henryschein11k1231202
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
11
-K
 
(Mark One)
X
 
ANNUAL REPORT PURSUANT TO SECTION
 
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
__
 
TRANSITION REPORT PURSUANT TO
 
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943
For the transition period from ____________ to ____________
Commission File Number:
 
0-27078
A.
 
Full title of the plan and the address of the plan, if different from
 
that of the issuer named below:
Henry Schein, Inc. 401(k) Savings Plan
B.
 
Name of issuer of the securities held pursuant to the plan and the address of
 
its principal executive office:
Henry Schein, Inc.
135 Duryea Road
 
Melville, New York
 
11747
 
2
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
TABLE OF CONTENTS
 
Page
 
Number
 
 
3
 
 
Financial Statements:
 
4
5
6
 
 
Supplemental schedule for the year ended December 31, 2022:
 
15
 
16
 
 
Exhibits:
 
 
Exhibit 23.1
 
 
All other schedules required by Section 2520.103-10 of the U.S. Department
 
of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
 
Security Act of 1974 have been omitted
 
because they are not applicable.
 
 
 
 
3
Report Of Independent Registered Public Accounting Firm
Plan Administrator and Participants
Henry Schein, Inc. 401(k) Savings Plan
Melville, New York
Opinion on the Financial Statements
We
 
have audited
 
the accompanying
 
statements of
 
net assets
 
available for
 
benefits of
 
the Henry
 
Schein, Inc.
 
401(k) Savings
 
Plan (the
“Plan”) as of December 31,
 
2022 and 2021, the
 
related statements
 
of changes in net
 
assets available for benefits
 
for the years then
 
ended,
and the
 
related notes
 
(collectively,
 
the “financial
 
statements”).
 
In our
 
opinion, the
 
financial statements
 
present fairly,
 
in all
 
material
respects, the net assets available
 
for benefits of the Plan
 
as of December 31, 2022 and
 
2021, and the changes in net
 
assets available for
benefits for the
 
years then ended, in conformity with accounting principles generally accepted in the
 
United States of America.
Basis for Opinion
These financial
 
statements are the
 
responsibility of
 
the Plan’s
 
management.
 
Our responsibility is
 
to express an
 
opinion on the
 
Plan’s
financial statements
 
based on
 
our audits.
 
We
 
are a
 
public accounting
 
firm registered
 
with the
 
Public Company
 
Accounting Oversight
Board
 
(United
 
States)
 
(“PCAOB”)
 
and
 
are
 
required
 
to
 
be
 
independent
 
with
 
respect
 
to
 
the
 
Plan
 
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 financial statements are free of material misstatement, whether due to error
 
or fraud. The
Plan is
 
not required
 
to have,
 
nor were
 
we engaged
 
to perform,
 
an audit
 
of its
 
internal control
 
over financial
 
reporting. As
 
part of
 
our
audits we
 
are required
 
to obtain
 
an understanding
 
of internal
 
control over
 
financial reporting
 
but not
 
for the purpose
 
of expressing
 
an
opinion on the effectiveness of the Plan’s
 
internal control over financial reporting. Accordingly,
 
we express no such opinion.
Our audits included performing
 
procedures to assess
 
the risk of material
 
misstatement of the 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
 
financial
 
statements.
 
Our
 
audits
 
also
 
included
 
evaluating
 
the
 
accounting
 
principles
 
used
 
and
significant
 
estimates made
 
by the
 
Plan’s
 
management,
 
as well
 
as evaluating
 
the overall
 
presentation
 
of the
 
financial statements.
 
We
believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the
 
accompanying Schedule H, Line 4i-Schedule
 
of Assets (Held at End of Year)
 
as of December 31,
2022
 
has
 
been
 
subjected
 
to
 
audit
 
procedures
 
performed
 
in
 
conjunction
 
with
 
the
 
audit
 
of
 
the
 
Plan’s
 
financial
 
statements.
 
The
supplemental information
 
is presented
 
for the
 
purpose of
 
additional analysis
 
and is
 
not a
 
required part
 
of the
 
financial statements
 
but
included supplemental
 
information required
 
by the Department
 
of Labor’s
 
Rules and Regulations
 
for Reporting
 
and Disclosure under
the Employee Retirement
 
Income Security Act of
 
1974. The supplemental
 
information is the responsibility
 
of the Plan’s
 
management.
Our
 
audit
 
procedures
 
included
 
determining
 
whether
 
the
 
supplemental
 
information
 
reconciles
 
to
 
the
 
financial
 
statements
 
or
 
the
underlying
 
accounting
 
and
 
other
 
records,
 
as
 
applicable,
 
and
 
performing
 
procedures
 
to
 
test
 
the
 
completeness
 
and
 
accuracy
 
of
 
the
information presented in the supplemental information. In forming our opinion on the supplemental
 
information, we evaluated whether
the supplemental
 
information,
 
including
 
its form
 
and content,
 
is presented
 
in conformity
 
with the
 
Department
 
of Labor’s
 
Rules and
Regulations
 
for
 
Reporting
 
and
 
Disclosure
 
under
 
the
 
Employee
 
Retirement
 
Income
 
Security
 
Act
 
of
 
1974.
 
In
 
our
 
opinion,
 
the
supplemental information is fairly stated, in all material respects, in relation
 
to the financial statements as a whole.
/s/ BDO USA, LLP
We have served
 
as the Plan’s auditor since 1984.
New York,
 
New York
June 23, 2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
STATEMENTS
 
OF NET ASSETS AVAILABLE
 
FOR BENEFITS
 
 
December 31,
December 31,
 
2022
2021
 
Assets
Investments, at fair value (Note 4):
Money market account
$
184,027
$
124,329
Mutual funds
647,386,525
839,977,468
Common collective trust funds
494,956,061
583,352,539
Common stock
54,226,139
56,635,820
Total
 
investments
1,196,752,752
1,480,090,156
Receivables:
Notes receivable from participants
17,578,320
19,676,780
Employer’s contribution (Note 1(b))
30,872,673
29,180,068
Other
5,638
164
Total
 
receivables
48,456,631
48,857,012
Total
 
Assets
1,245,209,383
1,528,947,168
Liabilities
Other payables
75,004
-
Net assets available for benefits
$
1,245,134,379
$
1,528,947,168
See accompanying Notes to Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
STATEMENTS
 
OF CHANGES IN NET ASSETS AVAILABLE
 
FOR BENEFITS
 
Year
 
Ended
 
December 31,
December 31,
 
2022
2021
 
Additions:
Investment income:
Interest and dividends
$
22,840,129
$
34,873,510
Net (depreciation) appreciation in fair value of investments:
Mutual funds
(271,576,333)
155,686,076
Common stock
1,620,077
8,368,104
Total
 
investment income
(247,116,127)
198,927,690
Participants’ contributions
72,512,470
65,430,659
Employer’s contribution (Note 1(b))
30,872,673
29,180,068
Interest income - notes receivable from participants
1,099,058
1,599,053
Total
 
additions
(142,631,926)
295,137,470
Deductions:
Benefits paid to participants
91,788,486
124,245,351
Administrative expenses
1,361,706
1,320,210
Total
 
deductions
93,150,192
125,565,561
Net (decrease) increase before
 
transfer out to a related plan
(235,782,118)
169,571,909
Transfer out to a
 
related plan (Note 1(a))
(48,030,671)
-
Net (decrease) increase in plan assets
(283,812,789)
169,571,909
Net assets available for benefits, beginning of year
1,528,947,168
1,359,375,259
Net assets available for benefits, end of year
$
1,245,134,379
$
1,528,947,168
See accompanying Notes to Financial Statements
6
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 – Description of Plan
 
The following description of the Henry Schein, Inc. 401(k) Savings Plan (the
 
“Plan”) provides only general information.
 
Participants
should refer to the Plan document or Summary Plan Description for a more complete description
 
of the Plan’s provisions.
(a) Nature of Operations
The Plan is a contributory defined contribution 401(k) plan originally effective
 
January 1, 1970.
 
The Plan was amended effective
December 26, 1993, to include an Internal Revenue Code Section 401(k) feature.
 
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (“ERISA”).
 
The third-party administrator is Fidelity Investments Institutional Operations
Company, Inc., (the
 
“Administrator”).
 
The Plan trustee is Fidelity Management Trust Company
 
(the “Trustee”).
 
Eligible employees
are those employed by Henry Schein, Inc. (the “Plan Sponsor” or the “Company”) and certain of the Company’s affiliates (collectively,
the “Employer”).
All employees (other than temporary employees) are eligible to make
 
salary reduction contributions to the Plan upon hire and become
eligible to be credited with Profit Sharing Contributions and the Employer Match (each
 
as described below) upon completion of a one
year period of service.
 
Temporary employees are
 
eligible to make salary reduction contributions to the Plan and to be credited with
Profit Sharing Contributions and the Employer Match on the first July 1 or January
 
1 following the completion of a twelve consecutive
month period during which the temporary employee is credited with at least one
 
thousand hours of service or the completion of three
consecutive plan years starting
 
on or after
 
January 1, 2021
 
in each of
 
which the temporary employee
 
is credited with
 
at least five
 
hundred
hours of service.
 
If an individual is initially classified as a temporary employee and then is reclassified as a regular
 
participant, the
participant is immediately eligible to make salary reduction contributions
 
to the Plan, and is eligible to be credited with Profit Sharing
Contributions and the Employer Match upon the earlier of a completion of
 
a one year period of service or when he or she would have
been eligible to be credited with Profit Sharing Contributions and the Employer
 
Match if he or she would have remained a temporary
employee.
On December 30, 2022, the
 
Plan was amended to (i)
 
provide for the recognition of
 
prior service for employees of
 
an acquired entity; and
(ii) permit participants to make Roth elective deferrals and to provide for an in-plan
 
Roth conversion feature.
On June 29, 2022, the Plan entered into
 
an agreement with Henry Schein One, LLC,
 
whereby the account balances of certain employees
of Henry Schein One, LLC participating in the Plan were transferred to the Henry
 
Schein One, LLC 401(k) Retirement Plan effective
July 1, 2022.
(b) Contributions
The Plan provides for a discretionary Employer contribution (the “Profit
 
Sharing Contribution”) of a percentage of a participant’s
 
base
compensation, as defined under the Plan.
 
There were no discretionary Profit Sharing Contributions for the years ended December
 
31,
2022 and 2021.
The Plan allows employees to
 
elect to contribute, through payroll
 
deductions, stated percentages from 1%
 
to 50% of their
 
compensation,
as defined under the Plan, not to exceed $20,500 for year 2022 and $19,500
 
for the year ended 2021, in accordance with the deferral
limitations for such years under the Internal Revenue Code (“IRC”).
 
For Plan years beginning on and after January 1, 2021, the
Employer Match is a percentage of participant 401(k) contributions set by
 
the Company in its discretion. Starting with the 2021 Plan
Year,
 
this percentage was set at 100% of participant 401(k) contributions up to the lesser of 7% or the participant’s deferral percentage,
multiplied by the participant’s base
 
compensation, as defined under the Plan.
 
For the 2022 and 2021 Plan years, the Employer Match
was allocated 100% to the
 
participant’s investment elections on file, subject to a
 
20% allocation limit to
 
the Henry Schein, Inc. Common
Stock Fund.
Participants age 50 or over are permitted to make additional catch-up tax deferred contributions once the participant has reached a limit
on those contributions imposed either by the Plan or by law.
 
The extra amount a participant may contribute may not exceed $6,500
 
in
each of the years 2022 and 2021.
 
Participants may also contribute amounts representing distributions from other qualified
 
defined
benefit or defined contribution plans (rollover).
The Plan provides
 
for the automatic enrollment in the Plan, at a deferral percentage of 3% of compensation,
 
of eligible employees
initially hired by
 
the Company or
 
its participating affiliates on
 
or after March
 
1, 2014, unless
 
the employee elects
 
not to make
 
401(k) plan
contributions or elects to make elective 401(k) plan contributions at a different
 
percentage.
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
7
(c) Participants’ Accounts
Each participant’s account
 
is credited with the participant’s salary reduction
 
contributions and the Employer contributions and an
allocation of net Plan earnings.
 
Expenses directly related to participant transactions are deducted from
 
the respective participant’s
account.
 
Participants also have the option to direct up to 20% of their account balances to common
 
shares of Henry Schein, Inc.
(d) Vesting
Participants are immediately vested in their 401(k) contributions plus actual
 
earnings thereon.
 
Vesting
 
in the Profit Sharing
Contribution and the Employer Match, plus actual earnings thereon, is based
 
on years of continuous service, on a graded scale as
follows:
Vested
Vesting
 
percentage
2 but less than 3 years
 
20%
3 but less than 4 years
 
40%
4 but less than 5 years
 
60%
5 or more years
 
100%
(e) Investments
Participants direct the investment of their contributions and Company contributions into various
 
investment options offered by the Plan.
 
The Plan currently offers nine mutual funds, seventeen
 
common collective trust funds, and a Company stock fund, subject to certain
limitations, as investment options for participants.
(f) Notes Receivable from Participants
Participants may borrow up to a maximum of the lesser of $50,000 or 50% of their vested account balance from their accounts pursuant
to rules set forth in the Plan document.
 
The minimum amount that may be borrowed is $1,000 and only two loans may be made
 
in any
calendar year, and no more than two loans may be
 
outstanding at any time.
 
The loans are secured by the balance in the participants’
accounts and bear interest at
 
prevailing rates.
 
The loans must be
 
for a term of five
 
years or less (ten
 
years if the loan is
 
for the purpose of
purchasing a principal residence).
 
Principal and interest are paid ratably through payroll deductions.
If an employee is terminated and
 
has an outstanding loan balance at the
 
time of termination, the employee will
 
be permitted to repay any
outstanding loans directly to the Trustee.
 
The employee may also roll-over any outstanding loans,
 
as part of a rollover of
 
the terminated
employee’s entire vested account
 
balance to certain other retirement plans in which the terminated employee
 
participates.
 
Notes
receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end of the
period. No allowance for credit losses has
 
been provided as of December 31, 2022
 
and 2021.
 
Delinquent participant loans are recorded
as distributions based on the terms of the Plan document.
 
(g) Payment of Benefits
The Plan provides that, upon termination of service, retirement, disability or death
 
of the participant, a benefit equal to the vested,
nonforfeitable portion of the participant’s
 
account is distributed as outlined in the Plan.
 
Participants may also receive in-service or
hardship distributions based on criteria as described in the Plan document.
(h) Administrative Expenses
All reasonable costs, charges and expenses incurred in connection
 
with the administration of the Plan may be paid by the Plan Sponsor
but, if not paid by the Plan Sponsor when due, shall be paid from Plan assets.
 
For the years ended December 31, 2022 and 2021, the
Plan Sponsor did not use any Plan assets from forfeited accounts to pay costs associated
 
with the Plan.
 
Amounts reflected in the
statements of changes in
 
net assets
 
available for benefits reflect
 
various participant directed expenses
 
which have been
 
deducted from the
respective participant accounts.
 
The Plan pays a flat administrative fee equal to $53 for each participant
 
in the Plan.
 
Participants’ accounts are then charged the fee
proportionally based on their
 
account balance.
 
If participants elect
 
to make use
 
of optional financial
 
advisory services, fees
 
are deducted
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
8
directly from the participants account.
 
Fees are calculated and deducted quarterly,
 
and as a result, the actual fee per participant can
vary.
(i) Forfeitures
Forfeiture allocations may be used to offset administrative
 
expenses of the Plan and to reduce the Employer matching contribution.
 
Forfeited invested accounts totaled $570,585 and $859,075 at December 31, 2022 and 2021, respectively,
 
and are included primarily in
the T. Rowe Price Stable
 
Value
 
Common Trust Fund Class P.
 
Forfeitures in the amount of $735,723 and $1,049,829 will be or have
been used to offset Employer contributions for the years ended December
 
31, 2022 and 2021, respectively.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
 
accounting.
 
Certain prior period amounts have been
reclassified to conform to the current period presentation.
 
These reclassifications, individually and in the aggregate, did not
 
have a
material impact on the Plan’s statements
 
of net assets available
 
for benefit or the
 
statements of changes in
 
net assets available for
 
benefit.
Use of Estimates
The preparation of financial statements in accordance with accounting
 
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
 
the reported amounts of assets and liabilities and changes therein
and disclosure of contingent assets and liabilities.
 
Actual results could differ from those estimates.
Investment Valuation
 
and Income Recognition
Investments are stated at fair value based upon quoted market prices.
 
Gains and losses on investment transactions are recognized when
realized based on trade dates.
 
Net (depreciation) appreciation in fair value of investments includes realized and unrealized appreciation
(depreciation).
 
Interest income is recorded on the accrual basis.
 
Dividends are recorded on the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end
of the period. No allowance for credit losses has been provided as of December
 
31, 2022 and 2021.
 
Delinquent participant loans are
recorded as distributions based on the terms of the Plan document.
Risk and Uncertainties
The Plan utilizes various investment instruments which are exposed to various
 
risks, such as interest rate, credit and overall market
volatility.
 
Due to the level of risk associated with certain investment securities, it is reasonably
 
possible that changes in the values of
investment securities will occur in the near term and that such changes could materially
 
affect participants’ account balances and the
amounts reported in the financial statements.
 
The Plan’s investments are not
 
insured or protected by the Plan’s Trustee,
 
or any other
governmental agency; accordingly, the Plan is
 
subject to the
 
normal investment risks associated
 
with money market funds,
 
mutual funds,
stocks, bonds, and other similar types of investments.
 
At December 31, 2022, one investment comprised 15.3% of net assets available
for benefit as of December 31, 2022.
 
At December 31, 2021, two investments comprised 28.0% of
 
net assets available for benefit as of
December 31, 2021.
Payment of Benefits
Benefits are recorded when paid.
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
9
Note 3 – Tax
 
Status
The Internal Revenue Service (“IRS”) has determined and informed the Company, by a letter dated April 24, 2017, that the Plan, which
was amended and restated effective as of January 1, 2015,
 
with certain amendments effective on subsequent dates, and related trust are
designed in accordance with the
 
applicable sections of the IRC.
 
Although the Plan has been
 
amended since receiving the determination
letter, the Company’s 401(k) Administrative Committee, the members of
 
which are appointed by
 
the Company’s Board of Directors (the
“Plan Administrator”), believes that the
 
Plan is currently designed and
 
being operated in compliance with
 
the applicable requirements of
the IRC.
 
The related trust, therefore, is not subject to tax under present income tax law.
 
Accordingly, no provision
 
for income taxes
has been included in the Plan’s financial
 
statements.
U.S. GAAP requires Plan management to evaluate tax positions taken
 
by the Plan and recognize a tax liability if the Plan has taken an
uncertain position that more likely than not would not be sustained upon examination by the IRS.
 
The Plan is subject to routine audits
by taxing jurisdictions; however, there
 
are currently no audits for any tax periods in progress.
Note 4 – Fair Value
 
Measurements
Financial Accounting Standards Board (“FASB”)
 
Accounting Standards Codification (“ASC”) 820 defines fair value
 
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.
 
ASC 820 establishes a fair value hierarchy 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).
 
In accordance with ASC 820, the Plan
classifies its investments into:
·
 
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 valuation methodologies that were used
 
to measure different financial instruments at fair value,
including an indication of the level
 
in the fair value hierarchy
 
in which each instrument is
 
classified.
 
There have been no
 
changes in the
methodologies used at December 31, 2022 and 2021.
Money Market Account
Funds held in the money market account are valued at the net asset value of shares held by the Plan as of December 31, 2022 and 2021,
which approximates fair value and are classified as Level 1 within the fair value hierarchy
 
.
Mutual Funds
Mutual funds are
 
valued at the
 
net asset value
 
of shares held
 
by the Plan
 
as of December
 
31, 2022 and
 
2021.
 
The Company has
 
classified
its mutual fund holdings as Level 1 within the fair value hierarchy based upon
 
unadjusted quoted prices in active markets for identical
assets or liabilities that were accessible.
 
Common Collective Trust Funds
The common collective trust funds are valued at net asset value per unit as a practical
 
expedient, which is calculated based on the fair
values of the underlying investments held by the fund less its liabilities as
 
reported by the issuer of the fund.
 
The practical expedient is
used for purposes of these statements, but is not used in situations when it is determined
 
to be probable that the fund will sell the
investments for an amount different than the reported net asset value.
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
10
Common Stock Fund
The Henry Schein, Inc. Common Stock Fund is a unitized stock fund.
 
The fund consists of both Henry Schein, Inc. common stock and
a short-term cash component that provides liquidity for daily trading.
 
Henry Schein, Inc. common stock is valued at the quoted market
price from a national securities exchange and the short-term cash
 
investment is valued at cost, which approximates fair value.
 
The
Henry Schein, Inc. Common Stock Fund is classified within Level 1 of the fair value
 
hierarchy based upon unadjusted quoted prices in
active markets for identical assets or liabilities that were accessible at December
 
31, 2022 and 2021.
 
The Henry Schein, Inc. common
stock component of $54,226,139 and $56,635,820 is included within
 
“Common stock” on the Statements of Net Assets Available
 
for
Benefits and the short-term cash
 
component of $184,027 and $124,329 is
 
included within “Money market account” on
 
the Statements of
Net Assets Available for
 
Benefits as of December 31, 2022 and 2021.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
11
The following tables present the Company’s
 
investments 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 31,
 
2022 and 2021:
 
December 31, 2022
 
Level 1
Level 2
Level 3
Total
Investments:
Money market account
$
184,027
$
-
$
-
$
184,027
Mutual funds
647,386,525
-
-
647,386,525
Henry Schein, Inc. Common Stock
54,226,139
-
-
54,226,139
Total investments in
 
the fair value hierarchy
$
701,796,691
$
-
$
-
$
701,796,691
Investments measured at net asset value:
Common collective trust funds
(1)
-
-
-
494,956,061
Total investments at fair
 
value
$
701,796,691
$
-
$
-
$
1,196,752,752
 
December 31, 2021
 
Level 1
Level 2
Level 3
Total
Investments:
Money market account
$
124,329
$
-
$
-
$
124,329
Mutual funds
839,977,468
-
-
839,977,468
Henry Schein, Inc. Common Stock
56,635,820
56,635,820
Total investments in
 
the fair value hierarchy
$
896,737,617
$
-
$
-
$
896,737,617
Investments measured at net asset value:
Common collective trust funds
(2)
-
-
-
583,352,539
Total investments at fair
 
value
$
896,737,617
$
-
$
-
$
1,480,090,156
(1)
This class represents investments in the T. Rowe
 
Price Stable Value
 
Common Trust Fund P (“Stable Value
 
Fund”), Prudential
Core Plus Bond Fund (“Prudential Fund”) and the BlackRock Strategic Completion
 
Non-Lendable Fund M (“BlackRock
Fund”) that are measured at fair value using the net asset value per unit (or its equivalent) and have not been categorized in the
fair value hierarchy.
 
The Stable Value
 
Fund invests primarily in guaranteed investment contracts, separate account contracts,
fixed income securities, wrapper contracts, and short-term investments.
 
The Prudential Fund invests primarily in U.S
Treasury,
 
agency, corporate, mortgage
 
-backed, and asset-backed securities.
 
The BlackRock Fund invests primarily in U.S.
Treasury Inflation Protected Securities, real estate
 
investment trusts, and commodities.
 
The FRDM Index Target
 
Date Funds
invest primarily in a combination of domestic U.S equity pools, international
 
equity pools, bond pools and short-term pools.
 
The fair value amounts presented in this table are intended to permit reconciliation
 
of the fair value hierarchy to the line items
presented in the statements of net assets available for benefits.
(2)
This class represents investments in the T. Rowe Price
 
Stable Value
 
Common Trust Fund P (“Stable Value
 
Fund”), Prudential
Core Plus Bond Fund (“Prudential Fund”) and the BlackRock Strategic Completion
 
Non-Lendable Fund M (“BlackRock
Fund”) that are measured at fair value using the net asset value per unit (or its equivalent) and have not been categorized in the
fair value hierarchy.
 
The Stable Value
 
Fund invests primarily in guaranteed investment contracts, separate account contracts,
fixed income securities, wrapper contracts, and short-term investments.
 
The Prudential Fund invests primarily in U.S
Treasury,
 
agency, corporate, mortgage
 
-backed, and asset-backed securities.
 
The BlackRock Fund invests primarily in U.S.
Treasury Inflation Protected Securities, real estate
 
investment trusts, and commodities.
 
The FIAM Index Target
 
Date Funds
invest primarily in a combination of domestic U.S equity pools, international
 
equity pools, bond pools and short-term pools.
 
The fair value amounts presented in this table are intended to permit reconciliation
 
of the fair value hierarchy to the line items
presented in the statements of net assets available for benefits.
During the years ended December 31, 2022 and 2021, there were no
 
transfers of investments between the levels of the fair value
hierarchy.
The valuation methods as described above may produce a fair value calculation
 
that may not be indicative of net realizable value or
reflective of future fair values.
 
Furthermore, although the Plan believes its valuation methods are
 
appropriate and consistent with other
market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
12
The following tables set forth additional disclosures of the Plan’s
 
investments that have fair value estimated using net asset value:
 
Fair Value
 
Estimated Using Net Asset Value
 
Per Share
 
December 31, 2022
 
Fair Value*
Unfunded
Commitment
Redemption
Frequency
Other
Redemption
Restrictions
Redemption
Notice Period
Investment:
FRDM Index Target
 
Date 2030
Commingled Pool Class T
$
105,674,709
$
n/a
Daily
n/a
n/a
T. Rowe Price Stable Value
 
Common
Trust Fund P
83,063,715
n/a
Daily
n/a
12 months
FRDM Index Target
 
Date 2040
Commingled Pool Class T
77,601,969
n/a
Daily
n/a
n/a
Prudential Core Plus Bond Fund
47,610,193
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2050
Commingled Pool Class T
45,581,918
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2020
Commingled Pool Class T
38,269,359
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2035
Commingled Pool Class T
22,406,447
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2025
Commingled Pool Class T
17,502,394
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2060
Commingled Pool Class T
11,565,310
n/a
Daily
n/a
n/a
BlackRock Strategic Completion
Non-Lendable Fund M
11,294,425
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2045
Commingled Pool Class T
11,260,976
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2055
Commingled Pool Class T
9,099,323
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2010
Commingled Pool Class T
6,392,480
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date Income
Commingled Pool Class T
3,728,408
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2015
Commingled Pool Class T
2,636,531
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2065
Commingled Pool Class T
992,167
n/a
Daily
n/a
n/a
FRDM Index Target
 
Date 2005
Commingled Pool Class T
275,737
n/a
Daily
n/a
n/a
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
13
Fair Value
 
Estimated Using Net Asset Value
 
Per Share
 
December 31, 2021
 
Fair Value*
Unfunded
Commitment
Redemption
Frequency
Other
Redemption
Restrictions
Redemption
Notice Period
Investment:
FIAM Index Target
 
Date 2030
Commingled Pool Class T
$
133,104,141
$
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2040
Commingled Pool Class T
97,140,715
n/a
Daily
n/a
n/a
T. Rowe Price Stable Value
 
Common
Trust Fund P
71,550,087
n/a
Daily
n/a
12 months
Prudential Core Plus Bond Fund
61,553,585
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2050
Commingled Pool Class T
55,931,759
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2020
Commingled Pool Class T
53,049,151
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2025
Commingled Pool Class T
21,251,482
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2035
Commingled Pool Class T
21,241,696
n/a
Daily
n/a
n/a
BlackRock Strategic Completion
Non-Lendable Fund M
18,661,915
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2060
Commingled Pool Class T
12,251,865
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2045
Commingled Pool Class T
11,606,972
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2010
Commingled Pool Class T
8,517,197
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2055
Commingled Pool Class T
7,687,563
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date Income
Commingled Pool Class T
4,533,535
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2015
Commingled Pool Class T
3,863,035
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2065
Commingled Pool Class T
822,805
n/a
Daily
n/a
n/a
FIAM Index Target
 
Date 2005
Commingled Pool Class T
585,036
n/a
Daily
n/a
n/a
Note 5 – Plan Termination
Although it has not expressed any intent to do so, the Company has the
 
right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to ERISA.
 
In the event of Plan termination, participants will become 100% vested in their accounts.
Note 6 – Party-in-Interest and Related Party Transactions
The Plan invests in
 
shares of funds managed
 
by an affiliate of
 
the Trustee as defined by
 
the Plan and,
 
therefore, these transactions in such
investments qualify as party-in-interest.
 
The Plan invests in the common stock of Henry Schein, Inc., which is a party-in-interest and a
related party to the Plan.
 
Notes receivable from participants also qualify as party-in-interest transactions.
 
The Plan provides for an
Employer Match, as discussed in Note 1(b), which qualifies as a party-in-interest.
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
NOTES TO FINANCIAL STATEMENTS
 
– (Continued)
14
Note 7 – Subsequent Events
In preparing the financial statements, Plan management has evaluated
 
events and transactions for potential recognition or disclosure
through June 23, 2023, the date the Plan’s financial statements are available to be issued and has determined no such subsequent
 
events
have occurred that would require adjustments to, or disclosures as stated herein.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
FORM 5500, SCHEDULE H, PART
 
IV,
 
LINE 4i SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
(EIN: 11-3136595
 
Plan Number: 003)
DECEMBER 31, 2022
15
(a)
(b)
(c)
(d)
(e)
Identity of issue, borrower,
Description of Investment including maturity date, rate
lessor or similar party
of interest, collateral, par or maturity value
Cost (a)
Current Value
Money market/cash and cash equivalents:
 
*
Fidelity Investments
Government Money Market Fund
a
$
184,027
**
Common Stock Fund:
 
Henry Schein, Inc.
 
Common Stock
a
$
54,226,139
Common Collective Trust Funds:
*
Fidelity Investments
 
FRDM Index Target Date 2030 Commingled Pool Class T
a
$
105,674,709
T. Rowe Price
 
Stable Value
 
Common Trust Fund - Class P
a
83,063,715
*
Fidelity Investments
 
FRDM Index Target Date 2040 Commingled Pool Class T
a
77,601,969
Prudential
Core Plus Bond Fund
a
47,610,193
*
Fidelity Investments
FRDM Index Target Date 2050 Commingled Pool Class T
a
45,581,918
*
Fidelity Investments
FRDM Index Target Date 2020 Commingled Pool Class T
a
38,269,359
*
Fidelity Investments
FRDM Index Target Date 2035 Commingled Pool Class T
a
22,406,447
*
Fidelity Investments
FRDM Index Target Date 2025 Commingled Pool Class T
a
17,502,394
*
Fidelity Investments
FRDM Index Target Date 2060 Commingled Pool Class T
a
11,565,310
BlackRock
 
Strategic Completion Non-Lendable Fund M
a
11,294,425
*
Fidelity Investments
FRDM Index Target Date 2045 Commingled Pool Class T
a
11,260,976
*
Fidelity Investments
FRDM Index Target Date 2055 Commingled Pool Class T
a
9,099,323
*
Fidelity Investments
FRDM Index Target Date 2010 Commingled Pool Class T
a
6,392,480
*
Fidelity Investments
FRDM Index Target Date Income Commingled Pool Class T
a
3,728,408
*
Fidelity Investments
FRDM Index Target Date 2015 Commingled Pool Class T
a
2,636,531
*
Fidelity Investments
FRDM Index Target Date 2065 Commingled Pool Class T
a
992,167
*
Fidelity Investments
FRDM Index Target Date 2005 Commingled Pool Class T
a
275,737
Total common collective trust funds
 
$
494,956,061
Shares of registered investment companies:
 
*
Fidelity Investments
 
500 Index Fund
a
$
185,480,875
American Funds
Growth Fund of America Class R6
a
112,531,650
Dodge & Cox
Stock Fund
a
72,402,142
Vanguard
Total International Stock Index Fund
a
68,386,082
Vanguard
 
Total Bond Market Index Fund
a
62,587,372
*
Fidelity Investments
 
Extended Market Index Fund
a
43,931,004
Neuberger Berman
Genesis Fund Class R6
a
35,326,537
*
Fidelity Investments
Low Priced Stock K6 Fund
a
34,386,998
*
Fidelity Investments
Diversified International K6 Fund
a
32,353,865
Total value of registered
 
investment companies
$
647,386,525
Total Investments
 
$
1,196,752,752
 
 
**
Participant Loans
Fully secured loans with interest charges at current
 
-0-
$
17,578,320
commercial rates (current loans range from 4.25% to
9.00% maturing through September 5, 2031)
 
 
*
 
Funds are managed by an affiliate of Fidelity Management Trust Company, a party-in-interest as defined by ERISA.
**
 
A party-in-interest as defined by ERISA.
a
 
The cost of participant-directed investments is not required to be disclosed
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
SIGNATURE
16
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator
 
has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
HENRY SCHEIN, INC. 401(k) SAVINGS
 
PLAN
Dated: June 23, 2023
/s/ Lorelei McGlynn
 
Lorelei McGlynn
 
Chairperson of the 401(k) Plan Administrative Committee
 
exhibit231
 
1
EXHIBIT 23.1
 
Consent of Independent Registered Public Accounting Firm
Henry Schein, Inc. 401(k) Savings Plan
Melville, New York
 
We hereby
 
consent to the incorporation by reference in the Registration Statement on Form S-8
 
(Nos. 333-253633, 333-212994, 333-
192788, 333-171400, 333-164360, 333-111914,
 
333-91778, 333-35144, 333-39893, 333-33193, and 333-05453) of Henry
 
Schein,
Inc.
 
of our report dated June 23, 2023, relating to the financial statements and supplemental
 
schedule of the Henry Schein, Inc. 401(k)
Savings Plan which appear in this Form 11
 
-K for the year ended December 31, 2022.
/s/ BDO USA, LLP
New York,
 
New York
June 23, 2023