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Item 5. Market for Registrant’s Common Equity

2022-02-15 compared with 2021-02-17 · 27 added, 142 removed, 11 unchanged (94% of the section changed)

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 8, 2021, there were approximately 235 holders of record of our common

stock and the last reported

sales price was $70.78.

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 7, 2022, there were approximately 90,000 holders of record of our common stock and the last reported sales price was $76.28.

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

Subsequent additional

increases totaling $3.7 billion, authorized by our Board of Directors,

to the repurchase program provide for a total

of $3.8 billion of shares of our common stock to be repurchased under this program.

As of December 26, 2020,

we had repurchased approximately $3.6 billion of common stock (75,563,289

under these initiatives, with $201.2 million available for future common stock

share repurchases.

As a result of the COVID-19 pandemic, as previously announced, we have

temporarily suspended our share

repurchase program in an effort to preserve cash and exercise caution in this uncertain

period and due to certain

restrictions related to financial covenants in our credit facilities.

During the fiscal quarter ended December 26, 2020, we did not make any

repurchases of our common stock.

maximum number of shares that could 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.

The maximum number of shares that could be

repurchased as of October 31, 2020, November 28, 2020, and December

26, 2020 were 3,164,694, 3,159,724 and

3,056,528, respectively.

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 $4.1 billion, authorized by our Board of Directors, to the repurchase program provide for a total of $4.2 billion (including $400 million authorized on May 13, 2021) of shares of our common stock to be repurchased under this program.

On March 8, 2021, we announced the reinstatement of our share repurchase program, which was previously suspended in April 2020 as a result of the COVID-19 pandemic.

As of December 25, 2021, we had repurchased approximately $4.0 billion of common stock (81,068,993 shares) under these initiatives, with $200.0 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 25, 2021:

Maximum Number

Purchased as Part

of Our Publicly

Be Purchased Under

Purchased (1)

Announced Program

Our Program (2)

9/26/2021 through 10/30/2021

10/31/2021 through 11/27/2021

11/28/2021 through 12/25/2021

All repurchases were executed in the open market under our existing publicly announced authorized program.

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 2021 or 2020.

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 of

Directors and

will depend upon the earnings, financial condition, capital requirements,

level of indebtedness, contractual

restrictions with respect to payment of dividends and other factors.

We currently do not anticipate declaring any cash or stock dividends on our common stock in the foreseeable future.

We intend to retain earnings to finance the expansion of our business and for general corporate purposes, including our share repurchase program.

Any declaration of dividends will be at the discretion of our Board of Directors and will depend upon the earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends and other factors.

Stock Performance Graph

The graph below compares the cumulative total stockholder return

on $100 invested, assuming the reinvestment of

all dividends, on December 26, 2015, the last trading day before the

beginning of our 2016 fiscal year, through the

end of our 2020 fiscal year with the cumulative total return on $100

invested for the same period in the Dow Jones

The graph below compares the cumulative total stockholder return on $100 invested, assuming the reinvestment of all dividends, on December 31, 2016, the last trading day before the beginning of our 2017 fiscal year, through the end of our 2021 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

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

ASSUMES $100 INVESTED ON DECEMBER 31, 2016

4 unchanged sentences

Composite Index

Selected Financial Data

The following selected financial data, with respect to our financial position

and results of operations for each of the

five fiscal years in the period ended December 26, 2020, set forth below, has been derived from, should be read in

conjunction with and is qualified in its entirety by reference to, our consolidated

financial statements and notes

The selected financial data presented below should also be read

in conjunction with

Management's Discussion and Analysis of Financial Condition

and Results of Operations

Financial Statements and Supplementary Data

(in thousands, except per share data)

Income Statement Data:

Selling, general and administrative expenses

Litigation settlements

Restructuring costs (1)

Operating income

Other expense, net

Income from continuing operations before taxes, equity

in earnings of affiliates and noncontrolling interests

Income taxes (2)

Equity in earnings of affiliates

Net gain (loss) on sale of equity investments (3)

Net income from continuing operations

Income (loss) from discontinued operations

Net income attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling

interests from discontinued operations

Net income attributable to Henry Schein, Inc.

Amounts attributable to Henry Schein, Inc.:

Continuing operations

Discontinued operations

Net income attributable to Henry Schein, Inc.

Earnings (loss) per share attributable to

Henry Schein, Inc.:

From continuing operations:

From discontinued operations:

Earnings per share attributable to Henry Schein, Inc.:

Weighted-average common shares outstanding:

(in thousands)

Net Sales by Market Data:

Health care distribution (4):

Total health care distribution

Technology and value-added services (5)

Total excluding Corporate TSA revenues

Corporate TSA revenues (6)

(in thousands)

Balance Sheet Data:

Long-term debt

Redeemable noncontrolling interests

Stockholders' equity

Restructuring costs for the year ended December 26, 2020 consist primarily of severance costs, including severance pay and benefits

of $25.8 million, facility closing costs of $5.9 million and other costs of $0.4 million.

Restructuring costs for the year ended

December 28, 2019 consist primarily of severance costs, including severance pay and benefits of $13.8 million and facility closing

costs of $0.9 million.

Restructuring costs for the year ended December 29, 2018 consist primarily of severance costs, including

severance pay and benefits of $50.2 million, facility closing costs of $3.2 million and other costs of $1.0 million.

Restructuring costs

for the year ended December 31, 2016 consist primarily of severance costs, including severance pay and benefits of $33.8 million,

facility closing costs of $3.2 million and other costs of $1.6 million.

See “Management’s Discussion and Analysis of Financial

Condition and Results of Operations – Plans of Restructuring” herein and the consolidated financial statements and related notes

contained in ITEM 8.

In 2018 we recorded (a) a $10.0 million net credit to income tax representing a change in our estimate of the transition tax on

deemed repatriated foreign earnings, (b) a one-time income tax charge of $3.9 million to income tax as a result of a reorganization of

legal entities related to Henry Schein One, (c) an income tax credit of $13.9 million ($10.6 million attributable to Henry Schein, Inc.)

resulting from a legal entity reorganization outside of the United States and (d) a one-time income tax charge of $3.1 million as a

result of the reorganization of legal entities completed in preparation for the Animal Health Spin-off.

In 2017 we recorded a one-

time income tax charge of $140 million related to the transition tax on deemed repatriated foreign earnings and a one-time income

tax charge of $3.0 million for the revaluation of deferred taxes associated with U.S.

tax reform legislation.

During the fourth quarter of 2019, we sold an equity investment in Hu-Friedy Mfg.

Co., LLC, a manufacturer of dental instruments

and infection prevention solutions.

In the fourth quarter of 2020 we received contingent proceeds of $2.1 million from the 2019 sale

of Hu-Friedy resulting in the recognition of an additional after-tax gain of $1.6 million.

Our investment was non-controlling, we

were not involved in running the business and had no representation on the board of directors.

During the fourth quarter of 2019, we

also sold certain other equity investments.

During 2017 we sold our equity ownership in E4D Technologies resulting in a loss of

approximately $17.6 million.

There was no tax benefit recognized related to this loss.

Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and

generic pharmaceuticals, vaccines, surgical products, diagnostic tests, personal protective equipment, infection-control products and

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

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

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity