What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-21 · 453 added, 372 removed, 278 unchanged (75% of the section changed)

8 unchanged sentences

as amended (the “Exchange Act”).

this evaluation, our management, including our principal executive officer and principal

financial officer,

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 30,

6 unchanged sentences

within the time periods specified in the

SEC’s rules and forms.

SEC’s rules and forms, and the rules of the Nasdaq stock exchange.

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.

During the quarter ended December 30, 2023, we acquired a 90% voting

equity interest in Shield, a supplier of

homecare medical products headquartered in California.

The full integration of this acquisition, as well as our

previously reported acquisitions of S.I.N and Biotech Dental, extended

beyond year-end and, therefore, we

excluded Shield, Biotech Dental, and S.I.N., which together represent

less than 1.5% of our total net sales, from our

annual assessment of internal control over financial reporting as of December

30, 2023, as permitted by SEC staff

interpretive guidance for newly acquired businesses.

Post-acquisition integration related activities for other dental and

medical businesses acquired during 2023 across

the U.S., Europe, Brazil, Australia, and China were included in

our annual assessment of internal control over

financial reporting as of December 30, 2023.

These acquisitions, the majority of which utilize separate information

and financial accounting systems, have been included in our consolidated financial

statements since their respective

dates of acquisition.

Finally, we continued systems implementation activities in the U.S.

for two of our dental businesses.

The combination of acquisitions (including Shield, S.I.N., and Biotech

Dental), continued acquisition integrations

and systems implementation activities undertaken during the quarter

and carried over from prior quarters when

considered in the aggregate, represents a material change in our

internal control over financial reporting.

During the quarter, all acquisitions, continued acquisition integrations and systems implementation activities

involve necessary and appropriate change-management controls

that are considered in our quarterly assessment of

changes in our internal control over financial reporting.

In October 2023, we experienced a cybersecurity incident that primarily

affected the operations of our North

American and European dental and medical distribution businesses.

Once we became aware of the issue, as part of

the Company’s incident response plan, we took precautionary actions to contain the incident including shutting

down connectivity to networks and key business, operating and financial

accounting systems globally.

to notifying affected and potentially affected third parties and all relevant law enforcement

authorities, we engaged

external cyber-security experts to support our assessment of the cyber-incident’s impact as well as sanitize, rebuild

and restore our affected systems and applications.

We also notified law enforcement and our employees,

customers, suppliers and investors, informing them of both the incident and

management’s efforts to mitigate its

impact on our daily operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we determined that the threat actor obtained personal and sensitive

information maintained on our systems belonging to certain third parties and

since that date we have notified

affected parties and potentially affected parties as appropriate.

The scope of personal and sensitive data impacted is

still under investigation.

On November 22, 2023, we experienced a related disruption to our

ecommerce platform and related applications,

which has since been remediated.

In order to mitigate the impact of this disruption on our systems and on our

ability to service customers, alternative

procedures and controls were temporarily implemented.

Report on Internal Control over Financial Reporting

3 unchanged sentences

Our internal control system is designed to provide

reasonable assurance to our management and Board of Directors regarding the preparation

and fair presentation of

published financial statements.

Under the supervision and with the participation of our

management, including our

principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting based on the framework

in Internal Control-Integrated Framework (2013),

updated and reissued by the Committee of Sponsoring Organizations, or the COSO

evaluation under the COSO Framework, our management concluded that our

internal control over financial

reporting was effective at a reasonable assurance level as of December 31, 2022.

reasonable assurance to our management and Board 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 30, 2023.

The effectiveness of our internal control over financial reporting as of December 30,

2023, has been independently

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

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

The evaluation of internal controls involves judgment.

Our external auditor has concluded that the

Company has a material weakness resulting from the aggregation of certain

control deficiencies at the application

control level related to logical and user access management and segregation of

The Company agrees that

there are control deficiencies that our external auditor has identified, all of which

either have been addressed or are

being addressed.

The Company’s management has considered the control deficiencies identified by our

auditor, and believes that, individually and in aggregate, they do not result in a material weakness.

weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

there is a reasonable possibility that a material misstatement of the

company’s financial statements will not be

prevented or detected on a timely basis.

Limitations of the Effectiveness of Internal Control

3 unchanged sentences

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

system, no evaluation of controls can provide absolute assurance that

all control issues, if any, within a company

have been detected.

8 unchanged sentences

financial reporting as

31, 2022, based on criteria established in Internal Control

– Integrated Framework (2013) (the “COSO criteria”).

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.

consolidated statements

income, comprehensive

income, stockholders’

ended December

related notes

report dated February 21, 2023

expressed as an unqualified opinion thereon.

30, 2023, based on

criteria established in Internal Control

– Integrated Framework (2013) issued

by the Committee

of Sponsoring Organizations of the Treadway Commission (the

“COSO criteria”).

In our opinion, the Company did

not maintain,

material respects,

effective internal

financial reporting

based on the COSO criteria.

corrective actions taken by the Company after the date of management’s assessment.

comprehensive

stockholders’ equity,

(collectively

expressed an unqualified opinion thereon.

Basis for Opinion

6 unchanged sentences

reporting and

assessment of

effectiveness

internal control

over financial

reporting, included

accompanying,

“Item 9A, Management’s

1 unchanged sentence

Control over Financial Reporting”.

responsibility is to

responsibility is to express

opinion on the

9 unchanged sentences

understanding

evaluating the

operating effectiveness

control based

also included

performing such

other procedures

considered necessary

effectiveness

audit also included performing

such other procedures as we

considered necessary in the

circumstances.

our audit provides a reasonable basis for our opinion.

that our audit provides a reasonable basis for our opinion.

a deficiency,

combination of

deficiencies, in

internal control

over financial

following material weakness

been identified as

a material weakness

in management’s

material weakness in

internal control over

financial reporting is

related to logical

and user access

management and

2023 consolidated

financial statements,

February 28, 2024, on those consolidated financial statements.

As indicated in

the accompanying “Item

9A, Management’s

Report on Internal

Control over Financial

management’s assessment of and conclusion on the effectiveness of internal control

over financial reporting did not

comprehensive

stockholders’

Biotech Dental,

together represent

ended December

Management did not assess the effectiveness of internal control over financial reporting of Shield Healthcare,

internal control

over financial

an evaluation

internal control

over financial

Shield Healthcare,

Implant System, or Biotech Dental.

Definition and Limitations of Internal Control over Financial Reporting

20 unchanged sentences

policies or procedures may deteriorate.

/s/ BDO USA, LLP

/s/ BDO USA, P.C.

February 28, 2024

16 unchanged sentences

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.

may recommend nominees to our Board since

our last disclosure of such procedures, which appeared in our definitive

2023 Proxy Statement filed pursuant to

Regulation 14A on April 11, 2023.

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

1934 is hereby incorporated by reference to the Section entitled

“Delinquent Section 16(a) Reports” in our

definitive 2024 Proxy Statement to be filed pursuant to Regulation 14A,

16 unchanged sentences

“Compensation Committee

Interlocks and Insider Participation” in our definitive 2023 Proxy

Statement to be filed pursuant to Regulation 14A.

Interlocks and Insider Participation” in our definitive 2024 Proxy Statement

to be filed pursuant to Regulation 14A.

Security Ownership of Certain Beneficial Owners and Management

4 unchanged sentences

financial statements.

The following table summarizes information relating to these plans as of December

The following table summarizes information relating to these plans as

of December 30, 2023:

Number of Common

34 unchanged sentences

See exhibits listed under Item 15(b) below.

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

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

and Shareholder

Representative Services LLC.

(Incorporated by reference to Exhibit 2.1 to our

Current Report on Form 8-K filed on April 23, 2018 (film no.

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

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

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.

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.)

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.)

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.)

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.)

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

Fourth Amended and Restated By-Laws of Henry Schein, Inc., effective March 23, 2023.

(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on

March 24, 2023.)

Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of

October 20, 2021, by and among us, Metropolitan Life Insurance Company, MetLife

Investment Management, LLC and each MetLife affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on

October 21, 2021.)

Third Amended and Restated Master Note Facility, dated as of October 20, 2021, by and

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

(Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed

on June 1, 2018.)

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

on October 21, 2021.)

Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October

20, 2021, by and among us, PGIM, Inc.

and each Prudential affiliate which becomes party

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

on May 17, 2021.)

Third Amended and Restated Multicurrency Master Note Purchase Agreement,

dated as of October 20, 2021, by and among us, Metropolitan Life Insurance

Company, MetLife Investment Management, LLC and each MetLife affiliate

which becomes party thereto.

(Incorporated by reference to Exhibit 4.4 to our

Current Report on Form 8-K filed on October 21, 2021.)

Third Amended and Restated Master Note Facility, dated as of October 20, 2021,

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

becomes party thereto.

(Incorporated by reference to Exhibit 4.3 to our Current

Report on Form 8-K filed on October 21, 2021.)

Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of

October 20, 2021, by and among us, PGIM, Inc.

and each Prudential affiliate which

becomes party thereto.

(Incorporated by reference to Exhibit 4.2 to our Current

Report on Form 8-K filed on October 21, 2021.)

Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and

among us, AIG Asset Management (U.S.), LLC and each AIG affiliate which

becomes party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current

Report on Form 8-K filed on October 21, 2021.)

on October 21, 2021.)

Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,

AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on

October 21, 2021.)

Description of Securities.

(Incorporated by reference to Exhibit 4.5 to our Annual

Report on Form 10-K for the fiscal year ended December 25, 2021 filed on

February 15, 2022.)

(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.)

Henry Schein, Inc.

2013 Stock Incentive Plan, as amended and restated effective as

of May 14, 2013.

(Incorporated by reference to Exhibit 10.2 to our Current Report

on Form 8-K filed on May 16, 2013.)**

Form of 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.)**

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,

2013 Stock Incentive Plan, as amended and restated effective as of May

(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K

filed on May 16, 2013.)**

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

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.)**

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.)**

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

2020 Stock Incentive Plan, as amended and restated effective as of May

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

on March 8, 2021.)**

Form of 2021 Special Pandemic Recognition Award Restricted Stock Unit

Agreement for time-based restricted stock unit awards pursuant to the Henry

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,

Form of 2022 Restricted Stock Unit Agreement for time-based restricted stock unit

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K

filed on May 26, 2020.)**

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

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

(Incorporated by

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

Form of 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.)**

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).

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

Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan.

(Incorporated by

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

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

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

pursuant to the Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan (as

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

(Incorporated by reference to Exhibit

1 unchanged sentence

filed on May 8, 2018.)**

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.)**

Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan.

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

for the fiscal quarter ended June 27, 2015 filed on July 29, 2015.)**

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

awards pursuant to the Henry Schein, Inc.

2015 Non-Employee Director Stock

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

(Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q

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

2023 Non-Employee Director Stock Incentive Plan, as

restated effective as of May 23, 2023.

(Incorporated by reference

to Exhibit 10.1 to our

Current Report on Form 8-K filed on May 25, 2023

Henry Schein, Inc.

1 unchanged sentence

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.)**

(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

Amendment Number One to the Henry Schein, Inc.

Supplemental Executive

Retirement Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for

the fiscal year ended December 28, 2020 filed on February 20, 2020.)**

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28,

2019 filed on February 20, 2020.)**

Amendment Number Two to the Henry Schein, Inc.

Supplemental Executive

Retirement Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q

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

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28,

2020 filed on May 5, 2020.)**

Amendment Number Three to the Henry Schein, Inc.

Supplemental Executive

Retirement Plan, amended and restated effective as of January 1, 2014.

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

for the fiscal quarter ended September 26, 2020 filed on November 2, 2020.)**

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September

26, 2020 filed on November 2, 2020.)**

Amendment Number Four to the 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 Current Report on Form 8-K filed on December 18, 2023.)**

Henry Schein, Inc.

2004 Employee Stock Purchase Plan, effective as of May 25, 2004.

(Incorporated by reference to Exhibit D to our definitive 2004 Proxy

Statement on Schedule 14A, filed on April 27, 2004.)**

(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on

Schedule 14A, filed on April 27, 2004.)**

Henry Schein, Inc.

Non-Employee Director Deferred Compensation Plan, amended

and restated effective as of January 1, 2005.

(Incorporated by reference to Exhibit

10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,

2008 filed on February 24, 2009.)**

2023 Non-Employee Director Stock Incentive Plan, amended and

restated effective as of May 23, 2023.

(Incorporated by reference to Exhibit 10.1 to our

Current Report on Form 8-K filed on May 25, 2023.)**

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.)**

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.)**

Amendment Number Two to the Henry Schein, Inc.

Deferred Compensation

(Incorporated by reference to Exhibit 10.20 to our Annual Report on Form

10-K for the fiscal year ended December 28, 2013 filed on February 11, 2014.)**

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.)**

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.)**

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.)**

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.)**

Deferred Compensation Plan, as amended and restated effective as of

November 14, 2023.

(Incorporated by reference to Exhibit 10.1 to our Current Report on

Form 8-K filed on November 16, 2023.)**

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.)**

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

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.)**

Amended and Restated Employment Agreement dated as of November 28, 2022,

by and between Henry Schein, Inc.

(Incorporated by reference to Exhibit 10.7 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)**

Amended and Restated Employment Agreement dated as of November 28, 2022, by and

between Henry Schein, Inc.

and Stanley M.

(Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November

(Incorporated by reference to

Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2022.)**

Letter Agreement dated November 11, 2021 between Henry Schein, Inc.

and Brad Connett

(Incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2022 filed on February 21, 2023.)**

Agreement dated November 11, 2021 between Henry Schein, Inc.

and Brad Connett

(Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2022 filed on February 21, 2023.)**

Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc.

and Brad Connett

(Incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2022 filed on February 21, 2023.)**

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

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.)**

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.)**

Form of Change in Control Agreement between us and certain executive officers

who are a party thereto (Walter Siegel).

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

Ettinger, and Mark Mlotek, respectively).

(Incorporated by reference to Exhibit

to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019

filed on May 7, 2019.)

10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008

filed on February 24, 2009.)**

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

January 1, 2012 between us and certain executive officers who are a party thereto (James

Breslawski, Michael S.

Ettinger, and Mark Mlotek, respectively).

(Incorporated by

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

Form of Change in Control Agreement between us and certain executive officers who are a

party thereto (Walter Siegel).

(Incorporated by reference to Exhibit 10.3 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)

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.

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.)**

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,

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.)**

Form of Indemnification Agreement between us and certain directors and executive

officers who are a party thereto (Mohamed Ali, Deborah Derby, Joseph L.

officers who are a party thereto (Mohamed Ali, Deborah Derby, Carole T.

Faig, Joseph L.

Herring, Kurt P.

Kuehn, Philip A.

4 unchanged sentences

Sheares, Ph.D., Reed V.

Tuckson, M.D.,

FACP, Stanley M.

Tuckson, M.D., FACP,

Bergman, James P.

Breslawski, David Brous, Brad Connett,

Ettinger, Lorelei McGlynn, Mark E.

Mlotek, Walter Siegel and Ronald

Breslawski, 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.)**

Amended and Restated Revolving Credit Agreement, dated as of August 20, 2021,

(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.)**

Second Amended and Restated Revolving Credit Agreement, dated as of July 11, 2023,

among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as

administrative agent.

(Incorporated by reference to Exhibit 10.1 to our Current

Report on Form 8-K filed on August 23, 2021.)

Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as

servicer, HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent

and the various purchaser groups from time to time party thereto.

administrative agent, U.S.

Bank National Association, as syndication agent, and TD Bank,

N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING

and HSBC Bank USA, N.A., as co-documentation agents.

(Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 19,

reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 13, 2023.)

Term Loan Credit Agreement, dated as of July 11, 2023, among us, the several lenders

parties thereto, JPMorgan Chase Bank, N.A., as administrative agent,

Bank National Association, as syndication agent, and TD Bank, N.A.,

Bank of America, N.A.

and UniCredit Bank, A.G., as co-documentation agents.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K

filed on July 13, 2023.)

Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as

servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent and the

various purchaser groups from time to time party thereto.

(Incorporated by reference to

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

Amendment No.

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

Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,

as seller, The Bank of Tokyo -Mitsubishi UFJ, LTD., New York Branch, as agent

and the various purchaser groups from time to time party thereto.

(Incorporated by

reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September

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

The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various

purchaser groups from time to time party thereto.

(Incorporated by reference to Exhibit

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

Amendment No.

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

dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,

Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as

agent and the various purchaser groups party thereto.

(Incorporated by reference to

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

June 25, 2016 filed on August 4, 2016.)

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

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

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

Amendment No.

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

dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,

Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as

agent and the various purchaser groups party thereto.

(Incorporated by reference to

Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 25, 2016 filed on August 4, 2016.)

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

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

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.2 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

Amendment No.

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

dated as of April 17, 2013, by and among us, as performance guarantor, HSFR,

Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, as

agent and the various purchaser groups party thereto.

(Incorporated by reference to

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

September 30, 2017 filed on November 6, 2017.)

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

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

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November

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

5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as

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

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto.

(Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)

Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of

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

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

(Incorporated by

reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 27, 2020 filed on August 4, 2020.)

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,

(Incorporated by reference to Exhibit 10.7 to our Quarterly Report on

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

Amendment No.

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

Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,

as seller, lender, as agent and the various purchaser groups from time to time party

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form

8-K filed on June 25, 2020.)

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

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

agent and the various purchaser groups from time to time party thereto.

(Incorporated by

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

Amendment No.

7 dated as of October 20, 2021 to Receivables Purchase

Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc.,

as seller, lender, as agent and the various purchaser groups from time to time party

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form

8-K filed on October 21, 2021.)

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.)

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

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.

(Incorporated by

reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended

December 31, 2022 filed on February 21, 2023.)

Omnibus Amendment No.

1, dated July 22, 2013, to Receivables Purchase

Agreement dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as

seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent, and the various

purchaser groups from time to time party thereto and Receivables Sales Agreement,

dated as of April 17, 2013, by and among us, certain of our wholly-owned

subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to Exhibit 10.5

to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013

filed on August 6, 2013.)

1, dated July 22, 2013, to Receivables Purchase Agreement

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

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

time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and

among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as

(Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)

Omnibus Amendment No.

2, dated April 21, 2014, to Receivables Purchase

Agreement dated as of April 17, 2013, as amended, by and among us, as servicer,

HSFR, Inc., as seller, The Bank of Tokyo -Mitsubishi UFJ, Ltd., as agent, and the

various purchaser groups from time to time party thereto and Receivables Sales

Agreement, dated as of April 17, 2013, by and among us, certain of our wholly-

owned subsidiaries and HSFR, Inc., as buyer.

(Incorporated by reference to Exhibit

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

2014 filed on May 6, 2014.)

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

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

(Incorporated by

reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 19,

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

(Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)

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

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

(Incorporated by reference to

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

List of our Subsidiaries.+

Consent of BDO USA, LLP.+

Certification of our Chief Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.+

Certification of our Chief Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.+

Certification of our Chief Executive Officer and Chief Financial Officer pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002.+

Inline XBRL Instance Document - the instance document does not

appear in the Interactive Data File because its XBRL tags are embedded

within the Inline XBRL document.+

Consent of BDO USA, P.C.+

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

Act of 2002.+

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

Act of 2002.+

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

Section 906 of the Sarbanes-Oxley Act of 2002.+

Henry Schein, Inc.

Dodd-Frank Clawback Policy, effective as of December 1, 2023.**+

Limited Waiver dated November 10, 2023 to the 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.+

Limited Waiver dated November 10, 2023 to the 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.+

Limited Waiver dated November 10, 2023 to the 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.+

Limited Waiver dated November 10, 2023 to the Third Amended and Restated

Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,

and each Prudential affiliate which becomes party thereto.+

Limited Waiver dated as of November 10, 2023 to the Receivables Purchase Agreement,

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

agent and the various purchaser groups from time to time party thereto, as amended.+

Limited Waiver dated as of November 10, 2023 to the Second Amended and Restated

Revolving Credit Agreement, dated as of July11, 2023, among us, the several lenders from

time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and

the other parties from time to time party thereto.+

Limited Waiver dated as of November 10, 2023 to the Term Loan Credit Agreement, dated

as of July 11, 2023, among us, the several lenders from time to time party thereto,

JPMorgan Chase Bank, N.A., as administrative agent, and the other parties from time to

time party thereto.+

Amendment No.

9 dated as of December 20, 2023 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.+

Amendment No.

10 dated as of February 23, 2024 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.+

Inline XBRL Instance Document - the instance document does not appear

Interactive Data File because its XBRL tags are embedded within the Inline

Inline XBRL Taxonomy Extension Schema Document+

3 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document+

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

for the year ended December 31, 2022, formatted in Inline XBRL

(included within Exhibit 101 attachments).+

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

December 30, 2023, formatted in Inline XBRL (included within Exhibit 101

attachments).+

Filed or furnished herewith.

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

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

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.

# 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.

Form 10-K Summary

22 unchanged sentences

February 28, 2024

Executive Vice President,

Chief Strategic Officer and

February 28, 2024

4 unchanged sentences

Deborah Derby

/s/ CAROLE T.

February 28, 2024

/s/ JOSEPH L.

18 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 9A. Controls and Procedures