HENRY SCHEIN INC 10-K

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, LLP; New York, NY; PCAOB ID# 243 ) 60 Consolidated Financial Statements : Balance Sheets as of December 25, 2021 and December 26, 2020 62 Statements of Income for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 63 Statements of Comprehensive Income for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 64 Statements of Changes in Stockholders’ Equity for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 65 Statements of Cash Flows for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 66 Notes to Consolidated Financial Statements 67 Note 1 – Basis of Presentation and Significant Accounting Policies 67 Note 2 – Revenue from Contracts with Customers 76 Note 3 – Segment and Geographic Data 77 Note 4 – Business Acquisitions and Divestitures 79 Note 5 – Property and Equipment, Net 82 Note 6 – Leases 83 Note 7 – Goodwill and Other Intangibles, Net 85 Note 8 – Investments and Other 86 Note 9 – Fair Value Measurements 86 Note 10 – Concentrations of Risk 89 Note 11 – Derivatives and Hedging Activities 89 Note 12 – Debt 91 Note 13 – Income Taxes 94 Note 14 – Commitments and Contingencies 98 Note 15 – Stock-Based Compensation 100 Note 16 – Employee Benefit Plans 103 Note 17 – Redeemable Noncontrolling Interests 106 Note 18 – Comprehensive Income 107 Note 19 – Discontinued Operations 109 Note 20 – Plans of Restructuring 111 Note 21 – Earnings Per Share 112 Note 22 – Supplemental Cash Flow Information 112 Note 23 – Related Party Transactions 113 Schedule II - Valuation and Qualifying Accounts for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 127 All other schedules are omitted because the required information is either inapplicable or is included in the consolidated financial statements or the notes thereto . 59 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and Board of Directors Henry Schein, Inc. Melville, NY Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Henry Schein, Inc. (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, the related notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company on December 25, 2021 and December 26, 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 25, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 15, 2022 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements; and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 60 Table of Contents Revenue growth rates utilized in the determination of the fair values of acquired customer relationships for certain acquisitions As described in Note 4 of the consolidated financial statements, the Company acquired several companies in the current year. As a result of the acquisitions, management was required to determine estimated fair values of the assets acquired and liabilities assumed, including certain identifiable intangible assets. In some instances, management utilized third-party valuation specialists to assist in the preparation of the valuation of certain identifiable intangible assets. Management exercised significant judgment to develop and select revenue growth rates in the measurement of the fair value of the customer relationships. We identified the revenue growth rates utilized in the determination of the fair values of acquired customer relationships for certain acquisitions, as a critical audit matter. The principal considerations for our determination included the following: (i) management utilizes significant unobservable inputs and assumptions in determining the projected revenue growth rates and (ii) changes in the revenue growth rates could have a significant impact on the fair value of acquired customer relationships for certain acquisitions. Auditing these elements involved especially subjective auditor judgment due to the nature and extent of audit effort required to address these matters. The primary procedures we performed to address this critical audit matter included:  Assessing the design and implementation of controls over the development of projected revenue growth rates used to determine the fair values of certain customer relationships.  Assessing the reasonableness of the projected revenue growth rates through: (i) evaluating historical performance, (ii) comparing historical revenue growth rates to audited financial statements, and (iii) assessing financial projections against industry metrics and peer-group companies. /s/ BDO USA, LLP We have served as the Company's auditor since 1984. New York, NY February 15, 2022 61 Table of Contents HENRY SCHEIN, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 25, December 26, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 117,965 $ 421,185 Accounts receivable, net of reserves of $ 67,168 and $ 88,030 1,451,829 1,424,787 Inventories, net 1,861,138 1,512,499 Prepaid expenses and other 413,103 432,944 Total current assets 3,844,035 3,791,415 Property and equipment, net 366,456 342,004 Operating lease right-of-use assets, net 324,950 288,847 Goodwill 2,854,150 2,504,392 Other intangibles, net 667,626 479,429 Investments and other 423,874 366,445 Total assets $ 8,481,091 $ 7,772,532 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,053,934 $ 1,005,655 Bank credit lines 50,530 73,366 Current maturities of long-term debt 10,640 109,836 Operating lease liabilities 76,393 64,716 Accrued expenses: Payroll and related 385,376 295,329 Taxes 136,919 138,671 Other 592,722 595,529 Total current liabilities 2,306,514 2,283,102 Long-term debt 811,346 515,773 Deferred income taxes 42,283 30,065 Operating lease liabilities 267,772 238,727 Other liabilities 376,672 392,781 Total liabilities 3,804,587 3,460,448 Redeemable noncontrolling interests 613,312 327,699 Commitments and contingencies 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, 137,145,558 outstanding on December 25, 2021 and 142,462,571 outstanding on December 26, 2020 1,371 1,425 Additional paid-in capital - - Retained earnings 3,595,233 3,454,831 Accumulated other comprehensive loss ( 171,478 ) ( 108,084 ) Total Henry Schein, Inc. stockholders' equity 3,425,126 3,348,172 Noncontrolling interests 638,066 636,213 Total stockholders' equity 4,063,192 3,984,385 Total liabilities, redeemable noncontrolling interests and stockholders' equity $ 8,481,091 $ 7,772,532 See accompanying notes. 62 Table of Contents HENRY SCHEIN, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) Years Ended December 25, December 26, December 28, 2021 2020 2019 Net sales $ 12,401,021 $ 10,119,141 $ 9,985,803 Cost of sales 8,728,770 7,304,913 6,894,917 Gross profit 3,672,251 2,814,228 3,090,886 Operating expenses: Selling, general and administrative 2,812,656 2,246,832 2,357,920 Restructuring costs 7,939 32,093 14,705 Operating income 851,656 535,303 718,261 Other income (expense): Interest income 6,451 9,842 15,757 Interest expense ( 27,600 ) ( 41,377 ) ( 50,792 ) Other, net 41 ( 3,873 ) ( 2,919 ) Income from continuing operations before taxes, equity in earnings of affiliates and noncontrolling interests 830,548 499,895 680,307 Income taxes ( 197,349 ) ( 95,374 ) ( 159,515 ) Equity in earnings of affiliates 20,009 12,344 17,900 Gain on sale of equity investments 7,318 1,572 186,769 Net income from continuing operations 660,526 418,437 725,461 Income (loss) from discontinued operations, net of tax - 986 ( 6,323 ) Net Income 660,526 419,423 719,138 Less: Net income attributable to noncontrolling interests ( 29,294 ) ( 15,629 ) ( 24,770 ) Plus: Net loss attributable to noncontrolling interests from discontinued operations - - 366 Net income attributable to Henry Schein, Inc. $ 631,232 $ 403,794 $ 694,734 Amounts attributable to Henry Schein Inc.: Continuing operations $ 631,232 $ 402,808 $ 700,691 Discontinued operations - 986 ( 5,957 ) Net income attributable to Henry Schein, Inc. $ 631,232 $ 403,794 $ 694,734 Earnings per share from continuing operations attributable to Henry Schein, Inc.: Basic $ 4.51 $ 2.83 $ 4.74 Diluted $ 4.45 $ 2.81 $ 4.69 Earnings (loss) per share from discontinued operations attributable to Henry Schein, Inc.: Basic $ - $ 0.01 $ ( 0.04 ) Diluted $ - $ 0.01 $ ( 0.04 ) Earnings per share attributable to Henry Schein, Inc.: Basic $ 4.51 $ 2.83 $ 4.70 Diluted $ 4.45 $ 2.82 $ 4.65 Weighted-average common shares outstanding: Basic 140,091 142,504 147,817 Diluted 141,773 143,404 149,257 See accompanying notes. 63 Table of Contents HENRY SCHEIN, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Years Ended December 25, December 26, December 28, 2021 2020 2019 Net income $ 660,526 $ 419,423 $ 719,138 Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) ( 83,841 ) 63,094 ( 4,070 ) Unrealized gain (loss) from foreign currency hedging activities 9,442 ( 7,456 ) ( 3,876 ) Unrealized investment gain (loss) ( 9 ) ( 5 ) 12 Pension adjustment gain (loss) 5,186 143 ( 5,924 ) Other comprehensive income (loss), net of tax ( 69,222 ) 55,776 ( 13,858 ) Comprehensive income 591,304 475,199 705,280 Comprehensive income attributable to noncontrolling interests: Net income ( 29,294 ) ( 15,629 ) ( 24,404 ) Foreign currency translation loss 5,828 3,513 1,848 Comprehensive income attributable to noncontrolling interests ( 23,466 ) ( 12,116 ) ( 22,556 ) Comprehensive income attributable to Henry Schein, Inc. $ 567,838 $ 463,083 $ 682,724 See accompanying notes. 64 Table of Contents HENRY SCHEIN, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (In thousands, except share and per share data) Accumulated Common Stock Additional Other Total $.01 Par Value Paid-in Retained Comprehensive Noncontrolling Stockholders' Shares Amount Capital Earnings Income (Loss) Interests Equity Balance, December 29, 2018 151,401,668 1,514 - 3,208,589 ( 248,771 ) 580,456 3,541,788 Cumulative impact of adopting new accounting standards - - - ( 274 ) - - ( 274 ) Net income (excluding $ 14,838 attributable to Redeemable noncontrolling interests from continuing operations and ($ 366 ) from discontinued operations) - - - 694,734 - 9,932 704,666 Foreign currency translation loss (excluding loss of $ 2,335 attributable to Redeemable noncontrolling interests and $ 592 gain from discontinued operations) - - - - ( 2,222 ) ( 105 ) ( 2,327 ) Unrealized loss from foreign currency hedging activities, net of tax benefit of $ 1,035 - - - - ( 3,876 ) - ( 3,876 ) Unrealized investment gain, net of tax of $ 2 - - - - 12 - 12 Pension adjustment loss, net of tax benefit of $ 1,806 - - - - ( 5,924 ) - ( 5,924 ) Dividends paid - - - - - ( 535 ) ( 535 ) Other adjustments - - ( 3 ) - - - ( 3 ) Change in fair value of redeemable securities - - 7,300 - - - 7,300 Noncontrolling interests and adjustments related to business acquisitions - - - - - 42,345 42,345 Adjustment for Animal Health Spin-off 87,629 1 - - - - 1 Repurchase and retirement of common stock ( 8,173,912 ) ( 82 ) ( 79,785 ) ( 445,133 ) - - ( 525,000 ) Stock issued upon exercise of stock options 2,526 - 34 - - - 34 Stock-based compensation expense 215,408 2 45,243 - - - 45,245 Shares withheld for payroll taxes ( 179,860 ) ( 1 ) ( 10,844 ) - - - ( 10,845 ) Settlement of stock-based compensation awards - - 160 - - - 160 Share Sale related to Animal Health business - - 361,090 - - - 361,090 Separation of Animal Health business - - ( 73,970 ) ( 543,158 ) 93,408 - ( 523,720 ) Transfer of charges in excess of capital - - ( 201,457 ) 201,457 - - - Balance, December 28, 2019 143,353,459 1,434 47,768 3,116,215 ( 167,373 ) 632,093 3,630,137 Cumulative impact of adopting new accounting standards - - - ( 412 ) - - ( 412 ) Net income (excluding $ 13,363 attributable to Redeemable noncontrolling interests from continuing operations) - - - 403,794 - 2,266 406,060 Foreign currency translation gain (excluding loss of $ 4,279 attributable to Redeemable noncontrolling interests) - - - - 66,607 766 67,373 Unrealized loss from foreign currency hedging activities, net of tax benefit of $ 2,768 - - - - ( 7,456 ) - ( 7,456 ) Unrealized investment loss, net of tax benefit of $ 1 - - - - ( 5 ) - ( 5 ) Pension adjustment gain, including tax benefit of $ 676 - - - - 143 - 143 Dividends paid - - - - - ( 1,086 ) ( 1,086 ) Purchase of noncontrolling interests - - ( 1,597 ) - - ( 701 ) ( 2,298 ) Change in fair value of redeemable securities - - ( 32,842 ) - - - ( 32,842 ) Noncontrolling interests and adjustments related to business acquisitions - - - - - 2,875 2,875 Repurchase and retirement of common stock ( 1,200,000 ) ( 12 ) ( 10,949 ) ( 62,828 ) - - ( 73,789 ) Stock-based compensation expense 545,864 5 8,783 - - - 8,788 Shares withheld for payroll taxes ( 236,752 ) ( 2 ) ( 14,475 ) - - - ( 14,477 ) Settlement of stock-based compensation awards - - ( 275 ) - - - ( 275 ) Separation of Animal Health business - - 1,649 - - - 1,649 Transfer of charges in excess of capital - - 1,938 ( 1,938 ) - - - Balance, December 26, 2020 142,462,571 1,425 - 3,454,831 ( 108,084 ) 636,213 3,984,385 Net income (excluding $ 23,358 attributable to Redeemable noncontrolling interests from continuing operations) - - - 631,232 - 5,936 637,168 Foreign currency translation gain (loss) (excluding loss of $ 6,005 attributable to Redeemable noncontrolling interests) - - - - ( 78,013 ) 177 ( 77,836 ) Unrealized gain from foreign currency hedging activities, net of tax of $ 3,275 - - - - 9,442 - 9,442 Unrealized investment loss, net of tax benefit of $ 3 - - - - ( 9 ) - ( 9 ) Pension adjustment gain, including tax of $ 2,426 - - - - 5,186 - 5,186 Dividends paid - - - - - ( 11,226 ) ( 11,226 ) Change in fair value of redeemable securities - - ( 160,279 ) - - - ( 160,279 ) Noncontrolling interests and adjustments related to business acquisitions - - - - - 6,966 6,966 Repurchase and retirement of common stock ( 5,505,704 ) ( 55 ) ( 53,550 ) ( 347,606 ) - - ( 401,211 ) Stock-based compensation expense 303,643 3 78,412 - - - 78,415 Shares withheld for payroll taxes ( 114,952 ) ( 2 ) ( 7,637 ) - - - ( 7,639 ) Settlement of stock-based compensation awards - - ( 170 ) - - - ( 170 ) Transfer of charges in excess of capital - - 143,224 ( 143,224 ) - - - Balance, December 25, 2021 137,145,558 1,371 - 3,595,233 ( 171,478 ) 638,066 4,063,192 See accompanying notes. 65 Table of Contents HENRY SCHEIN, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except per share data) Years Ended December 25, December 26, December 28, 2021 2020 2019 Cash flows from operating activities: Net income $ 660,526 $ 419,423 $ 719,138 Income (loss) from discontinued operations - 986 ( 6,323 ) Income from continuing operations 660,526 418,437 725,461 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 209,528 185,538 184,942 Impairment charge on intangible assets 713 20,275 - Gain on sale of equity investments ( 9,757 ) ( 2,096 ) ( 250,167 ) Stock-based compensation expense 78,415 8,788 44,920 Provision for (benefits from) losses on trade and other accounts receivable ( 7,748 ) 35,137 12,612 Benefit from deferred income taxes ( 10,985 ) ( 52,977 ) ( 4,057 ) Equity in earnings of affiliates ( 20,009 ) ( 12,344 ) ( 17,900 ) Distributions from equity affiliates 17,762 16,002 71,469 Changes in unrecognized tax benefits ( 1,947 ) ( 24,881 ) 1,941 Other ( 9,717 ) 5,012 5,684 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 4,162 ( 189,349 ) ( 72,689 ) Inventories ( 295,131 ) ( 31,817 ) 14,702 Other current assets 9,060 ( 6,479 ) ( 57,291 ) Accounts payable and accrued expenses 84,708 224,273 160,851 Net cash provided by operating activities from continuing operations 709,580 593,519 820,478 Net cash provided by (used in) operating activities from discontinued operations - 5,391 ( 166,391 ) Net cash provided by operating activities 709,580 598,910 654,087 Cash flows from investing activities: Purchases of fixed assets ( 79,015 ) ( 48,829 ) ( 76,219 ) Payments related to equity investments and business acquisitions, net of cash acquired ( 570,558 ) ( 60,173 ) ( 655,879 ) Proceeds from sale of equity investment 9,757 14,020 307,251 Proceeds from (repayments to) loan to affiliate ( 4,090 ) ( 1,243 ) 16,713 Other ( 33,311 ) ( 18,794 ) ( 14,175 ) Net cash used in investing activities from continuing operations ( 677,217 ) ( 115,019 ) ( 422,309 ) Net cash used in investing activities from discontinued operations - - ( 2,064 ) Net cash used in investing activities ( 677,217 ) ( 115,019 ) ( 424,373 ) Cash flows from financing activities: Net change in bank borrowings ( 18,408 ) 45,082 ( 927,912 ) Proceeds from issuance of long-term debt 305,000 501,421 741 Principal payments for long-term debt ( 122,270 ) ( 611,216 ) ( 260,944 ) Debt issuance costs ( 2,893 ) ( 3,879 ) ( 391 ) Debt extinguishment costs - ( 401 ) - Proceeds from issuance of stock upon exercise of stock options - - 34 Payments for repurchases of common stock ( 401,211 ) ( 73,789 ) ( 525,000 ) Payments for taxes related to shares withheld for employee taxes ( 7,471 ) ( 14,299 ) ( 10,814 ) Distribution received related to Animal Health Spin-off - - 1,120,000 Proceeds related to Animal Health Share Sale - - 361,090 Proceeds from (distributions to) noncontrolling shareholders ( 25,464 ) ( 7,886 ) 51,498 Acquisitions of noncontrolling interests in subsidiaries ( 60,240 ) ( 19,538 ) ( 2,358 ) Proceeds from (payments) to Henry Schein Animal Health Business - 2,711 ( 169,295 ) Net cash used in financing activities from continuing operations ( 332,957 ) ( 181,794 ) ( 363,351 ) Net cash provided by (used in) financing activities from discontinued operations - ( 5,391 ) 147,371 Net cash used in financing activities ( 332,957 ) ( 187,185 ) ( 215,980 ) Effect of exchange rate changes on cash and cash equivalents from continuing operations ( 2,626 ) 18,382 14,394 Effect of exchange rate changes on cash and cash equivalents from discontinued operations - - ( 2,240 ) Net change in cash and cash equivalents from continuing operations ( 303,220 ) 315,088 49,212 Net change in cash and cash equivalents from discontinued operations - - ( 23,324 ) Cash and cash equivalents, beginning of period 421,185 106,097 56,885 Cash and cash equivalents, end of period $ 117,965 $ 421,185 $ 106,097 See accompanying notes. 66 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except 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, the Netherlands, New Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United Arab Emirates and the United Kingdom. Principles of Consolidation 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 in 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. 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 the primary beneficiary, and we have the power to direct activities that most significantly affect the economic performance and have the obligation to absorb the majority of the losses or benefits. For this VIE, the trade accounts receivable transferred to the VIE are pledged as collateral to the related debt. The creditors have recourse to us for losses on these trade accounts receivable. At December 25, 2021 and December 26, 2020, certain trade accounts receivable that can only be used to settle obligations of this VIE were $ 138.0 million and $ 0.0 million, respectively and the liabilities of this VIE where the creditors have recourse to us were $ 105.0 million and $ 0.0 million, respectively. Use of Estimates The preparation of 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. In March 2020, the World Health Organization declared Novel Coronavirus Disease 2019 (“COVID-19”) a pandemic. The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of global financial markets. In response, many countries implemented business closures and restrictions, stay-at-home and social distancing ordinances and similar measures to combat the pandemic, which significantly impacted global business and dramatically reduced demand for dental products and certain medical products in the second quarter of 2020. Demand increased in the second half of 2020 and continued throughout 2021 resulting in growth over the prior year. 67 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) 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. Due to the significant uncertainty surrounding the future impact of COVID-19, our judgments regarding estimates and impairments could change in the future and may result in a material adverse effect on our financial condition and liquidity. However, the extent of the potential impact cannot be reasonably estimated at this time. Fiscal Year We report our results of operations and cash flows on a 52 - 53 week basis ending on the last Saturday of December. The years ended December 25, 2021, December 26, 2020 and December 28, 2019 consisted of 52 weeks. 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 do the following: • 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, the entity satisfies 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 a 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 to the customer because we have no post-shipment obligations and this is when legal title and risks and rewards of ownership transfer to the customer and the point at which 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 by 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”) 460 “Guarantees”. At December 25, 2021 and December 26, 2020, we had accrued approximately $ 8.1 million and $ 6.9 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 68 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) training due to the nature of its design. 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 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. Certain 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 using 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., we 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 2 – Revenue from Contracts with Customers for additional disclosures of disaggregated net sales and Note 3 – Segment and Geographic Data for disclosures of net sales by segment and geographic 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 $ 89.2 million, $ 71.7 million and $ 72.3 million for the years ended December 25, 2021, December 26, 2020 and December 28, 2019. Sales Returns Sales returns are recognized as a reduction of revenue by the amount of expected returns and are recorded as refund liability within current liabilities. We estimate the amount of revenue expected to be reversed to calculate 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. 69 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) 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 and sales, in conjunction with supplier rebate contract terms, which generally provide for increasing rebates based on either increased purchase or sales volume. 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 $ 96.7 million, $ 79.2 million and $ 73.8 million for the years ended December 25, 2021, December 26, 2020 and December 28, 2019. Advertising and Promotional Costs We generally expense advertising and promotional costs as incurred. Total advertising and promotional expenses were $ 45.9 million, $ 30.8 million and $ 25.2 million for the years ended December 25, 2021, December 26, 2020 and December 28, 2019. Stock Compensation Costs We 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, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense when achievement of the performance condition is probable. Our stock-based compensation expense is reflected in selling, general and administrative expenses. 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 $ 2.0 million and $ 1.3 million, primarily related to payments for inventory, were classified as accounts payable as of December 25, 2021 and December 26, 2020. Contract Balances Contract balances represent amounts presented in our consolidated balance sheets when either we have transferred goods or services to the customer or the customer has paid consideration to us under the contract. These contract balances include accounts receivable, contract assets and contract liabilities. 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 of accounts receivable is reduced by a valuation allowance that reflects our best estimate of the amounts that we do not expect to collect. In addition to reviewing delinquent accounts receivable, we consider many factors in estimating our reserve, including types of customers and their credit worthiness, experience and historical data adjusted for current conditions and reasonable supportable forecasts. 70 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) We 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. We write-off a receivable and charge it against its recorded allowance when we deem them uncollectible. Contract Assets Contract assets include amounts related to any conditional right to consideration for work completed but not billed as of the reporting date and generally represent amounts owed to us by customers, but not yet billed. 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 25, 2021 and December 26, 2020 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. At December 26, 2020, the current portion of contract liabilities of $ 71.5 million was reported in accrued expenses: other, and $ 8.2 million related to non-current contract liabilities were reported in other liabilities. During the year ended December 25, 2021, we recognized substantially all of the current contract liability amounts that were previously deferred at December 26, 2020. At December 25, 2021, the current and non-current portion of contract liabilities were $ 89.2 million and $ 9.7 million, respectively. 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 or 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 primarily under the straight-line method (see Note 5 – 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 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 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 in Investments and other within our consolidated balance sheets . 71 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Leases We 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. During the years ended December 25, 2021, December 26, 2020, and December 28, 2019, such short-term lease expense was $ 3.9 million, $ 1.9 million, and $ 0.9 million, respectively. We 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. Goodwill Goodwill represents 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 of 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 25, 2021 and December 26, 2020 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 the estimated fair value of our reporting units using a discounted cash flow methodology. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. Conversely, impairment loss would be equivalent to the excess of a reporting unit’s carrying value over its fair value limited to the total amount of goodwill allocated to that reporting unit. 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 future cash flows based on budget expectations, and determination of comparable companies to develop a weighted average cost of capital for each reporting unit. 72 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) For the years ended December 25, 2021 and December 26, 2020, the results of our goodwill impairment analysis did no t result in any impairments. Intangible Assets 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 estimated undiscounted future cash flows to be derived from such assets. 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’s carrying amount is not recoverable through its undiscounted, probability-weighted 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 25, 2021 and December 26, 2020, we recorded total impairment charges, within selling, general and administrative expenses, on intangible assets of approximately $ 0.7 million and $ 20.3 million, nearly all of which was recorded in our technology and value-added services segment. 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 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. In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220), which allows the reclassification of stranded income tax effects, resulting from U.S. tax reform, from accumulated other comprehensive income (AOCI) to retained earnings. The adoption of this ASU in the first quarter of 2019 did not have a material impact on our consolidated financial statements. We applied an individual item basis approach for releasing income tax effects from AOCI. 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 flow and, if such earnings and cash flow are not achieved, the value of the redeemable noncontrolling interests might be impacted. Changes in the estimated redemption amounts of the noncontrolling interests subject to put options are reflected at each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. Adjustments to the carrying amount of a noncontrolling interests to reflect a fair value redemption feature do not impact the calculation of earnings per share. Our net income is reduced by the portion of the subsidiaries’ net income that is attributable to redeemable noncontrolling interests. 73 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Noncontrolling Interests Non-controlling 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 foreign currency hedging activities, unrealized investment gain (loss) and pension adjustment gain (loss). Risk Management and Derivative Financial Instruments We use derivative instruments to minimize our exposure to fluctuations in foreign currency exchange rates. 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. 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 as a hedge at the inception of the contract. We do not enter into derivative instruments for speculative purposes. Our derivative instruments primarily include foreign currency forward agreements related to certain intercompany loans, certain forecasted inventory purchase commitments with foreign suppliers and foreign currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as net investment hedges. Foreign currency forward agreements related to forecasted inventory purchase commitments with foreign suppliers and foreign currency swaps related to foreign currency denominated 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 derivative is 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 transaction affects earnings. We classify the cash flows related to our hedging activities in the same category on 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, the changes in the fair value of the derivative is 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. Our foreign currency forward agreements related to foreign currency balance sheet exposure provide economic hedges but are not designated as hedges for accounting purposes. For agreements not designated as hedges, changes in the value of the derivative, along with the transaction gain or loss on the hedged item, are recorded in earnings . Total return swaps are entered into for the purpose of economically hedging our unfunded non-qualified supplemental retirement plan (“SERP”) and our d eferred compensation plan (“DCP”) . This swap will offset changes in our SERP and DCP liabilities. This swap is expected to be renewed on an annual basis. 74 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Foreign Currency Translation and Transactions The financial position and results of operations of our foreign subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these 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 in Accumulated other comprehensive income in stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in earnings. Accounting Pronouncements Adopted 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 March 2020, the FASB issued ASU No. 2020-04, “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 (“LIBOR”) or by another reference rate expected to be discontinued because of reference rate reform. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”). ASU 2021-01 provides temporary optional expedients and exceptions to certain guidance in U.S. GAAP to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. The guidance is effective upon issuance, on January 7, 2021, and can be applied through December 31, 2022. We do not expect that the requirements of this guidance will have a material impact on our consolidated financial statements. In October 2021, the FASB issued 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 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. ASU 2021 – 08 is effective for fiscal year beginning after December 15, 2022. Early adoption is permitted. We expect to adopt this ASU on December 26, 2021. We do not expect that the requirements of this ASU will have a material impact on our consolidated financial statements. 75 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 2 – Revenue from Contracts with Customers Revenue (Net sales) is recognized in accordance with the policies discussed in Note 1 – Basis of Presentation and Significant Accounting Policies . Disaggregation of Net sales The following table disaggregates our Net sales by reportable segment and geographic area: Year Ended December 25, 2021 North America International Global Revenues: Health care distribution Dental $ 4,504,243 $ 3,037,707 $ 7,541,950 Medical 4,115,240 102,935 4,218,175 Total health care distribution 8,619,483 3,140,642 11,760,125 Technology and value-added services 554,123 86,773 640,896 Total excluding Corporate TSA revenues (1) 9,173,606 3,227,415 12,401,021 Corporate TSA revenues (1) - - - Total revenues $ 9,173,606 $ 3,227,415 $ 12,401,021 Year Ended December 26, 2020 North America International Global Revenues: Health care distribution Dental $ 3,471,521 $ 2,441,072 $ 5,912,593 Medical 3,514,670 102,347 3,617,017 Total health care distribution 6,986,191 2,543,419 9,529,610 Technology and value-added services 446,830 67,428 514,258 Total excluding Corporate TSA revenues (1) 7,433,021 2,610,847 10,043,868 Corporate TSA revenues (1) - 75,273 75,273 Total revenues $ 7,433,021 $ 2,686,120 $ 10,119,141 Year Ended December 28, 2019 North America International Global Revenues: Health care distribution Dental $ 3,911,746 $ 2,504,119 $ 6,415,865 Medical 2,894,137 79,449 2,973,586 Total health care distribution 6,805,883 2,583,568 9,389,451 Technology and value-added services 445,317 69,768 515,085 Total excluding Corporate TSA revenues (1) 7,251,200 2,653,336 9,904,536 Corporate TSA revenues (1) 4,098 77,169 81,267 Total revenues $ 7,255,298 $ 2,730,505 $ 9,985,803 (1) Corporate TSA revenues represents sales of certain animal health products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. 76 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 3 – 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 and other institutions. Our global medical businesses serve office-based medical practitioners, ambulatory surgery centers, other alternate-care settings and other institutions. Our global dental and medical groups serve practitioners in 32 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 product, 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 25, December 26, December 28, 2021 2020 2019 Net Sales: Health care distribution (1) Dental $ 7,541,950 $ 5,912,593 $ 6,415,865 Medical 4,218,175 3,617,017 2,973,586 Total health care distribution 11,760,125 9,529,610 9,389,451 Technology and value-added services (2) 640,896 514,258 515,085 Total excluding Corporate TSA revenues 12,401,021 10,043,868 9,904,536 Corporate TSA revenues (3) - 75,273 81,267 Total $ 12,401,021 $ 10,119,141 $ 9,985,803 (1) Consists of 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 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. (3) 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. See Note-23 Related Party Transactions for further information. 77 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Years ended December 25, December 26, December 28, 2021 2020 2019 Operating Income: Health care distribution $ 728,041 $ 436,173 $ 591,404 Technology and value-added services 123,615 99,130 126,857 Total $ 851,656 $ 535,303 $ 718,261 Income from continuing operations before taxes and equity in earnings of affiliates: Health care distribution $ 706,874 $ 400,343 $ 553,181 Technology and value-added services 123,674 99,552 127,126 Total $ 830,548 $ 499,895 $ 680,307 Depreciation and Amortization: Health care distribution $ 156,333 $ 142,712 $ 146,960 Technology and value-added services 53,195 42,826 37,982 Total $ 209,528 $ 185,538 $ 184,942 Interest Income: Health care distribution $ 6,384 $ 9,736 $ 15,352 Technology and value-added services 67 106 405 Total $ 6,451 $ 9,842 $ 15,757 Interest Expense: Health care distribution $ 27,554 $ 41,307 $ 50,666 Technology and value-added services 46 70 126 Total $ 27,600 $ 41,377 $ 50,792 Income Tax Expense: Health care distribution $ 167,584 $ 71,206 $ 129,381 Technology and value-added services 29,765 24,168 30,134 Total $ 197,349 $ 95,374 $ 159,515 Purchases of Fixed Assets: Health care distribution $ 74,021 $ 43,511 $ 69,095 Technology and value-added services 4,994 5,318 7,124 Total $ 79,015 $ 48,829 $ 76,219 As of December 25, December 26, December 28, 2021 2020 2019 Total Assets: Health care distribution $ 7,157,025 $ 6,503,089 $ 5,821,468 Technology and value-added services 1,324,066 1,269,443 1,329,633 Total $ 8,481,091 $ 7,772,532 $ 7,151,101 78 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The following table presents information about our operations by geographic area as of and for the three years ended 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 10 % 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. 2021 2020 2019 Net Sales Long-Lived Assets Net Sales Long-Lived Assets Net Sales Long-Lived Assets United States $ 8,722,223 $ 2,980,765 $ 7,090,206 $ 2,362,823 $ 6,876,194 $ 2,400,733 Other 3,678,798 1,232,417 3,028,935 1,251,849 3,109,609 1,195,947 Consolidated total $ 12,401,021 $ 4,213,182 $ 10,119,141 $ 3,614,672 $ 9,985,803 $ 3,596,680 Note 4 – Business Acquisitions and Divestitures Acquisitions We account for business acquisitions and combinations under the acquisition method of accounting, where the net assets of acquired businesses are recorded at their fair value at the acquisition date and our consolidated financial statements include their results of operations from that date. Any excess of acquisition consideration over the fair value of identifiable net assets acquired is recorded as goodwill. Goodwill is an asset presenting 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. Excluding goodwill, the major classes of assets and liabilities to which we generally allocate acquisition consideration 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. These assumptions are forward-looking and could be affected by future economic and market conditions. If certain financial targets are met after the date of acquisition, certain 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. We accrue the estimated fair value of such contingent 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. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, 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. We completed acquisitions during the year ended December 25, 2021, which were immaterial to our financial statements individually, and in which our ownership interests ranged from approximately 51 % 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 79 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) 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. Acquisition consideration: Cash $ 578,819 Deferred consideration 11,233 Estimated fair value of contingent consideration receivable ( 4,900 ) Fair value of previously held equity method investment 7,500 Redeemable noncontrolling interests 181,236 Total consideration $ 773,888 Identifiable assets acquired and liabilities assumed: Current assets $ 195,479 Intangible assets 316,855 Other noncurrent assets 51,244 Current liabilities ( 93,492 ) Deferred income taxes ( 25,929 ) Other noncurrent liabilities ( 46,480 ) Total identifiable net assets 397,677 Goodwill 376,211 Total net assets acquired $ 773,888 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 (in years) Trademark / Tradename $ 58,208 5 - 12 Non-compete agreements 4,688 3 - 5 Customer relationships and lists 220,454 5 - 12 Product development 19,274 5 - 10 Other 14,231 18 $ 316,855 At December 25, 2021 we have recorded a contingent consideration receivable of $ 4.9 million relating to the timing of government approval of a certain product. The accounting for certain of our acquisitions during the year ended December 25, 2021 has not been completed in several areas, including but not limited to pending assessments of accounts receivable, inventory, operating leases, accrued and contingent liabilities and income and non-income based taxes. The pro forma financial information has not been presented because the impact of the acquisitions during the year ended December 25, 2021 to our consolidated financial statements was immaterial. 80 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) We completed acquisitions during the year ended December 26, 2020, which were immaterial to our financial statements individually. In the aggregate, these transactions resulted in consideration of $ 57.8 million in 2020 related to business combinations, for net assets amounting to $ 32.8 million. As of December 26, 2020, we had recorded $ 36.9 million of identifiable intangibles, $ 23.9 million of goodwill and $ 26.4 million of non-controlling interest, related to these acquisitions. We completed acquisitions during the year ended December 28, 2019, which were immaterial to our financial statements individually. In the aggregate, these transactions resulted in consideration of $ 652.9 million in 2019 related to business combinations, for net assets amounting to $ 19.7 million. As of December 28, 2019, we had recorded $ 310.4 million identifiable intangibles, $ 395.3 million of goodwill and $ 72.5 million of non-controlling interest, related to these acquisitions. For the years ended December 25, 2021, December 26, 2020 and December 28, 2019, there were no material adjustments recorded in our consolidated balance sheets relating to accounting for acquisitions incomplete in prior periods, or in our consolidated statements of income relating to changes in estimated contingent consideration assets or liabilities. During the years ended December 25, 2021, December 26, 2020, and December 28, 2019 we incurred $ 6.6 million, $ 5.9 million and $ 4.5 million in acquisition costs reported within income from continuing operations. Divestitures 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. 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. In the aggregate, the sales of these investments resulted in a pre-tax gain of approximately $ 250.2 million, net of taxes of approximately $ 63.4 million. In the third quarter of 2021 we received contingent proceeds of $ 9.8 million from the 2019 sale of Hu-Friedy resulting in the recognition of an additional after-tax gain of $ 7.3 million. During 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. For the year ended December 28, 2019 we recognized approximately $ 6.0 million of equity in earnings from these affiliates. We do expect to receive any additional proceeds from the sale of Hu-Friedy. 81 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 5 – Property and Equipment, Net Property and equipment, including related estimated useful lives, consisted of the following: December 25, December 26, 2021 2020 Land $ 21,115 $ 20,297 Buildings and permanent improvements 140,062 145,160 Leasehold improvements 97,909 107,753 Machinery and warehouse equipment 152,952 142,437 Furniture, fixtures and other 119,693 108,041 Computer equipment and software 385,011 344,494 916,742 868,182 Less accumulated depreciation ( 550,286 ) ( 526,178 ) Property and equipment, net $ 366,456 $ 342,004 Estimated Useful Lives (in years) Buildings and permanent improvements 40 Machinery and warehouse equipment 5 - 10 Furniture, fixtures and other 3 - 10 Computer equipment and software 3 - 10 Amortization of leasehold improvements is computed using the straight-line method over the lesser of the useful life of the assets or the lease term. Property and equipment related depreciation expense for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 was $ 70.4 million, $ 64.3 million and $ 64.4 million. Please see Note 6 – Leases for finance lease amounts included in property and equipment, net within our consolidated balance sheets. 82 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 6 – 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 20 years, some of which may include options to extend the leases for up to 10 years. The components of lease expense were as follows: Years Ended December 25, December 26, December 28, 2021 2020 2019 Operating lease cost: (1) (2) $ 103,459 $ 86,800 $ 88,246 Finance lease cost: Amortization of right-of-use assets 2,882 2,209 1,154 Interest on lease liabilities 114 115 131 Total finance lease cost $ 2,996 $ 2,324 $ 1,285 (1) Includes variable lease expenses. (2) Operating lease cost for the years ended December 25, 2021, December 26, 2020, and December 28, 2019, include amortization of right-of-use assets of $ 0.0 million, $ 0.6 million, and $ 0.6 million, respectively, related to facility leases recorded in “Restructuring costs” within our consolidated statements of income. Supplemental balance sheet information related to leases is as follows: Years Ended December 25, December 26, 2021 2020 Operating Leases: Operating lease right-of-use assets $ 324,950 $ 288,847 Current operating lease liabilities 76,393 64,716 Non-current operating lease liabilities 267,772 238,727 Total operating lease liabilities $ 344,165 $ 303,443 Finance Leases: Property and equipment, at cost $ 12,580 $ 10,683 Accumulated depreciation ( 5,325 ) ( 4,277 ) Property and equipment, net of accumulated depreciation $ 7,255 $ 6,406 Current maturities of long-term debt $ 3,216 $ 2,420 Long-term debt 3,960 3,541 Total finance lease liabilities $ 7,176 $ 5,961 Weighted Average Remaining Lease Term in Years: Operating leases 7.3 7.5 Finance leases 3.6 4.3 Weighted Average Discount Rate: Operating leases 2.4 % 2.8 % Finance leases 1.7 % 1.9 % 83 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Supplemental cash flow information related to leases is as follows: Years Ended December 25, December 26, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 85,123 76,985 Operating cash flows for finance leases 95 101 Financing cash flows for finance leases 2,602 2,148 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 120,732 120,148 Finance leases 3,868 2,947 Maturities of lease liabilities are as follows: December 25, 2021 Operating Finance Leases Leases 2022 $ 82,920 $ 3,303 2023 60,061 1,815 2024 45,992 953 2025 40,880 432 2026 32,814 308 Thereafter 113,667 576 Total future lease payments 376,334 7,387 Less imputed interest ( 32,169 ) ( 211 ) Total $ 344,165 $ 7,176 As of December 25, 2021, we have additional operating leases with total lease payments of $ 7.3 million for buildings and vehicles that have not yet commenced. These operating leases will commence subsequent to December 25, 2021, with lease terms of two years to five years . Certain of our facilities related to our acquisitions are leased from employees and minority shareholders. These leases are classified as operating leases and have a remaining lease term ranging from 6 months to 10 years. The present value of lease payments under these related party leases is not material to our consolidated financial statements. 84 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 7 – Goodwill and Other Intangibles, Net The changes in the carrying amount of goodwill for the years ended December 25, 2021 and December 26, 2020 were as follows: Health Care Distribution Technology and Value-Added Services Total Balance as of December 28, 2019 $ 1,476,719 $ 985,776 $ 2,462,495 Adjustments to goodwill: Acquisitions 14,230 12,101 26,331 Foreign currency translation 9,888 5,678 15,566 Balance as of December 26, 2020 1,500,837 1,003,555 2,504,392 Adjustments to goodwill: Acquisitions 359,093 24,252 383,345 Foreign currency translation ( 29,343 ) ( 4,244 ) ( 33,587 ) Balance as of December 25, 2021 $ 1,830,587 $ 1,023,563 $ 2,854,150 Other intangible assets consisted of the following: December 25, 2021 December 26, 2020 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Customer relationships and lists $ 852,689 $ ( 353,457 ) $ 499,232 $ 652,605 $ ( 283,469 ) $ 369,136 Trademarks / trade names - definite lived 129,061 ( 43,921 ) 85,140 95,382 ( 50,893 ) 44,489 Product Development 113,777 ( 70,316 ) 43,461 94,216 ( 54,451 ) 39,765 Non-compete agreements 25,364 ( 5,987 ) 19,377 30,993 ( 11,480 ) 19,513 Other 28,303 ( 7,887 ) 20,416 14,188 ( 7,662 ) 6,526 Total $ 1,149,194 $ ( 481,568 ) $ 667,626 $ 887,384 $ ( 407,955 ) $ 479,429 Trademarks, trade names, customer lists and customer relationships were established through business acquisitions. Definite-lived trademarks and trade names are amortized on a straight-line basis over a weighted-average period of approximately 8.4 years as of December 25, 2021. Customer lists and customer relationships are definite-lived intangible assets that are amortized on a straight-line basis over a weighted-average period of approximately 10.0 years as of December 25, 2021. Product development is a definite-lived intangible asset that is amortized on a straight-line basis over a weighted-average period of approximately 7.9 years as of December 25, 2021. Non-compete agreements represent amounts paid primarily to prior owners of acquired businesses, as well as 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. The weighted-average non-compete period for agreements currently being amortized was approximately 5.2 years as of December 25, 2021. Amortization expense related to definite-lived intangible assets for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 was $ 123.8 million, $ 105.9 million and $ 108.3 million. During the years ended December 25, 2021 and December 26, 2020, we recorded total impairment charges on intangible assets of approximately $ 0.7 million and $ 20.3 million, respectively. The annual amortization expense expected to be recorded for existing intangibles assets for the years 2022 through 2026 is $ 122.8 million, $ 114.5 million, $ 91.5 million, $ 80.1 million and $ 63.4 million. 85 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 8 – Investments and Other Investments and other consisted of the following: December 25, December 26, 2021 2020 Investment in unconsolidated affiliates $ 168,118 $ 169,382 Non-current deferred foreign, state and local income taxes 34,607 42,594 Notes receivable (1) 35,748 34,760 Capitalized costs for software to be sold, leased or marketed to external users 65,349 47,650 Security deposits 2,225 1,752 Acquisition-related indemnification 65,638 49,401 Other long-term assets 52,189 20,906 Total $ 423,874 $ 366,445 (1) Long-term notes receivable carry interest rates ranging from 3.0 % to 14.2 % and are due in varying installments through September 30, 2027 . Amortization expense, primarily related to capitalized costs for software to be sold, leased, or marketed to external users, for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 was $ 15.3 million, $ 15.3 million and $ 12.3 million. Note 9 – 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; 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. The following section describes the fair values of our financial instruments and the methodologies that we used to measure their fair values. 86 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Investments and notes receivable There are no quoted market prices available for investments in unconsolidated affiliates and notes receivable; however, we believe the carrying amounts are a reasonable estimate of fair value based on the interest rates in the applicable markets. Debt The fair value of our debt (including bank credit lines) is classified as Level 3 within the fair value hierarchy as of December 25, 2021 and December 26, 2020 was estimated at $ 872.5 million and $ 699.0 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. We use derivative instruments to minimize our exposure to fluctuations in foreign currency exchange rates. Our derivative instruments primarily include foreign currency forward agreements related to certain intercompany loans, certain forecasted inventory purchase commitments with foreign suppliers, foreign currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as net investment hedges and a total return swap for the purpose of economically hedging our unfunded non-qualified SERP and our DCP. 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 is based on market rates for comparable transactions and are classified within Level 2 of the fair value hierarchy. See Note 11-Derivatives and Hedging Activities for further information. Redeemable noncontrolling interests The values for Redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy and are based on recent transactions and/or implied multiples of earnings. See Note 17 – Redeemable Noncontrolling Interests for additional information. 87 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except 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 25, 2021 and December 26, 2020: December 25, 2021 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 7,859 $ - $ 7,859 Derivative contracts undesignated - 640 - 640 Total return swap - 1,404 - 1,404 Total assets $ - $ 9,903 $ - $ 9,903 Liabilities: Derivative contracts designated as hedges $ - $ 650 $ - $ 650 Derivative contracts undesignated - 1,503 - 1,503 Total liabilities $ - $ 2,153 $ - $ 2,153 Redeemable noncontrolling interests $ - $ - $ 613,312 $ 613,312 December 26, 2020 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 453 $ - $ 453 Derivative contracts undesignated - 1,415 - 1,415 Total return swap - 1,565 - 1,565 Total assets $ - $ 3,433 $ - $ 3,433 Liabilities: Derivative contracts designated as hedges $ - $ 10,880 $ - $ 10,880 Derivative contracts undesignated - 885 - 885 Total liabilities $ - $ 11,765 $ - $ 11,765 Redeemable noncontrolling interests $ - $ - $ 327,699 $ 327,699 88 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 10 – 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 our 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, our 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. For each of the years ended December 25, 2021, and December 26, 2020, two customers accounted for approximately 3 % of our net sales. With respect to our sources of supply, our top 10 health care distribution suppliers and our single largest supplier accounted for approximately 30 % and 4 %, respectively, of our aggregate purchases in each of the years ended December 25, 2021 and December 26, 2020. 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 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. Note 11 – Derivatives and Hedging Activities We are exposed to market 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 risk of the derivative counterparties. We attempt to minimize these risks by primarily 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 counterparties, maintaining a strong balance sheet and having multiple sources of capital. During 2019 we entered into foreign currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as net investment hedges. These net investment hedges offset the change in the U.S. dollar value of our investment 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 this net investment hedge, which matures on November 16, 2023 , is approximately € 200 million. During the years ended December 25, 2021 and December 26, 2020, we recorded gains (losses) of ($ 11.4 ) million and $ 13.9 million, respectively, within other comprehensive income related to these foreign currency forward contracts. See Note 9 – Fair Value Measurements for additional information. 89 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) On March 20, 2020 , we entered into a total return swap for the purpose of economically hedging our unfunded non-qualified SERP and our DCP. This swap will offset changes in our SERP and DCP liabilities. At the inception, the notional value of the investments in these plans was $ 43.4 million. At December 25, 2021, the notional value of the investments in these plans was $ 88.7 million. At December 25, 2021, the financing blended rate for this swap was based on LIBOR of 0.09 % plus 0.46 %, for a combined rate of 0.55 %. For the years ended December 25, 2021 ended and December 26, 2020, we have recorded a gain, within selling, general and administrative in our consolidated statement of income, of approximately $ 12.1 million and $ 21.2 million, respectively, net of transaction costs, related to this undesignated swap. During the years ended December 25, 2021 and December 26, 2020, the swap resulted in a neutral impact to our results of operations. This swap is expected to be renewed on an annual basis after its current expiration date of March 29, 2022, and is expected to result in a neutral impact to our results of operations. See Note 16 – Employee Benefit Plans for additional information. 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 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 regard this as 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. Our hedging activities have historically not had a material impact on our consolidated financial statements. Accordingly, additional disclosures related to derivatives and hedging activities required by ASC 815 have been omitted. 90 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 12 – Debt Bank Credit Lines Bank credit lines consisted of the following: December 25, December 26, 2021 2020 Revolving credit agreement $ - $ - Other short-term bank credit lines 50,530 73,366 Total $ 50,530 $ 73,366 Revolving Credit Agreement On August 20, 2021 , we entered into a new $ 1 billion revolving credit agreement (the “Credit Agreement”). This facility, which matures on August 20, 2026 , replaced our $ 750 million revolving credit facility, which was scheduled to mature in April 2022. The interest rate is based on the USD LIBOR plus a spread based on our leverage ratio at the end of each financial reporting quarter. We expect most LIBOR rates to be discontinued immediately after December 31, 2021, while the remaining LIBOR rates will be discontinued immediately after June 30, 2023. We do not expect the discontinuation of LIBOR as a reference rate in our debt agreements to have a material adverse effect on our financial position or to materially affect our interest expense. The Credit Agreement also requires, among other things, that we maintain certain maximum leverage ratios. Additionally, the 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 25, 2021, and December 26, 2020, we had no borrowings under this revolving credit facility. As of December 25, 2021, and December 26, 2020, there were $ 9.1 million and $ 9.5 million of letters of credit, respectively, provided to third parties under the credit facility. 364-Day Credit Agreement On March 4, 2021, we repaid the outstanding obligations and terminated the lender commitments under our $ 700 million 364-day credit agreement, which was entered into on April 17, 2020 . This facility was originally scheduled to mature on April 16, 2021 . Other Short-Term Credit Lines As of December 25, 2021 and December 26, 2020, we had various other short-term bank credit lines available, of which $ 50.5 million and $ 73.4 million, respectively, were outstanding. At December 25, 2021 and December 26, 2020, borrowings under all of these credit lines had a weighted average interest rate of 10.44 % and 4.14 %, respectively. 91 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Long-term debt Long-term debt consisted of the following: December 25, December 26, 2021 2020 Private placement facilities $ 706,186 $ 613,498 U.S. trade accounts receivable securitization 105,000 - Note payable due in 2025 with an interest rate of 3.1 % at December 26, 2020 - 1,554 Various collateralized and uncollateralized loans payable with interest, in varying installments through 2023 at interest rates ranging from 2.45 % to 4.27 % at December 25, 2021 and ranging from 2.62 % to 4.27 % at December 26, 2020 3,624 4,596 Finance lease obligations (see Note 6) 7,176 5,961 Total 821,986 625,609 Less current maturities of long-term debt ( 10,640 ) ( 109,836 ) Total long-term debt $ 811,346 $ 515,773 Private Placement Facilities Our private placement facilities were amended on October 20, 2021 , to include four (previously three) insurance companies, have a total facility amount of $ 1.5 billion (previously $ 1.0 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 (previously June 23, 2023 ). 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 to 15 years (with an average life no longer than 12 years ). The proceeds of any issuances under the facilities will be used for general corporate purposes, including working capital and capital expenditures, to refinance existing indebtedness, and/or to fund potential acquisitions. The agreements provide, among other things, that we maintain certain maximum leverage ratios, and contain restrictions relating to subsidiary indebtedness, liens, affiliate transactions, disposal of assets and certain changes in ownership. These facilities contain make-whole provisions in the event that we pay off the facilities prior to the applicable due dates. On March 5, 2021, we amended the private placement facilities to, among other things, (a) modify the financial covenant from being based on a net leverage ratio to a total leverage ratio and (b) restore the maximum maintenance total leverage ratio to 3.25 x and remove the 1.00 % interest rate increase triggered if the net leverage ratio were to exceed 3.0 x. 92 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The components of our private placement facility borrowings as of December 25, 2021 are presented in the following table (in thousands): Amount of Date of Borrowing Borrowing Borrowing Outstanding Rate Due Date January 20, 2012 (1) $ 7,143 3.09 % January 20, 2022 January 20, 2012 50,000 3.45 January 20, 2024 December 24, 2012 50,000 3.00 December 24, 2024 June 16, 2017 100,000 3.42 June 16, 2027 September 15, 2017 100,000 3.52 September 15, 2029 January 2, 2018 100,000 3.32 January 2, 2028 September 2, 2020 100,000 2.35 September 2, 2030 June 2, 2021 100,000 2.48 June 2, 2031 June 2, 2021 100,000 2.58 June 2, 2033 Less: Deferred debt issuance costs ( 957 ) $ 706,186 (1) Annual repayments of approximately $ 7.1 million for this borrowing commenced on January 20, 2016 . U.S. Trade Accounts Receivable Securitization We have a facility agreement, based on the securitization of our U.S. trade accounts receivable that is structured as an asset-backed securitization program with pricing committed for up to three years . Our current facility, which had a purchase limit of $ 350 million, was scheduled to expire on April 29, 2022 . On October 20, 2021, we amended our U.S. trade accounts receivable securitization facility to increase the purchase limit to $ 450 million with two banks as agents and extend the expiration date to October 18, 2024. As of December 25, 2021 and December 26, 2020, the borrowings outstanding under this securitization facility were $ 105 million and $ 0 , respectively. At December 25, 2021, the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of 0.19 % plus 0.75 %, for a combined rate of 0.94 %. At December 26, 2020, the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of 0.22 % plus 0.95 %, for a combined rate of 1.17 %. 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 30 to 35 basis points depending upon program utilization. As of December 25, 2021, the aggregate amounts of long-term debt, including finance lease obligations and net of deferred debt issuance costs of $ 1.0 million, maturing in each of the next five years and thereafter are as follows: 2022 $ 10,640 2023 5,108 2024 205,924 2025 412 2026 295 Thereafter 599,607 Total $ 821,986 93 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 13 – Income Taxes Income before taxes and equity in earnings of affiliates was as follows: Years ended December 25, December 26, December 28, 2021 2020 2019 Domestic $ 593,137 $ 430,838 $ 507,003 Foreign 237,411 69,057 173,304 Total $ 830,548 $ 499,895 $ 680,307 The provisions for income taxes were as follows: Years ended December 25, December 26, December 28, 2021 2020 2019 Current income tax expense: U.S. Federal $ 128,328 $ 82,912 $ 93,418 State and local 37,255 24,640 28,150 Foreign 42,751 40,799 42,004 Total current 208,334 148,351 163,572 Deferred income tax expense (benefit): U.S. Federal ( 12,115 ) ( 18,032 ) 5,633 State and local ( 2,567 ) ( 4,889 ) 1,597 Foreign 3,697 ( 30,056 ) ( 11,287 ) Total deferred ( 10,985 ) ( 52,977 ) ( 4,057 ) Total provision $ 197,349 $ 95,374 $ 159,515 94 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The tax effects of temporary differences that give rise to our deferred income tax asset (liability) were as follows: Years Ended December 25, December 26, 2021 2020 Deferred income tax asset: Net operating losses and other carryforwards $ 54,651 $ 64,297 Inventory, premium coupon redemptions and accounts receivable valuation allowances 46,219 56,668 Stock-based compensation 12,543 4,858 Uniform capitalization adjustment to inventories 10,422 6,895 Operating lease right of use asset 78,719 74,674 Other asset 41,090 42,966 Total deferred income tax asset 243,644 250,358 Valuation allowance for deferred tax assets (1) ( 35,982 ) ( 40,496 ) Net deferred income tax asset 207,662 209,862 Deferred income tax liability Intangibles amortization ( 134,023 ) ( 118,165 ) Operating lease liability ( 73,952 ) ( 71,343 ) Property and equipment ( 7,363 ) ( 7,820 ) Total deferred tax liability ( 215,338 ) ( 197,328 ) Net deferred income tax asset (liability) $ ( 7,676 ) $ 12,534 (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. We 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 scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. 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. We 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 all of the value assigned to our deferred tax assets, we will be required to adjust our valuation allowance accordingly. As of December 25, 2021, we had federal, state, and foreign net operating loss carryforwards of approximately $ 32.7 million, $ 35.6 million and $ 170.7 million, respectively. The federal, state and foreign net operating loss carryforwards will begin to expire in various years from 2024 through 2039. The amounts of state and foreign net operating losses that can be carried forward indefinitely are $ 9.5 million and $ 169.6 million, respectively. 95 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The tax provisions differ from the amount computed using the federal statutory income tax rate as follows: Years ended December 25, December 26, December 28, 2021 2020 2019 Income tax provision at federal statutory rate $ 174,415 $ 104,977 $ 142,865 State income tax provision, net of federal income tax effect 21,245 13,015 16,539 Foreign income tax provision (benefit) 5,669 ( 428 ) ( 4,580 ) Pass-through noncontrolling interest ( 4,479 ) ( 2,681 ) ( 3,931 ) Valuation allowance ( 5,533 ) 659 ( 79 ) Unrecognized tax benefits and audit settlements 6,981 ( 17,722 ) 3,671 Interest expense related to loans ( 10,917 ) ( 11,098 ) ( 5,498 ) Tax on global intangible low-taxed income ("GILTI") 4,895 2,365 3,917 Tax benefit related to legal entity reorganization outside the U.S. - ( 5,823 ) - Tax credit related to reorganization of legal entities completed in preparation for the Animal Health spin-off - ( 1,333 ) Other 5,073 12,110 7,944 Total income tax provision $ 197,349 $ 95,374 $ 159,515 For the year ended December 25, 2021, our effective tax rate was 23.8 % compared to 19.1 % for the prior year period. In 2021, our effective tax rate was primarily impacted by state and foreign income taxes and interest expense. In 2020, our effective tax rate of 19.1 % was primarily impacted by an Advance Pricing Agreement with the U.S Internal Revenue Service (the “IRS”) in the U.S., other audit resolutions, state and foreign income taxes and interest expense. In 2019, our effective tax rate of 23.4 % was primarily impacted by state and foreign income taxes and interest expense. The American Rescue Plan Act of 2021 (“ARPA”) was signed into law on March 11, 2021. The ARPA included a corporate income tax provision to further limit the deductibility of compensation under Section 162(m) for tax years starting after December 31, 2026. Section 162(m) generally limits the deductibility of compensation paid to covered employees of publicly held corporations. Covered employees include the CEO, CFO and the three highest paid officers. The ARPA expands the group of covered employees to additionally include five of the highest paid employees. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act includes, but is not limited to, certain income tax provisions that modify the Section 163(j) limitation of business interest and net operating loss carryover and carryback rules. The modifications to Section 163(j) increase the allowable business interest deduction from 30 % of adjusted taxable income to 50 % of adjusted taxable income for years beginning in 2019 and 2020. The CARES Act eliminated the NOL income limitation for years beginning before 2021 and it extended the carryback period to five years for losses incurred in 2018, 2019 and 2020. We have analyzed the income tax provisions of the CARES Act and have accounted for the impact in the year ended December 26, 2020, which did not have a material impact on our consolidated financial statements. There are certain other non-income tax benefits available to us under the CARES Act that require further clarification or interpretation that may affect our consolidated financial statements in the future. On December 27, 2020, the Consolidated Appropriations Act was enacted into law and extended certain non-income tax benefits under the CARES Act. On July 20, 2020, the IRS issued final regulations related to the Tax Cuts and Jobs Act enacted in 2017 (the “Act”). The final regulations concern the global intangible low-taxed income (“GILTI”) and subpart F income provisions of the Tax Act. To provide flexibility to taxpayers, the IRS is permitting the application of these final 96 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) regulations to prior tax years, if the taxpayer elects to do so. We have analyzed the final regulations, which do not have a material impact to our consolidated financial statements. On December 22, 2017, the U.S. government passed the Tax 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 $ 14.1 million and $ 9.9 million were included in “accrued taxes” for 2021 and 2020, respectively, and $ 42.4 million and $ 74.5 million were included in “other liabilities” for 2021 and 2020, respectively. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, 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 elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. We recorded a current tax expense for the GILTI provision of $ 4.9 million, $ 2.4 million, and $ 3.9 million for 2021, 2020, and 2019 , 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. ASC 740 prescribes the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this 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 is greater than 50% likely 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 to certain tax matters. The total amount of unrecognized tax benefits, which are included in “other liabilities” within our consolidated balance sheets, as of December 25, 2021 and December 26, 2020 was approximately $ 83.5 million and $84.0 million, respectively of which $ 69.0 million and $70.1 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 2016. The tax years subject to examination by the IRS include years 2017 and forward. During the quarter ended December 25, 2021, we were notified by the IRS that tax year 2019 was selected for examination. During the quarter ended June 26, 2021 we reached a resolution with the Appellate Division for all remaining outstanding issues for 2012 and 2013. Regarding transfer pricing matters, in the quarter ended December 28, 2019, we reached a settlement with the U.S. Competent Authority to resolve transfer pricing matters related to 2012 and 2013. During the quarter ended September 26, 2020 we reached an agreement with the Advanced Pricing Division on an appropriate transfer pricing methodology for the years 2014-2025. The objective of this resolution was to mitigate future transfer pricing audit adjustments. In the fourth quarter of 2020, we reached a resolution with the IRS for the 2014-2016 audit cycle. The total amounts of interest and penalties are classified as a component of the provision for income taxes. The amount of tax interest expense (credit) was approximately $( 0.4 ) million, $( 3.3 ) million, and $ 2.2 million in 2021, 97 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) 2020 and 2019, respectively. The total amount of accrued interest is included in “other liabilities”, and was approximately $ 12.4 million as of December 25, 2021 and $ 14.0 million as of December 26, 2020. No penalties were accrued for the periods presented. The following table provides a reconciliation of unrecognized tax benefits: December 25, December 26, December 28, 2021 2020 2019 Balance, beginning of period $ 70,000 $ 91,100 $ 77,800 Additions based on current year tax positions 3,300 4,900 4,900 Additions based on prior year tax positions 10,800 7,900 17,300 Reductions based on prior year tax positions ( 1,000 ) ( 1,000 ) ( 1,000 ) Reductions resulting from settlements with taxing authorities ( 9,500 ) ( 18,600 ) ( 4,200 ) Reductions resulting from lapse in statutes of limitations ( 2,500 ) ( 14,300 ) ( 3,700 ) Balance, end of period $ 71,100 $ 70,000 $ 91,100 Note 14 – 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 as of December 25, 2021 were: 2022 $ 111,696 2023 488 Total minimum inventory purchase commitment payments $ 112,184 Employment, Consulting and Non-Compete Agreements We have employment, consulting and non-compete agreements that have varying base aggregate annual payments for the years 2022 through 2026 and thereafter of approximately $ 24.6 million, $ 4.7 million, $ 0.9 million, $ 0.8 million, $ 0.8 million, and $ 0.0 million, respectively. We also have lifetime consulting agreements that provide for current compensation of $ 0.4 million per year, increasing $ 25 every fifth year with the next increase in 2022. In addition, some agreements have provisions for additional incentives and compensation. Litigation Henry Schein has been named as a defendant in multiple lawsuits (currently less than one-hundred and seventy-five (175); in less than half of those cases one or more of Schein’s affiliated companies is also named as a defendant), which allege that 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.) 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 abated for discovery purposes, and others which remain pending in state courts and are proceeding independently and outside of the MDL. At this time, the only cases set for trial are: the action filed by Mobile County Board of Health, et al., in Alabama state court, which is currently set for a jury trial on January 9, 2023; and the action filed by DCH Health Care Authority, et al. in Alabama state court, which is currently scheduled for a jury trial on March 20, 2023. The court for the pending cases filed by hospitals in West Virginia 98 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) has indicated it intends to set trials for all defendants in 2022. However, as of this filing, the West Virginia hospital cases against Henry Schein have not been set for trial. Of Henry Schein’s 2021 revenue of approximately $ 12.4 billion from continuing operations, sales of opioids represented less than two-tenths of 1 percent. Opioids represent a negligible part of our business. We intend to defend ourselves vigorously against these actions. On February 5, 2021, Jack Garnsey filed a putative shareholder derivative action on behalf of Covetrus, Inc. in the U.S. District Court for the Eastern District of New York, naming as defendants Benjamin Shaw, Christine T. Komola, Steven Paladino, Betsy Atkins, Deborah G. Ellinger, Sandra L. Helton, Philip A. Laskaway, Mark J. Manoff, Edward M. McNamara, Ravi Sachdev, David E. Shaw, Benjamin Wolin, and Henry Schein, Inc., with Covetrus, Inc. named as a nominal defendant. The complaint alleges that the individual defendants breached their fiduciary duties under state law in connection with the same allegations asserted in the City of Hollywood securities class action described in our prior filings with the SEC and further alleges that Henry Schein aided and abetted such breaches. The complaint also asserts claims for contribution under the federal securities laws against Henry Schein and other defendants, also arising out of the allegations in the City of Hollywood lawsuit. The complaint seeks declaratory, injunctive, and monetary relief. A second similar complaint, Stegmann v. Wolin, was filed in the same court on March 30, 2021, which did not name the Company as a defendant. Plaintiffs agreed to dismiss Henry Schein from the consolidated amended complaint without prejudice; and the court “so ordered” the stipulation dismissing Henry Schein as a defendant on December 13, 2021. 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 25, 2021, 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. 99 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 15 – Stock-Based Compensation Stock-based awards are provided to certain employees and non-employee directors under the terms of our 2020 Stock Incentive Plan and our 2015 Non-Employee Director Stock Incentive Plan (together, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Historically, equity-based awards have been granted solely in the form of time-based and performance-based restricted stock units (“RSUs”). However, beginning in 2021, our equity-based awards have been granted in the form of time-based RSUs and non-qualified stock options. As of December 25, 2021, there were 70,943 shares authorized and 9,368 shares available to be granted under the 2020 Stock Incentive Plan and 1,893 shares authorized and 229 shares available to be granted under the 2015 Non-Employee Director Stock Incentive Plan. Grants of RSUs are stock-based awards granted to recipients with specified vesting provisions. In the case of RSUs, common stock is generally delivered on or following satisfaction of vesting conditions. We issue RSUs that vest solely based on the recipient’s continued service over time (primarily four -year cliff vesting, except for grants made under the 2015 Non-Employee Director Stock Incentive Plan, which are primarily 12 -month cliff vesting), and RSUs that vest based on our achieving specified performance measurements and the recipient’s continued service over time (primarily three -year cliff vesting). For these RSUs, we recognize the cost as compensation expense on a straight-line basis. With respect to time-based RSUs, we estimate the fair value on the date of grant based on our closing stock price at time of grant. 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. The Plans provide for adjustments to the performance-based RSU targets for significant events, including, without limitation, acquisitions, divestitures, new business ventures, certain capital transactions (including share repurchases), 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 and foreign exchange fluctuations. Over the performance period, the number of shares of common stock 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 will be based on our actual performance metrics as defined under the Plans. During the three months ended March 27, 2021, as a result of the continuing economic risk and uncertainty resulting from the ongoing COVID-19 pandemic, the Compensation Committee decided to adjust the form of awards granted under our 2021 long-term incentive program for our 2021 fiscal year in a manner that focuses on our long-term value by granting non-qualified stock options and time-based RSUs rather than performance-based RSUs. Stock options are awards that allow the recipient to purchase shares of our common stock at a fixed price following vesting of the stock options. Stock options are granted at an exercise price equal to our closing stock price on the date of grant. Stock options issued during 2021 vest one-third per year based on the recipient’s continued service, subject to the terms and conditions of the Plans, 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 the term upon certain events. Compensation expense for these stock options is recognized using a graded vesting method. We estimate the fair value of stock options using the Black-Scholes valuation model. 100 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) In addition to equity-based awards under the 2021 long-term incentive program under the 2020 Stock Incentive Plan, 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. These time-based RSU awards vest 50 % on the first anniversary of the grant date and 50 % on the second anniversary of the grant date, based on the recipient’s continued service and subject to the terms and conditions of the Plans, and are recorded as compensation expense using a graded vesting method. Our accompanying consolidated statements of income reflect pre-tax share-based compensation expense of $ 78.4 million ($ 59.8 million after-tax), $ 8.8 million ($ 7.1 million after-tax) and $ 44.9 million ($ 34.4 million after-tax) for the years ended December 25, 2021, December 26, 2020 and December 28, 2019. Total unrecognized compensation cost related to non-vested awards as of December 25, 2021 was $ 79.8 million, which is expected to be recognized over a weighted-average period of approximately 2.0 years. The weighted-average grant date fair value of stock-based awards granted before forfeitures was $62.72, $60.23 and $56.83 per share during the years ended December 25, 2021, December 26, 2020 and December 28, 2019. Certain stock-based compensation granted may require us to settle in the form of a cash payment. During the year ended December 25, 2021, we recorded a liability of $ 0.9 million relating to the grant date fair value of stock-based compensation to be settled in cash. We record deferred income tax assets for awards that will result in future deductions on our income tax returns based on the amount of compensation cost recognized and our statutory tax rate in the jurisdiction in which we will receive a deduction. Our accompanying consolidated statements of cash flows present our stock-based compensation expense as an adjustment to reconcile net income to net cash provided by operating activities for all periods presented. In the accompanying consolidated statements of cash flows, there were no benefits associated with tax deductions in excess of recognized compensation as a cash inflow from financing activities for the years ended December 25, 2021, December 26, 2020 and December 28, 2019. The following weighted-average assumptions were used in determining the most recent fair values of stock options using the Black-Scholes valuation model: 2021 Expected dividend yield 0.0 % Expected stock price volatility 27.10 % Risk-free interest rate 1.33 % Expected life of options (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 in conjunction with considering 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 SAB Topic 14. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by recipients of stock options, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us. 101 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The following table summarizes the stock option activity for the year ended December 25, 2021: Stock Options Weighted Remaining Average Weighted Average Aggregate Exercise Remaining Contractual Intrinsic Shares Price Life in Years Value Outstanding at beginning of year - $ - Granted 817 63.21 Forfeited ( 50 ) 62.75 Outstanding at end of year 767 $ 63.24 9.2 $ 9,027 Options exercisable at end of year 1 $ 62.71 6.1 $ 8 Weighted Weighted Average Aggregate Number of Average Remaining Intrinsic Options Exercise Contractual Value (in thousands) Price Life (in years) (in thousands) Vested or expected to vest 736 $ 63.26 9.2 $ 8,642 The following tables summarize the activity of our unvested RSUs for the year ended December 25, 2021: Time-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,459 $ 57.61 Granted 843 63.38 Vested ( 269 ) 66.85 Forfeited ( 87 ) 60.55 Outstanding at end of period 1,946 $ 58.79 $ 74.93 Performance-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 136 $ 53.52 Granted 669 59.29 Vested ( 84 ) 52.49 Forfeited ( 46 ) 59.72 Outstanding at end of period 675 $ 59.63 $ 74.93 The total intrinsic value per share of RSUs that vested was $ 73.99 , $ 61.49 and $ 64.31 during the years ended December 25, 2021, December 26, 2020 and December 28, 2019. 102 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 16 – 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 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 25, December 26, 2021 2020 Obligation and funded status: Change in benefit obligation Projected benefit obligation, beginning of period $ 130,095 $ 120,622 Service costs 3,692 3,186 Interest cost 421 518 Past service cost 5,348 - Actuarial gain (loss) ( 5,451 ) 569 Benefits (paid) received (1) 422 ( 3,685 ) Participant contributions 936 839 Settlements ( 2,256 ) ( 2,143 ) Effect of foreign currency translation ( 5,011 ) 10,189 Projected benefit obligation, end of period $ 128,196 $ 130,095 Change in plan assets Fair value of plan assets at beginning of period $ 64,708 $ 60,090 Actual return on plan assets 5,091 1,772 Employer contributions 1,713 1,545 Plan participant contributions 936 839 Expected return on plan assets 3,988 987 Benefit (paid) received (1) 1,990 ( 1,988 ) Settlements ( 2,256 ) ( 2,143 ) Effect of foreign currency translation ( 1,111 ) 3,606 Fair value of plan assets at end of period $ 75,059 $ 64,708 Unfunded status at end of period $ 53,137 $ 65,387 (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 $ 5.8 million. 103 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The following table provides the amounts recognized in our consolidated balance sheets for our defined benefit pension plans: Years Ended December 25, December 26, 2021 2020 Current liabilities $ 991 $ 1,031 Non-Current liabilities 52,146 64,356 Accumulated other comprehensive loss, pre-tax 20,456 29,798 The following table provides the net periodic pension cost for our defined benefit plans: Years Ended December 25, December 26, December 28, 2021 2020 2019 Service cost $ 3,692 $ 3,186 $ 1,655 Interest cost 421 518 899 Expected return on plan assets ( 451 ) ( 421 ) ( 337 ) Employee contributions ( 483 ) ( 371 ) - Amortization of prior service credit 871 785 300 Recognized net actuarial loss 252 447 92 Settlements 98 155 373 Net periodic pension cost $ 4,400 $ 4,299 $ 2,982 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 25, December 26, Pension Benefit Obligation 2021 2020 Weighted average discount rate 0.87 % 0.54 % Years Ended December 25, December 26, December 28, Net Periodic Pension Cost 2021 2020 2019 Discount rate-pension benefit 0.56 % 0.51 % 1.14 % Expected return on plan assets 0.71 % 0.87 % 0.87 % Rate of compensation increase 1.95 % 1.97 % 2.20 % Pension increase rate 0.72 % 0.67 % 0.77 % 104 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) The following table presents the estimated pension benefit payments that are payable to the plan’s participants as of December 25, 2021: Year 2022 $ 5,503 2023 6,109 2024 5,837 2025 5,174 2026 5,162 2027 to 2031 32,857 Total $ 60,642 401(k) Plans We offer qualified 401(k) plans to substantially all our domestic full-time employees. As determined by our Board of Directors, matching contributions to these plans generally do not exceed 100 % of the participants’ contributions up to 7 % of their base compensation, subject to applicable legal limits. Matching contributions consist of cash and were allocated entirely to the participants’ investment elections on file, subject to a 20 % allocation limit to the Henry Schein Stock Fund. Due to the impact of COVID-19, as part of our initiative to generate cash savings, we suspended the matching contribution for the second half of 2020. The matching contribution has been reinstated for 2021. Forfeitures attributable to participants whose employment terminates prior to becoming fully vested are used to reduce our matching contributions and 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 25, 2021, December 26, 2020 and December 28, 2019 amounted to $ 37.5 million, $ 20.5 million and $ 35.4 million, 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. Due to the impact of COVID-19, as part of our initiative to generate cash savings, we suspended contributions under the SERP for the second half of 2020. Contributions to the SERP were restored in 2021. The amounts charged to operations during the years ended December 25, 2021, December 26, 2020 and December 28, 2019 amounted to $ 2.4 million, $ 2.8 million and $ 4.0 million, respectively. Please see Note 11 – 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 charged to operations during the years ended December 25, 2021, December 26, 2020 and December 28, 2019 were approximately $ 8.4 million, $ 7.8 million and $ 8.3 million, respectively. Please see Note 11 – Derivatives and Hedging Activities for additional information. 105 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 17 – 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. ASC 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 25, 2021, December 26, 2020 and December 28, 2019 are presented in the following table: December 25, December 26, December 28, 2021 2020 2019 Balance, beginning of period $ 327,699 $ 287,258 $ 219,724 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries ( 60,240 ) ( 17,241 ) ( 2,270 ) Increase in redeemable noncontrolling interests due to business acquisitions 188,977 28,387 74,865 Net income attributable to redeemable noncontrolling interests 23,358 13,363 14,838 Dividends declared ( 20,756 ) ( 12,631 ) ( 10,264 ) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests ( 6,005 ) ( 4,279 ) ( 2,335 ) Change in fair value of redeemable securities 160,279 32,842 ( 7,300 ) Balance, end of period $ 613,312 $ 327,699 $ 287,258 106 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 18 – Comprehensive Income Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. The following table summarizes our Accumulated other comprehensive loss, net of applicable taxes as of: December 25, December 26, December 28, 2021 2020 2019 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ ( 30,622 ) $ ( 24,617 ) $ ( 20,338 ) Attributable to noncontrolling interests: Foreign currency translation adjustment $ 412 $ 235 $ ( 531 ) Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ ( 154,578 ) $ ( 76,565 ) $ ( 143,172 ) Unrealized loss from foreign currency hedging activities ( 2,046 ) ( 11,488 ) ( 4,032 ) Unrealized investment gain (loss) ( 8 ) 1 6 Pension adjustment loss ( 14,846 ) ( 20,032 ) ( 20,175 ) Accumulated other comprehensive loss $ ( 171,478 ) $ ( 108,084 ) $ ( 167,373 ) Total Accumulated other comprehensive loss $ ( 201,688 ) $ ( 132,466 ) $ ( 188,242 ) The following table summarizes the components of comprehensive income, net of applicable taxes as follows: December 25, December 26, December 28, 2021 2020 2019 Net income $ 660,526 $ 419,423 $ 719,138 Foreign currency translation gain (loss) ( 83,841 ) 63,094 ( 4,070 ) Tax effect - - - Foreign currency translation gain (loss) ( 83,841 ) 63,094 ( 4,070 ) Unrealized gain (loss) from foreign currency hedging activities 12,717 ( 10,224 ) ( 4,911 ) Tax effect ( 3,275 ) 2,768 1,035 Unrealized gain (loss) from foreign currency hedging activities 9,442 ( 7,456 ) ( 3,876 ) Unrealized investment gain (loss) ( 12 ) ( 6 ) 14 Tax effect 3 1 ( 2 ) Unrealized investment gain (loss) ( 9 ) ( 5 ) 12 Pension adjustment gain (loss) 7,612 ( 533 ) ( 7,730 ) Tax effect ( 2,426 ) 676 1,806 Pension adjustment gain (loss) 5,186 143 ( 5,924 ) Comprehensive income $ 591,304 $ 475,199 $ 705,280 107 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Our financial statements are denominated in the U.S. Dollar currency. 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 25, 2021, December 26, 2020 and December 28, 2019 was primarily impacted by changes in foreign currency exchange rates of the Euro, Brazilian Real, New Zealand Dollar, British Pound, Canadian Dollar, and Australian Dollar. The foreign currency translation gain (loss) during the years ended December 25, 2021, December 26, 2020 and December 28, 2019 , was also attributable to a net investment hedge that was entered into during 2019. 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 25, December 26, December 28, 2021 2020 2019 Comprehensive income attributable to Henry Schein, Inc. $ 567,838 $ 463,083 $ 682,724 Comprehensive income attributable to noncontrolling interests 6,113 3,032 9,827 Comprehensive income attributable to Redeemable noncontrolling interests 17,353 9,084 12,729 Comprehensive income $ 591,304 $ 475,199 $ 705,280 108 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 19 – Discontinued Operations Animal Health Spin-off On February 7, 2019 (the “Distribution Date”), we completed the separation (the “Separation”) and subsequent merger (“Merger”) of our animal health business (the “Henry Schein Animal Health Business”) with Direct Vet Marketing, Inc. (d/b/a Vets First Choice, “Vets First Choice”). This was accomplished by a series of transactions among us, Vets First Choice, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly owned subsidiary of ours prior to the Distribution Date, and HS Merger Sub, Inc., a wholly owned subsidiary of Covetrus (“Merger Sub”). In connection with the Separation, we contributed, assigned and transferred to Covetrus certain applicable assets, liabilities and capital stock or other ownership interests relating to the Henry Schein Animal Health Business. On the Distribution Date, we received a tax-free distribution of $ 1,120 million from Covetrus pursuant to certain debt financing incurred by Covetrus. On the Distribution Date and prior to the Animal Health Spin-off, Covetrus issued shares of Covetrus common stock to certain institutional accredited investors (the “Share Sale Investors”) for $ 361.1 million (the “Share Sale”). The proceeds of the Share Sale were paid to Covetrus and distributed to us. Subsequent to the Share Sale, we distributed, on a pro rata basis, all of the shares of the common stock of Covetrus held by us to our stockholders of record as of the close of business on January 17, 2019 (the “Animal Health Spin-off”). After the Share Sale and Animal Health Spin-off, Merger Sub consummated the Merger whereby it merged with and into Vets First Choice, with Vets First Choice surviving the Merger as a wholly owned subsidiary of Covetrus. Immediately following the consummation of the Merger, on a fully diluted basis, (i) approximately 63 % of the shares of Covetrus common stock were (a) owned by our stockholders and the Share Sale Investors, and (b) held by certain employees of the Henry Schein Animal Health Business (in the form of certain equity awards), and (ii) approximately 37 % of the shares of Covetrus common stock were (a) owned by stockholders of Vets First Choice immediately prior to the Merger, and (b) held by certain employees of Vets First Choice (in the form of certain equity awards). After the Separation and the Merger, we no longer beneficially owned any shares of Covetrus common stock and, following the Distribution Date, will not consolidate the financial results of Covetrus for the purpose of our financial reporting. Following the Separation and the Merger, Covetrus was an independent, publicly traded company on the Nasdaq Global Select Market. In connection with the completion of the Animal Health Spin-off, we entered into a transition services agreement, which ended in December 2020, with Covetrus under which we agreed to provide certain transition services for up to twenty-four months in areas such as information technology, finance and accounting, human resources, supply chain, and real estate and facility services. As a result of the Separation, the financial position and results of operations of the Henry Schein Animal Health Business are presented as discontinued operations and have been excluded from continuing operations and segment results for all periods presented. The accompanying notes to the consolidated financial statements have been revised to reflect the effect of the Separation and all prior year balances have been revised accordingly to reflect continuing operations only. The historical statements of Comprehensive Income (Loss) and Shareholders' Equity have not been revised to reflect the Separation and instead reflect the Separation as an adjustment to the balances at December 26, 2020. In February 2019, we completed the Animal Health Spin-off. During the years ended December 26, 2020 and December 28, 2019, we incurred $ 0.1 million and $ 23.6 million in transaction costs associated with this transaction. All transaction costs related to the Animal Health Spin-off have been included in results from discontinued operations. 109 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Summarized financial information for our discontinued operations is as follows: Years Ended December 26, December 28, 2020 2019 Net sales $ - $ 319,522 Cost of goods sold - 260,097 Gross profit - 59,425 Selling, general and administrative 2,347 68,919 Operating loss ( 2,347 ) ( 9,494 ) Income tax benefit ( 3,333 ) ( 2,181 ) Income (loss) from discontinued operations 986 ( 6,323 ) Net loss attributable to noncontrolling interests - 366 Net income (loss) from discontinued operations attributable to Henry Schein, Inc. 986 ( 5,957 ) The operating loss from discontinued operations for the year ended December 26, 2020 was primarily attributable to costs directly related to the Animal Health Spin-off. See Note 23 – Related Party Transactions for additional information. The net income from discontinued operations for the year ended December 26, 2020 was primarily attributable to a reduction in a liability for tax indemnification and a tax refund received during 2020 by a holding company previously part of our Animal Health legal structure and other favorable tax resolutions. The financial information above, for the year ended December 28, 2019, represents activity of the discontinued operations during year-to-date through the Distribution Date. The loss from discontinued operations for the year ended December 28, 2019 was primarily attributable to the inclusion of the transaction costs directly related to the Animal Health Spin-off. 110 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 20 – Plans of Restructuring On November 20, 2019, we committed to a contemplated restructuring initiative intended to mitigate stranded costs associated with the Animal Health Spin-off and to rationalize operations and to provide expense efficiencies. These activities were originally expected to be completed by the end of 2020. In light of the changes to the business environment brought on by the COVID-19 pandemic, we extended such activities to the end of 2021. During the years ended December 25, 2021, December 26, 2020, and December 28, 2019 we recorded restructuring charges of $ 7.9 million, $ 32.1 million and $ 14.7 million, respectively. The restructuring costs for these periods included costs for severance benefits and facility exit costs. The costs associated with these restructurings are included in a separate line item, “Restructuring costs” within our consolidated statements of income. Our restructuring activities under this initiative are now complete and we do not expect to report any restructuring costs separately in 2022. The following table shows the net amounts expensed and paid for restructuring costs that were incurred during our 2021, 2020 and 2019 fiscal years and the remaining accrued balance of restructuring costs as of December 25, 2021, which is included in accrued expenses: other within our consolidated balance sheets: Facility Severance Closing Costs Costs Other Total Balance, December 29, 2018 $ 29,964 $ 1,603 $ 158 $ 31,725 Provision 13,741 937 27 14,705 Payments and other adjustments ( 30,794 ) ( 1,714 ) ( 112 ) ( 32,620 ) Balance, December 28, 2019 $ 12,911 $ 826 $ 73 $ 13,810 Provision 25,855 5,878 360 32,093 Payments and other adjustments ( 26,152 ) ( 6,309 ) ( 329 ) ( 32,790 ) Balance, December 26, 2020 $ 12,614 $ 395 $ 104 $ 13,113 Provision 7,717 ( 111 ) 333 7,939 Payments and other adjustments ( 16,072 ) ( 226 ) ( 434 ) ( 16,732 ) Balance, December 25, 2021 $ 4,259 $ 58 $ 3 $ 4,320 The following table shows, by reportable segment, the amounts expensed and paid for restructuring costs that were incurred during our 2021, 2020 and 2019 fiscal years and the remaining accrued balance of restructuring costs as of December 25, 2021: Technology and Health Care Value-Added Distribution Services Total Balance, December 29, 2018 $ 30,291 $ 1,434 $ 31,725 Provision 13,935 770 14,705 Payments and other adjustments ( 30,853 ) ( 1,767 ) ( 32,620 ) Balance, December 28, 2019 $ 13,373 $ 437 $ 13,810 Provision 30,935 1,158 32,093 Payments and other adjustments ( 31,484 ) ( 1,306 ) ( 32,790 ) Balance, December 26, 2020 $ 12,824 $ 289 $ 13,113 Provision 5,939 2,000 7,939 Payments and other adjustments ( 15,692 ) ( 1,040 ) ( 16,732 ) Balance, December 25, 2021 $ 3,071 $ 1,249 $ 4,320 111 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) 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 presently unvested restricted stock and 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 25, December 26, December 28, 2021 2020 2019 Basic 140,091 142,504 147,817 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 1,682 900 1,440 Diluted 141,773 143,404 149,257 Note 22 – Supplemental Cash Flow Information Cash paid for interest and income taxes was: Years ended December 25, December 26, December 28, 2021 2020 2019 Interest $ 29,455 $ 43,123 $ 54,685 Income taxes 241,887 206,796 177,277 For the years ended December 25, 2021, December 26, 2020 and December 28, 2019, we had $ 12.7 million, $( 10.2 ) million and $( 4.9 ) million of non-cash net unrealized gains (losses) related to foreign currency hedging activities, respectively. 112 Table of Contents HENRY SCHEIN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 23 – Related Party Transactions In connection with the completion of the Animal Health Spin-off during our 2019 fiscal year, we entered into a transition services agreement with Covetrus under which we agreed to provide certain transition services for up to twenty-four months in areas such as information technology, finance and accounting, human resources, supply chain, and real estate and facility services. (see Note 19 – Discontinued Operations for additional details). For the years ended December 26, 2020 and December 28, 2019, we recorded approximately $ 13.0 million and $ 17.5 million of fees for these services, respectively. Pursuant to the transition services agreement, Covetrus purchased certain products from us. During the years ended December 26, 2020 and December 28, 2019, net sales to Covetrus under the transition services agreement were approximately $ 75.3 million and $ 81.3 million, respectively. Sales to Covetrus under the transition services agreement ended in December 2020. At December 26, 2020 we had $ 0.3 million payable to Covetrus under this transition services agreement. 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 $ 31.0 million annually for the use of their intellectual property. During 2021, 2020, and 2019, we recorded $ 31.0 million, $ 31.0 million, and $ 31.0 million, respectively in connection with costs related to this royalty agreement. As of December 25, 2021 and December 26, 2020, Henry Schein One, LLC had a net receivable balance due from Internet Brands of $ 9.2 million and $ 7.7 million, respectively, comprised of amounts related to results of operations and the royalty agreement. The components of this net receivable are recorded with prepaid and other and accrued expenses: other within our consolidated balance sheets. During our normal course of business, we have interests in entities that we account for under the equity accounting method. During our fiscal years ended 2021, 2020, and 2019, we recorded net sales of $ 66.6 million, $ 54.5 million, and $ 88.3 respectively, to such entities. During our fiscal years ended 2021, 2020 and 2019, we purchased $ 21.8 million, $ 17.2 million, and $ 11.8 million respectively, from such entities. At December 25, 2021 and December 26, 2020, we had in aggregate $ 44.7 million and $ 36.4 million, due from our equity affiliates, and $ 9.0 million and $ 8.6 million due to our equity affiliates, respectively. Certain of our facilities related to our acquisitions are leased from employees and minority shareholders. Please see Note 6 – Leases for further information. 113 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.