What changed in this filing

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Item 1. Business

2024-02-28 compared with 2023-02-21 · 610 added, 654 removed, 1160 unchanged (52% of the section changed)

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Approximately 55% of our

workforce is based in the United States and approximately 50% is based

outside of the United States.

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

of the United States.

operations or affiliates in 33 countries and territories.

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organic success as well as through contribution from strategic acquisitions.

a comprehensive selection of more than 300,000 branded products

and Henry Schein corporate brand

products through our distribution centers.

Our infrastructure, including over 3.8 million square

feet of space in 29

strategically located distribution and 19 manufacturing facilities around

the world, enables us to historically provide

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

our operating efficiency.

infrastructure, together with broad product and service offerings at competitive prices,

and a strong commitment to

We stock a comprehensive selection of more than 300,000 branded products and Henry Schein corporate brand

products through our main distribution centers.

Our infrastructure, including over 5.3 million square feet of space

in 36 strategically located distribution and 22 manufacturing facilities around

the world, enables us to historically

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

increase our operating efficiency.

infrastructure, together with broad product and service offerings at competitive

prices, and a strong commitment to

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

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and large enterprises, such as

group practices

and integrated delivery networks, among other providers across a

wide range of specialties.

group practices and integrated delivery networks, among other providers

across a wide range of specialties.

The health care distribution reportable segment, combining our global dental

and medical businesses, distributes

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

repair services, branded

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

(including implant, orthodontic

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

protective equipment products

(“PPE”) and vitamins.

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

as a distributor, we also market

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

merchandise products,

and manufacture certain dental specialty products in the areas of oral

and medical operating segments,

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

repair services,

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

products (including implant,

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

personal protective equipment

products (“PPE”) and vitamins.

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

distributor, we also

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

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

surgery, implants, orthodontics and

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services including electronic marketing

and web-site design, analytics and patient demand generation.

Finally, our value-added practice solutions include

practice consultancy, education, integrated revenue cycle management and the facilitation of financial service

offerings (on a non-recourse basis) to help dentists and physicians operate and

expand their business operations.

We believe our hands-on consultative approach to provide solutions to support practice decision-making is a key

differentiator for our business.

and website design, analytics and patient demand generation.

Our value-added practice solutions include practice

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

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

their business operations,

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

practitioners.

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

making is a key differentiator for our business.

Recent Developments

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

Developments” herein for a discussion related to the COVID-19

pandemic and recent corporate transactions.

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

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

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hundred practices owned or operated by dental

support organizations (DSOs), medical group purchasing organizations (GPOs), hospital systems

or integrated

delivery networks (IDNs).

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

systems or integrated

delivery networks.

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

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improvements, including

the advancement of software and services, prosthetic solutions and

telemedicine.

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

In addition, the non-acute market

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to combine with larger companies that can

provide growth

opportunities.

provide growth opportunities.

This consolidation also may continue to result in distributors seeking

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medical distributors, as well as a number of manufacturers that

sell directly to physicians.

With regard to our dental

software, we compete against numerous companies, including the

Patterson Dental division of Patterson

Companies, Inc., Carestream Health, Inc., Carestream Dental LLC, Centaur

Software Development Co Pty Ltd.

dental4windows, dental4web), Open Dental Software, Inc., PlanetDDS

LLC, Good Methods Global Inc.

sell directly to physicians and patients in their

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

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

Carestream Dental LLC, Centaur Software

Development Co Pty Ltd.

dental4windows, dental4web), Open Dental

Software, Inc., PlanetDDS LLC,

Good Methods Global Inc.

CareStack) and Curve Dental, LLC.

In other software end markets, including revenue cycle

patient relationship management and patient demand generation, we

compete with companies such as Vyne

Therapeutics Inc., EDI-Health Group, Inc.

Dental X Change, Inc.),

Weave Communications, Inc., and

Solutionreach, Inc.

In other software end markets, including

revenue cycle management, patient relationship management and patient

demand generation, we compete with

companies such as Vyne Therapeutics Inc., EDI-Health Group, Inc.

Dental X Change, Inc.), Weave

Communications, Inc., and Solutionreach, Inc.

The medical practice management and electronic medical

records market is fragmented and we

compete with numerous companies such as the NextGen division of

Quality Systems, Inc., eClinicalWorks,

Allscripts Healthcare Solutions, Inc.

market is fragmented and we compete with numerous companies such

as the NextGen division of Quality Systems,

Inc., eClinicalWorks, Allscripts Healthcare Solutions, Inc.

and Epic Systems Corporation.

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

We offer over 300,000 branded

products, through our distribution centers, to our customers.

We also market and sell our own corporate

brand portfolio of cost-effective, high-quality consumable merchandise products

and manufacture certain

dental specialty products in the areas of implants, orthodontics and endodontics.

We stock a comprehensive

selection of more than 300,000 branded products and Henry Schein

corporate brand products through our

main distribution centers.

We also market and sell our own corporate brand portfolio of cost-effective, high-

quality consumable merchandise products and manufacture certain

dental specialty products in the areas of

implants, orthodontics and endodontics.

Technology and other value-added products and services.

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

solutions through

We have technical representatives supporting customers using our practice management

technical representatives supporting customers using our practice management

solutions and services.

As of December 31, 2022, we had an active user base of approximately

practices and 380,000 consumers, including users of AxiUm, Dentally®, Dentrix

Ascend®, Dental

Vision®, Dentrix® Dental Systems, Dentrix® Enterprise, Easy Dental®, EndoVision®, Evolution® and

EXACT®, Gesden®, Jarvis Analytics™, Julie® Software, Oasis, OMSVision®, Orisline®, PBS Endo®,

PerioVision®, Power Practice® Px, PowerDent,

and Viive® and subscriptions for Demandforce®, Sesame,

and Lighthouse360® for dental practices and DentalPlans.com®

for dental patients;

and MicroMD® for

physician practices.

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

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

Vision®, Dentrix® Dental

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

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

PerioVision®, Power

Practice® Px, PowerDent,

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

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

Repair services.

We have over 130 equipment sales and service centers worldwide that provide a variety of

equipment sales and service centers worldwide that provide

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

Our technicians provide

installation and repair services for:

dental handpieces,

installation and repair services for dental handpieces,

dental and medical small equipment,

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real estate, non-recourse patient

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

generally lower than what our customers

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

lower than what our customers

would be able to secure independently.

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

Historically,

approximately 99% of items have been shipped without back-ordering and were

shipped on the same

business day the order is received.

Due to supply chain disruptions during the year ended December

2022, approximately 96% of items ordered were shipped without back-ordering.

As supply chains continue

to stabilize, we expect our percentage of items shipped without back-ordering and

shipped on the same day

to return to historical levels.

Comprehensive ordering process

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other value-added products

excluding Corporate TSA net sales

Corporate TSA net sales

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

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

Corporate TSA net sales 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.

Note-23 Related Party Transactions

Business Strategy

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Increase penetration of our existing customer base.

We have over 1 million customers worldwide and we

intend to increase sales to our existing customer base and enhance our position

as their primary supplier.

We believe our offering of a broad range of products, services and support, including software solutions

that can help drive improved workflow efficiency and patient communications for

practices, coupled with

our full-service value proposition, helps us to retain and grow our customer

We have over one million customers worldwide and

we intend to increase sales to our existing customer base and enhance

our position as their primary

We believe our offering of a broad range of products, services and support, including software

solutions that can help drive improved workflow efficiency and patient communications

for practices,

coupled with our full-service value proposition, helps us to retain and grow

our customer base.

Increase the number of customers we serve.

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In the dental business, we provide products and services to

practices, mid-market groups, and large DSOs as well as community health centers and government

practices, mid-market groups, and large DSOs as well as community health centers

and government sites of

Leveraging our broad array of assets and capabilities, we offer solutions to address these

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acute-care settings to physicians’

offices and home health settings,

a trend that we believe provides additional opportunities for us.

offices and home health settings, a trend that we believe provides additional opportunities

There also is the

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electronic claims processing, financial

services and continuing education, all designed to help maximize a practitioner’s efficiency.

services and continuing education, all designed to help maximize a practitioner’s

Additionally, we seek to expand our dental full-service model and medical offerings in countries where

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

Changes to applicable laws,

regulations and guidance described below, as well as related administrative or judicial interpretations, may require

us to update or revise our operations, services, marketing practices and

compliance programs and controls, and may

impose additional and unforeseen costs on us, pose new or previously immaterial

risks to us, or may otherwise have

a material adverse effect on our business.

Federal, state and certain foreign

governments have also increased enforcement activity in the health care

sector, particularly in areas of fraud and

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

medical device regulations and data privacy and

security standards.

Changes to applicable laws, regulations and guidance described below, as well as related administrative or judicial

interpretations, may require us to update or revise our operations, services,

marketing practices and compliance

programs and controls, and may impose additional and unforeseen costs

on us, pose new or previously immaterial

risks to us, or may otherwise have a material adverse effect on our business.

Certain of our businesses involve the distribution, manufacturing, importation,

exportation, marketing and sale of,

and/or third party payment for, pharmaceuticals and/or medical devices, and in this regard, we are subject

extensive local, state, federal and foreign governmental laws and regulations,

including as applicable to our

wholesale distribution of pharmaceuticals and medical devices, manufacturing

activities, and as part of our

specialty home medical supply business that distributes and sells medical equipment

and supplies directly to

Federal, state and certain foreign governments have also increased enforcement

activity in the health care

sector, particularly in areas of fraud and abuse, anti-bribery and corruption, controlled substances handling,

device regulations and data privacy and security standards.

exportation, marketing, sale and

promotion of pharmaceuticals and/or medical devices, and in this regard, we

are subject to extensive local, state,

federal and foreign governmental laws and regulations, including as applicable

to our wholesale distribution of

pharmaceuticals and medical devices, manufacturing activities, and as part of

our specialty home medical supply

businesses that distribute and sell medical equipment and supplies directly

Federal, state and certain

foreign governments have also increased enforcement activity in the health care

sector, particularly in areas of fraud

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

medical device regulations and data

privacy and security standards.

Certain of our businesses involve pharmaceuticals and/or medical devices,

including in vitro diagnostic devices,

that are paid for by third parties and must operate in compliance with a variety of

burdensome and complex coding,

billing and record-keeping requirements in order to substantiate claims for

payment under federal, state and

commercial healthcare reimbursement programs.

Government and private insurance programs fund a large portion of the total cost of medical care,

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and Education Reconciliation Act, each enacted in March 2010 (as amended,

In addition, activities to

control medical costs, including laws and regulations lowering reimbursement

rates for pharmaceuticals, medical

devices and/or medical treatments or services, are ongoing.

Many of these laws and regulations are subject to

change and their evolving implementation may impact our operations and our

financial performance.

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

local and foreign laws and regulations,

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

and disposal of hazardous or

potentially hazardous substances;

“forever chemicals” such as per-and

polyfluoroalkyl substances;

working conditions.

In addition, activities to control medical costs, including laws and regulations

reimbursement rates for pharmaceuticals, medical devices, medical supplies

and/or medical treatments or services,

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

released the 2024 durable medical

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

schedule, which, effective January 1,

2024, reduced the DMEPOS reimbursement rates for non-rural suppliers,

such as us, by removing the Coronavirus

Aid, Relief, and Economic Security (aka CARES) Act relief rates in effect during

the COVID-19 pandemic.

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

may impact our operations

and our financial performance.

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

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

(“DSCSA”), was first implemented in November 2014 and will be phased

in over a period of ten years.

intended to build a national electronic, interoperable system by November

27, 2023, that will identify and trace

certain prescription drugs as they are distributed in the United States.

The law’s track and trace requirements

applicable to manufacturers, wholesalers, third-party logistics providers (e.g.,

trading partners), repackagers and

dispensers (e.g., pharmacies) of prescription drugs took effect in January 2015, and

continues to be implemented.

The DSCSA product tracing requirements replace the former FDA drug pedigree

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

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

resulting in a national electronic, interoperable system to identify and trace

certain prescription drugs as they are

distributed in the United States that went into effect on November 27, 2023.

Those DSCSA requirements that were

scheduled to change on November 27, 2023, and include requiring trading partners

to provide, receive and maintain

documentation about products and ownership only “electronically”(and

not via paper) are now subject to a one-year

“stabilization period” announced by FDA through two guidance documents

in late August 2023.

FDA is permitting

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

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

systems, during which time the

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

electronic, package level

product tracing.

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

FDC Act with respect to drug product that is introduced in a transaction into

commerce by the product’s

manufacturer or repackager before November 27, 2024, and for subsequent transactions

of such product through the

product’s expiry.

FDA states this stabilization period is intended to avoid disruption

to the supply chain, and

ensure continued patient access to drug products as trading partners

move towards full implementation of the

enhanced drug security requirements.

The law’s track and trace requirements applicable to

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

repackagers and dispensers (e.g.,

pharmacies) of prescription drugs took effect in January 2015, and, as stated, continues

to be implemented.

DSCSA product tracing requirements replace the former FDA drug pedigree

requirements and pre-empt certain

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issues new regulations as directed by the DSCSA.

In addition, with respect to our specialty home medical supply

business, we are subject to certain state licensure laws (including state pharmacy

laws), and also certain

accreditation standards, including to qualify for reimbursement from

Medicare and other third-party payers.

FDA issued a proposed rule establishing wholesaler and 3PL

national standards for licensing and other requirements in February 2022,

but that rule has not yet been finalized.

In addition, with respect to our specialty home medical supply business, we

are subject to certain state licensure

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

including to qualify for

reimbursement from Medicare and other third-party payers.

The Food and Drug Administration Amendments Act of 2007 and

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regulations to implement a unique

device identification (“UDI”) system.

device identification (“UDI”) system for medical devices.

The UDI rule phased in the implementation of the UDI

generally beginning with the highest-risk devices (i.e., Class III medical devices)

and ending with the lowest-risk

regulations, generally beginning with the highest-risk devices (i.e., Class

III medical devices) and ending with the

lowest-risk devices.

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

a final set of requirements for low

risk devices being reached on September 24, 2022, which completed the

However, in May 2021, the

FDA issued an enforcement policy stating that it does not intend to

object to the use of legacy identification

numbers on device labels and packages for finished devices manufactured

and labeled prior to September 24, 2023.

The UDI regulations require “labelers” to include unique device identifiers

(“UDIs”), with a content and format

prescribed by the FDA and issued under a system operated by an FDA-accredited

issuing agency, on the labels and

packages of medical devices (including, but not limited to, certain software

that qualifies as a medical device under

FDA rules), and to directly mark certain devices with UDIs.

The UDI regulations also require labelers to submit

certain information concerning UDI-labeled devices to the FDA, much of which

information is publicly available

on an FDA database, the Global Unique Device Identification Database.

On July 22, 2022, the FDA posted the

final guidance regarding the Global Unique Device Identification Database

called Unique Device Identification

Policy Regarding Compliance Dates for Class I and Unclassified Devices, Direct

Marketing, and Global Unique

Device Identification Database Requirements for Certain Devices.

The UDI regulations and subsequent FDA

guidance regarding the UDI requirements provide for certain exceptions, alternatives

and time extensions.

example, the UDI regulations include a general exception for Class I devices

exempt from the Quality System

Regulation (other than record-keeping requirements and complaint files).

Regulated labelers include entities such

as device manufacturers, repackagers, reprocessors and relabelers that cause a

device’s label to be applied or

modified, with the intent that the device will be commercially distributed without

any subsequent replacement or

modification of the label and include certain of our businesses.

Under the Controlled Substances Act, as a distributor of controlled substances,

we are required to obtain and renew

annually registrations for our facilities from the United States Drug

Enforcement Administration (“DEA”)

a final set of

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

completed the phase in.

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

it does not intend to object to the use of legacy

identification numbers on device labels and packages for finished devices

manufactured and labeled prior to

September 24, 2023.

The UDI regulations require “labelers” to include unique device

identifiers (“UDIs”), with a

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

by an FDA-accredited issuing

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

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

The UDI regulations also

require labelers to submit certain information concerning UDI-labeled devices

to the FDA, much of which

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

Identification Database.

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

Identification Database called

Unique Device Identification Policy Regarding Compliance Dates for Class

I and Unclassified Devices, Direct

Marketing, and Global Unique Device Identification Database Requirements

for Certain Devices.

regulations and subsequent FDA guidance regarding the UDI requirements provide

for certain exceptions,

alternatives and time extensions.

For example, the UDI regulations include a general exception

for Class I devices

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

requirements and complaint files).

Regulated labelers include entities such as device manufacturers, repackagers,

reprocessors and relabelers that

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

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

of our businesses.

As a distributor of controlled substances, we are required,

under the Controlled Substances Act, to obtain and renew

annually registrations for our facilities from the United States Drug Enforcement

Administration (“DEA”)

permitting us to handle controlled substances.

We are also subject to other statutory and regulatory requirements

are also subject to other statutory and regulatory requirements

relating to the storage, sale, marketing, handling, reporting, record-keeping

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In addition, Section 301 of the National Organ Transplant Act, and a number of comparable state laws, impose civil

and/or criminal penalties for the transfer of certain human tissue (for example,

human bone products) for valuable

consideration, while generally permitting payments for the reasonable costs

incurred in procuring, processing,

storing and distributing that tissue.

and/or criminal penalties for the transfer of human organs, as defined in the regulations, for valuable

consideration,

while generally permitting payments for the reasonable costs incurred

in their procurement, processing, storage and

distribution.

are also subject to foreign government regulation of such products.

DEA, the FDA and state regulatory authorities have broad inspection and enforcement

powers, including the ability

to suspend or limit the distribution of products by our distribution centers,

seize or order the recall of products and

impose significant criminal, civil and administrative sanctions for violations of

these laws and regulations.

regulations subject us to similar foreign enforcement powers.

The DEA, the FDA and state

regulatory authorities have broad inspection and enforcement powers, including

the ability to suspend or limit the

distribution of products by our distribution centers, seize or order the

recall of products and impose significant

criminal, civil and administrative sanctions for violations of these laws and regulations.

Foreign regulations subject

us to similar foreign enforcement powers.

EU Regulation of Medicinal and Dental Products

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surveillance.

Medical devices that have

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

amending Regulations (EU) 2017/745 and

(EU) 2017/746 as regards the transitional provisions for certain medical devices and in vitro diagnostic medical

has, notably, extended the EU MDR transitional periods applicable to certain medical devices that have

been assessed and/or certified under the Directive No.

concerning medical devices

(“EU Medical Device Directive”) may for the moment continue to be placed

on the market until 2024 (or until the

expiry of their certificates, if applicable and earlier).

However, on January 6, 2023, the EU Commission submitted a

proposed amendment to extend the MDR transitional periods until December

31, 2027 for higher risk devices and

December 31, 2028, for other medical devices to ensure continued access

to medical devices for patients and to

allow medical devices already placed on the market in accordance with

the current legal framework to remain on

We continue to monitor developments and whether the proposed amendment and new deadlines will be

approved by the European Parliament and Council.

Nevertheless, EU MDR

requirements regarding the distribution,

marketing and sale including quality systems and post-market surveillance

have to be observed by manufacturers,

importers and distributors as of the application date (i.e., since May 26, 2021).

Medical Device Directive”).

Subject to certain conditions, medical devices that (i) obtained a certificate

EU Medical Device Directive from May 25, 2017, (ii) which was still valid

on May 26, 2021, and (iii) has not been

subsequently withdrawn may, for the moment, continue to be placed on the market or put into service until

December 31, 2027 for higher risk devices or December 31, 2028 for

medium and lower risk devices.

Nevertheless,

EU MDR requirements regarding the distribution, marketing and sale

including quality systems and post-market

surveillance have to be observed by manufacturers, importers and distributors

as of the application date (i.e., since

May 26, 2021).

Other EU regulations that may apply under appropriate circumstances

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EU Regulation No.

1272/2008 of 16 December 2008 on classification, labelling

and packaging of substances and

mixtures, which sets various obligations with respect to the labelling and

packaging of concerned substances and

1272/2008 of 16 December 2008

on classification, labelling and packaging of substances and

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

to the labelling and packaging of

concerned substances and mixtures.

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

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reimbursement programs.

these businesses was suspended in October 2021 by CMS from receiving

payments from Medicare, although it was

permitted to continue to perform and bill for Medicare services.

On September 30, 2022, CMS terminated the

suspension of Medicare payments.

As a result of the termination of the suspension, we recognized

$4 million of

previously deferred revenue during the year ended December 31, 2022.

Certain of our businesses also maintain contracts with governmental agencies

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as the federal Physician Self-Referral Law, commonly known as the “Stark Law,” prohibit physicians and other

health professionals from referring a patient to an entity with which the

physician (or family member) has a

health care professionals from referring a patient to an entity with which

the physician (or family member) has a

financial relationship, for the furnishing of certain designated health services

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

that impact the individual and corporate

tax rates, international tax provisions, income tax add-back provisions

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

income tax add-back provisions and

deductions, also effectively repealed the ACA’s

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

In the most recent ACA litigation, the federal Fifth Circuit Court of Appeals

found the individual mandate to be

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

the individual mandate to be

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

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

These changes are time-limited, with

These changes were time-limited, with

some enhancements in place for 2021 only and others available through

the end of 2022.

An ACA provision, generally referred to as the Physician Payment Sunshine

An ACA provision, generally referred to as the Physician Payments Sunshine

Act or Open Payments Program (the

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clinical nurse specialists, certified

registered nurse anesthetists, and certified nurse midwives), and for such manufacturers

and distributors and for

registered nurse anesthetists, and certified nurse midwives), and for such

manufacturers and distributors and for

group purchasing organizations, with regard to certain ownership interests held by covered

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reporting entity.

The Centers for Medicare and Medicaid Services (“CMS”) publishes information

reports on a publicly available website, including amounts transferred and physician,

dentist, teaching hospital, and

non-physician practitioner identities.

The Sunshine Act pre-empts similar state reporting laws, although we

subsidiaries may be required to report under certain state transparency laws that

address circumstances not covered

by the Sunshine Act, and some of these state laws, as well as the federal

law, can be unclear.

are also subject to

foreign regulations requiring transparency of certain interactions between

suppliers and their customers.

CMS publishes information from these reports on a publicly available website,

including amounts

transferred and physician, dentist, teaching hospital, and non-physician practitioner

The Sunshine Act

pre-empts similar state reporting laws, although we or our subsidiaries may

be required to report under certain state

transparency laws that address circumstances not covered by the Sunshine

Act, and some of these state laws, as

well as the federal law, can be unclear.

are also subject to foreign regulations requiring transparency of

interactions between suppliers and their customers.

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

price transparency may also affect our

For example, hospitals are currently required to publish online a

list of their standard charges for all items

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

their standard charges for all items

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

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

provide advance notice of certain price increases and to report information

relating to those price increases, while

others have taken legislative or administrative action to establish prescription

drug affordability boards or multi-

payer purchasing pools to reduce the cost of prescription drugs.

At the federal level, several related bills have been

introduced and regulations proposed which, if enacted or finalized,

respectively, would impact drug pricing and

related costs.

(including relabelers and repackagers) to provide advance notice of certain

price increases and to report information

relating to those price increases, while others have taken legislative or administrative

action to establish

prescription drug affordability boards or multi-payer purchasing pools to reduce the cost of

prescription drugs.

the federal level, section 1927 of the Social Security Act sets forth Average Sales Price (ASP) reporting

requirements for manufacturers (including repackagers and relabelers) and

requires that manufacturers provide

CMS with pricing information for their Part B-covered drugs no later

than 30 days after the close of the previous

Also at the federal level, several related bills have been introduced and

regulations proposed which, if

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

As a result of political, economic and regulatory influences, the health care distribution

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health insurance systems.

EU law does not expressly include provisions like those of the Sunshine Act

in the United States, but a growing

EU law does not expressly include provisions like those of the Sunshine Act in

the United States, but a growing

number of EU member states (such as France in 2011 and Italy in 2022) have enacted laws to increase

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to exclude certain software from

FDA regulation, including clinical decision

support software that meets certain criteria.

FDA regulation, including clinical decision support software that meets certain

On September 27, 2019,

the FDA issued a suite of guidance documents on digital health products, which

incorporated applicable Cures Act

standards, including regarding the types of clinical decision support tools and other

software that are exempt from

regulation by the FDA as medical devices, and continues to issue new guidance

in this area.

Certain of our

businesses involve the development and sale of software and related products

to support physician and dental

practice management, and it is possible that the FDA or foreign government

authorities could determine that one or

more of our products is a medical device, which could subject us or one

or more of our businesses to substantial

additional requirements

with respect to these products.

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

on existing software policies.

Concurrently, FDA issued a draft guidance describing FDA’s

approach to clinical decision support software.

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

to the draft guidance and that provided a

more restrictive interpretation of exempt clinical decision support software.

Certain of our businesses involve the

development and sale of software and related products to support physician

and dental practice management, and it

is possible that the FDA or foreign government authorities could determine

that one or more of our products is a

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

substantial additional requirements with

respect to these products.

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

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

and Marketing Act, the Telephone Consumer Protection Act of 1991, Section 5 of the Federal Trade Commission

Act, the California Privacy Act (“CCPA”), and the California Privacy Rights Act (“CPRA”) that became effective

on January 1, 2023.

Additionally, Virginia,

Colorado, Connecticut and Utah recently passed comprehensive

privacy legislation, and several privacy bills have been proposed both at

the federal and state level that may result

in additional legal requirements that impact our business.

Laws and regulations relating to privacy and data

protection are continually evolving and subject to potentially differing interpretations.

These requirements may not

be harmonized, may be interpreted and applied in a manner that is inconsistent

from one jurisdiction to another or

may conflict with other rules or our practices.

Our businesses’ failure to comply with these laws and regulations

could expose us to breach of contract claims, substantial fines, penalties and

other liabilities and expenses, costs for

remediation and harm to our reputation.

Also, evolving laws and regulations in this area could restrict the

our customers to obtain, use or disseminate patient information, or could

require us to incur significant additional

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

could have a material adverse effect on

our operations.

and Marketing Act (“CAN-SPAM”), the Telephone

Consumer Protection Act of 1991 (“TCPA”), Section 5 of the

Federal Trade Commission Act (“FTC Act”), the California Privacy Act (“CCPA”), and the California Privacy

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

Several other states have also passed

comprehensive privacy legislation, and several privacy bills have been proposed

both at the federal and state level

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

Laws and regulations relating to privacy

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

These requirements

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

is inconsistent from one jurisdiction to

another or may conflict with other rules or our practices.

Our businesses’ failure to comply with these laws and

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

penalties and other liabilities and

expenses, costs for remediation and harm to our reputation.

Also, evolving laws and regulations in this area could

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

information, or could require us to incur

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

which could have a

material adverse effect on our operations.

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

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

the right to object to the processing.

data and the right to object to the processing.

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

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and it also specifies

that the law shall also apply to personal information activities carried out

outside China but for the purpose of

that the law shall also apply to personal information activities carried

out outside China but for the purpose of

providing products or services to PRC citizens.

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condition or results of operations.

The PIPL carries maximum penalties of CNY50 million or 5% of the

The PIPL carries maximum penalties of CNY50 million or 5%

of the annual

revenue of entities that process personal data.

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

effective January 1, 2020.

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

regarding the collection, use and disclosure of certain personal information

of California residents.

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

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

uncertainty about how the CCPA will be

interpreted by the courts and enforced by the regulators.

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

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

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

significant resources, and harm our

Furthermore, California voters approved the CPRA on November 3,

2020, which amends and expands

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

creating a new state agency, the California Privacy Protection Agency, to enforce the CCPA

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

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

The CCPA generally requires

companies, such as us, to institute additional protections regarding

the collection, use and disclosure of certain

personal information of California residents.

Compliance with the obligations imposed by the CCPA depends in

part on how particular regulators interpret and apply them.

Regulations were released in August of 2020, but there

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

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

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

negatively impact our reputation, require

us to expend significant resources, and harm our business.

Furthermore, California voters approved the CPRA on

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

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

Agency, to enforce the CCPA

and the CPRA.

CPRA came into effect on January 1, 2023, applying to information collected by

businesses on or after January 1,

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

considered the adoption of similarly expansive

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

Virginia and Colorado were both

successful in passing privacy legislation in 2021, becoming effective on January

1, 2023 and July 1, 2023,

respectively.

In 2022, privacy legislation passed in Connecticut, effective July 1, 2023, and

Utah, effective

December 31, 2023.

While we believe we have substantially compliant programs

and controls in place to comply

with the GDPR, CCPA, PIPL, CPRA and state law requirements, our compliance with data privacy and

cybersecurity laws is likely to impose additional costs on us, and we cannot

predict whether the interpretations of

the requirements, or changes in our practices in response to new requirements

or interpretations of the

requirements, could have a material adverse effect on our business.

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

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

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

considered the adoption of

similarly expansive personal privacy laws, backed by significant

civil penalties for non-compliance.

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

with the GDPR, CCPA, PIPL,

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

cybersecurity laws is likely to

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

interpretations of the requirements, or changes in

our practices in response to new requirements or interpretations of the

requirements, could have a material adverse

effect on our business.

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

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or the perceived or actual

failure by us or our customers

who use our products or services to comply with applicable legal or

contractual data

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

with applicable legal or contractual data

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

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federal initiatives involve the adoption and use by health care

providers of certain electronic health care

records systems and processes.

providers of certain EHR systems and

The initiatives include, among others, programs that incentivize

physicians and

dentists, through MIPS, to use EHR technology in accordance with certain

evolving requirements, including

regarding quality, promoting interoperability, cost and improvement activities.

Qualification for the MIPS

incentive payments requires the use of EHRs that are certified as having certain

capabilities designated in evolving

standards adopted by CMS and the Office of the National Coordinator for Health

Information Technology of HHS

Certain of our businesses involve the manufacture and sale of such

certified EHR systems and other

products linked to government supported incentive programs.

In order to maintain certification of our EHR

products, we must satisfy these changing governmental standards.

If any of our EHR systems do not meet these

standards, yet have been relied upon by health care providers to receive

federal incentive payments, we may be

exposed to risk, such as under federal health care fraud and abuse laws,

including the False Claims Act.

physicians and dentists, through MIPS,

to use EHR technology in accordance with certain evolving requirements,

including regarding quality, promoting

interoperability, cost and improvement activities.

Qualification for the MIPS incentive payments requires the use

of EHRs that are certified as having certain capabilities designated

in evolving standards adopted by CMS and the

Office of the National Coordinator for Health Information Technology of HHS (“ONC”).

Certain of our businesses

involve the manufacture and sale of such certified EHR systems and other products

linked to government supported

incentive programs.

In order to maintain certification of our EHR products, we

must satisfy these changing

governmental standards.

If any of our EHR systems do not meet these standards,

yet have been relied upon by

health care providers to receive federal incentive payments, we may be exposed

to risk, such as under federal health

care fraud and abuse laws, including the False Claims Act.

Additionally, effective September 1, 2023, the Office of

the Inspector General (“OIG”) for HHS issued a final rule implementing

civil money penalties for information

blocking as established by the Cures Act.

OIG incorporated regulations published by ONC as the basis for

enforcing information blocking penalties.

Each information blocking violation carries up to a $1 million penalty.

Moreover, in order to satisfy our customers, and comply with evolving legal requirements, our products

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alternatives.

We believe that our tradition of reliable service, our name recognition and large customer base built

believe that our tradition of reliable service, our name recognition

and large customer base built

on solid customer relationships, position us well to participate in

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the importation and exportation of products.

We also are subject to certain laws and regulations concerning the

also are subject to certain laws and regulations concerning the

conduct of our foreign operations, including the U.S.

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Employees and Human Capital

Environment, Social and Governance

Henry Schein has remained steadfastly committed over our nine-decade history

to the core philosophy that our

purpose-driven mission of "doing good" for our stakeholders is inextricably

linked to our Company "doing well" in

business through our stakeholder engagement model “our Mosaic of Success”.

We balance the needs of our five

key stakeholders – Team Schein Members (TSMs), our Customers, our Suppliers, our Stockholders, and Society –

to continue to drive our sustainability and ESG efforts to foster a healthier planet and healthier

by the Nominating and Governance Committee of our Board of Directors with the

Compensation Committee also

playing a role in ESG matters related to human capital engagement and executive

compensation, key 2022

sustainability and ESG highlights included:

With the backdrop of the ongoing COVID-19 pandemic and the humanitarian crises in Ukraine and other

regions, we continued our efforts to drive an overall culture of wellness and engagement

for our TSMs as

we navigated a new hybrid work environment and ensure supply chain resiliency

to support our customers

and our communities.

Henry Schein was named Chair of the Private Sector Roundtable

on Global Health

Security, and continued its work across sectors to support the creation of market intelligence platforms that

enable the appropriate sharing of real-time supply chain data, including through

the WHO's Pandemic

Supply Chain Network and various national efforts, including the U.S.

Control Tower.

(i) Publishing our annual Corporate Social Responsibility and Sustainability

Report according to the Global

Reporting Initiative and Sustainability Accounting Standards Board reporting

standards and issuing our

first Taskforce for Climate-related Financial Disclosures report;

(ii) committing to announcing our carbon

reduction goal by the end of 2023;

(iii) continued initiatives and programs

to advance health equity efforts

to promote access to care for underserved and underrepresented communities,

investing in diversity for

greater health equity in partnership with health care professionals, and

increasing awareness of health

equity needs globally;

(iv) announced the top line findings of our pay equity

analysis across the U.S., which

reviews compensation across gender and ethnic groups;

(v) expanding our

Diversity and Inclusion (“D&I”)

learning journey, such as by educating global directors and vice presidents on more advanced topics of D&I

including privilege and equity, as well as offering education to all global TSMs below director level on the

importance of D&I;

and (vi) continuing to drive a culture of wellness for our

TSMs by fostering an

environment where they can feel engaged, included and psychologically

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

our five key stakeholders – our

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

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

success while also creating

shared value for society.

Through our strong values-based culture, our sustainability

approach and environmental,

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

business so that

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

Overseen by the Nominating and

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

Committee also playing a role

in ESG matters related to human capital engagement and executive

compensation, some key 2023 highlights related

to human capital matters include:

continuing to evaluate our pay equity analysis for the majority of

workforce, which reviews

compensation across gender and ethnic groups for equity and fairness;

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

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

fostering an environment

where they can feel engaged, included and psychologically safe.

At Henry Schein, our employees are our greatest asset.

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relations with our employees are excellent.

We refer to our employees as Team

Schein Members, or “TSMs.” Our TSMs are the cornerstone

of the Company.

We have a strong values-based culture that cultivates a meaningful employee experience that is centered around

We know our business success is built on the engagement and commitment of our team, which is dedicated

to meeting the needs of their fellow TSMs, our customers, supplier partners,

stockholders and society.

this commitment, our highlights in 2022 included:

Nurturing a connected community for a happier, more engaged, collaborative work environment.

continue to adapt to the new way of working for our TSMs by listening

to their needs.

With TSMs working

remotely, hybrid and in-person, our goal is to continue to create a collaborative community where every

TSM feels connected to our culture.

Through various virtual and in-person programming from our

Employee Resource Groups, Wellness Committee and Team Schein Engagement team, we continue to

bring TSMs together in a meaningful way through virtual education sessions

and networking events.

help create a sense of connection and belonging amongst the team, we

launched “TSM Experience Panels,”

which feature TSMs who share their authentic experiences and offer advice and

best practices on specific

We offer a variety of opportunities to volunteer for team-building and engaging in their local

communities in which they live and work such as through the We Care Global Challenge, Back to School,

and Holiday Cheer.

In addition, they can “help health happen” by participating in key programs and

initiatives (e.g., Gives Kids A Smile, Healthy Lifestyles, Healthy Communities

and Release the Pressure)

that partner with industry associations, customers, and suppliers to support

access to quality health care for

underserved and underrepresented communities.

We continue to evaluate the engagement of our team

through various listening mechanisms including roundtables, hosted

by our CEO and Executive

Management Committee (“EMC”), and various surveys, including The

Pulse, our global culture survey that

evaluates TSM engagement globally with results reviewed by senior leaders,

reported to the Board of

Directors (“BOD”).

Throughout 2022, we held 10 solutions-focused roundtables

hosted by our EMC

members with over 100 TSMs to dive in deeper and influence our

strategy on programs and processes

designed to further enhance our culture.

Driving a culture of wellness for our team members and society.

In 2020, we launched a Mental Wellness

Committee with a mission to drive a culture of wellness and empower

every TSM to be their best self,

mentally, emotionally and physically.

The Committee provides resources, guidance and support,

works across our businesses to establish enhanced workplace norms to

help improve and safeguard our

TSMs’ wellness.

We actively engage leadership, including our CEO, EMC, BOD and TSMs alike in

conversations around the importance of wellness in the workplace.

In 2022, we rolled-out an EMC video

series that focused on being more intentional in the way we work across

our business.

workplace norms focused on meeting and technology etiquette, successful

calendaring, establishing and

communicating reasonable expectations and prioritization, the importance

of taking and respecting time

off, and the importance of making time for social connection.

In addition to expanding

education on key

mental health topics in partnership with our employee assistance vendor, we also rolled-out manager-

specific education to provide tips on how to identify signs of burnout

and have conversations around

wellness with their teams.

With the rise of suicide rates around the world, the Wellness Committee held

seminars for the team on suicide prevention and hosted in-person community walks

that resulted in

donations to local suicide prevention organizations globally.

Being committed to enhancing our D&I initiatives.

We believe a diverse workforce fosters innovation and

cultivates an environment filled with unique perspectives.

As a result, D&I helps us meet the needs of

customers around the world and provide our TSMs an inclusive environment

where they feel they belong.

We measure our success in D&I through, among other things, our global culture survey, where results in

2021 showed D&I is our top strength out of 14 focus areas.

To guide our efforts and education related to

D&I, our Diversity and Inclusion Council, with engagement from our

BOD and EMC, drives the

Our TSMs are the cornerstone of the Company.

We provide a connected and caring community that invests in the

career journey of our TSMs and encourages their contribution to

our mission of making the world healthier.

TSM experience strategy is centered around our Team Schein Values,

or the guiding principles and shared

responsibilities of Henry Schein and its TSMs.

We know our business success is built on the engagement and

commitment of our team, which is dedicated to meeting the needs of their

fellow TSMs, our customers, supplier

partners, stockholders and society.

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

connected to our values-based culture.

Throughout 2023, we rolled out a continuous listening program

various vehicles, including The Pulse Global Culture Survey and TSM

roundtables, to garner feedback from our

TSMs on their employee experience.

The Pulse Global Culture Survey was redesigned in 2023 to measure

aligned to our Team Schein Values

- and we received good or excellent scores in all values.

The feedback showed

us that TSMs overall enjoy working for the Company and intend

to stay, mainly driven by our values-based culture

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

and an overall positive work environment.

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

more opportunities for career mobility.

This feedback is shared with our Executive Management Committee

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

As part of this commitment, some

highlights in 2023 included:

Provide opportunities for TSMs to have fun while contributing to an inclusive team

that respects

and supports one another.

Continued focus on creating a diverse and inclusive environment where TSMs

feel a sense of

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

top strength identified in The

Pulse Global Culture Survey.

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

Inclusion Council, with engagement from our Board and Executive

Management Committee, drives the

Company’s overall D&I strategy.

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

We continue to expand our D&I learning journey, educating global Directors and Vice

Presidents on key D&I topics including leading inclusively, bias and equity.

We also continue to educate

our global TSMs on the importance of D&I.

Additionally, we promote engagement by utilizing our

Employee Resource Groups (“ERGs”), which we continue to expand,

as an inclusive and diverse vehicle

for all TSMs to share, connect, learn and develop both personally

and professionally.

Each of our ERGs

has a sponsor from our Executive Management Committee and our BOD

and our CEO engages directly in

educational training, and in 2023 we cascaded this goal down

We continue to

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

We understand the importance

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

and continue to focus

on this through our talent planning, compensation and recruitment processes

in alignment with our

corporate strategic planning objectives to achieve concrete results.

We continue to publish our United

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

data for the U.S.

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

at various locations that

brought TSMs together through friendly competition by earning

points for their team by engaging in

cultural-related activities and posting photos.

Launched Community Circles, which brought TSMs across the Company

together to connect about

topics, hobbies and activities that they are passionate about.

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

were designed to boost

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

activities at least once

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

inclusive and diverse vehicle for all

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

Each of our ERGs has a

sponsor from our Executive Management Committee and our Board.

Our CEO engages directly in

many of our ERG programs.

While inclusion continues to remain a top priority, we also understand the

importance of ensuring our internal team reflects the diversity of our customers

In addition to

our current gender parity by 2030 goal, we announced a new goal in 2022 with

an enhanced focus on

increasing the diversity of all underrepresented groups in senior leadership

levels through our talent

planning, compensation and recruitment processes, in alignment with

our corporate strategic planning

objectives to achieve concrete results.

We continue to disclose additional diversity data, with frequent

reporting to the EMC and BOD.

In 2022, we published our United States Equal Employment Opportunity

Commission (“EEOC”) EEO-1 data for the U.S.

for the first time.

We continue to enhance our recruiting

strategy by developing and investing in strategic hires who complement

our D&I mission.

We believe that

these efforts will serve as a critical steppingstone as we continue to strengthen our

D&I initiatives in an

effort to meet the evolving needs of our customers, supplier partners, TSMs, stockholders

Understanding that growth, recognition and purpose are key pillars to TSM fulfillment.

professional development of our TSMs is important to us.

As such, we invest in our employees by

providing both formal and informal learning opportunities that are

focused on growing and enhancing

knowledge, skills and abilities.

TSMs globally are offered a broad suite of professional development

training programs targeted to specific learning opportunities based on their current

and potential future role

within the Company.

We also offer over 50 organizational and development training courses designed to

aid in the overall development and advancement of skills and competencies

to enable organizational

Executive education, mentorship and coaching programs also

form an important part of our

development and career support initiatives.

Additionally, we continued to see an increase in participation

in our Organizational Development initiatives in 2022 with our TSMs reporting

a high utilization of skills

Talent planning efforts are also an integral part of our commitment to ensure a strong diverse

leadership pipeline across the organization.

Through a formal global process, we strategically identify and

develop talent through targeted development opportunities and intentional succession

continuously identify potential management successors as part

of our succession planning process.

Information derived from talent planning efforts informs curriculum design and

content to help focus on the

right capabilities and help ensure alignment of career development

efforts with the future needs of the

organization.

Our BOD is provided with periodic updates regarding our

talent and succession planning

efforts and participates in professional development activities with our TSMs.

We know recognition and

purpose are also key pillars to TSM engagement, so we continue to find

ways to recognize our TSMs

through our annual performance review process, and various recognition

opportunities including our Teddy

Philson Team Schein Award,

which highlights TSMs who exemplify our Team Schein Values.

we continue to focus on ensuring every TSM understands the importance

in the role they play within the

organization, how they contribute to a larger purpose of creating a healthier world, as well as

provide opportunities for TSMs to engage in meaningful ways

that connect back to their own personal

purpose, such as helping the community through CSR activities.

Launched an enhanced Onboarding Program that provides TSMs with

strategic programming to help

ensure a successful start to their careers at Henry Schein.

To help ensure TSMs who are joining the

Company in a remote or hybrid working environment feel connected to

our values-based culture, we

launched a Culture Ambassador Program, which provides new hires with

a mentor for 90 days to walk

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

Build a world we want to live in by supporting each other and

the communities in which we live and

Continued to offer a variety of opportunities to volunteer for team-building and engaging

communities in which TSMs live and work, such as through Carry the Load,

the We Care Global

Challenge, Back to School and Holiday Cheer.

Launched a new quarterly campaign to provide opportunities for TSMs

to engage in meaningful

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

the community through

corporate social responsibility activities virtually or in-person.

Enhanced our strategic partnerships with industry associations, customers

and suppliers that

support access to quality health care through various key programs and

initiatives (e.g., Gives Kids

A Smile, Alpha Omega-Henry Schein Cares Holocaust Survivors Oral

Health Program and Release

the Pressure).

Expanded our Steps for Suicide Prevention campaign, which brings TSMs

together to walk for a

cause and provide education.

We also understand the importance of driving a culture of wellness for our own team members

through our Mental Wellness Committee, which is supported by our CEO, Executive Management

Committee and Board.

In 2023, we rolled out a ‘Year of Wellness’

campaign that provided

monthly tips, videos and educational programming to TSMs that focused

on how they may be

feeling that month.

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

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

the new way of

Provide opportunities for TSMs to develop personally and professionally with an emphasis on

embodying our values to achieve our collective goals with excellence

and integrity.

Continued investment in our employees by providing both formal and

informal learning

opportunities focused on growing and enhancing knowledge, skills and abilities

broad suite of professional development training programs for current and

future roles.

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

reporting a high

utilization of skills learned.

Continued expansion of our formal mentorship and coaching programs.

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

pipeline across the organization by strategically identifying and developing talent

targeted development opportunities and intentional succession plans.

Information derived from

talent planning efforts informs curriculum design and content to help focus on the

capabilities and help ensure alignment of career development efforts with the future

the organization.

Our Board is provided with periodic updates regarding our talent

succession planning efforts and participates in professional development activities

Enhanced company-wide recognitions, including our Teddy Philson Team Schein Award,

which was redesigned in 2023 to provide more visibility and

meaningful recognition to TSMs

who exemplify our Team Schein Values,

as well as other programs including service awards

which highlight TSMs who exemplify our Team Schein Values.

Available Information

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as soon as reasonably practicable after such

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

and Exchange Commission, or

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

Securities and Exchange Commission, or

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

1 unchanged sentence

telephone number is (631) 843-5500.

Unless the context specifically requires otherwise, the terms the

Unless the context specifically requires otherwise, the terms

the “Company,”

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

5 unchanged sentences

Vice Chairman, President, Director

Chief Executive Officer, Strategic Business Group

Chief Executive Officer, North America Distribution Group

3 unchanged sentences

Executive Vice President, Chief Strategic Officer, Director

Senior Vice President, Chief Financial Officer

Walter Siegel

Senior Vice President and Chief Legal Officer

Senior Vice President, Chief Financial Officer

has been our Chairman and Chief Executive Officer since 1989 and a director

12 unchanged sentences

Corporate Controller.

has been our Chief Executive Officer, Strategic Business Group since 2021.

Brous joined us in

2002 and has held many positions within the organization, including President, Strategic Business

Units Group and

Asia Pacific & Brazil Dental, leading and managing the Corporate Business

Development Group and the

International Healthcare Group (managing our International Animal Health business,

International Medical

business and Australia / New Zealand Dental business).

has been our Chief Executive Officer, North American Distribution Group since 2021.

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of Fame by Repertoire Magazine.

has been our Executive Vice President and Chief Operating Officer since July 2022.

his current position, Mr.

has been our Executive Vice President and Chief Operating Officer since 2022.

current position, Mr.

Ettinger served as Senior Vice President, Corporate & Legal Affairs, Chief of Staff and

Secretary from 2015 to July 2022, Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to

Secretary from 2015 to 2022, Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to 2015,

Corporate Senior Vice President, General Counsel & Secretary from 2006 to 2013, Vice President, General

22 unchanged sentences

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

Walter Siegel

has been our Senior Vice President and Chief Legal Officer since 2021.

Previously, Mr.

our Senior Vice President and General Counsel from 2013 until 2021.

Prior to joining us, Mr.

Siegel was employed

with Standard Microsystems Corporation, a publicly traded global

semiconductor company from 2005 to 2012,

holding positions of increasing responsibility, most recently as Senior Vice President, General Counsel and

has been our Senior Vice President

and Chief Financial Officer (and principal financial officer

and principal accounting officer) since April 2022.

and principal accounting officer) since 2022.

Prior to holding his current position, Mr.

South was our

Corporate Finance and Chief Accounting Officer from 2013 until April 2022.

Prior to joining us in 2008 as our

Vice President, Corporate Finance, Mr.

South was our Vice

President Corporate Finance, and Chief Accounting Officer from 2013 until 2022.

Prior to joining us in 2008 as

our Vice President, Corporate Finance, Mr.

South held leadership roles at Bristol-Myers Squibb, where he served as

7 unchanged sentences

South is a certified public accountant.

Walter Siegel

has been our Senior Vice President and Chief Legal Officer since 2021.

Previously, Mr.

our Senior Vice President and General Counsel from 2013 until 2021.

Prior to joining us, Mr.

Siegel was employed

with Standard Microsystems Corporation, a publicly traded global semiconductor

company from 2005 to 2012,

holding positions of increasing responsibility, most recently as Senior Vice President, General Counsel and

Other Executive Management

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Senior Vice President and Chief Technology Officer

Michael Racioppi

Senior Vice President, Chief Merchandising Officer

René Willi, Ph.D.

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Prior to joining Henry

Benowitz held various positions with increasing responsibilities

Benowitz held various positions of increasing responsibility

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

3 unchanged sentences

Clark held various positions of

increasing responsibilities at

increasing responsibility at

James Mullins

11 unchanged sentences

joining us, Mr.

Pendergast was the employed by VSP Global from 2008 to 2018, most recently as the Chief

Pendergast was employed by VSP Global from 2008 to 2018, most recently as the Chief

Technology Officer and Chief Information Officer.

4 unchanged sentences

and Rohm and Haas from 1994 to 1998.

Michael Racioppi

has been our Senior Vice President, Chief Merchandising Officer since 2008.

Prior to holding

his current position, Mr.

Racioppi was President of the Medical Division from 2000 to 2008 and Interim President

from 1999 to 2000, and Corporate Vice President from 1994 to 2008, with primary responsibility for the Medical

Group, Marketing and Merchandising departments.

Racioppi served as Senior Director, Corporate

Merchandising from 1992 to 1994.

Before joining us in 1992, Mr.

Racioppi was employed by Ketchum

Distributors, Inc.

as the Vice President of Purchasing and Marketing.

He currently serves on the board of National

Distribution and Contracting and previously served on the board of Health

Distribution Management Association

and Health Industry Distributors Association (HIDA).

René Willi, Ph.D.

10 unchanged sentences

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

What changed 10-K

Item 1. Business