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, 2020
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
HENRY
SCHEIN, INC. 401(k) SAVINGS PLAN
TABLE OF CONTENTS
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, 2020 and 2019,
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, 2020 and 2019, 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 4a-Schedule of Delinquent
Participant Contributions for the year ended December 31, 2020 and Schedule H,
Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2020 have 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 25, 2021
HENRY SCHEIN, INC. 401(k)
SAVINGS PLAN
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STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
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December 31,
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December 31,
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2020
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2019
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Assets
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Investments, at fair value (Note 4):
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Money market accounts
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$
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171,284
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$
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399,044
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Mutual funds
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1,111,232,745
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982,914,655
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Common collective trust funds
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160,039,452
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144,032,727
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Common stocks
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53,852,721
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64,782,656
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Total investments
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1,325,296,202
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1,192,129,082
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Receivables:
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Notes receivable from participants
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21,580,900
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22,430,866
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Employer’s contribution (Note 1(b))
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12,527,572
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28,372,172
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Other
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6,680
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247,196
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Total receivables
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34,115,152
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51,050,234
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Total Assets
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1,359,411,354
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1,243,179,316
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Liabilities
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Benefits claims payable
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36,095
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111,175
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Net assets available for benefits
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$
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1,359,375,259
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$
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1,243,068,141
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See accompanying Notes to
Financial Statements
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HENRY
SCHEIN, INC. 401(k) SAVINGS PLAN
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STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
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Year Ended
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December 31,
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December 31,
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2020
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2019
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Additions:
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Investment income:
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Interest and dividends:
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Money market fund and mutual funds
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$
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30,294,030
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$
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74,955,760
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Net appreciation (depreciation) in fair value of investments:
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Mutual funds
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139,770,708
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134,410,290
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Common stock
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(266,837)
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(6,068,337)
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Total investment income
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169,797,901
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203,297,713
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Participants’ contributions
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55,376,112
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58,611,774
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Employer’s contribution (Note 1(b))
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12,527,572
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28,372,172
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Interest income - notes receivable from participants
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1,135,531
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1,356,091
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Total additions
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238,837,116
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291,637,750
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Deductions:
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Benefits paid to participants
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121,315,257
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107,047,260
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Administrative expenses
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1,214,741
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1,224,907
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Total deductions
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122,529,998
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108,272,167
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Net increase in plan assets
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116,307,118
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183,365,583
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Net assets available for benefits, beginning of year
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1,243,068,141
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1,059,702,558
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Net assets available for benefits, end of year
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$
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1,359,375,259
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$
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1,243,068,141
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See accompanying Notes to
Financial Statements
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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. Effective December 1, 2015, 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
March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and
Economic Security (“CARES Act”) . The CARES Act, among other things, includes
several relief provisions available to tax-qualified retirement plans and their
participants. Plan management evaluated the relief provisions available to
plan sponsors under the CARES Act and implemented the following provisions:
•Special
Coronavirus Related Distributions for qualified individuals (impacted by
COVID-19 as set forth in the CARES Act) up to $100,000, available before
December 31, 2020
•
Increased available loan amount otherwise described in Note 1(f) for qualified
individuals to the lesser of $100,000 or 100% of the participant’s vested
account balance, available until September 22, 2020
• Allowed
qualified individuals to delay, up to one year, any loan repayments otherwise
due between the date the CARES Act was enacted and December 31, 2020
•
Suspended required minimum distributions for 2020
On May 1, 2020, the Plan was amended to (i) suspend all matching
contributions for all quarters commencing with the quarter that begins on June
28, 2020, (ii) provide for the recognition of prior service for employees of an
acquired entity, and (iii) provide for the elective transfer of any Eligible
Employee’s account balance under Modern Laboratory Services 401(k) Plan into
the Plan.
On October 29, 2020, the Plan was amended to reinstate matching
contributions effective for plan years beginning on and after January 1, 2021.
(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, 2020 and 2019.
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 $19,500 and $19,000 for years 2020 and 2019, respectively,
in accordance with the deferral limitations for such years under the Internal
Revenue Code (“IRC”). Subject to the amendment described in Note
1(a), the Plan also provides for matching contributions (the “Employer Match”).
Prior to the fiscal quarter beginning on June 28, 2020, the Employer Match was 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 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 2020 and 2019 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 year 2020 and $6,000
in year 2019. 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.
(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., and may have had an investment in the Covetrus,
Inc. Stock Fund in 2019 – see Note 4, Common Stock Funds for a
discussion of the Covetrus, Inc. Stock Fund.
(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:
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Vested
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Vesting
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percentage
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2 but less than 3 years
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20%
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3 but less than 4 years
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40%
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4 but less than 5 years
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60%
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5 or more years
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100%
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During 2019, the Plan was amended to provide for the full vesting,
effective February 7, 2019, of any participant who was a “Spinco Group Employee” pursuant to the merger
agreement with respect to the separation and subsequent merger of the Henry
Schein Animal Health Business with Vets First Choice. See Note 4, “Common
Stock” for a discussion of this separation and merger.
(e) Investments
Participants direct the investment of their
contributions and Company contributions into various investment options offered
by the Plan. The Plan currently offers twenty-three mutual funds, three common
collective trust funds, and a Company stock fund, subject to certain
limitations, as investment options for participants.
(f) Notes Receivable from Participants
Subject to the CARES Act amendment described in Note 1(a), 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.
HENRY
SCHEIN, INC. 401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
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, 2020 and 2019. 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. See Note 1(a) for discussion of relief
provisions available to plan participants under the CARES Act.
(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, 2020 and 2019, 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 $55 for each
participant in the Plan. Effective July 1, 2020, this fee was reduced to $53
per participant. 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 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 Match. Forfeited invested
accounts totaled $604,835 and $608,734 at December 31, 2020 and 2019,
respectively, and are included primarily in the Fidelity Retirement Money
Market account in the statements of net assets available for
benefits. Forfeitures in the amount of $944,430 and $773,621 will be
or have been used to offset Employer contributions for the years ended December
31, 2020 and 2019, 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.
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 appreciation (depreciation)
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.
HENRY
SCHEIN, INC. 401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
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, 2020
and 2019. 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, 2020 and December 31, 2019, two investments comprised 26.8% and
25.3% of net assets available for benefit, respectively.
Payment of Benefits
Benefits are recorded when paid.
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 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.
The Plan Administrator has analyzed the tax positions taken by the
Plan and has concluded that as of December 31, 2020 and 2019, there are no uncertain
positions taken, or expected to be taken, that would require recognition of a
liability or disclosure in the financial statements. 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.
HENRY
SCHEIN, INC. 401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
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, 2020 and 2019.
Money Market Accounts
Funds held in money market accounts are valued at the net asset
value of shares held by the Plan as of December 31, 2020 and 2019, 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, 2020 and 2019. 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 Stock Funds
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, 2020 and 2019. The Henry Schein, Inc. common stock
component of $53,852,721 and $61,003,364 is included within “Common stocks” on
the Statement of Net Assets Available for Benefits and the short-term cash
component of $171,284 and $389,876 is included within “Money market accounts”
on the Statement of Net Assets Available for Benefits as of December 31, 2020
and 2019.
On February 7, 2019, the Company completed the separation and
subsequent merger of the Henry Schein Animal Health Business with Vets First Choice.
This merger was accomplished by a series of transactions among the Company,
Vets First Choice, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly
owned subsidiary of Henry Schein, Inc. prior to February 7, 2019 and HS Merger
Sub, Inc., a wholly owned subsidiary of Covetrus. Following the separation and
merger, Covetrus was an independent, publicly traded company on the Nasdaq
Global Select Market.
As a result of this separation and merger, the Plan received a
distribution in the form of a certain number of shares of Covetrus, Inc. common
stock (“Covetrus Stock”) for each share of the Company’s common stock, par
value $.01 per share held in the Henry Schein, Inc. Common Stock Fund and the
Plan was amended to establish a “Covetrus, Inc. Stock Fund” to hold this
distribution. The Covetrus, Inc. Stock Fund was frozen immediately to
additional contributions and transfers into such fund, although Plan
participants were permitted to transfer amounts from the Covetrus, Inc. Stock
Fund to other investment options under the Plan prior to its termination. The
Covetrus, Inc. Stock Fund was terminated effective February 7, 2020. The
Covetrus, Inc. Stock Fund was an investment vehicle intended to invest solely
in shares of Covetrus Stock that were received by the Plan as a result of the
separation and merger, except to the extent short-term liquid investments are
necessary to satisfy the Covetrus, Inc. Stock Fund’s cash needs for transfers
and payments
As of December 31, 2019, the Covetrus, Inc. common stock component
of $3,779,292 is included within “Common stocks” on the Statement of Net Assets
Available for Benefits and the short-term cash component of $9,168 is included
within “Money market accounts” on the Statement of Net Assets Available for Benefits
as of December 31, 2019.
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)
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,
2020 and 2019:
|
|
|
December 31, 2020
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
Money market accounts
|
$
|
171,284
|
|
$
|
-
|
|
$
|
-
|
|
$
|
171,284
|
Mutual funds
|
|
1,111,232,745
|
|
|
-
|
|
|
-
|
|
|
1,111,232,745
|
Henry Schein, Inc. Common Stock Fund
|
|
53,852,721
|
|
|
-
|
|
|
-
|
|
|
53,852,721
|
|
Total investments in the fair value hierarchy
|
$
|
1,165,256,750
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,165,256,750
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trust funds(1)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
160,039,452
|
|
Total investments at fair value
|
$
|
1,165,256,750
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,325,296,202
|
|
|
|
December 31, 2019
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
Money market accounts
|
$
|
399,044
|
|
$
|
-
|
|
$
|
-
|
|
$
|
399,044
|
Mutual funds
|
|
982,914,655
|
|
|
-
|
|
|
-
|
|
|
982,914,655
|
Henry Schein, Inc. Common Stock Fund
|
|
61,003,364
|
|
|
|
|
|
|
|
|
61,003,364
|
Covetrus, Inc. Common Stock Fund
|
|
3,779,292
|
|
|
-
|
|
|
-
|
|
|
3,779,292
|
|
Total investments in the fair value hierarchy
|
$
|
1,048,096,355
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,048,096,355
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trust funds(1)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
144,032,727
|
|
Total investments at fair value
|
$
|
1,048,096,355
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,192,129,082
|
(1)
This
class represents investments in the T. Rowe Price Stable Value Common Trust
Fund (“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 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, 2020 and 2019, 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)
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, 2020
|
|
|
|
|
|
Fair Value*
|
|
Unfunded Commitment
|
|
Redemption Frequency
|
|
Other Redemption
Restrictions
|
|
Redemption Notice Period
|
Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Stable Value Common Trust Fund
|
$
|
76,318,125
|
|
$
|
n/a
|
|
|
Daily
|
|
|
n/a
|
|
12 months
|
Prudential Core Plus Bond Fund
|
|
66,279,377
|
|
|
n/a
|
|
|
Daily
|
|
|
n/a
|
|
n/a
|
BlackRock Strategic Completion Non-Lendable Fund M
|
|
17,441,950
|
|
|
n/a
|
|
|
Daily
|
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Estimated Using
Net Asset Value Per Share
|
|
|
|
December 31, 2019
|
|
|
|
|
|
Fair Value*
|
|
Unfunded Commitment
|
|
Redemption Frequency
|
|
Other Redemption
Restrictions
|
|
Redemption Notice Period
|
Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Stable Value Common Trust Fund
|
$
|
50,435,333
|
|
$
|
n/a
|
|
|
Daily
|
|
|
n/a
|
|
12 months
|
Prudential Core Plus Bond Fund
|
|
72,295,988
|
|
|
n/a
|
|
|
Daily
|
|
|
n/a
|
|
n/a
|
BlackRock Strategic Completion Non-Lendable Fund M
|
|
21,301,406
|
|
|
n/a
|
|
|
Daily
|
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The fair value of the investments have been estimated using the
net asset value of the investment.
|
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., and previously invested in the common stock
of Covetrus, Inc. which are parties-in-interest and related parties 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.
Note 7 – Delinquent Participant Contributions
In two incidents, the Company failed to remit certain
contributions and loan repayments to the Plan in a timely manner, according to
Department of Labor regulations for timing of transaction activity, in the
amounts of $8,810 for contributions and $1,296 for loan repayments in 2020.
The Company has since remitted the principal amount, and has calculated and
remitted lost earnings to the Plan related to these two incidents. While these
two transactions constituted prohibited transactions as defined by ERISA, they
were both found to be isolated and non-reoccurring incidents for which related
controls have been reviewed and remediated as necessary to mitigate the risk of
reoccurrence.
HENRY
SCHEIN, INC. 401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
Note 8 –
Subsequent Events
In preparing the financial statements, Plan management has
evaluated events and transactions for potential recognition or disclosure
through June 25, 2021, the date the Plan’s financial statements are available
to be issued.
HENRY SCHEIN, INC. 401(k) SAVINGS
PLAN
SCHEDULE H, PART IV, LINE 4a
DELINQUENT PARTICPANT CONTRIBUTIONS
(EIN: 11-3136595 Plan
Number: 003)
DECEMBER
31, 2020
|
|
|
|
Total That Constitutes Non-Exempt
Prohibited Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions
|
|
Total Fully
|
|
|
|
|
|
|
|
|
Contributions
|
|
Pending
|
|
Corrected Under
|
|
|
Participants Contributions
|
|
Contributions Not
|
|
Corrected
|
|
Correction in
|
|
VFCP and PTE
|
|
|
Transferred Late to the Plan
|
|
Corrected
|
|
Outside VFCP*
|
|
VFCP
|
|
2002-51
|
Check here if Late Participant Loan Repayments are included:
|
|
|
|
|
|
|
|
|
[x]
|
2020
|
$
|
10,106
|
|
|
$
|
10,106
|
$
|
0
|
$
|
10,106
|
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, 2020
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
Description of investment
|
|
|
|
|
|
|
|
|
|
|
including maturity date,
rate
|
|
|
|
|
|
|
Identity of issue, borrower,
|
|
of interest, collateral, par
or
|
|
|
|
|
|
|
lessor or similar party
|
|
maturity value
|
|
Cost
|
|
Current Value
|
|
|
Money market/cash and cash equivalents:
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Government Money Market Fund
|
|
a
|
$
|
171,284
|
|
|
|
|
|
|
|
|
|
|
|
**
|
|
Common Stock Funds:
|
|
|
|
|
|
|
|
|
|
|
Henry Schein, Inc.
|
|
Common Stock Fund
|
|
a
|
$
|
53,852,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Collective Trust Funds:
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price
|
|
Stable Value Common Trust Fund - Class A
|
|
a
|
$
|
76,318,125
|
|
|
|
|
Prudential
|
|
Core Plus Bond Fund
|
|
a
|
|
66,279,377
|
|
|
|
|
BlackRock
|
|
Strategic Completion Non-Lendable Fund M
|
|
a
|
|
17,441,950
|
|
|
|
|
Total common collective trust funds
|
|
|
|
|
|
160,039,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of registered investment companies:
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Spartan 500 Index Institutional Fund
|
|
a
|
$
|
192,058,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds
|
|
Growth Fund of America R6
|
|
a
|
|
168,902,850
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2030 Fund - Class W
|
|
a
|
|
120,380,512
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2040 Fund - Class W
|
|
a
|
|
83,407,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
|
|
Total Intl. Stock Index Fund
|
|
a
|
|
76,098,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard
|
|
Total Bond Market Index Fund
|
|
a
|
|
65,683,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* 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
FORM 5500, SCHEDULE H, PART IV,
LINE 4i SCHEDULE OF ASSETS (Continued)
(HELD AT
END OF YEAR)
(EIN:
11-3136595 Plan Number: 003)
DECEMBER
31, 2020
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
Description of investment
|
|
|
|
|
|
|
|
|
|
|
including maturity date,
rate
|
|
|
|
|
|
|
Identity of issue, borrower,
|
|
of interest, collateral, par
or
|
|
|
|
|
|
|
lessor or similar party
|
|
maturity value
|
|
Cost
|
|
Current Value
|
|
|
Shares of registered investment companies
|
|
|
|
|
|
|
|
|
(continued):
|
|
|
|
|
|
|
|
|
|
|
Dodge & Cox Stock Fund
|
|
Stock Fund
|
|
a
|
|
61,586,041
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2020 Fund - Class W
|
|
a
|
|
57,793,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Small Cap Index Institutional
|
|
Small Cap Index Institutional
|
|
a
|
|
53,414,124
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2050 Fund - Class W
|
|
a
|
|
45,080,877
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Diversified Intl. Fund - Class K6
|
|
a
|
|
43,473,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neuberger Berman
|
|
Genesis Trust
|
|
a
|
|
40,335,075
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Low Priced Stock Fund - Class K6
|
|
a
|
|
32,045,914
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2025 Fund - Class W
|
|
a
|
|
16,680,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* 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
FORM 5500, SCHEDULE H, PART IV,
LINE 4i SCHEDULE OF ASSETS (Continued)
(HELD AT
END OF YEAR)
(EIN:
11-3136595 Plan Number: 003)
DECEMBER
31, 2020
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
Description of investment
|
|
|
|
|
|
|
|
|
|
|
including maturity date,
rate
|
|
|
|
|
|
|
Identity of issue, borrower,
|
|
of interest, collateral, par
or
|
|
|
|
|
|
|
lessor or similar party
|
|
maturity value
|
|
Cost
|
|
Current Value
|
|
|
Shares of registered investment companies
|
|
|
|
|
|
|
|
|
|
|
(continued):
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2035 Fund - Class W
|
|
a
|
|
14,118,717
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2010 Fund - Class W
|
|
a
|
|
9,816,153
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2060 Fund - Class W
|
|
a
|
|
8,413,199
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2045 Fund - Class W
|
|
a
|
|
7,264,243
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index Income Fund
|
|
a
|
|
5,375,304
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2055 Fund - Class W
|
|
a
|
|
4,381,519
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2015 Fund - Class W
|
|
a
|
|
3,969,128
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2005 Fund - Class W
|
|
a
|
|
664,899
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Fidelity Investments
|
|
Freedom Index 2065 Fund - Class W
|
|
a
|
|
288,331
|
|
|
|
Total value of registered investment companies
|
|
|
|
|
|
1,111,232,745
|
|
|
Total Investments
|
|
|
|
|
$
|
1,325,296,202
|
|
|
|
|
|
|
|
|
|
|
|
**
|
|
|
Notes Receivable from Participants
|
|
Fully secured loans with interest charges at current
|
|
-0-
|
$
|
21,580,900
|
|
|
|
|
|
|
commercial rates (current loans range from 4.25% to
|
|
|
|
|
|
|
|
|
|
|
9.75% maturing through December 9, 2030)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Funds are managed by an affiliate of
Fidelity Management Trust Company, a party-in-interest as defined by ERISA.
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** A party-in-interest as defined by ERISA.
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a The cost of participant-directed
investments is not required to be disclosed.
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HENRY SCHEIN, INC. 401(k) SAVINGS PLAN
SIGNATURE
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.
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HENRY SCHEIN, INC. 401(k) SAVINGS PLAN
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Dated: June 25, 2021
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/s/ Lorelei McGlynn
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Lorelei McGlynn
|
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Chairperson of the 401(k) Plan Administrative Committee
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