What changed in this filing

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Item 1. Business

2025-02-25 compared with 2024-02-28 · 1048 added, 879 removed, 891 unchanged (68% of the section changed)

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better clinical care.

With more than 91 years of experience distributing health care products, we have built a vast set of small,

and large customers in the dental and medical markets, serving more than one million

With 93 years of experience distributing health care products, we have built a vast base of small, mid-sized

large customers in the dental and medical markets, serving more than one million

customers worldwide across

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We are headquartered in Melville, New York

and employ more than 25,000 people.

Approximately 55% of our

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.

Our broad global footprint has evolved over time through our

organic success as well as through contribution from strategic acquisitions.

and employ approximately 25,000 people.

Approximately 49% of

our workforce is based in the United States and 51% outside of the United States.

Our operations or affiliates are

located in 33 countries and territories.

Our broad global footprint has evolved over time through

organic growth as

well as through the contribution from our strategic acquisitions.

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

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Our infrastructure, including over 5.4 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’

We conduct our business through two reportable segments:

(i) health care distribution and (ii) technology and

value-added services.

These segments offer different products and services to the same customer base.

businesses serve office-based dental practitioners, dental laboratories, schools, government

institutions.

Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,

medical technicians, dialysis centers, home health, federal and state governments

and large enterprises, such as

group practices and integrated delivery networks, among other providers

across a wide range of specialties.

The health care distribution reportable segment, combining our global dental

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

The technology and value-added services reportable segment provides

software, technology and other value-added

services to health care practitioners.

Henry Schein One, the largest contributor of sales to this category, offers

dental practice management solutions for dental and medical practitioners.

In addition, we offer dentists and

physicians a broad suite of electronic health records, patient communication

services including electronic marketing

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.

in 36 strategically located distribution centers and 0.5 million square

feet of space in 15 manufacturing facilities

around the world, enables us to historically provide rapid and accurate order

fulfillment, better serve our customers

and increase our operating efficiency.

This infrastructure, together with broad product and service offerings

competitive prices, and a strong commitment to customer service, enables

us to be a single source of supply for our

customers’ needs, which we believe is a competitive advantage.

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our reportable segments to align

with how the Chairman and Chief Executive Officer manages the business, assesses

performance and allocates

Our revised reportable segments consist of:

(i) Global Distribution

-Added Services;

Global Specialty Products;

and (iii) Global Technology.

Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of

national brand and corporate brand merchandise, as well as equipment and related

technical services.

also includes value-added services such as financial services, continuing

education services, consulting and other

This segment also markets and sells under our own corporate brand,

a portfolio of cost-effective, high-

quality consumable merchandise.

Global Specialty Products includes manufacturing, marketing

and sales of dental

implant and biomaterial products;

and endodontic, orthodontic and orthopedic

products and other health care-

related products and services.

Global Technology includes development and distribution of practice management

software, e-services, and other products, which are distributed to health

care providers.

Recent Developments

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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

The industry ranges from sole practitioners working out of

relatively small offices to mid-sized and large

group practices ranging in size from a few practitioners to several

hundred practices owned or operated by dental

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

systems or integrated

delivery networks.

Index to Financial Statements

The distribution and value-added services industry, as it relates to office-based health care practitioners, is

fragmented and diverse.

The industry ranges from sole practitioners working out

of relatively small offices to mid-

sized and large group practices ranging in size from a few practitioners to several

hundred practices owned or

operated by dental support organizations (“DSOs”), medical group purchasing organizations

(“GPOs”), health

maintenance organizations (“HMOs”), hospital systems or integrated delivery networks (“IDNs”).

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

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purchased from more than one distributor, with one generally serving as the primary supplier.

The health care distribution industry continues to experience growth due

to demand driven by the aging population,

increased health care awareness and the importance of preventative care,

The distribution and value-added services industry should benefit from

favorable long-term macro trends that

should help stimulate patient traffic and demand for products and services.

This includes an aging population,

increased health care awareness and the importance of preventive care,

an increasing understanding of the

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of providing a broad array of products and services at low prices.

It also has accelerated the growth of health

maintenance organizations (“HMOs”), group practices, other managed care accounts

and collective buying groups,

which, in addition to their emphasis on obtaining products at competitive

prices, tend to favor distributors capable

of providing specialized management information support.

It also has accelerated the growth of HMOs,

group practices, other managed care accounts and collective buying

groups such as DSOs and GPOs, which, in

addition to their emphasis on obtaining products at competitive prices,

tend to favor distributors capable of

providing specialized management information support.

We believe that the trend towards cost containment has

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efficiency and facilitation of practice management.

Index to Financial Statements

The distribution and manufacture of health care supplies and equipment is

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value-added products and services.

In the dental market, our primary competitors in the U.S.

are the Patterson

Dental division of Patterson Companies, Inc.

In the dental distribution market, our primary competitors in the U.S.

Patterson Dental division of Patterson Companies, Inc.

and Benco Dental Supply

In addition, we compete against

a number of other distributors that operate on a national, regional and

Our primary competitors in the

medical market, which accounts for the large majority of our global medical

sales, are McKesson Corporation

and Medline Industries, Inc., which are national distributors.

We also compete with a number of regional and local

medical distributors, as well as a number of manufacturers that

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 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

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.

In addition, we

compete against a number of other distributors that operate on a national,

regional and local level.

competitors in the U.S.

medical distribution market, which accounts

for the large majority of our global medical

sales, are McKesson Corporation and Medline Industries, Inc., which are national

distributors.

We also compete

with a number of regional and local medical distributors, as well as a number

of manufacturers that sell directly to

physicians and patients in their homes.

Outside of the U.S., we believe we are the only global distributor of supplies

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several large competitors, including the

GACD Group, Proclinic SA, Lifco AB, Planmeca Oy and Billericay Dental

Ltd., as well as a large

number of other dental and medical product distributors and manufacturers

in international countries and territories

GACD Group, Proclinic SA, Lifco AB, Nuent Group AB, Planmeca Oy and Billericay

Dental Supply Co.

well as a large number of other dental and medical product distributors and

manufacturers in international countries

and territories we serve.

Within Global Specialty Products,

our primary competitors include Straumann, Envista, Zimvie,

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

Patterson Companies, Inc., Carestream Dental LLC, Centaur Software Development

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

LLC, Good Methods Global Inc.

CareStack), Curve Dental, LLC., the NextGen division of Quality Systems,

Inc., eClinicalWorks and Epic Systems

In other software end markets, including revenue cycle

management, patient relationship management

and patient demand generation, we compete with companies such as Vyne Medical, Weave Communications, Inc.,

and Solutionreach, Inc.

Many of these competitors connect to our software platforms

through our API program.

Manufacturing and Raw Materials

We manufacture certain of our products for our specialty businesses (oral surgery solutions including dental

implants, endodontics, and orthopedics) at our 15 company manufacturing

We also outsource certain

manufacturing to third parties.

We purchase our raw materials from various third-party suppliers.

supplier is material;

however, raw materials may be sourced from a single supplier or a limited number

for reasons of quality assurance, regulatory requirements, cost, and availability.

We believe that we have a readily available supply of raw materials and components sourced from various

suppliers, for our significant products.

We may experience shortages of raw materials or purchased components.

In recent periods, we have experienced

increased costs and shortages of purchased components, which

had a negative impact on our profit margins and on

our sales for certain product categories, due to our inability to fully satisfy

Index to Financial Statements

Competitive Strengths

We have more than 91 years of experience in distributing products to health care practitioners resulting in strong

awareness of the Henry Schein

We have 93 years of experience in distributing products to health care practitioners resulting in strong awareness of

the Henry Schein

Our competitive strengths include:

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customers that are driven by our understanding of the end markets we

serve and reflect the technology-driven

serve and that reflect the technology-driven

products and services best suited for their practice needs.

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customers beyond a sale and deliver services and solutions to specialized

Cost-effective purchasing

We believe that cost-effective purchasing is a key element to maintaining and enhancing

our position as a competitively priced provider of health care products.

We continuously evaluate our purchase

requirements and suppliers’ offerings and prices in order to obtain products at the

lowest possible cost.

our top 10 Global Distribution and Value-Added Services suppliers and our single largest supplier accounted for

approximately 25% and 4%, respectively, of our aggregate purchases.

Efficient distribution

We distribute our products from our 36 strategically located distribution centers.

to maintain optimal inventory levels in order to satisfy customer demand

for prompt delivery and complete order

These inventory levels are managed on a daily basis with

the aid of our management information

Once an order is entered, it is electronically transmitted to the distribution

center nearest the customer’s

location for order fulfillment.

Index to Financial Statements

Broad product and service offerings at competitive prices.

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customers, at competitive prices, in the following categories:

Consumable supplies and equipment

Global Distribution and Value-Added Services

Consumable merchandise and equipment.

We distribute consumable products, small equipment, laboratory

products, large equipment, equipment repair services, branded and generic pharmaceuticals,

vaccines, dental

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

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.

We sell practice management, business

analytics, patient engagement and patient demand creation software solutions

to our dental customers.

practice management solutions provide practitioners with electronic

medical records, patient treatment

history, analytics, billing, accounts receivable analyses and management, appointment calendars, electronic

claims processing and word processing programs, network and hardware

services, e-commerce and

electronic marketing services, sourcing third party patient payment plans,

transition services and training

and education programs for practitioners.

We also sell medical software for practice management, certified

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

technical representatives supporting customers using our practice management

solutions and services.

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.

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

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.

Home health business.

We distribute homecare medical products, including incontinence, urology, ostomy,

enteral nutrition, advanced wound, and diabetes supplies, as well as

continuous glucose monitoring devices.

These products are delivered directly to patients in their homes, providing

convenience and accessibility

while supporting patient care and adherence to treatment plans.

-added products and services.

We offer a broad range of value-added solutions, including continuing

education programs for practitioners, and consulting services.

Our suite of technology-driven tools and

expert advisory services helps health care professionals enhance practice efficiency and improve

Repair services.

equipment sales and service centers worldwide that provide

We have 129 equipment sales and service centers worldwide that provide a variety of

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

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sterilizers and large dental equipment.

Financial services.

Financial service

We offer our customers solutions in operating their practices more efficiently by

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brokerage services.

Global Specialty Products

Dental implants and digital solutions.

We develop, manufacture, market and distribute a broad portfolio of

dental implants, prosthetic components, instruments and digital workflow

solutions for implant-based tooth

restorations.

With research and development and manufacturing facilities in the United States,

Switzerland, Germany, Brazil and France, we serve customers with various global and regional implant

brands across a wide range of price segments.

Supported by our specialized sales force, we market our

products and solutions in approximately 90 countries, directly to dental practices

and surgical specialists

via our sales subsidiaries and our network of international third-party and

Henry Schein distribution

Biomaterials.

We market and distribute a broad portfolio of biomaterials for dental tissue

regeneration.

The product portfolio primarily consists of a broad range of

privately branded allograft,

xenograft, and synthetic biomaterials.

Our dedicated biomaterial specialists support our direct implant

sales force and Henry Schein oral surgery-focused distribution channels.

Orthodontics.

We develop, manufacture, and distribute a comprehensive range of orthodontic products,

including brackets, braces, aligners, and accessories.

In collaboration with leading clinicians, our research

and development teams drive innovation to enhance patient care.

With manufacturing facilities in the

Index to Financial Statements

Unted States, Mexico, and France, we serve dental practices in over

70 countries through our specialized

sales force, international partners, and the Henry Schein distribution

We develop, manufacture, market and distribute a complete portfolio of endodontic products

across multiple brands catering to both endodontic specialists and general

practitioners.

This includes

stainless steel and NiTi shaping files, irrigation solutions, endodontic power equipment, sealers,

repair materials.

Leveraging our research and development and manufacturing facilities

in the United

States, Switzerland, and Brazil we focus on delivering meaningful

innovation to help advance endodontic

care, provide advanced training and education through a network of training

centers and digital services,

and serve our customers through multiple brands and multiple channels

addressing all segments of the

By investing in dedicated endo-specific competencies and resources

to support our different sales

channels, we are successfully marketing our products and brands

in over 90 countries.

We develop, manufacture and distribute innovative implants and instruments that are

designed to treat injuries, diseases and disorders of the limbs, joints

and related tissues in the upper and

lower extremities.

We also provide surgical accessories, including blades, burs, drills, a variety of pins and

wires to support orthopedic surgical procedures, and a portfolio of specialized instruments

simplify implant removal and preserve patient bone-stock during

revision arthroplasty procedures.

employ an extensive global network of independent sales agencies

and direct sales specialists, and we

partner closely with IDNs and GPOs.

The majority of our revenue is generated in the United States market,

with the remaining revenue coming from Canada and countries in Latin America,

Europe and Asia Pacific

We also source or manufacture other medical and dental health care products and services that are

sold to customers, including handpiece and small equipment, rotary, hand instruments, and repair services,

restoratives and preventives, as well as certain other health care-related

consumable merchandise products

and services.

Global Technology

We sell practice management, business analytics, patient engagement and patient demand creation software

solutions to our dental customers.

Our practice management solutions provide practitioners with electronic

medical records, patient treatment history, analytics, billing, accounts receivable analyses and management,

appointment calendars, electronic claims processing and word processing

programs, network and hardware

services, e-commerce and electronic marketing services, e-Prescribe medications

and prescription

solutions, sourcing third party patient payment plans, and transition services

and training and education

programs for practitioners.

We have technical representatives supporting customers using our practice

management solutions and services.

As of December 28, 2024, we had an active user base of approximately 100,000

practices and 321,000

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

DentalVision®, Dentrix® Dental

Systems, EXACT®, Gesden®, Jarvis Analytics®, Julie® Software, Oasis,

Officite™, OrisLine®, PBS

Endo®, Power Practice® Px and subscriptions for Demandforce®,

Sesame, and Lighthouse 360® for

dental practices and DentalPlans.com® for dental patients.

Commitment to superior customer service

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commerce solutions, telephone, fax, e-mail and mail.

Index to Financial Statements

Integrated management information systems

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operational statistics.

Cost-effective purchasing

We believe that cost-effective purchasing is a key element to maintaining and enhancing

our position as a competitively priced provider of health care products.

We continuously evaluate our purchase

requirements and suppliers’ offerings and prices in order to obtain products at the

lowest possible cost.

our top 10 health care distribution suppliers and our single largest supplier accounted for approximately

4%, respectively, of our aggregate purchases.

Efficient distribution

We distribute our products from our 36 strategically located distribution centers.

to maintain optimal inventory levels in order to satisfy customer demand

for prompt delivery and complete order

These inventory levels are managed on a daily basis with

the aid of our management information

Once an order is entered, it is electronically transmitted to the distribution

center nearest the customer’s

location for order fulfillment.

Products and Services

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by principal categories of products and

services offered through our health care distribution and technology and value-added services

reportable segments:

Health care distribution:

Dental products

Medical products

health care distribution

and value-added services:

Software and related products and

other value-added products

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

gypsum, acrylics, articulators, abrasives, dental chairs, delivery units and lights, X-ray supplies and equipment, PPE products,

equipment repair and high-tech and digital restoration equipment.

services offered through our Global Distribution and Value-Added Services,

Global Specialty Products, and Global

Technology reportable segments:

Global Distribution and Value

-Added Services:

Dental merchandise

Dental equipment

-added services

Global Distribution and Value

-Added Services:

Global Specialty Products

Global Technology

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

implants, gypsum, acrylics, articulators, abrasives, PPE products,

and our own corporate brand of consumable merchandise.

Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and

high-tech and digital restoration equipment.

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

Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray

products, equipment, PPE products and vitamins.

Consists of practice management software and other value-added products, which are distributed primarily to health care providers,

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

Includes manufacturing, marketing and sales of dental implant and biomaterial products;

and endodontic, orthodontic and

orthopedic products and other health care-related products and services.

Consists of practice management software, e-services, and other products, which are distributed to health care providers.

Index to Financial Statements

Business Strategy

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One Schein to broaden and deepen relationships with our customers

Drive digital transformation for our customers and for Henry Schein

Digital transformation for our customers and for Henry Schein

for our stakeholders

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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.

or secure 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

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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traditional office, such as urgent care clinics, retail, occupational health and home health settings.

settings of health care shift, we remain committed to serving these practitioners

and providing them with

the products and services they need.

health care settings shift, we remain committed to serving these practitioners

and providing them with the

products and services they need.

Leverage our value-added products and services.

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product lines utilizing a consultative selling process.

In the dental business, we have significant cross-

selling opportunities between our dental software users and our dental customers.

In the medical business,

we have opportunities to expand our vaccine, injectables and other pharmaceuticals

sales to health care

practitioners, as well as cross-selling EHR systems and software

when we sell our core products.

strategy extends to providing health systems, integrated delivery networks

and other large group and multi-

site health care organizations, including physician clinics, these same value added

products and services.

As physicians and health systems closely align, we have increased

access to opportunities for cross-

marketing and selling our product and service portfolios.

We have significant cross-selling opportunities

between our dental software users and our dental customers, and opportunities

to expand our vaccine,

injectables and other pharmaceuticals sales to health care practitioners, as

well as cross-selling EHR

systems and software when we sell our core products.

Our strategy extends to providing health systems,

integrated delivery networks and other large group and multi-site health care organizations,

physician clinics, these same value-added products and services.

As physicians and health systems closely

align, we have increased access to opportunities for cross-marketing

and selling our product and service

Pursue strategic acquisitions and joint ventures.

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According to the U.S.

Census Bureau’s International Database, between 2023 and 2033, the 45 and

older population is expected to grow by approximately 11%.

Between 2023 and 2043, this age group is expected to

grow by approximately 21%.

Census Bureau’s International Database, between 2024 and 2034, the

population of people aged 45 and older is expected to grow by approximately

Between 2024 and 2044, this

age group is expected to grow by approximately 18%.

This compares with expected total U.S.

population growth

rates of approximately 6%

between 2023 and 2033 and approximately 11% between 2023 and 2043.

rates of approximately 4% between 2024 and 2034 and approximately 6%

between 2024 and 2044.

Index to Financial Statements

In the dental industry, there is predicted to be a rise in oral health care expenditures as the 45-and-older segment of

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non-compliance we seek to remedy them and bring the affected area back into compliance.

President Biden’s

administration (the “Biden Administration”) has indicated that it will be

more aggressive in its pursuit of alleged

violations of law, and has revoked certain guidance that would have limited governmental use of informal agency

guidance to pursue potential violations, and has stated that it is more prepared

to pursue individuals for corporate

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

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

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

our specialty home medical supply

our specialty home medical supplies

businesses that distribute and sell medical equipment and supplies directly

Federal, state and certain

Index to Financial Statements

foreign governments have also increased enforcement activity in the health care

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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.

including orthopaedic, in vitro

diagnostic devices, software regulated as a medical device, and sales of

medical equipment and supplies directly to

patients, that are paid for by third parties and/or patients 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 health care reimbursement programs.

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

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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.

amalgam bans;

pricing disclosures;

supply chain transparency around labor practices;

and safe working

activities to control medical costs, including laws and regulations lowering

reimbursement rates for

pharmaceuticals, medical devices, medical supplies and/or medical treatments

or services, are ongoing.

example, the Centers for Medicare & Medicaid Services’ (“CMS”) 2024 durable

medical equipment, prosthetics,

orthotics and supplies (“DMEPOS”) reimbursement schedule, which was

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 (“CARES”) Act relief rates in effect during the COVID-19 pandemic.

These and other laws

and regulations are subject to change and their evolving implementation

may impact our operations and our

financial performance.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

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

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laws and regulations relating to the

distribution of pharmaceuticals and medical devices and supplies.

Among the United States federal laws applicable

to us are the Controlled Substances Act, the Federal Food, Drug,

and Cosmetic Act, as amended (“FDC Act”),

Section 361 of the Public Health Service Act and Section 401 of the Consolidated

Appropriations Act of the Social

Security Act, as well as laws regulating the billing of and reimbursement

from government programs, such as

Medicare and Medicaid, and from commercial payers.

are also subject to comparable foreign regulations.

manufacturing and/or distribution of pharmaceuticals and medical devices

and supplies.

Among the United States

federal laws applicable to us are the Controlled Substances Act, the Federal Food,

Drug, and Cosmetic Act, as

amended (“FDC Act”), Section 361 of the Public Health Service Act and Section

401 of the Consolidated

Appropriations Act of the Social Security Act, as well as laws regulating

the billing of and reimbursement from

government programs, such as Medicare and Medicaid, and from commercial payers.

are also subject to

comparable foreign regulations.

The FDC Act, the Controlled Substances Act, their implementing regulations,

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reporting, and distribution of, and

record keeping for, pharmaceuticals and medical devices shipped in interstate commerce, and states

may similarly

regulate such activities within the state.

Furthermore, Section 361 of the Public Health Service Act, which provides

authority to prevent the introduction, transmission or spread of communicable

diseases, serves as the legal basis for

the United States Food and Drug Administration’s (“FDA”) regulation of human cells, tissues and cellular and

tissue-based products, also known as “HCT/P products.”

The Federal Drug Quality and Security Act of 2013 brought about significant

changes with respect to

pharmaceutical supply chain requirements.

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

(“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

record keeping for, pharmaceuticals and medical devices shipped in interstate commerce or internationally, and

states may similarly regulate such activities within the state.

Furthermore, Section 361 of the Public Health Service

Act, which provides authority to prevent the introduction, transmission

or spread of communicable diseases, serves

as the legal basis for the United States Food and Drug Administration’s (“FDA”) regulation of human

cells, tissues

and cellular and tissue-based products, also known as “HCT/P products.”

The Federal Drug Quality and Security Act of 2013 regulates pharmaceutical

supply chain requirements and pre-

empts certain state laws.

Title II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”),

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establishes 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

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

The DSCSA product tracing requirements replace the former FDA

drug pedigree requirements and

pre-empt certain state requirements that are inconsistent with, more stringent

than, or in addition to, the DSCSA

requirements.

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), were subject to a one-year “stabilization period” announced by

the FDA through two guidance

documents in late August 2023.

The FDA permitted the stabilization period to accommodate an additional

until November 27, 2024, to allow trading partners to implement, troubleshoot

and mature their electronic (versus

paper), interoperable systems, during which time the FDA did not intend to

take action to enforce the requirements

for the interoperable, electronic, package level product tracing.

Additionally, the FDA announced that it did not

intend to take action to enforce the portion of the FDC Act with respect

to drug product that was 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.

The FDA stated this stabilization period was

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 DSCSA’s

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

state requirements that are inconsistent with, more stringent than, or

in addition to, the DSCSA requirements.

The FDA again

extended the stabilization period in late 2024 as follows:

(1) manufacturers and

May 27, 2025;

wholesale distributors:

August 27, 2025;

(3) dispensers with 26 or more pharmacists

and technicians:

and (4) small dispensers:

November 27, 2026.

The FDA stated that these continued exemptions apply to any

product transacted by eligible trading partners who have initiated their “systems

and processes, as described in

section 582(g)(1) of the FD&C Act,” including electronic DSCSA data connections

with immediate trading

partners by November 27, 2024.

The additional time extends to trading partners throughout the pharmaceutical

distribution supply chain who subsequently engage in a transaction including such

The FDA also stated

that, for the purposes of these exemptions, eligible trading partners are those

who have initiated their systems and

processes by successfully completing data connections with their

immediate trading partners, and those trading

partners who initiated processes including documentation of efforts to establish data

connections, but were not able

to fully complete these processes.

The DSCSA also establishes certain requirements for the licensing and operation

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issues new regulations as directed by the DSCSA.

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,

The 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

In addition, with respect to our specialty home medical supplies 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.

reimbursement from Medicare, Medicaid, and other third-party payers.

The Food and Drug Administration Amendments Act of 2007 and

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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 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

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

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The UDI regulations also

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require labelers to submit certain information concerning UDI-labeled devices

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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,

Identification Database (GUDID).

The UDI regulations and subsequent FDA guidance regarding the UDI

requirements provide for certain exceptions,

alternatives and time extensions.

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of our businesses.

As a distributor of controlled substances, we are required,

under the Controlled Substances Act, to obtain and renew

also released a final rule in February 2024 to amend, effective February 2026, certain device current

manufacturing practice requirements in 21 CFR Part 820 (Quality System Regulation)

to align more closely with

the international consensus standard (ISO 13485) specific for device quality

management systems requirements

(QMSR) used by other countries.

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

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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 human organs, as defined in the regulations, for valuable

consideration,

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

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EU Regulation of Medicinal and Dental Products

European Union (“EU”) member states regulate their own healthcare systems,

European Union (“EU”) member states regulate their own health care systems,

as does EU law.

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or reasonably foreseeable conditions of

use and comply with certain obligations which apply to manufacturer, importer and distributor.

It includes market

surveillance, and non-compliance may result in the recall or withdrawal of

products, along with other sanctions.

use and comply with certain obligations which apply to manufacturers,

importers and distributors.

Index to Financial Statements

market surveillance, and non-compliance may result in the recall or withdrawal

of products, along with other

In the EU, the EU Medical Device Regulation No.

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(“EU MDR”) covers a wide scope of

our activities, from dental material to X-ray machines, and certain software.

It was meant to become applicable

three years after publication (i.e., May 26, 2020).

However, on April 23, 2020, to allow European Economic Area

(“EEA”) national authorities, notified bodies, manufacturers and other actors

to focus fully on urgent priorities

related to the COVID-19 pandemic, the European Council and Parliament

adopted Regulation 2020/561,

postponing the date of application of the EU MDR by one year (to

May 26, 2021).

our activities, from dental material and medical devices to X-ray machines,

and certain software.

It was meant to

become applicable three years after publication (i.e., May 26, 2020).

However, on April 23, 2020, to allow

European Economic Area (“EEA”) national authorities, notified bodies,

manufacturers and other actors to focus

fully on urgent priorities related to the COVID-19 pandemic, the European Council

and Parliament adopted

Regulation 2020/561, postponing the date of application of the EU MDR by

one year (to May 26, 2021).

The EU MDR significantly modifies and intensifies the regulatory compliance

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a unique identification number;

sets up a central database to provide patients, healthcare professionals and

sets up a central database to provide patients, health care professionals and

the public with comprehensive

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identifies importers and distributors and medical device products through

registration in a database

(EUDAMED, which is not fully functional for the time being and might

not be so before the end of 2027 at

the earliest;

therefore, the use of this database is only possible through

a voluntary basis and, by a way of

consequence, is currently not mandatory).

registration in the EUDAMED

which comprises several modules that are not yet fully functional.

In order not to hinder the

mandatory use of EUDAMED by the functional delay of a single module,

the new Regulation No.

2024/1860 of 13 June 2024 has therefore amended Article 34 of the EU

MDR to organize a gradual

commissioning of the various modules of EUDAMED, once they have been

independently audited and

declared operational by means of a Commission notice published

in the Official Journal of the European

In this case, the obligations and requirements relating to the concerned

electronic modules of

EUDAMED will apply six months after the date of publication of

These changes came into

force on July 9, 2024;

as amended by the above-mentioned Regulation No.

contains specific provisions in the event of

interruption or discontinuation of supply of a device.

In particular, the EU MDR imposes strict requirements for the confirmation that a product meets

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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

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).

March 15, 2023

amending Regulations (EU)

2017/745 and (EU) 2017/746 as regards the transitional provisions for certain medical devices and in vitro

diagnostic medical devices

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

devices that have been assessed and/or certified under the Directive No.

93/42/EEC of 1993

concerning medical

(“EU Medical Device Directive”).

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

certificate under the 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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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.

(recently amended by Regulation No.

2024/2865 of October 23,

2024, whose provisions come into force

Index to Financial Statements

on different dates), 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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Our customers are also subject to significant federal, state, local

and foreign governmental regulation, which

may affect our interactions with customers, including the design and functionality

and foreign governmental regulations,

which may affect our interactions with customers, including the design and functionality

of our products.

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

local and foreign laws and regulations,

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

disposal of hazardous or potentially

hazardous substances, and safe working conditions.

In addition, certain of our businesses must operate in

compliance with a variety of burdensome and complex billing and record-keeping

requirements in order to

substantiate claims for payment under federal, state and commercial healthcare

reimbursement programs.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

Antitrust and Consumer Protection

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EU law also regulates competition and provides for detailed rules protecting

The Biden Administration has indicated increased antitrust enforcement and

has been more aggressive in

enforcement activities, including investigation and challenging non-compete

restrictions and other restrictive

contractual terms that it believes harm workers and competition.

Health Care Fraud

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equipment and medical supplies), unless an exception applies.

Violations of Anti-Kickback Statutes or the Stark

Law may be enforced as violations of the federal False Claims Act.

Violations of the federal Anti-Kickback Statute or

the Stark Law may be enforced as violations of the federal False Claims

The fraud and abuse laws and regulations have been subject to heightened

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or imposition of a corporate integrity agreement or corporate compliance

monitor which could have a material

monitoring which could have a material

adverse effect on our business.

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With respect to measures of this type, the United States government (among others) has expressed concerns

financial relationships between suppliers on the one hand and physicians,

dentists and other healthcare

professionals on the other.

As a result, we regularly review and revise our marketing practices as necessary

facilitate compliance.

financial relationships between suppliers, manufacturers and distributors on

the one hand and physicians, dentists

and other health care professionals on the other.

As a result, we regularly review and revise our marketing practices

as necessary to facilitate compliance.

also are subject to certain United States and foreign laws and regulations

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Act, German anti-corruption laws

Index to Financial Statements

and other anti-bribery laws and laws pertaining to the accuracy of our internal

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a material adverse effect on our business.

Affordable Care Act and Other Insurance Reform

Affordable Care Act (ACA) and Other Insurance Reform

The ACA increased federal oversight of private health insurance plans and

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United States with health insurance.

The ACA has faced frequent legal challenges, including litigation seeking

to invalidate and Congressional action

seeking to repeal some of or all of the law or the manner in which it has been

In 2012, the United

States Supreme Court, in upholding the constitutionality of the

ACA and its individual mandate provision requiring

that people buy health insurance or else face a penalty, simultaneously limited ACA provisions requiring Medicaid

expansion, making such expansion a state-by-state decision.

In addition, one of the major political parties in the

United States remains committed to seeking the ACA’s legislative repeal, but legislative efforts to do so have

previously failed to pass both chambers of Congress.

Under President Trump’s administration, a number of

administrative actions were taken to materially weaken the ACA, including,

without limitation, by permitting the

use of less robust plans with lower coverage and eliminating “premium support”

for insurers providing policies

under the ACA.

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 and

deductions, also effectively repealed the ACA’s

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

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

District of Texas for consideration of

whether the remainder of the ACA could survive the excision of the individual

The Fifth Circuit’s

decision was appealed to the United States Supreme Court.

The Supreme Court issued a decision on June 17, 2021.

Without reaching the merits of the case, the Supreme Court held that the plaintiffs in the case did not have standing

to challenge the ACA.

Any outcomes of future cases that change the ACA, in addition

to future legislation,

regulation, guidance and/or Executive Orders that do the same, could have a

significant impact on the U.S.

healthcare industry.

For instance, the American Rescue Plan Act of 2021 enhanced

premium tax credits, which has

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

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 Payments Sunshine

Act or Open Payments Program (the

“Sunshine Act”), imposes annual reporting and disclosure requirements

for drug and device manufacturers and

distributors with regard to payments or other transfers of value made to certain

covered recipients (including

physicians, dentists, teaching hospitals, physician assistants, nurse practitioners,

clinical nurse specialists, certified

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

recipients in the

reporting entity.

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

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

charges, in a publicly

accessible online file.

The ACA remains subject to ongoing legal and political challenges

contribute to create uncertainty, and any outcomes of those challenges could have a significant impact on the

health care industry.

The federal Physician Payments Sunshine Act or Open Payments Program

(the “Sunshine Act”) imposes annual

reporting and disclosure requirements for drug and device manufacturers and

distributors with regard to payments

or other transfers of value made to certain covered recipients (including physicians,

dentists, teaching hospitals,

physician assistants, nurse practitioners, clinical nurse specialists, certified

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 recipients in

the reporting entity.

CMS publishes information

from these 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 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

are also subject to foreign regulations requiring transparency of certain

interactions between suppliers

and their customers.

In the United States, federal and state government actions to seek to increase

health-related price transparency may

also affect our business.

For example, CMS requires hospitals 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

charges, in a

publicly accessible online file, and payers to disclose in-network negotiated

rates, including with device suppliers

and manufacturers, and historical out-of-network allowed amounts for all

covered items and services, including

prescription drugs.

Hospitals are also required to publish a consumer-friendly

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or, alternatively, maintain an online price estimator tool.

CMS may impose civil monetary penalties for

noncompliance with these price transparency requirements.

Additionally, the No Surprises Act (“NSA”), generally

effective January 1, 2022, imposes additional price transparency requirements.

These requirements went into effect in three stages from

2022 to 2024.

CMS may impose civil monetary penalties for noncompliance with

these price transparency

requirements.

In addition to a variety of transparency measures being enacted

at the state level, the federal No

Surprises Act (“NSA”) imposes additional price transparency requirements.

The NSA is intended to reduce the

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are dependent on higher out-of-network fees.

Another notable Medicare health care reform initiative, the Medicare Access

and CHIP Reauthorization Act of

2015 (“MACRA”), enacted on April 16, 2015, established a new payment framework,

which modified certain

Medicare payments to “eligible clinicians,” including physicians, dentists and

other practitioners.

certain eligible clinicians are required to participate in Medicare through the Merit-Based

Incentive Payment

System (“MIPS”) or Advanced Alternative Payment Models, through which

Medicare reimbursement to eligible

clinicians includes both positive and negative payment adjustments that take

into account quality, promoting

The Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”),

enacted on April 16, 2015, established

the Quality Payment Program, which modifies certain Medicare Part B payments

to “eligible clinicians,” including

physicians, dentists and other practitioners.

Under MACRA, certain eligible clinicians are required to participate

Medicare through the Merit-Based Incentive Payment System (“MIPS”) or Advanced

Alternative Payment Models,

through which Medicare Part B is adjusted up or down based on reported

data related to quality, promoting

interoperability, cost and improvement activities.

Data collected in the first MIPS performance year (2017)

determined payment adjustments that began January 1, 2019.

MACRA standards and payment levels continue to

evolve, and reflect a fundamental change in physician reimbursement

that is expected to provide substantial

financial incentives for physicians to participate in risk contracts, and to increase

physician information technology

and reporting obligations.

The implications of the implementation of MACRA are uncertain and will

future regulatory activity and physician activity in the marketplace.

New state-level payment and delivery system

reform programs, including those modeled after such federal programs, are

also increasingly being rolled out

through Medicaid administrators, as well as through the private sector, which may further

alter the marketplace and

impact our business.

MIPS eligible clinicians must report performance year data by

March 31 of the following calendar year.

Payment adjustments, based on submitted data, are applied to Medicare

Part B claims during the performance year following data submission.

MACRA provides substantial financial

incentives for physicians to participate in risk contracts, and to increase physician

information technology and

reporting obligations.

MACRA continues to evolve and its implications depend on future regulatory

Index to Financial Statements

physician activity in the marketplace.

New state-level payment and delivery system reform programs,

those modeled after such federal programs, are also increasingly being rolled

out through Medicaid administrators,

as well as through the private sector, which may further alter the marketplace and impact our business.

Recently, in addition to other government efforts to control health care costs, there has been increased scrutiny on

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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

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.

Also, at the federal level, the

Inflation Reduction Act of 2022, among other things, requires drug manufacturers

that raise certain of their drug

prices faster than the rate of inflation to pay rebates to Medicare, and over time will authorize

government to negotiate directly with drug manufacturers to lower the

prices of certain brand-name drugs covered

These various evolving efforts create uncertainty and may adversely affect our business.

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

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

transparency of relationships in the healthcare sector.

transparency of relationships in the health care sector.

The scope of these laws varies from one member state to

another and may, for example, include the relations between healthcare industry players and physicians or their

another and may, for example, include the relations between health care industry players and physicians or their

associations, students preparing for medical professions or their associations,

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computer software and digital health

products intended for use in health care settings.

The 21st Century Cures Act (the “Cures Act”), signed into law on

December 13, 2016, among other things, amended the medical device definition

to exclude certain software from

FDA regulation, including clinical decision support software that meets certain

On September 27, 2019,

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.

products intended for use in health care settings, including, for

example, most recently, with respect to artificial

intelligence and machine learning-enabled medical devices, and the

cybersecurity of medical devices.

our businesses involve the development and sale of software and related

products, including 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

products, and our specialty home

medical supply business, include electronic information technology systems

that store and process personal health,

clinical, financial and other sensitive information of individuals.

These information technology systems may be

vulnerable to breakdown, wrongful intrusions, data breaches and malicious

attack, which could require us to

expend significant resources to eliminate these problems and address related

security concerns and could involve

claims against us by private parties and/or governmental agencies.

For example, we are directly or indirectly

subject to numerous and evolving federal, state, local and foreign laws and

regulations that protect the privacy and

security of personal information, such as the federal Health Insurance Portability

and Accountability Act of 1996,

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

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.

products, our specialty home

medical supplies business, and our self-insured health plans include electronic

information technology systems that

store and process personal health, clinical, financial and other sensitive information

of individuals.

Index to Financial Statements

information technology systems may be vulnerable to breakdown, wrongful

intrusions, data breaches and malicious

attack, which could require us to expend significant resources to eliminate

these problems and address related

security concerns and could involve claims against us by private parties and/or

governmental agencies.

example, we are directly or indirectly subject to numerous and evolving

federal, state, local and foreign laws and

regulations that protect the privacy and security of personal information,

such as the federal Health Insurance

Portability and Accountability Act of 1996, as amended, and implementing

regulations (“HIPAA”) under which

parts of our business are covered entities or business associates, the Controlling

the Assault of Non-Solicited

Pornography 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”), various other

state comprehensive and health data-specific privacy laws that have or will soon

come into effect, 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, including those relating to artificial

intelligence, the proliferation of

which may result in additional regulation.

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

In addition, cybersecurity laws such as the federal Cyber Incident

Reporting for Critical Infrastructure

Act of 2022, proposed Federal Acquisition Regulations, and amendments

to SEC reporting requirements may

require us to provide notifications about cybersecurity incidents in limited

timeframes and before investigations are

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

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

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

General Data Protection

Regulation (“GDPR”), effective from May 25, 2018, which increased privacy

rights for individuals (“Data

Regulation (“GDPR”), effective from May 25, 2018, which increased privacy rights

for individuals (“Data

Subjects”), including individuals who are our customers, suppliers and

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imposes increased requirements and

potential penalties on companies, such as us, that are either established

in the EU and process personal data of Data

potential penalties on companies, such as us, that are either established in

the EU and process personal data of Data

Subjects (regardless the Data Subject location), or that are not established

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and penalties regarding

certain limited matters (for which the GDPR let some room of flexibility),

certain limited matters (for which the GDPR left some room of flexibility),

such as employee personal data.

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controller accountability, consents

from Data Subjects or another acceptable legal basis to process the

personal data, notification within 72 hours of a

from Data Subjects or another acceptable legal basis to process the personal

data, notification within 72 hours of a

personal data breach where required, data integrity and security, and fairness and transparency regarding the

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The GDPR also provides rights to Data Subjects relating

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

data and the right to object to the processing.

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

Protection Law (“PIPL”), which took effect

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

the right to object to the processing.

Despite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws (UK

Uncertainty about compliance with the GDPR and EU data protection

laws remains, with the possibility

that data protection authorities located in different EU Member States may interpret GDPR

differently, or

requirements of national laws may vary between the EU Member States, or guidance

on GDPR and compliance

practices may be often updated or otherwise revised.

Any of these events will increase the complexity and costs of

processing personal data in the UK or European Economic Area or concerning

individuals located in the UK or

European Economic Area.

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

Law (“PIPL”), which took effect

on November 1, 2021.

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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.

Any non-compliance with these laws and regulations may

Any non-compliance with these laws and regulations may subject

us to fines, orders to rectify or terminate any actions that are deemed

illegal by regulatory authorities, other

penalties, as well as reputational damage or legal proceedings against us,

which may affect our business, financial

penalties, as well as reputational damage or legal proceedings against us, which

may affect our business, financial

condition or results of operations.

The PIPL carries maximum penalties of CNY50 million or 5%

of the annual

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

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.

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.

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.

Data protection laws in other countries outside of the United States

Index to Financial Statements

are also quickly evolving, with many countries having updated, or are in the

process of updating, their laws to bring

them more in line with the model created by GDPR.

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

effective January 1, 2020.

The CCPA establishes a privacy framework for covered businesses such as ours by,

among other things, creating an expanded definition of personal information,

establishing new data privacy rights

for California residents and creating a new and potentially severe statutory damages

framework for violations of the

CCPA, as well as potentially severe statutory damages and private a right of action against businesses that suffer a

data security breach due to their violation of a duty to implement reasonable

security procedures and practices.

private right of action may increase the likelihood of, and risks associated

with, data breach litigation.

in November 2020, California voters adopted the CPRA, which became effective

January 1, 2023 and enhances and

strengthens regulatory requirements and individual protections that currently

exist under the CCPA.

have enacted or are considering enacting similar privacy laws, which may subject

us to additional requirements and

restrictions that could have an impact on our business.

Comprehensive privacy laws in Colorado, Connecticut,

Virginia, Utah, Oregon, Delaware, Montana, Texas,

Iowa, Maryland, New Jersey, New Hampshire, and Nebraska

are now in effect, and similarly enacted broad state laws relating to privacy, data protection, and information

security will come into effect later in 2025 and 2026, further complicating our privacy

compliance obligations

through the introduction of increasingly disparate requirements across the

jurisdictions in which we

Additionally, Washington

state and Nevada have enacted specific health data privacy laws, and

are considering similar legislation.

Additional states are expected to pass their own versions of data privacy

Congress is considering legislation that may preempt some

or all of such U.S.

state privacy laws, but

which may also provide a more expansive private right of action for privacy

claims than exists under current state

The evolving complexity of privacy and data security legislation in the United

States may complicate our

compliance efforts and further increase our risk of regulatory enforcement, penalties,

and litigation.

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.

with the US state and federal

privacy laws and applicable international privacy laws such as GDPR and PIPL,

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.

Further, countries are applying their data and consumer protection laws to AI, particularly generative

considering and implementing specific legal frameworks with respect

to AI, for example the EU AI Act 2024

(which as with the GDPR, will have extra-territorial effect).

Any failure or perceived failure by us to comply with

such requirements could have an adverse impact on our business.

Anticipated further evolution of regulations and

legislation on this topic may substantially increase the penalties to which we

could be subject in the event of any

non-compliance.

Compliance with these laws is challenging, constantly evolving,

and time consuming and federal

regulators, state attorneys general and plaintiff’s attorneys have been and will likely

continue to be active in this

may incur substantial expense in complying with legal obligations to

be imposed by new regulations

and we may be required to make significant changes to our solutions and expanding

business operations, all of

which may materially adversely affect our operations.

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

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liabilities and expenses and costs for remediation.

Index to Financial Statements

federal initiatives involve the adoption and use by health care

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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

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

to incorporate increasingly complex functionality, such as with respect to reporting and information blocking.

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this significant aspect of the distribution business.

continue to explore ways and means to improve and expand our online

presence and capabilities, including our

online commerce offerings and our use of various social media outlets.

continually explore ways and means to improve and expand our

online presence and capabilities, including in

our online commerce offerings and our use of various social media outlets.

International Transactions

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Bribery Act, German

Index to Financial Statements

anti-corruption laws and other anti-bribery laws and laws pertaining

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” name and logo, as well as certain other trademarks.

to protect our trademarks to the fullest extent practicable.

Additionally, certain of our manufacturing businesses hold patents on certain of our products.

We intend to protect

our trademarks and patents to the fullest extent practicable.

Employees and Human Capital

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

At Henry Schein, we understand that our long-term growth is enhanced

by creating shared value for our business

and the communities we serve, while engaging our key stakeholders that

make up our Mosaic of Success - Team

Schein Members (TSMs), customers, suppliers, stockholders, and society.

Rooted in our long, rich history of

sustainability and corporate citizenship, we build relationships to foster

trust, strengthen resilience and catalyze

innovative solutions to make the world healthier, together.

do this by building environmental, social, and

economic value for the Company’s sustained growth and continued success as a trusted partner and leader

Overseen by the Nominating and Governance Committee of our Board of

Directors (“Board”) with the

Compensation Committee also playing a role in environmental, social, and governance

matters related to human

capital engagement and executive compensation, some key 2024 highlights

related to human capital matters

continuing to evaluate our pay equity for the majority of the U.S.

workforce, which

reviews compensation

for equity and fairness;

expanding our Inclusive Culture learning journey by educating TSMs on

how to create and sustain a

meaningful, inclusive and learning oriented culture;

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.

We employ more than 25,000 people, approximately 55%

of our workforce is based in the United States and approximately 45%

is based outside of the United States.

Approximately 14% of our employees are subject to collective bargaining agreements.

We believe that our

relations with our employees are excellent.

fostering an environment where

they can feel a sense of belonging and purpose.

At Henry Schein, our employees continue to be one of our greatest assets.

We employ approximately 25,000

people, with approximately 49% of our workforce based in the United States

and approximately 51% based outside

of the United States.

We have approximately 13% of our employees that are subject to collective bargaining

We believe that our relations with our employees are excellent.

Our TSMs are the cornerstone of the Company.

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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:

under the pillars of Community, Caring, and

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 that a continued connection to our long-standing values

is important for our team members as we evolve our culture.

Throughout 2024, we rolled out a continuous listening

program that used various vehicles, including The Pulse Global Culture

Survey and TSM roundtables, to garner

feedback from our TSMs on their employee experience.

We believe that a great employee experience also drives a

great customer experience.

We want all of our TSMs to pursue their ambitions, deliver within our values driven

culture, and enjoy a rewarding career enabled by great people leaders.

The Pulse Global Culture Survey was

redesigned in 2023 to measure scores aligned to our Team Schein Values.

Our recent annual Pulse survey indicates

Index to Financial Statements

that although there are heightened stress levels caused by the 2023 cyber incident

and restructuring initiatives,

TSMs generally remain satisfied with their work experience, feel connected

to their colleagues and intend to stay

with Henry Schein.

This year, data suggests continued opportunities to improve how we cascade communications

to all levels of the organization, continue to reduce burnout and stress and provide

more transparency around

opportunities for career development.

Throughout the year, we also administer quarterly employee listening

surveys as a way to continuously understand and respond to our TSMs’ feelings.

This feedback is shared with our

Executive Management Committee and Board, both of whom are committed

to addressing identified opportunities.

As part of this commitment, some highlights from 2024 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.

To deepen our commitment to D&I across the Company, Global

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

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

respects and supports one another.

Continued focus on creating an inclusive environment where TSMs

feel a sense of belonging;

in 2024 for the third time, our top strength identified in The Pulse Global

Culture Survey was our

Company’s inclusive culture.

To deepen our commitment to Inclusion across the Company, Global

Directors and Vice Presidents and U.S.

Managers are responsible for attending educational training

focused on developing our culture.

We continue to expand our learning journey, educating TSMs on

key topics that help us develop a culture of inclusion and understanding.

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.

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.

Completed our first year of Henry Schein Games, a global virtual platform

that drives community and

engagement and offers field-day type in-person events at various global locations that brought

together through friendly competition by earning points for their team

by engaging in cultural-related

activities and posting photos.

Expanded the number of Connection Days throughout the globe at Henry Schein

facilities, which were

designed to boost team morale by bringing TSMs together to participate

in team building activities at

least once per quarter.

Continued focus on our Employee Resource Groups (“ERGs”), a vehicle

for all TSMs to share,

connect, learn and develop both personally and professionally.

In 2024, we launched our seventh ERG,

ADAPT (Abled and Disabled Allies Partnering Together).

Each of our ERGs has a sponsor from our

Executive Management Committee and our Board.

Our CEO engages directly in many of our ERG

Certified over 200 TSMs through our Culture Ambassador Program, which

educates TSMs on our

culture and certifies TSMs as mentors

to new hires during their first 90 days to ensure new TSMs

understand how we live our values day to day, and how they can engage in the Team Schein Culture.

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

the communities in which we live

Continued to offer a variety of opportunities to volunteer to drive purpose and engage

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

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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

Continued to strengthen 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

A Smile, Cares Package Program, Global Student Outreach Program,

and Prepare to Care).

Expanded our global and highly rated Steps for Suicide Prevention

campaign, which brings TSMs

together to walk for a cause and provide education, partnering with the

American Foundation for

Suicide Prevention, Suicide Awareness and Remembrance (for Veterans)

and other local organizations.

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

In 2024, we rolled out a ‘Banish Burnout’ campaign, partnering with

an external wellness

professional to create individualized tips and programming based on the

burnout tendencies each TSM

Index to Financial Statements

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

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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

informal learning opportunities

focused on growing and enhancing knowledge, skills and abilities

through a broad suite of professional

development training programs for current and future roles.

In 2024, we saw an increase in

participation in our workshops, with TSMs reporting a high utilization

of skills learned.

Continued expansion of our Leadership Development programs, with formal

mentorship and coaching

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

pipeline across the

organization by strategically identifying and developing talent through targeted development

opportunities and intentional succession plans.

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 Board is provided with

periodic updates regarding our talent and succession planning efforts and participates

in professional

development activities with our TSMs.

Announced the creation of the Core Leadership Capabilities (CLCs),

a skills-based model for all TSMs

that highlights the leadership capabilities that all TSMs are expected

to demonstrate for career success.

The CLCs are a common language and foundational step to developing and

refining the tools,

processes and programs which support the evolution of a TSM’s career including enhancing skills and

career development, leading to enhanced

career pathing and internal mobility.

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.

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

exemplify our Team Schein Values

In 2024, we recognized 15 award winners around the world at

Global Directors and Vice Presidents Management Meeting.

Available Information

We make available free of charge through our Internet website, www.henryschein.com, our annual report on Form

10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, statements

of beneficial ownership of

securities on Forms 3, 4 and 5 and amendments to these reports and statements

filed or furnished pursuant to

Section 13(a) and Section 16 of the Securities Exchange Act of 1934

as soon as reasonably practicable after such

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

11747, and our

telephone number is (631) 843-5500.

We make available free of charge through our website, www.henryschein.com,

our annual report on Form 10-K,

quarterly reports on Form 10-Q, current reports on Form 8-K, statements

of beneficial ownership of securities on

Forms 3, 4 and 5 and amendments to these reports and statements filed or furnished

pursuant to Section 13(a) and

Section 16 of the Securities Exchange Act of 1934 as soon as reasonably

practicable after such materials are

electronically filed with, or furnished to, the United States Securities and

Exchange Commission, or SEC.

principal executive offices are located at 135 Duryea Road, Melville, New York 11747, and our telephone number

is (631) 843-5500.

Unless the context specifically requires otherwise, the terms

the “Company,”

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

corporation, and its consolidated

subsidiaries.

the “Company,” “Henry Schein,”

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

and its consolidated subsidiaries.

Index to Financial Statements

Information about our Executive Officers

The following table sets forth certain information regarding our executive

officers as of February 25, 2025:

Chairman, Chief Executive Officer, Director

Vice Chairman, President, Director

Andrea Albertini

Chief Executive Officer, Global Distribution and Technology

Chief Executive Officer, North America Distribution Group

Executive Vice President and Chief Operating Officer

Lorelei McGlynn

Senior Vice President, Chief Human Resources Officer

Executive Vice President, Chief Strategic Officer, Director

Chief Executive Officer, Henry Schein Products

Walter Siegel

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President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985.

has been our Vice Chairman since 2018, President since 2005 and a director since 1992.

Breslawski was the Chief Executive Officer of our Henry Schein Global Dental

Group from 2005 to 2018.

Breslawski held the position of Executive Vice President and President of U.S.

Dental from 1990 to 2005, with

primary responsibility for the North American Dental Group.

Between 1980 and 1990, Mr.

Breslawski held

various positions with us, including Chief Financial Officer, Vice President of Finance and Administration and

Corporate Controller.

is a South African Chartered Accountant and a Certified Public Accountant.

Andrea Albertini

has been Chief Executive Officer, Global Distribution Group and Technology Group since

January 2025.

In this role, Mr.

Albertini is responsible for our Global Distribution and Value-Added Services

segment and our Global Technology segment.

Albertini joined us in 2013 and has held several positions within

the organization including Chief Executive Officer, International Distribution Group, President, International

Distribution Group, President of our EMEA Dental Distribution Group,

and Vice-President of International Dental

Prior to joining Henry Schein, Mr.

Albertini held leadership positions at Cefla Dental Group and

has been our President since 2005 and was our Vice Chairman from 2018 to May 2024 and a

director from 1992 to May 2024.

Breslawski was the Chief Executive Officer of our Henry Schein Global

Dental Group from 2005 to 2018.

Breslawski held the position of Executive Vice President and President of

Dental from 1990 to 2005, with primary responsibility for the North American

Dental Group.

and 1990, Mr.

Breslawski held various positions with us, including Chief Financial Officer, Vice President of

Finance and Administration and Corporate Controller.

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

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Bower & Gardner and as a member of the Tax Department at Arthur Andersen.

Lorelei McGlynn

has been our Senior Vice President, Chief Human Resources Officer since 2013.

Since joining

us in 1999, Ms.

McGlynn has served as Vice President, Global Human Resources and Financial Operations from

2008 to 2013, Chief Financial Officer, International Group and Vice President of Global Financial Operations from

2002 to 2008 and Vice President, Finance, North America from 1999 to 2002.

Prior to joining us, Ms.

served as Assistant Vice President of Finance at Adecco Corporation.

Index to Financial Statements

has been our Executive Vice President and Chief Strategic Officer since 2012.

7 unchanged sentences

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

has been our Chief Executive Officer, Henry Schein Products Group since January 2025.

In this role,

Popeck is responsible for our Global Specialty Products segment.

Since joining us in 2019, Mr.

held several key positions including Chief Executive Officer, Healthcare Specialties Group, and President of our

Healthcare Specialties Group.

Prior to joining Henry Schein, Mr.

Popeck held various sales leadership and general

management executive positions at Stryker.

Walter Siegel

12 unchanged sentences

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

Vice President, Finance, for the Cardiovascular and Metabolic business lines, as well as Vice President, Controller,

President Corporate Finance since 2008, 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 Vice President, Finance, for the Cardiovascular and Metabolic business lines, as well as Vice President,

Controller, for its U.S.

Pharmaceutical Division, and Vice President, Corporate General Auditor.

Prior to Bristol-Myers

Squibb, he served as North American Director of Corporate Audit at

PepsiCo, and held several roles of increasing

responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States, Europe,

and Latin America.

Prior to Bristol-

Myers Squibb, he served as North American Director of Corporate Audit

at PepsiCo, and held several roles of

increasing responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States,

Europe, and Latin America.

South is a Certified Public Accountant.

1 unchanged sentence

The following table sets forth certain information regarding other Executive

Andrea Albertini

Chief Executive Officer, International Distribution Group

Leigh Benowitz

Senior Vice President and Chief Global Digital Transformation Officer

Management as of February 25, 2025:

Steven Boggan

Co-Chief Executive Officer, Global Oral Reconstruction Group

Senior Vice President and Chief Global Customer Experience Officer

4 unchanged sentences

Senior Vice President and Chief Technology Officer

René Willi, Ph.D.

Chief Executive Officer, Global Oral Reconstruction Group

Andrea Albertini

has been Chief Executive Officer, International Distribution Group since 2023.

joined us in 2013 and has held several positions within the organization including

President, International

Distribution Group, President of our EMEA Dental Distribution Group,

and Vice-President of International Dental

Prior to joining Henry Schein, Mr.

Albertini held leadership positions at Cefla Dental Group and

Leigh Benowitz

has been our Senior Vice President and Chief Global Digital Transformation Officer since August

Benowitz joined us in 2017 and has held several key positions

including Vice President Digital &

Customer Experience and Global eCommerce Platform Digital Transformation Officer.

Prior to joining Henry

Benowitz held various positions of increasing responsibility

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

Clark joined us in 2007 and has served as Vice President, Technology Enablement, North American

Distribution Group.

Christine Sheehy

Senior Vice President, Chief Human Resources

Bianka Wilson

Co-Chief Executive Officer, Global Oral Reconstruction Group

Steven Boggan

has been our Co-Chief Executive Officer, Global Oral Reconstruction Group since April 2024.

As Co-CEO of our Global Oral Reconstruction Group, which is part

of our Specialty Products and Other segment,

Boggan leads commercial operations in the Americas, the Middle East, and Africa, as well as global

Boggan joined Henry Schein, as the President and CEO of BioHorizons, which we acquired

Boggan joined BioHorizons in 1995 and was promoted to President and CEO in 2000.

BioHorizons, Mr.

Boggan was employed at Dow Corning Wright and Wright Medical Technology from 1989 until

has been our Senior Vice President and Chief Global Customer Experience Officer since 2022.

Clark joined us in 2007 and has served as Vice President, Technology Enablement, North American Distribution

Prior to joining Henry Schein, Ms.

Clark held various positions of

increasing responsibility at

increasing responsibility at eSurg.

Index to Financial Statements

James Mullins

18 unchanged sentences

and Rohm and Haas from 1994 to 1998.

René Willi, Ph.D.

has been our Chief Executive Officer, Global Oral Reconstruction Group since 2021.

Previously, Dr.

Willi was the President of our Global Dental Surgical Group.

Prior to joining Henry Schein, Dr.

Willi held senior level roles with Institut Straumann AG as Executive Vice President, Surgical Business Unit from

2005 to 2013.

Prior to Straumann, he held roles of increasing responsibility

in Medtronic Plc’s cardiovascular

division from 2003 to 2005 and with McKinsey & Company as

a management consultant from 2000 to 2003.

Christine Sheehy

has been our Senior Vice President, Chief Human Resources Officer since November 2024.

Sheehy joined us in 2019 and has held several key positions with increasing

responsibility, including Vice

of the Human Resources Business Partner function for our North America

Distribution Group, Healthcare

Specialties Group, several Global Oral Reconstruction businesses, and our

Corporate Functions.

Prior to joining

Henry Schein, Ms.

Sheehy held various leadership positions at Standard Chartered

Bank and Banco Real.

Bianka Wilson

has been our Co-Chief Executive Officer, Global Oral Reconstruction Group since April 2024.

Co-CEO of our Global Oral Reconstruction Group, which is part of

our Specialty Products and Other segment, Ms.

Wilson leads the group's business, including strategic partnerships, in Europe and APAC, as well as Global Oral

Reconstruction Group strategy, finance, and human resources.

Wilson joined Henry Schein in 2018 as Chief

Financial Officer of the Global Oral Reconstruction Group.

Prior to joining Henry Schein, Ms.

Wilson was CFO of

a public Swiss medical communication technology company and

before that an Advisory Partner in KPMG's

consulting practice, following her initial career in public accounting.

Index to Financial Statements

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