What changed in this filing

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Item 9A. Controls and Procedures

2022-02-15 compared with 2021-02-17 · 191 added, 524 removed, 153 unchanged (82% of the section changed)

1 unchanged sentence

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”).

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 26,

2020 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.

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 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 25, 2021, 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.

Changes in Internal Control over Financial Reporting

The combination of acquisitions and continued acquisition integrations undertaken

during the quarter and carried

over from prior quarters as well as changes to the operating methods of some

of our internal controls over financial

reporting due to the COVID-19 pandemic, when considered in the aggregate,

represents a material change in our

internal control over financial reporting.

During the quarter ended December 26, 2020,

we completed the acquisition of a dental business in North America

with approximate aggregate annual revenues of approximately $20

In addition, post-acquisition integration

related activities continued for our global dental and North American

medical businesses acquired during prior

quarters, representing aggregate annual revenues of approximately $370 million.

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.

All acquisitions and continued acquisition integrations involve necessary

and appropriate change-management

controls that are considered in our annual assessment of the design and operating effectiveness of

control over financial reporting.

In addition, as a result of a combination of continued governmental imposed

and Company directed closures of

some of our facilities due to the COVID-19 pandemic, we have had

to maintain a number of changes to the

operating methods of some of our internal controls.

For example, moving

from manual sign-offs and in-person

meetings to electronic sign-offs and electronic communications such as email and

telephonic or video conference

due to out-of-office working arrangements.

However, the design of our internal control framework and objectives

over financial reporting remains unchanged and we do not believe that

these changes have materially affected, or

are reasonably likely to materially affect, the effectiveness of our internal control over financial

The combination of acquisitions and continued acquisition integrations undertaken during the quarter and carried over from prior quarters, as well as changes to the operating methods of some of our internal controls over financial reporting due to the COVID-19 pandemic, when considered in the aggregate, represents a material change in our internal control over financial reporting.

During the quarter ended December 25, 2021, we completed the acquisition of a dental business in North America with annual revenues of approximately $62 million.

In addition, post-acquisition integration related activities continued for our medical and dental businesses acquired during prior quarters, representing aggregate annual revenues of approximately $429 million.

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.

All acquisitions and continued acquisition integrations involve necessary and appropriate change-management controls that are considered in our quarterly assessment of the design and operating effectiveness of our internal control over financial reporting.

In addition, as a result of a combination of continued government imposed and Company directed closures of some of our facilities due to the COVID-19 pandemic, we have had to maintain a number of changes to the operating methods of some of our internal controls.

For example, moving from manual sign-offs and in-person meetings to electronic sign-offs and electronic communications such as email and telephonic or video conference due to out-of-office working arrangements.

However, the design of our internal control framework and objectives over financial reporting remains unchanged and we do not believe that these changes have materially affected, or are reasonably likely to materially affect, the effectiveness of our internal control over financial reporting.

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 of Directors 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

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 26, 2020.

The effectiveness of our internal control over financial reporting as of December 26,

2020 has been independently

audited by BDO USA, LLP, an independent registered public accounting firm, and their attestation is included

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 of Directors 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 25, 2021.

The effectiveness of our internal control over financial reporting as of December 25, 2021, has been independently audited by BDO USA, LLP, an independent registered public accounting firm, and their attestation is included herein.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

that the objectives of the internal control system are met.

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.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met.

Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on Internal Control over Financial Reporting

have audited Henry

Schein, Inc.’s

(the “Company’s”)

internal control over

financial reporting as

26, 2020, based on criteria established in

Internal Control – Integrated Framework (2013)

issued by the Committee

Organizations

based on the COSO criteria.

consolidated statements

income, comprehensive

stockholders’ equity,

schedule and our report dated February 17, 2021 expressed an unqualified

opinion thereon.

We have audited Henry Schein, Inc.’s (the “Company’s”) internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 25, 2021 and December 26, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 25, 2021, and the related notes and schedule and our report dated February 15, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s

management is

responsible for

maintaining effective

internal control

over financial

reporting and

effectiveness

“Item 9A, Management’s

Report on Internal

Control over Financial Reporting”.

responsibility is to express

opinion on the

Company’s internal

control over financial

reporting based on

Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require

and perform the

obtain reasonable assurance

about whether effective

understanding

effectiveness

audit also included performing

such other procedures as we

considered necessary in the

circumstances.

that our audit provides a reasonable basis for our opinion.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

regarding the

reliability of

financial reporting

preparation of

financial statements

accurately and

fairly reflect

the transactions

and dispositions

with generally

accepted accounting

principles, and

that receipts

and expenditures

accordance with

authorizations of

management and

company’s assets that could have a material effect on the financial statements.

misstatements.

effectiveness

policies or procedures may deteriorate.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

2 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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 2021 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 of

Directors since our last disclosure of such procedures, which appeared

in our definitive 2020 Proxy Statement filed

pursuant to Regulation 14A on April 7, 2020.

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 2021 Proxy Statement to be filed pursuant to Regulation 14A,

to the extent responsive disclosure is

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

We intend to disclose on our Web

site any amendment to, or waiver of, a provision of the Code

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 2022 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 of Directors since our last disclosure of such procedures, which appeared in our definitive 2021 Proxy Statement filed pursuant to Regulation 14A on March 30, 2021.

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 2022 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.

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 2021 Proxy Statement

to be filed pursuant to Regulation 14A.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder

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 2022 Proxy Statement to be filed pursuant to Regulation 14A.

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.

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 26, 2020:

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 25, 2021:

Number of Common

Shares to be Issued Upon

Weighted- Average

Number of Common

1 unchanged sentence

Exercise Price of

Shares Available

Shares Available for

Plan Category

4 unchanged sentences

Plans Not Approved by Stockholders

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

2021 Proxy Statement to be filed

pursuant to Regulation 14A.

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 2022 Proxy Statement to be filed pursuant to Regulation 14A.

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 2021 Proxy Statement

to be filed pursuant to Regulation

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 2022 Proxy Statement to be filed pursuant to Regulation 14A.

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 2021 Proxy

Statement to be filed pursuant to Regulation 14A.

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 2022 Proxy Statement to be filed pursuant to Regulation 14A.

Exhibits, Financial Statement Schedules

1 unchanged sentence

Financial Statements:

Our Consolidated Financial Statements filed as a part of this report

are listed on the index on

Our Consolidated Financial Statements filed as a part of this report are listed on the index on

Financial Statement Schedules:

3 unchanged sentences

See exhibits listed under Item 15(b) below.

Contribution and Distribution Agreement, dated as of April 20, 2018, by and among us, HS

Spinco, Inc., Direct Vet Marketing, Inc.

Contribution and Distribution Agreement, dated as of April 20, 2018, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc.

and Shareholder Representative Services LLC.

(Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 23,

2018 (film no.

Agreement and Plan of Merger, dated as of April 20, 2018, by and among us, HS Spinco, Inc,

HS Merger Sub, Inc., Direct Vet Marketing, Inc.

(Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 23, 2018 (film no.

Agreement and Plan of Merger, dated as of April 20, 2018, by and among us, HS Spinco, Inc, HS Merger Sub, Inc., Direct Vet Marketing, Inc.

and Shareholder Representative Services LLC.

(Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on April 23,

2018 (film no.

(Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on April 23, 2018 (film no.

Letter Agreement, Amendment No.

1 to Contribution and Distribution Agreement and

Amendment No.

1 to Agreement and Plan of Merger, dated as of September 14, 2018, by and

among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc.

and Shareholder

Representative Services LLC.( Incorporated by reference to Exhibit 2.3 to our Annual Report

on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

1 to Contribution and Distribution Agreement and Amendment No.

1 to Agreement and Plan of Merger, dated as of September 14, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc.

and Shareholder Representative Services LLC.( Incorporated by reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

Letter Agreement and Amendment No.

2 to Contribution and Distribution Agreement, dated as

of November 30, 2018, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc.

Shareholder Representative Services LLC.

(Incorporated by reference to Exhibit 2.4 to our

Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February

2 to Contribution and Distribution Agreement, dated as of November 30, 2018, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc.

and Shareholder Representative Services LLC.

(Incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

Letter Agreement and Amendment No.

3 to Contribution and Distribution Agreement and

Amendment No.

2 to Agreement and Plan of Merger, dated as of December 25, 2018, by and

among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc.

and Shareholder

Representative Services LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on

Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

3 to Contribution and Distribution Agreement and Amendment No.

2 to Agreement and Plan of Merger, dated as of December 25, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc.

and Shareholder Representative Services LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

Letter Agreement and Amendment No.

4 to Contribution and Distribution Agreement, dated as

of January 15, 2019, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc.

Shareholder Representative Services LLC.(Incorporated by reference to Exhibit 2.6 to our

Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February

4 to Contribution and Distribution Agreement, dated as of January 15, 2019, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc.

and Shareholder Representative Services LLC.(Incorporated by reference to Exhibit 2.6 to our Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

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.)

Second Amended and Restated By-Laws of Henry Schein, Inc.

(Incorporated by reference to

Exhibit 3.2 to our Current Report on Form 8-K filed on June 1, 2018.)

Second Amended and Restated Multicurrency Master Note Purchase Agreement dated as of

June 29, 2018, by and among us, Metropolitan Life Insurance Company, MetLife Investment

Advisors Company, LLC and each MetLife affiliate which becomes party thereto.

(Incorporated

by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on July 2, 2018.)

First Amendment to Second Amended and Restated Multicurrency Master Note Purchase

Agreement, dated as of June 23, 2020, 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 3.1 to our Current Report on Form 8-K filed on June 1, 2018.)

Second Amended and Restated Master Note Facility dated as of June 29, 2018, by and among

LLC and each New York Life affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on July 2,

First Amendment to Second Amended and Restated Master Note Facility, dated as of June 23,

2020, by and among us, NYL Investors LLC and each New York Life affiliate which becomes

party thereto.

(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed

on June 25, 2020.)

Second Amended and Restated Multicurrency Private Shelf Agreement dated as of June 29,

us, PGIM, Inc.

Third Amended and Restated By-Laws of the Company, effective May 13, 2021.

(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 17, 2021.)

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.)

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.)

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 4.1 to our Current Report on Form 8-K filed on July 2,

First Amendment to Second Amended and Restated Multicurrency Private Shelf Agreement,

dated as of June 23, 2020, by and among us, PGIM, Inc.

and each Prudential affiliate which

becomes party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current Report on Form

8-K filed on June 25, 2020.)

(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on October 21, 2021.)

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.)

Description of Securities.+

(Incorporated by reference to Exhibit 4.4 to our Annual Report on

Form 10-K for the fiscal year ended December 28, 2019 filed on February 20, 2020.)

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.)**

Form of 2017 Restricted Stock Unit Agreement for time-based restricted stock 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 April 1, 2017 filed on May 9, 2017.)**

Form of 2018 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 10.4 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**

Form of 2018 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 10.5 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**

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.)**

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.)**

(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 16, 2013.)**

Form of 2018 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 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**

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.)**

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.)**

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.)

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 26, 2020.)**

Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc.

2020 Stock Incentive Plan (as amended and restated effective as of May 21, 2020).

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2021.)**

Form of 2021 Special Pandemic Recognition Award Restricted Stock Unit Agreement for time-based restricted stock unit awards pursuant to the Henry Schein, Inc.

2020 Stock Incentive Plan (as amended and restated effective as of May 21, 2020).

(Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2021 filed on May 4, 2021.)**

Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan.

(Incorporated by

reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 27, 2015 filed on July 29, 2015.)**

Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan (as

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

(Incorporated by reference to Exhibit 10.6

to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2015 filed on July 29, 2015.)**

Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards pursuant to the Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan (as amended and restated effective as of June 22, 2015).

(Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**

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.)**

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.)**

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, 2020 filed on

February 20, 2020.)**

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, 2020 filed on February 20, 2020.)**

Amendment Number Two to the Henry Schein, Inc.

Supplemental Executive Retirement Plan,

amended and restated effective as of January 1, 2014.

(Incorporated by reference to Exhibit 10.3

to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020 filed on May

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.)**

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.)**

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.)**

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.)**

(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on Schedule 14A, filed on April 27, 2004.)**

Henry Schein, Inc.

Non-Employee Director Deferred Compensation Plan, amended and restated

effective as of January 1, 2005.

(Incorporated by reference to Exhibit 10.11 to our Annual

Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24,

Non-Employee Director Deferred Compensation Plan, amended and restated effective as of January 1, 2005.

(Incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24, 2009.)**

Henry Schein, Inc.

Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.23 to

our Annual Report on Form 10-K for the fiscal year ended December 25, 2010 filed on

February 22, 2011.)**

(Incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K for the fiscal year ended December 25, 2010 filed on February 22, 2011.)**

Amendment to the Henry Schein, Inc.

Deferred Compensation Plan.

(Incorporated by reference

to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended December 31,

2011 filed on February 15, 2012.)**

(Incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 15, 2012.)**

Amendment Number Two to the Henry Schein, Inc.

Deferred Compensation

(Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the

fiscal year ended December 28, 2013 filed on February 11, 2014.)**

Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 filed on February 11, 2014.)**

Amendment Number Three to the Henry Schein, Inc.

Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal

year ended December 28, 2013 filed on February 11, 2014.)**

(Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 filed on February 11, 2014.)**

Amendment Number Four to the Henry Schein, Inc.

Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal

year ended December 31, 2016 filed on February 21, 2017.)**

(Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed on February 21, 2017.)**

Amendment Number Five to the Henry Schein, Inc.

Deferred Compensation Plan.

(Incorporated

by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended

December 28, 2020 filed on February 20, 2020.)**

(Incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2020 filed on February 20, 2020.)**

Amendment Number Six to the Henry Schein, Inc.

Deferred Compensation Plan.

(Incorporated

by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

March 28, 2020 filed on May 5, 2020.)**

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.)**

Henry Schein, Inc.

2020 Recovery Performance Plan.

(Incorporated by reference to Exhibit

10.1 to our Current Report on Form 8-K filed on August 12, 2020.)**

Amended and Restated Employment Agreement dated as of August 8, 2019, by and between

Henry Schein, Inc.

(Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**

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.)**

Amended and Restated Employment Agreement dated as of August 8, 2019, by and between Henry Schein, Inc.

and Stanley M.

(Incorporated by reference to Exhibit 10.1 to our

Current Report on Form 8-K filed on August 9, 2019.)**

Voluntary Salary Waiver effective April 6, 2020, by and between Henry Schein, Inc.

(Incorporated by reference to Exhibit 10.5 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**

Voluntary Salary Waiver effective June 19, 2020, by and between Henry Schein, Inc.

(Incorporated by reference to Exhibit 10.9 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended June 27, 2020 filed on August 4, 2020.)**

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2019.)**

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

Bergman Pursuant to the

Henry Schein, Inc.

Bergman Pursuant to the Henry Schein, Inc.

2013 Stock Incentive Plan (as Amended and Restated as of May 14, 2013).

1 unchanged sentence

Form of Time-Based RSU Award Agreement for Stanley M.

Bergman Pursuant to the Henry

Bergman Pursuant to the Henry Schein, Inc.

2013 Stock Incentive Plan (as Amended and Restated as of May 14, 2013).

(Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 9, 2019.)**

Form of Amended and Restated Change in Control Agreement dated December 12, 2008

between us and certain executive officers who are a party thereto (Gerald Benjamin, James

Breslawski, Michael S.

Form of Amended and Restated Change in Control Agreement dated December 12, 2008 between us and certain executive officers who are a party thereto (Gerald Benjamin, James Breslawski, Michael S.

Ettinger, Mark Mlotek and Steven Paladino, respectively).

(Incorporated

by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended

December 27, 2008 filed on February 24, 2009.)**

Form of Amendment to Amended and Restated Change in Control Agreement effective January

1, 2012 between us and certain executive officers who are a party thereto (Gerald Benjamin,

James Breslawski, Michael S.

(Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24, 2009.)**

Form of Amendment to Amended and Restated Change in Control Agreement effective January 1, 2012 between us and certain executive officers who are a party thereto (Gerald Benjamin, James Breslawski, Michael S.

Ettinger, Mark Mlotek and Steven Paladino, respectively).

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 20, 2012.)**

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.)

Credit Agreement, dated as of April 17, 2020, among us, the several lenders parties thereto,

JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and joint bookrunner,

Bank National Association, as joint lead arranger and joint bookrunner.

(Incorporated

by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 20, 2020.)

Credit Agreement, dated as of April 18, 2017, among the Company, the several lenders parties

thereto, JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and joint

bookrunner, U.S.

Bank National Association, as syndication agent, joint lead arranger and joint

bookrunner, together with the exhibits and schedules thereto.

(Incorporated by reference to

Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2017.)

First Amendment, dated as of June 29, 2018, among us, the several lenders parties thereto, and

JPMorgan Chase Bank, N.A., as administrative agent, lead arranger and lead bookrunner.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 2,

Second Amendment, dated as of April 17, 2020, among us, the several lenders parties thereto,

and JPMorgan Chase Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit

10.2 to our Current Report on Form 8-K filed on April 20, 2020.)

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.)

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.) **

Amended and Restated Revolving Credit Agreement, dated as of August 20, 2021, among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 23, 2021.)

Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent and the various purchaser groups from time to time party thereto.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2013.)

Amendment No.

1 dated as of September 22, 2014 to the Receivables Purchase Agreement,

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of

Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various purchaser groups

from time to time party thereto, as amended.

(Incorporated by reference to Exhibit 10.2 to our

Current Report on Form 8-K filed on September 26, 2014.)

1 dated as of September 22, 2014 to the Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various purchaser groups from time to time party thereto.

(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 26, 2014.)

Amendment No.

2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as of

April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of

Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups

party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

Amendment No.

3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as of

April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of

Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups

party thereto.

(Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

Amendment No.

4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as of

April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of

Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups

party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended September 30, 2017 filed on November 6, 2017.)

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.)

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.)

5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)

Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the various purchaser groups from time to time party thereto, as amended.

(Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2020 filed on August 4, 2020.)

Amendment No.

6 dated as of June 22, 2020 to the Receivables Purchase Agreement, dated as

of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the

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

(Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)

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.)

6 dated as of June 22, 2020 to the Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the various purchaser groups from time to time party thereto.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)

Amendment No.

7 dated as of October 20, 2021 to Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the various purchaser groups from time to time party thereto.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 21, 2021.)

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.)

1, dated July 22, 2013, to Receivables Purchase Agreement dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)

Omnibus Amendment No.

2, dated April 21, 2014, to Receivables Purchase Agreement dated as

of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as seller, The Bank of

Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party

thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain

of our wholly-owned subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to

Exhibit 10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014

filed on May 6, 2014.)

Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our

wholly-owned subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to Exhibit

10.2 to our Current Report on Form 8-K filed on April 19, 2013.)

Form of Indemnification Agreement between us and certain directors and executive officers

who are a party thereto (Mohamed Ali, Barry J.

Alperin, Ph.D., Paul Brons, Deborah Derby,

Shira Goodman, Joseph L.

2, dated April 21, 2014, to Receivables Purchase Agreement dated as of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)

Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 19, 2013.)

Form of Indemnification Agreement between us and certain directors and executive officers who are a party thereto (Mohamed Ali, Barry J.

Alperin, Ph.D., Deborah Derby, Joseph L.

Herring, Kurt P.

1 unchanged sentence

Laskawy, Anne H.

Carol Raphael, E.

Dianne Rekow, DDS, Ph.D., Bradley T.

Sheares, Ph.D., Gerald A.

Margulies, Carol Raphael, E.

Dianne Rekow, DDS, Ph.D., Scott P.

Serota, Bradley T.

Sheares, Ph.D., Reed V.

Tuckson, M.D., FACP, Gerald A.

Benjamin, Stanley M.

Bergman, James P.

Breslawski, Michael S.

Ettinger, Mark E.

Mlotek, Steven

Paladino, and Walter Siegel, 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.)**

Breslawski, Brad Connett, Michael S.

Ettinger, Lorelei McGlynn, Mark E.

Mlotek, Steven Paladino and Walter Siegel, 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.)**

List of our Subsidiaries.+

Consent of BDO USA, LLP.+

Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906

of the Sarbanes-Oxley Act of 2002.+

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.+

Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+

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.+

Inline XBRL Taxonomy Extension Schema Document+

3 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document+

The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K

for the year ended December 26, 2020, formatted in Inline XBRL

(included within Exhibit 101 attachments).+

The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K for the year ended December 25, 2021, formatted in Inline XBRL (included within Exhibit 101 attachments).+

+ Filed or furnished herewith.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

hereby agrees to furnish supplementally a copy of any of the omitted schedules and exhibits upon request

The Company hereby agrees to furnish supplementally a copy of any of the omitted schedules and exhibits upon request by the U.S.

Securities and Exchange Commission.

1 unchanged sentence

Form 10-K Summary

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.

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.

2 unchanged sentences

February 15, 2022

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.

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.

/s/ STANLEY M.

3 unchanged sentences

/s/ STEVEN PALADINO

Executive Vice President,

Chief Financial Officer

Executive Vice President, Chief Financial Officer

February 15, 2022

1 unchanged sentence

and Director (principal financial and accounting officer)

Vice Chairman, President

Vice Chairman, President and Director

February 15, 2022

5 unchanged sentences

February 15, 2022

February 17, 2021

/s/ DEBORAH DERBY

1 unchanged sentence

Deborah Derby

/s/ SHIRA GOODMAN

February 17, 2021

Shira Goodman

/s/ JOSEPH L.

8 unchanged sentences

February 15, 2022

Dianne Rekow,

Dianne Rekow, DDS, Ph.D.

/s/ SCOTT SEROTA

February 15, 2022

/s/ BRADLEY T.

February 15, 2022

and Qualifying Accounts

TUCKSON, M.D., FACP

February 15, 2022

Tuckson, M.D., FACP

Valuation and Qualifying Accounts

(in thousands)

1 unchanged sentence

(credited) to

Deductions (3)

ended December 26, 2020:

Year ended December 25, 2021:

Allowance for doubtful accounts

ended December 28, 2019:

Year ended December 26, 2020:

Allowance for doubtful accounts

ended December 29, 2018:

Year ended December 28, 2019:

Allowance for doubtful accounts

Represents amounts charged to bad debt expense.

Amounts charged (credited) to other accounts primarily relate to provision for late fees and the impact

of foreign currency exchange rates and

the adoption of ASU No.

Represents amounts charged (credited) to bad debt expense.

Amounts charged (credited) to other accounts primarily relate to provision for late fees and the impact of foreign currency exchange rates and the adoption of ASU No.

2016-13 effective December 29, 2019.

1 unchanged sentence

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 9A. Controls and Procedures