8-K - HSIC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 7, 2023

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-27078

(Commission

File Number)

11-3136595

(IRS Employer

Identification No.)

135 Duryea Road

Melville

New York

(Address of principal executive offices)

11747

(Zip Code)

Registrant’s telephone number, including area code: (

631

)

843-5500

(Former name or former address, if changed since last

report.)

Check the appropriate box

below if the

Form 8-K filing is intended to simultaneously satisfy

the filing obligation of

the registrant under any

of the following

provisions:

☐

Written communications pursuant

to Rule 425

under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to

Rule 14a-12 under

the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to

Rule 14d-2(b) under

the Exchange Act

(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to

Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the

Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

HSIC

The

Nasdaq

Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

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.

☐

Item 2.02.

Results of Operations and Financial Condition.

On August 7, 2023, Henry Schein, Inc. issued a press release reporting

the financial results for the three and six

months ended July 1, 2023.

The full text of the press release is attached hereto as Exhibit 99.1 and

is incorporated

herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit

99.1 are considered furnished to the

Securities and Exchange Commission and are not deemed filed for purposes

of Section 18 of the Securities Exchange

Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibit 99.1 – Press Release dated August 7, 2023.

Exhibit 104 - Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to

be signed on its behalf by the undersigned hereunto duly authorized.

HENRY SCHEIN, INC.

By:

/s/ Ronald N. South

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal

Financial and Accounting Officer)

August 7, 2023

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated August 7, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS SOLID SECOND-QUARTER 2023 FINANCIAL RESULTS AND AFFIRMS

FULL-YEAR GUIDANCE

●

Achieved internal sales growth of 3.3%

in local currencies, excluding sales of PPE products and COVID-19

test kits, driven by strength in the North American

dental businesses

●

Second-quarter financial results with GAAP diluted EPS of $1.06,

and non-GAAP diluted EPS of $1.31,

reflecting solid core business growth offset by continued lower contributions from PPE products and COVID-

19 test kit sales

●

Affirms 2023 non-GAAP diluted EPS guidance of $5.18 to $5.35

MELVILLE, N.Y.,

August 7, 2023 –

Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health care

solutions to office-based dental and medical practitioners, today reported financial results for

the second quarter ended July 1,

2023.

“Today we are reporting solid results for the second quarter driven by our North America dental businesses with

strong equipment and steady general merchandise sales,

and continuing strength in sales of our technology and value-added

services, implants, biomaterials and endodontic products.

Demand for dental services and customer confidence continue to

improve, as evidenced by the ongoing investments our customers are

making in their practices,” said Stanley M. Bergman,

Chairman of the Board and Chief Executive Officer of Henry Schein. “Our outlook reflects

overall confidence in our

business and in the markets we serve.”

Mr. Bergman continued, “Our financial results and guidance demonstrate the continued advancement of our 2022-

2024 BOLD+1 Strategic Plan.

are successfully executing the key initiatives, including expanding our

specialty products

and value-added services portfolios, optimizing our distribution businesses,

leveraging key customer relationships and

driving digital transformation.

Year

to date,

we have committed over $1 billion to acquisitions that accelerate

the

implementation of our strategic plan, adding high-growth, high-margin products

and services to our offering. With this clear

focus, we believe we are well-positioned to further enhance Henry Schein’s leadership in the markets that we serve and

deliver long-term sustainable shareholder value.”

Second-Quarter Financial Results

●

Total

net sales

for the quarter were $3.1 billion, an increase of 2.3% compared with

the second quarter of 2022. The

2.3% increase included a 0.2%

decrease in local currencies excluding acquisitions,

2.9% growth from acquisitions,

-2-

and a 0.4% decrease related to foreign currency exchange

. Sales of PPE products and COVID-19 test kits in the

quarter were $163 million, a decrease of $96 million versus the prior-year

period. When excluding sales of PPE

products and COVID-19 test kits, second-quarter internal sales growth

in local currencies was 3.3% compared with

the prior-year period.

●

GAAP net income

for the quarter was $140 million, or $1.06 per diluted share, compared with

second-quarter 2022

GAAP net income of $160 million, or $1.16 per diluted share.

●

Non-GAAP net income

for the quarter was $173 million, or $1.31

per diluted share, compared with second-quarter

2022 non-GAAP net income of $179 million, or $1.30 per diluted share

2,4

and excludes restructuring expenses of $18

million, or $0.10 per diluted share, and amortization expense of acquired

intangible assets of $34 million, or $0.15

per diluted share.

●

Second-quarter 2023 GAAP and non-GAAP diluted EPS was impacted

by a decreased contribution from

lower PPE and COVID-19 test kit sales estimated to be $0.08 per diluted

share relative to the prior-year

period.

●

The Company’s accelerated progress in implementing the 2022-2024 BOLD+1 Strategic Plan, including

increased capital deployment for acquisitions,

has

affected quarterly financial results more than in previous

years. The second quarter 2023 GAAP and non-GAAP diluted EPS included

high acquisition activity that

resulted in high acquisition expenses, which were offset by acquisition-related fair

value adjustments,

including a related remeasurement gain resulting from the purchase of a controlling

interest of a previously

held equity investment,

as illustrated in Exhibit C

●

Global Dental sales

were $2.0 billion

for the quarter, an increase of 5.6%

compared with the prior-year period,

driven by the North America dental businesses, reflecting increasing patient

traffic,

and dental practitioners’

continued investment in technology and equipment. Internally generated

sales increased 2.0% in local currencies and

acquisitions contributed 4.2% growth. This growth was offset by a 0.6%

decrease related to foreign currency

exchange

. The 2.0% internal sales increase in local currencies reflects

a 2.1% increase in North America and 1.8%

growth internationally.

●

Global Dental consumable merchandise internal sales increased

by 0.7% in local currencies. Excluding

sales of PPE products, internal sales growth increased 2.8% in local currencies.

●

Global Dental equipment internal sales increased

by 6.4% in local currencies,

with continued strong

growth in traditional equipment sales and digital equipment sales

returning to growth.

●

Global Medical sales were $1.0 billion

for the quarter, a decrease of 4.6% compared with the prior-year period.

Internally generated sales decreased 5.3% in local currencies,

acquisitions contributed 0.8% growth, and foreign

See Exhibit A for details of sales growth.

See Exhibit B for a reconciliation of GAAP net income and diluted

EPS to non-GAAP net income and diluted EPS.

See Exhibit C for details of acquisition expense and acquisition-related

adjustments.

Reference to diluted EPS refers to diluted EPS attributable to Henry

Schein, Inc.

-3-

currency exchange resulted in a decrease of 0.1%

. Internal sales increased 2.0% in local currencies when excluding

sales of PPE products and COVID-19 test kits and were impacted

by lower flu cases versus the prior year which

resulted in lower point-of-care diagnostic test and related product sales.

●

Global Technology and Value

-Added Services sales

were $193 million

for the quarter, an increase of 6.7%

compared with the prior-year period,

driven by the strength of Henry Schein One.

This included 5.5% internal sales

growth in local currencies and 1.5% growth from acquisitions,

offset by a 0.3% decrease related to foreign currency

exchange

. Growth continued to be driven by Dentrix Ascend and Dentally

cloud-based solutions,

and by revenue

cycle management solutions driven by a higher volume of e-claims.

Year

-to-Date Financial Results

●

Total

net sales

for the first half of 2023

were $6.2 billion, a decrease of 0.8% compared with the first half

of 2022.

The 0.8% decrease included a 2.0% internal decrease in local currencies,

2.2% growth from acquisitions, and a 1.0%

decrease related to foreign currency exchange. First-half internal sales growth

in local currencies excluding sales of

PPE and COVID-19 related products was 4.8% compared with the prior year.

●

GAAP net income

for the first half of 2023 was $261 million, or $1.97 per diluted

share, compared with first half

2022 GAAP net income of $341 million, or $2.46 per diluted share.

●

Non-GAAP net income

for the first half of 2023 was $334 million, or $2.52 per diluted share, compared

with first

half 2022 non-GAAP net income of $380 million, or $2.74 per diluted share

2,4

●

Year

-to-date 2023 GAAP and non-GAAP diluted EPS included high acquisition

expenses, which were offset

by acquisition-related fair value adjustments, including a related remeasurement gain

resulting from the

purchase of a controlling interest of a previously held equity investment,

as illustrated in Exhibit C

Capital Deployment

To accelerate the implementation of its 2022-2024 BOLD+1 Strategic Plan, the Company invested $250 million in

business acquisitions in the second quarter of this year, and has committed over $1 billion in capital to announced

acquisitions year to date.

Also, during the second quarter of 2023 the Company repurchased

approximately 638,000 shares of its common

stock at an average price of $78.36 per share,

for a total of $50 million. The impact of the repurchase of

shares on second-

quarter diluted EPS was immaterial. At quarter-end, Henry Schein

had approximately $365 million authorized and available

for future stock repurchases.

In July 2023,

the Company closed on a new $750 million credit facility and amended

its existing $1 billion revolving

credit facility, providing $1.8 billion of available borrowing capacity for working capital and general corporate purposes,

including, but not limited to, capital expenditures, the repurchase of

the Company’s capital stock and permitted refinancing of

existing debt, as well as for funding potential acquisitions.

-4-

2023 Financial Guidance

Guidance for 2023 is for current continuing operations as well as announced

acquisitions and does not include the

impact of future share repurchases, potential future acquisitions, restructuring

and integration expenses,

and amortization

expense of acquired

intangible assets.

This guidance also assumes that foreign currency exchange

rates remain generally

consistent with current levels and that end markets remain consistent with current

market conditions.

●

2023 sales growth is expected to be approximately 1% to 3% over 2022,

unchanged from prior guidance.

●

2023 sales of PPE products are now expected to decrease about 25%

to 30%, versus prior guidance of a decrease

of approximately 20% to 25%.

●

2023 sales of COVID-19 test kits are now expected to decrease by approximately

70% to 80%, versus prior

guidance of a decrease of approximately 65% to 70%.

●

2023 non-GAAP operating margin is expected to be 10 to 15 basis points below 2022 non-GAAP

operating margin

of 8.2%, largely a result of lower PPE products and COVID-19 test kit sales and

profits. 2023 guidance reflects high

single-digit to low double-digit growth in non-GAAP operating income

over 2022 when excluding the contribution

from PPE products and COVID-19 test kits.

●

2023 non-GAAP diluted EPS

●

Remains unchanged at $5.18 to $5.35, which is -4% to -1% compared with

2022 non-GAAP diluted EPS of

$5.38, and includes the previously announced $0.05 to $0.10 dilution

from 2023 acquisitions,

which is consistent

with our prior guidance, and has been updated to include second quarter

results and the impact of all acquisitions

that have been announced so far this year. The net impact of acquisition expenses and acquisition-related fair

value adjustments,

including a related remeasurement gain resulting from the purchase of

a controlling interest of

a previously held equity investment, is expected to be insignificant

for 2023, and has

also been included in this

guidance.

●

The impact on 2023 non-GAAP diluted EPS from lower contributions

to earnings from sales of PPE products

and COVID-19 test kits is estimated to be $0.35 to $0.40, unchanged

from prior guidance.

●

The Company expects

year-over-year growth in diluted EPS to be higher in the fourth quarter than in the third

quarter.

Adjustments to 2023 GAAP Diluted EPS

The Company is providing guidance for 2023 diluted EPS on a non-GAAP

basis, as noted

above.

The Company is

not providing a reconciliation of its 2023 non-GAAP guidance

to its projected 2023 diluted EPS prepared on a GAAP basis.

This is because the Company is unable to provide without unreasonable

effort an estimate of integration and restructuring

costs related to an ongoing initiative to drive operating efficiencies, including the corresponding

tax effect that will be

-5-

included in the Company’s 2023 diluted EPS prepared on a GAAP basis. The inability to provide this reconciliation

is due to

the uncertainty and inherent difficulty of predicting the occurrence, magnitude,

financial impact and timing of related costs.

Management does not believe these items are representative of the Company’s underlying business performance.

For

the same reasons, the Company is unable to address the probable significance

of the unavailable information, which could be

material to future results.

Second-Quarter 2023 Conference Call Webcast

The Company will hold a conference call to discuss second-quarter 2023

financial results today, beginning at 10:00

a.m. Eastern time. Individual investors are invited to listen to the conference

call through Henry Schein’s website by visiting

www.henryschein.com/IRwebcasts.

In addition, a replay will be available beginning shortly

after the call has ended for a

period of one week.

The Company will be posting slides that provide a summary of its second-quarter

2023 financial results on its

website at https://www.henryschein.com/us-en/Corporate/investor-presentations.aspx

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care

professionals powered by a network of

people and technology. With more than 23,000 Team

Schein Members worldwide, the Company's network of trusted

advisors provides more than 1 million customers globally with more

than 300 valued solutions that help improve operational

success and clinical outcomes. Our Business, Clinical, Technology, and Supply Chain solutions help office-based dental and

medical practitioners work more efficiently so they can provide quality care more

effectively. These solutions also support

dental laboratories, government and institutional health care clinics, as well

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

in our distribution centers.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville,

N.Y.,

and has operations or affiliates in 33 countries and territories. The Company's sales reached

$12.6 billion in 2022, and

have grown at a compound annual rate of approximately 12.1 percent since Henry

Schein became a public company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein,

Instagram.com/HenrySchein,

and Twitter.com/HenrySchein

Cautionary Note Regarding Forward-Looking Statements and Use

of Non-GAAP Financial Information

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 include EPS guidance and 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. A fuller discussion of our operations, financial

-6-

condition and status of litigation matters, including factors that may

affect our business and future prospects, is contained in

documents we have filed with the United States Securities and Exchange Commission,

or SEC, including our Annual Report

on Form 10-K, and will be contained in all subsequent periodic filings

we make with the SEC. These documents identify in

detail important risk factors that could cause our actual performance to differ materially

from current expectations. Forward

looking statements include the overall impact of the Novel Coronavirus Disease

2019 (COVID-19) on the Company, its

results of operations, liquidity and financial condition (including any

estimates of the impact on these items), the rate and

consistency with which dental and other practices resume or maintain

normal operations in the United States and

internationally, expectations regarding personal protective equipment (“PPE”) products and COVID-19 related product sales

and inventory levels, whether additional resurgences or variants of the virus will adversely

impact the resumption of normal

operations, whether supply chain disruptions will adversely impact our

business, the impact of integration and restructuring

programs as well as of any future acquisitions, general economic conditions

including exchange rates, inflation and recession,

and more generally current expectations regarding performance in current

and future periods. Forward looking statements

also include the (i) ability of the Company to have continued access to a

variety of COVID-19 test types, and expectations

regarding COVID-19 test sales, demand and inventory levels, and

(ii) potential for the Company to distribute the COVID-19

vaccines and ancillary supplies.

Risk factors and uncertainties that could cause actual results to differ materially from

current and historical results

include, but are not limited to: risks associated with COVID-19

and any variants thereof, as well as other disease outbreaks,

epidemics, pandemics, or similar wide-spread public health concerns

and other natural disasters; our dependence on third

parties for the manufacture and supply of our products; our ability to

develop or acquire and maintain and protect new

products (particularly technology products) and technologies that achieve

market acceptance with acceptable margins;

transitional challenges associated with acquisitions, dispositions and

joint ventures, including the failure to achieve

anticipated synergies/benefits; legal, regulatory, compliance, cybersecurity, financial and tax risks associated with

acquisitions, dispositions and joint ventures; certain provisions

in our governing documents that may discourage third-party

acquisitions of us; adverse changes in supplier rebates or other purchasing

incentives; risks related to the sale of corporate

brand products; effects of a highly competitive (including, without limitation, competition

from third-party online commerce

sites) and consolidating market; the repeal or judicial prohibition on implementation

of the Affordable Care Act; changes in

the health care industry; 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 and domestic

macroeconomic and political conditions, including inflation, deflation,

recession, fluctuations in energy pricing and the value

of the U.S. dollar as compared to foreign currencies and changes to other economic

indicators, international trade agreements,

potential trade barriers and terrorism; failure to comply with existing and

future regulatory requirements; risks associated

with the EU Medical Device Regulation; failure to comply with laws

and regulations relating to health care fraud or other

laws and regulations; failure to comply with laws and regulations

relating to the collection, storage and processing of

sensitive personal information or standards in electronic health records

or transmissions; changes in tax legislation; risks

related to product liability, intellectual property and other claims; litigation risks; new or unanticipated litigation

developments and the status of litigation matters; risks associated with

customs policies or legislative import restrictions;

cyberattacks or other privacy or data security breaches; risks associated with

our global operations; our dependence on our

senior management, employee hiring and retention, and our relationships with

customers, suppliers and manufacturers; and

disruptions in financial markets. 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 except as required by law.

Included within the press release are non-GAAP financial measures

that supplement the Company’s Consolidated

Statements of Income prepared under generally accepted accounting

principles (GAAP). These non-GAAP financial

measures adjust the Company’s actual results prepared under GAAP to exclude certain items. In the schedules

attached to the

press release, the non-GAAP measures have been reconciled to and should be

considered together with the Consolidated

Statements of Income. 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. The impact of certain items

that are excluded include integration and

restructuring costs, and amortization of acquisition-related assets,

because the amount and timing of such charges are

significantly impacted by the timing, size, number and nature of the

acquisitions we consummate and occur on an

-7-

unpredictable basis. 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.

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Ann Marie Gothard

Vice President, Global Corporate Media Relations

annmarie.gothard@henryschein.com

(631) 390-8169

(TABLES TO FOLLOW)

-8-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

Six Months Ended

July 1,

June 25,

July 1,

June 25,

2023

2022

2023

2022

Net sales

3,100

3,030

6,160

6,209

Cost of sales

2,125

2,085

4,219

4,291

Gross profit

975

945

1,941

1,918

Operating expenses:

Selling, general and administrative

707

680

1,424

1,362

Depreciation and amortization

Restructuring costs

Operating income

201

220

376

464

Other income (expense):

Interest income

Interest expense

(19)

(8)

(33)

(15)

Other, net

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

186

214

349

453

Income taxes

(41)

(52)

(80)

(109)

Equity in earnings of affiliates

Net income

148

167

276

353

Less: Net income attributable to noncontrolling interests

(8)

(7)

(15)

(12)

Net income attributable to Henry Schein, Inc.

140

160

261

341

Earnings per share attributable to Henry Schein, Inc.:

Basic

1.07

1.17

1.99

2.49

Diluted

1.06

1.16

1.97

2.46

Weighted-average common

shares outstanding:

Basic

130,905,899

137,350,488

131,136,450

137,323,076

Diluted

131,873,174

138,869,064

132,465,749

139,055,205

Note: Certain prior period amounts have been reclassified to conform to the current period presentation.

-9-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

July 1,

December 31,

2023

2022

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

137

117

Accounts receivable, net of allowance for credit losses of $70 and $65

1,468

1,442

Inventories, net

1,843

1,963

Prepaid expenses and other

463

466

Total current assets

3,911

3,988

Property and equipment, net

439

383

Operating lease right-of-use assets

290

284

Goodwill

3,335

2,893

Other intangibles, net

678

587

Investments and other

493

472

Total assets

9,146

8,607

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

817

1,004

Bank credit lines

325

103

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

275

314

Taxes

129

132

Other

590

592

Total current liabilities

2,276

2,224

Long-term debt

1,133

1,040

Deferred income taxes

Operating lease liabilities

284

275

Other liabilities

397

361

Total liabilities

4,140

3,936

Redeemable noncontrolling interests

820

576

Commitments and contingencies

Stockholders' equity:

Preferred stock, $0.01 par value, 1,000,000 shares authorized,

none outstanding

Common stock, $0.01 par value, 480,000,000 shares authorized,

130,576,806 outstanding on July 1, 2023 and

131,792,817 outstanding on December 31, 2022

Additional paid-in capital

Retained earnings

3,769

3,678

Accumulated other comprehensive loss

(210)

(233)

Total Henry Schein, Inc. stockholders' equity

3,560

3,446

Noncontrolling interests

626

649

Total stockholders' equity

4,186

4,095

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

9,146

8,607

-10-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)

(unaudited)

Three Months Ended

Six Months Ended

July 1,

June 25,

July 1,

June 25,

2023

2022

2023

2022

Cash flows from operating activities:

Net income

148

167

276

353

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

111

108

Non-cash restructuring charges

Stock-based compensation expense

Provision for (benefit from) losses on trade and other accounts receivable

(1)

Benefit from deferred income taxes

(5)

(12)

(3)

(15)

Equity in earnings of affiliates

(3)

(5)

(7)

(9)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(5)

(1)

Other

(8)

(6)

(9)

(13)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

Inventories

100

163

Other current assets

(30)

(63)

(1)

(37)

Accounts payable and accrued expenses

(52)

(10)

(295)

(198)

Net cash provided by operating activities

274

157

301

250

Cash flows from investing activities:

Purchases of fixed assets

(37)

(24)

(68)

(43)

Payments related to equity investments and business acquisitions,

net of cash acquired

(250)

(2)

(251)

(7)

Proceeds from loan to affiliate

Other

(15)

(8)

(24)

(15)

Net cash used in investing activities

(301)

(32)

(340)

(59)

Cash flows from financing activities:

Net change in bank borrowings

218

Proceeds from issuance of long-term debt

377

408

Principal payments for long-term debt

(365)

(4)

(366)

(57)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(50)

(110)

(150)

(110)

Payments for taxes related to shares withheld for employee taxes

(3)

(33)

(29)

Distributions to noncontrolling shareholders

(2)

(7)

(6)

(12)

Acquisitions of noncontrolling interests in subsidiaries

(5)

(9)

(13)

(19)

Net cash provided by (used in) financing activities

(133)

(195)

Effect of exchange rate changes on cash and cash equivalents

(10)

(6)

Net change in cash and cash equivalents

(18)

(10)

Cash and cash equivalents, beginning of period

126

117

118

Cash and cash equivalents, end of period

137

108

137

108

-11-

Exhibit A - Second Quarter Sales

Henry Schein, Inc.

2023 Second Quarter

Sales Summary

(in millions)

(unaudited)

Q2 2023 over Q2 2022

Local Currency Growth

Global

Q2 2023

Q2 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,514

1,442

0.7%

4.8%

5.5%

-0.6%

4.9%

Dental Equipment

443

411

6.4%

2.0%

8.4%

-0.4%

8.0%

Total Dental

1,957

1,853

2.0%

4.2%

6.2%

-0.6%

5.6%

Medical

950

996

-5.3%

0.8%

-4.5%

-0.1%

-4.6%

Total Health Care Distribution

2,907

2,849

-0.6%

3.0%

2.4%

-0.3%

2.1%

Technology and Value

-Added Services

193

181

5.5%

1.5%

7.0%

-0.3%

6.7%

Total Global

3,100

3,030

-0.2%

2.9%

2.7%

-0.4%

2.3%

Local Currency Growth

North America

Q2 2023

Q2 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

897

881

0.0%

2.3%

-0.5%

1.8%

Dental Equipment

272

243

9.8%

3.3%

13.1%

-0.8%

12.3%

Total Dental

1,169

1,124

2.1%

2.5%

4.6%

-0.5%

4.1%

Medical

925

977

-5.3%

0.0%

-5.3%

0.0%

-5.3%

Total Health Care Distribution

2,094

2,101

-1.4%

1.4%

0.0%

-0.3%

Technology and Value

-Added Services

168

158

4.5%

1.7%

6.2%

-0.2%

6.0%

Total North America

2,262

2,259

-0.9%

1.3%

0.4%

-0.2%

0.2%

Local Currency Growth

International

Q2 2023

Q2 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

617

561

1.9%

8.7%

10.6%

-0.7%

9.9%

Dental Equipment

171

168

1.6%

0.0%

1.6%

0.1%

1.7%

Total Dental

788

729

1.8%

6.7%

8.5%

-0.5%

8.0%

Medical

-5.4%

40.6%

35.2%

-1.5%

33.7%

Total Health Care Distribution

813

748

1.7%

7.5%

9.2%

-0.6%

8.6%

Technology and Value

-Added Services

12.7%

0.0%

12.7%

-1.7%

11.0%

Total International

838

771

2.0%

7.3%

9.3%

-0.6%

8.7%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-12-

Exhibit A - Year

-to-Date Sales

Henry Schein, Inc.

2023 Second Quarter Year

-to-Date

Sales Summary

(in millions)

(unaudited)

Q2 2023 Year

-to Date over Q2 2022 Year

-to-Date

Local Currency Growth

Global

Q2 2023

Q2 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

3,001

2,870

2.4%

3.6%

6.0%

-1.5%

4.5%

Dental Equipment

854

811

5.2%

1.7%

6.9%

-1.5%

5.4%

Total Dental

3,855

3,681

3.0%

3.2%

6.2%

-1.5%

4.7%

Medical

1,921

2,168

-11.7%

0.4%

-11.3%

-0.1%

-11.4%

Total Health Care Distribution

5,776

5,849

-2.5%

2.2%

-0.3%

-0.9%

-1.2%

Technology and Value

-Added Services

384

360

6.0%

1.5%

7.5%

-0.8%

6.7%

Total Global

6,160

6,209

-2.0%

2.2%

0.2%

-1.0%

-0.8%

Local Currency Growth

North America

Q2 2023

Q2 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,793

1,749

0.6%

2.5%

3.1%

-0.6%

2.5%

Dental Equipment

520

480

6.2%

3.0%

9.2%

-0.9%

8.3%

Total Dental

2,313

2,229

1.8%

2.6%

4.4%

-0.6%

3.8%

Medical

1,876

2,127

-11.8%

0.0%

-11.8%

0.0%

-11.8%

Total Health Care Distribution

4,189

4,356

-4.8%

1.3%

-3.5%

-0.3%

-3.8%

Technology and Value

-Added Services

334

314

5.0%

1.7%

6.7%

-0.1%

6.6%

Total North America

4,523

4,670

-4.2%

1.4%

-2.8%

-0.3%

-3.1%

Local Currency Growth

International

Q2 2023

Q2 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,208

1,121

5.0%

5.6%

10.6%

-2.9%

7.7%

Dental Equipment

334

331

3.7%

0.0%

3.7%

-2.5%

1.2%

Total Dental

1,542

1,452

4.7%

4.3%

9.0%

-2.8%

6.2%

Medical

-5.9%

18.7%

12.8%

-3.6%

9.2%

Total Health Care Distribution

1,587

1,493

4.4%

4.7%

9.1%

-2.8%

6.3%

Technology and Value

-Added Services

13.1%

0.0%

13.1%

-5.1%

8.0%

Total International

1,637

1,539

4.7%

4.6%

9.3%

-3.0%

6.3%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-13-

Exhibit B

Henry Schein, Inc.

2023 Second Quarter

Reconciliation of reported GAAP net income and diluted EPS attributable to

Henry Schein, Inc.

to non-GAAP net income and diluted EPS attributable to Henry Schein,

Inc.

(in millions, except per share data)

(unaudited)

Second Quarter

Year

-to-Date

2023

2022

Growth

2023

2022

Growth

Net income attributable to Henry Schein, Inc.

140

160

(13.3)

261

341

(23.6)

Diluted EPS attributable to Henry Schein, Inc.

1.06

1.16

(8.6)

1.97

2.46

(19.9)

Non-GAAP Adjustments

Restructuring costs, net of tax

(1)

Acquisition intangible amortization, net of tax (2)

Non-GAAP adjustments to net income

Non-GAAP adjustments to diluted EPS

0.25

0.14

0.55

0.28

Non-GAAP net income attributable to Henry Schein, Inc.

173

179

(4.1)

334

380

(12.3)

Non-GAAP diluted EPS attributable to Henry Schein, Inc.

1.31

1.30

0.8

2.52

2.74

(8.0)

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.

Net income growth rates are

based on actual values and may not

recalculate due to rounding.

Amounts may not sum due to rounding.

(1)

Restructuring Costs

The following table presents details of our restructuring costs:

Second Quarter

Year

-to-Date

2023

2022

2023

2022

Restructuring costs - pre-tax, as reported

Income tax benefit

(4)

(12)

Amount attributable to noncontrolling interests

(1)

(2)

Restructuring costs, net

Q2 2023 restructuring costs primarily consisted of employee severance

and costs related to the exit of facilities.

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

Second Quarter

Year

-to-Date

2023

2022

2023

2022

Acquisition intangible amortization - pre-tax, as reported

Income tax benefit

(9)

(8)

(16)

Amount attributable to noncontrolling interests

(5)

(4)

(9)

(8)

Acquisition intangible amortization, net

-14-

Exhibit C

Henry Schein, Inc.

2023 Second Quarter

Acquisition Expenses and Acquisition-Related Adjustments

(in millions, except per share data)

(unaudited)

Q2 2023

YTD 2023

Operating

Income

EPS

Operating

Income

EPS

Acquisition Expenses*

(6)

(0.04)

(13)

(0.08)

Acquisition-Related Fair Value

Adjustments**

0.09

0.05

0.01

Q2 2022

YTD 2022

Operating

Income

EPS

Operating

Income

EPS

Acquisition Expenses*

(2)

(0.01)

(3)

(0.02)

Acquisition-Related Fair Value

Adjustments**

0.01

0.02

* Acquisition expenses include direct costs of acquisitions (primarily third-party

professional fees).

** Net acquisition-related fair value adjustments include remeasurement

gain resulting from the purchase of a controlling interest of a

previously held equity investment, impact from non-cash step-up inventory

adjustments and fair value adjustments to contingent

considerations.