Item 9A. Controls and Procedures
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this annual report as such
term is defined in Rules 13a-15(e) and
15d-15(e) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Based on
this evaluation, our management, including our principal executive
officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of December 28, 2024,
to ensure that all
material information required to be disclosed by us in reports that we file
or submit under the Exchange Act is
accumulated and communicated to them as appropriate to allow timely
decisions regarding required disclosure and
that all such information is recorded, processed, summarized and reported
within the time periods specified in the
SEC’s rules and forms, and the rules of the Nasdaq stock exchange.
Changes in Internal Control over Financial Reporting
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.
As previously reported, the full integration of TriMed Inc. (“TriMed”)
will extend beyond year-end and, therefore, we excluded TriMed, which represents less than 0.5% of our total
net
sales, from our annual assessment of internal control over financial
reporting as of December 28, 2024,
as permitted
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
dental
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
Ireland.
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
28, 2024.
Management’s
Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f).
Our internal control system is designed to provide
reasonable assurance to our management and Board regarding the preparation
and fair presentation of published
financial statements.
Under the supervision and with the participation of our management,
including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control-Integrated
Framework (2013), updated
Table of Contents
Index to Financial Statements
137
and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.
Based on our evaluation
under the COSO Framework, our management concluded that our
internal control over financial reporting was
effective at a reasonable assurance level as of December 28, 2024.
The effectiveness of our internal control over financial reporting as of December 28,
2024, has been independently
audited by BDO USA, P.C., an independent registered public accounting firm and their attestation is included
herein.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
all control issues, if any, within a company
have been detected.
Table of Contents
Index to Financial Statements
138
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Henry Schein, Inc.
Melville, NY
Opinion on Internal Control over Financial Reporting
We
have audited Henry
Schein, Inc.’s
(the “Company’s”)
internal control over
financial reporting as
of December
28, 2024, based on
criteria established in Internal Control
– Integrated Framework (2013) issued
by the Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission
(the
“COSO
criteria”).
In
our
opinion,
the
Company
maintained,
in
all
material
respects,
effective
internal
control
over
financial
reporting
as
of
December
28,
2024,
based on the COSO criteria.
We
also
have
audited,
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December
30, 2023,
the related
consolidated statements
of income,
comprehensive income,
changes in
stockholders’ equity,
and cash
flows for
each of
the three
years in
the period
ended December
28, 2024,
and the
related notes
and our
report dated February 25, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s
management is
responsible for
maintaining effective
internal control
over financial
reporting and
for
its
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting,
included
in
the
accompanying
“Item 9A, Management’s
Report on Internal
Control over Financial Reporting”. Our
responsibility is to express
an
opinion on the
Company’s internal
control over financial
reporting based on
our audit. We
are a public
accounting
firm
registered
with
the
PCAOB and
are
required
to
be
independent
with
respect
to
the
Company in
accordance
with
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.
Those standards require
that we plan
and perform the
audit to
obtain reasonable assurance
about whether effective
internal
control
over
financial
reporting
was
maintained
in
all
material
respects.
Our
audit
included
obtaining
an
understanding
of
internal
control
over
financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing
and
evaluating
the
design
and
operating
effectiveness
of
internal
control
based
on
the
assessed
risk.
Our
audit also included performing
such other procedures as we
considered necessary in the
circumstances. We
believe
that our audit provides a reasonable basis for our opinion.
As indicated in
the accompanying “Item
9A, Management’s
Report on Internal
Control over Financial
Reporting”,
management’s assessment of and conclusion on the effectiveness of internal control
over financial reporting did not
include
the
internal
controls
of
TriMed
Inc.,
which was
acquired
on
April
1,
2024,
and
which is
included in
the
consolidated balance
sheets of
the Company
as of
December 28,
2024, and
the related
consolidated statements
of
income, comprehensive
income, changes
in stockholders’
equity,
and cash
flows for
the year
then ended.
TriMed
Inc. 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
Inc. because of the timing of
the acquisition
which was
completed on April
1, 2024. Our
audit of
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
A
company’s
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding the
reliability of
financial reporting
and the
preparation of
financial statements
for external
purposes in
accordance
with
generally
accepted
accounting
principles.
A
company’s
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that
(1)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately and
fairly reflect
the transactions
and dispositions
of the
assets of
the company;
(2) provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
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Index to Financial Statements
139
with generally
accepted accounting
principles, and
that receipts
and expenditures
of the
company are
being made
only
in
accordance with
authorizations of
management and
directors of
the
company; and
(3) provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use,
or
disposition
of
the
company’s assets that could have a material effect on the financial statements.
Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
of
effectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
with
the
policies or procedures may deteriorate.
/s/ BDO USA, P.C.
New York
,
NY
February 25, 2025
Table of Contents
Index to Financial Statements
140
ITEM 9B.
Other Information
No
t applicable.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART
III
ITEM 10.
Directors, Executive Officers and Corporate Governance
Information required by this item regarding our directors and executive
officers and our corporate governance is
hereby incorporated by reference to the Section entitled “Election of Directors,”
with respect to directors, and the
first paragraph of the Section entitled “Corporate Governance - Board
of Directors Meetings and Committees -
Audit Committee,” with respect to corporate governance, in each case
in our definitive 2025 Proxy Statement to be
filed pursuant to Regulation 14A and to the Section entitled “Information
about our Executive Officers” in Part I of
this report, with respect to executive officers.
There have been no changes to the procedures by which stockholders
may recommend nominees to our Board since
our last disclosure of such procedures, which appeared in our definitive
2024 Proxy Statement filed pursuant to
Regulation 14A on April 10, 2024.
Information required by this item concerning compliance with Section
16(a) of the Securities Exchange Act of
1934 is hereby incorporated by reference to the Section entitled
“Delinquent Section 16(a) Reports” in our
definitive 2025 Proxy Statement to be filed pursuant to Regulation 14A,
to the extent responsive disclosure is
required.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer and Controller.
We make available free of charge through our Internet website,
www.henryschein.com,
under the “About Henry Schein--Corporate Governance
Highlights” caption, our Code of
Ethics.
We intend to disclose on our Web
site any amendment to, or waiver of, a provision of the Code
of Ethics.
The Company
has
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
others
likely to learn material, non-public information in the course of their
job duties.
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.
ITEM 11.
Executive Compensation
The information required by this item is hereby incorporated by reference
to the Sections
entitled “Compensation
Discussion and Analysis,” “Compensation Committee Report” (which
information shall be deemed furnished in
this Annual Report on Form 10-K), “Executive and Director Compensation” and
“Compensation Committee
Interlocks and Insider Participation” in our definitive 2025 Proxy Statement
to be filed pursuant to Regulation 14A.
Table of Contents
Index to Financial Statements
141
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters
We maintain several stock incentive plans for the benefit of certain officers, directors and employees.
All active
plans have been approved by our stockholders.
Descriptions of these plans appear in the notes to our consolidated
financial statements.
The following table summarizes information relating to these plans as
of December 28, 2024:
Number of Common
Shares to be Issued Upon
Weighted-
Average
Number of Common
Exercise of Outstanding
Exercise Price of
Shares Available
for
Plan Category
Options and Rights
Outstanding Options
Future Issuances
Plans Approved by Stockholders
-
$
-
10,335,199
Plans Not Approved by Stockholders
-
-
-
Total
-
$
-
10,335,199
The other information required by this item is hereby incorporated by
reference to the Section entitled “Security
Ownership of Certain Beneficial Owners and Management” in our definitive
2025 Proxy Statement to be filed
pursuant to Regulation 14A.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is hereby incorporated by reference
to the Section entitled “Certain
Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and
Committees – Independent Directors” in our definitive 2025 Proxy Statement
to be filed pursuant to Regulation
14A.
ITEM 14.
Principal Accounting Fees and Services
The information required by this item is hereby incorporated by reference
to the Section entitled “Independent
Registered Public Accounting Firm Fees and Pre-Approval Policies and
Procedures” in our definitive 2025 Proxy
Statement to be filed pursuant to Regulation 14A.
PART
IV
ITEM 15.
Exhibits, Financial Statement Schedules
(a)
List of Documents Filed as a Part of This Report:
1.
Financial Statements:
Our Consolidated Financial Statements filed as a part of this report
are listed on the index on
Page 72.
2.
Index to Exhibits:
See exhibits listed under Item 15(b) below.
Table of Contents
Index to Financial Statements
142
(b) Exhibits
3.1
Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June
1, 2018.)
3.2
Fourth Amended and Restated By-Laws of Henry Schein, Inc., effective March 23, 2023.
(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on
March 24, 2023.)
4.1
Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of
October 20, 2021, by and among us, Metropolitan Life Insurance Company, MetLife
Investment Management, LLC and each MetLife affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on
October 21, 2021.)
4.2
Third Amended and Restated Master Note Facility, dated as of October 20, 2021, by and
among us, NYL Investors LLC and each New York Life affiliate which becomes party
thereto. (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed
on October 21, 2021.)
4.3
Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October
20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party
thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed
on October 21, 2021.)
4.4
Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,
AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on
October 21, 2021.)
4.5
Description of Securities. (Incorporated by reference to Exhibit 4.5 to our Annual Report
on Form 10-K for the fiscal year ended December 25, 2021 filed on February 15, 2022.)
10.1
Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as of May
21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed on May 26, 2020.)**
10.2
Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc. 2020 Stock
Incentive Plan (as amended and restated effective as of May 21, 2020). (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2021.)**
10.3
Form of 2021 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated
effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**
10.4
Form of 2022 Restricted Stock Unit Agreement for performance-based restricted stock unit
awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and
restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May
3, 2022.)**
Table of Contents
Index to Financial Statements
143
10.5
Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated
effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed on May 7, 2024.)**
10.6
Form of 2024 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 10.3 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed on May
7, 2024.)**
10.7
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.)**
10.8
Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2015 filed on July 29, 2015.)**
10.9
Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards
pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (as
amended and restated effective as of June 22, 2015). (Incorporated by reference to Exhibit
10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018
filed on May 8, 2018.)**
10.10
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 10.1 to our
Current Report on Form 8-K filed on May 25, 2023).**
10.11
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.)**
10.12
Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated
effective as of January 1, 2014. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 28, 2013 filed on November
5, 2013.)**
10.13
Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28,
2019 filed on February 20, 2020.)**
10.14
Amendment Number Two to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28,
2020 filed on May 5, 2020.)**
10.15
Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September
26, 2020 filed on November 2, 2020.)**
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Index to Financial Statements
144
10.16
Amendment Number Four to the Henry Schein, Inc. Supplemental Executive Retirement
Plan, amended and restated effective as of January 1, 2014. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on December 18, 2023.)**
10.17
Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25, 2004.
(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on
Schedule 14A, filed on April 27, 2004.)**
10.18
Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended
and restated effective as of January 1, 2005. (Incorporated by reference to Exhibit
10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,
2008 filed on February 24, 2009.)**
10.19
Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of
November 14, 2023. (Incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on November 16, 2023.)**
10.20
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.)**
10.21
Amended and Restated Employment Agreement dated as of November 28, 2022, by and
between Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2022.)**
10.22
Form of Amended and Restated Change in Control Agreement dated December 12, 2008
between us and certain executive officers who are a party thereto (James Breslawski,
Michael S. Ettinger, and Mark Mlotek, respectively). (Incorporated by reference to Exhibit
10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008
filed on February 24, 2009.)**
10.23
Form of Amendment to Amended and Restated Change in Control Agreement effective
January 1, 2012 between us and certain executive officers who are a party thereto (James
Breslawski, Michael S. Ettinger, and Mark Mlotek, respectively). (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 20, 2012.)**
10.24
Henry Schein, Inc. Executive Change in Control Plan, effective as of May 2, 2022 between
us and certain executive officers who are a party thereto (Ronald N. South). (Incorporated
by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 26, 2022 filed on May 3, 2022.)**
10.25
Form of Indemnification Agreement between us and certain directors and executive
officers who are a party thereto (Mohamed Ali, Deborah Derby, Carole T. Faig, Joseph L.
Herring, Robert J. Hombach, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Carol
Raphael, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D., FACP,
Stanley M. Bergman, James P. Breslawski, Michael S. Ettinger, Mark E. Mlotek and
Ronald N. South, respectively). (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on November
4, 2015.)**
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Index to Financial Statements
145
10.26
Second Amended and Restated Revolving Credit Agreement, dated as of July 11, 2023,
among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, U.S. Bank National Association, as syndication agent, and TD Bank,
N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING
Bank, N.V. and HSBC Bank USA, N.A., as co-documentation agents. (Incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 13, 2023.)
10.27
Term Loan Credit Agreement, dated as of July 11, 2023, among us, the several lenders
parties thereto, JPMorgan Chase Bank, N.A., as administrative agent,
U.S. Bank National Association, as syndication agent, and TD Bank, N.A.,
Bank of America, N.A. and UniCredit Bank, A.G., as co-documentation agents.
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed on July 13, 2023.)
10.28
Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as
servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent and the
various purchaser groups from time to time party thereto. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2013.)
10.29
Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase
Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller,
The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various
purchaser groups from time to time party thereto. (Incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K filed on September 26, 2014.)
10.30
Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
10.31
Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)
10.32
Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November
6, 2017.)
10.33
Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as
of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The
Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various
purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)
Table of Contents
Index to Financial Statements
146
10.34
Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of
April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the
various purchaser groups from time to time party thereto, as amended. (Incorporated by
reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 27, 2020 filed on August 4, 2020.)
10.35
Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)
10.36
Amendment No. 7 dated as of October 20, 2021 to Receivables Purchase Agreement, dated
as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent
and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 21, 2021.)
10.37
Amendment No. 8 dated as of December 15, 2022 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (Incorporated by
reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 filed on February 21, 2023.)
10.38
Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase Agreement
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank
of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to
time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and
among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as
buyer. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)
10.39
Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase Agreement
dated as of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as
seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser
groups from time to time party thereto and Receivables Sales Agreement, dated as of April
17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as
buyer. (Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q
for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)
10.40
Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our
wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on April 19, 2013.)
10.41
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.)
10.42
Form of Registration Rights Agreement by and between us and KKR Hawaii Aggregator
L.P. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
January 29, 2025.)
19.1
Henry Schein, Inc. Insider Trading Policy (amended and restated as of January 1, 2025)+
21.1
List of our Subsidiaries.+
Table of Contents
Index to Financial Statements
147
23.1
Consent of BDO USA, P.C.+
31.1
Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.+
31.2
Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.+
32.1
Certification of our Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.+
97.1
Henry Schein, Inc. Dodd-Frank Clawback Policy, effective as of December 1, 2023.
(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.)**
99.1
Amendment No. 9 dated as of December 20, 2023 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (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.)
99.2
Amendment No. 10 dated as of February 23, 2024 to Receivables Purchase Agreement,
dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as
agent and the various purchaser groups from time to time party thereto. (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.)
99.3
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.)
99.4
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.+
101.INS
Inline XBRL Instance Document - the instance document does not appear
in the
Interactive Data File because its XBRL tags are embedded within the Inline
XBRL
document.+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
104
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K for the year ended
December 28, 2024,
formatted in Inline XBRL (included within Exhibit 101
attachments).+
_________
+
Filed or furnished herewith.
**
Indicates management contract or compensatory plan or agreement.
Table of Contents
Index to Financial Statements
148
ITEM 16.
Form 10-K Summary
None.
Table of Contents
Index to Financial Statements
149
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Henry Schein, Inc.
By: /s/ STANLEY M. BERGMAN
Stanley M. Bergman
Chairman and Chief Executive Officer
February 25, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature
Capacity
Date
/s/ STANLEY M. BERGMAN
Chairman, Chief Executive Officer
February 25, 2025
Stanley M. Bergman
and Director (principal executive officer)
/s/ RONALD N. SOUTH
Senior Vice President, Chief
Financial Officer
February 25, 2025
Ronald N. South
(principal financial and accounting officer)
/s/ MARK E. MLOTEK
Executive Vice President,
Chief Strategic Officer, and
February 25, 2025
Mark E. Mlotek
Director
/s/ MOHAMAD ALI
Director
February 25, 2025
Mohamad Ali
/s/ DEBORAH DERBY
Director
February 25, 2025
Deborah Derby
/s/ CAROLE T. FAIG
Director
February 25, 2025
Carole T. Faig
/s/ JOSEPH L. HERRING
Director
February 25, 2025
Joseph L. Herring
/s/ ROBERT J. HOMBACH
Director
February 25, 2025
Robert J. Hombach
/s/ KURT P.
KUEHN
Director
February 25, 2025
Kurt P.
Kuehn
/s/ PHILIP A. LASKAWY
Director
February 25, 2025
Philip A. Laskawy
/s/ ANNE H. MARGULIES
Director
February 25, 2025
Anne H. Margulies
/s/ CAROL RAPHAEL
Director
February 25, 2025
Carol Raphael
/s/ SCOTT SEROTA
Director
February 25, 2025
Scott Serota
/s/ BRADLEY T. SHEARES,
PH.D.
Director
February 25, 2025
Bradley T. Sheares,
Ph.D.
/s/ REED V.
TUCKSON, M.D., FACP
Director
February 25, 2025
Reed V.
Tuckson, M.D., FACP