost for large

equipment and high tech equipment.

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 6 – 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 internal-use software costs consist of costs to purchase and

develop software.

For software to be used

solely to meet internal needs and for cloud-based applications used to deliver

our services, we capitalize costs

incurred during the 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

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.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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.

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 regard our reporting units to be our operating segments:

global dental; global medical; and technology and value-added services.

Goodwill was allocated to such reporting

units, for the purposes of preparing our impairment analyses, based on

a specific identification basis.

For the years ended December 30, 2023 and December 31, 2022, we tested goodwill

for impairment, on the first

day of the fourth quarter, using a quantitative analysis comparing the carrying value of our reporting

units,

including goodwill, to their estimated fair values using a discounted

cash flow methodology.

When the estimated

fair value of a reporting unit exceeds its carrying amount, goodwill of the

reporting unit is considered not

impaired.

Conversely, when a reporting unit’s carrying value exceeds its fair value, an impairment charge against

goodwill, limited to the total amount of goodwill allocated to that

reporting unit, is recognized.

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

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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.

For the year ended December 30, 2023 and December 25, 2021, the results of

our goodwill impairment analysis did

t result in any impairments.

For the year ended December 31, 2022 we recorded a $

million impairment of

goodwill relating to the disposal of an unprofitable business whose

estimated fair value was lower than its carrying

value.

The disposal of this business is part of our restructuring initiative

as more fully discussed in

Note 15 – Plans

of Restructuring and Integration Costs

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

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-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 30, 2023, December 31, 2022

and December 25, 2021, 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 8 –

Goodwill and Other Intangibles, Net

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 expected future

earnings and cash flows and, if such

earnings and cash flows are not achieved, the value of the redeemable noncontrolling

interests might be impacted.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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

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.

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.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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.

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 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.

On December 26, 2021 we adopted Accounting Standards Update

(“ASU”) No. 2021 – 08,

“Accounting for

Contract Assets and Contract Liabilities from Contracts with Customers” (Subtopic 805).

ASU 2021 – 08 requires

an acquirer to recognize and measure contract assets and contract liabilities acquired

in a business combination in

accordance with ASU No. 2014 - 09, “Revenue from Contracts with Customers”

(Topic 606).

At the acquisition

date, an acquirer should account for the related revenue contracts in accordance

with Topic 606 as if it had

originated the contracts.

To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine

what to record for the acquired revenue contracts.

Generally, this should result in an acquirer recognizing and

measuring the acquired contract assets and contract liabilities consistent with how

they were recognized and

measured in the acquiree’s financial statements.

Our adoption of ASU 2021 - 08 did not have a material impact on

our consolidated financial statements.

On December 27, 2020 we adopted ASU No. 2019-12,

“Income Taxes” (Topic

740): Simplifying the Accounting

for Income Taxes

(“ASU 2019-12”).

ASU 2019-12 simplifies the accounting for income taxes by

removing certain

exceptions to the general principles in Topic 740.

The amendments also improve consistent application of and

simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

Our adoption of

ASU 2019-12 did not have a material impact on our consolidated

financial statements.

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (“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

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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.

In November 2023, the FASB issued ASU 2023-07, “

Segment Reporting (Topic 280): Improvements to Reportable

Segments

,” 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.

Currently, Topic

280 requires that a public entity disclose certain information about its

reportable

segments.

For example, a public entity is required to report a measure of

segment profit or loss that the CODM

uses to assess segment performance and make decisions about allocating

resources.

Topic 280 also requires other

specified segment items and amounts, such as depreciation, amortization,

and depletion expense, to be disclosed

under certain circumstances.

The amendments in this ASU do not change or remove those disclosure

requirements

and 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.

This ASU is effective for fiscal years

beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

We do not expect that the requirements of ASU 2023 – 07 will have a material impact

on our consolidated financial statements.

Note 2 – Cybersecurity Incident

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.

We reported the incident to law enforcement

authorities, restored affected systems and applications, our distribution operations

resumed and we reactivated our

ecommerce platform. Subsequently, on or about November 8, 2023, we determined that the threat actor obtained

personal and sensitive information maintained on our systems belonging

to certain third parties and since that date

we have notified affected and potentially affected parties as appropriate.

The scope of personal and sensitive data

impacted is still under investigation.

On November 22, 2023, we experienced a disruption

of our ecommerce

platform and related applications, which has since been remediated.

The incident adversely impacted our financial

results for the fourth quarter and full year 2023.

During the year ended December 30, 2023, we incurred $

million of expenses directly related to the

cybersecurity incident, mostly consisting of professional fees.

We maintain cybersecurity insurance, subject to

certain retentions and policy limitations.

With respect to the October 2023 cybersecurity incident, we have a $

million insurance policy, following a $

million retention.

Table of Contents

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

The following table disaggregates our net sales by reportable and operating segment

and geographic area:

Year

Ended

December 30, 2023

North America

International

Global

Net sales:

Health care distribution

Dental

4,500

3,039

7,539

Medical

3,897

3,994

Total health care distribution

8,397

3,136

11,533

Technology

and value-added services

705

101

806

Total net sales

9,102

3,237

12,339

Year

Ended

December 31, 2022

North America

International

Global

Net sales:

Health care distribution

Dental

4,628

2,845

7,473

Medical

4,375

4,451

Total health care distribution

9,003

2,921

11,924

Technology

and value-added services

633

723

Total net sales

9,636

3,011

12,647

Year

Ended

December 25, 2021

North America

International

Global

Net sales:

Health care distribution

Dental

4,506

3,038

7,544

Medical

4,107

103

4,210

Total health care distribution

8,613

3,141

11,754

Technology

and value-added services

560

647

Total net sales

9,173

3,228

12,401

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 4 – Segment and Geographic Data

We conduct our business through

two

reportable segments: (i) health care distribution and (ii) technology

and

value-added services.

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

Our global

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.

Our

dental and medical groups serve practitioners in

countries worldwide.

The health care distribution reportable segment aggregates our global dental

and medical operating segments.

This

segment distributes consumable products, dental specialty products, small

equipment, laboratory products, large

equipment, equipment repair services, branded and generic pharmaceuticals,

vaccines, surgical products, diagnostic

tests, infection-control products, personal protective equipment products (“PPE”)

and vitamins.

Our global technology and value-added services reportable segment provides

software, technology and other value-

added services to health care practitioners.

Our technology offerings include practice management software

systems for dental and medical practitioners.

Our value-added practice solutions include practice consultancy,

education, revenue cycle management and financial services on a non-recourse

basis, e-services, practice

technology, network and hardware services, as well as continuing education services for practitioners.

The following tables present information about our reportable and operating

segments:

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

Net sales:

Health care distribution

(1)

Dental

7,539

7,473

7,544

Medical

3,994

4,451

4,210

Total health care distribution

11,533

11,924

11,754

Technology

and value-added services

(2)

806

723

647

Total

12,339

12,647

12,401

(1)

Consists of consumable products, dental specialty products (including implant, orthodontic and endodontic products), small

equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical

products, diagnostic tests, infection-control products, PPE products and vitamins.

(2)

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

practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing

education services for practitioners, consulting and other services.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Years

ended

December 30,

December 31,

December 25,

2023

2022

2021

Operating Income:

Health care distribution

470

619

727

Technology

and value-added services

145

128

125

Total

615

747

852

Income before taxes and equity in earnings of affiliates:

Health care distribution

396

592

706

Technology

and value-added services

146

129

125

Total

542

721

831

Depreciation and Amortization:

Health care distribution

184

160

157

Technology

and value-added services

Total

248

212

210

Interest Income:

Health care distribution

Technology

and value-added services

Total

Interest Expense:

Health care distribution

Technology

and value-added services

Total

Income Tax

Expense:

Health care distribution

141

168

Technology

and value-added services

Total

120

170

198

Equity in Earnings of Affiliates:

Health care distribution

Technology

and value-added services

Total

Purchases of Property and Equipment:

Health care distribution

139

Technology

and value-added services

Total

147

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

As of

December 30,

December 31,

December 25,

2023

2022

2021

Total

Assets:

Health care distribution

9,083

7,287

7,157

Technology

and value-added services

1,490

1,320

1,324

Total

10,573

8,607

8,481

The following table presents information about our operations by geographic

area as of and for the years ended

December 30, 2023, December 31, 2022 and December 25, 2021.

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.

2023

2022

2021

Net Sales

Long-Lived

Assets

Net Sales

Long-Lived

Assets

Net Sales

Long-Lived

Assets

United States

8,631

3,434

9,190

2,891

8,722

2,981

Other

3,708

2,180

3,457

1,256

3,679

1,232

Consolidated total

12,339

5,614

12,647

4,147

12,401

4,213

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 5 – Business Acquisitions and Divestiture

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 Shield Healthcare

On October 2, 2023 we acquired a

% voting equity interest in Shield Healthcare, Inc. (“Shield”), a supplier

homecare medical products delivered directly to patients in their homes.

Based in California, 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.

The following table aggregates

the preliminary estimated fair value, as of the date of acquisition, of

consideration

paid and net assets acquired in the Shield acquisition:

2023

Acquisition consideration:

Cash

307

Deferred consideration

Redeemable noncontrolling interest

Total consideration

366

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

166

Other noncurrent assets

Current liabilities

(24)

Deferred income taxes

(41)

Other noncurrent liabilities

(7)

Total identifiable

net assets

149

Goodwill

217

Total net assets acquired

366

Goodwill is a result of expected 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 preliminary 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

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

The accounting for the acquisition of Shield has not been completed

in several respects, including but not limited to

finalizing valuation assessments of accounts receivable, inventory, accrued liabilities and income and non-income

based taxes.

To assist in the allocation of consideration,

we engaged valuation specialists to determine the fair

value of intangible and tangible assets acquired and liabilities assumed.

will finalize the amounts recognized as

the information necessary to complete the analysis is obtained.

We expect to finalize these amounts as soon as

possible but no later than one year from the acquisition date.

The pro forma financial information has not been

presented because the impact of the Shield acquisition during the year ended

December 30, 2023 was immaterial to

our consolidated financial statements.

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.”).

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.

S.I.N. recently expanded the distribution of its

products into the United States and other international markets.

The following table aggregates the preliminary estimated fair value, as of

the date of acquisition, of consideration

paid and net assets acquired in the S.I.N., including measurement period

adjustments recorded through December

30, 2023:

Preliminary

Allocation as

of September

30, 2023

Measurement

Period

Adjustments

Preliminary

Allocation as

of December

30, 2023

Acquisition consideration:

Cash

326

329

Total consideration

326

329

Identifiable assets acquired and liabilities assumed:

Current assets

(8)

Intangible assets

155

(68)

Other noncurrent assets

Current liabilities

(33)

Long-term debt

(22)

Deferred income taxes

(55)

(35)

Other noncurrent liabilities

(27)

Total identifiable

net assets

126

(43)

Goodwill

200

246

Total net assets acquired

326

329

Goodwill is a result of expected 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.

Measurement period

adjustments recorded in the year ended December 30, 2023 were primarily

a result of finalization of net working

capital adjustments and third party intangible valuations.

The following table summarizes the preliminary identifiable intangible assets

acquired as part of the acquisition of

S.I.N.:

2023

Weighted Average

Useful

Lives (in years)

Customer relationships and lists

Trademarks / Tradenames

Product development

Total

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

The accounting for the acquisition of S.I.N. has not been completed

in several respects, including but not limited to

finalizing valuation assessments of accounts receivable, inventory, accrued liabilities and income and non-income

based taxes.

To assist in the allocation of consideration,

we engaged valuation specialists to determine the fair

value of intangible and tangible assets acquired and liabilities assumed.

will finalize the amounts recognized as

the information necessary to complete the analysis is obtained.

We expect to finalize these amounts as soon as

possible but no later than one year from the acquisition date.

The pro forma financial information has not been

presented because the impact of the S.I.N. acquisition during the year ended

December 30, 2023 was immaterial to

our consolidated financial statements.

Acquisition of Biotech Dental

On April 5, 2023, we acquired a

% voting equity interest in Biotech Dental (“Biotech Dental”), which

is a

provider of dental implants, clear aligners, individualized prosthetics,

and innovative digital dental software based

in France.

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.

The integration of Biotech Dental’s software with Henry Schein One’s industry-leading practice

management software solutions will help customers streamline their

clinical as well as administrative workflow for

the ultimate benefit of patients.

The following table aggregates the preliminary estimated fair value, as

of the date of acquisition, of consideration

paid and net assets acquired in the Biotech Dental acquisition, including

measurement period adjustments recorded

through December 30, 2023:

Preliminary

Allocation as

of July 1, 2023

Measurement

Period

Adjustments

Allocation as

of December

30, 2023

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

119

147

Other noncurrent assets

Current liabilities

(50)

(9)

(59)

Long-term debt

(90)

(74)

Deferred income taxes

(38)

(7)

(45)

Other noncurrent liabilities

(16)

(7)

(23)

Total identifiable

net assets

110

Goodwill

344

(31)

313

Total net assets acquired

423

Goodwill is a result of expected synergies that are expected to originate from the

acquisition as well as the expected

growth potential of Biotech Dental.

The acquired goodwill is deductible for tax purposes.

Measurement period

adjustments recorded in the year ended December 30, 2023 were primarily

a result of preliminary third party

intangible valuation and various other adjustments.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

The following table summarizes the preliminary identifiable intangible assets

acquired as part of the acquisition of

Biotech Dental:

2023

Weighted Average

Useful

Lives (in years)

Customer relationships and lists

Trademarks / Tradenames

Product development

Total

147

The accounting for the acquisition of Biotech Dental has

not been completed in several areas, including but not

limited to pending assessments of accounts receivable, inventory, intangible assets, accrued liabilities and income

and non-income based taxes.

To assist in the allocation of consideration, we engaged valuation specialists to

determine the fair value of intangible and tangible assets acquired and liabilities

assumed.

We will finalize the

amounts recognized as the information necessary to complete the

analysis is obtained.

We expect to finalize these

amounts as soon as possible but no later than one year from the acquisition

date.

The pro forma financial

information has not been presented because the impact of the Biotech Dental

acquisition during the year ended

December 30, 2023 was immaterial to our consolidated financial statements.

Other 2023 Acquisitions

During the year ended December 30, 2023, we acquired companies within

the health care distribution and

technology and value-added services segments.

Our acquired ownership interest ranged between

% to

100

The following table aggregates

the preliminary estimated fair value, as of the date of acquisition, of

consideration

paid and net assets acquired for these acquisitions during the year ended

December 30, 2023:

2023

Acquisition consideration:

Cash

168

Deferred consideration

Estimated fair value of contingent consideration payable

Fair value of previously held equity method investment

Redeemable noncontrolling interests

Total consideration

284

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

116

Other noncurrent assets

Current liabilities

(23)

Deferred income taxes

(11)

Long-term debt

(8)

Other noncurrent liabilities

(10)

Total identifiable

net assets

113

Goodwill

171

Total net assets acquired

284

Goodwill is a result of the expected 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.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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 10 – Fair Value Measurements

The following table summarizes the preliminary identifiable intangible

assets acquired during the year ended

December 30, 2023 and their estimated useful lives as of the date of the acquisition:

2023

Weighted Average

Useful

Lives (in years)

Customer relationships and lists

Trademarks / Tradenames

Non-compete agreements

Product development

Patents

Other

Total

116

The pro forma financial information has not been presented because the

impact of the acquisitions during the year

ended December 30, 2023 was immaterial to our consolidated financial

statements.

2022 Acquisitions

We completed several acquisitions during the year ended December 31, 2022, which were immaterial to our

consolidated financial statements.

Our acquired ownership interests ranged from between

% to

100

Acquisitions in our health care distribution segment included companies

that specialize in the distribution of dental

products.

Within our technology and value-added services segment, we acquired a company that educates and

connects dental office managers, practice administrators and dental business leaders

across North America.

The following table aggregates the estimated fair value, as of the

date of acquisition, of consideration paid and net

assets acquired for acquisitions during the year ended December 31, 2022.

Approximately half of the acquired

goodwill is deductible for tax purposes.

2022

Acquisition consideration:

Cash

158

Deferred consideration

Fair value of previously held equity method investment

Redeemable noncontrolling interests

Total consideration

193

Identifiable assets acquired and liabilities assumed:

Current assets

Intangible assets

Other noncurrent assets

Current liabilities

(29)

Deferred income taxes

(6)

Other noncurrent liabilities

(8)

Total identifiable

net assets

107

Goodwill

Total net assets acquired

193

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

The following table summarizes the identifiable intangible assets acquired during

the year ended December 31,

2022 and their estimated useful lives as of the date of the acquisition:

Estimated

Useful Lives

2022

(in years)

Customer relationships and lists

Trademarks / Tradenames

Non-compete agreements

Other

Total

2021 Acquisitions

We completed several acquisitions during the year ended December 25, 2021, which were immaterial to our

financial statements.

Our acquired ownership interests ranged from between approximately

% to

100

Acquisitions within our health care distribution segment included companies

that specialize in the distribution and

manufacturing of dental and medical products, a provider of home

medical supplies, and a provider of product

kitting and sterile packaging.

Within our technology and value-added services segment, we acquired companies

that focus on dental marketing and website solutions, practice transition

services, revenue cycle management, and

business analytics and intelligence software.

Approximately half of the acquired goodwill is deductible for tax

purposes.

The following table aggregates the estimated fair value, as of the date of

acquisition, of consideration paid and net

assets acquired for acquisitions during the year ended December 25, 2021

2021

Acquisition consideration:

Cash

579

Deferred consideration

Estimated fair value of contingent consideration receivable

(5)

Fair value of previously held equity method investment

Redeemable noncontrolling interests

181

Total consideration

774

Identifiable assets acquired and liabilities assumed:

Current assets

195

Intangible assets

317

Other noncurrent assets

Current liabilities

(93)

Deferred income taxes

(26)

Other noncurrent liabilities

(46)

Total identifiable

net assets

398

Goodwill

376

Total net assets acquired

774

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

The following table summarizes the identifiable intangible assets acquired during

the year ended December 25,

2021 and their estimated useful lives as of the date of the acquisition:

Estimated

Useful Lives

2021

(in years)

Customer relationships and lists

220

Trademarks / Tradenames

Product development

Non-compete agreements

Other

Total

317

For the years ended December 30, 2023, December 31, 2022 and December

25, 2021, there were no material

adjustments recorded in our financial statements relating to acquisitions

for which provisional amounts were

recorded in prior periods.

At December 25, 2021 we recorded an estimated contingent consideration

receivable of

million, which was subsequently increased by an additional $

million during 2022, by crediting income from

operations, based on delays in timing of government approval of a certain

product.

During the years ended December 30, 2023, December 31, 2022

and December 25, 2021 we incurred $

million,

million and $

million in acquisition costs, which are included in “selling, general

and administrative” within

our consolidated statements of income.

Divestiture

In the third quarter of 2021 we received contingent proceeds of $

million from the 2019 sale of Hu-Friedy,

resulting in the recognition of an after-tax gain of $

million.

During the fourth quarter of 2020 we received

contingent proceeds of $

million from the 2019 sale of Hu-Friedy, resulting in the recognition of an after-tax gain

of $

million.

We do not expect to receive any additional proceeds from the sale of Hu-Friedy.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 6 – Property and Equipment, Net

Property and equipment, including related estimated useful lives, consisted

of the following as of:

December 30,

December 31,

2023

2022

Land

Buildings and permanent improvements

166

135

Leasehold improvements

103

Machinery and warehouse equipment

243

169

Furniture, fixtures and other

137

127

Computer equipment and software

500

411

1,170

956

Less accumulated depreciation and amortization

(672)

(573)

Property and equipment, net

498

383

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 30, 2023, December 31, 2022

and December 25, 2021, was $

million, $

million and $

million, respectively.

Please see

Note 7 – 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 costs, within our

healthcare distribution segment.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 7 – 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 30,

December 31,

December 25,

2023

2022

2021

Operating lease cost:

132

Variable

lease cost

Short-term lease cost

Total operating lease cost

(1)

121

150

103

Finance lease cost

Total lease cost

126

153

106

(1)

Total operating lease cost for the years ended December 30, 2023, December 31, 2022 and December 25, 2021, 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 30, 2023,

December 31, 2022 and December 25, 2021, we recognized an

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 30,

December 31,

2023

2022

Operating Leases:

Operating lease right-of-use assets

325

284

Current operating lease liabilities

Non-current operating lease liabilities

310

275

Total operating lease liabilities

390

348

Finance Leases:

Property and equipment, at cost

Accumulated depreciation

(9)

(6)

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

6.6

6.7

Finance leases

2.6

3.1

Weighted Average

Discount Rate:

Operating leases

3.6

2.8

Finance leases

4.0

3.3

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Supplemental cash flow information related to leases is as follows:

Years

Ended

December 30,

December 31,

2023

2022

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 30, 2023

Operating

Finance

Leases

2024

2025

2026

2027

2028

Thereafter

119

Total future

lease payments

438

Less imputed interest

(48)

(1)

Total

390

As of December 30, 2023, 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 30,

2023, with lease terms of

one year

10 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

five months

14 years

of December 30, 2023, current and non-current liabilities associated with

related party operating leases were $

million and $

million, respectively.

At December 30, 2023 related party leases represented

6.3

% and

7.4

% of the

total current and non-current operating lease liabilities, respectively.

As of December 31, 2022, current and non-

current liabilities associated with related party operating leases were

million and $

million, respectively.

December 31, 2022 related party leases represented

5.0

% and

5.3

% of the total current and non-current operating

lease liabilities, respectively.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 8 – Goodwill and Other Intangibles, Net

Changes in the carrying amounts

of goodwill for the years ended December 30, 2023 and December

31, 2022 were

as follows:

Health Care

Distribution

Technology

and

Value-Added

Services

Total

Balance as of December 25, 2021

1,831

1,023

2,854

Adjustments to goodwill:

Acquisitions

(1)

Impairment

(20)

Foreign currency translation

(22)

(4)

(26)

Balance as of December 31, 2022

1,875

1,018

2,893

Adjustments to goodwill:

Acquisitions

827

118

945

Foreign currency translation

Balance as of December 30, 2023

2,737

1,138

3,875

For the year ended December 31, 2022, we recorded a $

million impairment of goodwill relating to the disposal

of an unprofitable business whose estimated fair value was lower than

its carrying value.

The disposal of this

business is part of our restructuring initiative as more fully discussed

Note 15 – Plans of Restructuring and

Integration Costs

Other intangible assets consisted of the following:

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

December 31, 2022

Weighted Average

Accumulated

Remaining Life

Cost

Amortization

Net

(in years)

Customer relationships and lists

826

(387)

439

Trademarks / Tradenames

125

(51)

Product development

(56)

Non-compete agreements

(6)

Other

(10)

Total

1,097

(510)

587

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.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Amortization expense, excluding impairment charges, related to definite-lived intangible assets

for the years ended

December 30, 2023, December 31, 2022 and December 25, 2021, was $

152

million, $

126

million and $

124

million.

During the year ended December 30, 2023 we recorded $

million of impairment charges related to businesses in

our health care distribution segment, the components of which were

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.

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 15 – Plans of Restructuring and Integration Costs

for additional

details.

During the year ended December 31, 2022 we recorded $

million of impairment charges related to businesses in

our health care distribution segment, the components of which were

a $

million charge related to the disposal of

an unprofitable business and a $

million charge related to customer lists and relationships attributable to

customer attrition rates being higher than expected in certain other health

care distribution businesses.

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.

Please see

Note 15 – Plans of

Restructuring and Integration Costs

for additional details.

During the year ended December 25, 2021, we recorded a $

million impairment charge related ratably to a

business within our health care distribution segment and a business within

our technology and value-added services

segment.

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 2024 through

2028 is $

157

million, $

138

million, $

121

million, $

109

million and $

million.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 9 – Investments and Other

Investments and other consisted of the following:

December 30,

December 31,

2023

2022

Investments in unconsolidated affiliates

180

161

Non-current deferred foreign, state and local income taxes

Notes receivable

(1)

Capitalized costs for software to be sold, leased or marketed to external

users

Security deposits

Acquisition-related indemnification

Non-current pension assets

Other long-term assets

Total

471

472

(1)

Long-term notes receivable carry interest rates ranging from

3.0

% to

10.0

% and are due in varying installments through

November 21, 2028

Amortization expense, primarily related to capitalized costs for software to

be sold, leased or marketed to external

users, for the years ended December 30, 2023, December 31, 2022 and

December 25, 2021, was $

million, $

million and $

million, respectively, and is included in the selling, general and administrative line within our

consolidated statements of income.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

Note 10 – 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 are a reasonable

estimate of fair value based on the interest rates in the applicable markets.

Our investments and 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 30, 2023 and December 31, 2022 was

estimated at $

2,351

million and $

1,149

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 agreements, forecasted

inventory purchase commitments,

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 19 – Redeemable Noncontrolling

Interests

for additional information.

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 8 – Goodwill and Other Intangibles, Net

for additional information.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

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 30, 2023 and December 31,

2022:

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

December 31, 2022

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

Total liabilities

Redeemable noncontrolling interests

576

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

100

Note 11 – 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 counter-parties.

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 either of the years ended December 30, 2023

or December 31, 2022.

With

respect to our sources of supply, our top 10 health care distribution suppliers and our single largest supplier

accounted for approximately

% and

%, respectively, of our aggregate purchases for the year ended December

30, 2023 and approximately

% and

%, respectively, of our aggregate purchases for the year ended December

31, 2022.

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 counter-parties, we conduct ongoing

assessments of their financial and

operational performance.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

101

Note 12 – 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 these net investment

hedges, which matured on

November 16, 2023

, was approximately €

200

million.

The aggregate notional value of

this net investment hedge, which matures on

November 3, 2028

, is approximately €

300

million.

During the years

ended December 30, 2023, December 31, 2022, and December 25, 2021,

we recorded an increase/(decrease) of

(32)

million, $

million, and $

million, respectively, within other comprehensive income related to these foreign

currency forward contracts.

See

Note 10 – 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 30, 2023, the notional value of the

investments in these plans was $

million.

At December 30, 2023, the financing blended rate for

this swap was

based on the Secured Overnight Financing Rate (“SOFR”) of

5.33

% plus

0.52

%, for a combined rate of

5.85

For

the years ended December 30, 2023, December 31, 2022,

and December 25, 2021, 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 18 –

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 30, 2023, the

notional value of the interest rate swap agreements was $

741

million.

For the year ended December 30, 2023, we

recorded, within accumulated other comprehensive loss within our consolidated

balance sheets, a loss of $

million 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

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

102

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 30, 2023 and December 31, 2022:

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)

December 31, 2022

Notional

Amount

Classification

Fair

Value

Maturity Date

Derivatives used in cash flow hedges:

Foreign currency forward contracts

123

Prepaid expenses and other

December 28, 2023

Derivatives used in net investment hedges:

Foreign currency forward contracts

200

Prepaid expenses and other

November 16, 2023

Undesignated hedging relationships:

Total return

swaps

Accrued expenses, other

(3)

January 4, 2023

Total

401

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 30, 2023, December 31, 2022 and December

25, 2021:

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

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 30, 2023, December 31, 2022,

and December 25, 2021.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

103

Note 13 – Debt

Bank Credit Lines

Bank credit lines consisted of the following:

December 30,

December 31,

2023

2022

Revolving credit agreement

200

Other short-term bank credit lines

103

Total

264

103

Revolving Credit Agreement

August 20, 2021

, we entered a $

1.0

billion revolving credit agreement (the “Revolving Credit Agreement”)

which was scheduled to mature on

August 20, 2026

July 11, 2023

, we amended and restated the Revolving

Credit Agreement to, among other things, extend the maturity date

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.

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 30, 2023 and December 31, 2022, we had $

200

million and $

million in borrowings, respectively under this revolving credit facility.

During the year ended

December 30, 2023, the average outstanding balance under the Revolving Credit

Agreement was approximately

million.

As of December 30, 2023 and December 31, 2022, there were $

million and $

million of letters of

credit, respectively, provided to third parties under this Revolving Credit Agreement.

Other Short-Term Bank Credit

Lines

As of December 30, 2023 and December 31, 2022, we had various other

short-term bank credit lines available, in

various currencies, with a maximum borrowing capacity of $

368

million and $

402

million, respectively.

As of

December 30, 2023 and December 31, 2022, $

million and $

103

million, respectively, were outstanding.

During

the year ended December 30, 2023, the average outstanding balances under our

various other short-term bank credit

lines was approximately $

115

million.

At December 30, 2023 and December 31, 2022, borrowings under

other

short-term bank credit lines had weighted average interest rates of

6.02

% and

10.11

%, respectively.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

104

Long-term debt

Long-term debt consisted of the following:

December 30,

December 31,

2023

2022

Private placement facilities

1,074

699

U.S. trade accounts receivable securitization

210

330

Term loan

741

Various

collateralized and uncollateralized loans payable with interest,

in varying installments through 2030 at interest rates

from

0.00

% to

9.42

% at December 30, 2023 and

from

0.00

% to

3.50

% at December 31, 2022

Finance lease obligations

Total

2,087

1,046

Less current maturities

(150)

(6)

Total long-term debt

1,937

1,040

As of December 30, 2023,

the aggregate amounts of long-term debt, including finance lease obligations

and net of

deferred debt issuance costs of $

million, maturing in each of the next five years and thereafter

are as follows:

2024

150

2025

231

2026

721

2027

104

2028

179

Thereafter

702

Total

2,087

Private Placement Facilities

Our private placement facilities include 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

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.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

105

The components of our private placement facility borrowings, which

have a weighted average interest rate of

3.65

%, as of December 30, 2023 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

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

This facility agreement has a purchase limit of

450

million with

two

banks as agents, and expires on

December 15, 2025

As of December 30, 2023 and December 31, 2022, the borrowings outstanding

under this securitization facility

were $

210

million and $

330

million, respectively.

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

At December 31, 2022, the interest rate on borrowings under

this facility was based on the asset-backed

commercial paper rate of

4.58

% plus

0.75

%, for a combined rate of

5.33

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.

On December 20, 2023 and February 23, 2024, we amended this facility

to temporarily adjust certain covenant

levels.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

106

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 2023 through June 2024 and quarterly

payments of $

million from September 2024 through June 2026, with the remaining balance

due in July 2026.

of December 30, 2023, the borrowings outstanding under this term

loan were $

741

million.

At December 30, 2023,

the interest on this Term Credit Agreement was

5.36

% plus

1.35

% for a combined rate of

6.71

However, we

have a hedge in place (see

Note 12 – Derivatives and Hedging Activities

for additional information) that ultimately

creates an effective fixed rate of

5.79

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.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

107

Note 14 – Income Taxes

Income before taxes and equity in earnings of affiliates was as follows:

Years

ended

December 30,

December 31,

December 25,

2023

2022

2021

Domestic

424

506

593

Foreign

118

215

238

Total

542

721

831

The provisions for income taxes were as follows:

Years

ended

December 30,

December 31,

December 25,

2023

2022

2021

Current income tax expense:

U.S. Federal

150

129

State and local

Foreign

Total current

140

243

209

Deferred income tax expense (benefit):

U.S. Federal

(48)

(12)

State and local

(3)

(13)

(3)

Foreign

(26)

(12)

Total deferred

(20)

(73)

(11)

Total provision

120

170

198

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

108

The tax effects of temporary differences that give rise to our deferred income tax asset (liability) were

as follows:

Years

Ended

December 30,

December 31,

2023

2022

Deferred income tax asset:

Net operating losses

Other carryforwards

Inventory, premium

coupon redemptions and accounts receivable

valuation allowances

Operating lease liability

Other asset

Total deferred income

tax asset

314

268

Valuation

allowance for deferred tax assets

(1)

(36)

Net deferred income tax asset

278

232

Deferred income tax liability

Intangibles amortization

(219)

(112)

Operating lease right-of-use asset

(65)

(61)

Property and equipment

(10)

(7)

Total deferred tax

liability

(294)

(180)

Net deferred income tax asset (liability)

(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 30, 2023, we had federal, state and foreign net operating

loss carryforwards of approximately

million, $

million and $

317

million, respectively.

The federal, state and foreign net operating loss

carryforwards will begin to expire in various years from 2024 through

2043.

The amounts of federal, state and

foreign net operating losses that can be carried-forward indefinitely are $

million, $

million and $

304

million,

respectively.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

109

The tax provisions differ from the amount computed using the federal statutory income

tax rate as follows:

Years

ended

December 30,

December 31,

December 25,

2023

2022

2021

Income tax provision at federal statutory rate

114

151

175

State income tax provision, net of federal income tax effect

Foreign income tax provision

Pass-through noncontrolling interest

(8)

(4)

Valuation

allowance

(3)

(2)

(6)

Unrecognized tax benefits and audit settlements

Interest expense related to loans

(13)

(12)

(11)

Tax on global

intangible low-taxed income ("GILTI")

Other

(6)

(4)

Total income

tax provision

120

170

198

For the year ended December 30, 2023 our effective tax rate was

22.1

%, compared to

23.5

% for the prior year

period.

In 2023, the difference between our effective tax rate and the federal statutory tax rate primarily

relates to

state and foreign income taxes and interest expense.

In 2022, the difference between our effective tax rate and the

federal statutory tax rate was primarily due to state and foreign income

taxes and interest expense.

In 2021, our

effective tax rate was

23.8

%, the difference between our effective tax rate and the federal statutory tax rate was

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 2023 and 2022, respectively, and $

million and $

million

were included in “other liabilities” for 2023 and 2022, respectively.

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 Model 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 framework.

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 we operate in jurisdictions which have

adopted Pillar 2, we are continuing to analyze the implications to effectively manage

the impact for 2024 and

beyond.

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,

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

110

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.

The total amount of unrecognized tax benefits, which are included in “other

liabilities” within our consolidated

balance sheets, as of December 30, 2023 and December 31, 2022, was $

115

million and $

million, respectively,

of which $

107

million and $

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 2019.

The tax years subject to examination by the

IRS include years 2020 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 2023, 2022 and 2021, respectively.

The total amount of accrued interest is included in “other

liabilities,” and was $

million as of December 30, 2023 and $

million as of December 31, 2022.

The amount

of penalties accrued for during the periods presented were not material to

our consolidated financial statements.

The following table provides a reconciliation of unrecognized tax benefits:

December 30,

December 31,

December 25,

2023

2022

2021

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

(2)

(1)

Reductions resulting from settlements with taxing authorities

(3)

(1)

(9)

Reductions resulting from lapse in statutes of limitations

(14)

(10)

(3)

Balance, end of period

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

111

Note 15 – Plans of Restructuring

and Integration Costs

On August 1, 2022, we committed to a restructuring plan focused on

funding the priorities of the BOLD+1 strategic

plan, streamlining operations and other initiatives to increase efficiency.

We revised our previous expectations of

completion and we have extended this initiative through the end of 2024.

We are currently unable in good faith to

make a determination of an estimate of the amount or range of amounts

expected to be incurred in connection with

these activities, both with respect to each major type of cost associated

therewith and to the total cost, or an

estimate of the amount or range of amounts that will result in future

cash expenditures.

During the years ended December 30, 2023, December 31, 2022, and December

25, 2021, we recorded

restructuring costs of $

million, $

128

million, and $

million, respectively.

The restructuring costs for these

periods primarily related to severance and employee-related costs,

impairment of intangible assets, accelerated

amortization of right-of-use lease assets and fixed assets, other lease exit

costs, and certain business exit costs

discussed below.

During the year ended December 30, 2023, in connection with our restructuring

plan, we recorded an impairment of

an intangible asset of $

million related to a planned disposal of a non-U.S. business.

The disposal is expected to

be completed in 2024.

This impairment is included in the $

million of restructuring charges discussed above.

During the year ended December 31, 2022, in connection with our

restructuring 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 and

recorded related costs of $

million, which primarily consisted of impairment of intangible

assets and goodwill,

inventory impairment, and severance and employee-related costs.

These expenses 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.

On November 20, 2019, we committed to a contemplated restructuring

initiative intended to mitigate stranded costs

associated with the spin-off of our animal health business and to rationalize operations

and provide expense

efficiencies.

These activities were originally expected to be completed by

the end of 2020 but we extended them to

the end of 2021 in light of the changes to the business environment brought

on by the COVID-19 pandemic.

The

restructuring activities under this prior initiative were completed

in 2021.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

112

Restructuring and integration costs recorded during our 2023, 2022 and

2021 fiscal years consisted of the

following:

Year

Ended December 30, 2023

Health Care Distribution

Technology

and Value-Added

Services

Restructuring

Costs

Integration

Costs

Restructuring

Costs

Integration

Costs

Total

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

Year

Ended December 31, 2022

Health Care Distribution

Technology

and Value-Added

Services

Restructuring

Costs

Integration

Costs

Restructuring

Costs

Integration

Costs

Total

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

124

131

Year

Ended December 25, 2021

Health Care Distribution

Technology

and Value-Added

Services

Restructuring

Costs

Integration

Costs

Restructuring

Costs

Integration

Costs

Total

Severance and employee-related costs

Total restructuring and integration costs

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

113

The following table summarizes, by reportable segment, the activity related

to the liabilities associated with our

restructuring initiatives for the year ended December 30, 2023.

The remaining accrued balance of restructuring

costs as of December 30, 2023, 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 condensed consolidated balance

sheets.

Technology

and

Health Care

Value-Added

Distribution

Services

Total

Balance, December 25, 2021

Restructuring and integration costs

124

128

Non-cash asset impairment and accelerated depreciation and

amortization of right-of-use lease assets and other long-lived assets

(47)

Non-cash impairment on disposal of a business

(46)

Cash payments and other adjustments

(13)

(2)

(15)

Balance, December 31, 2022

Restructuring and integration costs

Non-cash asset impairment and accelerated depreciation and

amortization of right-of-use lease assets and other long-lived assets

(13)

(2)

(15)

Non-cash impairment on disposal of a business

(12)

Cash payments and other adjustments

(46)

(8)

(54)

Balance, December 30, 2023

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

114

Note 16 – Commitments and Contingencies

Purchase Commitments

In our health care distribution 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

of December 30, 2023 were:

2024

2025

2026

2027

2028

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 2024 through 2028 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.

At this time, the

following cases are set for trial: the action filed by DCH Health Care Authority, et al. in Alabama state court, which

is currently set for a jury trial on July 8, 2024; the action filed by Mobile

County Board of Health, et al. in Alabama

state court, which has been set for a jury trial on August 12, 2024;

and 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 2023 net sales of approximately $

12.3

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.

In August 2022, Henry Schein received a Grand Jury Subpoena from the United

States Attorney’s Office for the

Western District of Virginia,

seeking documents in connection with an investigation of possible

violations of the

Federal Food, Drug & Cosmetic Act by Butler Animal Health Supply, LLC (“Butler”), a former subsidiary of

Henry Schein.

The investigation relates to the sale of veterinary prescription drugs

to certain customers.

October 2022, Henry Schein received a second Grand Jury Subpoena

from the United States Attorney’s Office for

the Western District of Virginia.

The October 2022 Subpoena seeks documents relating to payments Henry

Schein

received from Butler or Covetrus, Inc. (“Covetrus”).

Butler was spun off into a separate company and became a

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

115

subsidiary of Covetrus in 2019 and is no longer owned by Henry Schein.

We are cooperating with the

investigation.

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 cybersecurity incident described above.

On January 26, 2024, a second putative class action was

filed against the Company based on the cybersecurity 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

common law and statutory claims seeking monetary damages, injunctive

relief, costs and attorneys’ fees, and other

related relief.

The case remains pending.

We intend to defend ourselves vigorously against this action.

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 30, 2023, 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.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

116

Note 17 – Stock-Based Compensation

Stock-based awards are provided to certain employees under our 2020 Stock Incentive

Plan and to non-employee

directors under our 2023 Non-Employee Director Stock Incentive Plan

(formerly known as the 2015 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.

For 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 30, 2023, there were

70,942,657

shares authorized and

6,773,234

shares available to be granted

under the 2020 Stock Incentive Plan and

2,075,000

shares authorized and

393,309

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 2020 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, 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 plan

year), 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 metrics as defined under

the 2020 Stock Incentive Plan.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

117

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

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 30, 2023, we did

t grant any stock options.

In addition to equity-based awards granted in fiscal 2021 under the long-term

incentive program, the Compensation

Committee granted a Special Pandemic Recognition Award under the 2020 Stock Incentive Plan to recipients of

performance-based RSUs under the 2018 long-term incentive program.

The payout under the performance-based

restricted stock units granted under the fiscal 2018 long-term incentive program

(the “2018 LTIP”) was negatively

impacted by the global COVID-19 pandemic.

Given the significance of the impact of the pandemic on our

three

year EPS goal under such equity awards and the contributions made by our

employees (including those who

received such awards), on March 3, 2021, the Compensation Committee granted

a Special Pandemic Recognition

Award to recipients of performance-based restricted stock units under the 2018 LTIP who were employed by us on

the grant date of the Special Pandemic Recognition Award.

These time-based RSU awards vested

% on the first

anniversary of the grant date and

% on the second anniversary of the grant date, based on the recipient’s

continued service and subject to the terms and conditions of the 2020 Stock Incentive

Plan, and were recorded as

compensation expense using a graded vesting method.

The combination of the

% payout based on actual

performance of the 2018 LTIP and the one-time Special Pandemic Recognition Award granted in 2021 generated a

cumulative payout of

% of each recipient’s original number of performance-based restricted stock units awarded

in 2018 if the recipient satisfied the

two

-year vesting schedule commencing on the grant date.

Our consolidated statements of income reflect pre-tax share-based compensation

expense of $

million, $

million and $

million for the years ended December 30, 2023, December 31, 2022

and December 25, 2021.

Total unrecognized compensation cost related to unvested awards as of December 30, 2023 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 $

76.43

, $

85.51

and $

62.72

per share

during the years ended December 30, 2023, December 31, 2022 and December

25, 2021.

Certain stock-based compensation is required to be settled in cash.

During the year ended December 30, 2023, we

recorded a liability of $

0.1

million for stock-based compensation to be settled in cash.

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 30, 2023, December 31, 2022 and December 25, 2021.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

118

The following weighted-average assumptions were used in determining

the most recent fair values of stock options

using the Black-Scholes valuation model:

2022

2021

Expected dividend yield

Expected stock price volatility

27.80

27.10

Risk-free interest rate

3.62

1.33

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.

The following table summarizes the stock option activity for the year

ended December 30, 2023:

Stock Options

Weighted Average

Aggregate

Weighted Average

Remaining Contractual

Intrinsic

Exercise Price

Life (in years)

Value

Outstanding at beginning of year

1,117,574

71.38

Granted

Exercised

(23,498)

62.74

Forfeited

(15,617)

79.04

Outstanding at end of year

1,078,459

71.46

7.6

Options exercisable at end of year

573,459

68.43

Weighted Average

Aggregate

Number of

Weighted Average

Remaining Contractual

Intrinsic

Options

Exercise Price

Life (in years)

Value

Vested

or expected to vest

503,497

74.95

7.7

The following tables summarize the activity of our unvested RSUs for

the year ended December 30, 2023:

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

1,756,044

66.59

520,916

60.23

Granted

426,021

77.50

381,571

81.00

Vested

(433,973)

61.96

(631,458)

60.65

Forfeited

(92,699)

72.37

(62,287)

77.45

Outstanding at end of period

1,655,393

70.34

75.71

208,742

78.02

75.71

The total intrinsic value per share of RSUs that vested was $

76.85

, $

78.74

and $

73.99

during the years ended

December 30, 2023, December 31, 2022 and December 25, 2021, respectively.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

119

Note 18 – 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 30,

December 31,

2023

2022

Obligation and funded status:

Change in benefit obligation

Projected benefit obligation, beginning of period

108

128

Service costs

Interest cost

Past service cost

Actuarial gain (loss)

(19)

Benefits paid

(1)

Participant contributions

Settlements

(3)

(1)

Effect of foreign currency translation

(4)

Projected benefit obligation, end of period

125

108

Change in plan assets

Fair value of plan assets at beginning of period

Actual return on plan assets

(3)

Employer contributions

Plan participant contributions

Expected return on plan assets

Benefit received

(1)

Settlements

(2)

(1)

Effect of foreign currency translation

(2)

Fair value of plan assets at end of period

Unfunded status at end of period

(1)

Includes regular benefit payments and amounts transferred in by new

participants.

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 30, 2023 and December 31, 2022, respectively.

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HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

120

The following table provides the amounts recognized in our consolidated

balance sheets for our defined benefit

pension plans:

Years

Ended

December 30,

December 31,

2023

2022

Non-current assets

Current liabilities

(1)

Non-current liabilities

(65)

(59)

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 30,

December 31,

December 25,

2023

2022

2021

Service cost

Interest cost

Expected return on plan assets

(3)

(1)

Employee contributions

(1)

Amortization of prior service credit

Recognized net actuarial loss

Settlements

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 30,

December 31,

Pension Benefit Obligation

2023

2022

Weighted average

discount rate

2.71

1.67

Years

Ended

December 30,

December 31,

December 25,

Net Periodic Pension Cost

2023

2022

2021

Discount rate-pension benefit

1.50

1.25

0.56

Expected return on plan assets

0.51

0.81

0.71

Rate of compensation increase

1.64

1.68

1.95

Pension increase rate

0.80

0.61

0.72

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

121

The following table presents the estimated pension benefit payments that

are payable to the plan’s participants as of

December 30, 2023:

Year

2024

2025

2026

2027

2028

2029 to 2033

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 30, 2023, December 31, 2022 and December

25, 2021 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 30, 2023, December

31, 2022, and December 25,

2021, 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 30, 2023,

December 31, 2022 and December 25, 2021 amounted to $

million, $

(1)

million and $

million, respectively.

The

charges are included in selling, general and administrative within our consolidated

statements of income.

Please

see

Note 12 – Derivatives and Hedging Activities

for additional information.

Deferred Compensation Plan

During 2011, we began to 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 30, 2023, December 31, 2022 and December 25, 2021

were approximately $

million, $

(11)

million and $

million, respectively.

The charges are included in selling, general and administrative within our

consolidated statements of income.

Please see

Note 12 – Derivatives and Hedging Activities

for additional

information.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

122

Note 19 – 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 30, 2023,

December 31, 2022 and December 25, 2021, are presented in the following table:

December 30,

December 31,

December 25,

2023

2022

2021

Balance, beginning of period

576

613

328

Decrease in redeemable noncontrolling interests due to acquisitions of

noncontrolling interests in subsidiaries

(19)

(31)

(60)

Increase in redeemable noncontrolling interests due to business

acquisitions

326

189

Net income attributable to redeemable noncontrolling interests

Distributions declared, net of capital contributions

(19)

(21)

Effect of foreign currency translation gain (loss)

attributable to

redeemable noncontrolling interests

(6)

Change in fair value of redeemable securities

(11)

(4)

160

Balance, end of period

864

576

613

Note 20 – 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 30,

December 31,

December 25,

2023

2022

2021

Attributable to redeemable noncontrolling interests:

Foreign currency translation adjustment

(32)

(37)

(31)

Attributable to noncontrolling interests:

Foreign currency translation adjustment

(1)

Attributable to Henry Schein, Inc.:

Foreign currency translation adjustment

(188)

(236)

(155)

Unrealized gain (loss) from hedging activities

(13)

(2)

Pension adjustment loss

(5)

(2)

(14)

Accumulated other comprehensive loss

(206)

(233)

(171)

Total Accumulated

other comprehensive loss

(239)

(271)

(202)

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

123

The following table summarizes the components of comprehensive income, net

of applicable taxes as follows:

December 30,

December 31,

December 25,

2023

2022

2021

Net income

436

566

660

Foreign currency translation gain (loss)

(88)

(84)

Tax effect

Foreign currency translation gain (loss)

(88)

(84)

Unrealized gain (loss) from hedging activities

(25)

Tax effect

(3)

Unrealized gain (loss) from hedging activities

(18)

Pension adjustment gain (loss)

(3)

Tax effect

(4)

(2)

Pension adjustment gain (loss)

(3)

Comprehensive income

468

497

591

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 30, 2023, December 31,

2022 and December 25, 2021 was

primarily due to changes in foreign currency exchange rates of the Euro,

Brazilian Real, British Pound, Swiss

Franc, and Canadian Dollar.

The hedging gain (loss) during the years ended December 30, 2023 , December

31, 2022, and December 25, 2021

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 30,

December 31,

December 25,

2023

2022

2021

Comprehensive income attributable to

Henry Schein, Inc.

443

476

568

Comprehensive income attributable to

noncontrolling interests

Comprehensive income attributable to

Redeemable noncontrolling interests

Comprehensive income

468

497

591

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

124

Note 21 – 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 30,

December 31,

December 25,

2023

2022

2021

Basic

130,618,990

136,064,221

140,090,889

Effect of dilutive securities:

Stock options and restricted stock units

1,129,181

1,691,449

1,681,892

Diluted

131,748,171

137,755,670

141,772,781

The number of antidilutive securities that were excluded from the calculation

of diluted weighted average common

shares outstanding are as follows:

Years

Ended

December 30,

December 31,

December 25,

2023

2022

2021

Stock options

424,695

342,716

611,869

Restricted stock units

15,040

19,466

1,048

Total anti-dilutive

securities excluded from earnings per share

computation

439,735

362,182

612,917

Note 22 – Supplemental Cash Flow Information

Cash paid for interest and income taxes was:

Years

ended

December 30,

December 31,

December 25,

2023

2022

2021

Interest

Income taxes

218

265

242

For the years ended December 30, 2023, December 31, 2022 and December

25, 2021, we had $

(25)

million, $

million and $

million of non-cash net unrealized gains (losses) related to hedging

activities, respectively.

See

Note 12 – Derivatives and Hedging Activities

for additional information related to our total return swap and

our

interest rate swap agreements.

There was approximately $

143

million of debt assumed as part of the acquisitions for the year ended

December 30,

2023.

Debt assumed during the year ended December 30, 2023 primarily

relates to the acquisitions of Biotech

Dental and S.I.N.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in millions, except share and per share data)

125

Note 23 – 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 30, 2023, December 31, 2022 and December 25, 2021, we recorded

million, $

million and

million, respectively, in connection with costs related to this royalty agreement.

As of December 30, 2023 and

December 31, 2022, 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, respectively, 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 30, 2023, December 31, 2022

and December 25, 2021, we recorded net

sales of $

million, $

million, and $

million respectively, to such entities.

During the years ended December

30, 2023, December 31, 2022 and December 25, 2021, we purchased

million, $

million and $

million

respectively, from such entities.

At December 30, 2023 and December 31, 2022, 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 7 – Leases

for further information.

Table of Contents

126

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 30,

2023, 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

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

equity interest in Shield, a supplier of

homecare medical products headquartered in California.

The full integration of this acquisition, as well as our

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

beyond year-end and, therefore, we

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

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

annual assessment of internal control over financial reporting as of December

30, 2023, as permitted by SEC staff

interpretive guidance for newly acquired businesses.

Post-acquisition integration related activities for other dental and

medical businesses acquired during 2023 across

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

our annual assessment of internal control over

financial reporting as of December 30, 2023.

These acquisitions, the majority of which utilize separate information

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

statements since their respective

dates of acquisition.

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

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

Dental), continued acquisition integrations

and systems implementation activities undertaken during the quarter

and carried over from prior quarters when

considered in the aggregate, represents a material change in our

internal control over financial reporting.

During the quarter, all acquisitions, continued acquisition integrations and systems implementation activities

involve necessary and appropriate change-management controls

that are considered in our quarterly assessment of

changes in our internal control over financial reporting.

In October 2023, we experienced a cybersecurity incident that primarily

affected the operations of our North

American and European dental and medical distribution businesses.

Once we became aware of the issue, as part of

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

down connectivity to networks and key business, operating and financial

accounting systems globally.

In addition

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

authorities, we engaged

external cyber-security experts to support our assessment of the cyber-incident’s impact as well as sanitize, rebuild

and restore our affected systems and applications.

We also notified law enforcement and our employees,

customers, suppliers and investors, informing them of both the incident and

management’s efforts to mitigate its

impact on our daily operations and data maintained on the Company’s systems.

Table of Contents

127

Subsequently, on or about November 8, 2023, we determined that the threat actor obtained personal and sensitive

information maintained on our systems belonging to certain third parties and

since that date we have notified

affected parties and potentially affected parties as appropriate.

The scope of personal and sensitive data impacted is

still under investigation.

On November 22, 2023, we experienced a related disruption to our

ecommerce platform and related applications,

which has since been remediated.

In order to mitigate the impact of this disruption on our systems and on our

ability to service customers, alternative

procedures and controls were temporarily implemented.

Management’s

Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting,

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

Our internal control system is designed to provide

reasonable assurance to our management and Board regarding the preparation

and fair presentation of published

financial statements.

Under the supervision and with the participation of our management,

including our principal

executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal

control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013), updated

and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.

Based on our evaluation

under the COSO Framework, our management concluded that our

internal control over financial reporting was

effective at a reasonable assurance level as of December 30, 2023.

The effectiveness of our internal control over financial reporting as of December 30,

2023, has been independently

audited by BDO USA, P.C., an independent registered public accounting firm, and their attestation is included

herein. The evaluation of internal controls involves judgment.

Our external auditor has concluded that the

Company has a material weakness resulting from the aggregation of certain

control deficiencies at the application

control level related to logical and user access management and segregation of

duties.

The Company agrees that

there are control deficiencies that our external auditor has identified, all of which

either have been addressed or are

being addressed. The Company’s management has considered the control deficiencies identified by our

external

auditor, and believes that, individually and in aggregate, they do not result in a material weakness.

A material

weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

that

there is a reasonable possibility that a material misstatement of the

company’s financial statements will not be

prevented or detected on a timely basis.

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.

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128

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

30, 2023, based on

criteria established in Internal Control

– Integrated Framework (2013) issued

by the Committee

of Sponsoring Organizations of the Treadway Commission (the

“COSO criteria”). In our opinion, the Company did

not maintain,

in all

material respects,

effective internal

control over

financial reporting

as of

December 30,

2023,

based on the COSO criteria.

not

express

opinion

any

other

form

assurance

management’s

statements

referring

any

corrective actions taken by the Company after the date of management’s assessment.

also

have

audited,

accordance

with

the

standards

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”),

the

consolidated

balance

sheets

the

Company

December

30,

2023

and

December

31,

2022,

the

consolidated

statements

income,

comprehensive

income,

changes

stockholders’ equity,

and cash

flows for

each of

the three

years in

the

period ended

December 30,

2023, and

the

notes

(collectively

referred

“the

financial

statements”)

and

our

report

dated

February

28,

2024

expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s

management is

responsible for

maintaining effective

internal control

over financial

reporting and

for

its

assessment of

the

effectiveness

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.

A material

weakness is

a deficiency,

or a

combination of

deficiencies, in

internal control

over financial

reporting,

such

that

there

reasonable

possibility

that

material

misstatement

the

Company’s

annual

interim

consolidated

financial

statements

will

not

prevented

detected

timely

basis.

have

identified

the

following material weakness

that has not

been identified as

a material weakness

in management’s

assessment. The

material weakness in

internal control over

financial reporting is

related to logical

and user access

management and

segregation

duties,

the

application

control

level,

certain

information

technology

environments

certain

components.

There

reasonable

possibility

that

material

misstatement

the

Company’s

annual

interim

consolidated

financial

statements

with

respect

these

matters

would

not

have

been

prevented

detected

timely

basis.

This

material

weakness

was

considered

determining

the

nature,

timing,

and

extent

audit

tests

applied in

our audit

of the

2023 consolidated

financial statements,

and this

report does

not affect

our report

dated

February 28, 2024, on those consolidated financial statements.

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

Shield

Healthcare,

Inc.,

S.I.N.

Implant

System,

and

Biotech

Dental,

which

were

Table of Contents

129

acquired

during

the

year

ended

December

30,

2023,

and

are

included

the

consolidated

balance

sheet

the

Company

December

30,

2023,

and

the

consolidated

statements

income,

comprehensive

income,

changes

stockholders’

equity,

and

cash

flows

for

the

year

then

ended.

Shield

Healthcare,

Inc.,

S.I.N.

Implant

System, and

Biotech Dental,

together represent

less than

1.5% of

total net

sales for

the year

ended December

30,

Management did not assess the effectiveness of internal control over financial reporting of Shield Healthcare,

Inc.,

S.I.N.

Implant

System,

Biotech

Dental

because

the

timing

the

acquisitions

which

were

completed

during the

year ended

December 30,

audit of

internal control

over financial

reporting of

the Company

also did

not include

an evaluation

of the

internal control

over financial

reporting of

Shield Healthcare,

Inc., S.I.N.

Implant System, or Biotech Dental.

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

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 28, 2024

Table of Contents

130

ITEM 9B.

Other Information

Not 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 2024 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

2023 Proxy Statement filed pursuant to

Regulation 14A on April 11, 2023.

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 2024 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.

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 2024 Proxy Statement

to be filed pursuant to Regulation 14A.

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131

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 30, 2023:

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

7,166,543

Plans Not Approved by Stockholders

Total

7,166,543

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

2024 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 2024 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 2024 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 62.

Index to Exhibits:

See exhibits listed under Item 15(b) below.

Table of Contents

132

(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. 2013 Stock Incentive Plan, as amended and restated effective as of May

14, 2013. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K

filed on May 16, 2013.)**

10.2

Form of 2019 Restricted Stock Unit Agreement for performance-based restricted stock unit

awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and

restated effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our

Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May

7, 2019.)**

10.3

Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated

effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)**

10.4

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.)**

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133

10.5

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.)**

10.6

Form of 2022 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.)**

10.7

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.)**

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

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.)**

10.12

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.)**

10.13

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.)**

10.14

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.)**

10.15

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.)**

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134

10.16

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.)**

10.17

Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, 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.)**

10.18

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.)**

10.19

Henry Schein Management Team Performance Incentive Plan and Plan Summary,

effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.7 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)**

10.20

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.)**

10.21

Letter Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad Connett

(Incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2022 filed on February 21, 2023.)**

10.22

Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad Connett

(Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2022 filed on February 21, 2023.)**

10.23

Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc. and Brad Connett

(Incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2022 filed on February 21, 2023.)**

10.24

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.)**

10.25

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.)**

10.26

Form of Change in Control Agreement between us and certain executive officers who are a

party thereto (Walter Siegel). (Incorporated by reference to Exhibit 10.3 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)

10.27

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, Brad Connett,

and Lorelei McGlynn). (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.)**

Table of Contents

135

10.28

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, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Steven Paladino, Carol

Raphael, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D., FACP,

Stanley M. Bergman, James P. Breslawski, Brad Connett, Michael S. Ettinger, Lorelei

McGlynn, Mark E. Mlotek, Walter Siegel 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.)**

10.29

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.)

10.30

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.)

10.31

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.)

10.32

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.)

10.33

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.)

10.34

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.)

10.35

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.)

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136

10.36

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.)

10.37

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.)

10.38

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.)

10.39

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.)

10.40

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.)

10.41

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.)

10.42

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.)

10.43

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.)

21.1

List of our Subsidiaries.+

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.+

Table of Contents

137

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.**+

99.1

Limited Waiver dated November 10, 2023 to the 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.+

99.2

Limited Waiver dated November 10, 2023 to the 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.+

99.3

Limited Waiver dated November 10, 2023 to the 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.+

99.4

Limited Waiver dated November 10, 2023 to the 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.+

99.5

Limited Waiver dated as of November 10, 2023 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, as amended.+

99.6

Limited Waiver dated as of November 10, 2023 to the Second Amended and Restated

Revolving Credit Agreement, dated as of July11, 2023, among us, the several lenders from

time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and

the other parties from time to time party thereto.+

99.7

Limited Waiver dated as of November 10, 2023 to the Term Loan Credit Agreement, dated

as of July 11, 2023, among us, the several lenders from time to time party thereto,

JPMorgan Chase Bank, N.A., as administrative agent, and the other parties from time to

time party thereto.+

99.8

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.+

99.9

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.+

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+

Table of Contents

138

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 30, 2023, formatted in Inline XBRL (included within Exhibit 101

attachments).+

_________

Filed or furnished herewith.

Indicates management contract or compensatory plan or agreement.

Certain identified information has been excluded from the exhibit because

it is both not material and is the type

that the registrant treats as private or confidential.

ITEM 16.

Form 10-K Summary

None.

Table of Contents

139

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 28, 2024

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 28, 2024

Stanley M. Bergman

and Director (principal executive officer)

/s/ RONALD N. SOUTH

Senior Vice President, Chief

Financial Officer

February 28, 2024

Ronald N. South

(principal financial and accounting officer)

/s/ JAMES P.

BRESLAWSKI

Vice Chairman, President

and Director

February 28, 2024

James P.

Breslawski

/s/ MARK E. MLOTEK

Executive Vice President,

Chief Strategic Officer and

Director

February 28, 2024

Mark E. Mlotek

/s/ MOHAMAD ALI

Director

February 28, 2024

Mohamad Ali

/s/ DEBORAH DERBY

Director

February 28, 2024

Deborah Derby

/s/ CAROLE T. FAIG

Director

February 28, 2024

Carole T. Faig

/s/ JOSEPH L. HERRING

Director

February 28, 2024

Joseph L. Herring

/s/ KURT P.

KUEHN

Director

February 28, 2024

Kurt P.

Kuehn

/s/ PHILIP A. LASKAWY

Director

February 28, 2024

Philip A. Laskawy

/s/ ANNE H. MARGULIES

Director

February 28, 2024

Anne H. Margulies

/s/ STEVEN PALADINO

Director

February 28, 2024

Steven Paladino

/s/ CAROL RAPHAEL

Director

February 28, 2024

Carol Raphael

/s/ SCOTT SEROTA

Director

February 28, 2024

Scott Serota

/s/ BRADLEY T. SHEARES,

PH.D.

Director

February 28, 2024

Bradley T. Sheares,

Ph.D.

/s/ REED V.

TUCKSON, M.D., FACP

Director

February 28, 2024

Reed V.

Tuckson, M.D., FACP

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Exhibit 21.1

List of Subsidiaries

Subsidiary	Jurisdiction of incorporation or organization
ACE Surgical Supply Co., Inc.^1^	Massachusetts
BioHorizons, Inc.^2^	Delaware
Camlog USA, Inc.^3^	Delaware
eAssist, Inc.^4^	Wyoming
Exan Enterprises Inc.^5^	Nevada
Handpiece Parts & Repairs, Inc.	Delaware
Henry Schein (Lancaster, PA) Inc.	Pennsylvania
Henry Schein Europe, Inc.^6^	Delaware
Henry Schein Global Sourcing,<br>Inc.^7^	Delaware
Henry Schein Home Health, LLC^8^	Delaware
Henry Schein Latin America Pacific Rim,<br>Inc.^9^	Delaware
Henry Schein Medical Systems, Inc.	Ohio
Henry Schein MSO, LLC	Delaware
Henry Schein PPT, Inc.	Wisconsin
Henry Schein Practice Solutions<br>Inc.^10^	Utah
Henry Schein Puerto Rico, Inc.	Puerto Rico
Henry Schein Supply, Inc.	New York
HS Brand Management, LLC	Delaware
HS Financial Holdings, Inc.^11^	Delaware
HS TM Holdings, LLC^12^	Delaware
HSFR, Inc.	Delaware
HSI RE I, LLC	Delaware
Insource, Inc.	Virginia
Midway Group Holdings, LLC	Delaware
Ortho2, LLC	Delaware
Project Helium Holdings, LLC^13^	Delaware
Project Spartan Holdings Corp.^14^	Delaware
RxWorks, LLC	Delaware
S & S Discount, Inc.^15^	Delaware
SG Healthcare Corp.^16^	Delaware
TDSC, Inc.	Delaware
Toy Products Corp.^17^	Delaware
^1^	ACE Surgical Supply Co., Inc. is the parent company of two consolidated, majority-owned subsidiaries, SAS<br>Holdco, Inc. and Southern Anesthesia & Surgical, Inc., both which operate in the health care manufacturing and/or distribution industry in the United States.
---	---
^2^	BioHorizons, Inc. is the parent company of 14 consolidated, wholly-owned subsidiaries, seven 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.
---	---
^3^	Camlog USA, Inc. is the parent company of two consolidated, wholly-owned subsidiaries, one which operates in<br>the health care distribution industry in the United States and one which provides services to healthcare practices within and outside of the United States. Camlog USA, Inc. is also the parent company of the following three consolidated,<br>majority-owned subsidiaries, all which provide services to healthcare practitioners within the United States: Henry Schein Financial Services, LLC; Large Practice Sales, LLC; and Invisible DSO Advisor, LLC.
---	---
^4^	eAssist, Inc. is the parent company of the following four consolidated, majority-owned subsidiaries, all which<br>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.
---	---
^5^	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.
---	---
^6^	Henry Schein Europe, Inc. is the parent company of 71 consolidated, wholly-owned subsidiaries, six which<br>operate in the health care distribution industry in the United States and 65 which operate in the health care distribution industry outside the United States. Henry Schein Europe, Inc. is also the parent company of the following 22 consolidated,<br>majority-owned subsidiaries, all which operate in the health care distribution industry outside the United States: AS Medizintechnik Verwaltungs GmbH; BA Dental Europa, S.A.U.; Biocetis SARL; Biotech Dental Academy S.A.S.; Biotech Dental Connect<br>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.; Biotech Dental Digital Trading S.A.S.; Denteo S.A.S.; Henry Schein Dental Warehouse (PTY) Ltd.; Henry Schein<br>España, S.L.; Henry Schein Medical S.L.U.; Henry Schein Portugal, Unipessoal LDA; Infomed Servicios Informáticos, S.L.; innOralis, S.A.S.; Marrodent Sp. Z.o.o.; Medentis Medical GmbH; Newshelf 1223 Proprietary Limited; Spain Dental<br>Express S.A.U.; and Ztech Digital and Esthetics, S.L.
---	---
^7^	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.
---	---
^8^	Henry Schein Home Health, LLC is the parent company of the following nine consolidated, majority owned<br>subsidiaries, all 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.; Lorraine Surgical Supply Company, Inc.; Mini Pharmacy Enterprises, Inc.;<br>Shield-California Health Care, Inc.; Shield-Denver Health Care Center, Inc.; Shield-Texas Healthcare, Inc.; and Prism Medical Products, L.L.C.
---	---
^9^	Henry Schein Latin America Pacific Rim, Inc. is the parent, holding company of 11 consolidated, wholly-owned<br>subsidiaries, three which operate in the health care distribution industry in the United States and eight which operate in the health care distribution industry outside of the United States. Henry Schein Latin America Pacific Rim, Inc. is also the<br>parent company of the following 26 consolidated, majority-owned subsidiaries, all which operate in the health care distribution industry outside the United States: Accord Corporation Limited; Adaam Pty Ltd.; Adaam Unit Trust; Alta-Dent Corporation;<br>BA Pro Repair Ltd.; CB Healthcare Consulting Pty Ltd.; De Healthcare Limited; Hangzhou Lixue Henry Schein Medical Instrument Co., Ltd.; Henry Schein China Management Co. Ltd.; Henry Schein China Services Limited; Henry Schein Hemao Guangzhou Medical<br>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 Regional Trust; Henry Schein Shvadent (2009) Ltd.; Henry Schein<br>Sunshine (Beijing) Medical Device Co. Ltd.; Henry Schein Trading (Shanghai) Co., Ltd.; Medi-Consumables PTY Limited; Ningbo Buyinghall Medical Equipment Co., Ltd.; Pacific Dental Specialties Limited; Pacific Dental Specialties Pty Ltd.; Regional<br>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 Co., Ltd.
---	---
^10^	Henry Schein Practice Solutions Inc. is the parent company of 25 consolidated, wholly-owned subsidiaries, two<br>which operate in the digital dental products and solutions industry in the United States and 23 which operate in the digital dental products and solutions industry outside the United States. Henry Schein Practice Solutions Inc. is also the parent<br>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 Practice<br>Solutions Inc. is the parent company of the following 15 consolidated, majority-owned subsidiaries, all which operate in the digital dental products and solutions industry outside the United States: Axium Solutions ULC; LSI S.A.; Elite Computer<br>Italia S.r.l.; Henry Schein One Australia; Henry Schein One New Zealand; Infomed Software, S.L.; HS1 Holdings I, LLC; HSLC Participações S.A.; Henry Schein One France SAS; Kopfwerk Datensysteme GmbH; Orisline Espana S.L.; Orisline<br>Portugal Unipessoal Lda; Quantity Serviços e Comércio de Produtos para a Saúde S.A.; Software of Excellence Practice Solutions Coöperatief U.A.; and Software of Excellence United Kingdom Limited.
---	---
^11^	HS Financial Holdings, Inc. is the parent company of six consolidated, wholly-owned subsidiaries, five which<br>oversee intercompany financing in the United States and one which operates outside the United States and acts as the beneficiary of a trust.
---	---
^12^	HS TM Holdings, LLC is the parent, holding company of one consolidated, wholly-owned subsidiary which operates<br>in the health care industry in 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 two consolidated, wholly-owned subsidiaries,<br>both which operate in the health care industry in the United States. Project Spartan Holdings Corp. is also the parent, holding company of the following six consolidated, majority-owned subsidiaries, all which operate in the health care distribution<br>and/or healthcare education and training industries in the United States: NAR (HSI) Holdings, LLC; NAR Blocker, Inc.; NAR Training, LLC; North American Rescue Holdings, LLC; North American Rescue, LLC; and NAR Medical Depot, LLC.<br>
---	---
^15^	S&S Discount Supply, Inc. is the parent, holding company of the following three consolidated,<br>majority-owned subsidiaries, all 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.
---	---
^16^	SG Healthcare Corp. is the parent, holding company of six consolidated, wholly-owned subsidiaries, five which<br>operate in the health care distribution industry in the United States, and one which operates in the health care distribution industry outside of 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.
---	---

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Henry Schein, Inc.

Melville, NY

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 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 28, 2024, relating to the consolidated financial statements and the effectiveness of Henry Schein, Inc.’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 28, 2024

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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 28, 2024	/s/ Stanley M. Bergman
	Stanley M. Bergman
	Chairman and Chief Executive 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 28, 2024	/s/ Ronald N. South
	Ronald N. South
	Senior Vice President and
	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 30, 2023, 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 28, 2024	/s/ Stanley M. Bergman
	Stanley M. Bergman<br> <br>Chairman and Chief Executive<br>Officer
Dated: February 28, 2024	/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 97.1

HENRY SCHEIN, INC.

DODD-FRANK CLAWBACK POLICY

(Effective as of December 1, 2023)

Introduction

The Board of Directors (the “Board”) of Henry Schein, Inc. (the “Company”) believes it to be in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability, reinforces the Company’s pay for performance compensation philosophy and complies with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) and Nasdaq Listing Rule 5608 (the “Listing Standards”). The Board, upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”), hereby adopts this Dodd-Frank Clawback Policy, effective as of December 1, 2023 (this “Policy”).

Definitions

For purposes of this Policy, the following terms shall have the following meanings:

“Applicable Period” means the three completed fiscal years of the Company immediately preceding the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes (or reasonably should have concluded) that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized entity directs the Company to prepare a Restatement, in each case, regardless of if or when the Restatement is actually filed. The “Applicable Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year).

“Code” means the Internal Revenue Code of 1986, as amended.

“Covered Executive” means each Executive Officer of the Company including current and former Executive Officers, as determined by the Board in accordance with the definition of “executive officer” in accordance with Dodd-Frank and the Listing Standards.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the

Company’s parent(s) or subsidiaries are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. The term “policy-making function” is not intended to include policy-making functions that are not significant, as determined by the Board in accordance with this Policy. For purposes of this Policy, “Executive Officer” shall also include each person determined to be an “executive officer” for purposes of 17 CFR 229.401(b).

“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures, such as those appearing in the Company’s earnings releases or Management’s Discussion and Analysis), and any measures that are derived wholly or in part from such measures (including stock price and total shareholder return). Examples of Financial Reporting Measures include, without limitation, measures based on: revenues, net income, operating income, financial ratios, EBITDA, funds from operations and adjusted funds from operations, liquidity measures, return measures (such as return on assets), earnings measures (e.g., earnings per share), profitability of one or more segments, cost per employee where cost is subject to a Restatement, any of such financial measures relative to a peer group where the Financial Reporting Measure is subject to a Restatement, and tax basis income. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.

“Impracticable” means that the Compensation Committee has determined in good faith that recovery of Recoverable Compensation would be “Impracticable” because: (i) pursuing such recovery would violate any home country law where that law was adopted prior to November 28, 2022, and the Company provides an opinion of home country counsel acceptable to Nasdaq that recovery would result in such a violation, and such opinion is provided to Nasdaq; (ii) the direct expense paid to a third party to assist in enforcing this Policy would exceed the Recoverable Compensation and the Company has (A) made a reasonable attempt to recover such amounts; and (B) provided documentation of such attempts to recover to Nasdaq; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of the Code in each case, in accordance with Dodd-Frank and the Listing Standards.

“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include any base salaries (except with respect to any salary increases earned wholly or in part based on the attainment of a Financial Reporting Measure); bonuses paid solely at the discretion of the Compensation Committee or the Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure; bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive plan awards earned solely upon satisfying one or more measures that are not a Financial Reporting Measure; and equity awards that vest solely based on the passage of time and/or attaining one or more measures that, in each case, are not based wholly or in part upon the attainment of a Financial Reporting Measure.

“Nasdaq” means the Nasdaq Global Market.

“Received” means, with respect to Incentive-Based Compensation, the point in time in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment, vesting or settlement of the Incentive-Based Compensation occurs after the end of such period.

“Recoverable Compensation” means the amount of any Incentive-Based Compensation (calculated on a pre-tax basis) Received by a Covered Executive (i) after beginning services as a Covered Executive; (ii) if such person served as a Covered Executive at any time during the performance period applicable to such Incentive-Based Compensation; (iii) while the Company had a listed class of securities on a national securities exchange; and (iv) during the Applicable Period that is in excess of the amount that otherwise would have been Received if the calculation were based on the Restatement. Recoverable Compensation may include Incentive-Based Compensation Received by a Covered Executive if such person previously served as a Covered Executive and then left the Company, retired, and/or transitioned to a role that is not a Covered Executive role. If the subject Incentive-Based Compensation (calculated on a pre-tax basis) was based on stock price or total shareholder return, where the Recoverable Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Recoverable Compensation must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return based upon which the Incentive-Based Compensation was Received, and documentation of such reasonable estimate must be provided to Nasdaq. The amount of Recoverable Compensation shall be determined by the Board in its sole and absolute discretion and in accordance with applicable laws, including Dodd-Frank and the Listing Standards.

“Restatement” means an accounting restatement of any of the Company’s financial statements filed with the SEC under the Exchange Act, or the Securities Act of 1933, as amended, due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws. “Restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as “little r” restatements).

“SEC” means the Securities and Exchange Commission.

Administration

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. The Board shall interpret and construe this Policy and shall take such actions and prescribe such rules and regulations in connection with the operation of this Policy as it determines to be necessary, appropriate, or advisable for the administration of this Policy, and may rescind and amend its regulations from time to time, in each case, consistent with this Policy. Any determinations made by the Board shall be final, conclusive and binding upon the Company and all persons affected hereunder and need not be uniform with respect to each Covered Executive. Subject to any limitation under applicable law, the Board may authorize and empower any officer or employee of the Company or any of its affiliates to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer).

Recoupment

If the Company is required to prepare a Restatement, then the Company shall recover, reasonably promptly, all Recoverable Compensation from any Covered Executive during the Applicable Period. Such recovery shall be made without regard to any individual knowledge or responsibility related to the Restatement or the Recoverable Compensation, and regardless of whether the Company’s or a Covered Executive’s misconduct or other action or omission was the cause for such Restatement. Further, if the achievement of one or more Financial Reporting Measures was considered in determining the Incentive-Based Compensation Received by a Covered Executive, but the Incentive-Based Compensation was not paid or awarded on a formulaic basis, the Board will in its good faith discretion determine the amount of any Recoverable Compensation that must be recouped with respect thereto. Notwithstanding the above provision, the Board can decide to refrain from recovering the Recoverable Compensation if the Compensation Committee determines that such recovery would be Impracticable.

Method of Recoupment of Incentive-Based Compensation

Upon any recoupment determination by the Board, the Board shall notify the Covered Executive in writing of its determination. The Board will determine, in its sole discretion, the method for the recoupment of the Incentive-Based Compensation. Methods of recoupment may include, without limitation, one or more of the following:

(a)	requiring repayment of any cash Incentive-Based Compensation or other cash-based compensation previously paid;<br>
(b)	cancelling outstanding vested or unvested equity or equity-linked awards, including without limitation, awards<br>constituting Incentive-Based Compensation;
---	---
(c)	forfeiture of deferred compensation, subject to compliance with Section 409A (as defined below);<br>
---	---
(d)	seeking recovery of any gain realized from the vesting, exercise, settlement, sale, transfer or other<br>disposition of any equity or equity-linked awards, including without limitation, awards constituting Incentive-Based Compensation;
---	---
(e)	offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;<br>
---	---
(f)	cancelling or offsetting against any planned future cash or equity-based awards; and/or
---	---
(g)	taking any other remedial or recovery action permitted by law and the Listing Standards, as determined by the<br>Board in its sole discretion.
---	---

To the extent that a Covered Executive is required to repay any Incentive-Based Compensation, or to take any other action required or appropriate to effectuate recoupment in accordance with this Policy, then the Covered Executive shall promptly repay such Incentive-Based Compensation and shall promptly take all such other actions, upon the Company’s demand or within a specified time period (and with or without interest), as determined by the Board in its sole discretion.

Disclosure

It is intended that the Company shall make such disclosures with respect to Incentive-Based Compensation subject to this Policy, and any actions taken or omitted to be taken hereunder, with the SEC and Nasdaq, in each case, as may be required under any applicable requirements, rules or standards thereof.

Interpretation

The Board and the Compensation Committee, as applicable, are authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. This Policy will be interpreted and enforced in accordance with Dodd-Frank and the Listing Standards.

No Indemnification or Reimbursement

Notwithstanding the terms of any other policy, program, agreement or arrangement, in no event will the Company or any of its affiliates indemnify or reimburse any Covered Executive for the loss of any Recoverable Compensation that is required to be repaid or that is otherwise subject to recoupment under this Policy. Further, in no event shall the Company or any of its affiliates pay or reimburse any Covered Executive for premiums on any insurance policy that would cover a Covered Executive’s potential obligations with respect to Recoverable Compensation under this Policy.

Acknowledgement by Covered Executives

The Company shall provide notice and seek written acknowledgement of this Policy from each Covered Executive, provided that the failure to provide such notice or obtain such acknowledgement shall have no impact on the applicability or enforceability of this Policy.

Effective Date

This Policy is effective as of December 1, 2023 (the “Effective Date”), and shall apply to Incentive-Based Compensation that is Received by Covered Executives on or after October 2, 2023, except to the extent otherwise required by the Exchange Act and/or Listing Standards or by applicable law.

Governing Law

This Policy shall be governed by the laws of the State of Delaware, excluding any conflict or choice of law or principle that might otherwise refer construction or interpretation of this Policy to the substantive law of another jurisdiction.

Amendment; Termination

The Board may amend or terminate this Policy at any time in its sole discretion.

Company Indemnification

Any and all members of the Board or the Compensation Committee and any and all employees of the Company or its affiliates who assist in the administration of this Policy shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent permitted under applicable law, Company policy and/or the Company’s organizational documents with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board or the Compensation Committee under applicable law, Company policy, and/or the Company’s organizational documents.

Other Recoupment Rights

The Board, in its sole discretion, may require that any equity or equity-linked award agreement or similar agreement entered into on or after the Effective Date shall contain an acknowledgement of this Policy, as a condition to the grant of any benefit thereunder, and shall require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights that may be available to the Company pursuant to the terms of any policy or in any employment agreement, equity or equity-linked award agreement, or similar agreement, plan or program, and shall not limit any other right, remedy or enforcement mechanism available to the Company under any local, state or federal law, regulation, agreement or other authority to reduce, eliminate or recover Incentive-Based Compensation or other compensation from any current, former or future Covered Executive, including, without limitation: (i) termination of employment for any reason; (ii) adjusting the Covered Executive’s future compensation; (iii) instituting civil or criminal proceedings, or any actions that may be imposed by law enforcement agencies, regulators, administrative bodies or other authorities; or (iv) taking such other action as the Company may deem appropriate. Nothing herein shall limit the authority of the Board or the Compensation Committee to impose additional requirements or conditions that may give rise to the Company’s right to forfeit or recoup any compensation. To the extent that applicable law (including, without limitation, Dodd-Frank), the Listing Standards, court order or court-approved settlement requires recovery of Recoverable Compensation in additional circumstances beyond those specified in this Policy, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Recoverable Compensation or other compensation to the fullest extent required or permitted by applicable law and/or the Listing Standards.

Section 409A

Although the Company does not guarantee any particular tax treatment to any Covered Executive, in the event of recoupment of any Recoverable Compensation from any Covered Executive pursuant to this Policy by offset from or reduction of any amount that is payable and/or to be provided to the Covered Executive and that is considered “non-qualified deferred compensation” under Section 409A of the Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), to the extent determined by the Board or the Compensation Committee, it is intended that such offset and/or reduction shall be implemented in a manner intended to avoid imposition of penalties under Section 409A.

Successors

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

HENRY SCHEIN, INC.

DODD-FRANK CLAWBACK POLICY

Covered Executive Acknowledgment

Henry Schein, Inc. (the “Company”) maintains the Dodd-Frank Clawback Policy (the “Policy”), a copy of which is enclosed. I, ____________, a “Covered Executive” to whom the Policy applies, (i) have received, and have read and familiarized myself with, the Policy; (ii) accept and agree to be subject to the terms and conditions of the Policy, including the terms and conditions of any amendment of the Policy by the Board of Directors of the Company (the “Board”), or the Compensation Committee of the Board (the “Committee”), that the Board and/or the Committee determine to be necessary, appropriate, or advisable from time to time, including without limitation, to comply with applicable law (including, without limitation, Dodd-Frank) and with the applicable rules, regulations and/or requirements of the SEC, Nasdaq, law enforcement agencies, regulators, administrative bodies and/or other authorities; (iii) understand and agree that any action taken by the Company pursuant to the Policy shall not constitute or give rise to any constructive termination of employment, “good reason,” breach of contract or other similar rights under any Company agreement, arrangement, plan, award, program or policy (whether oral or written) or give rise to any right I have, or otherwise could have, to indemnification from the Company or otherwise in respect thereof and (iv) understand and agree that I remain subject to the Amended and Restated Incentive Compensation Recoupment Policy currently maintained by the Company (the “Prior Policy”). In the event of any inconsistency between the Policy or the Prior Policy, as applicable, and the terms of any employment agreement to which I am a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy or the Prior Policy, as applicable, shall govern. In the event it is determined by the Board or the Committee that any amounts granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy or the Prior Policy, as applicable, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further acknowledge that I am subject to the terms and conditions of the Policy and the Prior Policy, as such Policy or such Prior Policy, as applicable, may be amended from time to time, in each case, notwithstanding the acknowledgment herein.

AGREED AND ACKNOWLEDGED
(Signature of Covered Executive)	(Date)
Name:
Title:

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Exhibit 99.1

AIG Asset Management (U.S.), LLC

2929 Allen Parkway, 36^th^ Floor

Houston, TX 77019

November 10, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Multicurrency Private Shelf Agreement, dated as of October 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among Henry Schein, Inc., a Delaware corporation, AIG Asset Management (U.S.), LLC (“AIG”) and each AIG Affiliate party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Agreement.

The Company has requested an extension of the time required to deliver its unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(a) of the Agreement. The Required Holders hereby agree to extend the due date for the above item to December 8, 2023.

The Company hereby represents and warrants to AIG that no event has occurred, and no condition exists that, either before or after giving effect to this Waiver Letter, constitutes or would constitute a Default or an Event of Default.

Except as specifically set forth herein, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Agreement or any of the Financing Documents. This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature Page Follows]

Very truly yours,

AIG ASSET MANAGEMENT (U.S.), LLC,
By:	/s/ Peter DeFazio
	Name: Peter DeFazio
	Title: Managing Director

[Signature Page – Waiver Letter (AIG Multicurrency Private Shelf Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page – Waiver Letter (AIG Multicurrency Private Shelf Agreement)]

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Exhibit 99.2

METLIFE INVESTMENT MANAGEMENT LIMITED

METLIFE INVESTMENT MANAGEMENT, LLC

One MetLife Way

Whippany, NJ, 07981

November 10, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of October 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among Henry Schein, Inc., a Delaware corporation (the “Company”), MetLife Investment Management Limited (“MIML”), MetLife Investment Advisors Company, LLC (“MIM” and together with MIML, “MetLife”) and each MetLife Affiliate party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Agreement.

The Company hereby represents and warrants to MetLife and each MetLife Affiliate party to the Agreement that no event has occurred, and no condition exists that, either before or after giving effect to this Waiver Letter, constitutes or would constitute a Default or an Event of Default.

[Signature Page Follows]

Very truly yours,

METLIFE INVESTMENT MANAGEMENT, LLC,
as Holder
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
METLIFE INVESTMENT MANAGEMENT LIMITED,
as Holder
By:	/s/ Colin McGinlay
	Name: Colin McGinlay
	Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
METLIFE INSURANCE K.K.
By: MetLife Investment Management, LLC, its investment manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

METLIFE REINSURANCE COMPANY OF CHARLESTON
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
BRIGHTHOUSE LIFE INSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
BRIGHTHOUSE REINSURANCE COMPANY OF DELAWARE
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
SYMETRA LIFE INSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

TRANSATLANTIC REINSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
AMERICAN FIDELITY ASSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
BALTIMORE LIFE INSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

RSUI INDEMNITY COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
SWISS RE LIFE & HEALTH AMERICA INC.
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
SWISS REINSURANCE COMPANY LIMITED
By: MetLife Investment Management Limited, as Investment Manager
By:	/s/ Colin McGinlay
	Name: Colin McGinlay
	Title: Authorized Signatory
PENSION AND SAVINGS COMMITTEE, ON BEHALF OF
THE ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

ZURICH AMERICAN INSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

ZURICH GLOBAL, LTD.
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
FARMERS INSURANCE EXCHANGE
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
JOHN HANCOCK PENSION PLAN
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
NEW YORK STATE INSURANCE FUND
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

PRINCIPAL LIFE INSURANCE COMPANY
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory
MISSOURI REINSURANCE, INC.
By: MetLife Investment Management, LLC, Its Investment Manager
By:	/s/ Edward Teagan
	Name: Edward Teagan
	Title: Authorized Signatory

[Signature Page –Waiver Letter (MetLife Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page –Waiver Letter (MetLife Agreement)]

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Exhibit 99.3

New York Life Insurance Company

c/o NYL Investors LLC

51Madison Avenue

2^nd^ Floor, Room 208

New York, New York 10010

November 10, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Third Amended and Restated Master Note Facility, dated as of October 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among Henry Schein, Inc., a Delaware corporation (the “Company” or “you”), NYL Investors, LLC (“New York Life”) and each New York Life Affiliate party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Agreement.

You have requested an extension of the time required to deliver your unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(a) of the Agreement. The Required Holders hereby agree to extend the due date for the above items to December 8, 2023 (or such later date as New York Life may agree in its sole discretion).

Except as specifically set forth herein, nothing contained in this Waiver Letter shall directly or indirectly: (a) amend, modify or alter any term or condition of the Agreement or any of the Note Documents, (b) constitute or create a course of dealing, (c) except as expressly set forth herein, constitute a consent to any other transaction or a consent or waiver to any past, present or future Default, Event of Default or other violation of any provisions of the Agreement or any other Note Documents, or (d) except as expressly set forth herein, amend, modify or operate as a waiver of any provision of the Agreement or any other Note Document or any right, power, privilege or remedy of New York Life or any one or more of the holders of Notes thereunder.

The Company represents and warrants that (i) concurrently with the execution of this Waiver Letter, the Company is receiving substantially similar waivers for each Principal Credit Facility, private shelf agreement or note purchase agreement (however designated or styled), credit agreement, loan, instrument and similar agreement to which it is a party, (ii) none of the lenders or agents affiliated with any of the aforementioned agreements is receiving any compensation in connection with such waivers and (iii) after giving effect to this Waiver Letter, no Default or Event of Default is continuing under the Agreement. The Company acknowledges that each representation and warranty contained herein constitutes a material inducement to New York Life and the Required Holders to execute this Waiver Letter and that each of New York Life and the Required Holders would not have done so but for New York Life’s and each Required Holder’s expectation that such representation and warranty is true and correct in all respects.

This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this letter agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature Page Follows]

[Signature Page – Waiver Letter (NY Life Note Agreement)]

Very truly yours,

NYL INVESTORS LLC
(as successor in interest to New York
Life Investment Management LLC)
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
NEW YORK LIFE INSURANCE COMPANY,
as Holder
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director

[Signature Page –Waiver Letter (NY Life Agreement)]

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3),
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2),
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director

[Signature Page –Waiver Letter (NY Life Agreement)]

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C),
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30D),
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director

[Signature Page –Waiver Letter (NY Life Agreement)]

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30E),
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEWYORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE,
as Holder
By: New York Life Insurance Company, its attorney-in-fact
By: NYC Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director

[Signature Page –Waiver Letter (NY Life Agreement)]

COMPSOURCE MUTUAL INSURANCE COMPANY,
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
LIFE INSURANCE COMPANY OF NORTH AMERICA,
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director
NEW YORK LIFE GROUP INSURANCE COMPANY OF NY,
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director

[Signature Page –Waiver Letter (NY Life Agreement)]

THE BANK OF NEW YORK MELLON, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF DECEMBER 30, 2020 BY AND AMONG LIFE INSURANCE COMPANY OF NORTH AMERICA, AS GRANTOR,CONNECTICUT GENERAL LIFE INSURANCE COMPANY, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE,
as Holder
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
	Name: Christopher H. Carey
	Title: Managing Director

[Signature Page –Waiver Letter (NY Life Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page –Waiver Letter (NY Life Agreement)]

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Exhibit 99.4

The Prudential Insurance Company of America

c/o PGIM, Inc.

Prudential Tower

655Broad Street

14^th^ Floor- South Tower

Newark, NJ 07102

November 10, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among Henry Schein, Inc., a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and each Prudential Affiliate party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Agreement.

You have requested an extension of the time required to deliver its unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(a) of the Agreement. The Required Holders hereby agree to extend the due date for the above item to December 8, 2023.

The Company hereby represents and warrants to Prudential and each Prudential Affiliate party to the Agreement that no event has occurred, and no condition exists that, either before or after giving effect to this Waiver Letter, constitutes or would constitute a Default or an Event of Default.

[Signature Page Follows]

Very truly yours,

PGIM, INC.,
as Holder
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
PRUDENTIAL UNIVERSAL REINSURANCE COMPANY,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

PRUCO LIFE INSURANCE COMPANY,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
THE GIBRALTAR LIFE INSURANCE CO., LTD.,
as Holder
By:	Prudential Investment Management Japan
	Co., Ltd., as Investment Manager
By:	PGIM, Inc., as Sub-Adviser
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

PRUDENTIAL ARIZONA REINSURANCE
TERM COMPANY,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA,
as Holder
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
FARMERS NEW WORLD LIFE INSURANCE COMPANY,
as Holder
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

MEDICA HEALTH PLANS,
as Holder
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
FARMERS INSURANCE EXCHANGE,
as Holder
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

MID CENTURY INSURANCE COMPANY,
as Holder
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
ZURICH AMERICAN INSURANCE COMPANY,
as Holder
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
GIBRALTAR UNIVERSAL LIFE REINSURANCE COMPANY,
as Holder
By:	Prudential Investment Management Japan
	Co., Ltd., as Investment Manager
By:	PGIM, Inc., as Sub-Adviser
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST,
as Holder
By:	The Prudential Insurance Company of America, as Grantor
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
PAR U HARTFORD LIFE INSURANCE COMFORT TRUST,
as Holder
By:	The Prudential Insurance Company of America, as Grantor
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

PICA HARTFORD LIFE & ANNUITY COMFORT TRUST,
as Holder
By:	The Prudential Insurance Company of America, as Grantor
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
PICA HARTFORD LIFE INSURANCE COMFORT TRUST,
as Holder
By:	The Prudential Insurance Company of America, as Grantor
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
PRIVATE PLACEMENT TRUST INVESTORS, LLC,
as Holder
By:	PGIM Private Placement Investors, L.P.
	as Managing Member
By:	PGIM Private Placement Investors, Inc.
	as its General Partner
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
Name:	Ashley Dexter
Title:	Vice President
PRUDENTIAL TERM REINSURANCE COMPANY,
as Holder
By:	PGIM, Inc., as investment manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
HIGHMARK INC.
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

PENSIONSKASSE DES BUNDES PUBLICA
By: PGIM Private Capital Limited, as Investment Manager
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
COMPANION LIFE INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

MUTUAL OF OMAHA INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President
THE INDEPENDENT ORDER OF FORESTERS
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
	Name: Ashley Dexter
	Title: Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By: PGIM Japan Co., Ltd. (as Investment Advisor) By: PGIM, Inc. (as Sub-Adviser)
By:	/s/ Ashley Dexter
Name:	Ashley Dexter
Title:	Vice President
PHYSICIANS MUTUAL INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
Name:	Ashley Dexter
Title:	Vice President
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Ashley Dexter
Name:	Ashley Dexter
Title:	Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

THE PRUDENTIAL GIBRALTAR FINANCIAL LIFE INSURANCE CO., LTD.
By: PGIM Japan Co., Ltd., as investment manager
By: PGIM, Inc., as sub-advisor
By:	/s/ Ashley Dexter
Name:	Ashley Dexter
Title:	Vice President

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page –Waiver Letter (Prudential Private Shelf Agreement)]

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Exhibit 99.5

MUFG BANK, LTD.

(F/K/ATHE BANK OF TOKYO-MITSUBISHI UFJ, LTD.)

1251 Avenue of the Americas, 12^th^ Floor

New York, NY 10020-1104

November 10, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of April 17, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among HSFR, Inc., a Delaware corporation, as Seller, Henry Schein, Inc., a Delaware corporation, as Servicer (Seller and Servicer, collectively, “you”), the various Purchaser Groups from time to time party thereto, MUFG Bank Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Agent, and the other parties from time to time party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Receivables Purchase Agreement.

You have requested an extension of the time required to deliver your (i) unaudited financial statements and compliance certificate with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(p) of the Receivables Purchase Agreement and (ii) Settlement Reports for each of the Calculation Periods ended September 30, 2023 and November 4, 2023, respectively, pursuant to Section 8.5 of the Receivables Purchase Agreement (the reports described in clause (i) and (ii) above, collectively, the “Specified Reports”). Subject to the limitations set forth herein, each of the Agent, each Purchaser Agent and each Purchaser hereby agrees to extend the due date for the Specified Reports to December 8, 2023 (or such later date as the Agent may agree with the consent of the Required Purchaser Agents).

Each waiver set forth in the immediately preceding paragraph is a one-time waiver and is limited to its express terms. Except as specifically set forth herein for the Specified Reports, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Receivables Purchase Agreement or any of the Transaction Documents or operate as a waiver of any right, power or remedy of the Agent, any Purchaser Agent or any Purchaser. This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. This Waiver Letter may not be amended or modified except by a written instrument executed by each of the parties hereto.

[Signature Page Follows]

Very truly yours,

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as Agent
By:	/s/ Helen Ellis
	Name: Helen Ellis
	Title: Managing Director

[Signature Page –Waiver Letter (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/ Helen Ellis
	Name: Helen Ellis
	Title: Managing Director

[Signature Page –Waiver Letter (Receivables Purchase Agreement)]

VICTORY RECEIVABLES CORPORATION,
as an Uncommitted Purchaser
By:	/s/ Kevin J. Corrigan
	Name: Kevin J. Corrigan
	Title: Vice President

[Signature Page –Waiver Letter (Receivables Purchase Agreement)]

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),,
as a Related Committed Purchaser for Victory Receivables Corporation
By:	/s/ Helen Ellis
	Name: Helen Ellis
	Title: Managing Director

[Signature Page –Waiver Letter (Receivables Purchase Agreement)]

THE TORONTO DOMINION BANK,<br>as a Purchaser Agent and the Related Committed Purchaser for the TD Purchaser Group
By:	/s/ Brad Purkis
	Name: Brad Purkis
	Title: Managing Director

[Signature Page –Waiver Letter (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

[Signature Page –Waiver Letter (Receivables Purchase Agreement)]

ACKNOWLEDGED AND AGREED:
HSFR, INC.,
as Seller
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Treasurer
Henry Schein, Inc.,
as Servicer
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page –Waiver Letter (Receivables Purchase Agreement)]

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Exhibit 99.6

JPMorgan Chase Bank, N.A.

131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

November 14, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of July 11, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Henry Schein, Inc., a Delaware corporation, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties from time to time party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Credit Agreement.

You have requested an extension of the time required to deliver your unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(b) of the Credit Agreement. The Majority Lenders hereby agree to extend the due date for the above items to December 8, 2023 (or such later date as the Administrative Agent may agree in its sole discretion).

Except as specifically set forth herein, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Credit Agreement or any of the Loan Documents. This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature Page Follows]

Very truly yours,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:	/s/ James Kyle O’Donnell
	Name: James Kyle O’Donnell
	Title: Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Michael West
	Name: Michael West
	Title: Senior Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

TD BANK, N.A.,
as a Lender
By:	/s/ Steve Levi
	Name: Steve Levi
	Title: Senior Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

BANK OF AMERICA, N.A.,
as a Lender
By:	/s/ Martha Novak
	Name: Martha Novak
	Title: Senior Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

UNICREDIT BANK AG, NEW YORK BRANCH,
as a Lender
By:	/s/ Kimberly Sousa
	Name: Kimberly Sousa
	Title: Managing Director
By:	/s/ Jakub Gazi
	Name: Jakub Gazi
	Title: Senior Associate

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

THE BANK OF NEW YORK MELLON,
as a Lender
By:	/s/ Luke Daly
	Name: Luke Daly
	Title: Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

ING BANK N.V., DUBLIN BRANCH,
as a Lender
By:	/s/ Cormac Langford
	Name: Cormac Langford
	Title: Director
By:	/s/ Louise Gough
	Name: Louise Gough
	Title: Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Dennis Tybor
	Name: Dennis Tybor (23307)
	Title: Senior Vice President

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

BNP PARIBAS,
as a Lender
By:	/s/ John Bosco
	Name: John Bosco
	Title: Managing Director
By:	/s/ Adam Caretti
	Name: Adam Caretti
	Title: Director

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

MUFG BANK, LTD.,
as a Lender
By:	/s/ Reema Sharma
	Name: Reema Sharma
	Title: Authorized Signatory

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
as a Lender
By:	/s/ Cynthia Dioquino
	Name: Cynthia Dioquino
	Title: Director

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page –Waiver Letter (Second Amended and Restated Credit Agreement)]

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Exhibit 99.7

JPMorgan Chase Bank, N.A.

131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

November 14, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Term Loan Credit Agreement, dated as of July 11, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Henry Schein, Inc., a Delaware corporation, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties from time to time party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Credit Agreement.

You have requested an extension of the time required to deliver your unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(b) of the Credit Agreement. The Majority Lenders hereby agree to extend the due date for the above items to December 8, 2023 (or such later date as the Administrative Agent may agree in its sole discretion).

[Signature Page Follows]

Very truly yours,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By	/s/ James Kyle O’Donnell
	Name: James Kyle O’Donnell
	Title: Vice President

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Michael West
	Name: Michael West
	Title: Senior Vice President

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

TD BANK, N.A.,
as a Lender
By:	/s/ Steve Levi
	Name: Steve Levi
	Title: Senior Vice President

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

BANK OF AMERICA, N.A.,
as a Lender
By:	/s/ Martha Novak
	Name: Martha Novak
	Title: Senior Vice President

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

UNICREDIT BANK AG, NEW YORK BRANCH,
as a Lender
By:	/s/ Kimberly Sousa
	Name: Kimberly Sousa
	Title: Managing Director
By:	/s/ Jakub Gazi
	Name: Jakub Gazi
	Title: Senior Associate

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

BNP PARIBAS,
as a Lender
By:	/s/ John Bosco
	Name: John Bosco
	Title: Managing Director
By:	/s/ Adam Caretti
	Name: Adam Caretti
	Title: Director

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:	/s/ Michael Amodio
Name:	Michael Amodio
Title:	Vice President and Treasurer

[Signature Page –Waiver Letter (Term Loan Credit Agreement)]

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Exhibit 99.8

AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 20, 2023 (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, and as further amended, restated, modified or supplemented through the date hereof, the “Receivables Purchase Agreement”).

C. The parties are entering into this Amendment to amend or otherwise modify the Receivables Purchase Agreement.

AGREEMENT

1. Definitions. Capitalized terms are used in this Amendment as defined in Exhibit I to the Receivables Purchase Agreement. The rules of interpretation set forth in Appendix A to the Receivables Purchase Agreement are hereby incorporated as if fully set forth herein.

Amendments to Receivables Purchase Agreement. Subject to the occurrence of the Effective Date (as hereinafter defined), the Receivables Purchase Agreement is hereby amended as follows:

(a) Clause (f) of Section 9.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(f) (i) the average of the Delinquency Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to each Calculation Period ending on or prior to May 30, 2020, 14.50%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020 and September 26, 2020, 18.50%; (C) with respect to the Calculation Period ending on October 31, 2020, 16.00%; and (D) with respect to each Calculation Period beginning after October 31, 2020, 14.50%;

(ii) the average of the Default Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to each Calculation Period ending on or prior to May 30, 2020, 2.50%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020, September 26, 2020, October 31, 2020 and November 28, 2020, 6.00%; (C) with respect to each Calculation Period beginning after November 28, 2020 and ending on or prior to November 4, 2023, 2.50%; (D) with respect to the Calculation Periods ending on December 2, 2023, December 30, 2023 and February 3, 2024, 3.50%; and (E) with respect to each Calculation Period beginning after February 3, 2024, 2.50%;

(iii) the average of the Dilution Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to any Calculation Period ending on or prior to May 30, 2020, 6.25%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020, September 26, 2020, and October 31, 2020, 9.50%; and (C) with respect to each Calculation Period beginning after October 31, 2020, 6.25%; or

(iv) the average of the Portfolio Turnover, computed for each of the immediately preceding three Calculation Periods shall exceed (A) with respect to each Calculation Period ending on or prior to September 26, 2020, 70 days; (B) with respect to each Calculation Period beginning after September 26, 2020 and ending on or prior to November 4, 2023, 50 days; (C) with respect to the Calculation Periods ending on December 2, 2023, December 30, 2023 and February 3, 2024, 65 days; and (E) with respect to each Calculation Period beginning after February 3, 2024, 50 days; or”

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 counterparts of this Amendment duly executed by the other parties hereto.

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.

[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

Amendment No. 9 to Receivables Purchase Agreement

HENRY SCHEIN, INC.,
as Servicer
By:	/s/ Michael Amodio
	Name: Michael Amodio
	Title: Vice President and Treasurer
Solely with respect to Section 10:
HENRY SCHEIN, INC.,
as Performance Guarantor
By:	/s/ Michael Amodio
	Name: Michael Amodio
	Title: Vice President and Treasurer

Amendment No. 9 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

Amendment No. 9 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. 9 to Receivables Purchase Agreement

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

Amendment No. 9 to Receivables Purchase Agreement

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. 9 to Receivables Purchase Agreement

THE TORONTO DOMINION BANK,
as Purchaser Agent and the Related Committed Purchaser for the TD Purchaser Group
By:	/s/ Luna Mills
	Name: Luna Mills
	Title: Managing Director

Amendment No. 9 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. 9 to Receivables Purchase Agreement

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Exhibit 99.9

AMENDMENT NO. 10 TO RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 10 TO RECEIVABLES PURCHASE AGREEMENT, dated as of February 23, 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, and as further amended, restated, modified or supplemented through the date hereof, the “Receivables Purchase Agreement”).

C. The parties are entering into this Amendment to amend or otherwise modify the Receivables Purchase Agreement.

AGREEMENT

Amendments to Receivables Purchase Agreement. Subject to the occurrence of the Effective Date (as hereinafter defined), the Receivables Purchase Agreement is hereby amended as follows:

(a) Clause (f) of Section 9.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(f) (i) the average of the Delinquency Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to each Calculation Period ending on or prior to May 30, 2020, 14.50%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020 and September 26, 2020, 18.50%; (C) with respect to the Calculation Period ending on October 31, 2020, 16.00%; (D) with respect to the Calculation Periods ending on March 2, 2024 and March 30, 2024, 16.50%; and (E) with respect to each Calculation Period beginning after March 30, 2024, 14.50%;

(ii) the average of the Default Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to each Calculation Period ending on or prior to May 30, 2020, 2.50%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020, September 26, 2020, October 31, 2020 and November 28, 2020, 6.00%; (C) with respect to each Calculation Period beginning after November 28, 2020 and ending on or prior to November 4, 2023, 2.50%; (D) with respect to the Calculation Periods ending on December 2, 2023 and December 30, 2023, 3.50%; (E) with respect to the Calculation Periods ending on February 3, 2024, March 2, 2024 and March 30, 2024, 5.50%; (F) with respect to the Calculation Periods ending on April 27, 2024 and June 1, 2024, 4.50%; and (G) with respect to each Calculation Period beginning after June 1, 2024, 2.50%;

(iii) the average of the Dilution Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to any Calculation Period ending on or prior to May 30, 2020, 6.25%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020, September 26, 2020, and October 31, 2020, 9.50%; (C) with respect to the Calculation Periods ending on March 2, 2024 and March 30, 2024, 7.50%; and (D) with respect to each Calculation Period beginning after March 30, 2024, 6.25%; or

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 as of February 3, 2024 (the “Effective Date”) when each Purchaser Agent shall have received counterparts of this Amendment duly executed by the other parties hereto.

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.

[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.,<br> <br>as Seller
By:	/s/ Michael Amodio
	Name: Michael Amodio
	Title: Treasurer

Amendment No. 10 to Receivables Purchase Agreement

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. 10 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

Amendment No. 10 to Receivables Purchase Agreement

VICTORY RECEIVABLES CORPORATION,<br> <br>as<br>an Uncommitted Purchaser
By:	/s/ Kevin J. Corrigan
	Name: Kevin J. Corrigan
	Title: Vice President

Amendment No. 10 to Receivables Purchase Agreement

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

Amendment No. 10 to Receivables Purchase Agreement

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),<br><br><br>as Agent
By:	/s/ Eric Williams
	Name: Eric Williams
	Title: Managing Director

Amendment No. 10 to Receivables Purchase Agreement

THE TORONTO DOMINION BANK,<br> <br>as<br>Purchaser Agent and the Related Committed Purchaser for the TD Purchaser Group
By:	/s/ Luna Mills
	Name: Luna Mills
	Title: Managin Director

Amendment No. 10 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. 10 to Receivables Purchase Agreement