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):

February 27, 2024

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 February 27, 2024, Henry Schein, Inc. issued a press release

reporting the financial results for the three

months and full year ended December 30, 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 February 27, 2024.

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)

February 27, 2024

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated February 27, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS FOURTH-QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS

AND INTRODUCES 2024 FINANCIAL GUIDANCE

●

Fourth quarter GAAP diluted EPS of $0.13.

●

Solid fourth quarter financial results in line with the Company’s guidance provided on November 13, 2023.

●

Fourth quarter non-GAAP diluted EPS of $0.66, reflects:

●

$0.05 of acquisition-related expenses and adjustments,

and

●

an estimated $0.70 to $0.75 from the cybersecurity incident.

●

Introduces guidance for full-year 2024 non-GAAP diluted EPS of $5.00 to $5.16,

reflecting growth of 11% to

15% compared with 2023, and full-year 2024 Adjusted EBITDA growth of more than 15%.

MELVILLE, N.Y.,

February 27, 2024 –

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 fourth quarter and full year

ended December 30, 2023.

“We are pleased with our performance in the fourth quarter and for the full year 2023,

which was in line with our

expectations and reflects

a solid recovery from last year’s cybersecurity incident,” said Stanley M. Bergman, Chairman

of the

Board and Chief Executive Officer of Henry Schein.

“Our fourth quarter financial results included strong growth in our

Technology and Value-Added

Services businesses, and in global sales of implants and biomaterials

largely driven by

acquisitions, and were negatively impacted by higher-than-usual acquisition-related

expenses and adjustments,” Mr.

Bergman said.

“The 2024 guidance we are introducing today reflects our continued confidence

in the stability of the underlying

markets we serve,

our recovery efforts from the cybersecurity incident, and the execution of our

Strategic Plan.

For 2024,

while we expect to have some short-term residual impact on merchandise

sales from the incident, we believe we will

continue to strengthen our leading market position.

We are also introducing Adjusted EBITDA guidance as we believe this

provides investors with an additional metric that reflects

the performance of the business as we pivot to higher-growth,

higher-margin products and services.” Mr. Bergman added, “We believe we are well positioned to grow the business in line

with our financial goals of high-single-digit to low-double-digit operating

income and earnings per share by continuing to

execute on our BOLD+1 Strategic Plan.”

-2-

Fourth-Quarter 2023 Financial Results

●

Total

net sales

for the quarter were $3.0 billion, a decrease of 10.5%

compared with the fourth quarter of 2022. This

reflects an internal sales decrease of 12.0%,

calculated at constant foreign exchange rates, excluding sales from

acquisitions, and adjusting for the extra week in 2022.

●

Total net sales reflect an estimated reduction of $350 million to $400 million, or 10% to 12%, due to the

cybersecurity incident.

●

Fourth-quarter sales and internal sales growth are summarized below and included

in detail as Exhibit A

Sales

($ Billion)

Internal

Growth/(Decrease)

(%)

Global Dental

$1.8

(10.9%)

Merchandise

$1.3

(11.3%)

Equipment

$0.5

(9.7%)

Global Medical

$1.0

(17.0%)

Global Technology and Value

-Added Services

$0.2

7.1%

TOTAL SALES

$3.0

(12.0%)

●

GAAP net income

for the quarter was $18 million, or $0.13 per diluted share

, which includes acquisition expenses

and acquisition-related adjustments

of $0.05 per diluted share. Fourth-quarter 2022 GAAP

net income was $47

million, or $0.34 per diluted share, which includes acquisition expenses and

acquisition-related adjustments

of $0.02

per diluted share.

●

Non-GAAP net income

for the quarter was $86 million, or $0.66

per diluted share

, which includes acquisition

expenses and acquisition-related adjustments

of $0.05 per diluted share. Fourth-quarter 2022

non-GAAP net income

was $184 million, or $1.35 per diluted share, which includes acquisition

expenses and acquisition-related

adjustments

of $0.02 per diluted share. of the Company’s reconciliation of GAAP net income to non-GAAP net

income is summarized in detail as Exhibit B.

●

GAAP and non-GAAP net income

were negatively impacted by an estimated $0.70 to $0.75 per diluted

share,

attributable to the business interruption impact and recovery from

the cybersecurity incident.

See Exhibit A for details of sales growth. Internal sales growth is calculated

from total net sales using constant foreign

exchange rates, excluding sales for acquisitions, and adjusting for the extra

week in 2022.

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 Adjusted EBITDA for the fourth quarter and

full-year 2023. The Company will calculate full-year

2024 Adjusted EBITDA in the same manner.

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

adjustments included in GAAP and non-GAAP

net income.

Reference to diluted EPS refers to diluted EPS attributable to Henry

Schein, Inc.

-3-

Full-Year

2023 Financial Results

●

Total

net sales

for 2023 were $12.3 billion, a decrease of 2.4%

compared with 2022. This reflects an internal sales

decrease of 4.4%, calculated at constant foreign exchange rates,

excluding sales from acquisitions, and adjusting for

the extra week in 2022. The Company’s 2023 sales and internal sales growth are summarized below and

included in

detail as Exhibit A

Sales

($ Billion)

Internal

Growth/(Decrease)

(%)

Global Dental

$7.5

(1.4%)

Merchandise

$5.8

(1.6%)

Equipment

$1.7

(0.9%)

Global Medical

$4.0

(11.2%)

Global Technology and Value

-Added Services

$0.8

7.2%

TOTAL SALES

$12.3

(4.4%)

●

GAAP net income

for 2023 was $416 million, or $3.16 per diluted share

, which includes acquisition expenses and

acquisition-related adjustments

of $0.09 per diluted share. 2022 GAAP net income was

$538 million, or $3.91 per

diluted share, which includes

net favorable acquisition expenses and acquisition-related adjustments

of $0.02 per

diluted share.

●

Non-GAAP net income

for 2023 was $593 million, or $4.50 per diluted share

, which includes acquisition expenses

and acquisition-related adjustments

of $0.09 per diluted share. 2022 non-GAAP net income was $741

million, or

$5.38 per diluted share, which includes

net favorable acquisition expenses and acquisition-related adjustments

$0.02 per diluted share. The Company’s reconciliation of GAAP net income to non-GAAP net income is summarized

in detail as Exhibit B.

●

GAAP and non-GAAP net income

are negatively impacted by an estimated $0.70 to $0.75 per diluted

share,

attributable to the business interruption impact and recovery from

the cybersecurity incident.

Capital Deployment

To accelerate the implementation of its 2022-2024 BOLD+1 Strategic Plan, the Company invested $287 million in

highly complementary business acquisitions during the fourth quarter

of 2023 and $955 million for the full year.

During the fourth quarter of 2023, the Company repurchased approximately

692,000 shares of its common stock at

an average price of $72.32 per share,

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

fourth-quarter

diluted EPS was immaterial.

-4-

For the full year of 2023, the Company repurchased approximately 3.2

million shares of its common stock at an

average price of $77.80 per share, for a total of $250 million. The

impact of the repurchase of shares on the full year diluted

EPS was also immaterial.

At year-end, Henry Schein had approximately $265 million authorized and available for

future stock repurchases.

2024 Financial Guidance

Henry Schein today introduced financial guidance for 2024. Guidance

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, amortization expense of acquired

intangible assets, certain expenses directly

associated with the cybersecurity incident or any potential insurance

claim recovery. 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:

●

2024 non-GAAP diluted EPS attributable to Henry Schein, Inc.

is expected to be $5.00 to $5.16, reflecting growth of

11% to 15% compared with 2023 non-GAAP diluted EPS of $4.50.

This guidance reflects:

●

an estimated residual impact of the cybersecurity incident of approximately

$0.15 per diluted share, which

will primarily impact the first quarter,

and

●

an estimated increase in the non-GAAP effective tax rate from 23% to 25%,

or approximately $0.13 per

diluted share.

●

2024 sales growth is expected to be approximately 8% to 12% over 2023,

and reflects the expected merchandise sales

recovery subsequent to the cybersecurity incident,

and sales from the acquisitions completed in 2023.

●

2024 Adjusted EBITDA

is expected to increase by more than 15%.

Adjustments to 2024 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2024 diluted EPS on a non-GAAP

basis and for Adjusted EBITDA,

as noted

above. The Company is not providing a reconciliation of its 2024 non-GAAP

guidance to its projected 2024 diluted EPS

prepared on a GAAP basis, or its projected 2024 Adjusted EBITDA

to net income 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 and certain expenses

directly associated with the cybersecurity

incident,

including the corresponding tax effect, that will be included in the Company’s 2024 diluted EPS and net income

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.

-5-

Fourth-Quarter 2023 Conference Call Webcast

The Company will hold a conference call to discuss fourth-quarter and full-year

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 fourth-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 25,000 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

$12.3 billion in 2023, and

have grown at a compound annual rate of approximately 11.5 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 and Adjusted EBITDA 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.

fuller discussion of our operations, financial 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 perform

ance to differ materially from current expectations.

Risk factors and uncertainties that could cause actual results to differ

materially from current and historical results include, but

are not limited to: 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, as well as significant demands on our operations,

information systems, legal, regulatory,

compliance, financial and

human resources functions in connection 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; security risks associated with our

information systems and technology products and services, such as

-6-

cyberattacks or other privacy or data security breaches (including

the October 2023 incident); effects of a highly competitive (including,

without limitation, competition from third-party online commerce

sites) and consolidating market;

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

macro-economic and political conditions, including

inflation, deflation, recession, ongoing wars, 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; geopolitical

wars; 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; risks associated with

customs policies or legislative import restrictions; risks associated with disease outbreaks,

epidemics, pandemics (such as the COVID-19

pandemic), or similar wide-spread public health concerns and other

natural or man-made disasters; risks associated with our global

operations; litigation risks; new or unanticipated litigation developments

and the status of litigation matters; 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 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)

-7-

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF INCOME

(in millions,

except share and per share data)

Three Months Ended

Years

Ended

December 30,

December 31,

December 30,

December 31,

2023

2022

2023

2022

(unaudited)

Net sales

3,017

3,371

12,339

12,647

Cost of sales

2,092

2,372

8,478

8,816

Gross profit

925

999

3,861

3,831

Operating expenses:

Selling, general and administrative

807

761

2,956

2,771

Depreciation and amortization

210

182

Restructuring and integration costs

121

131

Operating income

615

747

Other income (expense):

Interest income

Interest expense

(29)

(12)

(87)

(35)

Other, net

(1)

(3)

Income before taxes, equity in earnings of affiliates

and noncontrolling interests

542

721

Income taxes

(1)

(15)

(120)

(170)

Equity in earnings of affiliates, net of tax

Net income

436

566

Less: Net income attributable to noncontrolling interests

(4)

(20)

(28)

Net income attributable to Henry Schein, Inc.

416

538

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.13

0.35

3.18

3.95

Diluted

0.13

0.34

3.16

3.91

Weighted-average common

shares outstanding:

Basic

129,809,665

134,249,915

130,618,990

136,064,221

Diluted

130,743,875

135,857,950

131,748,171

137,755,670

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

-8-

HENRY SCHEIN, INC.

CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

December 30,

December 31,

2023

2022

ASSETS

Current assets:

Cash and cash equivalents

171

117

Accounts receivable, net of allowance for credit losses of $83 and $65

1,863

1,442

Inventories, net

1,815

1,963

Prepaid expenses and other

639

466

Total current assets

4,488

3,988

Property and equipment, net

498

383

Operating lease right-of-use assets

325

284

Goodwill

3,875

2,893

Other intangibles, net

916

587

Investments and other

471

472

Total assets

10,573

8,607

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,020

1,004

Bank credit lines

264

103

Current maturities of long-term debt

150

Operating lease liabilities

Accrued expenses:

Payroll and related

332

314

Taxes

137

132

Other

700

592

Total current liabilities

2,683

2,224

Long-term debt

1,937

1,040

Deferred income taxes

Operating lease liabilities

310

275

Other liabilities

436

361

Total liabilities

5,420

3,936

Redeemable noncontrolling interests

864

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,

129,247,765 outstanding on December 30, 2023 and

131,792,817 outstanding on December 31, 2022

Additional paid-in capital

Retained earnings

3,860

3,678

Accumulated other comprehensive loss

(206)

(233)

Total Henry Schein, Inc. stockholders' equity

3,655

3,446

Noncontrolling interests

634

649

Total stockholders' equity

4,289

4,095

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

10,573

8,607

-9-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)

Three Months Ended

Years Ended

December 30,

December 31,

December 30,

December 31,

2023

2022

2023

2022

(unaudited)

Cash flows from operating activities:

Net income

436

566

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

Depreciation and amortization

248

212

Impairment charge on intangible assets

Impairment of capitalized software

Non-cash restructuring charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Benefit from deferred income taxes

(16)

(53)

(20)

(73)

Equity in earnings of affiliates

(4)

(3)

(14)

(15)

Distributions from equity affiliates

Changes in unrecognized tax benefits

Other

(3)

(20)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(255)

(327)

(7)

Inventories

(117)

231

(126)

Other current assets

(83)

(138)

(52)

Accounts payable and accrued expenses

114

(56)

(96)

Net cash provided by (used in) operating activities

(32)

254

500

602

Cash flows from investing activities:

Purchases of property and equipment

(39)

(29)

(147)

(96)

Payments related to equity investments and business acquisitions,

net of cash acquired

(287)

(31)

(955)

(158)

Proceeds from loan to affiliate

Settlements for net investment hedges

Capitalized software costs

(10)

(9)

(40)

(32)

Other

(15)

(21)

(1)

Net cash used in investing activities

(327)

(65)

(1,135)

(276)

Cash flows from financing activities:

Net change in bank credit lines

251

(3)

153

Proceeds from issuance of long-term debt

210

105

1,368

270

Principal payments for long-term debt

(11)

(1)

(468)

(59)

Debt issuance costs

(3)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(50)

(285)

(250)

(485)

Payments for taxes related to shares withheld for employee taxes

(2)

(34)

(32)

Distributions to noncontrolling shareholders

(6)

(3)

(47)

(21)

Acquisitions of noncontrolling interests in subsidiaries

(5)

(19)

(38)

Net cash provided by (used in) financing activities

394

(194)

701

(315)

Effect of exchange rate changes on cash and cash equivalents

(30)

(1)

(12)

Net change in cash and cash equivalents

(6)

(1)

Cash and cash equivalents, beginning of period

166

123

117

118

Cash and cash equivalents, end of period

171

117

171

117

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

-10-

Exhibit A - Fourth Quarter Sales

Henry Schein, Inc.

2023 Fourth Quarter

Sales Summary

(in millions)

(unaudited)

Q4 2023 over Q4 2022

Local Currency Growth

Global

Q4 2023

Q4 2022

Local Internal

Growth

Acquisition

Growth

Extra

Week

Impact

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,348

1,474

-11.3%

4.4%

-3.5%

-10.4%

1.9%

-8.5%

Dental Equipment

454

533

-9.7%

0.0%

-6.3%

-16.0%

1.2%

-14.8%

Total Dental

1,802

2,007

-10.9%

3.2%

-4.2%

-11.9%

1.7%

-10.2%

Medical

1,003

1,177

-17.0%

6.4%

-4.4%

-15.0%

0.1%

-14.9%

Total Health Care Distribution

2,805

3,184

-13.1%

4.5%

-4.4%

-13.0%

1.1%

-11.9%

Technology and Value

-Added Services

212

187

7.1%

8.4%

-2.8%

12.7%

0.7%

13.4%

Total Global

3,017

3,371

-12.0%

4.7%

-4.3%

-11.6%

1.1%

-10.5%

Local Currency Growth

North America

Q4 2023

Q4 2022

Local Internal

Growth

Acquisition

Growth

Extra

Week

Impact

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

770

920

-11.9%

0.1%

-4.5%

-16.3%

0.0%

-16.3%

Dental Equipment

283

348

-12.5%

0.0%

-6.1%

-18.6%

0.0%

-18.6%

Total Dental

1,053

1,268

-12.1%

0.1%

-4.9%

-16.9%

-0.1%

-17.0%

Medical

977

1,160

-17.0%

5.8%

-4.5%

-15.7%

0.0%

-15.7%

Total Health Care Distribution

2,030

2,428

-14.4%

2.8%

-4.7%

-16.3%

-0.1%

-16.4%

Technology and Value

-Added Services

186

164

6.8%

9.5%

-2.9%

13.4%

0.0%

13.4%

Total North America

2,216

2,592

-13.0%

3.2%

-4.7%

-14.5%

0.0%

-14.5%

Local Currency Growth

International

Q4 2023

Q4 2022

Local Internal

Growth

Acquisition

Growth

Extra

Week

Impact

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

578

554

-10.4%

11.6%

-1.8%

-0.6%

5.0%

4.4%

Dental Equipment

171

185

-4.5%

0.0%

-6.8%

-11.3%

3.5%

-7.8%

Total Dental

749

739

-9.0%

8.6%

-2.9%

-3.3%

4.6%

1.3%

Medical

-16.4%

51.6%

-3.9%

31.3%

4.5%

35.8%

Total Health Care Distribution

775

756

-9.1%

9.7%

-3.0%

-2.4%

4.6%

2.2%

Technology and Value

-Added Services

9.8%

0.0%

-2.1%

7.7%

5.8%

13.5%

Total International

801

779

-8.6%

9.5%

-3.0%

-2.1%

4.6%

2.5%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-11-

Exhibit A - Year

-to-Date Sales

Henry Schein, Inc.

Full Year

2023

Sales Summary

(in millions)

(unaudited)

Full Year

2023 over Full Year

2022

Local Currency Growth

Global

Full Year 2023

Full Year 2022

Local Internal

Growth

Acquisition

Growth

Extra

Week

Impact

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

5,814

5,715

-1.6%

4.2%

-1.0%

1.6%

0.1%

1.7%

Dental Equipment

1,725

1,758

-0.9%

1.1%

-2.1%

-1.9%

0.0%

-1.9%

Total Dental

7,539

7,473

-1.4%

3.4%

-1.3%

0.7%

0.2%

0.9%

Medical

3,994

4,451

-11.2%

2.2%

-1.3%

-10.3%

0.0%

-10.3%

Total Health Care Distribution

11,533

11,924

-5.1%

2.9%

-1.2%

-3.4%

0.1%

-3.3%

Technology and Value

-Added Services

806

723

7.2%

5.0%

-0.8%

11.4%

0.0%

11.4%

Total Global

12,339

12,647

-4.4%

3.1%

-1.2%

-2.5%

0.1%

-2.4%

Local Currency Growth

North America

Full Year 2023

Full Year 2022

Local Internal

Growth

Acquisition

Growth

Extra

Week

Impact

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

3,429

3,535

-3.0%

1.5%

-1.2%

-2.7%

-0.3%

-3.0%

Dental Equipment

1,071

1,093

-1.0%

1.6%

-2.1%

-1.5%

-0.5%

-2.0%

Total Dental

4,500

4,628

-2.5%

1.6%

-1.5%

-2.4%

-0.4%

-2.8%

Medical

3,897

4,375

-11.3%

1.7%

-1.3%

-10.9%

0.0%

-10.9%

Total Health Care Distribution

8,397

9,003

-6.8%

1.6%

-1.3%

-6.5%

-0.2%

-6.7%

Technology and Value

-Added Services

705

633

6.5%

5.7%

-0.8%

11.4%

0.0%

11.4%

Total North America

9,102

9,636

-5.9%

1.8%

-1.3%

-5.4%

-0.1%

-5.5%

Local Currency Growth

International

Full Year 2023

Full Year 2022

Local Internal

Growth

Acquisition

Growth

Extra

Week

Impact

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

2,385

2,180

0.7%

8.2%

-0.5%

8.4%

1.0%

9.4%

Dental Equipment

654

665

-0.7%

0.0%

-1.9%

-2.6%

0.9%

-1.7%

Total Dental

3,039

2,845

0.4%

6.3%

-0.9%

5.8%

1.0%

6.8%

Medical

-9.1%

36.6%

-1.0%

26.5%

-0.1%

26.4%

Total Health Care Distribution

3,136

2,921

0.1%

7.2%

-0.9%

6.4%

0.9%

7.3%

Technology and Value

-Added Services

101

12.0%

0.0%

-0.6%

11.4%

0.3%

11.7%

Total International

3,237

3,011

0.5%

6.9%

-0.9%

6.5%

1.0%

7.5%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-12-

Exhibit B

Henry Schein, Inc.

2023 Fourth Quarter and Full Year

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)

Fourth Quarter

Full Year

2023

2022

Growth

2023

2022

Growth

Net income attributable to Henry Schein, Inc.

(63.2)

416

538

(22.7)

Diluted EPS attributable to Henry Schein, Inc.

0.13

0.34

(61.8)

3.16

3.91

(19.2)

Non-GAAP Adjustments

Restructuring and integration costs, net of tax and noncontrolling

interests (1)

103

Acquisition intangible amortization, net of tax and noncontrolling

interests (2)

Cybersecurity incident-professional and other fees, net of tax

(3)

Impairment of capitalized assets, net of tax (4)

Impairment of intangible assets, net of taxes and noncontrolling

interests (5)

Non-GAAP adjustments to net income

138

177

204

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

184

(53.0)

593

741

(20.0)

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

0.66

1.35

(51.1)

4.50

5.38

(16.4)

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 and Integration Costs

The following table presents details of our restructuring and integration

costs:

Fourth Quarter

Full Year

2023

2022

2023

2022

Restructuring and integration costs - pre-tax, as reported

121

131

Income tax benefit

(5)

(24)

(20)

(27)

Amount attributable to noncontrolling interests

(5)

(1)

(7)

(1)

Restructuring and integration costs, net

103

Q4 2023 restructuring costs primarily consisted of employee severance

and costs related to the exit of facilities.

-13-

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

Fourth Quarter

Full Year

2023

2022

2023

2022

Acquisition intangible amortization - pre-tax, as reported

151

126

Income tax benefit

(11)

(7)

(38)

(31)

Amount attributable to noncontrolling interests

(6)

(4)

(21)

(16)

Acquisition intangible amortization, net

(3)

Represents one time professional and other fees of $11

million ($8 million, net of taxes) related to

our Q4 2023 cybersecurity incident.

(4)

Represents impairment of certain capitalized asset costs of $27 million

($19 million, net of taxes)

recorded during Q4 2023.

(5)

The following table presents details of impairment charges

recorded in relation to certain intangible

assets:

Fourth Quarter and

Full Year

2023

2022

Impairment charges - pre-tax, as reported

Income tax benefit

(2)

(9)

Amount attributable to noncontrolling interests

(2)

Impairment charges, net

-14-

Exhibit C

Henry Schein, Inc.

2023 Fourth Quarter and Full Year

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Fourth Quarter

Full Year

2023

2022

2023

2022

Net income attributable to Henry Schein, Inc. (GAAP)

416

538

Income (loss) attributable to noncontrolling interests

(1)

Net income (GAAP)

436

566

Definitional adjustments:

Interest income

(5)

(3)

(17)

(8)

Interest expense

Income taxes

120

170

Depreciation and amortization

248

212

Non-GAAP adjustments:

Restructuring and integration costs

121

131

Cybersecurity incident-professional and other fees

Impairment of capitalized assets

Impairment of intangible assets

Other adjustments:

Equity in earnings of affiliates, net of tax

(4)

(3)

(14)

(15)

Adjusted EBITDA (non-GAAP)

172

279

984

1,125

Adjusted EBITDA is a non-GAAP measure that we calculate

in the manner reflected on Exhibit C. We define Adjusted EBITDA as net

income, excluding (i) net income (loss) attributable to noncontrolling

interests (ii) interest income and expense, (iii) income taxes,

(iv)

depreciation and amortization, (v) restructuring and integration

costs, (vi) cybersecurity incident-professional and other fees,

(vii)

impairment of certain capitalized assets, (viii) impairment of certain

intangible assets, and

(ix) equity in earnings of affiliates.

Amounts

may not sum due to rounding.

-15-

Exhibit D

Henry Schein, Inc.

2023 Fourth Quarter

Acquisition Expenses and Acquisition-Related Adjustments

(in millions, except per share data)

(unaudited)

Q4 2023

YTD 2023

Operating

Income

EPS

Operating

Income

EPS

Acquisition Expenses*

(4)

(0.03)

(22)

(0.15)

Acquisition-Related Fair Value

Adjustments**

(2)

(0.02)

0.06

(6)

(0.05)

(12)

(0.09)

Q4 2022

YTD 2022

Operating

Income

EPS

Operating

Income

EPS

Acquisition Expenses*

(3)

(0.03)

(9)

(0.06)

Acquisition-Related Fair Value

Adjustments**

0.01

0.08

(2)

(0.02)

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 assets step-up adjustments

and fair value adjustments to contingent

considerations.