Henry Schein Annual Report 2019

FY2019 Annual Report · Henry Schein

Loading PDF…

We enable dental and medical customers
to operate more efficiently, so they can focus
on providing quality care to their patients.

A N N U A L R E P O R T 2 0 1 9

A MESSAGE FROM THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

To My Fellow Stakeholders,

Fiscal 2019 was a remarkable
and transformative year for Henry
Schein. Not only did we deliver solid
financial results, we further enhanced
our business model in support of
our 2018 to 2020 strategic plan,
including the spin-off of our global
Animal Health business, which
merged with Vets
First Choice to form a
new and independent
publicly traded
company, Covetrus.
These accomplishments
set the stage for the
next phase of growth
in fast-evolving markets
where we believe
our high-touch,
consultative approach
is a compelling
competitive advantage.

With a sharpened focus
on our dental and
medical customers, we invested in
our business including the continued
advancement of Henry Schein
One, which offers excellent dental
software solutions to help customers
communicate with patients and
drive traffic to the practice. Although
Henry Schein One’s offerings provide
benefit for all dental practices, they
resonate with particular strength
among larger practices and dental
service organizations.

At our core, Henry Schein is a
solutions company powered by a
network of people and technology.
When we ask our customers to
Rely on Us, we make a promise
to put the power of our network
of trusted advisors to work for
our customers by providing
information, education, and advice
on more than 300 Business, Clinical,
Technology, and Supply Chain
Solutions. We enable dental and
medical customers to operate
more efficiently, so they can focus
on providing quality care to their
patients.

The business of health care is
characterized by relentless change,
yet our commitment to delivering
a powerful network of resources

remains constant. We are a large,
global organization, yet we are
nimble in providing and fine-tuning
a mix of value-added products
and services that also support our
corporate financial objectives.

2019 Operational Results

Our global dental and medical
businesses continued to generate

solid growth in 2019.
Operationally, we
delivered net sales of
$10.0 billion, up 6.0%
compared with 2018, with
3.5% internal growth in
local currencies when
excluding sales to
Covetrus. GAAP diluted
EPS for 2019 increased
67.5% and non-GAAP
diluted EPS growth was
10.7%* year-over-year on
a continuing operations
basis. We spent $525.0
million to repurchase

shares of our common stock
through the end of 2019, reflecting
our confidence in the strength of
our business and our commitment
to delivering shareholder value.
Our balance sheet remains healthy
with 2019 operating cash flow from
continuing operations of $820.5
million versus $451.0 million in the
prior year.

In 2019, we completed 10 majority
owned strategic transactions in
our dental and medical businesses
as we continued to expand our
geographic presence and enhance
our product offering. Together,
these companies had trailing
12-month revenue at the time
of purchase of approximately
$350 million. Through these
transactions we entered the Nordic
dental market and expanded our
dental business in China. We also
broadened our medical solutions
offering serving the defense and
public-safety markets, enhanced
our technology offering with
patient communication software,
and established a software
presence in Italy. To complement
organic growth initiatives, going
forward we plan to focus M&A

activities on high-margin product
and services opportunities for both
dental and medical specialties, as
well as dental software.

Our Strategic Plan

Henry Schein’s long-standing
commitment to business innovation
for the benefit of our customer
positions us well for continued
success in the health care markets
we serve. We have significant
opportunities to allocate capital
in support of our 2018 to 2020
strategic plan and beyond. These
opportunities are focused on three
main areas:

• Distribution: with expansion in our
core dental and medical businesses
as we continue to build and benefit
from scale, and expand into new
geographies;

• Value-added Services: advancing
our solutions, services, and support
for customers with a constantly
evolving and robust offering; and

• Partnerships: with a broad set of
manufacturers including new product
categories, as well as building the
higher-margin Henry Schein brand.

As an example, we are expanding the
market opportunity for general dental
practitioners with new products while
supporting dental specialties such as
orthodontics, endodontics, and oral
surgery. Our commitment to digital
technologies and to advancing the
conversion of the dental office from
analog to digital will only increase.

The markets we serve have always
been competitive, yet dental and
medical practices value Henry
Schein’s full-service model and
the breadth of our offerings.
Product pricing for equipment
and consumable products reflects
innovation, and less innovative
products are declining in price
while new ones, with greater
margin opportunity, make their
way to market.

A Commitment to Environmental,
Social Progress, and Governance

Our strategic plan embraces
a strong engagement with all
key stakeholders including our

communities, Team Schein
Members, suppliers, customers, and
investors. We believe this collective
engagement and building of trust
has a direct impact on our long-term
success. We are a company with a
“higher ambition.” We firmly believe
that balancing our social purpose
with our long-term financial goals
will drive sustainable success,
while also making a positive
difference in the world.

This past year we made significant
advancements to further integrate
our environmental, social, and
governance (ESG) work into all
aspects of our business, and
strengthen our ESG data collection
and reporting. Our work is
consistent with growing stakeholder
interest in this topic and increasing
consciousness of the importance of
ESG. Among our accomplishments
in 2019 were the completion of a
comprehensive data gap analysis
to benchmark Henry Schein against
leading ESG global reporting
standards, and the formal adoption
of the oversight of Henry Schein’s
ESG work by our Board of Directors.
Based on our data gap analysis,
we are focusing on key areas
of opportunity to continue to
adopt best practices including
workplace safety, diversity and
inclusion, employee training and
development, climate change
and carbon emissions, waste
management and recycling,
community engagement and
access to care, and supply chain
sustainability. Continued data
collection, transparency, and
monitoring will remain central
to our ESG strategy, with these
functions beginning to be woven
into standard operations of our
functional business departments.
Our work in this area is
described in greater detail in our
forthcoming 2019 Corporate Social
Responsibility Report. Going
forward, our ESG journey will
continue to deepen in furtherance
of our purpose-driven philosophy
of supporting our people,
protecting our planet, and making
a positive difference in society.

A Safer World through Pandemic
Preparedness and Response

As I write this letter, there is
growing uncertainty and fear about
the novel coronavirus (COVID-
19), which emerged late last year.
Henry Schein has a long history as
a thought leader, problem solver,
and catalyst of public-private
partnerships to address pressing
and complex global health issues,
specifically infection control. We
have contributed our expertise and
supply-chain leadership, along with
our extensive network of supplier
partners, health professionals, and
international organizations to catalyze
a public-private collaboration called
the Pandemic Supply Chain Network
(PSCN). Henry Schein serves as a
co-founder of PSCN along with the
World Health Organization, the UN
World Food Programme, the World
Bank, UNICEF, the U.S. Centers for
Disease Control and Prevention,
and the World Economic Forum.
The PSCN works to accelerate the
delivery of critical supplies to frontline
health professionals by providing
market visibility, needs planning,
production capacities, and risk
forecasting for health care supplies.
We have worked to send donations
of critical health care products
to enable these organizations to
respond swiftly to emergencies, and
to deliver supplies where they are
needed. We view our leadership in
developing innovative approaches
to pandemic preparedness and
response as an important pathway to
most effectively serve our customers
and to make a critical contribution
to society. The COVID-19 pandemic
is an unprecedented situation that
is unfolding day by day. We cannot
predict how long this situation will
last. First and foremost, our priority
is the health and well-being of
our Team Schein Members, our
customers, and our communities.
We are also focused on maintaining
a strong balance sheet and financial
flexibility. While financial markets will
react to this pandemic, sometimes
with unpredictable fluctuations,
we remain focused on business
execution. We look ahead to the

many long-term opportunities in our
business and we will invest and make
decisions that are in the interest of
our long-term strategic plan.

Looking to the Future
As we develop and execute
our strategic plan, the customer
experience will continue to be
critically important. Listening to our
customers and developing solutions
to address their challenges and
achieve their goals has enabled
us to deliver a valuable customer
experience. We will continue to
listen closely.

Henry Schein looks to the future
from a position of strength. We are
delivering on our business goals and
our corporate strategy. We believe
our supplier partners and customers
will continue to choose Henry Schein
as they rely on our high-touch,
consultative sales model that is built
upon education, service and support,
software and innovation, and strong
customer relationships.

Our consistent track record in
delivering solid operating results,
along with our pipeline of future
growth initiatives, position us well to
execute on the many opportunities
we have before us. Thank you
for your continued confidence
in Henry Schein and for your
shared belief in our purpose-
driven strategy. I would also like
to thank every member of Team
Schein across the globe for their
commitment to our success.

Sincerely,

Stanley M. Bergman

Chairman of the Board
and Chief Executive Officer

March 2020

Forward-looking statements made in this report
are subject to the reservations specified in the
Safe Harbor statement noted in the Company’s
Form 10-K filing.

* See reconciliation of GAAP and non-GAAP
measures on page 4.

Year Ended
December 28,
2019

Year Ended
December 29,
2018

Year Ended
December 30,
2017

(in thousands, except per share data)

Operating income from continuing operations
Operating margin from continuing operations

$ 718,261
7.2%

$ 600,617
6.4%

$ 669,761
7.5%

Adjustments:

Restructuring costs (1)
Litigation settlement (2)

Adjusted operating income
from continuing operations

Adjusted operating margin
from continuing operations

$
$

14,705
--

$ 54,367
$ 38,488

--
5,325

$ 732,966

$ 693,472

$ 675,086

7.3%

7.4%

7.6%

Net income from continuing operations attributable
to Henry Schein, Inc.:

$ 700,691

$ 430,717

$ 293,172

Adjustments, net of tax:

Restructuring costs (1)

Litigation settlement (2)

11,029

$ 40,775

$ 28,866

3,195

Net (Gain) loss on sale of equity investments (3)

$ (186,769)

17,636

Transitional tax on repatriated
Foreign earnings (4)

Deferred tax adjustment (5)

One-time tax charge for Henry Schein One

legal entity reorganization (6)

Tax credit (net of noncontrolling interest from
international legal entity reorganization) (7)

One-time tax for Animal Health
legal entity reorganization (8)

Tax credit related to
Animal Health spin-off (9)

Adjusted net income from continuing
operations attributable to Henry Schein, Inc.:

Diluted earnings per share from continuing
operations attributable to Henry Schein, Inc.:

Adjusted diluted earnings per share from continuing
operations attributable to Henry Schein, Inc.:

Diluted weighted-average
common shares outstanding:

$ (10,000)

$ 140,000

2,952

3,914

$ (10,649)

3,135

(1,333)

$ 523,618

$ 486,758

$ 456,955

4.69

3.51

2.80

3.17

1.85

2.89

149,257

153,707

158,208

NON-GAAP DISCLOSURES
The following table sets forth, for the applicable periods, a reconciliation of accounting
principles generally accepted in the United States (“GAAP”) operating income, net income
from continuing operations attributable to Henry Schein, Inc., and diluted earnings per share
from continuing operations adjusted to reflect the effects of restructuring costs, litigation
settlements, and other adjustments.
USE OF NON-GAAP MEASURES
The information in the table includes financial measures that are not calculated and
presented in accordance with GAAP. The table reconciles differences between each of
operating income from continuing operations, net income from continuing operations
attributable to Henry Schein, Inc., and diluted earnings per share from continuing operations
attributable to Henry Schein, Inc., each as presented in accordance with GAAP, and
comparable non-GAAP amounts as adjusted to eliminate the effect of the items listed below.
We eliminated the effect of the items listed below to assist in evaluating the underlying
operational performance of our business, excluding such costs, over the periods presented.
Management believes that non-GAAP financial measures provide investors with useful
supplemental information about the financial performance of our business, enable
comparison of financial results between periods where certain items may vary independent
of business performance and allow for greater transparency with respect to key metrics used
by management in operating our business. These non-GAAP financial measures are presented
solely for informational and comparative purposes and should not be regarded as a
replacement for corresponding, similarly captioned, GAAP measures.
NOTES
1) During 2019, we recorded restructuring costs of $14.7 million pre-tax ($11.0 million net
of tax). During 2018, we recorded restructuring costs of $54.4 million pre-tax ($40.8
million net of tax). The effect that these charges had on earnings per diluted share
from continuing operations attributable to Henry Schein, Inc. was ($0.07) and ($0.27),
respectively.

(2) Represents a 2018 pre-tax charge of $38,488 related to a litigation settlement, resulting
in a net after tax charge of $28,866. Represents a 2017 pre-tax charge of $5,325 related
to a litigation settlement, resulting in a net after tax charge of $3,195. The effect that
these charges had on earnings per diluted share from continuing operations attributable
to Henry Schein, Inc. was ($0.19) and ($0.02), respectively.

(3) Represents a gain on sale net of tax in 2019 of our equity investment in Hu-friedy Mfg.

Co., LLC, along with certain other equity investments. Represents a loss on divestiture in
2017 of an equity ownership in E4D Technologies. The effect that these transactions had
on earnings per diluted share from continuing operations attributable to Henry Schein,
Inc. was $1.25 and ($0.11), respectively.

(4) Represents a 2018 net credit of $10,000 related to a change in the estimate of the
transition tax on deemed repatriated foreign earnings. Represents a 2017 one-time
charge of $140,000 related to an estimate of the transitional tax on deemed repatriated
foreign earnings. The effect that these credits/charges had on earnings per diluted share
from continuing operations attributed to Henry Schein, Inc. was $0.07 and ($0.88),
respectively.

(5) Represents a 2017 one-time charge of $2,952 for the revaluation of deferred taxes

associated with U.S. tax reform legislation. The effect that this charge had on earnings
per diluted share from continuing operations attributed to Henry Schein, Inc. was ($0.02).

(6) Represents a 2018 one-time charge of $3,914 to income tax expense as a result of a

reorganization of legal entities related to forming Henry Schein One. The effect that this
charge had on earnings per diluted share from continuing operations attributed to
Henry Schein, Inc. was ($0.03).

(7) Represents a $10,649 effect on income resulting from an income tax credit of $13,852, net
of noncontrolling interest of $3,203, originating from a legal entity reorganization outside
the United States. The effect that this credit had on earnings per diluted share from
continuing operations attributed to Henry Schein, Inc. was $0.07.

(8) Represents a 2018 one-time charge of $3,135 to income tax expense as a result of a

reorganization of legal entities completed in preparation for the Animal Health spin-off.
The effect that this charge had on earnings per diluted share from continuing operations
attributed to Henry Schein, Inc. was ($0.02).

(9) Represents a change in estimate to income tax expense as a result of a reorganization of

legal entities completed in preparation for the Animal Health spin-off, which was completed
on February 7, 2019. The effect this change had on earnings per diluted share from continuing
operations attributed to Henry Schein, Inc. was $0.01.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

11-3136595
(I.R.S. Employer Identification No.)

135 Duryea Road
Melville, New York
(Address of principal executive offices)
11747
(Zip Code)
(631) 843-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
HSIC

Title of each class
Common Stock, par value $.01 per share

Name of each exchange on which registered
The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES: ☒ NO: ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES: ☐ NO: ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES: ☒ NO: ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
YES: ☒ NO: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: ☒ Accelerated filer: ☐ Non-accelerated filer: ☐
Emerging growth company: ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES: ☐ NO: ☒
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing
sales price as quoted on the Nasdaq Global Select Market on June 29, 2019, was approximately $10,236,712,000.
As of February 14, 2020, there were 143,390,505 shares of registrant’s Common Stock, par value $.01 per share, outstanding.

Smaller reporting company: ☐

Documents Incorporated by Reference:
Portions of the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the
fiscal year (December 28, 2019) are incorporated by reference in Part III hereof.

TABLE OF CONTENTS

Page
Number

PART I.

ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.

Business ..............................................................................................................................................................................................................................
Risk Factors ........................................................................................................................................................................................................................
Unresolved Staff Comments ...............................................................................................................................................................................................
Properties ............................................................................................................................................................................................................................
Legal Proceedings ..............................................................................................................................................................................................................
Mine Safety Disclosures .....................................................................................................................................................................................................

3
21
38
39
40
44

PART II

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities ...........................................................................................................................................................................

Selected Financial Data ......................................................................................................................................................................................................
Management's Discussion and Analysis of Financial Condition

and Results of Operations ....................................................................................................................................................................................................

Quantitative and Qualitative Disclosures About Market Risk ............................................................................................................................................
Financial Statements and Supplementary Data ..................................................................................................................................................................
Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure .....................................................................................................................................................................................................

Controls and Procedures .....................................................................................................................................................................................................
Other Information ...............................................................................................................................................................................................................

ITEM 10.
ITEM 11.
ITEM 12.

Directors, Executive Officers and Corporate Governance .................................................................................................................................................
Executive Compensation ....................................................................................................................................................................................................
Security Ownership of Certain Beneficial Owners and Management

149
149

and Related Stockholder Matters ........................................................................................................................................................................................

Certain Relationships and Related Transactions, and Director Independence ....................................................................................................................
Principal Accounting Fees and Services .............................................................................................................................................................................

45
48

50
82
84

145
145
149

150
150
150

ITEM 6.
ITEM 7.

ITEM 7A.
ITEM 8.
ITEM 9.

ITEM 9A.
ITEM 9B.

PART III

ITEM 13.
ITEM 14.

PART IV.

ITEM 15.
ITEM 16.

Exhibits, Financial Statement Schedules ............................................................................................................................................................................
Form 10-K Summary ..........................................................................................................................................................................................................
Signatures ...........................................................................................................................................................................................................................

150
158
159

Table of Contents

ITEM 1. Business

General

PART I

We believe we are the world’s largest provider of health care products and services primarily to office-based dental
and medical practitioners. We serve more than 1 million customers worldwide including dental practitioners and
laboratories and physician practices, as well as government, institutional health care clinics and other alternate care
clinics. We believe that we have a strong brand identity due to our more than 87 years of experience distributing
health care products.

We are headquartered in Melville, New York, employ more than 19,000 people (of which approximately 9,400 are
based outside the United States) and have operations or affiliates in 31 countries, including the United States,
Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech Republic, France, Germany, Hong Kong SAR,
Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia, the Netherlands, New Zealand, Poland, Portugal,
Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United Arab Emirates and the United Kingdom.

We offer a comprehensive selection of products and services and value-added solutions for operating efficient
practices and delivering high quality care. We operate through a centralized and automated distribution network
with a selection of more than 120,000 branded products and Henry Schein private brand products in stock, as well
as more than 180,000 additional products available as special order items. We also offer our customers exclusive,
innovative technology solutions, including practice management software and e-commerce solutions, as well as a
broad range of financial services.

We have established over 3.5 million square feet of space in 29 strategically located distribution centers around the
world to enable us to better serve our customers and increase our operating efficiency. This 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’ needs. Our infrastructure also allows us to provide
convenient ordering and rapid, accurate and complete order fulfillment.

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.

The health care distribution reportable segment aggregates our global dental and medical operating segments. This
segment distributes consumable products, small equipment, laboratory products, large equipment, equipment repair
services, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control
products and vitamins. Our global dental group serves office-based dental practitioners, dental laboratories, schools
and other institutions. Our global medical group serves office-based medical practitioners, ambulatory surgery
centers, other alternate-care settings and other institutions.

Our global technology and value-added services group provides software, technology and other value-added
services to health care practitioners. Our technology group offerings include practice management software
systems for dental and medical practitioners. Our value-added practice solutions include financial services on a
non-recourse basis, e-services, practice technology, network and hardware services, as well as continuing education
services for practitioners.

Spin-Off of Henry Schein Animal Health Business

Table of Contents

In connection with the Separation, we contributed, assigned and transferred to Covetrus certain applicable assets,
liabilities and capital stock or other ownership interests relating to the Henry Schein Animal Health Business. On
the Distribution Date, we received a tax-free distribution of $1,120 million from Covetrus pursuant to certain debt
financing incurred by Covetrus. On the Distribution Date and prior to the Animal Health Spin-off, Covetrus issued
shares of Covetrus common stock to certain institutional accredited investors (the “Share Sale Investors”) for
$361.1 million (the “Share Sale”). The proceeds of the Share Sale were paid to Covetrus and distributed to us.
Subsequent to the Share Sale, we distributed, on a pro rata basis, all of the shares of the common stock of Covetrus
held by us to our stockholders of record as of the close of business on January 17, 2019 (the “Animal Health Spin-
off”). After the Share Sale and Animal Health Spin-off, Merger Sub consummated the Merger whereby it merged
with and into Vets First Choice, with Vets First Choice surviving the Merger as a wholly owned subsidiary of
Covetrus. Immediately following the consummation of the Merger, on a fully diluted basis, (i) approximately 63%
of the shares of Covetrus common stock were (a) owned by our stockholders and the Share Sale Investors, and (b)
held by certain employees of the Henry Schein Animal Health Business (in the form of certain equity awards), and
(ii) approximately 37% of the shares of Covetrus common stock were (a) owned by stockholders of Vets First
Choice immediately prior to the Merger, and (b) held by certain employees of Vets First Choice (in the form of
certain equity awards). After the Separation and the Merger, we no longer beneficially owned any shares of
Covetrus common stock and, following the Distribution Date, will not consolidate the financial results of Covetrus
for the purpose of our financial reporting. Following the Separation and the Merger, Covetrus was an independent,
publicly traded company on the Nasdaq Global Select Market.

In connection with the completion of the Animal Health Spin-off, we entered into a transition services agreement
with Covetrus under which we have agreed to provide certain transition services for up to twenty-four months in
areas such as information technology, finance and accounting, human resources, supply chain, and real estate and
facility services.

Industry

The health care products distribution 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 group practices
or service organizations ranging in size from a few practitioners to a large number of practitioners who have
combined or otherwise associated their practices.

Due in part to the inability of office-based health care practitioners to store and manage large quantities of supplies
in their offices, the distribution of health care supplies and small equipment to office-based health care practitioners
has been characterized by frequent, small quantity orders, and a need for rapid, reliable and substantially complete
order fulfillment. The purchasing decisions within an office-based health care practice are typically made by the
practitioner or an administrative assistant. Supplies and small equipment are generally purchased from more than
one distributor, with one generally serving as the primary supplier.

The health care products distribution industry continues to experience growth due to the aging population,
increased health care awareness, the proliferation of medical technology and testing, new pharmacology treatments
and expanded third-party insurance coverage, partially offset by the effects of unemployment on insurance
coverage. In addition, the physician market continues to benefit from the shift of procedures and diagnostic testing
from acute care settings to alternate-care sites, particularly physicians’ offices.

We believe that consolidation within the industry will continue to result in a number of distributors, particularly
those with limited financial, operating and marketing resources, seeking to combine with larger companies that can
provide growth opportunities. This consolidation also may continue to result in distributors seeking to acquire
companies that can enhance their current product and service offerings or provide opportunities to serve a broader
customer base.

Table of Contents

In recent years, the health care industry has increasingly focused on cost containment. This trend has benefited
distributors capable of providing a broad array of products and services at low prices. It also has accelerated the
growth of 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. We believe that the trend towards cost containment has the potential
to favorably affect demand for technology solutions, including software, which can enhance the efficiency and
facilitation of practice management.

Competition

The distribution and manufacture of health care supplies and equipment is highly competitive. Many of the health
care distribution products we sell are available to our customers from a number of suppliers. In addition, our
competitors could obtain exclusive rights from manufacturers to market particular products. Manufacturers also
could seek to sell directly to end-users, and thereby eliminate or reduce our role and that of other distributors.

In North America, we compete with other distributors, as well as several manufacturers, of dental and medical
products, primarily on the basis of price, breadth of product line, customer service and value-added products and
services. In the dental market, our primary competitors are the Patterson Dental division of Patterson Companies,
Inc. and Benco Dental Supply Company. In addition, we compete against a number of other distributors that
operate on a national, regional and local level. Our primary competitors in the medical market are McKesson
Corporation and Medline Industries, Inc., which are national distributors. We also compete against a number of
regional and local medical distributors, as well as a number of manufacturers that sell directly to physicians. With
regard to our dental practice management software, we compete against numerous companies, including
Carestream Health, Inc. and the Patterson Dental division of Patterson Companies, Inc. The medical practice
management and electronic medical records market is very fragmented and we compete with numerous companies
such as the NextGen division of Quality Systems, Inc., eClinicalWorks and Allscripts Healthcare Solutions, Inc.

We also face significant competition internationally, where we compete on the basis of price and customer service
against several large competitors, including the GACD Group, Pluradent AG & Co., Lifco AB, Planmeca Oy,
Billericay Dental Supply Co. Ltd., as well as a large number of dental and medical product distributors and
manufacturers in Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech Republic, France, Germany,
Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia, the Netherlands, New
Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United Arab Emirates
and the United Kingdom.

Significant price reductions by our competitors could result in a similar reduction in our prices. Any of these
competitive pressures may materially adversely affect our operating results.

Competitive Strengths

We have more than 87 years of experience in distributing products to health care practitioners resulting in strong
awareness of the Henry Schein® brand. Our competitive strengths include:

A focus on meeting our customers’ unique needs. We are committed to providing customized solutions to our
customers that are driven by our understanding of the market and reflect the technology-driven products and
services best suited for their practice needs.

Direct sales and marketing expertise. Our sales and marketing efforts are designed to establish and solidify
customer relationships through personal visits by field sales representatives, frequent direct marketing and telesales
contact, emphasizing our broad product lines, including exclusive distribution agreements, competitive prices and
ease of order placement. The key elements of our direct sales and marketing efforts are:

Table of Contents

• Field sales consultants. We have over 3,650 field sales consultants, including equipment sales specialists,
covering major North American, European and other international markets. These consultants complement
our direct marketing and telesales efforts and enable us to better market, service and support the sale of
more sophisticated products and equipment.

• Direct marketing. During 2019, we distributed approximately 30 million pieces of direct marketing

material, including catalogs, flyers, order stuffers and other promotional materials to existing and potential
office-based health care customers.

• Telesales. We support our direct marketing effort with approximately 2,000 inbound and outbound

telesales representatives, who facilitate order processing, generate new sales through direct and frequent
contact with customers and stay abreast of market developments and the hundreds of new products,
services and technologies introduced each year to educate practice personnel.

• Electronic commerce solutions. We provide our customers and sales teams with innovative and

competitive Internet, PC and mobile e-commerce solutions.

• Social media. Our operating entities and employees engage our customers and supplier partners through

various social media platforms.

Broad product and service offerings at competitive prices. We offer a broad range of products and services to our
customers, at competitive prices, in the following categories:

• Consumable supplies and equipment. We offer over 120,000 Stock Keeping Units, or SKUs, to our

customers. We offer over 180,000 additional SKUs to our customers in the form of special order items.

• Technology and other value-added products and services. We sell practice management software systems
to our dental and medical customers. Our practice management solutions provide practitioners with
electronic medical records, patient treatment history, billing, accounts receivable analyses and
management, appointment calendars, electronic claims processing and word processing programs, network
and hardware services, transition services and training and education programs for practitioners. We have
approximately 800 technical representatives supporting customers using our practice management
solutions. As of December 28, 2019, we had an active user base of approximately 83,600 practices,
including users of Dentrix® Dental Systems, Dentrix® Enterprise, Dentrix® Dental VisionTM, Dentrix
Ascend®, Easy Dental®, OasisTM, Evolution® and EXACT®, Gesden®, Julie®Software, Power Practice®
Px, AxiUmTM, EndoVision®, PerioVision®, OMSVision® and Viive® for dental practices; and
MicroMD® for physician practices.

• Repair services. We have over 170 equipment sales and service centers worldwide that provide a variety of
repair, installation and technical services for our health care customers. Our over 2,000 technicians provide
installation and repair services for: dental handpieces; dental and medical small equipment; table top
sterilizers; and large dental equipment.

• Financial services. We offer our customers solutions in operating their practices more efficiently by

providing access to a number of financial services and products provided by third party vendors (including
non-recourse financing for equipment, technology and software products; non-recourse patient financing;
collection services and credit card processing) at rates that we believe are generally lower than what our
customers would be able to secure independently. We also provide consulting services, dental practice
valuation and brokerage services.

Commitment to superior customer service. We maintain a strong commitment to providing superior customer
service. We frequently monitor our customer service through customer surveys, focus groups and statistical
reports. Our customer service policy primarily focuses on:

Table of Contents

• Exceptional order fulfillment. We ship an average of approximately 124,000 cartons daily. Approximately
99% of items ordered are shipped without back ordering and are shipped on the same business day the
order is received.

• Streamlined ordering process. Customers may place orders 24 hours a day, 7 days a week by mail, fax,

telephone, e-mail, Internet and by using our computerized order entry systems.

Integrated management information systems. Our information systems generally allow for centralized management
of key functions, including accounts receivable, inventory, accounts payable, payroll, purchasing, sales and order
fulfillment. These systems allow us to manage our growth, deliver superior customer service, properly target
customers, manage financial performance and monitor daily operational statistics.

Cost-effective purchasing. We believe that cost-effective purchasing is a key element to maintaining and enhancing
our position as a competitive-pricing 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. In 2019,
our top 10 health care distribution suppliers and our single largest supplier accounted for approximately 31% and
6%, respectively, of our aggregate purchases.

Efficient distribution. We distribute our products from our strategically located distribution centers. We strive to
maintain optimal inventory levels in order to satisfy customer demand for prompt delivery and complete order
fulfillment. These inventory levels are managed on a daily basis with the aid of our management information
systems. Once an order is entered, it is electronically transmitted to the distribution center nearest the customer’s
location and a packing slip for the entire order is printed for order fulfillment.

Products

The following table sets forth the percentage of consolidated net sales by principal categories of products offered
through our health care distribution and technology reportable segments:

December 28,

December 29,

2019

2018

December 30,
2017

Health care distribution:
Dental products (1) ..............................................................................................................................................................................................
64.2 %
Medical products (2) ............................................................................................................................................................................................
29.8
94.0

Total health care distribution ..........................................................................................................................................................................

68.1 %
28.1
96.2

67.4 %
28.3
95.7

Technology and value-added services:

Software and related products and .......................................................................................................................................................................

other value-added products (3) .............................................................................................................................................................................

5.2
Total excluding Corporate TSA revenues .........................................................................................................................................................
99.2
Corporate TSA revenues (4) .................................................................................................................................................................................
0.8
Total ................................................................................................................................................................................................................
100.0

3.8
100.0
-
100.0

4.3
100.0
-
100.0

(1) 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, equipment repair and
high-tech and digital restoration equipment.

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

equipment and vitamins.

(3) 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 services.

(4) Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in

connection with the Animal Health spin-off, which we expect to continue through August 2020.

Table of Contents

Business Strategy

Our objective is to continue to expand as a global value-added provider of health care products and services to
office-based dental and medical practitioners. To accomplish this, we will apply our competitive strengths in
executing the following strategies:

• Increase penetration of our existing customer base. We have over 1 million customers worldwide and we

intend to increase sales to our existing customer base and enhance our position as their primary supplier.

• Increase the number of customers we serve. This strategy includes increasing the number and productivity
of field sales consultants, as well as using our customer database to focus our marketing efforts in all of our
operating segments. In the dental business, we provide products and services to traditional dental practices
as well as new emerging segments, such as dental service organizations and community health centers.
Leveraging our broad array of assets and capabilities, we offer solutions to address these new markets. In
the medical business, we have expanded to serve customers located in settings outside of the traditional
office, such as urgent care clinics, retail and occupational health settings. As settings of health care 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. We continue to increase cross-selling efforts for key
product lines utilizing a consultative selling process. In the dental business, we have significant cross-
selling opportunities between our dental practice management software users and our dental distribution
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 core products and electronic
health record and practice management software. Our strategy extends to providing health systems,
integrated delivery networks and other large group and multi-site health care organizations, that include
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.

• Pursue strategic acquisitions and joint ventures. Our acquisition strategy includes acquiring businesses
and entering into joint ventures complementary to ours that will provide, among other things, additional
sales to be channeled through our existing distribution infrastructure, access to additional product lines and
field sales consultants and an opportunity to further expand into new geographic markets.

Markets Served

Demographic trends indicate that our markets are growing, as an aging U.S. population is increasingly using health
care services. Between 2019 and 2029, the 45 and older population is expected to grow by approximately 11%.
Between 2019 and 2039, this age group is expected to grow by approximately 22%. This compares with expected
total U.S. population growth rates of approximately 7% between 2019 and 2029 and approximately 13% between
2019 and 2039.

In the dental industry, there is predicted to be a rise in oral health care expenditures as the 45 and older segment of
the population increases. There is increasing demand for new technologies that allow dentists to increase
productivity, and this is being driven in the U.S. by lower insurance reimbursement rates. At the same time, there is
an expected increase in dental insurance coverage.

We support our dental professionals through the many SKUs that we offer, as well as through important value-
added services, including practice management software, electronic claims processing, financial services and
continuing education, all designed to help maximize a practitioner’s efficiency.

In the medical market, there continues to be a migration of procedures from acute-care settings to physicians’
offices, a trend that we believe provides additional opportunities for us. There also is the continuing use of

Table of Contents

vaccines, injectables and other pharmaceuticals in alternate-care settings. We believe we have established a leading
position as a vaccine supplier to the office-based physician practitioner.

Additionally, we are expanding our dental full-service model and our medical offerings in countries where
opportunities exist. Through our “Schein Direct” program, we also have the capability to provide door-to-door air
package delivery to practitioners in over 190 countries around the world.

For information on revenues and long-lived assets by geographic area, see Note 18 of “Notes to Consolidated
Financial Statements.”

Seasonality and Other Factors Affecting Our Business and Quarterly Results

We experience fluctuations in quarterly earnings. As a result, we may fail to meet or exceed the expectations of
securities analysts and investors, which could cause our stock price to decline.

Our business is subject to seasonal and other quarterly fluctuations. Revenues and profitability generally have been
higher in the third and fourth quarters due to the timing of sales of seasonal products (including influenza vaccine,
equipment and software products), purchasing patterns of office-based health care practitioners and year-end
promotions. Revenues and profitability generally have been lower in the first quarter, primarily due to increased
sales in the prior two quarters. We expect our historical seasonality of sales to continue in the foreseeable future.
Quarterly results may also be materially adversely affected by a variety of other factors, including:

• timing and amount of sales and marketing expenditures;

• timing of pricing changes offered by our suppliers;

• timing of the introduction of new products and services by our suppliers;

• timing of the release of upgrades and enhancements to our technology-related products and services;

• changes in or availability of supplier contracts or rebate programs;

• supplier rebates based upon attaining certain growth goals;

• changes in the way suppliers introduce or deliver products to market;

• costs of developing new applications and services;

• our ability to correctly identify customer needs and preferences and predict future needs and preferences;

• uncertainties regarding potential significant breaches of data security or disruptions of our information

technology systems;

• unexpected regulatory actions, or government regulation generally;

• exclusivity requirements with certain suppliers may prohibit us from distributing competitive products

manufactured by other suppliers;

• loss of sales representatives;

• costs related to acquisitions and/or integrations of technologies or businesses;

• costs associated with our self-insured medical and dental insurance programs;

Table of Contents

• general market and economic conditions, as well as those specific to the health care industry and related

industries;

• our success in establishing or maintaining business relationships;

• unexpected difficulties in developing and manufacturing products;

• product demand and availability or recalls by manufacturers;

• exposure to product liability and other claims in the event that the use of the products we sell results in

injury;

• increases in shipping costs or service issues with our third-party shippers;

• fluctuations in the value of foreign currencies;

• restructuring costs;

• the adoption or repeal of legislation;

• changes in accounting principles; and

• litigation or regulatory judgments, expenses or settlements.

Any change in one or more of these or other factors could cause our annual or quarterly financial results to
fluctuate. If our financial results do not meet market expectations, our stock price may decline.

Governmental Regulations

Operating, Security and Licensure Standards

Certain of our businesses involve the distribution of pharmaceuticals and medical devices, and in this regard we are
subject to various local, state, federal and foreign governmental laws and regulations applicable to the distribution
of pharmaceuticals and medical devices. 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”), and Section 361 of the
Public Health Service Act. We are also subject to comparable foreign regulations.

The FDC Act and similar foreign laws generally regulate the introduction, manufacture, advertising, labeling,
packaging, storage, handling, reporting, marketing 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. 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”), is being phased in over a period of ten years, and is intended to build a national electronic,
interoperable system to identify and trace certain prescription drugs as they are distributed in the United States.
The law’s track and trace requirements applicable to manufacturers, wholesalers, repackagers and dispensers (e.g.,
pharmacies) of prescription drugs took effect in January 2015, and continues to be implemented. The DSCSA
product tracing requirements replace the former FDA drug pedigree requirements and pre-empt certain state
requirements that are inconsistent with, more stringent than, or in addition to, the DSCSA requirements.

Table of Contents

The DSCSA also establishes certain requirements for the licensing and operation of prescription drug wholesalers
and third party logistics providers (“3PLs”), and includes the eventual creation of national wholesaler and 3PL
licenses in cases where states do not license such entities. The DSCSA requires that wholesalers and 3PLs
distribute drugs in accordance with certain standards regarding the recordkeeping, storage and handling of
prescription drugs. The DSCSA requires wholesalers and 3PLs to submit annual reports to the FDA, which include
information regarding each state where the wholesaler or 3PL is licensed, the name and address of each facility and
contact information. According to FDA guidance, states are pre-empted from imposing any licensing requirements
that are inconsistent with, less stringent than, directly related to, or covered by the standards established by federal
law in this area. Current state licensing requirements concerning wholesalers will remain in effect until the FDA
issues new regulations as directed by the DSCSA.

We believe that we are substantially compliant with applicable DSCSA requirements.

The Food and Drug Administration Amendments Act of 2007 and the Food and Drug Administration Safety and
Innovation Act of 2012 amended the FDC Act to require the FDA to promulgate regulations to implement a unique
device identification (“UDI”) system. The UDI rule phased in the implementation of the UDI regulations over
seven years, generally beginning with the highest-risk devices (i.e., Class III medical devices) and ending with the
lowest-risk devices. Most compliance dates were reached as of September 24, 2018, with a final set of
requirements for low risk devices being reached on September 24, 2022, which will complete the phase in. The
UDI regulations require “labelers” to include unique device identifiers (“UDIs”), with a content and format
prescribed by the FDA and issued under a system operated by an FDA-accredited issuing agency, on the labels and
packages of medical devices, and to directly mark certain devices with UDIs. The UDI regulations also require
labelers to submit certain information concerning UDI-labeled devices to the FDA, much of which information is
publicly available on an FDA database, the Global Unique Device Identification Database. The UDI regulations
and subsequent FDA guidance regarding the UDI requirements provide for certain exceptions, alternatives and time
extensions. For example, the UDI regulations include a general exception for Class I devices exempt from the
Quality System Regulation (other than record-keeping requirements and complaint files). Regulated labelers
include entities such as device manufacturers, repackagers, reprocessors and relabelers that cause a device’s label to
be applied or modified, with the intent that the device will be commercially distributed without any subsequent
replacement or modification of the label, and include certain of our businesses.

We believe that we are substantially compliant with applicable UDI requirements.

Under the Controlled Substances Act, as a distributor of controlled substances, we are required to obtain and renew
annually registrations for our facilities from the United States Drug Enforcement Administration (“DEA”)
permitting us to handle controlled substances. We are also subject to other statutory and regulatory requirements
relating to the storage, sale, marketing, handling, reporting, record-keeping and distribution of such drugs, in
accordance with the Controlled Substances Act and its implementing regulations, and these requirements have been
subject to heightened enforcement activity in recent times. We are subject to inspection by the DEA.

Certain of our businesses are also required to register for permits and/or licenses with, and comply with operating
and security standards of, the DEA, the FDA, the United States Department of Health and Human Services, and
various state boards of pharmacy, state health departments and/or comparable state agencies as well as comparable
foreign agencies, and certain accrediting bodies depending on the type of operations and location of product
distribution, manufacturing or sale. These businesses include those that distribute, manufacture and/or repackage
prescription pharmaceuticals and/or medical devices and/or HCT/P products, or own pharmacy operations, or
install, maintain or repair equipment. In addition, Section 301 of the National Organ Transplant Act, and a number
of comparable state laws, impose civil and/or criminal penalties for the transfer of certain human tissue (for
example, human bone products) for valuable consideration, while generally permitting payments for the reasonable
costs incurred in procuring, processing, storing and distributing that tissue. We are also subject to foreign
government regulation of such products. The DEA, the FDA and state regulatory authorities have broad inspection
and enforcement powers, including the ability to suspend or limit the distribution of products by our distribution
centers, seize or order the recall of products and impose significant criminal, civil and administrative sanctions for
violations of these laws and regulations. Foreign regulations subject us to similar foreign enforcement powers.

Table of Contents

In the European Union, the EU Medical Device Regulation No. 2017/745 (“EU MDR”) will apply as of May 26,
2020. The EU MDR significantly modifies and intensifies the regulatory compliance requirements for the medical
device industry as a whole. In particular, the EU MDR imposes stricter requirements for the confirmation that a
product meets the regulatory requirements, including regarding a product’s clinical evaluation and a company’s
quality systems, and for the distribution, marketing and sale of medical devices, including post-market surveillance.
Medical devices that have been assessed and/or certified under the EU Medical Device Directive may continue to
be placed on the market until 2024 (or until the expiry of their certificates, if applicable and earlier); however,
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.

Furthermore, compliance with legal requirements has required and may in the future require us to institute
voluntary recalls of products we sell, which could result in financial losses and potential reputational harm. Our
customers are also subject to significant federal, state, local and foreign governmental regulation.

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.

Certain of our businesses also maintain contracts with governmental agencies and are subject to certain regulatory
requirements specific to government contractors.

Antitrust

The U.S. federal government, most U.S. states and many foreign countries have antitrust laws that prohibit certain
types of conduct deemed to be anti-competitive. Violations of antitrust laws can result in various sanctions,
including criminal and civil penalties. Private plaintiffs also could bring civil lawsuits against us in the United
States for alleged antitrust law violations, including claims for treble damages.

Health Care Fraud

Certain of our businesses are subject to federal and state (and similar foreign) health care fraud and abuse, referral
and reimbursement laws and regulations with respect to their operations. Some of these laws, referred to as “false
claims laws,” prohibit the submission or causing the submission of false or fraudulent claims for reimbursement to
federal, state and other health care payers and programs. Other laws, referred to as “anti-kickback laws,” prohibit
soliciting, offering, receiving or paying remuneration in order to induce the referral of a patient or ordering,
purchasing, leasing or arranging for, or recommending ordering, purchasing or leasing of, items or services that are
paid for by federal, state and other health care payers and programs.

The fraud and abuse laws and regulations have been subject to varying interpretations, as well as heightened
enforcement activity over the past few years, and significant enforcement activity has been the result of “relators”
who serve as whistleblowers by filing complaints in the name of the United States (and if applicable, particular
states) under federal and state false claims laws, and who may receive up to 30% of total government
recoveries. Penalties under fraud and abuse laws may be severe. For example, under the federal False Claims Act,
violations may result in treble damages, plus civil penalties of up to $22,927 per claim, as well as exclusion from
federal health care programs and criminal penalties. Most states have adopted similar state false claims laws, and
these state laws have their own penalties which may be in addition to federal False Claims Act penalties. With
respect to “anti-kickback laws,” violations of, for example, the federal Anti-Kickback Law may result in civil
penalties of up to $102,522 for each violation, plus up to three times the total amount of remuneration offered, paid,
solicited or received, as well as exclusion from federal health care programs and criminal penalties. Notably,
effective October 24, 2018, a new federal anti-kickback law (the “Eliminating Kickbacks in Recovery Act of
2018”) enacted in connection with broader addiction services legislation, may impose criminal penalties for
kickbacks involving clinical laboratory services, regardless of whether the services at issue involved addiction
services, and regardless of whether the services were reimbursed by a federal health care program or by a

Table of Contents

commercial health insurer. Furthermore, the United States Patient Protection and Affordable Care Act as amended
by the Health Care and Education Reconciliation Act, each enacted in March 2010 (the “Health Care Reform
Law”) significantly strengthened the federal False Claims Act and the federal Anti-Kickback Law provisions,
clarifying that a federal Anti-Kickback Law violation can be a basis for federal False Claims Act liability.

With respect to measures of this type, the United States government (among others) has expressed concerns about
financial relationships between suppliers on the one hand and physicians and dentists on the other. As a result, we
regularly review and revise our marketing practices as necessary to facilitate compliance.

We also are subject to certain United States and foreign laws and regulations concerning the conduct of our foreign
operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, German anti-corruption laws
and other anti-bribery laws and laws pertaining to the accuracy of our internal books and records, which have been
the focus of increasing enforcement activity globally in recent years.

Failure to comply with fraud and abuse laws and regulations could result in significant civil and criminal penalties
and costs, including the loss of licenses and the ability to participate in federal and state health care programs, and
could have a material adverse effect on our business. Also, these measures may be interpreted or applied by a
prosecutorial, regulatory or judicial authority in a manner that could require us to make changes in our operations or
incur substantial defense and settlement expenses. Even unsuccessful challenges by regulatory authorities or
private relators could result in reputational harm and the incurring of substantial costs. In addition, many of these
laws are vague or indefinite and have not been interpreted by the courts, and have been subject to frequent
modification and varied interpretation by prosecutorial and regulatory authorities, increasing the risk of
noncompliance.

While we believe that we are substantially compliant with applicable fraud and abuse laws and regulations, and
have adequate compliance programs and controls in place to ensure substantial compliance, we cannot predict
whether changes in applicable law, or interpretation of laws, or changes in our services or marketing practices in
response to changes in applicable law or interpretation of laws, could have a material adverse effect on our
business.

Health Care Reform

The Health Care Reform Law increased federal oversight of private health insurance plans and included a number
of provisions designed to reduce Medicare expenditures and the cost of health care generally, to reduce fraud and
abuse, and to provide access to increased health coverage.

The Health Care Reform Law included a 2.3% excise tax on domestic sales of many medical devices by
manufacturers and importers that was to begin in 2013 and a fee on branded prescription drugs and biologics. The
fee on branded prescription drugs and biologics was implemented in 2011. However, subsequent federal laws had
suspended the imposition of the medical device excise tax, through December 31, 2019, and the Further
Consolidated Appropriations Act, 2020, signed into law on December 20, 2019, has permanently repealed the
medical device excise tax. The Health Care Reform Law has also materially expanded the number of individuals in
the United States with health insurance. The Health Care Reform Law has faced ongoing legal challenges,
including litigation seeking to invalidate some of or all of the law or the manner in which it has been implemented.

Table of Contents

mandate within the Health Care Reform Law requiring that people buy health insurance was unconstitutional,
through the ruling will likely be appealed. The Fifth Circuit remanded the remainder of the case, pertaining to the
viability of the remainder of the Health Care Reform Law, in the absence of the individual mandate, to the District
Court of the Northern District of Texas. Any outcome of these cases that changes the Health Care Reform Law
could have a significant impact on the U.S. healthcare industry. The uncertain status of the Health Care Reform
Law affects our ability to plan.

A Health Care Reform Law provision, generally referred to as the Physician Payment Sunshine Act or Open
Payments Program, 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 and teaching hospitals), and for such manufacturers and distributors and for group purchasing
organizations, with regard to certain ownership interests held by physicians in the reporting entity. The Centers for
Medicare and Medicaid Services (“CMS”) publishes information from these reports on a publicly available website,
including amounts transferred and physician, dentist and teaching hospital identities. Amendments expanded the
law to also require reporting, effective January 1, 2022, of payments or other transfers of value to physician
assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, and certified nurse-
midwives, and this new requirement will be effective for data collected beginning in calendar year 2021.

Under the Physician Payment Sunshine Act, we are required to collect and report detailed information regarding
certain financial relationships we have with covered recipients such as physicians, dentists and teaching hospitals.
We believe that we are substantially compliant with applicable Physician Payment Sunshine Act requirements. The
Physician Payment 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 Physician
Payment Sunshine Act, and some of these state laws, as well as the federal law, can be ambiguous. We are also
subject to foreign regulations requiring transparency of certain interactions between suppliers and their customers.
While we believe we have substantially compliant programs and controls in place to comply with these
requirements, our compliance with these rules imposes additional costs on us.

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, called the Quality Payment
Program, which modifies certain Medicare payments to “eligible clinicians,” including physicians, dentists and
other practitioners. Under MACRA, certain eligible clinicians are required to participate in Medicare through the
Merit-Based Incentive Payment System (“MIPS”) or Advanced Alternative Payment Models (“APMs”). MIPS
generally consolidated three programs (the physician quality reporting system, the value-based payment modifier
and the Medicare electronic health record (“EHR”) program) into a single program in which Medicare
reimbursement to eligible clinicians includes both positive and negative payment adjustments that take into account
quality, promoting interoperability, cost and improvement activities. Advanced APMs generally involve higher
levels of financial and technology risk. The first MIPS performance year was 2017, and the data collected in the
first performance year determines payment adjustments that began January 1, 2019. MACRA standards continue to
evolve, and represent 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 depend on
future regulatory activity and physician activity in the marketplace. MACRA may encourage physicians to move
from smaller practices to larger physician groups or hospital employment, leading to a consolidation of a portion of
our customer base. Although we believe that we are positioned to capitalize on this consolidation trend, there can
be no assurances that we will be able to successfully accomplish this.

As a result of political, economic and regulatory influences, the health care distribution industry in the United
States is under intense scrutiny and subject to fundamental changes. We cannot predict what further reform
proposals, if any, will be adopted, when they may be adopted, or what impact they may have on us.

Recently, there has been increased scrutiny on drug pricing and concurrent efforts to control or reduce drug costs by
Congress, the President and various states including that several related bills have been introduced at the federal
level. Such legislation, if enacted, could have the potential to impose additional costs on our business.

Table of Contents

Regulated Software; Electronic Health Records

The FDA has become increasingly active in addressing the regulation of 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 criteria. On September 27, 2019,
the FDA issued a suite of guidance documents on digital health products, which incorporated applicable Cures Act
standards, including regarding the types of clinical decision support tools and other software that are exempt from
regulation by the FDA as medical devices. Certain of our businesses involve the development and sale of software
and related products to support physician and dental practice management, and it is possible that the FDA or
foreign government authorities could determine that one or more of our products is a medical device, which could
subject us or one or more of our businesses to substantial additional requirements with respect to these products.

In addition, our businesses that involve physician and dental practice management products 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 such information, such as the privacy
and security provisions of the federal Health Insurance Portability and Accountability Act of 1996, as amended, and
implementing regulations (“HIPAA”). HIPAA requires, among other things, the implementation of various
recordkeeping, operational, notice and other practices intended to safeguard that information, limit its use to
allowed purposes and notify individuals in the event of privacy and security breaches. Failure to comply with these
laws and regulations can result in substantial penalties and other liabilities.

In addition, the European Parliament and the Council of the European Union have adopted a new pan-European
General Data Protection Regulation (“GDPR”), effective from May 25, 2018, which increased privacy rights for
individuals in Europe (“Data Subjects”) including individuals who are our customers, suppliers and employees.
The GDPR extended the scope of responsibilities for data controllers and data processors, and generally imposes
increased requirements and potential penalties on companies, such as us, that offer goods or services to Data
Subjects or monitor their behavior (including by companies based outside of Europe). Noncompliance can result in
penalties of up to the greater of EUR 20 million, or 4% of global company revenues. Individual member states may
impose additional requirements and penalties regarding certain matters, such as employee personal data. With
respect to the personal data it protects, the GDPR requires, among other things, company accountability, consents
from Data Subjects or other acceptable legal basis to process the personal data, breach notifications within 72
hours, data integrity and security, and fairness and transparency regarding the storage, use or other processing of
the personal data. The GDPR also provides rights to Data Subjects relating to modification, erasure and
transporting of the personal data. In the United States, the California Consumer Privacy Act (“CCPA”), which
increases the privacy protections afforded California residents and was signed into law on June 28, 2018, 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. The California
Attorney General released proposed CCPA regulations on October 10, 2019, and is required to adopt final
regulations on or before July 1, 2020. In addition to providing for enforcement by the California Attorney General,
the CCPA also provides for a private right of action. Entities in violation of the CCPA may be liable for civil
penalties. 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. While we believe we
have substantially compliant programs and controls in place to comply with the GDPR and CCPA requirements,
our compliance with these measures 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.

Table of Contents

We also sell products and services that health care providers, such as physicians and dentists, use to store and
manage patient medical or dental records. These customers, and we, are subject to laws, regulations and industry
standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of
the privacy and security of those records, and our products may also be used as part of these customers’
comprehensive data security programs, including in connection with their efforts to comply with applicable privacy
and security laws. Perceived or actual security vulnerabilities in our products or services, or the perceived or actual
failure by us or our customers who use our products or services to comply with applicable legal or contractual data
privacy and security requirements, may not only cause us significant reputational harm, but may also lead to claims
against us by our customers and/or governmental agencies and involve substantial fines, penalties and other
liabilities and expenses and costs for remediation.

Various federal initiatives involve the adoption and use by health care providers of certain electronic health care
records systems and processes. The initiatives include, among others, programs that incentivize physicians and
dentists, through Medicare’s MIPS, to use certified EHR technology in accordance with certain evolving
requirements, including regarding quality, promoting interoperability, cost and improvement activities.
Qualification for the MIPS incentive payments requires the use of EHRs that are certified as having certain
capabilities designated in standards adopted by CMS and by the Office of the National Coordinator for Health
Information Technology of the Department of Health and Human Services. These standards have been subject to
change.

Certain of our businesses involve the manufacture and sale of certified EHR systems and other products linked to
MIPS and other incentive programs. In order to maintain certification of our EHR products, we must satisfy these
changing governmental standards. If any of our EHR systems do not meet these standards, yet have been relied
upon by health care providers to receive federal incentive payments, as noted above, we are exposed to risk, such as
under federal health care fraud and abuse laws, including the False Claims Act. For example, on May 31, 2017, the
U.S. Department of Justice announced a $155 million settlement and 5-year corporate integrity agreement
involving a vendor of certified EHR systems, based on allegations that the vendor, by misrepresenting capabilities
to the certifying body, caused its health care provider customers to submit false Medicare and Medicaid claims for
meaningful use incentive payments in violation of the False Claims Act. While we believe we are substantially in
compliance with such certifications and with applicable fraud and abuse laws and regulations, and we have
adequate compliance programs and controls in place to ensure substantial compliance, we cannot predict whether
changes in applicable law, or interpretation of laws, or changes in our practices in response to changes in applicable
law or interpretation of laws, could have a material adverse effect on our business. Moreover, in order to satisfy
our customers, our products may need to incorporate increasingly complex reporting functionality. Although we
believe we are positioned to accomplish this, the effort may involve increased costs, and our failure to implement
product modifications, or otherwise satisfy applicable standards, could have a material adverse effect on our
business.

Other health information standards, such as regulations under HIPAA, establish standards regarding electronic
health data transmissions and transaction code set rules for specific electronic transactions, such as transactions
involving claims submissions to third party payers. Certain of our businesses provide electronic practice
management products that must meet these requirements. Failure to abide by electronic health data transmission
standards could expose us to breach of contract claims, substantial fines, penalties, and other liabilities and
expenses, costs for remediation and harm to our reputation.

Additionally, as electronic medical devices are increasingly connected to each other and to other technology, the
ability of these connected systems safely and effectively to exchange and use exchanged information becomes
increasingly important. For example on September 6, 2017, the FDA issued final guidance to assist industry in
identifying specific considerations related to the ability of electronic medical devices to safely and effectively
exchange and use exchanged information. As a medical device manufacturer, we must manage risks including
those associated with an electronic interface that is incorporated into a medical device.

There may be additional legislative or regulatory initiatives in the future impacting health care.

Table of Contents

E-Commerce

Electronic commerce solutions have become an integral part of traditional health care supply and distribution
relationships. Our distribution business is characterized by rapid technological developments and intense
competition. The continuing advancement of online commerce requires us to cost-effectively adapt to changing
technologies, to enhance existing services and to develop and introduce a variety of new services to address the
changing demands of consumers and our customers on a timely basis, particularly in response to competitive
offerings.

Through our proprietary, technologically based suite of products, we offer customers a variety of competitive
alternatives. We believe that our tradition of reliable service, our name recognition and large customer base built
on solid customer relationships, position us well to participate in this significant aspect of the distribution business.
We continue to explore ways and means to improve and expand our Internet presence and capabilities, including
our online commerce offerings and our use of various social media outlets.

International Transactions

In addition, United States and foreign import and export laws and regulations require us to abide by certain
standards relating to the importation and exportation of products. We also are subject to certain laws and
regulations concerning the conduct of our foreign operations, including the U.S. Foreign Corrupt Practices Act, the
U.K. Bribery Act, German anti-corruption laws and other anti-bribery laws and laws pertaining to the accuracy of
our internal books and records, as well as other types of foreign requirements similar to those imposed in the United
States.

While we believe that we are substantially compliant with the foregoing laws and regulations promulgated
thereunder and possess all material permits and licenses required for the conduct of our business, there can be no
assurance that regulations that impact our business or customers’ practices will not have a material adverse effect
on our business.

See “ITEM 1A. Risk Factors” for a discussion of additional burdens, risks and regulatory developments that may
affect our results of operations and financial condition.

Proprietary Rights
We hold trademarks relating to the “Henry Schein®” name and logo, as well as certain other trademarks. We intend
to protect our trademarks to the fullest extent practicable.

Employees

We employ more than 19,000 full-time equivalent employees, including approximately 2,000 telesales
representatives, over 3,650 field sales consultants, including equipment sales specialists, 3,000 warehouse
employees, 800 computer programmers and technicians, 660 management employees and 7,000 office, clerical and
administrative employees. Approximately 2,160, or 11%, of our employees are subject to collective bargaining
agreements. We believe that our relations with our employees are excellent.

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
SEC. Our 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.

Table of Contents

Information about our Executive Officers

The following table sets forth certain information regarding our executive officers:

Name

Age

Position

Stanley M. Bergman ........................................................................................................................................................................................
Chairman, Chief Executive Officer, Director
Gerald A. Benjamin .........................................................................................................................................................................................
Executive Vice President, Chief Administrative Officer, Director
James P. Breslawski ........................................................................................................................................................................................
Vice Chairman, President, Director
Michael S. Ettinger ..........................................................................................................................................................................................
Senior Vice President, Corporate & Legal Affairs and Chief of Staff, Secretary
Mark E. Mlotek ...............................................................................................................................................................................................
Executive Vice President, Chief Strategic Officer, Director
Steven Paladino ...............................................................................................................................................................................................
Executive Vice President, Chief Financial Officer, Director
Walter Siegel ..................................................................................................................................................................................................
Senior Vice President and General Counsel

70
67
66
58
64
62
60

Stanley M. Bergman has been our Chairman and Chief Executive Officer since 1989 and a director since 1982.
Mr. Bergman held the position of President from 1989 to 2005. Mr. Bergman held the position of Executive Vice
President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985.

Gerald A. Benjamin has been our Executive Vice President and Chief Administrative Officer since 2000 and a
director since 1994. Prior to holding his current position, Mr. Benjamin was Senior Vice President of
Administration and Customer Satisfaction since 1993. Mr. Benjamin was Vice President of Distribution
Operations from 1990 to 1992 and Director of Materials Management from 1988 to 1990. Before joining us in
1988, Mr. Benjamin was employed for 12 years at Estée Lauder, Inc., in various management positions where his
last position was Director of Materials Planning and Control.

James P. Breslawski has been our Vice Chairman since 2018, President since 2005 and a director since 1992. Mr.
Breslawski was the Chief Executive Officer of our Henry Schein Global Dental Group from 2005 to 2018. Mr.
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.

Michael S. Ettinger has been Senior Vice President, Corporate & Legal Affairs, Chief of Staff and Secretary since
2015. Prior to his current position, Mr. Ettinger served as Senior Vice President, Corporate & Legal Affairs and
Secretary from 2013 to 2015, Corporate Senior Vice President, General Counsel & Secretary from 2006 to 2013,
Vice President, General Counsel and Secretary from 2000 to 2006, Vice President and Associate General Counsel
from 1998 to 2000 and Associate General Counsel from 1994 to 1998. Before joining us, Mr. Ettinger served as a
senior associate with Bower & Gardner and as a member of the Tax Department at Arthur Andersen.

Mark E. Mlotek has been Executive Vice President and Chief Strategic Officer since 2012. Mr. Mlotek was
Senior Vice President and subsequently Executive Vice President of the Corporate Business Development Group
between 2000 and 2012. Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to
1999 and became a director in 1995. Prior to joining us, Mr. Mlotek was a partner in the law firm of Proskauer
Rose LLP, counsel to us, specializing in mergers and acquisitions, corporate reorganizations and tax law from 1989
to 1994.

Steven Paladino has been our Executive Vice President and Chief Financial Officer since 2000. Prior to holding
his current position, Mr. Paladino was Senior Vice President and Chief Financial Officer from 1993 to 2000 and
has been a director since 1992. From 1990 to 1992, Mr. Paladino served as Vice President and Treasurer and from
1987 to 1990 served as Corporate Controller. Before joining us, Mr. Paladino was employed in public accounting
for seven years, most recently with the international accounting firm of BDO USA, LLP. Mr. Paladino is a
certified public accountant.

Table of Contents

Walter Siegel has been Senior Vice President and General Counsel since 2013. Prior to joining us, Mr. Siegel was
employed with Standard Microsystems Corporation, a publicly traded global semiconductor company from 2005 to
2012, holding positions of increasing responsibility, most recently as Senior Vice President, General Counsel and
Secretary.

Other Executive Management

The following table sets forth certain information regarding other Executive Management:

Name

Age

Position

David Brous .....................................................................................................................................................................................................
Brad Connett ....................................................................................................................................................................................................
Jonathan Koch .................................................................................................................................................................................................

President, Strategic Business Units Group and Asia Pacific & Brazil Dental
President, U.S. Medical Group

51
61
45

Senior Vice President and Chief Executive Officer, Global Dental Group and
Interim Chief Executive Officer, Henry Schein One

Lorelei McGlynn .............................................................................................................................................................................................
James Mullins ..................................................................................................................................................................................................
Christopher Pendergast .....................................................................................................................................................................................
Michael Racioppi ............................................................................................................................................................................................
René Willi, Ph.D. .............................................................................................................................................................................................

Chief Human Resources Officer
Senior Vice President, Global Services
Senior Vice President and Chief Technology Officer
Senior Vice President, Chief Merchandising Officer
President, Global Dental Surgical Group

56
55
57
65
52

David Brous has been our President, Strategic Business Units Group and Asia Pacific & Brazil Dental since 2019.
Mr. Brous joined us in 2002 and has held many positions within the organization, including leading and managing
the Corporate Business Development Group and the International Healthcare Group (managing our International
Animal Health business, International Medical business and Australia / New Zealand Dental business).

Brad Connett has been President of our U.S. Medical Group since 2018. Mr. Connett joined us in 1997 and has
held a number of increasingly responsible positions at the Company. Throughout his career, he has received
numerous industry honors, including the John F. Sasen Leadership Award from the Health Industry Distributors
Association (HIDA), in recognition of his service to the industry, and induction into the Medical Distribution Hall
of Fame by Repertoire Magazine.

Jonathan Koch has been our Senior Vice President and Chief Executive Officer of our Global Dental Group since
2018 and Interim Chief Executive Officer of Henry Schein One since January 2020. Prior to joining us, for the
years 2006 to 2018, Mr. Koch was a senior executive at Covance, the drug development services business of
Laboratory Corporation of America. In his last role at Covance, Mr. Koch was the Executive Vice President and
Group President of Covance Clinical Development & Commercialization Services. Prior to that, Mr. Koch was
Executive Vice President and Group President of Covance Research and Development Laboratories from 2015 to
2017. Mr. Koch was also President of Covance Central Laboratory Services from 2010 to 2015, and Vice President
at Covance, with various responsibilities, from 2006 to 2010. Prior to Covance, Mr. Koch held senior leadership
roles of increasing responsibility while employed with Charles River Laboratories from 1998 to 2006.

Lorelei McGlynn has served as Senior Vice President, Global 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. McGlynn
served as Assistant Vice President of Finance at Adecco Corporation.

James Mullins has served as our Senior Vice President of Global Services since 2018. Mr. Mullins joined us in
1988 and has held a number of key positions with increasing responsibility, including Global Chief Customer
Service Officer.

Table of Contents

Christopher Pendergast has been our Senior Vice President and Chief Technology Officer since 2018. Prior to
joining us, Mr. Pendergast was the employed by VSP Global from 2008 to 2018, most recently as the Chief
Technology Officer and Chief Information Officer. Prior to VSP Global, Mr. Pendergast served in roles of
increasing responsibility at Natural Organics, Inc., from 2006 to 2008, IdeaSphere Inc./Twinlab Corporation from
2000 to 2006, IBM Corporation from 1987 to 1994 and 1998 to 2000 and Rohm and Haas from 1994 to 1998.

Michael Racioppi has been our Senior Vice President, Chief Merchandising Officer since 2008. Prior to holding
his current position, Mr. Racioppi was President of the Medical Division from 2000 to 2008 and Interim President
from 1999 to 2000, and Corporate Vice President from 1994 to 2008, with primary responsibility for the Medical
Group, Marketing and Merchandising departments. Mr. Racioppi served as Senior Director, Corporate
Merchandising from 1992 to 1994. Before joining us in 1992, Mr. Racioppi was employed by Ketchum
Distributors, Inc. as the Vice President of Purchasing and Marketing. He currently serves on the board of National
Distribution and Contracting and previously served on the board of Health Distribution Management Association
and Health Industry Distributors Association (HIDA).

René Willi, Ph.D. has been our President, Global Dental Surgical Group, Henry Schein Inc., since 2013. 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.

Table of Contents

ITEM 1A. Risk Factors

The risks described below could have a material adverse effect on our business, reputation, financial condition
and/or the trading price of our common stock. Although it is not possible to predict or identify all such risks and
uncertainties, they may include, but are not limited to, the factors discussed below. Our business operations could
also be affected by additional factors that are not presently known to us or that we currently consider not to be
material to our operations. You should not consider this list to be a complete statement of all risks and
uncertainties. The order in which these factors appear should not be construed to indicate their relative importance
or priority.

The health care products distribution industry is highly competitive and consolidating, and we may not be able to
compete successfully.

We compete with numerous companies, including several major manufacturers and distributors. Some of our
competitors have greater financial and other resources than we do, which could allow them to compete more
successfully. Most of our products are available from several sources and our customers tend to have relationships
with several distributors. Competitors could obtain exclusive rights to market particular products, which we would
then be unable to market. Manufacturers also could increase their efforts to sell directly to end-users and thereby
eliminate or reduce our role and the roles of other distributors. Industry consolidation among health care product
distributors, price competition, the unavailability of products, whether due to our inability to gain access to products
or to interruptions in supply from manufacturers, or the emergence of new competitors, also could increase
competition. There has also been increasing consolidation among manufacturers of health care products which
could have a material adverse effect on our margins and product availability. Additionally, in this competitive
market, some of our contracts contain minimum purchase commitments. We could be subject to charges and
financial losses in the event we fail to satisfy minimum purchase commitments. In the future, we may be unable to
compete successfully and competitive pressures may reduce our revenues and profitability.

We may experience competition from third-party online commerce sites.

Traditional health care supply and distribution relationships are being challenged by electronic online commerce
solutions. The continued advancement of online commerce by third parties will require us to cost-effectively adapt
to changing technologies, to enhance existing services and to differentiate our business (including with additional
value-added services) to address changing demands of consumers and our customers on a timely basis. The
emergence of such potential competition and our inability to anticipate and effectively respond to changes on a
timely basis could have a material adverse effect on our business.

Because substantially all of the products that we distribute are not manufactured by us, we are dependent upon
third parties for the manufacture and supply of substantially all of our products.

We obtain substantially all of our products from third parties. Generally, we do not have long-term contracts with
our suppliers committing them to supply products to us. Therefore, suppliers may not provide the products we need
in the quantities we request. While there is generally more than one source of supply for most of the categories of
products we sell, some key suppliers, in the aggregate, supply a significant portion of the products we sell.
Additionally, because we generally do not control the actual production of the products we sell, we may be subject
to delays caused by interruption in production based on conditions outside of our control, including the failure to
comply with applicable government requirements. The failure of manufacturers of products regulated by the FDA
or other governmental agencies to meet these requirements could result in product recall, cessation of sales or other
market disruptions. In the event that any of our third-party suppliers were to become unable or unwilling to
continue to provide the products in our required volumes, we would need to identify and obtain acceptable
replacement sources on a timely basis. There is no guarantee that we would be able to obtain such alternative
sources of supply on a timely basis, if at all. An extended interruption in the supply of our products, especially any
high sales volume product, could have a material adverse effect on our results of operations, which most likely
would adversely affect the value of our common stock.

Table of Contents

Our revenues and profitability depend on our relationships with capable sales personnel as well as customers,
suppliers and manufacturers of the products that we distribute.

Our future revenues and profitability depend on our ability to maintain satisfactory relationships with qualified
sales personnel as well as customers, suppliers and manufacturers. If we fail to maintain our existing relationships
with such persons or fail to acquire relationships with such key persons in the future, our business may be
materially adversely affected.

Our future success is substantially dependent upon our senior management.

Our future success is substantially dependent upon the efforts and abilities of members of our existing senior
management, particularly Stanley M. Bergman, Chairman and Chief Executive Officer. The loss of the services of
Mr. Bergman could have a material adverse effect on our business. We have an employment agreement with Mr.
Bergman. We do not currently have “key man” life insurance policies on any of our employees. Competition for
senior management is intense and we may not be successful in attracting and retaining key personnel.

We experience fluctuations in quarterly earnings. As a result, we may fail to meet or exceed the expectations of
securities analysts and investors, which could cause our stock price to decline.

• timing and amount of sales and marketing expenditures;

• timing of pricing changes offered by our suppliers;

• timing of the introduction of new products and services by our suppliers;

• timing of the release of upgrades and enhancements to our technology-related products and services;

• changes in or availability of supplier contracts or rebate programs;

• supplier rebates based upon attaining certain growth goals;

• changes in the way suppliers introduce or deliver products to market;

• costs of developing new applications and services;

• our ability to correctly identify customer needs and preferences and predict future needs and
preferences;

• uncertainties regarding potential significant breaches of data security or disruptions of our information
technology systems;

• unexpected regulatory actions, or government regulation generally;

• exclusivity requirements with certain suppliers, which may prohibit us from distributing competitive
products manufactured by other suppliers;

• loss of sales representatives;

• costs related to acquisitions and/or integrations of technologies or businesses;

Table of Contents

• costs associated with our self-insured medical and dental insurance programs;

• general market and economic conditions, as well as those specific to the health care industry and
related industries;

• our success in establishing or maintaining business relationships;

• unexpected difficulties in developing and manufacturing products;

• product demand and availability, or product recalls by manufacturers;

• exposure to product liability and other claims in the event that the use of the products we sell results in
injury;

• increases in shipping costs or service issues with our third-party shippers;

• fluctuations in the value of foreign currencies;

• restructuring costs;

• the adoption or repeal of legislation;

• changes in accounting principles; and

• litigation or regulatory judgments, expenses or settlements.

Expansion of group purchasing organizations (“GPO”) or provider networks and the multi-tiered costing
structure may place us at a competitive disadvantage.

The medical products industry is subject to a multi-tiered costing structure, which can vary by manufacturer and/or
product. Under this structure, certain institutions can obtain more favorable prices for medical products than we are
able to obtain. The multi-tiered costing structure continues to expand as many large integrated health care
providers and others with significant purchasing power, such as GPOs, demand more favorable pricing terms.
Additionally, the formation of provider networks and GPOs may shift purchasing decisions to entities or persons
with whom we do not have a historical relationship. This may threaten our ability to compete effectively, which
could in turn negatively impact our financial results. Although we are seeking to obtain similar terms from
manufacturers to obtain access to lower prices demanded by GPO contracts or other contracts, and to develop
relationships with provider networks and new GPOs, we cannot assure that such terms will be obtained or contracts
will be executed.

Increases in shipping costs or service issues with our third-party shippers could harm our business.

Shipping is a significant expense in the operation of our business. We ship almost all of our orders through third-
party delivery services, and typically bear the cost of shipment. Accordingly, any significant increase in shipping
rates could have a material adverse effect on our business, financial condition or operating results. Similarly,
strikes or other service interruptions by those shippers could cause our operating expenses to rise and materially
adversely affect our ability to deliver products on a timely basis.

Table of Contents

Uncertain global macro-economic and political conditions could materially adversely affect our results of
operations and financial condition.

Uncertain global macro-economic and political conditions that affect the economy and the economic outlook of the
United States, Europe and other parts of the world could materially adversely affect our results of operations and
financial condition. These uncertainties, include, among other things:

• the United Kingdom’s vote to leave the European Union (generally referred to as Brexit) and any other
similar referenda or actions by other European Union member countries (during 2019, approximately 3% of
our consolidated net sales were invoiced to customers in the United Kingdom and approximately 20% of
our consolidated net sales were invoiced to customers in Europe overall, including the U.K.);

• election results;

• changes to laws and policies governing foreign trade (including, without limitation, the United States-
Mexico-Canada Agreement (USMCA) and other international trade agreements);

• greater restrictions on imports and exports;

• changes in laws and policies governing health care or data privacy;

• tariffs and sanctions;

• sovereign debt levels;

• the inability of political institutions to effectively resolve actual or perceived economic, currency or
budgetary crises or issues;

• consumer confidence;

• unemployment levels (and a corresponding increase in the uninsured and underinsured population);

• changes in regulatory and tax regulations, including, without limitation, the Tax Act;

• increases in interest rates;

• availability of capital;

• increases in fuel and energy costs;

• the effect of inflation on our ability to procure products and our ability to increase prices over time;

• changes in tax rates and the availability of certain tax deductions;

• increases in health care costs;

• the threat or outbreak of war, terrorism or public unrest; and

• changes in laws and policies governing manufacturing, development and investment in territories and
countries where we do business.

Additionally, changes in government, government debt and/or budget crises may lead to reductions in government
spending in certain countries, which could reduce overall health care spending, and/or higher income or corporate
taxes, which could depress spending overall.

Table of Contents

Recessionary conditions and depressed levels of consumer and commercial spending may also cause customers to
reduce, modify, delay or cancel plans to purchase our products and may cause suppliers to reduce their output or
change their terms of sale. We generally sell products to customers with payment terms. If customers’ cash flow
or operating and financial performance deteriorate, or if they are unable to make scheduled payments or obtain
credit, they may not be able to pay, or may delay payment to us. Likewise, for similar reasons suppliers may
restrict credit or impose different payment terms. Any inability of current and/or potential customers to pay us for
our products and/or services or any demands by suppliers for different payment terms may materially adversely
affect our results of operations and financial condition.

Disruptions in the financial markets may materially adversely affect the availability and cost of credit to us.

Our ability to make scheduled payments or refinance our obligations with respect to indebtedness will depend on
our operating and financial performance, which in turn is subject to prevailing economic conditions and financial,
business and other factors beyond our control. Disruptions in the financial markets may materially adversely affect
the availability and cost of credit to us.

The market price for our common stock may be highly volatile.

The market price for our common stock may be highly volatile. A variety of factors may have a significant impact
on the market price of our common stock, including, but not limited to:

• the publication of earnings estimates or other research reports and speculation in the press or
investment community;

• changes in our industry and competitors;

• changes in government or legislation;

• our financial condition, results of operations and cash flows and prospects;

• stock repurchases;

• any future issuances of our common stock, which may include primary offerings for cash, stock splits,
issuances in connection with business acquisitions, issuances of restricted stock/units and the grant or
exercise of stock options from time to time;

• general market and economic conditions; and

• any outbreak or escalation of hostilities in areas where we do business.

In addition, the Nasdaq Stock Market can experience extreme price and volume fluctuations that can be unrelated
or disproportionate to the operating performance of the companies listed on Nasdaq. Broad market and industry
factors may negatively affect the market price of our common stock, regardless of actual operating performance. In
the past, following periods of volatility in the market price of a company’s securities, securities class action or
derivative litigation has often been instituted against companies. This type of litigation, if instituted, could result in
substantial costs and a diversion of management’s attention and resources, which could have a material adverse
effect on our business.

The health care industry is experiencing changes that could materially adversely affect our business.

The health care industry is highly regulated and subject to changing political, economic and regulatory influences.
In recent years, the health care industry has undergone, and is in the process of undergoing, significant changes
driven by various efforts to reduce costs, including, among other things: trends toward managed care; consolidation
25

Table of Contents

of health care distribution companies; consolidation of health care manufacturers; collective purchasing
arrangements and consolidation among office-based health care practitioners; and changes in reimbursements to
customers, as well as growing enforcement activities (and related monetary recoveries) by governmental officials.
Both our profitability and the profitability of our customers may be materially adversely affected by laws and
regulations reducing reimbursement rates for pharmaceuticals and/or medical treatments or services, or changes to
the methodology by which reimbursement levels are determined. If we are unable to react effectively to these and
other changes in the health care industry, our financial results could be materially adversely affected.

The implementation of the Health Care Reform Law could materially adversely affect our business.

The Health Care Reform Law contained many provisions designed to generate the revenues necessary to fund the
coverage expansions and to reduce costs of Medicare and Medicaid, which included a 2.3% excise tax on domestic
sales of many medical devices by manufacturers and importers that was to begin in 2013 and a fee on branded
prescription drugs and biologics. The fee on branded prescription drugs and biologics was implemented in 2011,
and may adversely affect sales and cost of goods sold. However, subsequent federal laws had suspended the
imposition of the medical device excise tax through December 31, 2019, and the Further Consolidated
Appropriations Act, 2020, signed into law on December 20, 2019, has permanently repealed the medical device
excise tax. The Health Care Reform Law has also materially expanded the number of individuals in the United
States with health insurance.

The Health Care Reform Law has faced ongoing legal challenges, including litigation seeking to invalidate some of
or all of the law or the manner in which it has been implemented.

In addition, the President is seeking to repeal and replace the Health Care Reform Law. Repeal and replace
legislation has been passed in the House of Representatives, but did not obtain the necessary votes in the Senate.
Subsequently, the President has affirmed his intention to repeal and replace the Health Care Reform Law and has
taken a number of administrative actions to materially weaken it, including, without limitation, by permitting the
use of less robust plans with lower coverage and eliminating “premium support” for insurers providing policies
under the Health Care Reform Law. On December 22, 2017, the President signed into law the Tax Act, 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 and which also repealed the individual mandate of the
Health Care Reform Law. Further, in December 2019, the Fifth Circuit ruled that the mandate within the Health
Care Reform Law requiring that people buy health insurance was unconstitutional, though the ruling will likely be
appealed. The Fifth Circuit remanded the remainder of the case, pertaining to the viability of the Health Care
Reform Law, in the absence of the individual mandate, to the District Court of the Northern District of Texas. Any
outcome of these cases that changes the Health Care Reform Law could have a significant impact on the U.S. health
care industry. The uncertain status of the Health Care Reform Law affects our ability to plan.

Recently, there has been increased scrutiny on drug pricing and concurrent efforts to control or reduce drug costs by
Congress, the President, and various states, including that several related bills have been introduced at the federal
level. Such legislation, if enacted, could have the potential to impose additional costs on our business.

The implementation of the reporting and disclosure obligations of the Physician Payment Sunshine Act
provisions of the Health Care Reform Law could adversely affect our business.

A Health Care Reform Law provision, generally referred to as the Physician Payment Sunshine Act, or Open
Payments Program, 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 and teaching hospitals), and for such manufacturers and distributors and for group purchasing
organizations, with regard to certain ownership interests held by physicians in the reporting entity. CMS publishes

Table of Contents

information from these reports on a publicly available website, including amounts transferred and physician, dentist
and teaching hospital identities. Amendments expanded the law to also require reporting, effective January 1,
2022, of payments or other transfers of value to physician assistants, nurse practitioners, clinical nurse specialists,
certified registered nurse anesthetists, and certified nurse-midwives, and this new requirement will be effective for
data collected beginning in calendar year 2021.

Under the Physician Payment Sunshine Act we are required to collect and report detailed information regarding
certain financial relationships we have with covered recipients such as physicians, dentists and teaching hospitals.
We believe that we are substantially compliant with applicable Physician Payment Sunshine Act requirements. The
Physician Payment 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 Physician
Payment Sunshine Act, and some of these state laws, as well as the federal law, can be ambiguous. We are also
subject to foreign regulations requiring transparency of certain interactions between suppliers and their customers.
While we believe we have substantially compliant programs and controls in place to comply with these
requirements, our compliance with these rules imposes additional costs on us.

Failure to comply with existing and future regulatory requirements could materially adversely affect our
business.

Our business is subject to requirements under various local, state, federal and international laws and regulations
applicable to the distribution of pharmaceuticals and medical devices, and human cells, tissue and cellular and
tissue-based products, also known as HCT/P products, and animal feed and supplements. Among the federal laws
with which we must comply are the Controlled Substances Act, the FDC Act, as amended, and Section 361 of the
Public Health Services Act. Among other things, such laws, and the regulations promulgated thereunder:

• regulate the storage and distribution, labeling, packaging, handling, reporting, record keeping,
introduction, manufacturing and marketing of drugs, HCT/P products and medical devices;

• subject us to inspection by the FDA and the DEA;

• regulate the storage, transportation and disposal of certain of our products that are considered
hazardous materials;

• require us to advertise and promote our drugs and devices in accordance with applicable FDA
requirements;

• require registration with the FDA and the DEA and various state agencies;

• require record keeping and documentation of transactions involving drug products;

• require us to design and operate a system to identify and report suspicious orders of controlled
substances to the DEA;

• require us to manage returns of products that have been recalled and subject us to inspection of our
recall procedures and activities; and

• impose reporting requirements if a pharmaceutical, HCT/P product or medical device causes serious
illness, injury or death.

Applicable federal, state, local and foreign laws and regulations also may require us to meet various standards
relating to, among other things, licensure or registration, sales and marketing practices, product integrity and supply
tracking to the manufacturer of the product, personnel, privacy and security of health or other personal information,
installation, maintenance and repair of equipment, and the importation and exportation of products. Our business is
also subject to requirements of similar and other foreign governmental laws and regulations affecting our operations

Table of Contents

abroad. The FDA and DEA have recently increased their regulatory and enforcement activities, and in particular,
the DEA has increased generally its regulatory and enforcement activities due to the widely reported opioid crisis in
the United States.

The failure to comply with any of these regulations, or new interpretations of existing laws and regulations, or the
imposition of any additional laws and regulations, could materially adversely affect our business. There can be no
assurance that current and future government regulations will not adversely affect our business. The costs to us
associated with complying with the various applicable statutes and regulations, as they now exist and as they may
be modified, could be material. Allegations by a governmental body that we have not complied with these laws
could have a material adverse effect on our businesses. While we believe that we are substantially compliant with
applicable laws and regulations, and believe we have adequate compliance programs and controls in place to ensure
substantial compliance, if it is determined that we have not complied with these laws, we are potentially subject to
penalties, including warning letters, civil and criminal penalties, mandatory recall of product, seizure of product and
injunction, consent decrees and suspension or limitation of product sale and distribution. If we enter into settlement
agreements to resolve allegations of non-compliance, we could be required to make settlement payments or be
subject to civil and criminal penalties, including fines and the loss of licenses. Non-compliance with government
requirements could adversely affect our ability to participate in federal and state government health care programs
and damage our reputation.

The EU Medical Device Regulation may adversely affect our business.

As of May 26, 2020, the European Union Medical Device Regulation No. 2017/745 (the “EU MDR”) applies to
medical devices developed and/or commercialized in the European Union. The EU MDR is anticipated to have a
major impact on the medical device industry as a whole. It may adversely affect our business in various ways.

First, to the extent new products require a conformity assessment and such conformity assessment requires
involvement of a notified body, the current and persisting significant shortage of notified bodies may limit our
options to seek certification and/or significantly delay certification. Furthermore the (few) existing notified bodies
designated under the EU MDR are experiencing significant capacity bottlenecks, which leads to above-average
timelines for product certifications. The same applies to timelines for recertification of our existing products for
which the CE certificate is approaching expiry. This may result in us not being able to launch or to continue
commercializing products.

Furthermore, within the context of conformity assessment (both for self-certified devices, and for devices under
conformity assessment with a notified body), the EU MDR is tightening the requirements for clinical evaluation of
a device. In the specific case of Class I products, where to date the legal manufacturer confirmed compliance with
the regulatory requirements, oversight by supervisory authorities is expected to increase, and such authorities may
have a stricter view. It may be that, from a perspective of the legal manufacturer, or of an authority, the existing
product documentation has to be expanded, which may require additional development work. We may also have to
decide to discontinue commercialization of certain products, if and to the extent investments into additional
development are not commensurate with the business contribution of such products.

Additionally in the context of conformity assessment, certain national authorities as well as the European
Commission have further scrutinized the business model of own brand labeling (private label products) under the
EU MDR, i.e., the reliance of a manufacturer distributing a product under its name on an assessment of a supplier
confirming that the product meets the regulatory requirements, including its technical file(s) for the supplied
product. While this question remains under intense discussion between the industry and the authorities, and while
we are exploring all options, this may require us to adapt the supply chain structure (e.g., by switching suppliers or
moving to a distribution business model under which the supplier of a product is labeled as the legal manufacturer),
for certain of our products, and may make it more difficult to bring private label products to market in Europe. We
may not be able to continue commercializing products, if no alternative supply chain solution is found.

In addition, the EU MDR is imposing more stringent regulatory requirements across the whole value chain
including post marketing requirements, additional requirements for the organization of the quality management

Table of Contents

system such as a responsible person for regulatory compliance, post marketing safety reporting, the requirement of
Unique Device Identification (UDI), and the input into a European Databank on Medical Devices (EUDAMED,
which however is delayed in its operations, with unknown implications on the regulatory obligations for product
owners and distributors). Also, the regulatory requirements for our interactions with suppliers and distributors alike
are tightened. These additional regulatory requirements increase our compliance obligations and thus the risk for
non-compliance and greater costs.

The uncertain impact of the new EU MDR regulations, as well as failure to comply with the EU MDR, could have a
material adverse effect on our business.

If we fail to comply with laws and regulations relating to health care fraud or other laws and regulations, we
could suffer penalties or be required to make significant changes to our operations, which could materially
adversely affect our business.

The fraud and abuse laws and regulations have been subject to varying interpretations, as well as heightened
enforcement activity over the past few years, and significant enforcement activity has been the result of “relators”
who serve as whistleblowers by filing complaints in the name of the United States (and if applicable, particular
states) under federal and state false claims laws, and who may receive up to 30% of total government
recoveries. Penalties under fraud and abuse laws may be severe. For example, under the federal False Claims Act,
violations may result in treble damages, plus civil penalties of up to $22,927 per claim, as well as exclusion from
federal health care programs and criminal penalties. Most states have adopted similar state false claims laws, and
these state laws have their own penalties which may be in addition to federal False Claims Act penalties. With
respect to “anti-kickback laws,” violations of, for example, the federal Anti-Kickback Law may result in civil
penalties of up to $100,522 for each violation, plus up to three times the total amount of remuneration offered, paid,
solicited or received, as well as exclusion from federal health care programs and criminal penalties. Notably,
effective October 24, 2018, a new federal anti-kickback law (the “Eliminating Kickbacks in Recovery Act of
2018”) enacted in connection with broader addiction services legislation, may impose criminal penalties for
kickbacks involving clinical laboratory services, regardless of whether the services at issue involved addiction
services, and regardless of whether the services were reimbursed by a federal health care program or by a
commercial health insurer. Furthermore, the Health Care Reform Law significantly strengthened the federal False
Claims Act and the federal Anti-Kickback Law provisions, clarifying that a federal Anti-Kickback Law violation
can be a basis for federal False Claims Act liability.

Table of Contents

securities, antitrust and marketing laws and regulations. Failure to comply with laws or regulations could have a
material adverse effect on our business.

Failure to comply with fraud and abuse laws and regulations and other laws and regulations could result in
significant civil and criminal penalties and costs, including the loss of licenses and the ability to participate in
federal and state health care programs, and could have a material adverse effect on our business. Also, these
measures may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could
require us to make changes in our operations or incur substantial defense and settlement expenses. Even
unsuccessful challenges by regulatory authorities or private relators could result in reputational harm and the
incurring of substantial costs. In addition, many of these laws are vague or indefinite and have not been interpreted
by the courts, and have been subject to frequent modification and varied interpretation by prosecutorial and
regulatory authorities, increasing the risk of non-compliance. We may determine to enter into settlements, make
payments, agree to consent decrees or enter into other arrangements to resolve such matters. For example, one of
our subsidiaries resolved an investigation by the Federal Trade Commission related to the manner in which it
advertised certain data security features of its dental practice management software, which resulted in a consent
order and fine. Failure to comply with consent decrees could materially adversely affect our business.

While we believe that we are substantially compliant with applicable fraud and abuse and other laws and
regulations, and believe we have adequate compliance programs and controls in place to ensure substantial
compliance, we cannot predict whether changes in applicable law, or interpretation of laws, or changes in our
services or marketing practices in response to changes in applicable law or interpretation of laws, could have a
material adverse effect on our business.

If we fail to comply with laws and regulations relating to the confidentiality of sensitive personal information or
standards in electronic health records or transmissions, we could be required to make significant changes to our
products, or incur substantial fines, penalties or other liabilities.

The FDA has become increasingly active in addressing the regulation of computer software and digital health
products intended for use in health care settings. 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 meet certain criteria. On September 27, 2019, the FDA issued a suite of
guidance documents on digital health products, which incorporated applicable Cures Act standards, including
regarding the types of clinical decision support tools and other software that are exempt from regulations by the
FDA as medical devices. 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 subject to regulation as a medical
device, which could subject us or one or more of our businesses to substantial additional requirements with respect
to these products.

Our businesses that involve physician and dental practice management products 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 federal, state, local and foreign laws and
regulations that protect the privacy and security of such information, such as HIPAA. HIPAA requires, among
other things, the implementation of various recordkeeping, operational, notice and other practices intended to
safeguard that information, limit its use to allowed purposes and notify individuals in the event of privacy and
security breaches. 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 in
a timely manner to reflect these legal requirements, either of which could have a material adverse effect on our
results of operations.

Table of Contents

Other health information standards, such as regulations under HIPAA, establish standards regarding electronic
health data transmissions and transaction code set rules for specific electronic transactions, such as transactions
involving claims submissions to third party payers. Certain of our businesses provide electronic practice
management products that must meet these requirements. Failure to abide by electronic health data transmission
standards could expose us to breach of contract claims, substantial fines, penalties and other liabilities and
expenses, costs for remediation and harm to our reputation.

In addition, the European Parliament and the Council of the European Union have adopted the GDPR, effective
from May 25, 2018, which increased privacy rights for individuals in Europe (“Data Subjects”), including
individuals who are our customers, suppliers and employees. The GDPR extended the scope or responsibilities for
data controllers and data processors and generally imposes increased requirements and potential penalties on
companies, such as us, that offer goods or services to Data Subjects or monitor their behavior (including by
companies based outside of Europe). Noncompliance can result in penalties of up to the greater of EUR 20 million,
or 4% of global company revenues. Individual member states may impose additional requirements and penalties
regarding certain matters, such as employee personal data. With respect to the personal data it protects, the GDPR
requires, among other things, company accountability, consents from Data Subjects or other acceptable legal basis
to process the personal data, breach notifications within 72 hours, data integrity and security, and fairness and
transparency regarding the storage, use or other processing of the personal data. The GDPR also provides rights to
Data Subjects relating to modification, erasure and transporting of the personal data. In the United States, the
CCPA, which increases the privacy protections afforded California residents and was signed into law on June 28,
2018, 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. The California Attorney General released proposed CCPA regulations on October 10, 2019, and is
required to adopt final regulations on or before July 1, 2020. In addition to providing for enforcement by the
California Attorney General, the CCPA also provides for a private right of action. Entities in violation of the
CCPA may be liable for civil penalties. 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. While we believe we have substantially compliant programs and controls in place to comply with the
GDPR and CCPA requirements, our compliance with these measures 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.

We also sell products and services that health care providers, such as physicians and dentists, use to store and
manage patient medical or dental records. These customers and we, are subject to laws, regulations and industry
standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of
the privacy and security of those records, and our products or services may also be used as part of these customers’
comprehensive data security programs, including in connection with their efforts to comply with applicable legal or
contractual data privacy and security laws. Perceived or actual security vulnerabilities in our products or services,
or the perceived or actual failure by us or our customers who use our products or services to comply with applicable
legal or contractual data privacy and security requirements, may not only cause us significant reputational harm, but
may also lead to claims against us by our customers and/or governmental agencies and involve substantial fines,
penalties and other liabilities and expenses and costs for remediation.

Various federal initiatives involve the adoption and use by health care providers of certain electronic health care
records systems and processes. The initiatives include, among others, programs that incentivize physicians and
dentists, though Medicare’s MIPS, to use certified EHR technology in accordance with certain evolving
requirements, including regarding quality, promoting interoperability, cost and improvement activities.
Qualification for the MIPS incentive payments requires the use of EHRs that are certified as having certain
capabilities designated in standards adopted by CMS and by the ONC. These standards have been subject to
change.

Table of Contents

changing governmental standards. If any of our EHR systems do not meet these standards, yet have been relied
upon by health care providers to receive federal incentive payments, as noted above, we are exposed to risk, such as
under federal health care fraud and abuse laws, including the False Claims Act. For example, on May 31, 2017, the
U.S. Department of Justice announced a $155 million settlement and 5-year corporate integrity agreement
involving a vendor of certified EHR systems, based on allegations that the vendor, by misrepresenting capabilities
to the certifying body, caused its health care provider customers to submit false Medicare and Medicaid claims for
meaningful use incentive payments in violation of the False Claims Act. While we believe we are substantially in
compliance with such certifications and with applicable fraud and abuse laws and regulations and we have adequate
compliance programs and controls in place to ensure substantial compliance, we cannot predict whether changes in
applicable law, or interpretation of laws, or changes in our practices in response to changes in applicable law or
interpretation of laws, could have a material adverse effect on our business. Moreover, in order to satisfy our
customers, our products may need to incorporate increasingly complex reporting functionality. Although we
believe we are positioned to accomplish this, the effort may involve increased costs, and our failure to implement
product modifications, or otherwise satisfy applicable standards, could have a material adverse effect on our
business.

Additionally, as electronic medical devices are increasingly connected to each other and to other technology, the
ability of these connected systems safely and effectively to exchange and use exchanged information becomes
increasingly important. For example, on September 6, 2017, the FDA issued final guidance to assist industry in
identifying specific considerations related to the ability of electronic medical devices to safely and effectively
exchange and use exchanged information. As a medical device manufacturer, we must manage risks including
those associated with an electronic interface that is incorporated into a medical device.

There may be additional legislative or regulatory initiatives in the future impacting health care.

Our global operations are subject to inherent risks that could materially adversely affect our business.

Global operations are subject to risks that may materially adversely affect our business. The risks that our global
operations are subject to include, among other things:

• difficulties and costs relating to staffing and managing foreign operations;

• difficulties in establishing channels of distribution;

• fluctuations in the value of foreign currencies (including, without limitation, in connection with Brexit);

• longer payment cycles of foreign customers and difficulty of collecting receivables in foreign
jurisdictions;

• repatriation of cash from our foreign operations to the United States;

• regulatory requirements;

• anti-bribery, anti-corruption and laws pertaining to the accuracy of our internal books and records;

• unexpected difficulties in importing or exporting our products;

• imposition of import/export tariffs, quotas, sanctions or penalties;

• difficulties and delays inherent in sourcing products and contract manufacturing in foreign markets;

• limitations on our ability under local laws to protect our intellectual property;

• unexpected regulatory, legal, economic and political changes in foreign markets;

Table of Contents

• changes in tax regulations that influence purchases of capital equipment;

• civil disturbances, geopolitical turmoil, including terrorism, war or political or military coups; and

• public health emergencies, including the Coronavirus (as defined below).

The coronavirus could materially adversely affect our results

The Novel Coronavirus Disease 2019 (COVID-19) (“Coronavirus”) is impacting worldwide economic activity, and
activity in China in particular. Estimates for Chinese gross domestic product and economic growth have been
reduced as a result of the coronavirus. The Company has several businesses in China that were forced to close as a
result of the coronavirus for certain periods, with a corresponding effect on their sales activity. In addition, it is
unclear if the coronavirus will spread to other countries, and how economic activity might be impacted on a
worldwide basis. The Company also might be unable to obtain infection control products from its suppliers due to
the additional demand for such products created by the virus. The impact of the virus on Chinese and other
economic activity, and its effect on the supply chain are uncertain at this time and could have a material adverse
effect on our results.

We operate within the European Union, including in the United Kingdom, and therefore may be affected by the
United Kingdom's withdrawal from the European Union.

We operate within the European Union, including the United Kingdom, and as a result, we face risks associated
with the potential uncertainty and disruptions that may lead up to and follow Brexit, including with respect to
volatility in exchange rates and interest rates and potential material changes to the regulatory regime applicable to
our operations in the U.K. Brexit could adversely affect European or worldwide political, regulatory, economic or
market conditions and could contribute to instability in global political institutions, regulatory agencies and
financial markets. During 2019, approximately 3% of our consolidated net sales were invoiced to customers in the
United Kingdom and approximately 20% of our consolidated net sales were invoiced to customers in Europe
overall, including the U.K. There is significant uncertainty about the terms and timing under which the U.K. will
continue a relationship with the EU. It is possible that Brexit will result in our U.K. and EU operations becoming
subject to materially different, and potentially conflicting, laws, regulations or tariffs which could require costly
new compliance initiatives or changes to legal entity structures or operating practices. Furthermore, in the event the
U.K. and the EU do not reach a trade agreement during a prescribed transition period, there may be additional
adverse impacts on immigration and trade between the U.K. and the EU or countries outside the EU. Such impacts
could materially adversely affect our business. The ultimate effects of Brexit on us will depend on the specific
terms of any agreement the U.K. and the EU reach to provide access to each other’s respective markets.

Our expansion through acquisitions and joint ventures involves risks.

We have expanded our domestic and international markets in part through acquisitions and joint ventures, and we
expect to continue to make acquisitions and enter into joint ventures in the future. Such transactions involve
numerous risks, including possible material adverse effects on our financial results or the market price of our
common stock. Some of our acquisitions and future acquisitions may also give rise to an obligation by us to make
contingent payments or to satisfy certain repurchase obligations, which payments could have a material adverse
effect on our financial results. In addition, integrating acquired businesses and joint ventures:

• may result in a loss of customers or product lines of the acquired businesses or joint ventures;

• requires significant management attention;

• may place significant demands on our operations, information systems and financial resources; and

Table of Contents

• results in additional acquisition and integration expenses.

There can be no assurance that our future acquisitions or joint ventures will be successful. Our ability to continue
to successfully effect acquisitions and joint ventures will depend upon the following:

• the availability of suitable acquisition or joint venture candidates at acceptable prices;

• our ability to consummate such transactions, which could potentially be prohibited due to U.S. or
foreign antitrust regulations;

• the availability of financing on acceptable terms, in the case of non-stock transactions;

• the liquidity of our investments and our ability to raise capital could be affected by the financial credit
markets; and

• our ability to retain, recruit and incentivize the management of the companies we acquire.

Our acquisitions may not result in the benefits and revenue growth we expect.

We are in the process of integrating companies that we acquired and including the operations, services, products
and personnel of each company within our management policies, procedures and strategies. We cannot be sure that
we will achieve the benefits of revenue growth that we expect from these acquisitions or that we will not incur
unforeseen additional costs or expenses in connection with these acquisitions. To effectively manage our expected
future growth, we must continue to manage successfully our integration of these companies and continue to
improve our operational systems, internal procedures, working capital management and financial and operational
controls. If we fail in any of these areas, our business could be materially adversely affected.

If the Animal Health Spin-off or certain internal transactions undertaken in anticipation of the Animal Health
Spin-off are determined to be taxable in whole or in part, we and our stockholders may incur substantial tax
liabilities.

In connection with the Animal Health Spin-off, we obtained an opinion of outside tax counsel that the Animal
Health Spin-off will qualify as a tax-free transaction to us and our stockholders for U.S. federal income tax
purposes. We have not sought or obtained a ruling from the Internal Revenue Service (“IRS”) on the tax
consequences of the transaction. In addition, the tax opinion is subject to customary qualifications and
assumptions, and is based on factual representations and undertakings. The failure of any factual representation or
assumption to be true, correct and complete in all material respects, or any undertakings to be fully complied with,
could affect the validity of the tax opinion. Moreover, an opinion of counsel represents counsel’s best legal
judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set
forth in the tax opinion. Even if the Animal Health Spin-off otherwise qualified as a tax-free transaction for U.S.
federal income tax purposes, it may become taxable to us if certain events occur that affect either us or Covetrus.
While Covetrus has agreed not to take certain actions that could cause the transaction not to qualify as a tax-free
transaction and is generally obligated to indemnify us against any tax consequences if it breaches this agreement,
the potential tax liabilities could have an adverse effect on us if we were not entitled to indemnification or if the
indemnification obligations were not fulfilled. If the Animal Health Spin-off or certain internal transactions
undertaken in anticipation of the Animal Health Spin-off are determined to be taxable for U.S. federal income tax
purposes, we and/or our U.S. stockholders who participated in the Animal Health Spin-off could incur substantial
U.S. federal income tax liabilities. There can be no assurance that we would be entitled to indemnification or that
Covetrus would have the resources or liquidity required to indemnify us for any such taxable gain. In addition, we
and/or our stockholders who participated in the Animal Health Spin-off could incur tax costs in foreign
jurisdictions in connection with the transaction, irrespective of whether the Animal Health Spin-off qualifies as tax-
free for U.S. federal income tax purposes.

Table of Contents

The Animal Health Spin-off may not achieve the intended benefits and may expose us to potential risks and
liabilities.

We completed the Animal Health Spin-off on February 7, 2019. We undertook the transaction because, among
other things, we believed that our animal health business could achieve greater growth by combining with Vets
First Choice and that we could benefit from greater strategic focus of our resources and management efforts. We
may not benefit as expected from the increased focus on our core business, strategic programs and objectives made
possible by the Animal Health Spin-off. In addition, the value of the transaction may be reduced by potential
liabilities related to post-closing adjustments and indemnities, which could adversely affect our results of
operations.

We face inherent risk of exposure to product liability, intellectual property infringement and other claims in the
event that the use of the products we sell results in injury.

Our business involves a risk of product liability, intellectual property infringement and other claims in the ordinary
course of business, and from time to time we are named as a defendant in cases as a result of our distribution of
products. Additionally, we own interests in companies that manufacture certain dental products. As a result, we
are subject to the potential risk of product liability, intellectual property infringement or other claims relating to the
manufacture and distribution of products by those entities. Additionally, as our private-label business continues to
grow, purchasers of such products may increasingly seek recourse directly from us, rather than the ultimate product
manufacturer, for product-related claims. Another potential risk we face in the distribution of our products is
liability resulting from counterfeit or tainted products infiltrating the supply chain. In addition, some of the
products that we transport and sell are considered hazardous materials. The improper handling of such materials or
accidents involving the transportation of such materials could subject us to liability. In addition, our reputation
could be adversely affected by negative publicity surrounding such events regardless of whether or not claims
against us are successful. We have various insurance policies, including product liability insurance, covering risks
and in amounts that we consider adequate. In many cases in which we have been sued in connection with products
manufactured by others, the manufacturer of the product provides us with indemnification. There can be no
assurance that the insurance coverage we maintain is sufficient or will be available in adequate amounts or at a
reasonable cost, or that indemnification agreements will provide us with adequate protection. A successful claim
brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that
results in significant adverse publicity against us, could have a material adverse effect on our business and our
reputation.

Our technology segment depends upon continued software and e-services product development, technical
support and successful marketing.

Competition among companies supplying practice management software and/or e-services is intense and
increasing. Our future sales of practice management software and e-services will depend on, among other factors:

• the effectiveness of our sales and marketing programs;

• our ability to enhance our products and services to satisfy customer requirements; and

• our ability to provide ongoing technical support.

We cannot be sure that we will be successful in introducing and marketing new software, software enhancements or
e-services, or that such software, software enhancements and e-services will be released on time or accepted by the
market. Our software and applicable e-services products, like software products generally, may contain undetected
errors or bugs when introduced or as new versions are released. We cannot be sure that future problems with post-
release software errors or bugs will not occur. Any such defective software may result in increased expenses
related to the software and could adversely affect our relationships with the customers using such software as well
as our reputation. We do not have any patents on our software or e-services, and rely upon copyright, trademark

Table of Contents

and trade secret laws, as well as contractual and common law protections. We cannot provide assurance that such
legal protections will be available or enforceable to protect our software or e-services products.

We rely on third parties for certain technologically advanced products.

Some of our products contain technologically advanced components, including software, that are developed by
third parties. We may not be able to replace the functions provided by these third-party components or products if
they become obsolete, defective or incompatible with future versions of our products or with our services and
solutions, or if they are not adequately maintained or updated.

In addition, third-party suppliers of software or other intellectual property assets could be unwilling to permit us to
use their intellectual property and this could impede or disrupt use of their products or services by us and our
customers. Alternate sources for the technology currently provided by third parties to us may not be available to us
in a timely manner, and may not provide us with the same functions as currently provided to us or may be more
expensive than products we currently use or sell.

Further, the risk of intellectual property infringement claims against us may increase as we expand our business to
include more technologically advanced products and continue to incorporate third party components, software
and/or other intellectual property into the products we sell. Also, individuals and firms have purchased intellectual
property assets in order to assert claims of infringement against technology providers and customers that use such
technology. Any infringement action brought against us or our customers could be costly to defend or lead to an
expensive settlement or judgment against us.

The risks described above could have a material adverse effect on our business, financial condition or operating
results and our reputation.

Security risks generally associated with our information systems and our technology products and services could
materially adversely affect our business, and our results of operations could be materially adversely affected if
such products, services or systems (or third-party systems we rely on) are interrupted, damaged by unforeseen
events, are subject to cyberattacks or fail for any extended period of time.

We rely on information systems (IS) in our business to obtain, rapidly process, analyze, manage and store customer,
product, supplier and employee data to, among other things:

• maintain and manage worldwide systems to facilitate the purchase and distribution of thousands of
inventory items from numerous distribution centers;

• receive, process and ship orders on a timely basis;

• manage the accurate billing and collections for thousands of customers;

• process payments to suppliers; and

• provide products and services that maintain certain of our customers’ electronic medical or dental
records (including protected health information of their patients).

Information security risks have generally increased in recent years, and a cyberattack that bypasses our IS security
systems (including third-party systems we rely on) causing an IS security breach may lead to a material disruption
of our IS business systems (including third-party systems we rely on) and/or the loss of business information
resulting in a material adverse effect on our business, as well as claims against us by affected parties and/or
governmental agencies, and involve fines and penalties, costs for remediation, and substantial defense and
settlement expenses.

Table of Contents

In addition, we develop products and provide services to our customers that are technology-based, and a
cyberattack that bypasses the IS security systems of our products or services causing a security breach and/or
perceived security vulnerabilities in our products or services could also cause significant reputational harm, and
actual or perceived vulnerabilities may lead to claims against us by our customers and/or governmental agencies.
In particular, certain of our practice management products and services purchased by health care providers, such as
physicians and dentists, are used to store and manage patient medical or dental records. These customers are
subject to laws and regulations which require that they protect the privacy and security of those records, and our
products may be used as part of these customers’ comprehensive data security programs, including in connection
with their efforts to comply with applicable privacy and security laws. Perceived or actual security vulnerabilities
in our products or services, or the perceived or actual failure by us or our customers who use our products to
comply with applicable legal requirements, may not only cause us significant reputational harm, but may also lead
to claims against us by our customers and/or governmental agencies and involve fines and penalties, costs for
remediation, and substantial defense and settlement expenses.

Regarding direct customer claims, although our customer license agreements typically contain provisions that seek
to eliminate or limit our exposure to such liability, there is no assurance these provisions will withstand legal
challenges, or that we will be able to obtain such provisions in all cases.

In addition, our information systems also utilize certain third party service organizations that manage a portion of
our information systems, and our business may be materially adversely affected if these third party service
organizations are subject to a cyber attack. Additionally, legislative or regulatory action related to cybersecurity
may increase our costs to develop or implement new technology products and services.

Risks associated with these and other IS security breaches may include, among other things:

• future results could be materially adversely affected due to the theft, destruction, loss, misappropriation
or release of confidential data or intellectual property;

• operational or business delays resulting from the disruption of information systems and subsequent
clean-up and mitigation activities;

• procedures and safeguards must continually evolve to meet new IS challenges, and enhancing
protections, and conducting investigations and remediation, may impose additional costs on us;

• we may incur claims, fines and penalties, and costs for remediation, or substantial defense and
settlement expenses; and

• negative publicity resulting in reputation or brand damage with our customers, partners or industry
peers.

We also deliver Internet-based services and, accordingly, depend on our ability and the ability of our customers to
access the Internet. In the event of any difficulties, outages and delays by Internet service providers, we may be
impeded from providing such services, which may have a material adverse effect on our business and our
reputation.

We have various insurance policies, including cyber liability insurance, covering risks and in amounts that we
consider adequate. There can be no assurance that the insurance coverage we maintain is sufficient or will be
available in adequate amounts or at a reasonable cost. Successful claims for misappropriation or release of
confidential or personal data brought against us in excess of available insurance or fines or other penalties assessed
or any claim that results in significant adverse publicity against us could have a material adverse effect on our
business and our reputation.

Table of Contents

Certain provisions in our governing documents and other documents to which we are a party may discourage
third-party offers to acquire us that might otherwise result in our stockholders receiving a premium over the
market price of their shares.

The provisions of our certificate of incorporation and by-laws may make it more difficult for a third party to acquire
us, may discourage acquisition bids and may limit the price that certain investors might be willing to pay in the
future for shares of our common stock. These provisions, among other things:

• require the affirmative vote of the holders of at least 60% of the shares of common stock entitled to
vote to approve a merger, consolidation, or a sale, lease, transfer or exchange of all or substantially all of
our assets; and

• require the affirmative vote of the holders of at least 66 2/3% of our common stock entitled to vote to
(i) remove a director; and (ii) to amend or repeal our by-laws, with certain limited exceptions.

In addition, our 2013 Stock Incentive Plan and 2015 Non-Employee Director Stock Incentive Plan provide for
accelerated vesting of stock options upon a change in control. These incentive plans also authorize the committee
under the plans to provide for accelerated vesting of other types of equity awards in connection with a change in
control at grant or thereafter, and certain other awards made under these incentive plans (such as restricted
stock/unit awards) accelerate upon a change in control or upon certain termination events in connection with a
change in control. Further, certain agreements between us and our executive officers provide for increased
severance payments and certain benefits if those executive officers are terminated without cause by us or if they
terminate for good reason, in each case within two years after a change in control or within ninety days prior to the
effective date of the change in control or after the first public announcement of the pendency of the change in
control.

Tax legislation could materially adversely affect our financial results and tax liabilities.

We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as
foreign jurisdictions. From time to time, various legislative initiatives may be proposed that could materially
adversely affect our tax positions. There can be no assurance that our effective tax rate will not be materially
adversely affected by legislation resulting from these initiatives. On December 22, 2017, the President signed the
Tax Act into law, 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. In addition, tax laws and
regulations are extremely complex and subject to varying interpretations. Although we believe that our historical
tax positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no
assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in
any such challenge.

Item 1B. Unresolved Staff Comments

We have no unresolved comments from the staff of the SEC that were issued 180 days or more preceding the end of
our 2019 fiscal year.

Table of Contents

ITEM 2. Properties

We own or lease the following properties with more than 100,000 square feet:

Property

Location

Own or
Lease

N/A

Own

Lease

Own

June 2020

Melville, NY

Tours, France

Lease Expiration
Date

Fiumana-Predappio, Italy

Own
Lease/Own

Gillingham, United Kingdom
Eastern Creek, New South Wales, Australia

Corporate Headquarters ........................................................................................................................................................................................
Corporate Headquarters ........................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Office and Distribution Center ................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................
Distribution Center ..............................................................................................................................................................................................

Approximate
Square Footage
185,000
105,000
183,000
166,000
165,000
161,000
128,000 September 2021
108,000
106,000
October 2027
102,000 December 2028
624,000 December 2021
380,000
370,000 December 2021
287,000
242,000
215,000
212,000
194,000

Niagara on the Lake, Canada

Heppenheim, Germany

Gallin, Germany

Jacksonville, FL

Indianapolis, IN

West Allis, WI

Grapevine, TX

February 2026

Bastian, VA

March 2022

March 2030

Denver, PA

Sparks, NV

June 2033

Geer, SC

July 2030

July 2023

Lease

Own

N/A

The properties listed in the table above are our principal properties primarily used by our health care distribution
segment. In addition, we lease numerous other distribution, office, showroom, manufacturing and sales space in
locations including the United States, Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech
Republic, France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia,
the Netherlands, New Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand,
United Arab Emirates and the United Kingdom.

We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on
our business. We have additional operating capacity at certain distribution center facilities.

Table of Contents

ITEM 3. Legal Proceedings

On August 31, 2012, Archer and White Sales, Inc. (“Archer”) filed a complaint against Henry Schein, Inc. as well
as Danaher Corporation and its subsidiaries Instrumentarium Dental, Inc., Dental Equipment, LLC, Kavo Dental
Technologies, LLC and Dental Imaging Technologies Corporation (collectively, the “Danaher Defendants”) in the
U.S. District Court for the Eastern District of Texas, Civil Action No. 2:12-CV-00572-JRG, styled as an antitrust
action under Section 1 of the Sherman Act, and the Texas Free Enterprise Antitrust Act. Archer alleges a
conspiracy between Henry Schein, an unnamed company and the Danaher Defendants to terminate or limit
Archer’s distribution rights. On August 1, 2017, Archer filed an amended complaint, adding Patterson Companies,
Inc. (“Patterson”) and Benco Dental Supply Co. (“Benco”) as defendants, and alleging that Henry Schein,
Patterson, Benco and Burkhart Dental Supply conspired to fix prices and refused to compete with each other for
sales of dental equipment to dental professionals and agreed to enlist their common suppliers, the Danaher
Defendants, to join a price-fixing conspiracy and boycott by reducing the distribution territory of, and eventually
terminating, their price-cutting competing distributor Archer. Archer seeks damages in an amount to be proved at
trial, to be trebled with interest and costs, including attorneys’ fees, jointly and severally, as well as injunctive
relief. On October 30, 2017, Archer filed a second amended complaint, to add additional allegations that it believes
support its claims. The named parties and causes of action are the same as the August 1, 2017 amended complaint.

On October 1, 2012, we filed a motion for an order: (i) compelling Archer to arbitrate its claims against us; (2)
staying all proceedings pending arbitration; and (3) joining the Danaher Defendants’ motion to arbitrate and stay.
On May 28, 2013, the Magistrate Judge granted the motions to arbitrate and stayed proceedings pending
arbitration. On June 10, 2013, Archer moved for reconsideration before the District Court judge. On December 7,
2016, the District Court Judge granted Archer’s motion for reconsideration and lifted the stay. Defendants
appealed the District Court’s order. On December 21, 2017, the U.S. Court of Appeals for the Fifth Circuit
affirmed the District Court’s order denying the motions to compel arbitration. On June 25, 2018, the Supreme
Court of the United States granted defendants’ petition for writ of certiorari. On October 29, 2018, the Supreme
Court heard oral arguments. On January 8, 2019, the Supreme Court issued its published decision vacating the
judgment of the Fifth Circuit and remanding the case to the Fifth Circuit for further proceedings consistent with the
Supreme Court’s opinion. On April 2, 2019, the District Court stayed the proceeding in the trial court pending
resolution by the Fifth Circuit. The Fifth Circuit heard oral argument on May 1, 2019 on whether the case should
be arbitrated. The Fifth Circuit issued its opinion on August 14, 2019 affirming the District Court’s order denying
defendants’ motions to compel arbitration. Defendants filed a petition for rehearing en banc before the Fifth
Circuit. The Fifth Circuit denied that petition. On October 1, 2019, the District Court set the case for trial on
February 3, 2020, which was subsequently moved to January 29, 2020. On January 24, 2020 the Supreme Court
granted our motion to stay the District Court proceedings, pending the disposition of our petition for writ of
certiorari, which was filed on January 31, 2020. We intend to defend ourselves vigorously against this action.

On August 17, 2017, IQ Dental Supply, Inc. (“IQ Dental”) filed a complaint in the U.S. District Court for the
Eastern District of New York, entitled IQ Dental Supply, Inc. v. Henry Schein, Inc., Patterson Companies, Inc. and
Benco Dental Supply Company, Case No. 2:17-cv-4834. Plaintiff alleged that it is a distributor of dental supplies
and equipment, and sells dental products through an online dental distribution platform operated by SourceOne
Dental (“SourceOne”). SourceOne had previously brought an antitrust lawsuit against Henry Schein, Patterson and
Benco, which Henry Schein settled in the second quarter of 2017 and which is described in our prior filings with
the SEC.

IQ Dental alleged, among other things, that defendants conspired to suppress competition from IQ Dental and
SourceOne for the marketing, distribution and sale of dental supplies and equipment in the United States, and that
defendants unlawfully agreed with one another to boycott dentists, manufacturers and state dental associations that
deal with, or considered dealing with, plaintiff and SourceOne. Plaintiff claimed that this alleged conduct
constitutes unreasonable restraint of trade in violation of Section 1 of the Sherman Act, New York’s Donnelly Act
and the New Jersey Antitrust Act, and also made pendant state law claims for tortious interference with prospective
business relations, civil conspiracy and aiding and abetting. Plaintiff sought injunctive relief, compensatory, treble
and punitive damages, jointly and severally, and reasonable costs and expenses, including attorneys’ fees and
expert fees. On December 21, 2017, the District Court granted the defendants’ motion to dismiss. On January 19,

Table of Contents

2018, IQ Dental appealed the District Court’s order. On May 10, 2019, the U.S. Court of Appeals for the Second
Circuit affirmed in part and reversed in part the District Court’s dismissal of the complaint, holding that IQ Dental
lacks antitrust standing to challenge the alleged boycott of SourceOne and state dental associations, but that it has
standing to challenge injury related to the alleged direct boycott of its business. On June 29, 2019, the Second
Circuit denied IQ Dental’s petition for rehearing or rehearing en banc. On January 8, 2020, Henry Schein and IQ
Dental entered into a settlement agreement, pursuant to which Henry Schein paid an amount which is not material.
Henry Schein was dismissed from the case on January 16, 2020.

On February 12, 2018, the United States Federal Trade Commission (“FTC”) filed a complaint against Benco
Dental Supply Co., Henry Schein, Inc. and Patterson Companies, Inc. The FTC alleged, among other things, that
defendants violated U.S. antitrust laws by conspiring, and entering into an agreement, to refuse to provide discounts
to or otherwise serve buying groups representing dental practitioners. The FTC alleged that defendants conspired
in violation of Section 5 of the FTC Act. The complaint sought equitable relief only and does not seek monetary
damages. We denied the allegation that we conspired to refuse to provide discounts to or otherwise serve dental
buying groups. A hearing before an administrative law judge began on October 16, 2018 and the hearing record
was closed on February 21, 2019. On October 7, 2019, the administrative law judge issued his Initial Decision,
finding in relevant part that the “evidence fails to prove a conspiracy involving Schein,” and dismissing the
complaint as to Henry Schein. The Initial Decision became the decision of the FTC on November 7, 2019 and is
not subject to further appeal.

On March 7, 2018, Joseph Salkowitz, individually and on behalf of all others similarly situated, filed a putative
class action complaint for violation of the federal securities laws against Henry Schein, Inc., Stanley M. Bergman
and Steven Paladino in the U.S. District Court for the Eastern District of New York, Case No. 1:18-cv-01428. The
complaint sought to certify a class consisting of all persons and entities who, subject to certain exclusions,
purchased Henry Schein securities from March 7, 2013 through February 12, 2018 (the “Class Period”). The
complaint alleged, among other things, that the defendants had made materially false and misleading statements
about Henry Schein’s business, operations and prospects during the Class Period, including matters relating to the
issues in the In re Dental Supplies Antitrust Litigation which Henry Schein settled and which the court dismissed in
June 2019, as described in our prior filings with the SEC, and the FTC action described above, thereby causing the
plaintiff and members of the purported class to pay artificially inflated prices for Henry Schein securities. The
complaint sought unspecified monetary damages and a jury trial. Pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995 (the “PSLRA”), the court appointed lead plaintiff and lead counsel on
June 22, 2018 and recaptioned the putative class action as In re Henry Schein, Inc. Securities Litigation, under the
same case number. Lead plaintiff filed a consolidated class action complaint on September 14, 2018. The
consolidated class action complaint asserts similar claims against the same defendants (plus Timothy Sullivan) on
behalf of the same putative class of purchasers during the Class Period. It alleges that Henry Schein’s stock price
was inflated during that period because Henry Schein had misleadingly portrayed its dental-distribution business
“as successfully producing excellent profits while operating in a highly competitive environment” even though, “in
reality, [Henry Schein] had engaged for years in collusive and anticompetitive practices in order to maintain
Schein’s margins, profits, and market share.” The complaint alleges that the stock price started to fall from
August 8, 2017, when the company announced below-expected financial performance that allegedly “revealed that
Schein’s poor results were a product of abandoning prior attempts to inflate sales volume and margins through
anticompetitive collusion,” through February 13, 2018, after the FTC filed a complaint against Benco, Henry
Schein and Patterson alleging that they violated U.S. antitrust laws. The complaint alleges violations of Section
10(b) of the Exchange Act and Rule 10b-5 and Section 20(a) of the Exchange Act. On September 27, 2019, the
court issued a decision partially granting and partially denying defendants’ motion to dismiss the securities action.
The court dismissed all claims against Messrs. Bergman and Paladino as well as the Section 10(b) claim against
Henry Schein to the extent that that claim relied on the Company’s financial results and margins to allege a material
misstatement or omission. The court also dismissed the Section 10(b) claim against Henry Schein to the extent that
it relied on the Company’s August 8, 2017 disclosure to allege loss causation. The court otherwise denied the
motion as to Henry Schein and Mr. Sullivan. Henry Schein and Mr. Sullivan moved for partial reconsideration of
the court’s decision. Pursuant to all parties’ request, the court temporarily took the motion off the calendar after it
was fully briefed. The parties have agreed to a resolution of this matter, subject to various conditions, including the
drafting and execution of a definitive settlement agreement and court approval. The contemplated settlement, if

Table of Contents

finally approved, would have no earnings impact to the Company as all payments would be covered by insurance.
Henry Schein had previously received a request under 8 Del. C. § 220 to inspect corporate books and records
relating to the issues raised in the securities class action and the antitrust matters discussed above.

On May 3, 2018, a purported class action complaint, Marion Diagnostic Center, LLC, et al. v. Becton, Dickinson,
and Co., et al., Case No. 3:18-cv-010509, was filed in the U.S. District Court for the Southern District of Illinois
against Becton, Dickinson, and Co. (“Becton”); Premier, Inc. (“Premier”), Vizient, Inc. (“Vizient”), Cardinal
Health, Inc. (“Cardinal”), Owens & Minor Inc. (“O&M”), Henry Schein, Inc., and Unnamed Becton Distributor
Co-Conspirators. The complaint alleges that the defendants entered into a vertical conspiracy to force health care
providers into long-term exclusionary contracts that restrain trade in the nationwide markets for conventional and
safety syringes and safety IV catheters and inflate the prices of certain Becton products to above-competitive
levels. The named plaintiffs seek to represent three separate classes consisting of all health care providers that
purchased (i) Becton’s conventional syringes, (ii) Becton’s safety syringes, or (iii) Becton’s safety catheters directly
from Becton, Premier, Vizient, Cardinal, O&M or Henry Schein on or after May 3, 2014. The complaint asserts a
single count under Section 1 of the Sherman Act, and seeks equitable relief, treble damages, reasonable attorneys’
fees and costs and expenses, and pre-judgment and post-judgment interest. On June 15, 2018, an amended
complaint was filed asserting the same allegations against the same parties and adding McKesson Medical-Surgical,
Inc. as a defendant. On November 30, 2018, the District Court granted defendants’ motion to dismiss and entered a
final judgment, dismissing plaintiffs’ complaint with prejudice. On December 27, 2018, plaintiffs appealed the
District Court’s decision to the Seventh Circuit Court of Appeals. The parties argued the appeal on September 27,
2019 and are currently awaiting the Seventh Circuit’s ruling.

On May 29, 2018, an amended complaint was filed in the MultiDistrict Litigation (“MDL”) proceeding In Re
National Prescription Opiate Litigation (MDL No. 2804; Case No. 17-md-2804) in an action entitled The County of
Summit, Ohio et al. v. Purdue Pharma, L.P., et al., Civil Action No. 1:18-op-45090-DAP (“County of Summit
Action”), in the U.S. District Court for the Northern District of Ohio, adding Henry Schein, Inc., Henry Schein
Medical Systems, Inc. and others as defendants. Summit County alleges that manufacturers of prescription opioid
drugs engaged in a false advertising campaign to expand the market for such drugs and their own market share and
that the entities in the supply chain (including Henry Schein, Inc. and Henry Schein Medical Systems, Inc.) reaped
financial rewards by refusing or otherwise failing to monitor appropriately and restrict the improper distribution of
those drugs. On October 29, 2019, the Company was dismissed with prejudice from this lawsuit. Henry Schein,
working with Summit County, donated $1 million to a foundation dedicated to making grants to programs within
Summit County focused on (i) educating the community on alternative pain management treatment techniques
and/or avoiding addiction; (ii) supporting research into alternative pain management techniques and protocols; (iii)
enabling professionals to obtain the necessary certification for a Medication Assisted Treatment (MAT) Waiver;
and (iv) advancing programs and services to Summit County to deliver results and solutions to the opiate and
addiction crises. Henry Schein paid $250,000 of Summit County’s expenses.

In addition to the County of Summit Action, Henry Schein and/or one or more of its affiliated companies have
currently been named as a defendant in multiple lawsuits (currently less than one-hundred and twenty-five (125)),
which allege claims similar to those alleged in the County of Summit Action. At this time, the only case set for
trial is the action filed by Tuscon Medical Center, which is currently scheduled for a 30-day trial beginning on
March 16, 2021. These actions consist of some that have been consolidated within the MDL and are currently
abated for discovery purposes, and others which remain pending in state courts and are proceeding independently
and outside of the MDL. Of Henry Schein’s 2018 revenue of $9.4 billion from continuing operations, sales of
opioids represented less than one-tenth of 1 percent. Opioids represent a negligible part of our business. We intend
to defend ourselves vigorously against these actions.

Table of Contents

all of such overcharges to members of the class. Subject to certain exclusions, the complaint defines the class as
“all persons residing in Illinois purchasing and/or reimbursing for dental care provided by independent Illinois
dental practices purchasing dental supplies from the defendants, or purchasing from buying groups purchasing these
supplies from the defendants, on or after January 29, 2015.” The complaint alleges violations of the Illinois
Antitrust Act, 740 Ill. Comp. Stat. §§ 10/3(2), 10/7(2), and seeks a permanent injunction, actual damages to be
determined at trial, trebled, reasonable attorneys’ fees and costs, and pre- and post-judgment interest. On February
13, 2020, the court granted our motion to dismiss for lack of standing, and dismissed the action with prejudice.

On September 30, 2019, City of Hollywood Police Officers Retirement System, individually and on behalf of all
others similarly situated, filed a putative class action complaint for violation of the federal securities laws against
Henry Schein, Inc., Covetrus, Inc., and Benjamin Shaw and Christine Komola (Covetrus’s then Chief Executive
Officer and Chief Financial Officer, respectively) in the U.S. District Court for the Eastern District of New York,
Case No. 2:19-cv-05530-FB-RLM. The complaint seeks to certify a class consisting of all persons and entities
who, subject to certain exclusions, purchased or otherwise acquired Covetrus common stock from February 8, 2019
through August 12, 2019. The case relates to the Animal Health Spin-off and Merger of the Henry Schein Animal
Health Business with Vets First Choice in February 2019. The complaint alleges violations of Sections 10(b) and
20(a) of the Exchange Act and SEC Rule 10b-5 and asserts that defendants’ statements in the offering documents
and after the transaction were materially false and misleading because they purportedly overstated Covetrus’s
capabilities as to inventory management and supply-chain services, understated the costs of integrating the Henry
Schein Animal Health Business and Vets First Choice, understated Covetrus’s separation costs from Henry Schein,
and understated the impact on earnings from online competition and alternative distribution channels and from the
loss of an allegedly large customer in North America just before the Separation and Merger. The complaint seeks
unspecified monetary damages and a jury trial. Pursuant to the provisions of the PSLRA, the court appointed lead
plaintiff and lead counsel on December 23, 2019. We intend to defend ourselves vigorously against this action.

On November 15, 2019, Frank Finazzo filed a putative shareholder derivative action on behalf of Henry Schein,
Inc. against various present and former directors and officers of Henry Schein in the U.S. District Court for the
Eastern District of New York, Case No. 1:19-cv-6485-LDH-JO. The named defendants in the action are Stanley
M. Bergman, Steven Paladino, Timothy J. Sullivan, Barry J. Alperin, Lawrence S. Bacow, Gerald A. Benjamin,
James P. Breslawski, Paul Brons, Shira Goodman, Joseph L. Herring, Donald J. Kabat, Kurt Kuehn, Philip A.
Laskawy, Anne H. Margulies, Karyn Mashima, Norman S. Matthews, Mark E. Mlotek, Carol Raphael, E. Dianne
Rekow, Bradley T. Sheares, and Louis W. Sullivan, with Henry Schein named as a nominal defendant. The
Complaint asserts claims under the federal securities laws and state law relating to the allegations in the antitrust
actions, the In re Henry Schein, Inc. Securities Litigation, and the City of Hollywood securities class action
described above. The complaint seeks declaratory, injunctive, and monetary relief on behalf of Henry Schein. On
January 6, 2020, counsel who filed the Finazzo case filed another, virtually identical putative shareholder derivative
action on behalf of Henry Schein against the same defendants, asserting the same claims and seeking the same
relief. That case, captioned Mark Sloan v. Stanley M. Bergman, et al., is also pending in the U.S. District Court for
the Eastern District of New York, Case No. 1:20-cv-0076. On January 24, 2020, the court consolidated the Finazzo
and Sloan cases under the new caption In re Henry Schein, Inc. Derivative Litigation, No. 1:19-cv-06485-LDH-JO,
and appointed the counsel in these cases as co-lead counsel for the consolidated action. The parties have agreed to
a resolution of this matter subject to various conditions, including the drafting and execution of a definitive
settlement agreement and court approval. The contemplated settlement, if finally approved, would involve the
adoption of certain procedures but would not involve the payment of any money except a fee to the plaintiffs’
attorneys that is immaterial.

From time to time, we may become a party to other legal proceedings, including, without limitation, product
liability claims, employment matters, commercial disputes, governmental inquiries and investigations (which may
in some cases involve our entering into settlement arrangements or consent decrees), and other matters arising out
of the ordinary course of our business. While the results of any legal proceeding cannot be predicted with certainty,
in our opinion none of these other pending matters are currently anticipated to have a material adverse effect on our
consolidated financial position, liquidity or results of operations.

Table of Contents

As of December 28, 2019, we had accrued our best estimate of potential losses relating to claims that were probable
to result in liability and for which we were able to reasonably estimate a loss. This accrued amount, as well as
related expenses, was not material to our financial position, results of operations or cash flows. Our method for
determining estimated losses considers currently available facts, presently enacted laws and regulations and other
factors, including probable recoveries from third parties.

ITEM 4. Mine Safety Disclosures

Not applicable.

Table of Contents

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

Our common stock is traded on the Nasdaq Global Select Market tier of the Nasdaq Stock Market, or Nasdaq,
under the symbol HSIC.

On February 14, 2020, there were approximately 269 holders of record of our common stock and the last reported
sales price was $72.13.

Purchases of Equity Securities by the Issuer

Our share repurchase program, announced on March 3, 2003, originally allowed us to repurchase up to two million
shares pre-stock splits (eight million shares post-stock splits) of our common stock, which represented
approximately 2.3% of the shares outstanding at the commencement of the program. As summarized in the table
below, subsequent additional increases totaling $3.7 billion, authorized by our Board of Directors, to the repurchase
program provide for a total of $3.8 billion of shares of our common stock to be repurchased under this program.

Date of
Authorization

Amount of Additional
Repurchases Authorized

June 21, 2004

October 31, 2005

March 28, 2007

November 16, 2010

August 18, 2011

April 18, 2012

November 12, 2012

December 9, 2013

December 4, 2014

November 30, 2015

October 18, 2016

September 15, 2017

December 12, 2018

October 30, 2019

100,000,000
100,000,000
100,000,000
100,000,000
200,000,000
200,000,000
300,000,000
300,000,000
300,000,000
400,000,000
400,000,000
400,000,000
400,000,000
400,000,000

As of December 28, 2019, we had repurchased approximately $3.5 billion of common stock (74,363,289 shares)
under these initiatives, with $275.0 million available for future common stock share repurchases.

Table of Contents

The following table summarizes repurchases of our common stock under our stock repurchase program during the
fiscal quarter ended December 28, 2019:

Total
Number
of Shares

Fiscal Month

Purchased (1)

9/29/19 through 11/02/19

11/03/19 through 11/30/19

12/01/19 through 12/28/19

- $

795,000
2,101,656
2,896,656

Average
Price Paid
Per Share

-
69.40
68.91

Total Number
of Shares
Purchased as Part
of Our Publicly

Maximum Number

of Shares
that May Yet

Be Purchased Under

Announced Program

Our Program (2)

795,000
2,101,656
2,896,656

7,503,954

6,093,247

4,130,374

(1) All repurchases were executed in the open market under our existing publicly announced authorized program. This table excludes

shares withheld from employees to satisfy minimum tax withholding requirements for equity-based transactions.

(2)

The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the
closing price of our common stock at that time.

Dividend Policy

We have not declared any cash or stock dividends on our common stock during fiscal years 2019 or 2018. We
currently do not anticipate declaring any cash or stock dividends on our common stock in the foreseeable future.
We intend to retain earnings to finance the expansion of our business and for general corporate purposes, including
our share repurchase program. Any declaration of dividends will be at the discretion of our Board of Directors and
will depend upon the earnings, financial condition, capital requirements, level of indebtedness, contractual
restrictions with respect to payment of dividends and other factors.

Table of Contents

Stock Performance Graph

The graph below compares the cumulative total stockholder return on $100 invested, assuming the reinvestment of
all dividends, on December 27, 2014, the last trading day before the beginning of our 2015 fiscal year, through the
end of our 2019 fiscal year with the cumulative total return on $100 invested for the same period in the Dow Jones
U.S. Health Care Index and the Nasdaq Stock Market Composite Index.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

ASSUMES $100 INVESTED ON DECEMBER 27, 2014
ASSUMES DIVIDENDS REINVESTED

December 27, December 26, December 31, December 30, December 29, December 28,

2014

2015

2016

2017

2018

2019

Henry Schein, Inc. ...............................................................................................................................................................................................

113.43

100.00

110.43

125.14

101.73

114.34

Dow Jones U.S. Health

Care Index .......................................................................................................................................................................................................

100.00

132.27

102.82

163.32

126.30

105.95

NASDAQ Stock Market

Composite Index ...............................................................................................................................................................................................

100.00

143.41

114.75

148.76

198.30

106.25

Table of Contents

ITEM 6. Selected Financial Data

The following selected financial data, with respect to our financial position and results of operations for each of the
five fiscal years in the period ended December 28, 2019, set forth below, has been derived from, should be read in
conjunction with and is qualified in its entirety by reference to, our consolidated financial statements and notes
thereto. The selected financial data presented below should also be read in conjunction with ITEM 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ITEM 8,
“Financial Statements and Supplementary Data.”

December 28,
2019

December 29, December 30, December 31, December 26,

Years ended

2018

2017
(in thousands, except per share data)

2016

2015

7,650,755
2,476,068
1,869,351
-
26,587
580,130
(17,904)

9,985,803
3,090,886
2,357,920
-
14,705
718,261
(37,954)

8,883,438 $
2,746,662
2,071,576
5,325
-
669,761
(39,967)

8,218,885 $
2,605,907
1,975,445
-
38,621
591,841
(18,705)

Income Statement Data:
Net sales .............................................................................................................................................................................................................
9,417,603 $
Gross profit ..........................................................................................................................................................................................................
2,910,747
Selling, general and administrative expenses .....................................................................................................................................................................
2,217,273
Litigation settlements................................................................................................................................................................................................
38,488
Restructuring costs (1) ..............................................................................................................................................................................................
54,367
Operating income ...................................................................................................................................................................................................
600,619
Other expense, net ...................................................................................................................................................................................................
(63,783)
Income from continuing operations before taxes, equity
in earnings of affiliates and noncontrolling interests ..........................................................................................................................................................
536,836
Income taxes (2) .....................................................................................................................................................................................................
(107,432)
Equity in earnings of affiliates .....................................................................................................................................................................................
21,037
Net gain (loss) on sale of equity investments (3) .................................................................................................................................................................
-
Net income from continuing operations ..........................................................................................................................................................................
450,441
Income (loss) from discontinued operations ......................................................................................................................................................................
111,685
Net income ...........................................................................................................................................................................................................
562,126
Less: Net income attributable to noncontrolling interests .......................................................................................................................................................
(19,724)
Less: Net (income) loss attributable to noncontrolling
interests from discontinued operations .........................................................................................................................................................................
(6,521)
Net income attributable to Henry Schein, Inc. ...................................................................................................................................................................
535,881 $
Amounts attributable to Henry Schein, Inc.:
Continuing operations ..............................................................................................................................................................................................
430,717
Discontinued operations ............................................................................................................................................................................................
105,164
Net income attributable to Henry Schein, Inc. ...................................................................................................................................................................
535,881 $

573,136
(169,311)
17,110
-
420,935
135,460
556,395
(19,651)

629,794
(308,975)
15,293
(17,636)
318,476
140,817
459,293
(25,304)

680,307
(159,515)
17,900
186,769
725,461
(6,323)
719,138
(24,770)

562,226
(170,113)
13,300
-
405,413
118,014
523,427
(19,705)

401,284
105,494
506,778 $

293,172
113,127
406,299 $

700,691
(5,957)
694,734

385,708
93,350
479,058

(29,966)
506,778 $

(27,690)
406,299 $

366
694,734

(24,664)
479,058

Earnings (loss) per share attributable to
Henry Schein, Inc.:

From continuing operations:
Basic ...............................................................................................................................................................................................................
Diluted ............................................................................................................................................................................................................

2.82 $
2.80

2.48 $
2.45

1.87 $
1.85

4.74
4.69

2.33
2.29

From discontinued operations:
Basic ...............................................................................................................................................................................................................
Diluted .............................................................................................................................................................................................................

0.69 $
0.68

0.65 $
0.64

0.72 $
0.72

(0.04)
(0.04)

0.56
0.55

Earnings per share attributable to Henry Schein, Inc.:
Basic ...............................................................................................................................................................................................................
Diluted ............................................................................................................................................................................................................

3.51 $
3.49

3.14 $
3.10

2.59 $
2.57

4.70
4.65

2.89
2.85

Weighted-average common shares outstanding:
Basic ...............................................................................................................................................................................................................
152,656
Diluted ............................................................................................................................................................................................................
153,707

161,641
163,723

156,787
158,208

147,817
149,257

165,687
168,250

Table of Contents

Years ended
December 28, December 29, December 30, December 31, December 26,
2017

2016

2018

2015

2019

Net Sales by Market Data:

(in thousands)

Health care distribution (4):
6,347,998 $
Dental ..............................................................................................................................................................................................................
2,661,166
Medical ............................................................................................................................................................................................................
9,009,164
Total health care distribution ..................................................................................................................................................................................
408,439
Technology and value-added services (5) ........................................................................................................................................................................
9,417,603
Total excluding Corporate TSA revenues ........................................................................................................................................................................
-
Corporate TSA revenues (6) .......................................................................................................................................................................................

6,047,811 $
2,497,994
8,545,805
337,633
8,883,438
-

6,415,865 $
2,973,586
9,389,451
515,085
9,904,536
81,267

5,554,296 $
2,337,661
7,891,957
326,928
8,218,885
-

2,072,915

7,348,320

5,275,405

7,650,755

302,435

9,417,603 $
Total .............................................................................................................................................................................................................

8,883,438 $

9,985,803 $

8,218,885 $

7,650,755

As of
December 28, December 29, December 30, December 31, December 26,
2017

2016

2018

2015

2019

Balance Sheet Data:
8,500,527 $
Total assets ..........................................................................................................................................................................................................
980,344
Long-term debt .....................................................................................................................................................................................................
219,724
Redeemable noncontrolling interests .............................................................................................................................................................................
3,541,788
Stockholders' equity ................................................................................................................................................................................................

7,863,995 $
884,227
465,584
2,824,410

7,151,101 $
622,908
287,258
3,630,137

6,811,763 $
689,626
285,567
2,800,804

6,580,775

2,886,814

439,830

266,435

(in thousands)

(1) Restructuring costs for the year ended December 28, 2019 consist primarily of severance costs, including severance pay and benefits
of $13.8 million and facility closing costs of $0.9 million. Restructuring costs for the year ended December 29, 2018 consist
primarily of severance costs, including severance pay and benefits of $50.2 million, facility closing costs of $3.2 million and other
costs of $1.0 million. Restructuring costs for the year ended December 31, 2016 consist primarily of severance costs, including
severance pay and benefits of $33.8 million, facility closing costs of $3.2 million and other costs of $1.6 million. Restructuring
costs for the year ended December 26, 2015 consist primarily of severance costs, including severance pay and benefits of $20.3
million, facility closing costs of $4.9 million and other costs of $1.4 million. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Plans of Restructuring” herein and the consolidated financial statements and related
notes contained in ITEM 8.

(2)

In 2018 we recorded (a) a $10.0 million net credit to income tax representing a change in our estimate of the transition tax on
deemed repatriated foreign earnings, (b) a one-time income tax charge of $3.9 million to income tax as a result of a reorganization
of legal entities related to Henry Schein One, (c) an income tax credit of $13.9 million ($10.6 million attributable to Henry Schein,
Inc.) resulting from a legal entity reorganization outside of the United States and (d) a one-time income tax charge of $3.1 million as
a result of the reorganization of legal entities completed in preparation for the Animal Health Spin-off. In 2017 we recorded a one-
time income tax charge of $140 million related to the transition tax on deemed repatriated foreign earnings and a one-time income
tax charge of $3.0 million for the revaluation of deferred taxes associated with U.S. tax reform legislation. In 2015, we recorded a
$6.3 million income tax benefit related to a favorable response to a tax petition, which allowed us to conclude that it is was more
likely than not that certain unrecognized tax benefits, which had been previously reserved, would be realized.

(3) During the fourth quarter of 2019, we sold an equity investment in Hu-Friedy Mfg. Co., LLC, a manufacturer of dental instruments
and infection prevention solutions. Our investment was non-controlling, we were not involved in running the business and had no
representation on the board of directors. During the fourth quarter of 2019, we also sold certain other equity investments.
During 2017 we sold our equity ownership in E4D Technologies resulting in a loss of approximately $17.6 million. There was no
tax benefit recognized related to this loss.

(4) Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and

generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.

(5) 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
services.

(6) Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in

connection with the Animal Health Spin-off, which we expect to continue through August 2020.

Table of Contents

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we
provide the following cautionary remarks regarding important factors that, among others, could cause future results
to differ materially from the forward-looking statements, expectations and assumptions expressed or implied
herein. All forward-looking statements made by us are subject to risks and uncertainties and are not guarantees of
future performance. These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance and achievements or industry results to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking
statements. These statements are generally identified by the use of such terms as “may,” “could,” “expect,”
“intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable
terms. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in
this Annual Report on Form 10-K, and in particular the risks discussed under the caption “Risk Factors” in Item 1A
of this report and those discussed in other documents we file with the Securities and Exchange Commission (SEC).

Risk factors and uncertainties that could cause actual results to differ materially from current and historical results
include, but are not limited to: effects of a highly competitive and consolidating market; increased competition by
third party commerce sites; our dependence on third parties for the manufacture and supply of our products; our
dependence upon sales personnel, customers, suppliers and manufacturers; our dependence on our senior
management; fluctuations in quarterly earnings; risks from expansion of customer purchasing power and multi-
tiered costing structures; increases in shipping costs for our products or other service issues with our third-party
shippers; general global macro-economic conditions; risks associated with currency fluctuations; risks associated
with political and economic uncertainty; disruptions in financial markets; volatility of the market price of our
common stock; changes in the health care industry; implementation of health care laws; failure to comply with
regulatory requirements and data privacy laws; risks associated with our global operations; risks associated with the
Coronavirus; risks associated with the United Kingdom’s withdrawal from the European Union; transitional
challenges associated with acquisitions, dispositions and joint ventures, including the failure to achieve anticipated
synergies/benefits; financial and tax risks associated with acquisitions, dispositions and joint ventures; litigation
risks; new or unanticipated litigation developments and the status of litigation matters; the dependence on our
continued product development, technical support and successful marketing in the technology segment; our
dependence on third parties for certain technologically advanced components; risks from disruption to our
information systems; cyberattacks or other privacy or data security breaches; certain provisions in our governing
documents that may discourage third-party acquisitions of us; and changes in tax legislation. The order in which
these factors appear should not be construed to indicate their relative importance or priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control
or predict. Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction
of actual results. We undertake no duty and have no obligation to update forward-looking statements.

Where You Can Find Important Information

We may disclose important information through one or more of the following channels: SEC filings, public
conference calls and webcasts, press releases, the investor relations page of our website (www.henryschein.com)
and the social media channels identified on the Newsroom page of our website.

Recent Developments

During the fourth quarter of 2019, we sold an equity investment in Hu-Friedy Mfg. Co., LLC, a manufacturer of
dental instruments and infection prevention solutions. Our investment was non-controlling, we were not involved
in running the business and had no representation on the board of directors. During the fourth quarter of 2019, we
also sold certain other equity investments. In aggregate, the sales of these investments resulted in a pre-tax gain of
approximately $250.2 million and an after-tax gain of approximately $186.8 million.

Table of Contents

On February 7, 2019 (the “Distribution Date”), we completed the separation (the “Separation”) and subsequent
merger of our animal health business (the “Henry Schein Animal Health Business”) with Direct Vet Marketing, Inc.
(d/b/a Vets First Choice, “Vets First Choice”) (the “Merger”). This was accomplished by a series of transactions
among us, Vets First Choice, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly owned subsidiary of ours
prior to the Distribution Date, and HS Merger Sub, Inc., a wholly owned subsidiary of Covetrus (“Merger Sub”).
In connection with the Separation, we contributed, assigned and transferred to Covetrus certain applicable assets,
liabilities and capital stock or other ownership interests relating to the Henry Schein Animal Health Business. On
the Distribution Date, we received a tax-free distribution of $1,120 million from Covetrus pursuant to certain debt
financing incurred by Covetrus. On the Distribution Date and prior to the Animal Health Spin-off, Covetrus issued
shares of Covetrus common stock to certain institutional accredited investors (the “Share Sale Investors”) for
$361.1 million (the “Share Sale”). The proceeds of the Share Sale were paid to Covetrus and distributed to us.
Subsequent to the Share Sale, we distributed, on a pro rata basis, all of the shares of the common stock of Covetrus
held by us to our stockholders of record as of the close of business on January 17, 2019 (the “Animal Health Spin-
off”). After the Share Sale and Animal Health Spin-off, Merger Sub consummated the Merger whereby it merged
with and into Vets First Choice, with Vets First Choice surviving the Merger as a wholly owned subsidiary of
Covetrus. Immediately following the consummation of the Merger, on a fully diluted basis, (i) approximately 63%
of the shares of Covetrus common stock were (a) owned by our stockholders and the Share Sale Investors, and (b)
held by certain employees of the Henry Schein Animal Health Business (in the form of certain equity awards), and
(ii) approximately 37% of the shares of Covetrus common stock were (a) owned by stockholders of Vets First
Choice immediately prior to the Merger, and (b) held by certain employees of Vets First Choice (in the form of
certain equity awards). After the Separation and the Merger, we no longer beneficially owned any shares of
Covetrus common stock and, following the Distribution Date, will not consolidate the financial results of Covetrus
for the purpose of our financial reporting. Following the Separation and the Merger, Covetrus was an independent,
publicly traded company on the Nasdaq Global Select Market.

Executive-Level Overview

We are headquartered in Melville, New York, employ more than 19,000 people (of which more than 9,400 are
based outside the United States) and have operations or affiliates in 31 countries, including the United States,
Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech Republic, France, Germany, Hong Kong SAR,
Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia, the Netherlands, New Zealand, Poland, Portugal,
Singapore, South Africa, Spain, Sweden, Switzerland, Thailand, United Arab Emirates and the United Kingdom.

We have established strategically located distribution centers to enable us to better serve our customers and
increase our operating efficiency. This 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’ needs. Our infrastructure also allows us to provide convenient ordering and rapid, accurate and
complete order fulfillment.

Table of Contents

Industry Overview

Our operating results in recent years have been significantly affected by strategies and transactions that we
undertook to expand our business, domestically and internationally, in part to address significant changes in the
health care industry, including consolidation of health care distribution companies, health care reform, trends
toward managed care, cuts in Medicare and collective purchasing arrangements.

Our current and future results have been and could be impacted by the current economic environment and
uncertainty, particularly impacting overall demand for our products and services.

Industry Consolidation

The trend of consolidation extends to our customer base. Health care practitioners are increasingly seeking to
partner, affiliate or combine with larger entities such as hospitals, health systems, group practices or physician
hospital organizations. In many cases, purchasing decisions for consolidated groups are made at a centralized or
professional staff level; however, orders are delivered to the practitioners’ offices.

Our trend with regard to acquisitions and joint ventures has been to expand our role as a provider of products and
services to the health care industry. This trend has resulted in our expansion into service areas that complement our
existing operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired
businesses.

Table of Contents

As industry consolidation continues, we believe that we are positioned to capitalize on this trend, as we believe we
have the ability to support increased sales through our existing infrastructure, although there can be no assurances
that we will be able to successfully accomplish this. We also have invested in expanding our sales/marketing
infrastructure to include a focus on building relationships with decision makers who do not reside in the office-
based practitioner setting.

As the health care industry continues to change, we continually evaluate possible candidates for merger and joint
venture or acquisition and intend to continue to seek opportunities to expand our role as a provider of products and
services to the health care industry. There can be no assurance that we will be able to successfully pursue any such
opportunity or consummate any such transaction, if pursued. If additional transactions are entered into or
consummated, we would incur merger and/or acquisition-related costs, and there can be no assurance that the
integration efforts associated with any such transaction would be successful.

Aging Population and Other Market Influences

According to the U.S. Census Bureau’s International Data Base, in 2019 there were more than six and a half`
million Americans aged 85 years or older, the segment of the population most in need of long-term care and elder-
care services. By the year 2050, that number is projected to nearly triple to approximately 19 million. The
population aged 65 to 84 years is projected to increase by approximately 41% during the same time period.

As a result of these market dynamics, annual expenditures for health care services continue to increase in the
United States. We believe that demand for our products and services will grow, while continuing to be impacted by
current and future operating, economic and industry conditions. The Centers for Medicare and Medicaid Services,
or CMS, published “National Health Expenditure Projections 2018-2027” indicating that total national health care
spending reached approximately $3.6 trillion in 2018, or 17.7% of the nation’s gross domestic product, the
benchmark measure for annual production of goods and services in the United States. Health care spending is
projected to reach approximately $6.0 trillion in 2027, approximately 19.4% of the nation’s projected gross
domestic product.

Government

Certain of our businesses involve the distribution of pharmaceuticals and medical devices, and in this regard we are
subject to extensive local, state, federal and foreign governmental laws and regulations applicable to the distribution
and sale of pharmaceuticals and medical devices. Additionally, government and private insurance programs fund a
large portion of the total cost of medical care, and there has been an emphasis on efforts to control medical costs,
including laws and regulations lowering reimbursement rates for pharmaceuticals, medical devices, and/or medical
treatments or services. Also, many of these laws and regulations are subject to change and may impact our
financial performance. In addition, our businesses are generally subject to numerous other laws and regulations
that could impact our financial performance, including securities, antitrust, anti-bribery and anti-kickback, customer
interaction transparency, data privacy, data security and other laws and regulations. Failure to comply with law or
regulations could have a material adverse effect on our business.

Health Care Reform

The United States Patient Protection and Affordable Care Act as amended by the Health Care and Education
Reconciliation Act, each enacted in March 2010 (the “Health Care Reform Law”) increased federal oversight of
private health insurance plans and included a number of provisions designed to reduce Medicare expenditures and
the cost of health care generally, to reduce fraud and abuse, and to provide access to increased health coverage.

Table of Contents

The Health Care Reform Law included a 2.3% excise tax on domestic sales of many medical devices by
manufacturers and importers that was to begin in 2013 and a fee on branded prescription drugs and biologics. The
fee on branded prescription drugs and biologics was implemented in 2011. However, subsequent federal laws had
suspended the imposition of the medical device excise tax through December 31, 2019, and the Further
Consolidated Appropriations Act, 2020, signed into law on December 20, 2019, has permanently repealed the
medical device excise tax. The Health Care Reform Law has also materially expanded the number of individuals
in the United States with health insurance. The Health Care Reform Law has faced ongoing legal challenges,
including litigation seeking to invalidate some of or all of the law or the manner in which it has been implemented.

In addition, the President is seeking to repeal and replace the Health Care Reform Law. Repeal and replace
legislation has been passed in the House of Representatives, but did not obtain the necessary votes in the Senate.
Subsequently, the President has affirmed his intention to repeal and replace the Health Care Reform Law and has
taken a number of administrative actions to materially weaken it, including, without limitation, by permitting the
use of less robust plans with lower coverage and eliminating “premium support” for insurers providing policies
under the Health Care Reform Law. On December 22, 2017, the President signed into law the Tax Cuts and Jobs
Act (the “Tax Act”), 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, and which also repealed the
individual mandate of the Health Care Reform Law. Further, in December 2019, the Fifth Circuit ruled that the
mandate within the Health Care Reform Law requiring that people buy health insurance was unconstitutional,
though the ruling will likely be appealed. The Fifth Circuit remanded the remainder of the case pertaining to the
viability of the remainder of the Health Care Reform Law, in the absence of the individual mandate, to the District
Court of the Northern District of Texas. Any outcome of these cases that changes the Health Care Reform Law,
could have a significant impact on the U.S. health care industry. The uncertain status of the Health Care Reform
Law affects our ability to plan.

A Health Care Reform Law provision, generally referred to as the Physician Payment Sunshine Act or Open
Payments Program, 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 and teaching hospitals), and for such manufacturers and distributors and for group purchasing
organizations, with regard to certain ownership interests held by physicians in the reporting entity. CMS publishes
information from these reports on a publicly available website, including amounts transferred and physician, dentist
and teaching hospital identities. Amendments expanded the law to also require reporting, effective January 1,
2022, of payments or other transfers of value to physician assistants, nurse practitioners, clinical nurse specialists,
certified registered nurse anesthetists, and certified nurse-midwives, and this new requirement will be effective for
data collected beginning in calendar year 2021.

Under the Physician Payment Sunshine Act, we are required to collect and report detailed information regarding
certain financial relationships we have with covered recipients such as physicians, dentists and teaching hospitals.
We believe that we are substantially compliant with applicable Physician Payment Sunshine Act requirements. The
Physician Payment 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 Physician
Payment Sunshine Act, and some of these state laws, as well as the federal law, can be ambiguous. We are also
subject to foreign regulations requiring transparency of certain interactions between suppliers and their
customers. While we believe we have substantially compliant programs and controls in place to comply with these
requirements, our compliance with these rules imposes additional costs on us.

Table of Contents

reimbursement to eligible clinicians includes both positive and negative payment adjustments that take into account
quality, promoting interoperability, cost and improvement activities. Advanced APMs generally involve higher
levels of financial and technology risk. The first MIPS performance year was 2017, and the data collected in the
first performance year determines payment adjustments that began January 1, 2019. MACRA standards continue to
evolve, and represent 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 depend on
future regulatory activity and physician activity in the marketplace. MACRA may encourage physicians to move
from smaller practices to larger physician groups or hospital employment, leading to a consolidation of a portion of
our customer base. Although we believe that we are positioned to capitalize on this consolidation trend, there can
be no assurances that we will be able to successfully accomplish this.

Health Care Fraud

Table of Contents

Operating, Security and Licensure Standards

The FDC Act and similar foreign laws generally regulate the introduction, manufacture, advertising, labeling,
packaging, storage, handling, reporting, marketing 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.
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”), is being phased in over a period of ten years, and is intended to build a national electronic,
interoperable system to identify and trace certain prescription drugs as they are distributed in the United
States. The law’s track and trace requirements applicable to manufacturers, wholesalers, repackagers and
dispensers (e.g., pharmacies) of prescription drugs took effect in January 2015, and continues to be
implemented. The DSCSA product tracing requirements replace the former FDA drug pedigree requirements and
pre-empt certain state requirements that are inconsistent with, more stringent than, or in addition to, the DSCSA
requirements.

The DSCSA also establishes certain requirements for the licensing and operation of prescription drug wholesalers
and third party logistics providers (“3PLs”), and includes the eventual creation of national wholesaler and 3PL
licenses in cases where states do not license such entities. The DSCSA requires that wholesalers and 3PLs
distribute drugs in accordance with certain standards regarding the recordkeeping, storage and handling of
prescription drugs. The DSCSA requires wholesalers and 3PLs to submit annual reports to the FDA, which include
information regarding each state where the wholesaler or PL is licensed, the name and address of each facility and
contact information. According to FDA guidance, states are pre-empted from imposing any licensing requirements
that are inconsistent with, less stringent than, directly related to, or covered by the standards established by federal
law in this area. Current state licensing requirements concerning wholesalers will remain in effect until the FDA
issues new regulations as directed by the DSCSA.

We believe that we are substantially compliant with applicable DSCSA requirements.

Table of Contents

The Food and Drug Administration Amendments Act of 2007 and the Food and Drug Administration Safety and
Innovation Act of 2012 amended the FDC Act to require the FDA to promulgate regulations to implement a unique
device identification (“UDI”) system. The UDI rule phased in the implementation of the UDI regulations over
seven years, generally beginning with the highest-risk devices (i.e., Class III medical devices) and ending with the
lowest-risk devices. Most compliance dates were reached as of September 24, 2018, with a final set of
requirements for low-risk devices being reached on September 24, 2022, which will complete the phase in. The
UDI regulations require “labelers” to include unique device identifiers (“UDIs”), with a content and format
prescribed by the FDA and issued under a system operated by an FDA-accredited issuing agency, on the labels and
packages of medical devices, and to directly mark certain devices with UDIs. The UDI regulations also require
labelers to submit certain information concerning UDI-labeled devices to the FDA, much of which information is
publicly available on an FDA database, the Global Unique Device Identification Database. The UDI regulations
and subsequent FDA guidance regarding the UDI requirements provide for certain exceptions, alternatives and time
extensions. For example, the UDI regulations include a general exception for Class I devices exempt from the
Quality System Regulation (other than record-keeping requirements and complaint files). Regulated labelers
include entities such as device manufacturers, repackagers, reprocessors and relabelers that cause a device’s label to
be applied or modified, with the intent that the device will be commercially distributed without any subsequent
replacement or modification of the label, and include certain of our businesses.

We believe that we are substantially compliant with applicable UDI requirements.

Under the Controlled Substances Act, as a distributor of controlled substances, we are required to obtain and renew
annually registrations for our facilities from the United States Drug Enforcement Administration (“DEA”)
permitting us to handle controlled substances. We are also subject to other statutory and regulatory requirements
relating to the storage, sale, marketing, handling, reporting, record keeping and distribution of such drugs, in
accordance with the Controlled Substances Act and its implementing regulations, and these requirements have been
subject to heightened enforcement activity in recent times. We are subject to inspection by the DEA.

In the European Union, the EU Medical Device Regulation No. 2017/745 (“EU MDR”) will apply as of May 26,
2020. The EU MDR significantly modifies and intensifies the regulatory compliance requirements for the medical
device industry as a whole. In particular, the EU MDR imposes stricter requirements for confirmation that a product
meets the regulatory requirements, including regarding a product’s clinical evaluation and a company’s quality
systems and for the distribution, marketing and sale of medical devices, including post-market surveillance.
Medical devices that have been assessed and/or certified under the EU Medical Device Directive may continue to
be placed on the market until 2024 (or until the expiry of their certificates, if applicable and earlier); however,
requirements regarding the distribution, marketing and sale including quality systems and post-market surveillance

Table of Contents

are required to be observed by manufacturers, importers and distributors as of the application date.

Certain of our businesses also maintain contracts with governmental agencies and are subject to certain regulatory
requirements specific to government contractors.

Antitrust

Regulated Software; Electronic Health Records

In addition, the European Parliament and the Council of the European Union have adopted a new pan-European
General Data Protection Regulation (“GDPR”), effective from May 25, 2018, which increased privacy rights for
individuals in Europe (“Data Subjects”), including individuals who are our customers, suppliers and employees.
The GDPR extended the scope of responsibilities for data controllers and data processors and generally imposes
increased requirements and potential penalties on companies, such as us, that offer goods or services to Data
Subjects or monitor their behavior (including by companies based outside of Europe). Noncompliance can result in
penalties of up to the greater of EUR 20 million, or 4% of global company revenues. Individual member states may
impose additional requirements and penalties regarding certain matters such as employee personal data. With
respect to the personal data it protects, the GDPR requires, among other things, company accountability, consents
from Data Subjects or other acceptable legal basis to process the personal data, breach notifications within 72
hours, data integrity and security, and fairness and transparency regarding the storage, use or other processing of
the personal data. The GDPR also, provides rights to Data Subjects relating to the modification, erasure and
transporting of the personal data. In the United States, the California Consumer Privacy Act (“CCPA”), which
increases the privacy protections afforded California residents and was signed into law on June 28, 2018, 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. The California
Attorney General released proposed CCPA regulations on October 10, 2019, and is required to adopt final
regulations on or before July 1, 2020. In addition to providing for enforcement by the California Attorney General,
the CCPA also provides for a private right of action. Entities in violation of the CCPA may be liable for substantial
civil penalties. Other states, as well as the federal government, have increasingly considered the adoption of
similarly expansive personal privacy laws, also backed by substantial civil penalties for non-compliance. While we

Table of Contents

believe we have substantially compliant programs and controls in place to comply with the GDPR and CCPA
requirements, our compliance with these measures 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.

We also sell products and services that health care providers, such as physicians and dentists, use to store and
manage patient medical or dental records. These customers, and we, are subject to laws, regulations and industry
standards, such as the federal Health Insurance Portability and Accountability Act of 1996, as amended, and
implementing regulations (“HIPAA”) and the Payment Card Industry Data Security Standards, which require the
protection of the privacy and security of those records, and our products may also be used as part of these
customers’ comprehensive data security programs, including in connection with their efforts to comply with
applicable privacy and security laws. Perceived or actual security vulnerabilities in our products or services, or the
perceived or actual failure by us or our customers who use our products or services to comply with applicable legal
or contractual data privacy and security requirements, may not only cause us significant reputational harm, but may
also lead to claims against us by our customers and/or governmental agencies and involve substantial fines,
penalties and other liabilities and expenses and costs for remediation.

Table of Contents

identifying specific considerations related to the ability of electronic medical devices to safely and effectively
exchange and use exchanged information. As a medical device manufacturer, we must manage risks including
those associated with an electronic interface that is incorporated into a medical device.

There may be additional legislative or regulatory initiatives in the future impacting health care.

E-Commerce

Through our proprietary, technologically based suite of products, we offer customers a variety of competitive
alternatives. We believe that our tradition of reliable service, our name recognition and large customer base built
on solid customer relationships, position us well to participate in this significant aspect of the distribution
business. We continue to explore ways and means to improve and expand our Internet presence and capabilities,
including our online commerce offerings and our use of various social media outlets.

Table of Contents

Results of Operations

The following tables summarize the significant components of our operating results and cash flows from continuing
operations for each of the three years ended December 28, 2019, December 29, 2018 and December 30, 2017 (in
thousands):

Years Ended
December 28, December 29,

2019

2018

December 30,
2017

Operating results:
Net sales ..........................................................................................................................................................................................................
Cost of sales .....................................................................................................................................................................................................
Gross profit ......................................................................................................................................................................................................
Operating expenses:
Selling, general and administrative .....................................................................................................................................................................
Litigation settlements ........................................................................................................................................................................................
Restructuring costs ............................................................................................................................................................................................

9,417,603 $
6,506,856
2,910,747

9,985,803 $
6,894,917
3,090,886

8,883,438
6,136,776
2,746,662

2,357,920
-
14,705
718,261 $

2,217,273
38,488
54,367
600,619 $

2,071,576
5,325
-
669,761

Operating income ..............................................................................................................................................................................................

Other expense, net ............................................................................................................................................................................................
Net gain (loss) on sale of equity investments .......................................................................................................................................................
Net income from continuing operations ...............................................................................................................................................................
Income (loss) from discontinued operations .........................................................................................................................................................
Net income attributable to Henry Schein, Inc. .....................................................................................................................................................

(37,954) $
186,769
725,461
(6,323)
694,734

(39,967)
(17,636)
318,476
140,817
406,299

-
450,441
111,685
535,881

(63,783) $

Years Ended
December 28, December 29,

2019

2018

December 30,
2017

Cash flows:
Net cash provided by operating activities from continuing operations ....................................................................................................................
Net cash used in investing activities from continuing operations ............................................................................................................................
Net cash used in financing activities from continuing operations ...........................................................................................................................

375,035
(212,741)
(73,944)

(164,324)
(402,173)

(422,309)
(363,351)

450,955 $

820,478 $

Plans of Restructuring

On July 9, 2018, we committed to an initiative to rationalize our operations and provide expense efficiencies.
These actions allowed us to execute on our plan to reduce our cost structure and fund new initiatives that are
expected to drive future growth under our 2018 to 2020 strategic plan. This initiative resulted in the elimination of
approximately 4% of our workforce and the closing of certain facilities.

The total 2019 and 2018 costs associated with the actions to complete this restructuring were $14.7 million and
$54.4 million, respectively, from continuing operations, consisting primarily of severance costs. The costs
associated with this restructuring are included in a separate line item, “Restructuring costs” within our consolidated
statements of income.

On November 20, 2019, we committed to the contemplated initiative, intended to mitigate stranded costs associated
with the Animal Health Spin-off as well as to rationalize operations and provide expense efficiencies. These
activities are expected to be completed by the end of 2020. We are currently unable in good faith to make a
determination of an estimate of the amount or range of amounts expected to be incurred in connection with these
activities, both with respect to each major type of cost associated therewith and with respect to the total cost, or an
estimate of the amount or range of amounts that will result in future cash expenditures. We will disclose this
information after we determine such estimates or range of estimates.

Table of Contents

2019 Compared to 2018

Net Sales

Net sales for 2019 and 2018 were as follows (in thousands):

2019

% of
Total

2018

% of
Total

Increase

Health care distribution (1):
Dental ...............................................................................................................................................................................................................
Medical .............................................................................................................................................................................................................

Total excluding Corporate TSA revenues ...................................................................................................................................................................

Corporate TSA revenues (3) ....................................................................................................................................................................................

Total .................................................................................................................................................................................................................

100.0 % $

67.4 % $
28.3
95.7
4.3
100.0
-
100.0 % $

6,347,998
2,661,166
9,009,164
408,439
9,417,603
-
9,417,603

6,415,865
2,973,586
9,389,451
515,085
9,904,536
81,267
9,985,803

64.2 % $
29.8
94.0
5.2
99.2
0.8

67,867
312,420
380,287
106,646
486,933
81,267
568,200

1.1 %
11.7
4.2
26.1
5.2
-
6.0

(1) Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic

pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.

(2) 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 services.

(3) Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in

connection with the Animal Health Spin-off, which we expect to continue through August 2020.

The 6.0% increase in net sales for the year ended December 28, 2019 includes an increase of 7.7% local currency
growth (4.4% increase in internally generated revenue and 3.3% growth from acquisitions) partially offset by a
decrease of 1.7% related to foreign currency exchange. Excluding sales of products under the transition services
agreement with Covetrus, our net sales increased 5.2%, including local currency growth of 6.9% (3.5% increase in
internally generated revenue and 3.4% growth from acquisitions) partially offset by a decrease of 1.7% related to
foreign currency exchange.

The 1.1% increase in dental net sales for the year ended December 28, 2019 includes an increase of 3.4% in local
currencies (2.0% increase in internally generated revenue and 1.4% growth from acquisitions) partially offset by a
decrease of 2.3% related to foreign currency exchange. The 3.4% increase in local currency sales was due to
increases in dental equipment sales and service revenues of 1.0%, all of which is attributable to an increase in
internally generated revenue and dental consumable merchandise sales growth of 4.2% (2.3% increase in internally
generated revenue and 1.9% growth from acquisitions).

The 11.7% increase in medical net sales for the year ended December 28, 2019 includes an increase of 11.9% local
currency growth (7.0% increase in internally generated revenue and 4.9% growth from acquisitions) partially offset
by a decrease of 0.2% related to foreign currency exchange.

The 26.1% increase in technology and value-added services net sales for the year ended December 28, 2019
includes an increase of 27.0% local currency growth (4.3% increase in internally generated revenue and 22.7%
growth from acquisitions) partially offset by a decrease of 0.9% related to foreign currency exchange.

Table of Contents

Gross Profit

Gross profit and gross margins for 2019 and 2018 by segment and in total were as follows (in thousands):

29.2 % $
69.0
30.9
-
30.9

28.9 % $
72.0
31.2
3.0
31.0

88,807
88,907
177,714
2,425
180,139

2019
2,717,574
370,887
3,088,461
2,425
3,090,886

2018
2,628,767
281,980
2,910,747
-
2,910,747

%
3.4 %
31.5
6.1
-
6.2

Gross
Margin %

Increase

As a result of different practices of categorizing costs associated with distribution networks throughout our
industry, our gross margins may not necessarily be comparable to other distribution companies. Additionally, we
realize substantially higher gross margin percentages in our technology segment than in our health care distribution
segment. These higher gross margins result from being both the developer and seller of software products and
services, as well as certain financial services. The software industry typically realizes higher gross margins to
recover investments in research and development.

In connection with the completion of the Animal Health Spin-off (see Note 2 for additional details), we entered into
a transition services agreement with Covetrus, pursuant to which Covetrus purchases certain products from us. The
agreement provides that these products will be sold to Covetrus at a mark-up that ranges from 3% to 6% of our
product cost to cover handling costs. We expect these sales to continue through August 2020.

Within our health care distribution segment, gross profit margins may vary from one period to the next. Changes in
the mix of products sold as well as changes in our customer mix have been the most significant drivers affecting
our gross profit margin. For example, sales of pharmaceutical products are generally at lower gross profit margins
than other products. Conversely, sales of our private label products achieve gross profit margins that are higher
than average. With respect to customer mix, sales to our large-group customers are typically completed at lower
gross margins due to the higher volumes sold as opposed to the gross margin on sales to office-based practitioners,
who normally purchase lower volumes at greater frequencies.

Health care distribution gross profit increased $88.8 million, or 3.4%, for the year ended December 28, 2019
compared to the prior year period. Health care distribution gross profit margin decreased to 28.9% for the year
ended December 28, 2019 from 29.2% for the comparable prior year period. The overall increase in our health care
distribution gross profit is attributable to $73.1 million additional gross profit from acquisitions and $30.9 million
gross profit increase from growth in internally generated revenue. These increases were partially offset by a $15.2
million decline in gross profit due to the decrease in the gross margin rates.

Technology and value-added services gross profit increased $88.9 million, or 31.5%, for the year ended December
28, 2019 compared to the prior year period. Technology and value-added services gross profit margin increased to
72.0% for the year ended December 28, 2019 from 69.0% for the comparable prior year period. Acquisitions
accounted for $80.2 million of our gross profit increase within our technology and value-added services segment
for the year ended December 28, 2019 compared to the prior year period and also accounted for the increase in the
gross profit margin. The remaining increase of $8.7 million in our technology and value-added services segment
gross profit was primarily attributable to growth in internally generated revenue.

Table of Contents

Selling, General and Administrative

Selling, general and administrative expenses by segment and in total for 2019 and 2018 were as follows (in
thousands):

22.7 % $
47.4
23.8

23.7 % $
42.2
24.5

2019
2,128,595
244,030
2,372,625

2018
2,137,779
172,349
2,310,128

Increase / (Decrease)
%
(0.4) %
41.6
2.7

(9,184)
71,681
62,497

% of
Respective
Net Sales

Selling, general and administrative expenses (including restructuring costs in the years ended December 28, 2019
and December 29, 2018, and litigation settlements in the year ended December 29, 2018) increased $62.5 million,
or 2.7%, to $2,372.6 million for the year ended December 28, 2019 from the comparable prior year period. The
$9.2 million decrease in selling, general and administrative expenses within our health care distribution segment for
the year ended December 28, 2019 as compared to the prior year period was attributable to a reduction of $73.7
million of operating costs (primarily due to $38.5 million of litigation settlement costs recorded in 2018 and a $39.7
million decrease in restructuring costs) partially offset by $64.5 million of additional costs from acquired
companies. The $71.7 million increase in selling, general and administrative expenses within our technology and
value-added services segment for the year ended December 28, 2019 as compared to the prior year period was
attributable to $70.5 million of additional costs from acquired companies and $1.2 million of additional operating
costs. As a percentage of net sales, selling, general and administrative expenses decreased to 23.8% from 24.5%
for the comparable prior year period.

As a component of total selling, general and administrative expenses, selling expenses increased $69.2 million, or
4.8%, to $1,497.3 million for the year ended December 28, 2019 from the comparable prior year period. As a
percentage of net sales, selling expenses decreased to 15.0% from 15.2% for the comparable prior year period.

As a component of total selling, general and administrative expenses, general and administrative expenses
decreased $6.8 million, or 0.8%, to $875.3 million for the year ended December 28, 2019 from the comparable
prior year period primarily due to $38.5 million of litigation settlement costs recorded in 2018 and a $39.7 million
decrease in restructuring costs partially offset by increases in general and administrative expenses. As a percentage
of net sales, general and administrative expenses decreased to 8.8% from 9.4% for the comparable prior year
period.

Other Expense, Net

Other expense, net for the years ended 2019 and 2018 was as follows (in thousands):

2019

2018

Variance

Interest income ...................................................................................................................................................................................................
Interest expense ..................................................................................................................................................................................................
Other, net ..........................................................................................................................................................................................................

15,757 $

15,491 $

(50,792)
(2,919)
(37,954) $

(76,016)
(3,258)
(63,783) $

266
25,224
339
25,829

1.7 %
33.2
10.4
40.5

Interest expense decreased $25.2 million primarily due to decreased borrowings under our bank credit lines.

Table of Contents

Income Taxes

For the year ended December 28, 2019, our effective tax rate was 23.4% compared to 20.0% for the prior year
period. In 2019, our effective tax rate was primarily impacted by state and foreign income taxes and interest
expense. In 2018, our effective tax rate was primarily impacted by a reduction in the estimate of our transition tax
associated with the Tax Act, tax charges and credits associated with legal entity reorganizations outside the U.S.,
and state and foreign income taxes and interest expense.

Within our consolidated balance sheets, transition tax of $9.9 million was included in “Accrued taxes” for 2019 and
2018, and $94.9 million and $104.2 million were included in “Other liabilities” for 2019 and 2018 respectively.

Net Gain on Sale of Equity Investments

On October 1, 2019, we sold an equity investment in Hu-Friedy Mfg. Co., LLC, a manufacturer of dental
instruments and infection prevention solutions. Our investment was non-controlling, we were not involved in
running the business and had no representation on the board of directors.

During the fourth quarter of 2019, we also sold certain other investments. In aggregate, the sales of these
investments resulted in a pretax gain of approximately $250.2 million and an after-tax gain of approximately
$186.8 million.

Table of Contents

2018 Compared to 2017

Net Sales

Net sales for 2018 and 2017 were as follows (in thousands):

2018

% of
Total

2017

% of
Total

Increase

100.0 % $

6,047,811
2,497,994
8,545,805
337,633
8,883,438

6,347,998
2,661,166
9,009,164
408,439
9,417,603

68.1 % $
28.1
96.2
3.8

67.4 % $
28.3
95.7
4.3

300,187
163,172
463,359
70,806
534,165

5.0 %
6.5
5.4
21.0
6.0

(1) Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic

pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.

The 6.0% increase in net sales for the year ended December 29, 2018 includes an increase of 5.5% local currency
growth (4.0% increase in internally generated revenue and 1.5% growth from acquisitions) as well as an increase of
0.5% related to foreign currency exchange.

The 5.0% increase in dental net sales for the year ended December 29, 2018 includes an increase of 4.2% in local
currencies (3.0% increase in internally generated revenue and 1.2% growth from acquisitions) as well as an
increase of 0.8% related to foreign currency exchange. The 4.2% increase in local currency sales was due to
increases in dental equipment sales and service revenues of 4.5% (4.4% increase in internally generated revenue
and 0.1% growth from acquisitions) and dental consumable merchandise sales growth of 4.1% (2.6% increase in
internally generated revenue and 1.5% growth from acquisitions).

The 6.5% increase in medical net sales for the year ended December 29, 2018 includes an increase of 6.4% local
currency growth (6.3% increase in internally generated revenue and 0.1% growth from acquisitions) as well as an
increase of 0.1% related to foreign currency exchange.

The 21.0% increase in technology and value-added services net sales for the year ended December 29, 2018
includes an increase of 20.4% local currency growth (5.4% increase in internally generated revenue and 15.0%
growth from acquisitions) as well as an increase of 0.6% related to foreign currency exchange.

Table of Contents

Gross Profit

Gross profit and gross margins for 2018 and 2017 by segment and in total were as follows (in thousands):

29.5 % $
66.9
30.9

29.2 % $
69.0
30.9

2018
2,628,767
281,980
2,910,747

2017
2,520,806
225,856
2,746,662

Increase

$
107,961
56,124
164,085

%
4.3 %
24.8
6.0

Gross
Margin %

Within our health care distribution segment, gross profit margins may vary from one period to the next. Changes in
the mix of products sold as well as changes in our customer mix have been the most significant drivers affecting
our gross profit margin. For example, sales of pharmaceutical products are generally at lower gross profit margins
than other products. Conversely, sales of our private label products achieve gross profit margins that are higher
than average. With respect to customer mix, sales to our large-group customers are typically completed at lower
gross margins due to the higher volumes sold as opposed to the gross margin on sales to office-based practitioners
who normally purchase lower volumes at greater frequencies.

Health care distribution gross profit increased $108.0 million, or 4.3%, for the year ended December 29, 2018
compared to the prior year period. Health care distribution gross profit margin decreased to 29.2% for the year
ended December 29, 2018 from 29.5% for the comparable prior year period. The overall increase in our health care
distribution gross profit is attributable to a $108.2 million gross profit increase from growth in internally generated
revenue and $31.7 million is attributable to acquisitions. These increases were partially offset by a $31.9 million
decline in gross profit due to the decrease in the gross margin rates.

Technology and value-added services gross profit increased $56.1 million, or 24.8%, for the year ended December
29, 2018 compared to the prior year period. Technology and value-added services gross profit margin increased to
69.0% for the year ended December 29, 2018 from 66.9% for the comparable prior year period. Acquisitions
accounted for $44.0 million of our gross profit increase within our technology and value-added services segment
for the year ended December 29, 2018 compared to the prior year period. The remaining increase of $12.1 million
in our technology and value-added services segment gross profit was primarily attributable to growth in internally
generated revenue and the increase in gross margin rates.

Table of Contents

Selling, General and Administrative

Selling, general and administrative expenses by segment and in total for 2018 and 2017 were as follows (in
thousands):

23.7 % $
42.2
24.5

22.9 % $
34.9
23.4

2018
2,137,779
172,349
2,310,128

2017
1,958,918
117,983
2,076,901

Increase

$
178,861
54,366
233,227

%
9.1 %
46.1
11.2

% of
Respective
Net Sales

Selling, general and administrative expenses (including restructuring costs in 2018 and litigation settlements in
2018 and 2017) increased $233.2 million, or 11.2%, for the year ended December 29, 2018 from the comparable
prior year period. The $178.9 million increase in selling, general and administrative expenses within our health
care distribution segment for the year ended December 29, 2018 as compared to the prior year period was
attributable to $152.1 million of additional operating costs (including an increase of $33.2 million for litigation
settlements and $50.8 million of restructuring costs) and $26.8 million of additional costs from acquired
companies. The $54.4 million increase in selling, general and administrative expenses within our technology and
value-added services segment for the year ended December 29, 2018 as compared to the prior year period was
attributable to $43.7 million of additional costs from acquired companies and $10.7 million of additional operating
costs (including $3.6 million of restructuring costs). As a percentage of net sales, selling, general and
administrative expenses increased to 24.5% from 23.4% for the comparable prior year period.

As a component of total selling, general and administrative expenses, selling expenses increased $74.4 million, or
5.5%, for the year ended December 29, 2018 from the comparable prior year period. As a percentage of net sales,
selling expenses remained consistent at 15.2%.

As a component of total selling, general and administrative expenses, general and administrative expenses
increased $158.8 million, or 22.0%, for the year ended December 29, 2018 from the comparable prior year period
primarily due to restructuring costs of $54.4 million and an increase of $33.2 million of litigation settlements costs.
As a percentage of net sales, general and administrative expenses increased to 9.4% from 8.1% for the comparable
prior year period.

Other Expense, Net

Other expense, net for the years ended 2018 and 2017 was as follows (in thousands):

Variance

15,491 $

12,438 $

24.5 %

(76,016)
(3,258)
(63,783) $

(51,066)
(1,339)
(39,967) $

3,053
(24,950)
(1,919)
(23,816)

(48.9)
(143.3)
(59.6)

2018

2017

Other expense, net increased $23.8 million to $63.8 million for the year ended December 29, 2018 from the
comparable prior year period. Interest income increased $3.1 million primarily due to increased investment and
late fee income. Interest expense increased $25.0 million primarily due to increased borrowings under our bank
credit lines and our private placement facilities primarily to fund acquisitions of noncontrolling interests in
subsidiaries, as well as higher interest rates.

Table of Contents

Income Taxes

For the year ended December 29, 2018, our effective tax rate was 20.0% compared to 49.1% for the prior year
period. In 2018, our effective tax rate was primarily impacted by a reduction in the estimate of our transition tax
associated with the Tax Act, tax charges and credits associated with legal entity reorganizations outside the U.S.,
and state and foreign income taxes and interest expense. In 2017, our effective tax rate was primarily impacted by
the Tax Act, the adoption of Accounting Standards Update (“ASU”) No. 2016-09, “Stock Compensation” (Topic
718), as well as state and foreign income taxes and interest expense.

On December 22, 2017, the U.S. government passed the Tax Act. The Tax Act is comprehensive tax legislation
that implemented complex changes to the U.S. tax code including, but not limited to, the reduction of the corporate
tax rate from 35% to 21%, modification of accelerated depreciation, the repeal of the domestic manufacturing
deduction and changes to the limitations of the deductibility of interest. Additionally, the Tax Act moved from a
global tax regime to a modified territorial regime, which requires U.S. companies to pay a mandatory one-time
transition tax on historical offshore earnings that have not been repatriated to the U.S. The transition tax is payable
over eight years. In the fourth quarter of 2017, we recorded provisional amounts for any items that could be
reasonably estimated at the time. This included the one-time transition tax that we estimated to be $140.0 million
and a net deferred tax expense of $3.0 million attributable to the revaluation of deferred taxes due to the lower
enacted federal income tax rate of 21%. We completed our analysis in the year ended December 29, 2018 and
recorded a net $10.0 million reduction to the one-time transition tax and an additional $1.7 million net deferred tax
benefit from the revaluation of deferred taxes to reflect the new tax rate. Absent the effects of the transition tax and
the revaluation of deferred tax assets and liabilities, our effective tax rate for the year ended December 30, 2017
would have been 26.4% as compared to our actual effective tax rate of 49.1%.

Within our consolidated balance sheets, transition tax of $9.9 million was included in “Accrued taxes” and $104.2
million were included in “Other liabilities” for December 29, 2018.

The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income (“GILTI”), states
that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences
expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is
incurred. We elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. We
recorded a current tax expense for the GILTI provision of $7.6 million for the year ended December 29, 2018.

Liquidity and Capital Resources

Our principal capital requirements include funding of acquisitions, purchases of additional noncontrolling interests,
repayments of debt principal, the funding of working capital needs, purchases of fixed assets and repurchases of
common stock. Working capital requirements generally result from increased sales, special inventory forward buy-
in opportunities and payment terms for receivables and payables. Historically, sales have tended to be stronger
during the third and fourth quarters and special inventory forward buy-in opportunities have been most prevalent
just before the end of the year, and have caused our working capital requirements to be higher from the end of the
third quarter to the end of the first quarter of the following year.

We finance our business primarily through cash generated from our operations, revolving credit facilities and debt
placements. Our ability to generate sufficient cash flows from operations is dependent on the continued demand of
our customers for our products and services, and access to products and services from our suppliers.

Our business requires a substantial investment in working capital, which is susceptible to fluctuations during the
year as a result of inventory purchase patterns and seasonal demands. Inventory purchase activity is a function of
sales activity, special inventory forward buy-in opportunities and our desired level of inventory. We anticipate
future increases in our working capital requirements.

Table of Contents

We finance our business to provide adequate funding for at least 12 months. Funding requirements are based on
forecasted profitability and working capital needs, which, on occasion, may change. Consequently, we may change
our funding structure to reflect any new requirements.

We believe that our cash and cash equivalents, our ability to access private debt markets and public equity markets,
and our available funds under existing credit facilities provide us with sufficient liquidity to meet our currently
foreseeable short-term and long-term capital needs. We have no off-balance sheet arrangements.

On February 7, 2019, we completed the Animal Health Spin-off. On the Distribution Date we received a tax free
distribution of $1,120 million from Covetrus, which has been used to pay down our debt, thereby generating
additional debt capacity that can be used for general corporate purposes, including share repurchases and mergers
and acquisitions.

Net cash provided by operating activities was $820.5 million for the year ended December 28, 2019, compared to
$451.0 million for the prior year. The net change of $369.5 million was primarily attributable to an increase in net
income, decreases in working capital requirements, and increased distributions from equity affiliates.

Net cash used in investing activities was $422.3 million for the year ended December 28, 2019, compared to $164.3
million for the prior year. The net change of $258.0 million was primarily due to increased payments for equity
investments and business acquisitions, partially offset by increased proceeds of sales of equity investments.

Net cash used in financing activities was $363.4 million for the year ended December 28, 2019, compared to
$402.2 million for the prior year. The net change of $38.8 million was primarily due to a distribution received
related to the Animal Health Spin-off, proceeds from the Animal Health Share Sale, a reduction in acquisitions of
noncontrolling interests in subsidiaries, and payments to the Henry Schein Animal Health Business, partially offset
by increased repayments of debt related to the Animal Health Spin-off and increased repurchases of our common
stock.

Table of Contents

The following table summarizes selected measures of liquidity and capital resources (in thousands):

December 28,
2019

December 29,
2018

106,097
1,188,133

56,885
956,393

Debt:

Bank credit lines ...............................................................................................................................................................................................
Current maturities of long-term debt ...................................................................................................................................................................
Long-term debt .................................................................................................................................................................................................

Total debt ........................................................................................................................................................................................................
$

951,458
8,280
980,344
1,940,082

23,975
109,849
622,908
756,732

Leases:

Current operating lease liabilities.........................................................................................................................................................................
Non-current operating lease liabilities ..................................................................................................................................................................

65,349
176,267

-
-

(1) Includes $127 million and $422 million of accounts receivable which serve as security for U.S. trade accounts receivable securitization

at December 28, 2019 and December 29, 2018, respectively.

Our cash and cash equivalents consist of bank balances and investments in money market funds representing
overnight investments with a high degree of liquidity.

Accounts receivable days sales outstanding and inventory turns

Our accounts receivable days sales outstanding from operations increased to 44.5 days as of December 28, 2019
from 43.8 days as of December 29, 2018. During the years ended December 28, 2019 and December 29, 2018, we
wrote off approximately $5.9 million and $6.4 million, respectively, of fully reserved accounts receivable against
our trade receivable reserve. Our inventory turns from operations were 5.0 as of December 28, 2019 and 4.5 as of
December 29, 2018. Our working capital accounts may be impacted by current and future economic conditions.

Contractual obligations

The following table summarizes our contractual obligations related to fixed and variable rate long-term debt and
finance lease obligations, including interest (assuming a weighted average interest rate of 3.3%), as well as
inventory purchase commitments and operating lease obligations as of December 28, 2019:

Payments due by period (in thousands)

< 1 year

2 - 3 years

4 - 5 years

> 5 years

Total

Contractual obligations:
Long-term debt, including interest ........................................................................................................................................................................
250,166 $
Inventory purchase commitments .........................................................................................................................................................................
319,000
Operating lease obligations ..................................................................................................................................................................................
97,158
Transition tax obligations ....................................................................................................................................................................................
28,527
Finance lease obligations, including interest ...........................................................................................................................................................
2,175

132,073 $

130,084 $

337,615 $

849,938

403,241

722,241

265,871

94,265

51,762

45,965

55,815

70,986

1,117

1,853

9,923

5,732

587

390,494 $

618,076 $

232,451 $

1,938,047

Table of Contents

Bank Credit Lines

Bank credit lines consisted of the following:

December 28, December 29,

2019

2018

Revolving credit agreement ............................................................................................................................................................................
Other short-term bank credit lines ..................................................................................................................................................................
Committed loan associated with Animal Health Spin-off ..............................................................................................................................
Total ...............................................................................................................................................................................................................

23,975
-
23,975 $

175,000
376,458
400,000
951,458

- $

Revolving Credit Agreement

On April 18, 2017, we entered into a $750 million revolving credit agreement (the “Credit Agreement”), which
matures in April 2022. The interest rate is based on the USD LIBOR plus a spread based on our leverage ratio at
the end of each financial reporting quarter. We expect that the LIBOR rate will be discontinued at some point
during 2021. We expect to work with our lenders to identify a suitable replacement rate and amend our debt
agreements to reflect this new reference rate accordingly. We do not believe that the discontinuation of LIBOR as a
reference rate in our debt agreements will have a material adverse effect on our financial position or materially
affect our interest expense. Additionally, the Credit Agreement provides, among other things, that we are required
to maintain maximum leverage ratios, and contains customary representations, warranties and affirmative
covenants. The Credit Agreement also contains customary negative covenants, subject to negotiated exceptions on
liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive
agreements. As of December 28, 2019 and December 29, 2018, the borrowings on this revolving credit facility
were $0.0 million and $175.0 million, respectively. As of December 28, 2019 and December 29, 2018, there were
$9.6 million and $11.2 million of letters of credit, respectively, provided to third parties under the credit facility.

Other Short-Term Credit Lines

As of December 28, 2019 and December 29, 2018, we had various other short-term bank credit lines available, of
which $24.0 million and $376.5 million, respectively, were outstanding. At December 28, 2019 and December 29,
2018, borrowings under all of our credit lines had a weighted average interest rate of 3.45% and 3.30%,
respectively.

Committed Loan Associated with Animal Health Spin-off

On May 21, 2018, we obtained a $400 million committed loan which matured on the earlier of (i) March 31, 2019
and (ii) the consummation of the Animal Health Spin-off. The proceeds of this loan were used, among other things,
to fund our purchase of all of the equity interests in Butler Animal Health Holding Company, LLC (“BAHHC”)
directly or indirectly owned by Darby Group Companies, Inc. (“Darby”) and certain other sellers pursuant to the
terms of that certain Amendment to Put Rights Agreements, dated as of April 20, 2018, by and among us, Darby,
BAHHC and the individual sellers party thereto for an aggregate purchase price of $365 million. As of December
29, 2018, the balance outstanding on this loan was $400 million and is included within the “Bank credit lines”
caption within our consolidated balance sheet. At December 29, 2018 the interest rate on this loan was 3.38%.
Concurrent with the completion of the Animal Health Spin-off on February 7, 2019, we re-paid the balance of this
loan.

Table of Contents

Long-term debt

Long-term debt consisted of the following:

December 28, December 29,

2019

2018

Private placement facilities ................................................................................................................................................................................
U.S. trade accounts receivable securitization ........................................................................................................................................................
Various collateralized and uncollateralized loans payable with interest,

621,274 $
100,000

628,189
350,000

in varying installments through 2024 at interest rates
ranging from 2.56% to 10.5% at December 28, 2019 and
ranging from 2.61% to 4.17% at December 29, 2018 ............................................................................................................................................

Finance lease obligations (see Note 7) ................................................................................................................................................................
Total ................................................................................................................................................................................................................
Less current maturities ......................................................................................................................................................................................

Total long-term debt .........................................................................................................................................................................................

622,908 $

6,089
5,394
732,757
(109,849)

6,491
3,944
988,624
(8,280)
980,344

Private Placement Facilities

On September 15, 2017, we increased our available private placement facilities with three insurance companies to a
total facility amount of $1 billion, and extended the expiration date to September 15, 2020. These facilities are
available on an uncommitted basis at fixed rate economic terms to be agreed upon at the time of issuance, from
time to time through September 15, 2020. The facilities allow us to issue senior promissory notes to the lenders at a
fixed rate based on an agreed upon spread over applicable treasury notes at the time of issuance. The term of each
possible issuance will be selected by us and can range from five to 15 years (with an average life no longer than 12
years). The proceeds of any issuances under the facilities will be used for general corporate purposes, including
working capital and capital expenditures, to refinance existing indebtedness and/or to fund potential
acquisitions. On June 29, 2018, we amended and restated the above private placement facilities to, among other
things, (i) permit the consummation of the Animal Health Spin-off and (ii) provide for the issuance of notes in
Euros, British Pounds and Australian Dollars, in addition to U.S. Dollars. The agreements provide, among other
things, that we maintain certain maximum leverage ratios, and contain restrictions relating to subsidiary
indebtedness, liens, affiliate transactions, disposal of assets and certain changes in ownership. These facilities
contain make-whole provisions in the event that we pay off the facilities prior to the applicable due dates.

Table of Contents

The components of our private placement facility borrowings as of December 28, 2019 are presented in the
following table (in thousands):

Date of
Borrowing

September 2, 2010
January 20, 2012
January 20, 2012 (1)
December 24, 2012
June 2, 2014
June 16, 2017
September 15, 2017
January 2, 2018
Less: Deferred debt issuance costs

Amount of
Borrowing
Outstanding

Borrowing
Rate

100,000
50,000
21,429
50,000
100,000
100,000
100,000
100,000

(155)
621,274

3.79 %
3.45
3.09
3.00
3.19
3.42
3.52
3.32

Due Date
September 2, 2020
January 20, 2024
January 20, 2022
December 24, 2024
June 2, 2021
June 16, 2027
September 15, 2029
January 2, 2028

(1) Annual repayments of approximately $7.1 million for this borrowing commenced on January 20, 2016.

U.S. Trade Accounts Receivable Securitization

We have a facility agreement with a bank, as agent, based on the securitization of our U.S. trade accounts
receivable that is structured as an asset-backed securitization program with pricing committed for up to three years.
Our current facility, which has a purchase limit of $350 million, and was previously scheduled to expire on April
29, 2020, has been extended to April 29, 2022. As of December 28, 2019 and December 29, 2018, the borrowings
outstanding under this securitization facility were $100 million and $350 million, respectively. At December 28,
2019, the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of
1.90% plus 0.75%, for a combined rate of 2.65%. At December 29, 2018, the interest rate on borrowings under this
facility was based on the asset-backed commercial paper rate of 2.66% plus 0.75%, for a combined rate of 3.41%.

We are required to pay a commitment fee of 30 basis points on the daily balance of the unused portion of the
facility if our usage is greater than or equal to 50% of the facility limit or a commitment fee of 35 basis points on
the daily balance of the unused portion of the facility if our usage is less than 50% of the facility limit.

Borrowings under this facility are presented as a component of Long-term debt within our consolidated balance
sheet.

Leases

We have operating and finance leases for corporate offices, office space, distribution and other facilities, vehicles
and certain equipment. Our leases have remaining terms of less than one year to 16 years, some of which may
include options to extend the leases for up to 10 years. As of December 28, 2019, our right-of-use assets related to
operating leases were $231.7 million and our current and non-current operating lease liabilities were $65.3 million
and $176.3 million, respectively.

Stock repurchases

From March 3, 2003 through December 28, 2019, we repurchased approximately $3.5 billion, or 74,363,289 shares,
under our common stock repurchase programs, with $275.0 million available as of December 28, 2019 for future
common stock share repurchases.

Table of Contents

Redeemable Noncontrolling interests

Some minority stockholders in certain of our subsidiaries have the right, at certain times, to require us to acquire
their ownership interest in those entities at fair value. ASC 480-10 is applicable for noncontrolling interests where
we are or may be required to purchase all or a portion of the outstanding interest in a consolidated subsidiary from
the noncontrolling interest holder under the terms of a put option contained in contractual agreements. The
components of the change in the Redeemable noncontrolling interests for the years ended December 28, 2019,
December 29, 2018 and December 30, 2017 are presented in the following table:

December 28, December 29, December 30,
2018

2019

2017

465,585 $

219,724 $

285,567

redemptions .....................................................................................................................................................................................................

(287,767)

(22,294)

(2,270)

Increase in redeemable noncontrolling interests due to
business acquisitions ..........................................................................................................................................................................................
Net income attributable to redeemable noncontrolling interests .............................................................................................................................
Dividends declared ...........................................................................................................................................................................................
Effect of foreign currency translation gain (loss) attributable to

4,655
15,327
(8,206)

74,865
14,838
(10,264)

72,291
24,513
(7,680)

redeemable noncontrolling interests ...................................................................................................................................................................

Change in fair value of redeemable securities .....................................................................................................................................................
Balance, end of period .......................................................................................................................................................................................

(11,330)
41,460
219,724 $

(2,335)
(7,300)
287,258 $

4,530
108,658
465,585

Changes in the estimated redemption amounts of the noncontrolling interests subject to put options are adjusted at
each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the
carrying amounts are subject to a floor amount that is equal to the fair value of the redeemable noncontrolling
interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests
cannot go below the floor level. These adjustments do not impact the calculation of earnings per share.

Additionally, some prior owners of such acquired subsidiaries are eligible to receive additional purchase price cash
consideration if certain financial targets are met. Any adjustments to these accrual amounts are recorded in our
consolidated statement of income.

On July 1, 2018, we closed on a joint venture with Internet Brands, a provider of web presence and online
marketing software, to create a newly formed entity, Henry Schein One, LLC. The joint venture includes Henry
Schein Practice Solutions products and services, as well as Henry Schein’s international dental practice
management systems and the dental businesses of Internet Brands. Internet Brands holds a 26% noncontrolling
interest in Henry Schein One, LLC that is accounted for within stockholders’ equity, as well as a freestanding and
separately exercisable right to put its noncontrolling interest to Henry Schein, Inc. for fair value following the fifth
anniversary of the effective date of the formation of the joint venture. Beginning with the second anniversary of the
effective date of the formation of the joint venture, Henry Schein One will issue a fixed number of additional
interests to Internet Brands through the fifth anniversary, thereby increasing Internet Brands’ ownership by
approximately 7.6%. Internet Brands will also be entitled to receive a fixed number of additional interests, in the
aggregate up to approximately 1.6% of the joint venture’s ownership, if certain operating targets are met by the
joint venture in its fourth, fifth and sixth operating years. These additional shares are considered contingent
consideration that are accounted for within stockholders’ equity; however, these shares will not be allocated any net
income of Henry Schein One until the shares vest or are earned by Internet Brands. A Monte Carlo simulation was
utilized to value the additional contingent interests that are subject to operating targets. Key assumptions that were
applied to derive the fair value of the contingent interests include an assumed equity value of Henry Schein One,
LLC at its inception date, a risk-free interest rate based on U.S. treasury yields, an assumed future dividend yield, a
risk-adjusted discount rate applied to projected future cash flows, an assumed equity volatility based on historical
stock price returns of a group of guideline companies, and an estimated correlation of annual cash flow returns to
equity returns. As a result of this transaction with Internet Brands, we recorded $567.6 million of noncontrolling
interest within stockholders’ equity.

Table of Contents

Noncontrolling Interests

Noncontrolling interests represent our less than 50% ownership interest in an acquired subsidiary. Our net income
is reduced by the portion of the subsidiaries net income that is attributable to noncontrolling interests.

Unrecognized tax benefits

As more fully disclosed in Note 14 of “Notes to Consolidated Financial Statements,” we cannot reasonably estimate
the timing of future cash flows related to the unrecognized tax benefits, including accrued interest, of $109.1
million as of December 28, 2019.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and
liabilities. We base our estimates on historical data, when available, experience, industry and market trends, and on
various other assumptions that are believed to be reasonable under the circumstances, the combined results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. However, by their nature, estimates are subject to various assumptions and
uncertainties. Reported results are therefore sensitive to any changes in our assumptions, judgments and estimates,
including the possibility of obtaining materially different results if different assumptions were to be applied.

We believe that the following critical accounting policies, which have been discussed with the Audit Committee of
the Board of Directors, affect the significant estimates and judgments used in the preparation of our financial
statements:

Revenue Recognition

On December 31, 2017, we adopted ASC 606 (“Topic 606”) using the modified retrospective method applied to
those contracts which were not completed as of the adoption date. Results for reporting periods beginning after
December 30, 2017 are presented under Topic 606, while prior period amounts are not adjusted and continue to be
reported under the accounting standards in effect for those periods. Our revenue recognition accounting policies
applied prior to adoption of Topic 606 are outlined in the financial statements in our Annual Report on Form 10-K
for the year ended December 30, 2017. The disclosures included herein reflect our accounting policies under Topic
606.

We generate revenue from the sale of dental and medical consumable products, equipment (Health care distribution
revenues), software products and services and other sources (Technology and value-added services revenues).
Provisions for discounts, rebates to customers, customer returns and other contra revenue adjustments are included
in the transaction price at contract inception by estimating the most likely amount based upon historical data and
estimates and are provided for in the period in which the related sales are recognized.

Revenue derived from the sale of consumable products is recognized at a point in time when control transfers to the
customer. Such sales typically entail high-volume, low-dollar orders shipped using third-party common carriers.
We believe that the shipment date is the most appropriate point in time indicating control has transferred to the
customer because we have no post-shipment obligations and this is when legal title and risks and rewards of
ownership transfer to the customer and the point at which we have an enforceable right to payment.

Revenue derived from the sale of equipment is recognized when control transfers to the customer. This occurs
when the equipment is delivered. Such sales typically entail scheduled deliveries of large equipment primarily by
equipment service technicians. Some equipment sales require minimal installation, which is typically completed at
the time of delivery. Our product generally carries standard warranty terms provided by the manufacturer, however,
in instances where we provide warranty labor services, the warranty costs are accrued in accordance with ASC 460
“Guarantees”.

Table of Contents

Revenue derived from the sale of software products is recognized when products are shipped to customers or made
available electronically. Such software is generally installed by customers and does not require extensive training
due to the nature of its design. Revenue derived from post-contract customer support for software, including annual
support and/or training, is generally recognized over time using time elapsed as the input method that best depicts
the transfer of control to the customer.

Revenue derived from other sources, including freight charges, equipment repairs and financial services, is
recognized when the related product revenue is recognized or when the services are provided. We apply the
practical expedient to treat shipping and handling activities performed after the customer obtains control as
fulfillment activities, rather than a separate performance obligation in the contract.

Sales, value-add and other taxes we collect concurrent with revenue-producing activities are excluded from
revenue.

Certain of our revenue is derived from bundled arrangements that include multiple distinct performance obligations
which are accounted for separately. When we sell software products together with related services (i.e., training
and technical support), we allocate revenue to software using the residual method, using an estimate of the
standalone selling price to estimate the fair value of the undelivered elements. There are no cases where revenue is
deferred due to a lack of a standalone selling price. Bundled arrangements that include elements that are not
considered software consist primarily of equipment and the related installation service. We allocate revenue for
such arrangements based on the relative selling prices of the goods or services. If an observable selling price is not
available (i.e., we do not sell the goods or services separately), we use one of the following techniques to estimate
the standalone selling price: adjusted market approach; cost-plus approach; or the residual method. There is no
specific hierarchy for the use of these methods, but the estimated selling price reflects our best estimate of what the
selling prices of each deliverable would be if it were sold regularly on a standalone basis taking into consideration
the cost structure of our business, technical skill required, customer location and other market conditions.

Contract Balances

Contract balances represent amounts presented in our consolidated balance sheet when either we have transferred
goods or services to the customer or the customer has paid consideration to us under the contract. These contract
balances include accounts receivable, contract assets and contract liabilities.

Accounts Receivable

Accounts receivable are generally recognized when heath care distribution and technology and value-added
services revenues are recognized. The carrying amount of accounts receivable is reduced by a valuation allowance
that reflects our best estimate of the amounts that will not be collected. In addition to reviewing delinquent
accounts receivable, we consider many factors in estimating our reserve, including historical data, experience,
customer types, credit worthiness and economic trends. From time to time, we adjust our assumptions for
anticipated changes in any of these or other factors expected to affect collectability.

Contract Assets

Contract assets include amounts related to any conditional right to consideration for work completed but not billed
as of the reporting date and generally represent amounts owed to us by customers, but not yet billed. Contract
assets are transferred to accounts receivable when the right becomes unconditional. The contract assets primarily
relate to our bundled arrangements for the sale of equipment and consumables and sales of term software licenses.
Current contract assets are included in Prepaid expenses and other and the non-current contract assets are included
in Investments and other within our consolidated balance sheet.

Table of Contents

Contract Liabilities

Deferred Commissions

Sales commissions earned by our sales force that relate to long term arrangements are capitalized as costs to obtain
a contract when the costs incurred are incremental and are expected to be recovered. Deferred sales commissions
are amortized over the estimated customer relationship period. We apply the practical expedient related to the
capitalization of incremental costs of obtaining a contract, and recognize such costs as an expense when incurred if
the amortization period of the assets that we would have recognized is one year or less.

Sales Returns

Sales returns are recognized as a reduction of revenue by the amount of expected returns and are recorded as refund
liability within current liabilities. We estimate the amount of revenue expected to be reversed to calculate the sales
return liability based on historical data for specific products, adjusted as necessary for new products. The
allowance for returns is presented gross as a refund liability and we record an inventory asset (and a corresponding
adjustment to cost of sales) for any goods or services that we expect to be returned.

Inventories and Reserves

Inventories consist primarily of finished goods and are valued at the lower of cost or market. Cost is determined by
the first-in, first-out method for merchandise or actual cost for large equipment and high tech equipment. In
accordance with our policy for inventory valuation, we consider many factors including the condition and salability
of the inventory, historical sales, forecasted sales and market and economic trends.

From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected
to affect the value of inventory. Although we believe our judgments, estimates and/or assumptions related to
inventory and reserves are reasonable, making material changes to such judgments, estimates and/or assumptions
could materially affect our financial results.

Acquisitions

We account for business acquisitions and combinations under the acquisition method of accounting, where the net
assets of businesses purchased are recorded at their fair value at the acquisition date and our consolidated financial
statements include their results of operations from that date. Any excess of acquisition consideration over the fair
value of identifiable net assets acquired is recorded as goodwill. The major classes of assets and liabilities that we
generally allocate purchase price to, excluding goodwill, include identifiable intangible assets (i.e., trademarks and
trade names, customer relationships and lists, non-compete agreements and product development), property, plant
and equipment, deferred taxes and other current and long-term assets and liabilities. The estimated fair value of
identifiable intangible assets is based on critical estimates, judgments and assumptions derived from: analysis of
market conditions; discount rates; discounted cash flows; customer retention rates; and estimated useful lives.
Some prior owners of such acquired subsidiaries are eligible to receive additional purchase price cash consideration
if certain financial targets are met. While we use our best estimates and assumptions to accurately value those
assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable,
our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period we
may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill
within our consolidated balance sheets. At the end of the measurement period or final determination of the values
of such assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in
our consolidated statements of operations.

Table of Contents

Goodwill

Goodwill is not amortized, but are subject to impairment analysis at least once annually. Such impairment analyses
for goodwill require a comparison of the fair value to the carrying value of reporting units. We regard our reporting
units to be our operating segments: health care distribution (global dental and medical) and technology and value-
added services. Goodwill was allocated to such reporting units, for the purposes of preparing our impairment
analyses, based on a specific identification basis.

For the years ended December 28, 2019 and December 29, 2018, and December 30, 2017 we tested goodwill for
impairment, on the first day of the fourth quarter of each respective year, using a quantitative analysis consisting of
a two-step approach. The first step of our quantitative analysis consists of a comparison of the carrying value of
our reporting units, including goodwill, to the estimated fair value of our reporting units using a discounted cash
flow methodology. If step one results in the carrying value of the reporting unit exceeding the fair value of such
reporting unit, we would then proceed to step two which would require us to calculate the amount of impairment
loss, if any, that we would record for such reporting unit. The calculation of the impairment loss in step two would
be equivalent to the reporting unit’s carrying value of goodwill less the implied fair value of such goodwill.

Our use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections
and growth rates which take into account estimated inflation rates. We also develop estimates for future levels of
gross and operating profits and projected capital expenditures. Our methodology also includes the use of estimated
discount rates based upon industry and competitor analysis as well as other factors. The estimates that we use in our
discounted cash flow methodology involve many assumptions by management that are based upon future growth
projections.

Some factors we consider important that could trigger an interim impairment review include:

• significant underperformance relative to expected historical or projected future operating results;

• significant changes in the manner of our use of acquired assets or the strategy for our overall business
(e.g., decision to divest a business); or

• significant negative industry or economic trends.

If we determine through the impairment review process that goodwill is impaired, we record an impairment charge
in our consolidated statements of income.

For the years ended December 28, 2019, December 29, 2018 and December 30, 2017, the results of our goodwill
impairment analysis did not result in any impairments.

Supplier Rebates

Supplier rebates are included as a reduction of cost of sales and are recognized over the period they are earned. The
factors we consider in estimating supplier rebate accruals include forecasted inventory purchases and sales in
conjunction with supplier rebate contract terms which generally provide for increasing rebates based on either
increased purchase or sales volume. Although we believe our judgments, estimates and/or assumptions related to
supplier rebates are reasonable, making material changes to such judgments, estimates and/or assumptions could
materially affect our financial results.

Long-Lived Assets

Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment
whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable
through the estimated undiscounted future cash flows to be derived from such assets.

Table of Contents

Definite-lived intangible assets primarily consist of non-compete agreements, trademarks, trade names, customer
relationships and lists, and product development. For long-lived assets used in operations, impairment losses are
only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted
future cash flows. We measure the impairment loss based on the difference between the carrying amount and the
estimated fair value. When an impairment exists, the related assets are written down to fair value. Although we
believe our judgments, estimates and/or assumptions used in estimating cash flows and determining fair value are
reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect such
impairment analyses and our financial results.

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to employees and non-
employee directors. We measure stock-based compensation at the grant date, based on the estimated fair value of
the award, and recognize the cost (net of estimated forfeitures) as compensation expense on a straight-line basis
over the requisite service period. Our stock-based compensation expense is reflected in selling, general and
administrative expenses in our consolidated statements of income.

Stock-based awards are provided to certain employees and non-employee directors under the terms of our 2013
Stock Incentive Plan, as amended, and our 2015 Non-Employee Director Stock Incentive Plan (together, the
“Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Prior to March
2009, awards under the Plans principally included a combination of at-the-money stock options and restricted
stock/units. Since March 2009, equity-based awards have been granted solely in the form of restricted stock/units,
with the exception of providing stock options to employees pursuant to certain pre-existing contractual obligations.

Grants of restricted stock/units are stock-based awards granted to recipients with specified vesting provisions. In
the case of restricted stock, common stock is delivered on the date of grant, subject to vesting conditions. In the
case of restricted stock units, common stock is generally delivered on or following satisfaction of vesting
conditions. We issue restricted stock/units that vest solely based on the recipient’s continued service over time
(primarily four-year cliff vesting, except for grants made under the 2015 Non-Employee Director Stock Incentive
Plan, which are primarily 12-month cliff vesting) and restricted stock/units that vest based on our achieving
specified performance measurements and the recipient’s continued service over time (primarily three-year cliff
vesting).

With respect to time-based restricted stock/units, we estimate the fair value on the date of grant based on our
closing stock price. With respect to performance-based restricted stock/units, the number of shares that ultimately
vest and are received by the recipient is based upon our performance as measured against specified targets over a
specified period, as determined by the Compensation Committee of the Board of Directors. Although there is no
guarantee that performance targets will be achieved, we estimate the fair value of performance-based restricted
stock/units based on our closing stock price at time of grant.

The Plans provide for adjustments to the performance-based restricted stock/units targets for significant events,
including, without limitation, acquisitions, divestitures, new business ventures, certain capital transactions
(including share repurchases), restructuring costs, if any, changes in accounting principles or in applicable laws or
regulations, foreign exchange fluctuations, certain litigation related costs, and material changes in income tax
rates. Over the performance period, the number of shares of common stock that will ultimately vest and be issued
and the related compensation expense is adjusted upward or downward based upon our estimation of achieving
such performance targets. The ultimate number of shares delivered to recipients and the related compensation cost
recognized as an expense will be based on our actual performance metrics as defined under the Plans.

Although we believe our judgments, estimates and/or assumptions related to stock-based compensation are
reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect our
financial results.

Table of Contents

Unrecognized Tax Benefits

ASC Topic 740 prescribes the accounting for uncertainty in income taxes recognized in the financial statements in
accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate audit settlement. In the normal course of
business, our tax returns are subject to examination by various taxing authorities. Such examinations may result in
future tax and interest assessments by these taxing authorities for uncertain tax positions taken in respect of certain
tax matters.

Accounting Standards Update

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please
refer to Note 1 of the Notes to Consolidated Financial Statements included under Item 8.

Table of Contents

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks as well as changes in foreign currency exchange rates as measured against the U.S.
dollar and each other, and changes to the credit markets. We attempt to minimize these risks by primarily using
foreign currency forward contracts and by maintaining counter-party credit limits. These hedging activities provide
only limited protection against currency exchange and credit risks. Factors that could influence the effectiveness of
our hedging programs include currency markets and availability of hedging instruments and liquidity of the credit
markets. All foreign currency forward contracts that we enter into are components of hedging programs and are
entered into for the sole purpose of hedging an existing or anticipated currency exposure. We do not enter into such
contracts for speculative purposes and we manage our credit risks by diversifying our investments, maintaining a
strong balance sheet and having multiple sources of capital.

Foreign Currency Agreements

The value of certain foreign currencies as compared to the U.S. dollar and the value of certain underlying functional
currencies of the Company, including its foreign subsidiaries, may affect our financial results. Fluctuations in
exchange rates may positively or negatively affect our revenues, gross margins, operating expenses and retained
earnings, all of which are expressed in U.S. dollars. Where we deem it prudent, we engage in hedging programs
using primarily foreign currency forward contracts aimed at limiting the impact of foreign currency exchange rate
fluctuations on earnings. We purchase short-term (i.e., generally 18 months or less) foreign currency forward
contracts to protect against currency exchange risks associated with intercompany loans due from our international
subsidiaries and the payment of merchandise purchases to foreign suppliers. We do not hedge the translation of
foreign currency profits into U.S. dollars, as we regard this as an accounting exposure, not an economic
exposure. A hypothetical 5% change in the average value of the U.S. dollar in 2019 compared to foreign currencies
would have changed our 2019 reported Net income attributable to Henry Schein, Inc. by approximately $6.0
million.

As of December 28, 2019, we had forward foreign currency exchange agreements, which expire through November
16, 2023, which include a mark-to-market loss of $3.9 million as determined by quoted market prices. Included in
the forward foreign currency exchange agreements, Henry Schein, Inc. had EUR/USD forward contracts notionally
totaling an amount of €200 million, with a reported fair value of these contracts as a net liability of $0.3 million. A
5% increase in the value of the Euro to the USD from December 28, 2019, with all other variables held constant,
would have had an unfavorable effect on the fair value of these forward contracts by decreasing the value of these
instruments by $12.0 million. As of December 28, 2019, Henry Schein, Inc. had Euro to Brazilian Real (BRL)
cross currency swap contracts notionally totaling an amount of €83.6 million, with a reported fair value of these
contracts as a net liability of $1.4 million. A 5% increase in the value of the Euro to the BRL from December 28,
2019, with all other variables held constant, would have had a favorable effect on the fair value of these swap
contracts by increasing the value of these instruments by $4.6 million.

Short-Term Investments

We limit our credit risk with respect to our cash equivalents, short-term investments and derivative instruments, by
monitoring the credit worthiness of the financial institutions who are the counter-parties to such financial
instruments. As a risk management policy, we limit the amount of credit exposure by diversifying and utilizing
numerous investment grade counter-parties.

Variable Interest Rate Debt

As of December 28, 2019, we had variable interest rate exposure for certain of our revolving credit facilities and
our U.S. trade accounts receivable securitization.

Our revolving credit facility which we entered into on April 18, 2017 and expires on April 18, 2022, has an interest
rate that is based on the U.S. Dollar LIBOR plus a spread based on our leverage ratio at the end of each financial
reporting quarter. As of December 28, 2019, there was $0.0 million outstanding under this revolving credit

Table of Contents

facility. During the year ended December 28, 2019, the average outstanding balance under this revolving credit
facility was approximately $147.5 million. Based upon our average outstanding balance for this revolving credit
facility, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by
$0.4 million.

Our U.S trade accounts receivable securitization, which we entered into on April 17, 2013 and which expires on
April 29, 2022, has an interest rate that is based upon the asset-backed commercial paper rate. As of December 28,
2019, the commercial paper rate was 1.90% plus 0.75%, for a combined rate of 2.65%. At December 28, 2019 the
outstanding balance was $100.0 million under this securitization facility. During the year ended December 28,
2019, the average outstanding balance under this securitization facility was approximately $274.8 million. Based
upon our average outstanding balance for this securitization facility, for each hypothetical increase of 25 basis
points, our interest expense thereunder would have increased by $0.7 million.

Table of Contents

ITEM 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS
HENRY SCHEIN, INC.

Page

Report of Independent Registered Public Accounting Firm ...............................................................................................................................................

Consolidated Financial Statements:

Balance Sheets as of December 28, 2019 and December 29, 2018 .....................................................................................................................................

Statements of Income for the years ended December 28, 2019,

December 29, 2018 and December 30, 2017 ......................................................................................................................................................................

Statements of Comprehensive Income for the years ended December 28, 2019,

Statements of Changes in Stockholders’ Equity for the years ended

December 28, 2019, December 29, 2018 and December 30, 2017 .....................................................................................................................................

Statements of Cash Flows for the years ended December 28, 2019,

Notes to Consolidated Financial Statements .......................................................................................................................................................................
Note 1 – Significant Accounting Policies ...................................................................................................................................................................
Note 2 – Discontinued Operations ..............................................................................................................................................................................
Note 3 – Property and Equipment, Net .......................................................................................................................................................................
Note 4 – Goodwill and Other Intangibles, Net ............................................................................................................................................................
Note 5 – Investments and Other ..................................................................................................................................................................................
Note 6 – Debt ..............................................................................................................................................................................................................
Note 7 – Leases ...........................................................................................................................................................................................................
Note 8 – Redeemable Noncontrolling Interests ...........................................................................................................................................................
Note 9 – Comprehensive Income ................................................................................................................................................................................
Note 10 – Fair Value Measurements ...........................................................................................................................................................................
Note 11 – Business Acquisitions Divestitures .............................................................................................................................................................
Note 12 – Plans of Restructuring ................................................................................................................................................................................
Note 13 – Earnings Per Share .....................................................................................................................................................................................
Note 14 – Income Taxes .............................................................................................................................................................................................
Note 15 – Concentrations of Risk ...............................................................................................................................................................................
Note 16 – Derivatives and Hedging Activities ............................................................................................................................................................
Note 17 – Revenue from Contracts with Customers ...................................................................................................................................................
Note 18 – Segment and Geographic Data ...................................................................................................................................................................
Note 19 – Employee Benefit Plans .............................................................................................................................................................................
Note 20 – Commitments and Contingencies ...............................................................................................................................................................
Note 21 – Quarterly Information (Unaudited) ............................................................................................................................................................
Note 22 – Supplemental Cash Flow Information ........................................................................................................................................................
Note 23 – Related Party Transactions .........................................................................................................................................................................

93
93
103
106
107
108
109
113
115
116
117
120
122
124
125
129
130
131
132
134
138
143
144
144

Schedule II - Valuation and Qualifying Accounts for the years ended December 28, 2019,

160

All other schedules are omitted because the required information is either inapplicable or is included in the consolidated
financial statements or the notes thereto.

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
Henry Schein, Inc.
Melville, NY

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Henry Schein, Inc. (the “Company”) as of
December 28, 2019 and December 29, 2018, the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 28, 2019, the related
notes and schedule (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 28, 2019 and December 29, 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 28, 2019, in conformity with accounting principles generally accepted in the
United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Company's internal control over financial reporting as of December 28, 2019,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 20, 2020
expressed an unqualified opinion thereon.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, effective on December 30, 2019, the Company
changed its method of accounting for leases due to the adoption of Accounting Standards Codification Topic 842,
Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our
opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the Audit Committee of the Board
of Directors and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements;
and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit

Table of Contents

matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or
on the accounts or disclosures to which they relate.

Business Combinations

As described in Note 11 of the consolidated financial statements, the Company acquired several companies in the
current year. As a result of the acquisitions, management was required to determine estimated fair values of the
assets acquired and liabilities assumed, including certain identifiable intangible assets. In some instances,
management utilized third-party valuation specialists to assist in the preparation of the valuation of certain
identifiable intangible assets.

We identified the determination of fair values of certain identifiable intangible assets, which primarily included
customer relationships, as a critical audit matter. Management exercised significant judgment to develop and select
assumptions in the measurement of the fair value of the identifiable intangible assets. Significant assumptions
included discount rates, customer attrition, and projected revenue growth rates. These assumptions are forward-
looking and could be affected by future economic and market conditions. The principal considerations for our
determination included the following: (i) changes in the significant assumptions could have a significant impact on
the fair value of the assets acquired, (ii) significant unobservable inputs and assumptions utilized by management in
determining the fair value of the identifiable intangible assets acquired, and (iii) appropriateness of use of various
valuation models to determine the fair value of the identifiable intangible assets acquired. Auditing these elements
involved especially subjective auditor judgment due to the nature and extent of audit effort required to address these
matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Assessing the design and testing operating effectiveness of certain controls over the development of
significant assumptions used to determine the fair values of certain identifiable intangible assets, and
controls over the selection of the valuation models used by management.

• Assessing the reasonableness of significant underlying assumptions through: (i) evaluating historical
performance of target entities, (ii) assessing financial projections against industry metrics and peer-
group companies, and (iii) performing sensitivity analyses and evaluating the potential effect of
changes in the significant assumptions.

• Utilizing personnel with specialized knowledge and skill with valuation to assist in: (i) assessing the
reasonableness of certain significant assumptions incorporated into the various valuation models, and
(ii) assessing the appropriateness of various valuation models utilized by management to determine
the fair values of the assets acquired.

Uncertain Tax Position

As described in Note 14 of the consolidated financial statements the Company operates in multiple jurisdictions and
is subject to transfer pricing compliance for intercompany transactions that are subject to audit by taxing
authorities. The resolution of these audits may span multiple years.

We identified the determination of uncertain tax positions related to transfer pricing from intercompany
transactions as a critical audit matter. The principal considerations for our determination included complex
judgments related to: (i) auditing the measurement of the liability for unrecognized tax benefits related to certain
intercompany transactions because of assumptions applied to the interpretation of tax laws and legal rulings in
multiple tax paying jurisdictions, (ii) determining whether a transfer pricing tax position’s technical merits are
more-likely-than-not to be sustained when measuring the amount of tax benefits that qualifies for recognition, and
(iii) assessing whether intercompany transactions are based on the arm’s length standard that may produce a range
of arm’s length outcomes. Auditing these elements involved subjective auditor judgment, including involvement of
86

Table of Contents

our tax professionals with specialized skills and knowledge.

The primary procedures we performed to address this critical audit matter included:

• Assessing the design and testing operating effectiveness of certain controls over the recognition and

measurement of uncertain tax positions.

• Evaluating the appropriateness of management’s methods and assumptions used to estimate uncertain
transfer pricing positions related to: (i) evaluating the ranges of arm’s length outcomes and pricing
conclusions reached within management’s transfer pricing studies, (ii) verifying our understanding of
the relevant facts by reading the Company’s correspondence with the relevant tax authorities and
third-party advice obtained by the Company, and (iii) reviewing historical settlement activity from
income tax authorities.

• Utilizing personnel with specialized knowledge and skill in taxation to assist in evaluating the
reasonableness of technical merits, management’s judgments and assumptions used in uncertain tax
position calculations related to transfer pricing, and assessing the overall reasonableness of
conclusions reached.

/s/ BDO USA, LLP

We have served as the Company's auditor since 1984.

New York, NY
February 20, 2020

Table of Contents

HENRY SCHEIN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

December 28,
2019

December 29,

2018

ASSETS
Current assets:
Cash and cash equivalents ...................................................................................................................................................................................
Accounts receivable, net of reserves of $60,002 and $53,121 .....................................................................................................................................
Inventories, net ...................................................................................................................................................................................................
Prepaid expenses and other ..................................................................................................................................................................................
Assets of discontinued operations ..........................................................................................................................................................................

Total current assets ............................................................................................................................................................................................

Property and equipment, net ................................................................................................................................................................................
Operating lease right-of-use assets, net ...................................................................................................................................................................
Goodwill ..........................................................................................................................................................................................................
Other intangibles, net ..........................................................................................................................................................................................
Investments and other ..........................................................................................................................................................................................
Assets of discontinued operations ..........................................................................................................................................................................

Total assets .......................................................................................................................................................................................................

106,097
1,246,246
1,428,799
445,360
-
3,226,502
329,645
231,662
2,462,495
572,878
327,919
-
7,151,101

56,885
1,168,776
1,415,512
451,033
1,083,014
4,175,220
314,221
-
2,081,029
376,031
420,367
1,133,659
8,500,527

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ...............................................................................................................................................................................................
Bank credit lines ................................................................................................................................................................................................
Current maturities of long-term debt .....................................................................................................................................................................
Operating lease liabilities .....................................................................................................................................................................................
Liabilities of discontinued operations .....................................................................................................................................................................
Accrued expenses:

880,266
23,975
109,849
65,349
-

785,756
951,458
8,280
-
577,607

Payroll and related .............................................................................................................................................................................................
Taxes ...............................................................................................................................................................................................................
Other ...............................................................................................................................................................................................................

Total current liabilities ........................................................................................................................................................................................

Long-term debt ..................................................................................................................................................................................................
Deferred income taxes ........................................................................................................................................................................................
Operating lease liabilities .....................................................................................................................................................................................
Other liabilities ..................................................................................................................................................................................................
Liabilities of discontinued operations .....................................................................................................................................................................

Total liabilities ..................................................................................................................................................................................................

265,206
165,171
528,553
2,038,369
622,908
64,989
176,267
331,173
-
3,233,706

242,876
154,613
498,237
3,218,827
980,344
27,218
-
357,741
62,453
4,646,583

Redeemable noncontrolling interests .....................................................................................................................................................................
Redeemable noncontrolling interests from discontinued operations .............................................................................................................................
Commitments and contingencies ..........................................................................................................................................................................

287,258
-

219,724
92,432

Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,

none outstanding.................................................................................................................................................................................................

Common stock, $.01 par value, 480,000,000 shares authorized,

143,353,459 outstanding on December 28, 2019 and
151,401,668 outstanding on December 29, 2018 .........................................................................................

Additional paid-in capital .....................................................................................................................................................................................
Retained earnings ...............................................................................................................................................................................................
Accumulated other comprehensive loss .................................................................................................................................................................

Total Henry Schein, Inc. stockholders' equity ..........................................................................................................................................................

Noncontrolling interests .......................................................................................................................................................................................

Total stockholders' equity ....................................................................................................................................................................................

Total liabilities, redeemable noncontrolling interests and stockholders' equity ..............................................................................................................

1,434
47,768
3,116,215
(167,373)
2,998,044
632,093
3,630,137
7,151,101

1,514
-
3,208,589
(248,771)
2,961,332
580,456
3,541,788
8,500,527

See accompanying notes.

Table of Contents

HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Years Ended
December 28, December 29, December 30,
2018

2019

2017

8,883,438
6,136,776
2,746,662

9,985,803 $
6,894,917
3,090,886

9,417,603 $
6,506,856
2,910,747

2,217,273
38,488
54,367
600,619

2,357,920
-
14,705
718,261

2,071,576
5,325
-
669,761

Net sales ...........................................................................................................................................................................................................
Cost of sales ......................................................................................................................................................................................................
Gross profit .......................................................................................................................................................................................................
Operating expenses:
Selling, general and administrative ........................................................................................................................................................................
Litigation settlements ..........................................................................................................................................................................................
Restructuring costs ..............................................................................................................................................................................................
Operating income ...............................................................................................................................................................................................
Other income (expense):
Interest income ...................................................................................................................................................................................................
Interest expense ..................................................................................................................................................................................................
Other, net ..........................................................................................................................................................................................................
Income from continuing operations before taxes, equity in
earnings of affiliates and noncontrolling interests .....................................................................................................................................................
Income taxes .....................................................................................................................................................................................................
Equity in earnings of affiliates ..............................................................................................................................................................................
Net gain (loss) on sale of equity investments ...........................................................................................................................................................
Net income from continuing operations ..................................................................................................................................................................
Income (loss) from discontinued operations ............................................................................................................................................................
Net Income ........................................................................................................................................................................................................
Less: Net income attributable to noncontrolling interests ..........................................................................................................................................
Less: Net (income) loss attributable to noncontrolling interests
from discontinued operations .................................................................................................................................................................................
Net income attributable to Henry Schein, Inc. .........................................................................................................................................................
$
Amounts attributable to Henry Schein Inc.:
Continuing operations ..........................................................................................................................................................................................
Discontinued operations .......................................................................................................................................................................................
Net income attributable to Henry Schein, Inc. ..........................................................................................................................................................

629,794
(308,975)
15,293
(17,636)
318,476
140,817
459,293
(25,304)

(159,515)
17,900
186,769
725,461
(6,323)
719,138
(24,770)

(107,432)
21,037
-
450,441
111,685
562,126
(19,724)

700,691 $
(5,957)
694,734 $

430,717 $
105,164
535,881 $

15,757
(50,792)
(2,919)

15,491
(76,016)
(3,258)

12,438
(51,066)
(1,339)

293,172
113,127
406,299

(6,521)
535,881 $

366
694,734 $

(27,690)
406,299

536,836

680,307

Earnings per share from continuing operations attributable to
Henry Schein, Inc.:
Basic ................................................................................................................................................................................................................
Diluted ..............................................................................................................................................................................................................

4.74 $
4.69 $

2.82 $
2.80 $

1.87
1.85

$
$

Earnings (loss) per share from discontinued operations
attributable to Henry Schein, Inc.:
Basic ................................................................................................................................................................................................................
Diluted ..............................................................................................................................................................................................................

(0.04) $
(0.04) $

0.69 $
0.68 $

0.72
0.72

$
$

Earnings per share attributable to Henry Schein, Inc.:
Basic ................................................................................................................................................................................................................
Diluted ..............................................................................................................................................................................................................

4.70 $
4.65 $

3.51 $
3.49 $

2.59
2.57

$
$

Weighted-average common shares outstanding:
Basic ................................................................................................................................................................................................................
Diluted ..............................................................................................................................................................................................................

152,656
153,707

147,817
149,257

156,787
158,208

See accompanying notes.

Table of Contents

HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Years Ended

December 28, December 29, December 30,

2019

2018

2017

719,138 $

562,126 $

459,293

Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss) .................................................................................................................................................................

(136,356)

191,886

(4,070)

Unrealized gain (loss) from foreign currency hedging activities .................................................................................................................................

(3,876)

(729)

626

(3)

(5,924)

3,933

3,033

Other comprehensive income (loss), net of tax .......................................................................................................................................................
Comprehensive income .......................................................................................................................................................................................
Comprehensive income attributable to noncontrolling interests:

(132,700)

(13,858)

195,087

654,380

429,426

705,280

Net income ........................................................................................................................................................................................................
Foreign currency translation (gain) loss ..................................................................................................................................................................

(24,404)

(52,994)

(26,245)

(8,113)

13,996

1,848

Comprehensive income attributable to noncontrolling interests .................................................................................................................................

(12,249)

(22,556)

(61,107)

Comprehensive income attributable to Henry Schein, Inc. ........................................................................................................................................

682,724 $

417,177 $

593,273

See accompanying notes.

Table of Contents

HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share and per share data)

Common Stock
$.01 Par Value

Shares
158,805,010

Amount

Additional
Paid-in
Capital

Retained
Earnings

Accumulated

Other

Total

Comprehensive Noncontrolling Stockholders'

Income (Loss)

Interests

Equity

652

791

7,738

1,588

184,425

407,090

406,299

183,773

126,742

2,800,804

(317,041)

2,981,777

-
-
-
-
-

-
-
-
-
-
-
-

-
(59)
2
11
(5)
-

Foreign currency translation gain (excluding gain of $7,461

noncontrolling interests) ................................................................................................................................................................................................
attributable to Redeemable noncontrolling interests) ......................................................................................................................................................................
net of tax benefit of $786 .................................................................................................................................................................................................

Unrealized loss from foreign currency hedging activities,
Unrealized investment loss, net of tax benefit of $1.........................................................................................................................................................................
Pension adjustment gain, net of tax of $314 ................................................................................................................................................................................
Dividends paid ..........................................................................................................................................................................................................
Other adjustments .......................................................................................................................................................................................................
Purchase of noncontrolling interests .......................................................................................................................................................................................
Change in fair value of redeemable securities ..............................................................................................................................................................................
Initial noncontrolling interests and adjustments related to
Repurchase and retirement of common stock ..............................................................................................................................................................................
Stock issued upon exercise of stock options ................................................................................................................................................................................
Stock-based compensation expense .......................................................................................................................................................................................
Shares withheld for payroll taxes .........................................................................................................................................................................................
Settlement of stock-based compensation awards ...........................................................................................................................................................................
Deferred tax benefit arising from acquisition of
Transfer of charges in excess of capital ....................................................................................................................................................................................
Balance, December 30, 2017 .............................................................................................................................................................................................
Cumulative impact of adopting new accounting standards ..................................................................................................................................................................
Net income (excluding $21,848 attributable to Redeemable

noncontrolling interest in partnership .....................................................................................................................................................................................

business acquisitions ....................................................................................................................................................................................................

-
-
-
-
23
-
(162,729)

-
(5,864,404)
197,434
1,072,922
(520,816)
-

(729)
(3)
3,933
(546)
399
(4,150)
(162,729)

-
(352,736)
-
-
-
-

-
-
-
(546)
376
(4,150)
-

-
(97,205)
5,264
42,283
(44,771)
(599)

8,050
(450,000)
5,266
42,294
(44,776)
(599)

(729)
(3)
3,933
-
-
-
-

Foreign currency translation loss (excluding loss of $13,031

noncontrolling interests) .................................................................................................................................................................................................
attributable to Redeemable noncontrolling interests) ......................................................................................................................................................................
net of tax of $396 .......................................................................................................................................................................................................

Unrealized gain from foreign currency hedging activities,
Unrealized investment loss, net of tax benefit of $0.........................................................................................................................................................................
Pension adjustment gain, net of tax of $1,179 ..............................................................................................................................................................................
Dividends paid ..........................................................................................................................................................................................................
Other adjustments .......................................................................................................................................................................................................
Purchase of noncontrolling interests ......................................................................................................................................................................................
Change in fair value of redeemable securities ..............................................................................................................................................................................
Initial noncontrolling interests and adjustments related to
Repurchase and retirement of common stock ..............................................................................................................................................................................
Stock issued upon exercise of stock options ................................................................................................................................................................................
Stock-based compensation expense .......................................................................................................................................................................................
Shares withheld for payroll taxes .........................................................................................................................................................................................
Settlement of stock-based compensation awards ...........................................................................................................................................................................
Deferred tax benefit arising from acquisition of
Transfer of charges in excess of capital ...................................................................................................................................................................................
Balance, December 29, 2018 .............................................................................................................................................................................................
Cumulative impact of adopting new accounting standards ..................................................................................................................................................................
Net income (excluding $14,838 attributable to Redeemable
noncontrolling interests from continuing operations
and ($366) from discontinued operations) .................................................................................................................................................................................

-
-
-
-
(19)
-
(148,919)

-
(2,518,387)
153,516
340,794
(267,772)
3,371

626
(3)
3,033
(656)
694
(214)
(148,919)

-
(163,769)
-
-
-
-

-
(36,206)
3,075
36,236
(18,140)
(727)

564,270
(200,000)
3,076
36,240
(18,143)
(727)

564,270
-
-
-
-
-

-
-
151,401,668
-

626
(3)
3,033
-
-
-
-

-
-
-
(656)
713
(214)
-

-
(95,311)
2,940,029
2,594

-
(106,146)
3,208,589
(274)

-
-
(130,067)
-

-
-
(248,771)
-

8,050
-
-
-
-
-

-
-
153,690,146

35,681
-
2,824,410
2,594

58,554
-
3,541,788
(274)

-
-
580,456
-

58,554
106,146
-
-

-
(25)
1
4
(3)
-

35,681
95,311
-
-

-
-
12,911
-

-
-
1,537
-

-
-
1,514
-

-
-
-
-
-
-
-

-
-
-
-
-
-

(122,360)

(123,325)

694,734

535,881

540,278

704,666

9,932

(965)

4,397

Foreign currency translation loss (excluding loss of $2,335
attributable to Redeemable noncontrolling interests
and $592 gain from discontinued operations) ..............................................................................................................................................................................
net of tax benefit of $1,035 ..............................................................................................................................................................................................

Unrealized loss from foreign currency hedging activities,
Unrealized investment gain, net of tax of $2 ...............................................................................................................................................................................
Pension adjustment loss, net of tax benefit of $1,806 .......................................................................................................................................................................
Dividends paid ..........................................................................................................................................................................................................
Other adjustments .......................................................................................................................................................................................................
Change in fair value of redeemable securities ..............................................................................................................................................................................
Initial noncontrolling interests and adjustments related to
Adjustment for Animal Health Spin-off ...................................................................................................................................................................................
Repurchase and retirement of common stock ..............................................................................................................................................................................
Stock issued upon exercise of stock options ................................................................................................................................................................................
Stock-based compensation expense .......................................................................................................................................................................................
Shares withheld for payroll taxes .........................................................................................................................................................................................
Settlement of stock-based compensation awards ...........................................................................................................................................................................
Share Sale related to Animal Health business ..............................................................................................................................................................................
Separation of Animal Health business .....................................................................................................................................................................................
Transfer of charges in excess of capital ...................................................................................................................................................................................
Balance, December 28, 2019 .............................................................................................................................................................................................

-
87,629
(8,173,912)
2,526
215,408
(179,860)
-
-
-
-
143,353,459

-
-
(445,133)
-
-
-
-
-
(543,158)
201,457
3,116,215

-
-
(79,785)
34
45,243
(10,844)
160
361,090
(73,970)
(201,457)
47,768

-
-
-
-
-
-
-
-
93,408
-
(167,373)

42,345
1
(525,000)
34
45,245
(10,845)
160
361,090
(523,720)
-
3,630,137

42,345
-
-
-
-
-
-
-
-
-
632,093

-
1
(82)
-
2
(1)
-
-
-
-
1,434

(3,876)
12
(5,924)
-
-
-

(3,876)
12
(5,924)
(535)
(3)
7,300

-
-
-
-
(3)
7,300

-
-
-
(535)
-
-

-
-
-
-
-
-

(2,222)

(2,327)

(105)

See accompanying notes.

Table of Contents

HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

December 28,

Years Ended
December 29,

December 30,

2019

2018

2017

Cash flows from operating activities:
Net income ..........................................................................................................................................................................................................
Income (loss) from discontinued operations ......................................................................................................................................................................
Income from continuing operations ...............................................................................................................................................................................

719,138 $
(6,323)
725,461

562,126 $
111,685
450,441

459,293
140,817
318,476

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization ....................................................................................................................................................................................
Net (gain) loss on sale of equity investments ....................................................................................................................................................................
Stock-based compensation expense ..............................................................................................................................................................................
Provision for losses on trade and other accounts receivable ...................................................................................................................................................
Benefit from deferred income taxes ..............................................................................................................................................................................
Equity in earnings of affiliates ....................................................................................................................................................................................
Distributions from equity affiliates ...............................................................................................................................................................................
Changes in unrecognized tax benefits ............................................................................................................................................................................
Provision for (benefit from) transition tax .......................................................................................................................................................................
Other .................................................................................................................................................................................................................
Changes in operating assets and liabilities, net of acquisitions:

184,942
(250,167)
44,920
12,612
(4,057)
(17,900)
71,469
1,941
-
5,684

133,855
17,636
36,845
7,915
(1,773)
(15,293)
20,895
(2,208)
140,000
9,850

143,630
-
32,621
14,384
(36,007)
(21,037)
20,386
(1,169)
(10,000)
369

Accounts receivable ................................................................................................................................................................................................
Inventories ..........................................................................................................................................................................................................
Other current assets ................................................................................................................................................................................................
Accounts payable and accrued expenses .........................................................................................................................................................................

(72,689)
14,702
(57,291)
160,851
820,478
(166,391)
654,087

(127,201)
(41,042)
(165,645)
191,225
450,955
233,751
684,706

(128,498)
(143,155)
(101,024)
81,514
375,035
170,480
545,515

Net cash provided by operating activities from continuing operations ........................................................................................................................................
Net cash provided by (used in) operating activities from discontinued operations ...........................................................................................................................
Net cash provided by operating activities ........................................................................................................................................................................
Cash flows from investing activities:

Purchases of fixed assets ...........................................................................................................................................................................................
Payments related to equity investments and business

(62,404)

(76,219)

(71,283)

acquisitions, net of cash acquired .................................................................................................................................................................................

(655,879)
307,251
16,713
(14,175)
(422,309)
(2,064)
(424,373)

Proceeds from sale of equity investment .........................................................................................................................................................................
Repayments from (borrowings for) loan to affiliate ............................................................................................................................................................
Other .................................................................................................................................................................................................................
Net cash used in investing activities from continuing operations ..............................................................................................................................................
Net cash used in investing activities from discontinued operations ............................................................................................................................................
Net cash used in investing activities ..............................................................................................................................................................................
Cash flows from financing activities:
Net change in bank borrowings ...................................................................................................................................................................................
Proceeds from issuance of long-term debt .......................................................................................................................................................................
Principal payments for long-term debt ...........................................................................................................................................................................
Debt issuance costs .................................................................................................................................................................................................
Proceeds from issuance of stock upon exercise of stock options ..............................................................................................................................................
Payments for repurchases of common stock .....................................................................................................................................................................
Payments for taxes related to shares withheld for employee taxes .............................................................................................................................................
Distribution received related to Animal Health Spin-off ........................................................................................................................................................
Proceeds related to Animal Health Share Sale ...................................................................................................................................................................
Proceeds from (distributions to) noncontrolling shareholders ..................................................................................................................................................
Acquisitions of noncontrolling interests in subsidiaries ........................................................................................................................................................
Payments to Henry Schein Animal Health Business ............................................................................................................................................................

Net cash used in financing activities from continuing operations ..............................................................................................................................................
Net cash provided by (used in) financing activities from discontinued operations ...........................................................................................................................
Net cash used in financing activities ..............................................................................................................................................................................
Effect of exchange rate changes on cash and cash equivalents from continuing operations .................................................................................................................
Effect of exchange rate changes on cash and cash equivalents from discontinued operations ..............................................................................................................
Net change in cash and cash equivalents from continuing operations .........................................................................................................................................
Net change in cash and cash equivalents from discontinued operations .......................................................................................................................................
Cash and cash equivalents, beginning of period .................................................................................................................................................................
Cash and cash equivalents, end of period ........................................................................................................................................................................

56,885 $

(927,912)
741
(260,944)
(391)
34
(525,000)
(10,814)
1,120,000
361,090
51,498
(2,358)
(169,295)
(363,351)
147,371
(215,980)
14,394
(2,240)
49,212
(23,324)
56,885
106,097 $

(181,415)
34,048
6,700
(9,670)
(212,741)
(129,535)
(342,276)

302,941
200,440
(59,288)
(1,892)
5,266
(450,000)
(44,832)
-
-
(8,673)
(11,532)
(6,374)
(73,944)
(38,607)
(112,551)
26,985
(5,396)
115,335
(3,058)
42,667
158,002

(53,240)
1,000
(25,700)
(15,101)
(164,324)
(28,630)
(192,954)

210,741
115,000
(24,735)
(501)
3,076
(200,000)
(18,023)
-
-
(7,351)
(287,635)
(192,745)
(402,173)
(201,603)
(603,776)
14,425
3,150
(101,117)
6,668
158,002

See accompanying notes.

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 1 –Significant Accounting Policies

Nature of Operations

We distribute health care products and services primarily to office-based health care practitioners with operations or
affiliates in the United States, Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech Republic,
France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Malaysia, the
Netherlands, New Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Thailand,
United Arab Emirates and the United Kingdom.

Principles of Consolidation

Our consolidated financial statements include the accounts of Henry Schein, Inc. and all of our controlled
subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Investments in
unconsolidated affiliates, which are greater than or equal to 20% and less than or equal to 50% owned or
investments in unconsolidated affiliates of less than 20% in which we have the ability to influence the operating or
financial decisions, are accounted for under the equity method. See Note 8 for accounting treatment of Redeemable
noncontrolling interests. Certain prior period amounts have been reclassified to conform to the current period
presentation.

We consolidate a Variable Interest Entity (“VIE”) where we hold a variable interest and are the primary
beneficiary. The VIE is a trade accounts receivable securitization. We are the primary beneficiary because we
have the power to direct activities that most significantly affect the economic performance and have the obligation
to absorb the majority of the losses or benefits. The results of operations and financial position of this VIE are
included in our consolidated financial statements.

For the consolidated VIE, the trade accounts receivable transferred to the VIE are pledged as collateral to the
related debt. The creditors have recourse to us for losses on these trade accounts receivable. For the years ended
December 28, 2019 and December 29, 2018, trade accounts receivable that can only be used to settle obligations of
this VIE were $127 million and $422 million, respectively, and the liabilities of the VIE where the creditors have
recourse to us were $100 million and $350 million, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fiscal Year

We report our results of operations and cash flows on a 52-53 week basis ending on the last Saturday of December.
The years ended December 28, 2019, December 29, 2018 and December 30, 2017 consisted of 52 weeks.

Revenue Recognition

On December 31, 2017, we adopted Accounting Standards Codification (“ASC”) 606 (“Topic 606”) using the
modified retrospective method applied to those contracts which were not completed as of the adoption date.
Results for reporting periods beginning after December 30, 2017 are presented under Topic 606, while prior period
amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Our revenue recognition accounting policies applied prior to adoption of Topic 606 are outlined in the financial
statements in our Annual Report on Form 10-K for the year ended December 30, 2017. The disclosures included
herein reflect our accounting policies under Topic 606.

Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the
consideration that we expect to receive for those goods or services. To recognize revenue, we do the following:

• identify the contract(s) with a customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to the performance obligations in the contract; and

• recognize revenue when, or as, the entity satisfies a performance obligation.

Revenue derived from the sale of equipment is recognized when control transfers to the customer. This occurs
when the equipment is delivered. Such sales typically entail scheduled deliveries of large equipment primarily by
equipment service technicians. Some equipment sales require minimal installation, which is typically completed at
the time of delivery. Our product generally carries standard warranty terms provided by the manufacturer,
however, in instances where we provide warranty labor services, the warranty costs are accrued in accordance with
ASC 460 “Guarantees”.

Sales, value-add and other taxes we collect concurrent with revenue-producing activities are excluded from
revenue.

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

See Note 17 for additional disclosures of disaggregated net sales and Note 18 for disclosures of net sales by
segment and geographic data.

Contract Balances

Accounts Receivable

Contract Assets

Contract assets include amounts related to any conditional right to consideration for work completed but not billed
as of the reporting date and generally represent amounts owed to us by customers, but not yet billed. Contract assets
are transferred to accounts receivable when the right becomes unconditional. The contract assets primarily relate to
our bundled arrangements for the sale of equipment and consumables and sales of term software licenses. Current
contract assets are included in Prepaid expenses and other and the non-current contract assets are included in
Investments and other within our consolidated balance sheet. Current and non-current contract asset balances as of
December 28, 2019 and December 29, 2018 were not material.

Contract Liabilities

Contract liabilities are comprised of advance payments and upfront payments for service arrangements provided
over time that are accounted for as deferred revenue amounts. Contract liabilities are transferred to revenue once
the performance obligation has been satisfied. Current contract liabilities are included in Accrued expenses: Other
and the non-current contract liabilities are included in Other liabilities within our consolidated balance sheet. At
December 29, 2018, the current portion of contract liabilities of $65.3 million was reported in Accrued expenses:
Other, and $5.0 million related to non-current contract liabilities were reported in Other liabilities. During the year
ended December 28, 2019, we recognized substantially all of the current contract liability amounts that were

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

previously deferred at December 29, 2018. At December 28, 2019, the current and non-current portion of contract
liabilities were $70.8 million and $6.2 million, respectively.

Deferred Commissions

Sales Returns

Cash and Cash Equivalents

We consider all highly liquid short-term investments with an original maturity of three months or less to be cash
equivalents. Due to the short-term maturity of such investments, the carrying amounts are a reasonable estimate of
fair value. Outstanding checks in excess of funds on deposit of $29.5 million and $41.1 million, primarily related
to payments for inventory, were classified as accounts payable as of December 28, 2019 and December 29, 2018.

Inventories and Reserves

Inventories consist primarily of finished goods and are valued at the lower of cost or net realizable value. Cost is
determined by the first-in, first-out method for merchandise or actual cost for large equipment and high tech
equipment. In accordance with our policy for inventory valuation, we consider many factors including the
condition and salability of the inventory, historical sales, forecasted sales and market and economic trends. From
time to time, we adjust our assumptions for anticipated changes in any of these or other factors expected to affect
the value of inventory.

Direct Shipping and Handling Costs

Freight and other direct shipping costs are included in cost of sales. Direct handling costs, which represent
primarily direct compensation costs of employees who pick, pack and otherwise prepare, if necessary, merchandise
for shipment to our customers are reflected in selling, general and administrative expenses. Direct shipping and
handling costs were $73.8 million, $70.6 million and $65.0 million for the years ended December 28, 2019,
December 29, 2018 and December 30, 2017.

Advertising and Promotional Costs

We generally expense advertising and promotional costs as incurred. Total advertising and promotional expenses
were $25.2 million, $12.9 million and $0.8 million for the years ended December 28, 2019, December 29, 2018 and
December 30, 2017.

Table of Contents

Supplier Rebates

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation or amortization. Depreciation is
computed primarily under the straight-line method (see Note 3 - Property and Equipment, Net for estimated useful
lives). Amortization of leasehold improvements is computed using the straight-line method over the lesser of the
useful life of the assets or the lease term.

Capitalized software costs consist of costs to purchase and develop software. Costs incurred during the application
development stage for software bought and further customized by outside suppliers for our use and software
developed by a supplier for our proprietary use are capitalized. Costs incurred for our own personnel who are
directly associated with software development are capitalized.

Income Taxes

We account for income taxes under an asset and liability approach that requires the recognition of deferred income
tax assets and liabilities for the expected future tax consequences of events that have been recognized in our
financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future
events other than enactments of changes in tax laws or rates. The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment
date. Our accounting for the Tax Cuts and Jobs Act, enacted on December 22, 2017, is further discussed in Note
14–Income Taxes. We file a consolidated U.S. federal income tax return with our 80% or greater owned U.S.
subsidiaries.

Foreign Currency Translation and Transactions

The financial position and results of operations of our foreign subsidiaries are determined using local currency as
the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at
each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from period to period are included in
Accumulated other comprehensive income in stockholders’ equity. Gains and losses resulting from foreign
currency transactions are included in earnings.

Risk Management and Derivative Financial Instruments

We use derivative instruments to minimize our exposure to fluctuations in foreign currency exchange rates. Our
objective is to manage the impact that foreign currency exchange rate fluctuations could have on recognized asset
and liability fair values, earnings and cash flows, as well as our net investments in foreign subsidiaries. Our risk
management policy requires that derivative contracts used as hedges be effective at reducing the risks associated
with the exposure being hedged and be designated as a hedge at the inception of the contract. We do not enter into
derivative instruments for speculative purposes. Our derivative instruments primarily include foreign currency
forward agreements related to certain intercompany loans, certain forecasted inventory purchase commitments with
foreign suppliers and foreign currency forward contracts to hedge a portion of our euro-denominated foreign
operations which are designated as net investment hedges.

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Foreign currency forward agreements related to forecasted inventory purchase commitments with foreign suppliers
and foreign currency swaps related to foreign currency denominated debt are designated as cash flow hedges. For
derivatives that are designated and qualify as cash flow hedges, the changes in the fair value of the derivative is
recorded as a component of Accumulated other comprehensive income in stockholders’ equity and subsequently
reclassified into earnings in the period(s) during which the hedged transaction affects earnings. We classify the
cash flows related to our hedging activities in the same category on our consolidated statements of cash flows as the
cash flows related to the hedged item.

Foreign currency forward contracts related to our euro-denominated foreign operations are designated as net
investment hedges. For derivatives that are designated and qualify as net investment hedges, the changes in the fair
value of the derivative is recorded in the foreign currency translation gain (loss) component of Accumulated other
comprehensive income in stockholders’ equity until the net investment is sold or substantially liquidated.

Our foreign currency forward agreements related to foreign currency balance sheet exposure provide economic
hedges but are not designated as hedges for accounting purposes.

For agreements not designated as hedges, changes in the value of the derivative, along with the transaction gain or
loss on the hedged item, are recorded in earnings.

Acquisitions

Redeemable Noncontrolling Interests

Some minority stockholders in certain of our subsidiaries have the right, at certain times, to require us to acquire
their ownership interest in those entities at fair value. Their interests in these subsidiaries are classified outside
permanent equity on our consolidated balance sheets and are carried at the estimated redemption amounts. The
redemption amounts have been estimated based on expected future earnings and cash flow and, if such earnings and
cash flow are not achieved, the value of the redeemable noncontrolling interests might be impacted. Changes in the
estimated redemption amounts of the noncontrolling interests subject to put options are reflected at each reporting

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are
subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they
were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor
level. These adjustments do not impact the calculation of earnings per share.

Noncontrolling Interests

Goodwill

For the years ended December 28, 2019, December 29, 2018 and December 30, 2017 we tested goodwill for
impairment using a quantitative analysis consisting of a two-step approach. The first step of our quantitative
analysis consists of a comparison of the carrying value of our reporting units, including goodwill, to the estimated
fair value of our reporting units using a discounted cash flow methodology. If step one results in the carrying value
of the reporting unit exceeding the fair value of such reporting unit, we would then proceed to step two which
would require us to calculate the amount of impairment loss, if any, that we would record for such reporting unit.
The calculation of the impairment loss in step two would be equivalent to the reporting unit’s carrying value of
goodwill less the implied fair value of such goodwill.

Our use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections
and growth rates, which take into account estimated inflation rates. We also develop estimates for future levels of
gross profits and operating profits and projected capital expenditures. Our methodology also includes the use of
estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that
we use in our discounted cash flow methodology involve many assumptions by management that are based upon
future growth projections.

Some factors we consider important that could trigger an interim impairment review include:

• significant underperformance relative to expected historical or projected future operating results;

• significant changes in the manner of our use of acquired assets or the strategy for our overall business
(e.g., decision to divest a business); or

• significant negative industry or economic trends.

If we determine through the impairment review process that goodwill is impaired, we record an impairment charge
in our consolidated statements of income.

For the years ended December 28, 2019, December 29, 2018 and December 30, 2017, the results of our goodwill
analysis did not result in any impairments.

Table of Contents

Long-Lived Assets

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Definite-lived intangible assets primarily consist of non-compete agreements, trademarks, trade names, customer
lists, customer relationships and intellectual property. For long-lived assets used in operations, impairment losses
are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted
future cash flows. We measure the impairment loss based on the difference between the carrying amount and the
estimated fair value. When an impairment exists, the related assets are written down to fair value.

Cost of Sales

The primary components of cost of sales include the cost of the product (net of purchase discounts, supplier
chargebacks and rebates) and inbound and outbound freight charges. Costs related to purchasing, receiving,
inspections, warehousing, internal inventory transfers and other costs of our distribution network are included in
selling, general and administrative expenses along with other operating costs.

As a result of different practices of categorizing costs associated with distribution networks throughout our
industry, our gross margins may not necessarily be comparable to other distribution companies. Total distribution
network costs were $72.3 million, $69.6 million and $67.5 million for the years ended December 28, 2019,
December 29, 2018 and December 30, 2017.

Comprehensive Income

Comprehensive income includes certain gains and losses that, under accounting principles generally accepted in the
United States, are excluded from net income as such amounts are recorded directly as an adjustment to
stockholders’ equity. Our comprehensive income is primarily comprised of net income, foreign currency
translation gain (loss), unrealized gain (loss) from foreign currency hedging activities, unrealized investment gain
(loss) and pension adjustment gain (loss).

Leases

We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or
explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange
for consideration. As a lessee, we include operating leases in Operating lease right-of-use (“ROU”) assets,
Operating lease liabilities, and Non-current operating lease liabilities in our consolidated balance sheet. Finance
leases are included in Property and equipment, Current maturities of long-term debt, and Long-term debt in our
consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized
upon commencement of the lease based on the present value of the lease payments over the lease term. As most of
our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate based on the
estimated rate of interest for fully amortizing borrowings over a similar term of the lease payments at
commencement date to determine the present value of lease payments. When readily determinable, we use the
implicit rate. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that
we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease
term. Expenses associated with operating leases finance leases are included in “Selling, general and

100

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

administrative” and “Interest expense”, respectively within our Consolidated Statement of Income. Leases with a
lease term of 12 months or less are not capitalized.

We have lease agreements with lease and non-lease components, which are generally accounted for as a single
lease component, except non-lease components for leases of vehicles which are accounted for separately. When a
vehicle lease contains both lease and non-lease components, we allocate the transaction price based on the relative
standalone selling price.

Accounting Pronouncements Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2016-02 “Leases (Topic 842)” related to leases requiring the recognition of ROU assets and lease
liabilities on the balance sheet. Most significant among the changes in the standard is the recognition of ROU
assets and lease liabilities by lessors for those leases classified as operating leases. Under the standard,
disclosures are required to meet the objective of enabling users of financial statements to assess the amount,
timing and uncertainty of cash flows arising from leases.

We adopted the standard on December 30, 2018 using a modified retrospective approach utilizing a transition relief
expedient method whereby we continue to apply existing lease guidance during the comparative periods and apply
the new lease requirements through a cumulative-effect adjustment in the period of adoption, rather than in the
earliest period presented without adjusting historical financial statements. We elected the package of practical
expedients permitted under the transition guidance within the new standard, which, among other things, allowed us
to carry forward the historical lease classification. Information related to leases as of December 28, 2019 is
presented under Topic 842, while prior period amounts are not adjusted and continue to be reported under legacy
guidance in Topic 840.

The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while
our accounting for finance leases remained substantially unchanged.

Adoption of the new standard resulted in the recording of additional net operating lease assets of $259.9 million
and operating lease liabilities of $267.3 million, and a decrease of $1.1 million and $8.5 million in prepaid rent
and deferred rent liabilities, respectively. The standard did not materially impact our consolidated net income
and had no impact on cash flows.

In February 2018, the FASB issued ASU No. 2018-02, "Treatment of Stranded Tax Effects in Accumulated Other
Comprehensive Income Resulting From the Tax Cuts and Jobs Act of 2017," which allows the reclassification from
accumulated comprehensive income to retained earnings the income tax effects resulting from the Tax Cuts and
Jobs Act of 2017 (the “Tax Act”). The adoption of this ASU did not have a material impact on our consolidated
financial statements.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging” (Topic 815), which simplified the
requirements for hedge accounting, more closely aligns hedge accounting risk with risk management activities and
increases transparency of the scope and results of hedging activities. This ASU amends the presentation and
disclosure requirements and changes how we can assess the effectiveness of our hedging relationships. This ASU
will make more financial and nonfinancial hedging strategies eligible for hedge accounting. The adoption of this
ASU did not have a material impact on our consolidated financial statements.

101

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit
losses for financial assets held at amortized cost. This ASU is effective for interim and annual reporting periods
beginning after December 15, 2019. This ASU is required to be adopted using the modified retrospective basis,
with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which
the guidance of this ASU is effective. Based upon the level and makeup of our financial asset portfolio, past loan
loss activity and current known activity regarding our outstanding loans, we do not expect that this ASU will have a
material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other” (Topic 350) (“ASU 2017-
04”). ASU 2017-04 eliminates step two from the goodwill impairment test, thereby eliminating the requirement to
calculate the implied fair value of a reporting unit. ASU 2017-04 will require us to perform our annual goodwill
impairment test by comparing the fair value of our reporting units to the carrying value of those units. If the
carrying value exceeds the fair value, we will be required to recognize an impairment charge; however, the
impairment charge should not exceed the amount of goodwill allocated to such reporting unit. ASU 2017-04 is
required to be implemented on a prospective basis for fiscal years beginning after December 15, 2019. We do not
expect that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740): Simplifying the Accounting
for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing
certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of
and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect
that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements.

102

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 2 – Discontinued Operations

Animal Health Spin-off

On February 7, 2019 (the “Distribution Date”), we completed the separation (the “Separation”) and subsequent
merger (“Merger”) of our animal health business (the “Henry Schein Animal Health Business”) with Direct Vet
Marketing, Inc. (d/b/a Vets First Choice, “Vets First Choice”). This was accomplished by a series of transactions
among us, Vets First Choice, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly owned subsidiary of ours
prior to the Distribution Date, and HS Merger Sub, Inc., a wholly owned subsidiary of Covetrus (“Merger Sub”).
In connection with the Separation, we contributed, assigned and transferred to Covetrus certain applicable assets,
liabilities and capital stock or other ownership interests relating to the Henry Schein Animal Health Business. On
the Distribution Date, we received a tax-free distribution of $1,120 million from Covetrus pursuant to certain debt
financing incurred by Covetrus. On the Distribution Date and prior to the Animal Health Spin-off, Covetrus issued
shares of Covetrus common stock to certain institutional accredited investors (the “Share Sale Investors”) for
$361.1 million (the “Share Sale”). The proceeds of the Share Sale were paid to Covetrus and distributed to us.
Subsequent to the Share Sale, we distributed, on a pro rata basis, all of the shares of the common stock of Covetrus
held by us to our stockholders of record as of the close of business on January 17, 2019 (the “Animal Health Spin-
off”). After the Share Sale and Animal Health Spin-off, Merger Sub consummated the Merger whereby it merged
with and into Vets First Choice, with Vets First Choice surviving the Merger as a wholly owned subsidiary of
Covetrus. Immediately following the consummation of the Merger, on a fully diluted basis, (i) approximately 63%
of the shares of Covetrus common stock were (a) owned by our stockholders and the Share Sale Investors, and (b)
held by certain employees of the Henry Schein Animal Health Business (in the form of certain equity awards), and
(ii) approximately 37% of the shares of Covetrus common stock were (a) owned by stockholders of Vets First
Choice immediately prior to the Merger, and (b) held by certain employees of Vets First Choice (in the form of
certain equity awards). After the Separation and the Merger, we no longer beneficially owned any shares of
Covetrus common stock and, following the Distribution Date, will not consolidate the financial results of Covetrus
for the purpose of our financial reporting. Following the Separation and the Merger, Covetrus was an independent,
publicly traded company on the Nasdaq Global Select Market.

As a result of the Separation, the financial position and results of operations of the Henry Schein Animal Health
Business are presented as discontinued operations and have been excluded from continuing operations and segment
results for all periods presented. The accompanying Notes to the Consolidated Financial Statements have been
revised to reflect the effect of the Separation and all prior year balances have been revised accordingly to reflect
continuing operations only. The historical statements of Comprehensive Income (Loss) and Shareholders' Equity
have not been revised to reflect the Separation and instead reflect the Separation as an adjustment to the balances at
December 28, 2019.

103

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Summarized financial information for our discontinued operations is as follows:

December 28,

2019

Year Ended
December 29,
2018

December 30,

2017

3,784,392 $
3,100,055
684,337
531,905
152,432
48,060
111,685
(6,521)

319,522 $
260,097
59,425
68,919
(9,494)
(2,181)
(6,323)
366

3,578,105
2,925,664
652,441
462,835
189,606
53,532
140,817
(27,690)

105,164

113,127

(5,957)

The financial information above represents activity of the discontinued operations during the year through the
Distribution Date. The loss from discontinued operations for the year ended December 28, 2019 was primarily
attributable to the inclusion of the transaction costs directly related to the Animal Health Spin-off. See Note 23-
Related Party Transactions for additional information.

104

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The following are the amounts of assets and liabilities that were transferred to Covetrus as of February 7, 2019 and
December 29, 2018.

February 7,

2019

December 29,
2018

Cash and cash equivalents .................................................................................................................................................................................
Accounts receivable, net .....................................................................................................................................................................................
Inventories, net .................................................................................................................................................................................................
Prepaid expenses and other ................................................................................................................................................................................

Total current assets of discontinued operations .....................................................................................................................................................

Property and equipment, net ...............................................................................................................................................................................
Operating lease right-of-use asset, net ..................................................................................................................................................................
Goodwill ..........................................................................................................................................................................................................
Other intangibles, net ........................................................................................................................................................................................
Investments and other ........................................................................................................................................................................................

Total long-term assets of discontinued operations .................................................................................................................................................

Total assets of discontinued operations ................................................................................................................................................................

23,324
434,935
555,230
69,525
1,083,014
68,177
-
739,266
208,213
118,003
1,133,659
2,216,673

Accounts payable ..............................................................................................................................................................................................
Current maturities of long-term debt ...................................................................................................................................................................
Operating lease liabilities ...................................................................................................................................................................................
Accrued expenses: .............................................................................................................................................................................................
Payroll and related ............................................................................................................................................................................................
Taxes ...............................................................................................................................................................................................................
Other ...............................................................................................................................................................................................................

316,162
657
18,951

441,453
675
-

Total current liabilities of discontinued operations ................................................................................................................................................

Long-term debt .................................................................................................................................................................................................
Deferred income taxes .......................................................................................................................................................................................
Operating lease liabilities ...................................................................................................................................................................................
Other liabilities .................................................................................................................................................................................................

Total long-term liabilities of discontinued operations ...........................................................................................................................................

Total liabilities of discontinued operations ...........................................................................................................................................................
Redeemable noncontrolling interests ...................................................................................................................................................................

$
$

36,888
17,552
81,039
577,607
23,529
4,352
-
34,572
62,453
640,060
92,432

6,815
432,812
536,637
120,546
1,096,810
69,790
57,012
742,931
205,793
120,518
1,196,044
2,292,854

36,847
24,060
80,400
477,077
1,176,105
17,019
38,668
29,209
1,261,001
1,738,078
28,270

105

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 3 – Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed primarily
under the straight-line method over the estimated useful life. Depreciation of leasehold improvements is computed
using the straight-line method over the lesser of the useful life of the assets or the lease term. Property and
equipment, including related estimated useful lives, consisted of the following:

December 28,

December 29,

2019

2018

Land ................................................................................................................................................................................................................
Buildings and permanent improvements .............................................................................................................................................................
Leasehold improvements ...................................................................................................................................................................................
Machinery and warehouse equipment .................................................................................................................................................................
Furniture, fixtures and other ...............................................................................................................................................................................
Computer equipment and software .....................................................................................................................................................................

124,640

330,926

18,030 $

99,083

121,823

104,089

120,693

427,237

127,012

103,929

108,249

17,985

Less accumulated depreciation ...........................................................................................................................................................................

(468,946)

(590,884)

798,591

905,105

329,645 $

314,221

Estimated Useful

Lives (in years)

Buildings and permanent improvements .............................................................................................................................................................
Machinery and warehouse equipment .................................................................................................................................................................
Furniture, fixtures and other ...............................................................................................................................................................................
Computer equipment and software .....................................................................................................................................................................

5-10

3-10

Property and equipment related depreciation expense for the years ended December 28, 2019, December 29, 2018
and December 30, 2017 was $64.4 million, $58.1 million and $54.7 million.

106

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 4 – Goodwill and Other Intangibles, Net

The changes in the carrying amount of goodwill for the years ended December 28, 2019 and December 29, 2018
were as follows:

Health Care
Distribution

Technology and
Value-Added
Services

Total

Balance as of December 30, 2017 ......................................................................................................................................................................
Adjustments to goodwill:

1,431,680 $

121,902 $

1,553,582

Acquisitions .....................................................................................................................................................................................................
Foreign currency translation ..............................................................................................................................................................................

38,848
(37,116)

Balance as of December 29, 2018 ......................................................................................................................................................................
Adjustments to goodwill:

1,433,412

Balance as of December 28, 2019 ......................................................................................................................................................................

50,276
(6,969)
1,476,719 $

338,352
(193)
985,776 $

568,912
(41,465)
2,081,029

388,628
(7,162)
2,462,495

530,064
(4,349)
647,617

Other intangible assets consisted of the following:

December 28, 2019
Accumulated
Amortization

Cost

Net

Cost

December 29, 2018
Accumulated
Amortization

Net

Non-compete agreements ......................................................................................................................................................................................
Trademarks / trade names - definite lived ..................................................................................................................................................................
Customer relationships and lists ..............................................................................................................................................................................
Product Development ............................................................................................................................................................................................
Other ................................................................................................................................................................................................................
Total ............................................................................................................................................................................................................

(6,834) $
(36,165)
(216,007)
(34,689)
(24,859)
(318,554) $

(9,327) $
(44,134)
(274,330)
(42,326)
(17,950)
(388,067) $

34,553 $
99,314
715,630
85,211
26,237
960,945 $

25,226 $
55,180
441,300
42,885
8,287
572,878 $

34,667 $
72,462
479,542
73,294
34,620
694,585 $

27,833
36,297
263,535
38,605
9,761
376,031

Non-compete agreements represent amounts paid primarily to key employees and prior owners of acquired
businesses, as well as certain sales persons, in exchange for placing restrictions on their ability to pose a
competitive risk to us. Such amounts are amortized, on a straight-line basis over the respective non-compete
period, which generally commences upon termination of employment or separation from us. The weighted-average
non-compete period for agreements currently being amortized was approximately 4.9 years as of December 28,
2019.

Trademarks, trade names, customer lists and customer relationships were established through business acquisitions.
Definite-lived trademarks and trade names are amortized on a straight-line basis over a weighted-average period of
approximately 8.0 years as of December 28, 2019. Customer relationships and customer lists are definite-lived
intangible assets that are amortized on a straight-line basis over a weighted-average period of approximately 10.0
years as of December 28, 2019. Product development is a definite-lived intangible asset that is amortized on a
straight-line basis over a weighted-average period of approximately 8.6 years as of December 28, 2019.

Amortization expense related to definite-lived intangible assets for the years ended December 28, 2019, December
29, 2018 and December 30, 2017 was $108.3 million, $75.3 million and $70.3 million. The annual amortization
expense expected to be recorded for existing intangibles assets for the years 2020 through 2024 is $102.7 million,
$95.6 million, $81.4 million, $73.7 million and $59.3 million.

107

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 5 – Investments and Other

Investments and other consisted of the following:

December 28, December 29,

2019

2018

Investment in unconsolidated affiliates ...............................................................................................................................................................
Non-current deferred foreign, state and local income taxes ...................................................................................................................................
Notes receivable (1) ..........................................................................................................................................................................................
Capitalized costs for internally generated software for resale ................................................................................................................................
Distribution rights and exclusivity agreements, net of amortization .......................................................................................................................
Security deposits ..............................................................................................................................................................................................
Acquisition-related indemnification ....................................................................................................................................................................
Other long-term assets .......................................................................................................................................................................................

164,659 $

260,954

23,625

42,445

43,544

38,464

14,644

37,659

66,047

12,196

28,283

14,646

534

582

327,919 $

420,367

(1) Long-term notes receivable carry interest rates ranging from 1.0% to 11.5% and are due in varying installments through

February 01, 2025.

Amortization expense related to other long-term assets for the years ended December 28, 2019, December 29, 2018
and December 30, 2017 was $12.3 million, $10.2 million and $8.8 million.

108

Table of Contents

Note 6 – Debt

Bank Credit Lines

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Bank credit lines consisted of the following:

December 28,

December 29,

2019

2018

Revolving credit agreement ................................................................................................................................................................................
Other short-term bank credit lines .......................................................................................................................................................................
Committed loan associated with Animal Health spin-off .......................................................................................................................................
Total .................................................................................................................................................................................................................

23,975

951,458

175,000

400,000

376,458

Revolving Credit Agreement

Other Short-Term Credit Lines

Committed Loan Associated with Animal Health Spin-off

On May 21, 2018, we obtained a $400 million committed loan which matured on the earlier of (i) March 31, 2019
and (ii) the consummation of the Animal Health Spin-off. The proceeds of this loan were used, among other things,
to fund our purchase of all of the equity interests in Butler Animal Health Holding Company, LLC (“BAHHC”)
directly or indirectly owned by Darby Group Companies, Inc. (“Darby”) and certain other sellers pursuant to the
terms of that certain Amendment to Put Rights Agreements, dated as of April 20, 2018, by and among us, Darby,
BAHHC and the individual sellers party thereto for an aggregate purchase price of $365 million. As of December
29, 2018, the balance outstanding on this loan was $400 million and is included within the “Bank credit lines”
caption within our consolidated balance sheet. At December 29, 2018, the interest rate on this loan was 3.38%.
Concurrent with the completion of the Animal Health Spin-off on February 7, 2019, we re-paid the balance of this
loan.

109

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Long-term debt

Long-term debt consisted of the following:

December 28, December 29,

2019

2018

621,274 $

100,000

350,000

628,189

in varying installments through 2024 at interest rates

ranging from 2.56% to 10.5% at December 28, 2019 and
ranging from 2.61% to 4.17% at December 29, 2018 ............................................................................................................................................

6,089

6,491

(109,849)

732,757

988,624

5,394

(8,280)

3,944

622,908 $

980,344

Private Placement Facilities

110

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The components of our private placement facility borrowings as of December 28, 2019 are presented in the
following table (in thousands):

Date of

Borrowing

Amount of

Borrowing

Outstanding

Borrowing

Rate

September 2, 2010

January 20, 2012

January 20, 2012 (1)

December 24, 2012

June 2, 2014

June 16, 2017

September 15, 2017

January 2, 2018

Less: Deferred debt issuance costs

100,000
50,000
21,429
50,000
100,000
100,000
100,000
100,000

(155)
621,274

3.79 %
3.45
3.09
3.00
3.19
3.42
3.52
3.32

Due Date
September 2, 2020

January 20, 2024

January 20, 2022

December 24, 2024

June 2, 2021

June 16, 2027

September 15, 2029

January 2, 2028

(1) Annual repayments of approximately $7.1 million for this borrowing commenced on January 20, 2016.

U.S. Trade Accounts Receivable Securitization

Borrowings under this facility are presented as a component of Long-term debt within our consolidated balance
sheet.

111

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

As of December 28, 2019, the aggregate amounts of long-term debt, including finance lease obligations and net of
deferred debt issuance costs of $155, maturing in each of the next five years and thereafter are as follows:

109,849
108,842
110,504
1,529
101,112
300,921
732,757

112

Table of Contents

Note 7 – Leases

Leases

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Year Ended
December 28,

2019

Operating lease cost (1) ........................................................................................................................................................................................
Finance lease cost:

88,246

Amortization of right-of-use assets .....................................................................................................................................................................
Interest on lease liabilities ...................................................................................................................................................................................

1,154

131

Total finance lease cost ......................................................................................................................................................................................
(1)

Includes variable lease expenses.

1,285

Supplemental balance sheet information related to leases is as follows:

December 28,

2019

Operating Leases:
Operating lease right-of-use assets .................................................................................................................................................................

231,662

Current operating lease liabilities ...................................................................................................................................................................
Non-current operating lease liabilities ............................................................................................................................................................

Total operating lease liabilities .......................................................................................................................................................................

65,349
176,267
241,616

Finance Leases:
Property and equipment, at cost ......................................................................................................................................................................
Accumulated depreciation ..............................................................................................................................................................................
Property and equipment, net of accumulated depreciation .............................................................................................................................

10,268
(4,581)
5,687

Current maturities of long-term debt ..............................................................................................................................................................
Long-term debt ...............................................................................................................................................................................................

Total finance lease liabilities...........................................................................................................................................................................

1,736
3,658
5,394

Weighted Average Remaining Lease Term in Years:

Operating leases ..............................................................................................................................................................................................
Finance leases .................................................................................................................................................................................................

5.5
5.0

Weighted Average Discount Rate:

3.4 %
2.2 %

113

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Supplemental cash flow information related to leases is as follows:

Cash paid for amounts included in the measurement of lease liabilities:

December 28,

2019

Operating cash flows for operating leases .......................................................................................................................................................
Operating cash flows for finance leases ..........................................................................................................................................................
Financing cash flows for finance leases ..........................................................................................................................................................

79,699
99
1,413

Right-of-use assets obtained in exchange for lease obligations:

Operating leases (1) ..........................................................................................................................................................................................
Finance leases ..................................................................................................................................................................................................

297,800
2,940

(1) Includes leases that commenced during the year ended December 28, 2019, as well as balances related to

leases in existence as of the date of the adoption of Topic 842.

Maturities of lease liabilities are as follows:

December 28,
2019

Operating

Leases

Finance
Leases

2020 ................................................................................................................................................................................................................
2021 ................................................................................................................................................................................................................
2022 ................................................................................................................................................................................................................
2023 ................................................................................................................................................................................................................
2024 ................................................................................................................................................................................................................
Thereafter ........................................................................................................................................................................................................
Total future lease payments ............................................................................................................................................................................
Less: imputed interest .....................................................................................................................................................................................
Total ................................................................................................................................................................................................................

70,986 $
56,557
40,601
27,021
18,944
51,762
265,871
(24,255)
241,616 $

1,853
1,529
646
304
283
1,117
5,732
(338)
5,394

As of December 28, 2019 we have additional operating leases with total lease payments of $9.0 million for
buildings and vehicles that have not yet commenced. These operating leases will commence during 2020 with
lease terms of two to 10 years.

As previously disclosed in our December 29, 2018 Form 10-K and under the previous lease accounting standard,
future minimum lease payments under non-cancelable operating leases and capital leases as of December 29, 2018
were as follows (in thousands):

Operating

Leases

Capital
Leases

2019 ................................................................................................................................................................................................................
2020 ................................................................................................................................................................................................................
2021 ................................................................................................................................................................................................................
2022 ................................................................................................................................................................................................................
2023 ................................................................................................................................................................................................................
Thereafter ........................................................................................................................................................................................................
Total minimum lease payments ......................................................................................................................................................................
Less: imputed interest (Capital leases only) ...................................................................................................................................................
Total present value of minimum lease payments ............................................................................................................................................

62,535 $
47,686
34,633
25,626
19,560
62,918
252,958

976
801
501
305
283
1,430
4,296
(352)
3,944

114

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 8 – Redeemable Noncontrolling Interests

219,724 $

465,585 $

285,567

December 28, December 29, December 30,
2018

2019

2017

(287,767)

(2,270)

(22,294)

74,865
14,838
(10,264)

72,291
24,513
(7,680)

4,655
15,327
(8,206)

redeemable noncontrolling interests ...................................................................................................................................................................

(11,330)
41,460
219,724 $

(2,335)
(7,300)
287,258 $

4,530
108,658
465,585

115

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 9 – Comprehensive Income

Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as
such amounts are recorded directly as an adjustment to stockholders’ equity.

The following table summarizes our Accumulated other comprehensive income, net of applicable taxes as of:

Attributable to Redeemable noncontrolling interests:

Foreign currency translation adjustment .............................................................................................................................................................
$

(18,595) $

(20,338) $

(5,564)

Attributable to noncontrolling interests:

Foreign currency translation adjustment .............................................................................................................................................................
$

(426) $

(531) $

539

December 28, December 29, December 30,
2018

2019

2017

Attributable to Henry Schein, Inc.:
Foreign currency translation adjustment ..............................................................................................................................................................
Unrealized loss from foreign currency hedging activities .....................................................................................................................................
Unrealized investment gain (loss ) ......................................................................................................................................................................
Pension adjustment loss ....................................................................................................................................................................................

(234,799) $
(156)
(6)
(13,810)
(248,771) $

(112,439)
(782)
(3)
(16,843)
(130,067)

Accumulated other comprehensive loss ..............................................................................................................................................................
$

(143,172) $
(4,032)
6
(20,175)
(167,373) $

Total Accumulated other comprehensive loss ......................................................................................................................................................

(267,792) $

(188,242) $

(135,092)

The following table summarizes the components of comprehensive income, net of applicable taxes as follows:

562,126 $

459,293

719,138

December 28, December 29, December 30,
2018

2019

2017

Foreign currency translation gain (loss) ...............................................................................................................................................................
Tax effect .........................................................................................................................................................................................................
Foreign currency translation gain (loss) ...............................................................................................................................................................

(136,356)

(4,070)

191,886

Unrealized gain (loss) from foreign currency hedging activities ............................................................................................................................
Tax effect .........................................................................................................................................................................................................
Unrealized gain (loss) from foreign currency hedging activities ............................................................................................................................

(4,911)
1,035
(3,876)

(1,515)
786
(729)

1,022
(396)
626

Unrealized investment gain (loss) .......................................................................................................................................................................
Tax effect .........................................................................................................................................................................................................
Unrealized investment gain (loss) .......................................................................................................................................................................

14
(2)
12

(4)
1
(3)

(3)
-
(3)

Pension adjustment gain (loss) ...........................................................................................................................................................................
Tax effect .........................................................................................................................................................................................................
Pension adjustment gain (loss) ...........................................................................................................................................................................

(7,730)
1,806
(5,924)

4,212
(1,179)
3,033

4,247
(314)
3,933

Comprehensive income .....................................................................................................................................................................................
$

429,426 $

705,280 $

654,380

116

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Our financial statements are denominated in the U.S. Dollar currency. Fluctuations in the value of foreign
currencies as compared to the U.S. Dollar may have a significant impact on our comprehensive income. The
foreign currency translation gain (loss) during the years ended December 28, 2019, December 29, 2018 and
December 30, 2017 was impacted by changes in foreign currency exchange rates of the Euro, Brazilian Real,
British Pound and Australian Dollar.

The following table summarizes our total comprehensive income, net of applicable taxes as follows:

December 28, December 29, December 30,
2018

2017

2019

Comprehensive income attributable to
Henry Schein, Inc. .............................................................................................................................................................................................
Comprehensive income attributable to
noncontrolling interests ......................................................................................................................................................................................
Comprehensive income attributable to
Redeemable noncontrolling interests ...................................................................................................................................................................
Comprehensive income .....................................................................................................................................................................................

8,817
429,426 $

12,729
705,280 $

59,664
654,380

417,177 $

682,724 $

593,273

1,443

3,432

9,827

Note 10 – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The hierarchy for determining that distinguishes
between (1) market participant assumptions developed based on market data obtained from independent sources
(observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on
the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described as follows:

• Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the
measurement date.

• Level 2— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted
prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by
observable market data by correlation or other means.

• Level 3— Inputs that are unobservable for the asset or liability.

The following section describes the fair values of our financial instruments and the methodologies that we used to
measure their fair values.

Investments and notes receivable

There are no quoted market prices available for investments in unconsolidated affiliates and notes receivable;
however, we believe the carrying amounts are a reasonable estimate of fair value based on the interest rates in the
applicable markets.

117

Table of Contents

Debt

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The fair value of our debt (including bank credit lines) is classified as Level 3 within the fair value hierarchy as of
December 28, 2019 and December 29, 2018 was estimated at $756.7 million and $1,940.1 million, respectively.
Factors that we considered when estimating the fair value of our debt include market conditions, such as interest
rates and credit spreads.

Derivative contracts

Derivative contracts are valued using quoted market prices and significant other observable and unobservable
inputs. We use derivative instruments to minimize our exposure to fluctuations in foreign currency exchange
rates. Our derivative instruments primarily include foreign currency forward agreements related to certain
intercompany loans, certain forecasted inventory purchase commitments with foreign suppliers and foreign
currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as
net investment hedges.

The fair values for the majority of our foreign currency derivative contracts are obtained by comparing our contract
rate to a published forward price of the underlying market rates, which is based on market rates for comparable
transactions and are classified within Level 2 of the fair value hierarchy.

Redeemable noncontrolling interests

The values for Redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy and are
based on recent transactions and/or implied multiples of earnings. The details of the changes in Redeemable
noncontrolling interests are presented in Note 8.

118

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The following table presents our assets and liabilities that are measured and recognized at fair value on a recurring
basis classified under the appropriate level of the fair value hierarchy as of December 28, 2019 and December 29,
2018:

Level 1

Level 2

Level 3

Total

December 28, 2019

Assets:
Derivative contracts ...........................................................................................................................................................................................

567 $
567 $

Liabilities:
Derivative contracts ...........................................................................................................................................................................................

5,795 $
5,795 $

567
567

5,795
5,795

287,258 $

287,258

- $

Level 1

Level 2

Level 3

Total

December 29, 2018

12,533 $
12,533 $

12,533
12,533

1,708 $
1,708 $

1,708
1,708

- $
- $

$
$

219,724 $

219,724

- $

119

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 11 – Business Acquisitions and Divestitures

The operating results of all acquisitions are reflected in our financial statements from their respective acquisition
dates.

We completed acquisitions during the year ended December 28, 2019, which were immaterial to our financial
statements individually. In the aggregate, these transactions resulted in consideration of $652.9 million in 2019
related to business combinations, for net assets amounting to $19.7 million. As of December 28, 2019, we had
recorded $310.4 million identifiable intangibles, $395.3 million of goodwill and $72.5 million of non-controlling
interest, related to these acquisitions.

Henry Schein One, LLC

On July 1, 2018, we closed on a joint venture with Internet Brands, a provider of web presence and online
marketing software, to create a newly formed entity, Henry Schein One, LLC. The joint venture includes Henry
Schein Practice Solutions products and services, as well as Henry Schein’s international dental practice
management systems and the dental businesses of Internet Brands. We own 74% of the joint venture and Internet
Brands owns the remaining 26% noncontrolling interest, which is accounted for within stockholders’ equity. In
addition, Internet Brands received a freestanding and separately exercisable right to put their noncontrolling interest
to Henry Schein, Inc. for fair value following the fifth anniversary of the effective date of the formation of the joint
venture. Beginning with the second anniversary of the effective date of the formation of the joint venture, Henry
Schein One will issue a fixed number of additional interests to Internet Brands through the fifth anniversary of the
effective date, thereby increasing Internet Brands’ ownership by approximately 7.6%. Internet Brands will also be
entitled to receive a fixed number of additional interests, in the aggregate up to approximately 1.6% of the joint
venture’s ownership, if certain operating targets are met by the joint venture in its fourth, fifth and sixth operating
years. These additional shares are considered contingent consideration that are accounted for within stockholders’
equity; however these shares will not be allocated any net income of Henry Schein One until the shares vest or are
earned by Internet Brands. A Monte Carlo simulation was utilized to value the additional contingent interests that
are subject to operating targets. Key assumptions that were applied to derive the fair value of the contingent
interests include an assumed equity value of Henry Schein One, LLC at its inception date, a risk-free interest rate
based on U.S. treasury yields, an assumed future dividend yield, a risk-adjusted discount rate applied to projected
future cash flows, an assumed equity volatility based on historical stock price returns of a group of guideline
companies, and an estimated correlation of annual cash flow returns to equity returns. As a result of the transaction
with Internet Brands, we recorded $550.9 million of noncontrolling interest within stockholders’ equity as of
December 28, 2019.

Senior management from Henry Schein and Internet Brands serve on the board of Henry Schein One. The goodwill
recorded as part of the acquisition primarily reflects the value of future synergies. We allocated all of the goodwill
to our Technology and value-added services reporting segment. As of December 28, 2019, the goodwill associated
with this transaction is $533.9 million. None of the goodwill recognized is deductible for income tax purposes, and
as such, no deferred taxes have been recorded related to goodwill.

Concurrent with the formation of Henry Schein One, LLC, we entered into a separate agreement with Internet
Brands whereby (1) beginning July 1, 2023, Internet Brands will have the right to require Henry Schein to purchase
all or a portion of Internet Brands ownership interests in Henry Schein One, LLC for fair market value, and (2)
beginning July 1, 2028, or earlier if certain events occur, Henry Schein will have the right to require Internet
Brands to sell all or a portion of its ownership interests in Henry Schein One, LLC to Henry Schein for fair market
value.

120

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Some prior owners of acquired subsidiaries are eligible to receive additional purchase price cash consideration if
certain financial targets are met. We have accrued liabilities for the estimated fair value of additional purchase
price consideration at the time of the acquisition. Any adjustments to these accrual amounts are recorded in our
consolidated statements of income. For the years ended December 28, 2019, December 29, 2018 and December 30,
2017, there were no material adjustments recorded in our consolidated statement of income relating to changes in
estimated contingent purchase price liabilities.

Divestitures of Investments

During the fourth quarter of 2019, we sold an equity investment in Hu-Friedy Mfg. Co., LLC, a manufacturer of
dental instruments and infection prevention solutions. Our investment was non-controlling, we were not involved
in running the business and had no representation on the board of directors. During the fourth quarter of 2019, we
also sold certain other equity investments. In the aggregate, the sales of these investments resulted in a pre-tax gain
of approximately $250.2 million, net of taxes of approximately $63.4 million. For the years ended December 28,
2019, December 29, 2018 and December 30, 2017, we recognized approximately $6.0 million, $10.4 million and
$6.4 million of equity in earnings from these affiliates.

During 2017 we sold our equity ownership in E4D Technologies resulting in a loss of approximately $17.6 million.
There was no tax benefit recognized related to this loss.

Acquisition Costs

During the years ended December 28, 2019, December 29, 2018 and December 30, 2017 we incurred $4.5 million,
$7.3 million and $5.3 million in acquisition costs from continuing operations.

In February 2019, we completed the Animal Health Spin-off. During the years ended December 28, 2019 and
December 29, 2018, we incurred $23.6 million and $38.9 million in transaction costs associated with this
transaction. We expect to incur additional spin-off related transaction costs during 2020 related to required tax and
other matters. All transaction costs related to the Animal Health Spin-off have been included in results from
discontinued operations.

121

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 12 – Plans of Restructuring

On July 9, 2018, we committed to an initiative to rationalize our operations and provide expense efficiencies.
These actions allowed us to execute on our plan to reduce our cost structure and fund new initiatives that drive
growth under our 2018 to 2020 strategic plan. This initiative has resulted in the elimination of approximately 4%
of our workforce and the closing of certain facilities.

During the years ended December 28, 2019 and December 29, 2018, we recorded restructuring charges of $14.7
million and $54.4 million, respectively. The costs associated with these restructurings are included in a separate
line item, “Restructuring costs” within our consolidated statements of income.

The following table shows the amounts expensed and paid for restructuring costs that were incurred during our
2019, 2018 and 2017 fiscal years and the remaining accrued balance of restructuring costs as of December 28,
2019, which is included in Accrued expenses: Other and Other liabilities within our consolidated balance sheet:

Severance
Costs

Facility
Closing
Costs

Other

Total

20,447 $

Balance, December 31, 2016 .............................................................................................................................................................................
Provision .........................................................................................................................................................................................................
Payments and other adjustments .........................................................................................................................................................................
Balance, December 30, 2017 .............................................................................................................................................................................
Provision .........................................................................................................................................................................................................
Payments and other adjustments .........................................................................................................................................................................
Balance, December 29, 2018 .............................................................................................................................................................................
Provision .........................................................................................................................................................................................................
Payments and other adjustments .........................................................................................................................................................................
Balance, December 28, 2019 .............................................................................................................................................................................

22,650
-
(18,224)
4,426
54,367
(27,068)
31,725
14,705
(32,620)
13,810

-
(815)
1,315 $
3,153
(2,865)

29,964 $
13,741
(30,794)

3,087 $
50,197
(23,320)

1,603 $
937
(1,714)

158 $
27
(112)

73 $
-
(49)

-
(17,360)

1,017
(883)

12,911 $

2,130 $

826 $

73 $

24 $

122

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The following table shows, by reportable segment, the amounts expensed and paid for restructuring costs that were
incurred during our 2019, 2018 and 2017 fiscal years and the remaining accrued balance of restructuring costs as of
December 28, 2019:

Health Care
Distribution

Technology and
Value-Added

Services

Total

22,650
-
(18,224)
4,426
54,367
(27,068)
31,725
14,705
(32,620)
13,810

4,426 $
50,824
(24,959)

30,291 $
13,935
(30,853)

1,434 $
770
(1,767)

145 $
-
(145)

3,543
(2,109)

-
(18,079)

22,505 $

13,373 $

437 $

- $

123

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 13 – Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Henry Schein, Inc. by the weighted-
average number of common shares outstanding for the period. Our diluted earnings per share is computed similarly
to basic earnings per share, except that it reflects the effect of common shares issuable for presently unvested
restricted stock and restricted stock units and upon exercise of stock options, using the treasury stock method in
periods in which they have a dilutive effect.

A reconciliation of shares used in calculating earnings per basic and diluted share follows:

Years Ended
December 28, December 29, December 30,
2018

2019

2017

Basic ...............................................................................................................................................................................................................
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units .......................................................................................................................................
Diluted ............................................................................................................................................................................................................

1,440
149,257

1,051
153,707

1,421
158,208

156,787

152,656

147,817

124

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 14 – Income Taxes

Income before taxes and equity in earnings of affiliates was as follows:

Years ended

December 28,

December 29,

December 30,

2019

2018

2017

Domestic .........................................................................................................................................................................................................
Foreign ............................................................................................................................................................................................................

405,289 $

507,003 $

131,547

103,208

526,586

173,304

536,836 $

680,307 $

629,794

The provisions for income taxes were as follows:

Years ended

December 28,

December 29,

December 30,

2019

2018

2017

Current income tax expense:
U.S. Federal ......................................................................................................................................................................................................
State and local ...................................................................................................................................................................................................
Foreign .............................................................................................................................................................................................................
Total current .....................................................................................................................................................................................................

132,820

71,854 $

93,418 $

22,533

38,433

247,254

163,572

307,786

19,489

42,004

28,150

41,043

Deferred income tax expense (benefit):
U.S. Federal ......................................................................................................................................................................................................
State and local ...................................................................................................................................................................................................
Foreign .............................................................................................................................................................................................................
Total deferred ...................................................................................................................................................................................................

(4,057)
Total provision ..................................................................................................................................................................................................
159,515 $

107,432 $

(25,388)

(23,972)

(1,622)

(13,359)

(11,287)

308,975

12,927

1,189

1,621

1,597

206

5,633

125

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The tax effects of temporary differences that give rise to our deferred income tax asset (liability) were as follows:

Years Ended

December 28,

December 29,

2019

2018

Deferred income tax asset:

Investment in partnerships ..................................................................................................................................................................................
Net operating losses and other carryforwards ........................................................................................................................................................
Inventory, premium coupon redemptions and accounts receivable

1,420 $
43,663

4,150
43,754

valuation allowances .........................................................................................................................................................................................

Stock-based compensation .................................................................................................................................................................................
Uniform capitalization adjustment to inventories ..................................................................................................................................................
Other asset ........................................................................................................................................................................................................
Total deferred income tax asset ..........................................................................................................................................................................

Valuation allowance for deferred tax assets (1) ....................................................................................................................................................

Net deferred income tax asset ..............................................................................................................................................................................

Deferred income tax liability

Intangibles amortization .....................................................................................................................................................................................
Property and equipment ......................................................................................................................................................................................
Total deferred tax liability...................................................................................................................................................................................

Net deferred income tax asset (liability) ...............................................................................................................................................................

23,808
14,075
7,259
35,419
125,644
(20,699)
104,945

(135,754)
(10,555)
(146,309)
(41,364) $

25,008
14,880
8,189
38,806
134,787
(22,403)
112,384

(103,309)
(13,075)
(116,384)
(4,000)

(1) Primarily relates to operating losses of acquired subsidiaries, the benefits of which are uncertain. Any future reductions of such

valuation allowances will be reflected as a reduction of income tax expense in accordance with the provisions of ASC Topic 805,
“Business Combinations.”

The assessment of the amount of value assigned to our deferred tax assets under the applicable accounting rules is
judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood
that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled
reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent
operations. Since this evaluation requires consideration of events that may occur some years into the future, there
is an element of judgment involved. Realization of our deferred tax assets is dependent on generating sufficient
taxable income in future periods. We believe that it is more likely than not that future taxable income will be
sufficient to allow us to recover substantially all of the value assigned to our deferred tax assets. However, if future
events cause us to conclude that it is not more likely than not that we will be able to recover all of the value
assigned to our deferred tax assets, we will be required to adjust our valuation allowance accordingly.

As of December 28, 2019, we had foreign net operating loss carryforwards of $2.0 million, which can be utilized
against future foreign income through December 31, 2026. Additionally, as of December 28, 2019, there were
foreign net operating loss carryforwards of $144.9 million that have an indefinite life. As of December 28, 2019,
the company had post-apportionment state net operating loss carryforwards of $14.3 million, which can be utilized
against future state income through December 31, 2039. Additionally, as of December 28, 2019, there were post-
apportionment state operating loss carryforwards of $21.1 million that have an indefinite life.

126

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The tax provisions differ from the amount computed using the federal statutory income tax rate as follows:

Years ended

December 28,

December 29,

December 30,

2019

2018

2017

16,539

(4,580)

220,427

15,872

142,865 $

112,735 $

Income tax provision at federal statutory rate ......................................................................................................................................................
State income tax provision, net of federal income tax effect .................................................................................................................................
Foreign income tax benefit .................................................................................................................................................................................
Pass-through noncontrolling interest ...................................................................................................................................................................
Valuation allowance .........................................................................................................................................................................................
Unrecognized tax benefits and audit settlements ...................................................................................................................................................
Interest expense related to loans .........................................................................................................................................................................
Excess tax benefits related to stock compensation ................................................................................................................................................
Transition tax on deemed repatriation of foreign earnings ....................................................................................................................................
Revaluation of deferred tax assets and liabilities ..................................................................................................................................................
Tax on global intangible low-taxed income ("GILTI") ..........................................................................................................................................
Tax benefit related to legal entity reorganization outside the U.S. ..........................................................................................................................
Tax charge related to reorganization of legal entities related

(10,000)

(13,852)

(11,700)

(1,008)

(2,558)

(2,700)

(1,676)

(19,486)

(18,492)

(16,964)

140,000

2,017

7,599

2,126

(1,465)

(5,498)

(3,931)

10,320

1,629

4,196

2,953

3,671

3,917

(86)

(79)

to forming Henry Schein One ............................................................................................................................................................................

3,914

Tax charge (credit) related to reorganization of legal entities

completed in preparation for the Animal Health spin-off .......................................................................................................................................

3,135

(1,333)

Other ...............................................................................................................................................................................................................

(14,143)

3,528

8,030

Total income tax provision .................................................................................................................................................................................

107,432 $

159,515 $

308,975

127

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Due to the one-time transition tax and the imposition of the GILTI provisions, all previously unremitted earnings
will no longer be subject to U.S. federal income tax; however, there could be U.S. state and/or foreign withholding
taxes upon distribution of such unremitted earnings. Determination of the amount of unrecognized deferred tax
liability with respect to such earnings is not practicable.

ASC 740 prescribes the accounting for uncertainty in income taxes recognized in the financial statements in
accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate audit settlement. In the normal course of
business, our tax returns are subject to examination by various taxing authorities. Such examinations may result in
future tax and interest assessments by these taxing authorities for uncertain tax positions taken in respect to certain
tax matters.

The total amount of unrecognized tax benefits, which are included in “Other liabilities” within our consolidated
balance sheets as of December 28, 2019 was approximately $109.1 million, of which $91.2 million would affect the
effective tax rate if recognized. It is possible that the amount of unrecognized tax benefits may change in the next
12 months, which may result in a material impact on our consolidated statement of income.

The tax years subject to examination by major tax jurisdictions include the years 2012 and forward by the U.S.
Internal Revenue Service (“IRS”), as well as the years 2008 and forward for certain states and certain foreign
jurisdictions. All tax returns audited by the IRS are officially closed through 2011. We are currently under audit
for the years 2012 and 2013. In the quarter ended December 28, 2019, we reached a settlement with the U.S.
Competent Authority to resolve certain transfer pricing issues related to 2012 and 2013. For all remaining
outstanding issues for 2012 and 2013, we have provided all necessary documentation to the Appellate Division to
date and are waiting for responses. We are also in negotiations with the Advanced Pricing Division to reach an
agreement on an appropriate transfer pricing methodology. As part of this process, we have submitted
documentation with the objective to reach a resolution for 2014-2021 in order to mitigate future transfer pricing
audit adjustments. It is possible that the resolution with the IRS may have a material impact on our consolidated
financial statements.

The total amounts of interest and penalties are classified as a component of the provision for income taxes. The
amount of tax interest expense (credits) was approximately $2.2 million, $3.6 and $(2.9) in 2019, 2018 and 2017,
respectively. The total amount of accrued interest is included in “Other liabilities”, and was approximately $18.0
million as of December 28, 2019 and $15.6 million as of December 29, 2018. No penalties were accrued for the
periods presented.

128

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The following table provides a reconciliation of unrecognized tax benefits:

December 28,

December 29,

December 30,

2019

2018

2017

Balance, beginning of period .............................................................................................................................................................................
Additions based on current year tax positions ......................................................................................................................................................
Additions based on prior year tax positions .........................................................................................................................................................
Reductions based on prior year tax positions .......................................................................................................................................................
Reductions resulting from settlements with taxing authorities ...............................................................................................................................
Reductions resulting from lapse in statutes of limitations .....................................................................................................................................
Balance, end of period .......................................................................................................................................................................................

(16,600)

77,800 $

83,200 $

77,800 $

91,100 $

(1,600)

(10,500)

9,400

5,000

(1,600)

(4,200)

(3,700)

(1,000)

17,300

83,200

82,200

5,400

8,500

4,900

(800)

Note 15 – Concentrations of Risk

Certain financial instruments potentially subject us to concentrations of credit risk. These financial instruments
consist primarily of cash equivalents, trade receivables, long-term investments, notes receivable and derivative
instruments. In all cases, our maximum exposure to loss from credit risk equals the gross fair value of the financial
instruments. We continuously assess the need for reserves for such losses, which have been within our
expectations. We do not require collateral or other security to support financial instruments subject to credit risk,
except for long-term notes receivable.

We limit our credit risk with respect to our cash equivalents, short-term and long-term investments and derivative
instruments, by monitoring the credit worthiness of the financial institutions who are the counter-parties to such
financial instruments. As a risk management policy, we limit the amount of credit exposure by diversifying and
utilizing numerous investment grade counter-parties.

With respect to our trade receivables, our credit risk is somewhat limited due to a relatively large customer base and
its dispersion across different types of health care professionals and geographic areas. For the years ended
December 28, 2019 and December 29, 2018 one customer accounted for slightly more than 1% of our net sales
from continuing operations. With respect to our sources of supply, our top 10 health care distribution suppliers
from continuing operations and our single largest supplier from continuing operations accounted for approximately
31% and 6%, respectively, of our aggregate purchases in 2019 and approximately 31% and 6%, respectively, of our
aggregate purchases in 2018.

Our long-term notes receivable primarily represent strategic financing arrangements with certain industry affiliates
and amounts owed to us from sales of certain businesses. Generally, these notes are secured by certain assets of the
counter-party; however, in most cases our security is subordinate to other commercial financial institutions. While
we have exposure to credit loss in the event of non-performance by these counter-parties, we conduct ongoing
assessments of their financial and operational performance.

129

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 16 – Derivatives and Hedging Activities

We are exposed to market risks as well as changes in foreign currency exchange rates as measured against the U.S.
dollar and each other, and changes to the credit risk of the derivative counterparties. We attempt to minimize these
risks by primarily using foreign currency forward contracts and by maintaining counter-party credit limits. These
hedging activities provide only limited protection against currency exchange and credit risks. Factors that could
influence the effectiveness of our hedging programs include currency markets and availability of hedging
instruments and liquidity of the credit markets. All foreign currency forward contracts that we enter into are
components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated
currency exposure. We do not enter into such contracts for speculative purposes and we manage our credit risks by
diversifying our counterparties, maintaining a strong balance sheet and having multiple sources of capital.

During 2019 we entered into foreign currency forward contracts to hedge a portion of our euro-denominated
foreign operations which are designated as net investment hedges. These net investment hedges offset the change
in the U.S dollar value of our investment in certain euro-functional currency subsidiaries due to fluctuating foreign
exchange rates. Gains and losses related to these net investment hedges are recorded in Accumulated other
comprehensive loss within our Consolidated Balance Sheet. Amounts excluded from the assessment of hedge
effectiveness are included in interest expense within our Consolidated Statement of Income. The aggregate
notional value of this net investment hedge, which matures on November 16, 2023, is €200 million. During
December 28, 2019 we recognized approximately $0.6 million of interest savings as a result of this net investment
hedge.

Fluctuations in the value of certain foreign currencies as compared to the U.S. dollar may positively or negatively
affect our revenues, gross margins, operating expenses and retained earnings, all of which are expressed in U.S.
dollars. Where we deem it prudent, we engage in hedging programs using primarily foreign currency forward
contracts aimed at limiting the impact of foreign currency exchange rate fluctuations on earnings. We purchase
short-term (i.e., generally 18 months or less) foreign currency forward contracts to protect against currency
exchange risks associated with intercompany loans due from our international subsidiaries and the payment of
merchandise purchases to our foreign suppliers. We do not hedge the translation of foreign currency profits into
U.S. dollars, as we regard this as an accounting exposure, not an economic exposure. Our hedging activities have
historically not had a material impact on our consolidated financial statements. Accordingly, additional disclosures
related to derivatives and hedging activities required by ASC 815 have been omitted.

130

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 17 – Revenue from Contracts with Customers

Revenue (Net sales) is recognized in accordance with the policies discussed in Note 1 – Significant Accounting
Policies.

Disaggregation of Net sales

The following table disaggregates our Net sales by reportable segment and geographic area:

Revenues:

Year Ended
December 28, 2019

North America

International

Global

Health care distribution ......................................................................................................................................................................................
Dental .............................................................................................................................................................................................................
3,911,746
Medical ...........................................................................................................................................................................................................
2,894,137
Total health care distribution ...............................................................................................................................................................................
6,805,883
Technology and value-added services .................................................................................................................................................................
445,317
Total excluding Corporate TSA revenues (1) .........................................................................................................................................................
7,251,200
Corporate TSA revenues (1) .................................................................................................................................................................................
4,098
Total revenues ..................................................................................................................................................................................................

2,504,119
79,449
2,583,568
69,768
2,653,336
77,169
2,730,505 $

6,415,865
2,973,586
9,389,451
515,085
9,904,536
81,267
9,985,803

7,255,298 $

Revenues:

Year Ended
December 29, 2018

North America

International

Global

Health care distribution ......................................................................................................................................................................................
Dental .............................................................................................................................................................................................................
Medical ...........................................................................................................................................................................................................
Total health care distribution ...............................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................
Total excluding Corporate TSA revenues (1) .........................................................................................................................................................
Corporate TSA revenues (1) .................................................................................................................................................................................
Total revenues ..................................................................................................................................................................................................

6,347,998
2,661,166
9,009,164
408,439
9,417,603
-
9,417,603

2,481,827
79,470
2,561,297
64,271
2,625,568
-

3,866,171
2,581,696
6,447,867
344,168
6,792,035
-

2,625,568 $

6,792,035 $

(1) Corporate TSA revenues represents sales of certain animal health products to Covetrus under the transition services agreement

entered into in connection with the Animal Health Spin-off, which we expect to continue through August 2020.

131

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 18 – Segment and Geographic Data

The following tables present information about our reportable and operating segments:

Net Sales:

Years Ended

December 28,
2019

December 29, December 30,

2018

2017

Health care distribution (1)
Dental ..............................................................................................................................................................................................................
Medical ............................................................................................................................................................................................................

6,415,865 $
2,973,586
Total health care distribution ..............................................................................................................................................................................
9,389,451
515,085
9,904,536
81,267
9,985,803 $

Technology and value-added services (2) ..............................................................................................................................................................
Total excluding Corporate TSA revenues .............................................................................................................................................................
Corporate TSA revenues (3) .................................................................................................................................................................................
Total ................................................................................................................................................................................................................

6,347,998 $
2,661,166
9,009,164
408,439
9,417,603
-

6,047,811
2,497,994
8,545,805
337,633
8,883,438
-
8,883,438

9,417,603 $

(1)

(2)

(3)

Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and
generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control 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 services.
Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in
connection
with the Animal Health Spin-off, which we expect to continue through August 2020.

132

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Years ended

December 28,

December 29,

December 30,

2019

2018

2017

Operating Income:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

591,404 $
126,857
Total ................................................................................................................................................................................................................
718,261 $

490,988 $
109,631
600,619 $

561,888
107,873
669,761

Income before taxes and equity in earnings of affiliates:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

553,181 $
127,126
Total ................................................................................................................................................................................................................
680,307 $

429,429 $
107,407
536,836 $

526,255
103,539
629,794

Depreciation and Amortization:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

146,960 $
37,982
Total ................................................................................................................................................................................................................
184,942 $

122,767 $
20,863
143,630 $

116,260
17,595
133,855

Income Tax Expense:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

129,381 $
30,134
Total ................................................................................................................................................................................................................
159,515 $

53,660 $
53,772
107,432 $

271,920
37,055
308,975

Interest Income:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

15,106 $
385
15,491 $

Interest Expense:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

76,006 $

76,016 $

Purchases of Fixed Assets:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................

7,124
Total ................................................................................................................................................................................................................

68,577 $

71,283 $

69,095 $

76,219 $

2,706

59,865

62,404

2,539

As of

December 28,

December 29,

December 30,

2019

2018

2017

Total Assets:
Health care distribution ......................................................................................................................................................................................
Technology and value-added services .................................................................................................................................................................
Discontinued operations......................................................................................................................................................................................

5,822,057 $
1,329,044
-

5,289,348 $
994,506
2,216,673
8,500,527 $

5,336,320
334,977
2,192,698
7,863,995

133

15,352 $
405
15,757 $

50,666 $
126
50,792 $

12,236
202
12,438

51,039
27
51,066

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

The following table presents information about our operations by geographic area as of and for the three years
ended December 28, 2019. Net sales by geographic area are based on the respective locations of our subsidiaries.
No country, except for the United States, generated net sales greater than 10% of consolidated net sales. There
were no material amounts of sales or transfers among geographic areas and there were no material amounts of
export sales.

2019

2018

2017

Net Sales

Long-Lived
Assets

Net Sales

Long-Lived
Assets

Net Sales

Long-Lived
Assets

United States ....................................................................................................................................................................................................
6,411,558 $
Other ...............................................................................................................................................................................................................
3,006,045
Consolidated total .............................................................................................................................................................................................
9,417,603 $

2,771,281 $

1,855,788 $

3,596,680 $

2,400,733 $

8,883,438 $

6,876,194 $

9,985,803 $

6,039,613 $

1,195,947

3,109,609

2,843,825

2,281,200

1,208,351

1,072,849

915,493

Note 19 – Employee Benefit Plans

Stock-based Compensation

Our accompanying consolidated statements of income reflect pre-tax share-based compensation expense of $44.9
million ($34.4 million after-tax), $32.6 million ($25.3 million after-tax) and $36.8 million ($20.6 million after-tax)
for the years ended December 28, 2019, December 29, 2018 and December 30, 2017.

Our accompanying consolidated statements of cash flows present our stock-based compensation expense as an
adjustment to reconcile net income to net cash provided by operating activities for all periods presented. In the
accompanying consolidated statements of cash flows, there were no benefits associated with tax deductions in
excess of recognized compensation as a cash inflow from financing activities for the years ended December 28,
2019, December 29, 2018 and December 30, 2017.

134

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

specified performance measurements and the recipient’s continued service over time (primarily three-year cliff
vesting).

The Plans provide for adjustments to the performance-based restricted stock/units targets for significant events,
including, without limitation, acquisitions, divestitures, new business ventures, certain capital transactions
(including share repurchases), restructuring costs, if any, changes in accounting principles or in applicable laws or
regulations, certain foreign exchange fluctuations, certain litigation related costs, and material changes in income
tax rates. Over the performance period, the number of shares of common stock that will ultimately vest and be
issued and the related compensation expense is adjusted upward or downward based upon our estimation of
achieving such performance targets. The ultimate number of shares delivered to recipients and the related
compensation cost recognized as an expense will be based on our actual performance metrics as defined under the
Plans.

As a result of the Separation, the number of our unvested equity-based awards from previous grants to our
remaining employees under our Long-term Incentive Program was increased in accordance with the provisions in
the Plans. This was based on a factor of approximately 1.2633, corresponding with a decrease in our price per
share.

We record deferred income tax assets for awards that will result in future deductions on our income tax returns
based on the amount of compensation cost recognized and our statutory tax rate in the jurisdiction in which we will
receive a deduction.

During the first quarter of 2017, we adopted the provisions of ASU 2016-09 which requires that all excess tax
benefits and tax deficiencies resulting from the difference between the deduction for tax purposes and the stock-
based compensation cost recognized for financial reporting purposes be included as a component of income tax
expense as of January 1, 2017. Prior to the implementation of ASU 2016-09, excess tax benefits were recorded as a
component of Additional paid-in capital and tax deficiencies were recognized either as an offset to accumulated
excess tax benefits or in the income statement if there were no accumulated excess tax benefits.

Stock-based compensation grants for the three years ended December 28, 2019 consisted of restricted stock/unit
grants. Certain stock-based compensation granted may require us to settle in the form of a cash payment. During
the year ended December 28, 2019, we recorded a liability of $0.6 million relating to the grant date fair value of
stock-based compensation to be settled in cash. The weighted-average grant date fair value of stock-based awards
granted before forfeitures was $56.83, $71.38 and $85.43 per share during the years ended December 28, 2019,
December 29, 2018 and December 30, 2017.

Total unrecognized compensation cost related to non-vested awards as of December 28, 2019 was $84.8 million,
which is expected to be recognized over a weighted-average period of approximately 2.0 years.

135

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

A summary of the stock option activity under the Plans is presented below:

December 28,
2019

Years Ended
December 29,
2018

December 30,
2017

Weighted
Average
Exercise
Price

Outstanding at beginning of year ........................................................................................................................................................................
Granted ............................................................................................................................................................................................................
Exercised .........................................................................................................................................................................................................
Forfeited ..........................................................................................................................................................................................................
Outstanding at end of year .................................................................................................................................................................................

353 $
-
(198)
-
155 $

155 $
-
(152)
-
3 $

3 $
-
(3)
-
- $

13.63
-
13.63
-
-

28.59
-
27.76
-
29.65

29.65
-
29.81
-
17.22

Options exercisable at end of year ......................................................................................................................................................................

155 $

29.65

17.22

3 $

- $

The following table represents the intrinsic values of:

As of

December 28,

December 29,

December 30,

2019

2018

2017

Stock options outstanding ..................................................................................................................................................................................
Stock options exercisable ..................................................................................................................................................................................

121 $

6,256

121

- $

The total cash received as a result of stock option exercises for the years ended December 28, 2019, December 29,
2018 and December 30, 2017 was approximately $0.0 million, $3.1 million and $5.3 million. In connection with
these exercises, we did not realize any tax benefits for the years ended December 28, 2019, December 29, 2018 and
December 30, 2017. We settle employee stock option exercises with newly issued common shares.

The total intrinsic value per share of restricted stock/units that vested was $64.31, $76.48 and $83.16 during the
years ended December 28, 2019, December 29, 2018 and December 30, 2017. The following table summarizes the
status of our non-vested restricted stock/units for the year ended December 28, 2019:

Time-Based Restricted Stock/Units
Weighted Average

Shares/Units

Grant Date Fair
Value Per Share

Intrinsic Value
Per Share

Outstanding at beginning of period .....................................................................................................................................................................
Granted ............................................................................................................................................................................................................
Vested .............................................................................................................................................................................................................
Forfeited ..........................................................................................................................................................................................................
Outstanding at end of period ..............................................................................................................................................................................

57.94
59.56
55.62
60.35
58.72 $

1,513 $
452
(339)
(208)
1,418 $

66.58

Performance-Based Restricted Stock/Units

Weighted Average

Grant Date Fair
Value Per Share

Shares/Units

Intrinsic Value
Per Share

40.26
59.72
66.41
61.33
61.41 $

1,163 $
642
(189)
(157)
1,459 $

66.58

136

Table of Contents

401(k) Plans

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

We offer qualified 401(k) plans to substantially all our domestic full-time employees. As determined by our Board
of Directors, matching contributions to these plans generally do not exceed 100% of the participants’ contributions
up to 7% of their base compensation, subject to applicable legal limits. Matching contributions consist of cash and
were allocated entirely to the participants’ investment elections on file, subject to a 20% allocation limit to the
Henry Schein Stock Fund. Forfeitures attributable to participants whose employment terminates prior to becoming
fully vested are used to reduce our matching contributions and offset administrative expenses of the 401(k) plans.

Assets of the 401(k) and other defined contribution plans are held in self-directed accounts enabling participants to
choose from various investment fund options. Matching contributions and administrative expenses related to these
plans charged to operations during the years ended December 28, 2019, December 29, 2018 and December 30,
2017 amounted to $36.8 million, $35.8 million and $33.5 million, respectively.

Supplemental Executive Retirement Plan

We offer an unfunded, non-qualified supplemental executive retirement plan to eligible employees. This plan
generally covers officers and certain highly-compensated employees after they have reached the maximum IRS
allowed pre-tax 401(k) contribution limit. Our contributions to this plan are equal to the 401(k) employee-elected
contribution percentage applied to base compensation for the portion of the year in which such employees are not
eligible to make pre-tax contributions to the 401(k) plan. The amounts charged (credited) to operations during the
years ended December 28, 2019, December 29, 2018 and December 30, 2017 amounted to $2.1 million, $(0.4)
million and $0.6 million, respectively.

Deferred Compensation Plan

During 2011, we began to offer a deferred compensation plan to a select group of management or highly
compensated employees of the Company and certain subsidiaries. This plan allows for the elective deferral of base
salary, bonus and/or commission compensation by eligible employees. The amounts charged (credited) to
operations during the years ended December 28, 2019, December 29, 2018 and December 30, 2017 were
approximately $8.3 million, $(2.3) million and $5.0 million, respectively.

137

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 20 – Commitments and Contingencies

Purchase Commitments

In our health care distribution business, we sometimes enter into long-term purchase commitments to ensure the
availability of products for distribution. Future minimum annual payments for inventory purchase commitments as
of December 28, 2019 were:

2020 .................................................................................................................................................................................................................
2021 .................................................................................................................................................................................................................
2022 .................................................................................................................................................................................................................
2023 .................................................................................................................................................................................................................
2024 .................................................................................................................................................................................................................
Thereafter .........................................................................................................................................................................................................
Total minimum inventory purchase commitment payments ...................................................................................................................................

403,241
208,200
110,800
-
-
-
722,241

Employment, Consulting and Non-Compete Agreements

We have definite-lived employment, consulting and non-compete agreements that have varying base aggregate
annual payments for the years 2020 through 2024 and thereafter of approximately $16.8 million, $6.3 million, $4.5
million, $0.9 million, $0.9 million, and $1.7 million, respectively. We also have lifetime consulting agreements
that provide for current compensation of $0.4 million per year, increasing $25 every fifth year with the next
increase in 2022. In addition, some agreements have provisions for additional incentives and compensation.

Litigation

138

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Court of the United States granted defendants’ petition for writ of certiorari. On October 29, 2018, the Supreme
Court heard oral arguments. On January 8, 2019, the Supreme Court issued its published decision vacating the
judgment of the Fifth Circuit and remanding the case to the Fifth Circuit for further proceedings consistent with the
Supreme Court’s opinion. On April 2, 2019, the District Court stayed the proceeding in the trial court pending
resolution by the Fifth Circuit. The Fifth Circuit heard oral argument on May 1, 2019 on whether the case should
be arbitrated. The Fifth Circuit issued its opinion on August 14, 2019 affirming the District Court’s order denying
defendants’ motions to compel arbitration. Defendants filed a petition for rehearing en banc before the Fifth
Circuit. The Fifth Circuit denied that petition. On October 1, 2019, the District Court set the case for trial on
February 3, 2020, which was subsequently moved to January 29, 2020. On January 24, 2020 the Supreme Court
granted our motion to stay the District Court proceedings, pending the disposition of our petition for writ of
certiorari, which was filed on January 31, 2020. We intend to defend ourselves vigorously against this action.

On August 17, 2017, IQ Dental Supply, Inc. (“IQ Dental”) filed a complaint in the U.S. District Court for the
Eastern District of New York, entitled IQ Dental Supply, Inc. v. Henry Schein, Inc., Patterson Companies, Inc. and
Benco Dental Supply Company, Case No. 2:17-cv-4834. Plaintiff alleges that it is a distributor of dental supplies
and equipment, and sells dental products through an online dental distribution platform operated by SourceOne
Dental (“SourceOne”). SourceOne had previously brought an antitrust lawsuit against Henry Schein, Patterson and
Benco, which Henry Schein settled in the second quarter of 2017 and which is described in our prior filings with
the SEC.

IQ Dental alleges, among other things, that defendants conspired to suppress competition from IQ Dental and
SourceOne for the marketing, distribution and sale of dental supplies and equipment in the United States, and that
defendants unlawfully agreed with one another to boycott dentists, manufacturers and state dental associations that
deal with, or considered dealing with, plaintiff and SourceOne. Plaintiff claims that this alleged conduct constitutes
unreasonable restraint of trade in violation of Section 1 of the Sherman Act, New York’s Donnelly Act and the
New Jersey Antitrust Act, and also makes pendant state law claims for tortious interference with prospective
business relations, civil conspiracy and aiding and abetting. Plaintiff seeks injunctive relief, compensatory, treble
and punitive damages, jointly and severally, and reasonable costs and expenses, including attorneys’ fees and
expert fees. On December 21, 2017, the District Court granted the defendants’ motion to dismiss. On January 19,
2018, IQ Dental appealed the District Court’s order. On May 10, 2019, the U.S. Court of Appeals for the Second
Circuit affirmed in part and reversed in part the District Court’s dismissal of the complaint, holding that IQ Dental
lacks antitrust standing to challenge the alleged boycott of SourceOne and state dental associations, but that it has
standing to challenge injury related to the alleged direct boycott of its business. On June 29, 2019, the Second
Circuit denied IQ Dental’s petition for rehearing or rehearing en banc. On January 8, 2020, Henry Schein and IQ
Dental entered into a settlement agreement, pursuant to which Henry Schein paid an amount which is not material.
Henry Schein was dismissed from the case on January 16, 2020.

139

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

140

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

complaint was filed asserting the same allegations against the same parties and adding McKesson Medical-Surgical,
Inc. as a defendant. On November 30, 2018, the District Court granted defendants’ motion to dismiss and entered a
final judgment, dismissing plaintiffs’ complaint with prejudice. On December 27, 2018, plaintiffs appealed the
District Court’s decision to the Seventh Circuit Court of Appeals. The parties argued the appeal on September 27,
2019 and are currently awaiting the Seventh Circuit’s ruling.

On January 29, 2019, a purported class action complaint was filed by R. Lawrence Hatchett, M.D. against Henry
Schein, Inc., Patterson Co., Inc., Benco Dental Supply Co., and unnamed co-conspirators in the U.S. District Court
for the Southern District of Illinois. The complaint alleges that members of the proposed class suffered antitrust
injury due to an unlawful boycott, price-fixing or otherwise anticompetitive conspiracy among Henry Schein,
Patterson and Benco. The complaint alleges that the alleged conspiracy overcharged Illinois dental practices,
orthodontic practices and dental laboratories on their purchase of dental supplies, which in turn passed on some or
all of such overcharges to members of the class. Subject to certain exclusions, the complaint defines the class as
“all persons residing in Illinois purchasing and/or reimbursing for dental care provided by independent Illinois
dental practices purchasing dental supplies from the defendants, or purchasing from buying groups purchasing these
supplies from the defendants, on or after January 29, 2015.” The complaint alleges violations of the Illinois
Antitrust Act, 740 Ill. Comp. Stat. §§ 10/3(2), 10/7(2), and seeks a permanent injunction, actual damages to be
determined at trial, trebled, reasonable attorneys’ fees and costs, and pre- and post-judgment interest. On February
13, 2020, the court granted our motion to dismiss for lack of standing, and dismissed the action with prejudice.

141

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Case No. 2:19-cv-05530-FB-RLM. The complaint seeks to certify a class consisting of all persons and entities
who, subject to certain exclusions, purchased or otherwise acquired Covetrus common stock from February 8, 2019
through August 12, 2019. The case relates to the Animal Health Spin-off and Merger of the Henry Schein Animal
Health Business with Vets First Choice in February 2019. The complaint alleges violations of Sections 10(b) and
20(a) of the Exchange Act and SEC Rule 10b-5 and asserts that defendants’ statements in the offering documents
and after the transaction were materially false and misleading because they purportedly overstated Covetrus’s
capabilities as to inventory management and supply-chain services, understated the costs of integrating the Henry
Schein Animal Health Business and Vets First Choice, understated Covetrus’s separation costs from Henry Schein,
and understated the impact on earnings from online competition and alternative distribution channels and from the
loss of an allegedly large customer in North America just before the Separation and Merger. The complaint seeks
unspecified monetary damages and a jury trial. Pursuant to the provisions of the PSLRA, the court appointed lead
plaintiff and lead counsel on December 23, 2019. We intend to defend ourselves vigorously against this action.

142

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 21 – Quarterly Information (Unaudited)

The following tables present certain quarterly financial data:

March 30,

June 29,

September 28, December 28,

Quarters ended

2019
2,360,268 $

2019
2,447,827 $

2019
2,508,767 $

2019
2,668,941

(802)
187,198
-

11,925
162,288
-

(1,059)
196,334
186,769

134,916

116,753

121,417

143,212

767,431

761,167

123,640

751,690

118,413

330,609

337,192

810,598

Earnings per share attributable to
Henry Schein, Inc. from continuing operations:

Basic ................................................................................................................................................................................................................
Diluted .............................................................................................................................................................................................................

0.92 $

0.79 $

0.78

0.91

0.78

2.27

2.25

March 31,

June 30,

September 29, December 29,

Quarters ended

2018
2,273,450 $

2018
2,316,032 $

2018
2,355,565 $

2018
2,472,556

157,108
114,591

123,269
96,247

162,240
114,717

722,359

718,328

719,129

38,488

124,886

158,002

750,931

8,551

8,497

2,675

34,644

from continuing operations:

117,777

110,636

111,534

90,770

Earnings per share attributable to Henry Schein, Inc.

from continuing operations:

Basic ................................................................................................................................................................................................................
Diluted .............................................................................................................................................................................................................

0.60 $

0.72 $

0.73 $

0.59

0.72

0.78

0.77

(1) See Note 12 - "Plans of Restructuring" for details of the restructuring costs incurred during our 2019 and 2018 fiscal years.

(2) See Note 11 - "Business Acquisitions and Divestitures" for details of the net gain on sale of equity investments.

143

Table of Contents

HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

Note 22 – Supplemental Cash Flow Information

Cash paid for interest and income taxes was:

December 28,

2019

Years ended
December 29,

2018

December 30,

2017

Interest ............................................................................................................................................................................................................
Income taxes ....................................................................................................................................................................................................

46,985
214,135

236,479

69,371 $

54,685 $

177,277

There was approximately $0.0 million, $0.0 million and $0.3 million of debt assumed as a part of the acquisitions
for the years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively.

For the years ended December 28, 2019, December 29, 2018 and December 30, 2017, we had $(4.9) million, $1.0
million and $(1.5) million of non-cash net unrealized gains (losses) related to foreign currency hedging activities,
respectively. During the year ended December 30, 2017, as part of business acquisitions, we increased our
ownership interests in subsidiaries through non-cash transactions of $16.8 million.

During the third quarter of 2018, we formed Henry Schein One, LLC with Internet Brands through a non-cash
transaction resulting in approximately $390.3 million of noncontrolling interest representing Internet Brands’
current 26% minority interest and $160.6 million of deferred additional ownership interests of Internet Brands in
Henry Schein One, representing up to an additional 9.2% ownership interests at December 28, 2019, a portion of
which is contingent upon the achievement of certain operating targets (See Note 11).

Note 23 – Related Party Transactions

In connection with the completion of the Animal Health Spin-off during our fiscal year 2019, we entered into a
transition services agreement with Covetrus under which we have agreed to provide certain transition services for
up to twenty-four months in areas such as information technology, finance and accounting, human resources,
supply chain, and real estate and facility services. During 2019, we recorded approximately $17.5 million of fees
for these services. In connection with the completion of the Animal Health Spin-off (see Note 2 for additional
details), we entered into a transition services agreement with Covetrus, pursuant to which Covetrus purchases
certain products from us. During the year ended December 28, 2019, net sales to Covetrus were approximately
$81.3 million. Sales to Covetrus under the transition services agreement are expected to continue through August
2020. At December 28, 2019 we had $4.5 million of receivables due from Covetrus and $0.1 million payable to
Covetrus under this transition services agreement.

In connection with the formation of Henry Schein One, LLC, our joint venture with Internet Brands, which was
formed on July 1, 2018, we entered into a ten-year royalty agreement with Internet Brands whereby we will pay
Internet Brands approximately $31.0 million annually for the use of their intellectual property. During 2019 and
2018, we recorded $31 million and $15.5 million, respectively in connection with costs related to this royalty
agreement. As of December 28, 2019 and December 29, 2018, Henry Schein One, LLC had a net receivable
balance due from Internet Brands of $9.4 million and $2.4 million, respectively, comprised of amounts related to
the royalty agreement and other management fees.

During our normal course of business, we have interests in entities that we account for under the equity accounting
method. During our fiscal years ended 2019, 2018 and 2017, we recorded net sales of $87.7 million, $27.0 million,
and $23.4 million, respectively, to such entities. During our fiscal years ended 2019, 2018 and 2017, we purchased
$18.1 million, $10.8 million, and $8.8 million, respectively, from such entities. At December 28, 2019 and
December 29, 2018, we had in aggregate $60.7 million and $61.4 million, due from our equity affiliates, and $5.3
million and $1.0 million due to our equity affiliates, respectively.

144

Table of Contents

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

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, 2019 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.

Changes in Internal Control over Financial Reporting

The combination of acquisitions, continued acquisition integrations and systems implementations 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 ended December 28, 2019, post-acquisition integration related activities continued for our global
dental and North American technology and medical businesses acquired during prior quarters, representing
aggregate annual revenues of approximately $539 million. 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, 2019, post-implementation system improvement activities continued
for a new equipment system implemented during prior quarters for our U.S. dental business representing
approximate aggregate annual revenues of $912 million, as well as an upgrade of an existing ERP system at a
dental business in North America having approximate aggregate annual revenues of $58 million.

All continued acquisitions integrations and systems implementations involved necessary and appropriate change-
management controls that are considered in our annual assessment of the design and operating effectiveness of our
internal control over financial reporting.

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 of Directors regarding the preparation and fair presentation of
published financial statements. Under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013),
updated and reissued by the Committee of Sponsoring Organizations, or the COSO 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, 2019.

145

Table of Contents

The effectiveness of our internal control over financial reporting as of December 28, 2019 has been independently
audited by BDO USA, LLP, 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.

146

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders 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, 2019, 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, 2019,
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, 2019 and
December 29, 2018, 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, 2019, and the
related notes and schedule and our report dated February 20, 2020 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.

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
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

147

Table of Contents

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, LLP
New York, NY
February 20, 2020

148

Table of Contents

ITEM 9B. Other Information

Not applicable.

ITEM 10. Directors, Executive Officers and Corporate Governance

PART III

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 2020 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 of
Directors since our last disclosure of such procedures, which appeared in our definitive 2019 Proxy Statement filed
pursuant to Regulation 14A on April 9, 2019.

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 2020 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” 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.

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 2020 Proxy Statement to be filed pursuant to Regulation 14A.

149

Table of Contents

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, 2019:

Plan Category

Weighted- Average Number of Common
Shares Available for
Future Issuances

Outstanding Options

Exercise Price of

Plans Approved by Stockholders ........................................................................................................................................................................
-
Plans Not Approved by Stockholders .................................................................................................................................................................
-

6,407,767

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 2020 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 2020 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 2020 Proxy
Statement to be filed pursuant to Regulation 14A.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules
List of Documents Filed as a Part of This Report:
(a)

1. Financial Statements:

Our Consolidated Financial Statements filed as a part of this report are listed on the index on
Page 84.

2. Financial Statement Schedules:

Schedule II – Valuation of Qualifying Accounts
No other schedules are required.

Index to Exhibits:
See exhibits listed under Item 15(b) below.

150

Table of Contents

(b) Exhibits

2.1 Contribution and Distribution Agreement, dated as of April 20, 2018, by and among us, HS

Spinco, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.
(Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 23,
2018 (film no. 18767875).)*

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

HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder Representative Services LLC.
(Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on April 23,
2018 (film no. 18767875).)*

2.3 Letter Agreement, Amendment No. 1 to Contribution and Distribution Agreement and

Amendment No. 1 to Agreement and Plan of Merger, dated as of September 14, 2018, by and
among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC.( Incorporated by reference to Exhibit 2.3 to our Annual Report
on Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

2.4 Letter Agreement and Amendment No. 2 to Contribution and Distribution Agreement, dated as

of November 30, 2018, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and
Shareholder Representative Services LLC. (Incorporated by reference to Exhibit 2.4 to our
Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February
20, 2019.)

2.5 Letter Agreement and Amendment No. 3 to Contribution and Distribution Agreement and

Amendment No. 2 to Agreement and Plan of Merger, dated as of December 25, 2018, by and
among us, HS Spinco, Inc., HS Merger Sub, Inc., Direct Vet Marketing, Inc. and Shareholder
Representative Services LLC.(Incorporated by reference to Exhibit 2.5 to our Annual Report on
Form 10-K for the fiscal year ended December 29, 2018 filed on February 20, 2019.)

2.6 Letter Agreement and Amendment No. 4 to Contribution and Distribution Agreement, dated as
of January 15, 2019, by and among us, HS Spinco, Inc., Direct Vet Marketing, Inc. and
Shareholder Representative Services LLC.(Incorporated by reference to Exhibit 2.6 to our
Annual Report on Form 10-K for the fiscal year ended December 29, 2018 filed on February
20, 2019.)

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 Second Amended and Restated By-Laws of Henry Schein, Inc. (Incorporated by reference to

Exhibit 3.2 to our Current Report on Form 8-K filed on June 1, 2018.)

4.1 Second Amended and Restated Multicurrency Master Note Purchase Agreement dated as of
June 29, 2018, by and among us, Metropolitan Life Insurance Company, MetLife Investment
Advisors Company, LLC and each MetLife affiliate which becomes party thereto. (Incorporated
by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on July 2, 2018.)

151

Table of Contents

4.2 Second Amended and Restated Master Note Facility dated as of June 29, 2018, by and among

us, NYL Investors LLC and each New York Life affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on July 2,
2018.)

4.3 Second Amended and Restated Multicurrency Private Shelf Agreement dated as of June 29,

2018, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party thereto.
(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on July 2,
2018.)

4.4 Description of Securities.+

10.1 Henry Schein, Inc. 2013 Stock Incentive Plan, as amended and restated effective as of May 14,

2013. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
May 16, 2013.)**

10.2 Form of 2015 Restricted Stock Agreement for time-based restricted stock awards pursuant to

the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated effective as of May
14, 2013). (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for
the fiscal quarter ended March 28, 2015 filed on May 4, 2015.)**

10.3 Form of 2015 Restricted Stock Unit Agreement for time-based restricted stock 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 10.3 to our Quarterly Report on Form 10-
Q for the fiscal quarter ended March 28, 2015 filed on May 4, 2015.)**

10.4 Form of 2016 Restricted Stock Agreement for time-based restricted stock awards pursuant to

10.5 Form of 2016 Restricted Stock Agreement for performance-based restricted stock 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 26, 2016 filed on May 3, 2016.)**

10.6 Form of 2016 Restricted Stock Unit Agreement for time-based restricted stock awards pursuant

10.7 Form of 2016 Restricted Stock Unit Agreement for performance-based restricted stock 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 10.4 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended March 26, 2016 filed on May 3, 2016.)**

152

Table of Contents

10.8 Form of 2017 Restricted Stock Agreement for performance-based restricted stock awards

pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated effective
as of May 14, 2013). (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended April 1, 2017 filed on May 9, 2017.)**

10.9 Form of 2017 Restricted Stock Unit Agreement for time-based restricted stock 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 April 1, 2017 filed on May 9, 2017.)**

10.10 Form of 2017 Restricted Stock Unit Agreement for performance-based restricted stock 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 10.3 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended April 1, 2017 filed on May 9, 2017.)**

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

10.12 Form of 2018 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 10.5 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2018 filed on May 8, 2018.)**

10.13 Form of 2019 Restricted Stock Unit Agreement for time-based restricted stock unit awards

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

awards pursuant to the Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated
effective as of May 14, 2013). (Incorporated by reference to Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 30, 2019 filed on May 7, 2019.)**

10.15 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.)**

10.16 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.)**

153

Table of Contents

10.17 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.)**

10.18 Amendment Number One to the Henry Schein, Inc. Supplemental Executive Retirement Plan,

amended and restated effective as of January 1, 2014.**+

10.19 2001 Henry Schein, Inc. Section 162(m) Cash Bonus Plan effective as of June 6, 2001.

(Incorporated by reference to Appendix B to our definitive 2001 Proxy Statement on Schedule
14A filed on April 30, 2001.)**

10.20 Amendment Number One to the 2001 Henry Schein, Inc. Section 162(m) Cash Bonus Plan,
effective as of May 24, 2005. (Incorporated by reference to Exhibit B to our definitive 2005
Proxy Statement on Schedule 14A, filed on April 22, 2005.)**

10.21 Amendment Number Two to the Henry Schein, Inc. Section 162(m) Cash Bonus Plan, effective

as of January 1, 2007. (Incorporated by reference to Exhibit 10.8 to our Annual Report on
Form 10-K for the fiscal year ended December 27, 2008 filed on February 24, 2009.)**

10.22 Amendment Number Three to the Henry Schein, Inc. Section 162(m) Cash Bonus Plan effective
as of December 31, 2009. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on
Form 10-Q for the fiscal quarter ended June 27, 2009 filed on August 4, 2009.)**

10.23 Amendment Number Four to the Henry Schein, Inc. Section 162(m) Cash Bonus Plan, effective
as of May 14, 2013. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K filed on May 16, 2013.)**

10.24 Amendment Number Five to the Henry Schein, Inc. Section 162(m) Cash Bonus Plan, dated

May 31, 2017. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed on June 1, 2017.)**

10.25 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.)**

10.26 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.)**

10.27 Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.23 to
our Annual Report on Form 10-K for the fiscal year ended December 25, 2010 filed on
February 22, 2011.)**

10.28 Amendment to the Henry Schein, Inc. Deferred Compensation Plan. (Incorporated by reference

to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2011 filed on February 15, 2012.)**

154

Table of Contents

10.29 Amendment Number Two to the Henry Schein, Inc. Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the fiscal
year ended December 28, 2013 filed on February 11, 2014.)**

10.30 Amendment Number Three to the Henry Schein, Inc. Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal
year ended December 28, 2013 filed on February 11, 2014.)**

10.31 Amendment Number Four to the Henry Schein, Inc. Deferred Compensation Plan.

(Incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2016 filed on February 21, 2017.)**

10.32 Amendment Number Five to the Henry Schein, Inc. Deferred Compensation Plan.**+

10.33 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.)**

10.34 Amended and Restated Employment Agreement dated as of December 31, 2016, by and

between us and Stanley M. Bergman. (Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on April 7, 2016.)**

10.35 Form of Performance-Based RSU Award Agreement for Stanley M. Bergman pursuant to the
Henry Schein, Inc. 2013 Stock Incentive Plan (as amended and restated as of May 14, 2013).
(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 7,
2016.)**

10.36 Form of Time-Based RSU Award Agreement for Stanley M. Bergman pursuant to the Henry

Schein, Inc. 2013 Stock Incentive Plan (as amended and restated as of May 14, 2013).
(Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on April 7,
2016.)**

10.37 Amended and Restated Employment Agreement dated as of August 8, 2019, 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 August 9, 2019.)**

10.38 Form of Performance-Based RSU Award Agreement for Stanley M. Bergman Pursuant to the
Henry Schein, Inc. 2013 Stock Incentive Plan (as Amended and Restated as of May 14, 2013).
(Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August
9, 2019.)**

10.39 Form of Time-Based RSU Award Agreement for Stanley M. Bergman Pursuant to the Henry

Schein, Inc. 2013 Stock Incentive Plan (as Amended and Restated as of May 14, 2013).
(Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August
9, 2019.)**

155

Table of Contents

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

between us and certain executive officers who are a party thereto (Gerald Benjamin, James
Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively). (Incorporated
by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended
December 27, 2008 filed on February 24, 2009.)**

10.41 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 (Gerald Benjamin,
James Breslawski, Michael S. Ettinger, Mark Mlotek and Steven Paladino, respectively).
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January
20, 2012.)**

10.42 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.)**

10.43 Credit Agreement, dated as of April 18, 2017, among the Company, the several lenders parties

thereto, JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and joint
bookrunner, U.S. Bank National Association, as syndication agent, joint lead arranger and joint
bookrunner, together with the exhibits and schedules thereto. (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2017.)

10.44 First Amendment, dated as of June 29, 2018, among us, the several lenders parties thereto, and

JPMorgan Chase Bank, N.A., as administrative agent, lead arranger and lead bookrunner.
(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 2,
2018.)

10.45 Promissory Note in favor of JPMorgan Chase Bank, N.A. dated as of May 21, 2018.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 21,
2018.)

10.46 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.)

10.47 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, as amended. (Incorporated by reference to Exhibit 10.2 to our
Current Report on Form 8-K filed on September 26, 2014.)

10.48 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.)

156

Table of Contents

10.49 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.)

10.50 Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as of

10.51 Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as of

10.52 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.)

10.53 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.)

10.54 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.)

10.55 Form of Indemnification Agreement between us and certain directors and executive officers

who are a party thereto (Barry J. Alperin, Ph.D., Paul Brons, Shira Goodman, Joseph L.
Herring, Kurt P. Kuehn, Philip A. Laskawy, Anne H. Margulies, Carol Raphael, E. Dianne
Rekow, DDS, Ph.D., Bradley T. Sheares, Ph.D., Gerald A. Benjamin, Stanley M. Bergman,
James P. Breslawski, Michael S. Ettinger, Mark E. Mlotek, Steven Paladino, and Walter Siegel,
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.)**

21.1 List of our Subsidiaries.+

157

Table of Contents

23.1 Consent of BDO USA, LLP.+

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.+

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+
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.DEF
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
104

Inline XBRL Taxonomy Extension Presentation Linkbase Document+
The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K
for the year ended December 28, 2019, formatted in Inline XBRL
(included within Exhibit 101 attachments).+

_________

+ Filed or furnished herewith.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
hereby agrees to furnish supplementally a copy of any of the omitted schedules and exhibits upon request
by the U.S. Securities and Exchange Commission.

** Indicates management contract or compensatory plan or agreement.

ITEM 16. Form 10-K Summary

None.

158

Table of Contents

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.

SIGNATURES

Henry Schein, Inc.

By: /s/ STANLEY M. BERGMAN
Stanley M. Bergman
Chairman and Chief Executive Officer
February 20, 2020

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

/s/ STANLEY M. BERGMAN
Stanley M. Bergman

/s/ STEVEN PALADINO
Steven Paladino

/s/ JAMES P. BRESLAWSKI
James P. Breslawski

/s/ GERALD A. BENJAMIN
Gerald A. Benjamin

/s/ MARK E. MLOTEK
Mark E. Mlotek

/s/ BARRY J. ALPERIN
Barry J. Alperin

/s/ PAUL BRONS
Paul Brons

/s/ SHIRA GOODMAN
Shira Goodman

/s/ JOSEPH L. HERRING
Joseph L. Herring

/s/ KURT P. KUEHN
Kurt P. Kuehn

/s/ PHILIP A. LASKAWY
Philip A. Laskawy

/s/ ANNE H. MARGULIES
Anne H. Margulies

/s/ CAROL RAPHAEL
Carol Raphael

/s/ E. DIANNE REKOW
E. Dianne Rekow, DDS, Ph.D.

/s/ BRADLEY T. SHEARES, PH. D.
Bradley T. Sheares, Ph. D.

Chairman, Chief Executive Officer
and Director (principal executive officer)

Executive Vice President, Chief Financial
Officer and Director (principal financial and
accounting officer)

Date

February 20, 2020

Vice Chairman, Director

February 20, 2020

Director

159

February 20, 2020

Table of Contents

Schedule II

Valuation and Qualifying Accounts

(in thousands)

Additions (Reductions)

Balance at Charged to
beginning of statement of

Charged
(credited) to
other

Balance at

end of

Description

period

income (1)

accounts (2) Deductions (3)

period

Year ended December 28, 2019:

Allowance for doubtful accounts
and other .........................................................................................................................................................................................................

(5,865) $

53,121 $

12,612 $

60,002

134

Year ended December 29, 2018:

(6,366) $

46,261 $

14,384 $

(1,158)

53,121

Year ended December 30, 2017:

(6,145) $

33,150 $

7,915 $

11,341

46,261

(1)

Represents amounts charged to bad debt expense.

(2)

Amounts charged (credited) to other accounts primarily relate to provision for late fees and the impact of foreign currency exchange rates.

(3)

Deductions primarily consist of fully reserved accounts receivable that have been written off.

160

COMMON STOCK
Henry Schein Common Stock trades on the
Nasdaq® Stock Market under the symbol “HSIC.”

STOCKHOLDER REPORTS
AND INVESTOR INQUIRIES
For stockholder inquiries, including requests for
quarterly and annual reports, contact our Investor
Relations department at (631) 843-5611, or e-mail
your request to investor@henryschein.com.
Printed materials can also be requested through
the Company’s Website.

FORM 10-K
Our Annual Report on Form 10-K for the fiscal
year ended December 28, 2019 has been filed
with the SEC and is available free of charge
through our Internet website, www.henryschein.
com. Stockholders may also obtain a copy of
the Form 10-K upon request via email at
investor@henryschein.com. In response to such
request, the Company will furnish without charge
the Form 10-K including financial statements,
financial schedules, and a list of exhibits.

INDEPENDENT AUDITORS
BDO USA, LLP
100 Park Avenue, New York, New York 10017

LEGAL COUNSEL
Proskauer Rose, LLP
Eleven Times Square, New York, New York 10036

STOCK TRANSFER AGENT
For address changes, account cancellation,
registration changes and lost stock certificates,
please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
(212) 509-4000

EXECUTIVE MANAGEMENT

BOARD OF DIRECTORS

Stanley M. Bergman*

Gerald A. Benjamin*

James P. Breslawski*

David Brous

Brad Connett

Michael S. Ettinger*

Jonathan Koch

Lorelei McGlynn

Mark E. Mlotek*

James Mullins

Steven Paladino*

Christopher Pendergast

Michael Racioppi

Walter Siegel*

René Willi, Ph.D.

*Executive Officers

Chairman of the Board and
Chief Executive Officer
Executive Vice President, Chief
Administrative Officer
Vice Chairman of the Board and President
President, Strategic Business Units Group and
Asia Pacific & Brazil Dental

President, U.S. Medical Group
Senior Vice President, Corporate & Legal
Affairs and Chief of Staff, Secretary
Senior Vice President and
Chief Executive Officer, Global Dental Group
and Interim Chief Executive Officer,
Henry Schein One
Senior Vice President, Chief Human
Resources Officer
Executive Vice President,
Chief Strategic Officer

Senior Vice President, Global Services
Executive Vice President,
Chief Financial Officer
Senior Vice President and
Chief Technology Officer
Senior Vice President,
Chief Merchandising Officer

Stanley M. Bergman

Barry J. Alperin
Gerald A. Benjamin

James P. Breslawski
Paul Brons
Shira Goodman
Joseph L. Herring
Kurt P. Kuehn

Philip A. Laskawy

Anne H. Margulies

Mark E. Mlotek
Steven Paladino
Carol Raphael

Chairman of the Board and
Chief Executive Officer
Retired Vice Chairman, Hasbro, Inc.
Executive Vice President,
Chief Administrative Officer
Vice Chairman of the Board and President
Former President, Organon International BV
Former Chief Executive Officer, Staples, Inc.
Former Chief Executive Officer, Covance, Inc.
Former Chief Financial Officer, United Parcel
Service, Inc.
Lead Director, Henry Schein, Inc.; and Retired
Chairman, Ernst & Young, LLP
Vice President and Chief Information Officer,
Harvard University
Executive Vice President, Chief Strategic Officer
Executive Vice President, Chief Financial Officer
Senior Advisor for Manatt Health Solutions; and
Former President and Chief Executive Officer,
Visiting Nurse Service of New York

E. Dianne Rekow, DDS, Ph.D. Professor Emirates and Fellow at King’s College

London; Former Executive Dean and Professor of
Orthodontics at King’s College Dental Institute;
and Former Senior Vice Provost of Engineering
Technology and Provost of Polytechnic Institute
at New York University
Former Chief Executive Officer, Reliant
Pharmaceuticals; and Former President of U.S.
Human Health, Merck & Co.

Senior Vice President and General Counsel

President, Global Dental Surgical Group

Bradley T. Sheares, Ph.D.

FOLLOW HENRY SCHEIN ON

Facebook: http://www.facebook.com/henryschein

Twitter: http://twitter.com/henryschein

Instagram: http://instagram.com/henryschein

LinkedIn: http://www.linkedin.com/company/henry-schein

You Tube: http://www.youtube.com/user/henryscheininc

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

U.S.A.

(631) 843-5500

www.henryschein.com

20KS5217