What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-28 · 172 added, 211 removed, 520 unchanged (42% of the section changed)

4 unchanged sentences

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this annual report as

such term is defined in Rules 13a-15(e) and

procedures as of the end of the period covered by this annual report as such

term is defined in Rules 13a-15(e) and

15d-15(e) promulgated under the Securities Exchange Act of 1934,

12 unchanged sentences

Changes in Internal Control over Financial Reporting

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

equity interest in Shield, a supplier of

homecare medical products headquartered in California.

The full integration of this acquisition, as well as our

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

beyond year-end and, therefore, we

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

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

annual assessment of internal control over financial reporting as of December

30, 2023, as permitted by SEC staff

interpretive guidance for newly acquired businesses.

Post-acquisition integration related activities for other dental and

medical businesses acquired during 2023 across

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

our annual assessment of internal control over

financial reporting as of December 30, 2023.

These acquisitions, the majority of which utilize separate information

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

statements since their respective

dates of acquisition.

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

for two of our dental businesses.

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

Dental), continued acquisition integrations

and systems implementation activities undertaken during the quarter

and carried over from prior quarters when

considered in the aggregate, represents a material change in our

The combination of continued acquisition integrations and systems

implementation activity undertaken during the

quarter and carried over from prior quarters, when considered in

the aggregate, represents a material change in our

internal control over financial reporting.

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

involve necessary and appropriate change-management controls

that are considered in our quarterly assessment of

changes in our internal control over financial reporting.

In October 2023, we experienced a cybersecurity incident that primarily

affected the operations of our North

American and European dental and medical distribution businesses.

Once we became aware of the issue, as part of

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

down connectivity to networks and key business, operating and financial

accounting systems globally.

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

authorities, we engaged

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

and restore our affected systems and applications.

We also notified law enforcement and our employees,

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

management’s efforts to mitigate its

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

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

information maintained on our systems belonging to certain third parties and

since that date we have notified

affected parties and potentially affected parties as appropriate.

The scope of personal and sensitive data impacted is

still under investigation.

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

ecommerce platform and related applications,

which has since been remediated.

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

ability to service customers, alternative

procedures and controls were temporarily implemented.

As previously reported, the full integration of TriMed Inc.

will extend beyond year-end and, therefore, we excluded TriMed, which represents less than 0.5% of our total

sales, from our annual assessment of internal control over financial

reporting as of December 28, 2024,

by related SEC staff interpretive guidance for newly acquired businesses.

During the quarter ended December 28, 2024,

post-acquisition integration related activities continued for our

and medical businesses acquired during prior quarters.

These acquisitions, the majority of which utilize separate

information and financial accounting systems, have been included

in our consolidated financial statements since

their respective dates of acquisition.

Also, during the quarter ended December 28, 2024, we completed the systems

implementation activities for

implementing a new e-commerce system for our dental and medical

businesses in the UK.

Finally, we continued

systems implementation activities for our dental business in France and

All acquisitions, continued acquisition integrations and systems implementation

activities involve necessary and

appropriate change-management controls that are considered in our quarterly

assessment of the design and

operating effectiveness of our internal control over financial reporting.

The deficiencies in internal control over financial reporting identified

as of December 30, 2023 at the application

control level related to logical and user access management and segregation

of duties have continued to be the

subject of ongoing remediation, including implementation of specific

action plans and the testing/validation of

control operating effectiveness, which were substantially completed as of our year-end on December

Report on Internal Control over Financial Reporting

11 unchanged sentences

Framework (2013), updated

Index to Financial Statements

and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.

6 unchanged sentences

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

The evaluation of internal controls involves judgment.

Our external auditor has concluded that the

Company has a material weakness resulting from the aggregation of certain

control deficiencies at the application

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

The Company agrees that

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

either have been addressed or are

being addressed.

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

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

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

there is a reasonable possibility that a material misstatement of the

company’s financial statements will not be

prevented or detected on a timely basis.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance

that the objectives of the internal control system are met.

3 unchanged sentences

have been detected.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

11 unchanged sentences

by the Committee

of Sponsoring Organizations of the Treadway Commission (the

“COSO criteria”).

In our opinion, the Company did

not maintain,

material respects,

effective internal

financial reporting

Organizations

based on the COSO criteria.

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

comprehensive

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December

consolidated statements

comprehensive income,

stockholders’ equity,

(collectively

expressed an unqualified opinion thereon.

ended December

related notes

report dated February 25, 2025 expressed an unqualified opinion

Basis for Opinion

6 unchanged sentences

reporting and

assessment of

effectiveness

internal control

over financial

reporting, included

accompanying,

“Item 9A, Management’s

19 unchanged sentences

that our audit provides a reasonable basis for our opinion.

a deficiency,

combination of

deficiencies, in

internal control

over financial

following material weakness

been identified as

a material weakness

in management’s

material weakness in

internal control over

financial reporting is

related to logical

and user access

management and

2023 consolidated

financial statements,

February 28, 2024, on those consolidated financial statements.

As indicated in

5 unchanged sentences

over financial reporting did not

comprehensive

stockholders’

Biotech Dental,

together represent

ended December

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

internal control

over financial

an evaluation

internal control

over financial

Shield Healthcare,

Implant System, or Biotech Dental.

consolidated balance

consolidated statements

income, comprehensive

income, changes

in stockholders’

constituted less than 0.5% of total

net sales for the year ended

December 28, 2024.

Management did not assess

the effectiveness of internal control

over financial reporting of TriMed

because of the timing of

the acquisition

completed on April

internal control over

financial reporting of

the Company also

did not include an evaluation of the internal control over financial reporting

of TriMed Inc.

Definition and Limitations of Internal Control over Financial Reporting

8 unchanged sentences

and dispositions

Index to Financial Statements

with generally

12 unchanged sentences

February 25, 2025

Index to Financial Statements

Other Information

Not applicable.

t applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

31 unchanged sentences

site any amendment to, or waiver of, a provision of the Code

adopted an insider trading policy, and accompanying procedures, applicable to all of our TSMs

and members of our Board of Directors, which we believe is reasonably

designed to promote compliance with

insider trading laws, rules and regulations, and Nasdaq listing standards.

Our insider trading policy, which is

attached as Exhibit 19.1 to this Annual Report on Form 10-K,

prohibits our TSMs from trading in securities of the

Company while in possession of material, non-public information, and, among other

things, requires that

designated individuals holding certain positions only transact

in Company securities during an open window period

(with appropriate preclearance for members of our Executive Management

Committee and Board of Directors),

subject to limited exceptions.

The Company also requires periodic training for certain senior officers and

likely to learn material, non-public information in the course of their

The Company also has a practice

that requires that any transactions by the Company in its securities

are pre-cleared by appropriate members of its

General Counsel’s office.

Executive Compensation

8 unchanged sentences

to be filed pursuant to Regulation 14A.

Index to Financial Statements

Security Ownership of Certain Beneficial Owners and Management

42 unchanged sentences

See exhibits listed under Item 15(b) below.

Index to Financial Statements

Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.

28 unchanged sentences

filed on May 26, 2020.)**

Form of 2019 Restricted Stock Unit Agreement for performance-based restricted stock unit

awards pursuant to the Henry Schein, Inc.

2013 Stock Incentive Plan (as amended and

restated effective as of May 14, 2013).

(Incorporated by reference to Exhibit 10.2 to our

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

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

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

(Incorporated by

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

Form of 2021 Restricted Stock Unit Agreement for time-based restricted stock unit awards

4 unchanged sentences

Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**

Henry Schein, Inc.

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

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

filed on May 26, 2020.)**

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

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

(Incorporated by

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

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

awards pursuant to the Henry Schein, Inc.

2020 Stock Incentive Plan (as amended and

restated effective as of May 21, 2020).

(Incorporated by reference to Exhibit 10.2 to our

Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May

Index to Financial Statements

Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards

11 unchanged sentences

Henry Schein, Inc.

2024 Stock Incentive Plan, as amended and restated effective as of

May 21, 2024 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-

K filed on May 24, 2024.)**

Henry Schein, Inc.

2015 Non-Employee Director Stock Incentive Plan.

10 unchanged sentences

Henry Schein, Inc.

2023 Non-Employee Director Stock Incentive Plan, as

2023 Non-Employee Director Stock Incentive Plan, as amended and

restated effective as of May 23, 2023.

(Incorporated by reference

to Exhibit 10.1 to our

(Incorporated by reference to Exhibit 10.1 to our

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

Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc.

2023 Non-Employee Director Stock Incentive Plan (as

amended and restated effective as of May 23, 2023).

(Incorporated by reference to Exhibit

10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024

filed on May 7, 2024.)**

Henry Schein, Inc.

21 unchanged sentences

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

Index to Financial Statements

Amendment Number Four to the Henry Schein, Inc.

8 unchanged sentences

Henry Schein, Inc.

2023 Non-Employee Director Stock Incentive Plan, amended and

restated effective as of May 23, 2023.

(Incorporated by reference to Exhibit 10.1 to our

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

Non-Employee Director Deferred Compensation Plan, amended

and restated effective as of January 1, 2005.

(Incorporated by reference to Exhibit

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

2008 filed on February 24, 2009.)**

Henry Schein, Inc.

3 unchanged sentences

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

Henry Schein Management Team Performance Incentive Plan and Plan Summary,

effective as of January 1, 2014.

(Incorporated by reference to Exhibit 10.7 to our Quarterly

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

Henry Schein, Inc.

Incentive Plan and Plan Summary, effective as of January 1, 2024.

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

fiscal quarter ended March 30, 2024 filed on May 7, 2024.)**

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

3 unchanged sentences

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

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

and Brad Connett

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

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

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

and Brad Connett

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

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

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

and Brad Connett

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

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

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

10 unchanged sentences

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

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

party thereto (Walter Siegel).

(Incorporated by reference to Exhibit 10.3 to our Quarterly

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

Henry Schein, Inc.

1 unchanged sentence

us and certain executive officers who are a party thereto (Ronald N.

South, Brad Connett,

and Lorelei McGlynn).

(Incorporated by reference to Exhibit 10.3 to our Quarterly Report

on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**

(Incorporated

by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter

ended March 26, 2022 filed on May 3, 2022.)**

Form of Indemnification Agreement between us and certain directors and executive

1 unchanged sentence

Faig, Joseph L.

Herring, Kurt P.

Herring, Robert J.

Hombach, Kurt P.

Kuehn, Philip A.

Laskawy, Anne H.

Margulies, Steven Paladino, Carol

Margulies, Carol

Raphael, Scott P.

3 unchanged sentences

Bergman, James P.

Breslawski, Brad Connett, Michael S.

Ettinger, Lorelei

McGlynn, Mark E.

Mlotek, Walter Siegel and Ronald N.

Breslawski, Michael S.

Ettinger, Mark E.

South, respectively).

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

fiscal quarter ended September 26, 2015 filed on November 4, 2015.)**

(Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on November

Index to Financial Statements

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

53 unchanged sentences

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

Index to Financial Statements

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

43 unchanged sentences

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

Strategic Partnership Agreement, dated January 29, 2025, by and between us and KKR

Hawaii Aggregator L.P.

(Incorporated by reference to Exhibit 10.1 to our Current Report

on Form 8-K filed on January 29, 2025.)

Form of Registration Rights Agreement by and between us and KKR Hawaii Aggregator

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

January 29, 2025.)

Henry Schein, Inc.

Insider Trading Policy (amended and restated as of January 1, 2025)+

List of our Subsidiaries.+

Index to Financial Statements

Consent of BDO USA, P.C.+

7 unchanged sentences

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

Limited Waiver dated November 10, 2023 to the Multicurrency Private Shelf Agreement,

dated as of October 20, 2021, by and among us, AIG Asset Management (U.S.), LLC and

each AIG affiliate which becomes party thereto.+

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

Multicurrency Master Note Purchase Agreement, dated as of October 20, 2021, by and

among us, Metropolitan Life Insurance Company, MetLife Investment Management, LLC

and each MetLife affiliate which becomes party thereto.+

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

Note Facility, dated as of October 20, 2021, by and among us, NYL Investors LLC and

each New York Life affiliate which becomes party thereto.+

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

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

and each Prudential affiliate which becomes party thereto.+

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

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

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

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

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

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

the other parties from time to time party thereto.+

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

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

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

time party thereto.+

(Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K for the

fiscal year ended December 30, 2023 filed on February 28, 2024.)**

Amendment No.

2 unchanged sentences

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

(Incorporated by

reference to Exhibit 99.8 to our Annual Report on Form 10-K for the fiscal year ended

December 30, 2023 filed on February 28, 2024.)

Amendment No.

2 unchanged sentences

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

(Incorporated by

reference to Exhibit 99.9 to our Annual Report on Form 10-K for the fiscal year ended

December 30, 2023 filed on February 28, 2024.)

Amendment No.

11 dated as of May 17, 2024 to Receivables Purchase Agreement, dated

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

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

(Incorporated by

reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the fiscal quarter

ended June 29, 2024 filed on August 6, 2024.)

Amendment No.

12 dated as of December 6, 2024 to Receivables Purchase Agreement,

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

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

Inline XBRL Instance Document - the instance document does not appear

6 unchanged sentences

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

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

December 28, 2024,

formatted in Inline XBRL (included within Exhibit 101

attachments).+

1 unchanged sentence

Indicates management contract or compensatory plan or agreement.

# Certain identified information has been excluded from the exhibit because

it is both not material and is the type

that the registrant treats as private or confidential.

Index to Financial Statements

Form 10-K Summary

Index to Financial Statements

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange

19 unchanged sentences

(principal financial and accounting officer)

Vice Chairman, President

February 28, 2024

Executive Vice President,

10 unchanged sentences

February 25, 2025

/s/ ROBERT J.

February 25, 2025

/s/ PHILIP A.

February 25, 2025

/s/ PHILIP A.

February 25, 2025

/s/ STEVEN PALADINO

February 25, 2025

Steven Paladino

/s/ CAROL RAPHAEL

9 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures