Item 9A. Controls and Procedures
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this annual report as
such term is defined in Rules 13a-15(e) and
15d-15(e) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Based on
this evaluation, our management, including our principal executive officer and principal
financial officer,
concluded that our disclosure controls and procedures were effective as of December 31,
2022, to ensure that all
material information required to be disclosed by us in reports that we file
or submit under the Exchange Act is
accumulated and communicated to them as appropriate to allow timely
decisions regarding required disclosure and
that all such information is recorded, processed, summarized and reported
within the time periods specified in the
SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
The combination of acquisitions, continued acquisition integrations and systems
implementation activity
undertaken during the quarter ended December 31, 2022 and carried over from
prior quarters when considered in
the aggregate, does not represent a material change in our internal control over
financial reporting.
Management’s
Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f).
Our internal control system is designed to provide
reasonable assurance to our management and Board of Directors regarding the preparation
and fair presentation of
published financial statements.
Under the supervision and with the participation of our
management, including our
principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework
in Internal Control-Integrated Framework (2013),
updated and reissued by the Committee of Sponsoring Organizations, or the COSO
Framework.
Based on our
evaluation under the COSO Framework, our management concluded that our
internal control over financial
reporting was effective at a reasonable assurance level as of December 31, 2022.
The effectiveness of our internal control over financial reporting as of December
31, 2022, has been independently
audited by BDO USA, LLP, an independent registered public accounting firm, and their attestation is included
herein.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that all control
issues, if any, within a company
have been detected.
Table of Contents
117
Report Of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Henry Schein, Inc.
Melville, NY
Opinion on Internal Control over Financial Reporting
We
have audited Henry
Schein, Inc.’s
(the “Company’s”)
internal control over
financial reporting as
of December
31, 2022, based on criteria established in Internal Control
– Integrated Framework (2013) (the “COSO criteria”). In
our opinion, the
Company maintained, in all
material respects, effective
internal control over
financial reporting as
of December 31, 2022, based on the COSO criteria.
We
have
also
audited,
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”),
the
consolidated
balance
sheets
of
the
Company
as
of
December
31,
2022
and
December
25,
2021, the
related
consolidated statements
of
income, comprehensive
income, stockholders’
equity,
and cash
flows for
each of
the three
years in
the period
ended December
31, 2022,
and the
related notes
and our
report dated February 21, 2023
expressed as an unqualified opinion thereon.
Basis for Opinion
The Company’s
management is
responsible for
maintaining effective
internal control
over financial
reporting and
for
its
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting,
included
in
the
accompanying
“Item 9A, Management’s
Report on Internal
Control over Financial Reporting”. Our
responsibility is to
express an
opinion on the
Company’s internal
control over financial
reporting based on
our audit. We
are a public
accounting
firm
registered
with
the
PCAOB and
are
required
to
be
independent
with
respect
to
the
Company in
accordance
with
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.
Those standards require
that we plan
and perform the
audit to
obtain reasonable assurance
about whether effective
internal
control
over
financial
reporting
was
maintained
in
all
material
respects.
Our
audit
included
obtaining
an
understanding
of
internal
control
over
financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing and
evaluating the
design and
operating effectiveness
of internal
control based
on assessed
risk. Our
audit
also included
performing such
other procedures
as we
considered necessary
in the
circumstances. We
believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A
company’s
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding the
reliability of
financial reporting
and the
preparation of
financial statements
for external
purposes in
accordance
with
generally
accepted
accounting
principles.
A
company’s
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that
(1)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately and
fairly reflect
the transactions
and dispositions
of the
assets of
the company;
(2) provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
with generally
accepted accounting
principles, and
that receipts
and expenditures
of the
company are
being made
only
in
accordance with
authorizations of
management and
directors of
the
company; and
(3) provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use,
or
disposition
of
the
company’s assets that could have a material effect on the financial statements.
Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
of
effectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
with
the
policies or procedures may deteriorate.
/s/ BDO USA, LLP
New York
,
NY
February 21, 2023
Table of Contents
118
ITEM 9B.
Other Information
Not applicable.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART
III
ITEM 10.
Directors, Executive Officers and Corporate Governance
Information required by this item regarding our directors and executive
officers and our corporate governance is
hereby incorporated by reference to the Section entitled “Election of Directors,”
with respect to directors, and the
first paragraph of the Section entitled “Corporate Governance - Board
of Directors Meetings and Committees -
Audit Committee,” with respect to corporate governance, in each case
in our definitive 2023 Proxy Statement to be
filed pursuant to Regulation 14A and to the Section entitled “Information
about our Executive Officers” in Part I of
this report, with respect to executive officers.
There have been no changes to the procedures by which stockholders
may recommend nominees to our Board of
Directors since our last disclosure of such procedures, which appeared
in our definitive 2022 Proxy Statement filed
pursuant to Regulation 14A on April 6, 2022.
Information required by this item concerning compliance with Section
16(a) of the Securities Exchange Act of
1934 is hereby incorporated by reference to the Section entitled “Delinquent
Section 16(a) Reports” in our
definitive 2023 Proxy Statement to be filed pursuant to Regulation 14A,
to the extent responsive disclosure is
required.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer and Controller.
We make available free of charge through our Internet website,
www.henryschein.com,
under the “About Henry Schein--Corporate Governance
Highlights” caption, our Code of
Ethics.
We intend to disclose on our Web
site any amendment to, or waiver of, a provision of the Code
of Ethics.
ITEM 11.
Executive Compensation
The information required by this item is hereby incorporated by reference
to the Sections
entitled “Compensation
Discussion and Analysis,” “Compensation Committee Report” (which
information shall be deemed furnished in
this Annual Report on Form 10-K), “Executive and Director Compensation” and
“Compensation Committee
Interlocks and Insider Participation” in our definitive 2023 Proxy
Statement to be filed pursuant to Regulation 14A.
Table of Contents
119
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters
We maintain several stock incentive plans for the benefit of certain officers, directors and employees.
All active
plans have been approved by our stockholders.
Descriptions of these plans appear in the notes to our consolidated
financial statements.
The following table summarizes information relating to these plans as of December
31, 2022:
Number of Common
Shares to be Issued Upon
Weighted-
Average
Number of Common
Exercise of Outstanding
Exercise Price of
Shares Available
for
Plan Category
Options and Rights
Outstanding Options
Future Issuances
Plans Approved by Stockholders
-
$
-
8,227,096
Plans Not Approved by Stockholders
-
-
-
Total
-
$
-
8,227,096
The other information required by this item is hereby incorporated by
reference to the Section entitled “Security
Ownership of Certain Beneficial Owners and Management” in our definitive
2023 Proxy Statement to be filed
pursuant to Regulation 14A.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is hereby incorporated by reference
to the Section entitled “Certain
Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and
Committees – Independent Directors” in our definitive 2023 Proxy Statement
to be filed pursuant to Regulation
14A.
ITEM 14.
Principal Accounting Fees and Services
The information required by this item is hereby incorporated by reference
to the Section entitled “Independent
Registered Public Accounting Firm Fees and Pre-Approval Policies and
Procedures” in our definitive 2023 Proxy
Statement to be filed pursuant to Regulation 14A.
PART
IV
ITEM 15.
Exhibits, Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
1.
Financial Statements:
Our Consolidated Financial Statements filed as a part of this report
are listed on the index on
Page 60.
2.
Index to Exhibits:
See exhibits listed under Item 15(b) below.
Table of Contents
120
(b) Exhibits
2.1
Contribution and Distribution Agreement, dated as of April 20, 2018, by and
among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC. (Incorporated by reference to Exhibit 2.1 to our
Current Report on Form 8-K filed on April 23, 2018 (film no. 18767875).)*
2.2
Agreement and Plan of Merger, dated as of April 20, 2018, by and among us, HS
Spinco, Inc, HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC. (Incorporated by reference to Exhibit 2.2 to our
Current Report on Form 8-K filed on April 23, 2018 (film no. 18767875).)*
2.3
Letter Agreement, Amendment No. 1 to Contribution and Distribution Agreement
and Amendment No. 1 to Agreement and Plan of Merger, dated as of September
14, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet
Marketing, Inc. and Shareholder Representative Services LLC.( Incorporated by
reference to Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year
ended December 29, 2018 filed on February 20, 2019.)
2.4
Letter Agreement and Amendment No. 2 to Contribution and Distribution
Agreement, dated as of November 30, 2018, by and among us, HS Spinco, Inc.,
Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.
(Incorporated by reference to Exhibit 2.4 to our Annual Report on Form 10-K for
the fiscal year ended December 29, 2018 filed on February 20, 2019.)
2.5
Letter Agreement and Amendment No. 3 to Contribution and Distribution
Agreement and Amendment No. 2 to Agreement and Plan of Merger, dated as of
December 25, 2018, by and among us, HS Spinco, Inc., HS Merger Sub, Inc.,
Direct Vet Marketing, Inc. and Shareholder Representative Services
LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on Form 10-K
for the fiscal year ended December 29, 2018 filed on February 20, 2019.)
2.6
Letter Agreement and Amendment No. 4 to Contribution and Distribution
Agreement, dated as of January 15, 2019, by and among us, HS Spinco, Inc., Direct
Vet Marketing, Inc. and Shareholder Representative Services LLC.(Incorporated
by reference to Exhibit 2.6 to our Annual Report on Form 10-K for the fiscal year
ended December 29, 2018 filed on February 20, 2019.)
3.1
Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed
on June 1, 2018.)
3.2
Third Amended and Restated By-Laws of the Company, effective May 13, 2021.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed
on May 17, 2021.)
4.1
Third Amended and Restated Multicurrency Master Note Purchase Agreement,
dated as of October 20, 2021, by and among us, Metropolitan Life Insurance
Company, MetLife Investment Management, LLC and each MetLife affiliate
which becomes party thereto. (Incorporated by reference to Exhibit 4.4 to our
Current Report on Form 8-K filed on October 21, 2021.)
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121
4.2
Third Amended and Restated Master Note Facility, dated as of October 20, 2021,
by and among us, NYL Investors LLC and each New York Life affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.3 to our Current
Report on Form 8-K filed on October 21, 2021.)
4.3
Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of
October 20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.2 to our Current
Report on Form 8-K filed on October 21, 2021.)
4.4
Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and
among us, AIG Asset Management (U.S.), LLC and each AIG affiliate which
becomes party thereto. (Incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed on October 21, 2021.)
4.5
Description of Securities. (Incorporated by reference to Exhibit 4.5 to our Annual
Report on Form 10-K for the fiscal year ended December 25, 2021 filed on
February 15, 2022.)
10.1
Henry Schein, Inc. 2013 Stock Incentive Plan, as amended and restated effective as
of May 14, 2013. (Incorporated by reference to Exhibit 10.2 to our Current Report
on Form 8-K filed on May 16, 2013.)**
10.2
Form of 2019 Restricted Stock Unit Agreement for performance-based restricted
stock unit awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as
amended and restated effective as of May 14, 2013). (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 30, 2019 filed on May 7, 2019.)**
10.3
Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended
and restated effective as of May 14, 2013). (Incorporated by reference to Exhibit
10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30,
2019 filed on May 7, 2019.)**
10.4
Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as
of May 21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report
on Form 8-K filed on May 26, 2020.)**
10.5
Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc. 2020
Stock Incentive Plan (as amended and restated effective as of May 21, 2020).
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed
on March 8, 2021.)**
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122
10.6
Form of 2021 Special Pandemic Recognition Award Restricted Stock Unit
Agreement for time-based restricted stock unit awards pursuant to the Henry
Schein, Inc. 2020 Stock Incentive Plan (as amended and restated effective as of
May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our Quarterly Report
on Form 10-Q for the fiscal quarter ended March 27, 2021 filed on May 4,
2021.)**
10.7
Form of 2022 Restricted Stock Unit Agreement for time-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended
and restated effective as of May 21, 2020). (Incorporated by reference to Exhibit
10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 26,
2022 filed on May 3, 2022.)**
10.8
Form of 2022 Restricted Stock Unit Agreement for performance-based restricted
stock unit awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as
amended and restated effective as of May 21, 2020). (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 26, 2022 filed on May 3, 2022.)**
10.9
Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 27, 2015 filed on July 29, 2015.)**
10.10
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock
Incentive Plan (as amended and restated effective as of June 22, 2015).
(Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**
10.11
Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2013
filed on November 5, 2013.)**
10.12
Amendment Number One to the Henry Schein, Inc. Supplemental Executive
Retirement Plan, amended and restated effective as of January 1, 2014.
(Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for
the fiscal year ended December 28, 2020 filed on February 20, 2020.)**
10.13
Amendment Number Two to the Henry Schein, Inc. Supplemental Executive
Retirement Plan, amended and restated effective as of January 1, 2014.
(Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**
10.14
Amendment Number Three to the Henry Schein, Inc. Supplemental Executive
Retirement Plan, amended and restated effective as of January 1, 2014.
(Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended September 26, 2020 filed on November 2, 2020.)**
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123
10.15
Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25,
2004. (Incorporated by reference to Exhibit D to our definitive 2004 Proxy
Statement on Schedule 14A, filed on April 27, 2004.)**
10.16
Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended
and restated effective as of January 1, 2005. (Incorporated by reference to Exhibit
10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,
2008 filed on February 24, 2009.)**
10.17
Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference to
Exhibit 10.23 to our Annual Report on Form 10-K for the fiscal year ended
December 25, 2010 filed on February 22, 2011.)**
10.18
Amendment to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated
by reference to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 filed on February 15, 2012.)**
10.19
Amendment Number Two to the Henry Schein, Inc. Deferred Compensation
Plan. (Incorporated by reference to Exhibit 10.20 to our Annual Report on Form
10-K for the fiscal year ended December 28, 2013 filed on February 11, 2014.)**
10.20
Amendment Number Three to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for
the fiscal year ended December 28, 2013 filed on February 11, 2014.)**
10.21
Amendment Number Four to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2016 filed on February 21, 2017.)**
10.22
Amendment Number Five to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K for
the fiscal year ended December 28, 2020 filed on February 20, 2020.)**
10.23
Amendment Number Six to the Henry Schein, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 28, 2020 filed on May 5, 2020.)**
10.24
Henry Schein Management Team Performance Incentive Plan and Plan Summary,
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.7 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed
on May 6, 2014.)**
10.25
Form of Performance-Based RSU Award Agreement for Stanley M. Bergman
Pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as Amended and
Restated as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our
Current Report on Form 8-K filed on August 9, 2019.)**
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124
10.26
Amended and Restated Employment Agreement dated as of November 28, 2022,
by and between Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November
29, 2022.)**
10.27
Letter Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad
Connett.**+
10.28
Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad
Connett.**+
10.29
Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc. and Brad
Connett.**#+
10.30
Form of Amended and Restated Change in Control Agreement dated December 12,
2008 between us and certain executive officers who are a party thereto (James
Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively).
(Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for
the fiscal year ended December 27, 2008 filed on February 24, 2009.)**
10.31
Form of Amendment to Amended and Restated Change in Control Agreement
effective January 1, 2012 between us and certain executive officers who are a party
thereto (James Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino,
respectively). (Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on January 20, 2012.)**
10.32
Form of Change in Control Agreement between us and certain executive officers
who are a party thereto (Walter Siegel). (Incorporated by reference to Exhibit 10.3
to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019
filed on May 7, 2019.)
**
10.33
Henry Schein, Inc. Executive Change in Control Plan, effective as of May 2, 2022
between us and certain executive officers who are a party thereto (Ronald N. South,
Brad Connett, David Brous, and Lorelei McGlynn). (Incorporated by reference to
Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 26, 2022 filed on May 3, 2022.)**
10.34
Form of Indemnification Agreement between us and certain directors and executive
officers who are a party thereto (Mohamed Ali, Deborah Derby, Joseph L. Herring,
Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Steven Paladino, Carol
Raphael, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D.,
FACP, Stanley M. Bergman, James P. Breslawski, David Brous, Brad Connett,
Michael S. Ettinger, Lorelei McGlynn, Mark E. Mlotek, Walter Siegel and Ronald
N. South, respectively). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on
November 4, 2015.)**
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125
10.35
Amended and Restated Revolving Credit Agreement, dated as of August 20, 2021,
among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as
administrative agent. (Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on August 23, 2021.)
10.36
Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as
servicer, HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 19,
2013.)
10.37
Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, The Bank of Tokyo -Mitsubishi UFJ, LTD., New York Branch, as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September
26, 2014.)
10.38
Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 25, 2016 filed on August 4, 2016.)
10.39
Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 25, 2016 filed on August 4, 2016.)
10.40
Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2017 filed on November 6, 2017.)
10.41
Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,
Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as
agent and the various purchaser groups party thereto. (Incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29, 2019 filed on August 6, 2019.)
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126
10.42
Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller,
lender, as agent and the various purchaser groups from time to time party thereto,
as amended. (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended June 27, 2020 filed on August 4, 2020.)
10.43
Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, lender, as agent and the various purchaser groups from time to time party
thereto. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed on June 25, 2020.)
10.44
Amendment No. 7 dated as of October 20, 2021 to Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, lender, as agent and the various purchaser groups from time to time party
thereto. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed on October 21, 2021.)
10.45
Amendment No. 8 dated as of December 15, 2022 to Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,
as seller, lender, as agent and the various purchaser groups from time to time party
thereto.*+
10.46
Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase
Agreement dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as
seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent, and the various
purchaser groups from time to time party thereto and Receivables Sales Agreement,
dated as of April 17, 2013, by and among us, certain of our wholly-owned
subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit 10.5
to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013
filed on August 6, 2013.)
10.47
Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase
Agreement dated as of April 17, 2013, as amended, by and among us, as servicer,
HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent, and the
various purchaser groups from time to time party thereto and Receivables Sales
Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-
owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to Exhibit
10.8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29,
2014 filed on May 6, 2014.)
10.48
Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain
of our wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 19,
2013.)
21.1
List of our Subsidiaries.+
23.1
Consent of BDO USA, LLP.+
Table of Contents
127
31.1
Certification of our Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.+
31.2
Certification of our Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.+
32.1
Certification of our Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.+
101.INS
Inline XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
104
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K
for the year ended December 31, 2022, formatted in Inline XBRL
(included within Exhibit 101 attachments).+
_________
+
Filed or furnished herewith.
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
hereby agrees to furnish supplementally a copy of any of the omitted schedules and exhibits upon request
by the U.S. Securities and Exchange Commission.
**
Indicates management contract or compensatory plan or agreement.
# Certain identified information has been excluded from the exhibit because it is both not material and is
the type that the registrant treats as private or confidential.
ITEM 16.
Form 10-K Summary
None.
Table of Contents
128
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Henry Schein, Inc.
By: /s/ STANLEY M. BERGMAN
Stanley M. Bergman
Chairman and Chief Executive Officer
February 21, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature
Capacity
Date
/s/ STANLEY M. BERGMAN
Chairman, Chief Executive Officer
February 21, 2023
Stanley M. Bergman
and Director (principal executive officer)
/s/ RONALD N. SOUTH
Senior Vice President, Chief
Financial Officer
February 21, 2023
Ronald N. South
(principal financial and accounting officer)
/s/ JAMES P.
BRESLAWSKI
Vice Chairman, President
and Director
February 21, 2023
James P.
Breslawski
/s/ MARK E. MLOTEK
Director
February 21, 2023
Mark E. Mlotek
/s/ MOHAMAD ALI
Director
February 21, 2023
Mohamad Ali
/s/ DEBORAH DERBY
Director
February 21, 2023
Deborah Derby
/s/ JOSEPH L. HERRING
Director
February 21, 2023
Joseph L. Herring
/s/ KURT P.
KUEHN
Director
February 21, 2023
Kurt P.
Kuehn
/s/ PHILIP A. LASKAWY
Director
February 21, 2023
Philip A. Laskawy
/s/ ANNE H. MARGULIES
Director
February 21, 2023
Anne H. Margulies
/s/ STEVEN PALADINO
Director
February 21, 2023
Steven Paladino
/s/ CAROL RAPHAEL
Director
February 21, 2023
Carol Raphael
/s/ SCOTT SEROTA
Director
February 21, 2023
Scott Serota
/s/ BRADLEY T. SHEARES,
PH. D.
Director
February 21, 2023
Bradley T.
Sheares, Ph. D.
/s/ REED V.
TUCKSON, M.D., FACP
Director
February 21, 2023
Reed V.
Tuckson, M.D., FACP