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 5, 2025

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 5, 2025, Henry Schein, Inc. issued a press release reporting

the financial results for the three and six

months ended June 28, 2025.

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 5, 2025.

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 5, 2025

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated August 5, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS SECOND

QUARTER 2025 FINANCIAL RESULTS

●

Second-quarter 2025 GAAP diluted EPS of $0.70, compared to $0.80 GAAP diluted EPS in the second quarter

of 2024

●

Second-quarter 2025 non-GAAP diluted EPS of $1.10, compared to $1.23 non-GAAP diluted EPS in the

second quarter of 2024

●

Maintains guidance for 2025 non-GAAP diluted EPS of $4.80 to $4.94, mid-single digit 2025 Adjusted

EBITDA growth,

and sales growth of 2% to 4%

●

Takes

next steps in collaboration with KKR to pursue additional opportunities to create shareholder

value

MELVILLE,

N.Y.,

August 5, 2025 –

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

June 28, 2025.

“We had good sales growth

in our Global Distribution Group this quarter while experiencing lower margins

in the

U.S. versus the prior year primarily resulting from lower glove pricing as well as time-limited targeted sales initiatives. We

are pleased with the results from these initiatives and have returned to normal levels of promotional activity.

Our Specialty

Products and Technology

Groups continued to deliver strong results, driven primarily by sales from innovative products and

solutions,

and cost efficiencies,” said Stanley M. Bergman, Chairman of the Board and Chief Executive Officer of

Henry

Schein. “Our full-year guidance, which we are maintaining, continues to reflect earnings weighted to the second half of the

year. We

expect 2025 to be the base year from which to grow and achieve our previously provided long-term goal of high-

single digit to low-double digit earnings growth.”

“Partnering with KKR Capstone,

we have engaged two leading global management consulting firms to support our

efforts to enhance distribution gross margins,

including accelerating sales of our owned-products portfolio,

and to support our

ongoing company-wide initiatives to increase efficiencies. We

expect these projects, which expand on our BOLD+1 strategy,

to start producing results towards the beginning of 2026, and will support our ongoing initiatives to drive superior customer

satisfaction and our financial goal of high-single digit to low-double digit earnings growth,” Mr.

Bergman added.

Second Quarter 2025 Financial Results

●

Total

net sales

for the quarter were $3.2 billion. As-reported total net sales increased 3.3% and reflects 1.9% internal

sales growth, 0.8% sales growth from acquisitions, and a 0.6% sales increase resulting from foreign currency

exchange. Second-quarter sales growth is detailed in Exhibit A

-2-

●

Global Distribution and Value

-Added Services sales

for the quarter increased 2.9%, and by 2.4% in constant

currencies compared with the second quarter of 2024. The main components include:

●

Global Dental Distribution merchandise sales

for the quarter increased 0.3% and decreased 0.4% in

constant currencies compared with the second quarter of 2024. U.S. volume increased at lower average

selling prices compared with the second quarter of 2024, partly due to glove pricing and time-limited

targeted sales initiatives. International sales were impacted by the timing of Easter.

●

Global Dental Distribution equipment sales

for the quarter increased 3.0%, and by 1.6% in constant

currencies compared with the second quarter of 2024. Sales growth was strong internationally and offset by

lower sales in the U.S., resulting from a slow-down in orders beginning in May due to short-term economic

uncertainty resulting from tariffs,

which then returned to normal by the end of the quarter.

●

Global Medical Distribution sales

for the quarter increased 6.1%, and by 6.0% in constant currencies

compared with the second quarter of 2024, reflecting increased patient traffic to physician offices

strong

growth in our home solutions business, and growth from acquisitions.

●

Global Value

-added Services sales

for the

quarter increased 3.6%, and by 3.7% in constant currencies

compared with the second quarter of 2024. Sales growth was impacted this quarter by lower sales in our

practice transitions business as a result of a high prior year comparable.

●

Global Specialty Products sales

for the quarter increased 4.2%, and by 3.3% in constant currencies compared with

the second quarter of 2024, reflecting continued growth in implant and biomaterial sales as well as endodontic

consumables, offset in part by lower orthodontic sales.

●

Global Technology

sales

for the quarter increased 7.4%, and by 6.6% in constant currencies compared with the

second quarter of 2024, reflecting strong sales growth in practice management systems, including Dentrix Ascend

and Dentally cloud-based solutions, as well as in revenue cycle management products.

●

GAAP net income

for the quarter was $86 million, or $0.70 per diluted share

, and compares with second-quarter

2024 GAAP net income of $104 million, or $0.80 per diluted share.

●

Non-GAAP net income

for the quarter was $135 million, or $1.10

per diluted share

, and compares with second-

quarter 2024 non-GAAP net income of $158 million, or $1.23 per diluted share.

●

Adjusted EBITDA

for the quarter was $256 million and compares with second-quarter 2024 Adjusted EBITDA of

$268 million.

Year

-to-Date Financial Results

●

Total

net sales

for the first half of 2025 were $6.4 billion. As-reported total net sales for the first half of 2025

increased 1.6% and reflects 1.1% internal sales growth, 1.0% sales growth from acquisitions, and a 0.5% sales

decrease resulting from foreign currency exchange. Year

-to-date sales growth is detailed in Exhibit A

●

GAAP net income

for the first half of the year was $196 million, or $1.58 per diluted share

, and compares with

first half of 2024 GAAP net income of $197 million, or $1.52 per diluted share.

-3-

●

Non-GAAP net income

for the first half of the year was $278 million, or $2.25

per diluted share

, and compares

with first half 2024 non-GAAP net income of $301 million, or $2.33 per diluted share.

●

Adjusted EBITDA

for the first half of 2025 was $515 million, and compares with first half 2024 Adjusted EBITDA

of $523 million.

Restructuring Plan

During the second quarter of 2025, the Company recorded $23 million in restructuring costs and expects to achieve

annual run-rate savings of over $100 million by the end of 2025,

which is when the current plan is expected to have been

completed.

Share Repurchases

During the second quarter of 2025, the Company repurchased approximately 3.7 million shares of common stock at

an average price of $70.88 per share for a total of $259 million.

This included approximately 3.1 million shares of its common stock under its previously announced Accelerated

Stock Repurchase plan (ASR) at an average price of $71.60 per share, for a total of $223 million, which followed the

Company’s sale of 3.3 million shares of common stock at an average

price of $76.10 per share for a total of $250 million, to

KKR. The ASR plan was completed in July.

In addition, the Company repurchased approximately 0.5 million shares of common stock at an average price of

$67.36 per share, for a total of $36 million. The impact of these share repurchases on second-quarter diluted EPS was

immaterial.

At the end of the quarter, Henry Schein had $432 million authorized and available for

future stock repurchases, plus a

further $27 million authorized under the ASR.

2025 Financial Guidance

Henry Schein today maintained its financial guidance for 2025. Guidance is for current continuing operations as well

as acquisitions that have closed and does not include the impact of restructuring expenses, amortization expense of acquired

intangible assets, the insurance claim recovery associated with the cybersecurity incident, changes in contingent

consideration, costs associated with shareholder advisory matters and select value creation consulting costs, and litigation

settlements. This guidance also assumes that foreign currency exchange rates will remain generally consistent with current

levels, that the effects of tariffs can be mitigated, and includes expected remeasurement gains related

to the purchase of

controlling interests of previously held non-controlling equity investments, consistent with business strategy.

●

2025 non-GAAP diluted EPS attributable to Henry Schein, Inc. is maintained at $4.80 to $4.94, reflecting growth of

1% to 4%.

●

2025 total sales growth is unchanged and is expected to be approximately 2% to 4% over 2024.

●

2025 Adjusted EBITDA

growth is unchanged and is expected to increase mid-single digits compared with 2024.

-4-

Adjustments to 2025 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2025 diluted EPS on a non-GAAP basis and for 2025 Adjusted EBITDA, as

noted above. The Company is not providing a reconciliation of its 2025 non-GAAP diluted EPS guidance to its projected

2025 diluted EPS prepared on a GAAP basis, or its 2025 Adjusted EBITDA guidance to net income prepared on a GAAP

basis. This is because the Company is unable to provide without unreasonable effort an estimate of restructuring costs related

to an ongoing initiative to drive operating efficiencies, including the corresponding tax effect,

which will be included in the

Company’s 2025 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.

Second-Quarter 2025 Conference Call Webcast

The Company will hold a conference call to discuss second-quarter 2025 financial results today,

beginning at 8:00

a.m. Eastern time. Individual investors are invited to listen to the conference call through Henry Schein’s

website by visiting

https://investor.henryschein.com/webcasts.

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 2025 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 main 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 $12.7 billion in 2024,

and

have grown at a compound annual rate of approximately 11.2 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 @HenrySchein on X.

-5-

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 total sales growth, 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. A 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 performance 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 and where we manufacture products,

our dependence on third parties for raw materials or purchased components; risks relating to the achievement of our strategic growth

objectives, including anticipated results of restructuring and value-optimization initiatives; risks related to the Strategic Partnership

Agreement with KKR Hawaii Aggregator L.P. entered into in January 2025; transitions in senior company leadership;

our ability to

develop or acquire and maintain and protect new products (particularly technology and specialty products) and services and utilize new

technologies that achieve market acceptance with acceptable margins; transitional challenges associated with acquisitions 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; risks related to activist investors; security risks

associated with our information systems and technology products and services, such as 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; political, economic, and regulatory influences on 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, and increases in fuel and energy costs; changes in laws and policies governing manufacturing,

development and investment in territories and countries where we do business; general global and domestic macro-economic and political

conditions, including inflation, deflation, recession, unemployment (and corresponding increase in under-insured populations), consumer

confidence, sovereign debt levels, fluctuations in energy pricing and the value of the U.S. dollar as compared to foreign currencies and

changes to other economic indicators; failure to comply with existing and future regulatory requirements, including relating to health

care;

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, changes in tax rates and availability

certain tax deductions; 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; the threat

or outbreak of war (including, without limitation, geopolitical wars), terrorism or public unrest (including, without limitation, the war in

Ukraine, the Israel-Gaza war and other unrest and threats in the Middle East and the possibility of a wider European or global conflict);

changes to laws and policies governing foreign trade, tariffs and sanctions or greater restrictions on imports and exports, including

changes to international trade agreements and the current imposition of (and the potential for additional) tariffs by the U.S. on numerous

countries and retaliatory tariffs; supply chain disruption; litigation risks; new or unanticipated litigation developments and the status of

litigation matters; our dependence on our senior management, (including, without limitation, succession planning for our Chief Executive

Officer), employee hiring and retention, increases in labor costs or health care costs, 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 schedule 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

-6-

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.

See Exhibit A for details of sales growth. Internal sales growth is calculated from total net sales using constant foreign

currency exchange rates and excludes sales from acquisitions.

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 a reconciliation of GAAP net income to Adjusted EBITDA.

References to diluted EPS refer to diluted EPS attributable to Henry Schein, Inc.

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

Tim Vassilakos

Vice President,

Global Corporate Communications

timothy.vassilakos@henryschein.com

(516)-510-0926

(TABLES TO

FOLLOW)

-7-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME

(in millions, except share and per share data)

(unaudited)

Three Months Ended

Six Months Ended

June 28,

June 29,

June 28,

June 29,

2025

2024

2025

2024

Net sales

3,240

3,136

6,408

6,308

Cost of sales

2,224

2,118

4,392

4,278

Gross profit

1,016

1,018

2,016

2,030

Operating expenses:

Selling, general and administrative

778

781

1,516

1,572

Depreciation and amortization

126

124

Restructuring costs

Operating income

151

159

326

309

Other income (expense):

Interest income

Interest expense

(38)

(32)

(73)

(62)

Other, net

(1)

(2)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

121

132

266

259

Income taxes

(31)

(33)

(66)

(65)

Equity in earnings of affiliates, net of tax

Net income

105

207

203

Less: Net income attributable to noncontrolling interests

(8)

(1)

(11)

(6)

Net income attributable to Henry Schein, Inc.

104

196

197

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.71

0.81

1.59

1.53

Diluted

0.70

0.80

1.58

1.52

Weighted-average common shares

outstanding:

Basic

121,927,867

127,784,380

122,852,702

128,252,628

Diluted

122,636,948

128,646,506

123,739,381

129,206,780

-8-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

June 28,

December 28,

2025

2024

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

145

122

Accounts receivable, net of allowance for credit losses of $86 and $78

1,645

1,482

Inventories, net

1,908

1,810

Prepaid expenses and other

545

569

Total current assets

4,243

3,983

Property and equipment, net

587

531

Operating lease right-of-use assets

300

293

Goodwill

4,085

3,887

Other intangibles, net

1,041

1,023

Investments and other

650

501

Total assets

10,906

10,218

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

918

962

Bank credit lines

901

650

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

285

303

Taxes

170

139

Other

625

618

Total current liabilities

3,007

2,803

Long-term debt

2,090

1,830

Deferred income taxes

147

102

Operating lease liabilities

259

Other liabilities

504

387

Total liabilities

6,007

5,381

Redeemable noncontrolling interests

811

806

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,

121,895,045 outstanding on June 28, 2025 and

124,155,884 outstanding on December 28, 2024

Additional paid-in capital

186

Retained earnings

3,485

3,771

Accumulated other comprehensive loss

(227)

(379)

Total Henry Schein, Inc. stockholders' equity

3,445

3,393

Noncontrolling interests

643

638

Total stockholders' equity

4,088

4,031

Total liabilities, redeemable noncontrolling interests

and stockholders' equity

10,906

10,218

-9-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

Six Months Ended

June 28,

June 29,

June 28,

June 29,

2025

2024

2025

2024

Cash flows from operating activities:

Net income

105

207

203

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

Depreciation and amortization

149

147

Impairment charge on intangible assets

Non-cash restructuring charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Benefit from deferred income taxes

(21)

(7)

(19)

Equity in earnings of affiliates

(4)

(6)

(7)

(9)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(3)

(1)

Other

(4)

(3)

(31)

(9)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(26)

(100)

270

Inventories

(15)

(29)

107

Other current assets

(38)

Accounts payable and accrued expenses

(2)

(94)

(292)

Net cash provided by operating activities

120

296

157

493

Cash flows from investing activities:

Purchases of property and equipment

(32)

(37)

(63)

(78)

Payments related to equity investments and business acquisitions,

net of cash acquired

(50)

(161)

(101)

(181)

Proceeds from loan to affiliate

Capitalized software costs

(14)

(11)

(26)

(20)

Other

(4)

(2)

(9)

(5)

Net cash used in investing activities

(98)

(209)

(197)

(281)

Cash flows from financing activities:

Net change in bank credit lines

242

248

242

Proceeds from issuance of long-term debt

244

Principal payments for long-term debt

(6)

(117)

(21)

(177)

Debt issuance costs

(2)

Issuance of common stock

250

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(286)

(100)

(447)

(175)

Payments for taxes related to shares withheld for employee taxes

(2)

(1)

(14)

(8)

Distributions to noncontrolling shareholders

(14)

(22)

(18)

(28)

Payments for contingent consideration

(7)

(19)

Acquisitions of noncontrolling interests in subsidiaries

(4)

(117)

(77)

(211)

Net cash provided by (used in) financing activities

(114)

145

(265)

Effect of exchange rate changes on cash and cash equivalents

(60)

(82)

Net change in cash and cash equivalents

(21)

(33)

Cash and cash equivalents, beginning of period

127

159

122

171

Cash and cash equivalents, end of period

145

138

145

138

-10-

Exhibit A - Second Quarter Sales

Henry Schein, Inc.

2025 Second Quarter

Sales Summary

(in millions)

(unaudited)

Q2 2025 over Q2 2024

Constant Currency Growth

Q2 2025

Q2 2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

602

609

-1.2%

0.0%

-1.2%

0.0%

-1.2%

Equipment

219

230

-4.7%

0.0%

-4.7%

0.0%

-4.7%

Value-Added Services

-2.0%

1.1%

-0.9%

0.0%

-0.9%

Total Dental

872

890

-2.1%

0.0%

-2.1%

0.0%

-2.1%

Medical

988

930

4.6%

1.7%

6.3%

0.0%

6.3%

Total U.S. Distribution and Value

-Added Services

1,860

1,820

1.3%

0.9%

2.2%

0.0%

2.2%

International Distribution and Value

-Added Services

Merchandise

616

605

-0.4%

0.9%

0.5%

1.4%

1.9%

Equipment

220

196

7.1%

2.0%

9.1%

3.0%

12.1%

Value-Added Services

-1.0%

54.6%

53.6%

-0.7%

52.9%

Total Dental

843

806

1.5%

1.4%

2.9%

1.8%

4.7%

Medical

-3.3%

0.0%

-3.3%

2.0%

-1.3%

Total International Distribution

and Value-Added Services

871

834

1.3%

1.4%

2.7%

1.8%

4.5%

Global Distribution and Value-Added

Services

Global Merchandise

1,218

1,214

-0.8%

0.4%

-0.4%

0.7%

0.3%

Global Equipment

439

426

0.7%

0.9%

1.6%

1.4%

3.0%

Global Value-Added

Services

-1.9%

5.6%

3.7%

-0.1%

3.6%

Global Dental

1,715

1,696

-0.4%

0.7%

0.3%

0.8%

1.1%

Global Medical

1,016

958

4.4%

1.6%

6.0%

0.1%

6.1%

Total Global Distribution and Value

-Added Services

2,731

2,654

1.3%

1.1%

2.4%

0.5%

2.9%

Global Specialty Products

386

370

3.6%

-0.3%

3.3%

0.9%

4.2%

Global Technology

167

156

6.6%

0.0%

6.6%

0.8%

7.4%

Eliminations

(44)

n/a

Total Global

3,240

3,136

1.9%

0.8%

2.7%

0.6%

3.3%

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

-11-

Exhibit A - Year-to-Date

Sales

Henry Schein, Inc.

2025 Second Quarter Year

-to-Date

Sales Summary

(in millions)

(unaudited)

Q2 2025 Year

-to-Date over Q2 2024 Year

-to-Date

Constant Currency Growth

Q2 2025

Q2 2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

1,193

1,201

-0.7%

0.0%

-0.7%

0.0%

-0.7%

Equipment

406

435

-6.7%

0.0%

-6.7%

0.0%

-6.7%

Value-Added Services

103

-8.9%

1.6%

-7.3%

0.0%

-7.3%

Total Dental

1,695

1,739

-2.7%

0.1%

-2.6%

0.0%

-2.6%

Medical

2,018

1,928

3.2%

1.5%

4.7%

0.0%

4.7%

Total U.S. Distribution and Value

-Added Services

3,713

3,667

0.4%

0.8%

1.2%

0.0%

1.2%

International Distribution and Value

-Added Services

Merchandise

1,210

1,223

-0.1%

0.9%

0.8%

-1.8%

-1.0%

Equipment

417

393

5.0%

1.7%

6.7%

-0.6%

6.1%

Value-Added Services

0.1%

61.7%

61.8%

-6.2%

55.6%

Total Dental

1,641

1,625

1.1%

1.5%

2.6%

-1.6%

1.0%

Medical

-3.7%

0.0%

-3.7%

-0.8%

-4.5%

Total International Distribution

and Value-Added Services

1,694

1,680

1.0%

1.4%

2.4%

-1.6%

0.8%

Global Distribution and Value-Added

Services

Global Merchandise

2,403

2,424

-0.4%

0.4%

0.0%

-0.9%

Global Equipment

823

828

-1.2%

0.9%

-0.3%

-0.6%

Global Value-Added

Services

110

112

-8.2%

6.4%

-1.8%

-0.5%

-2.3%

Global Dental

3,336

3,364

-0.8%

0.7%

-0.1%

-0.8%

-0.9%

Global Medical

2,071

1,983

3.1%

1.4%

4.5%

-0.1%

4.4%

Total Global Distribution and Value

-Added Services

5,407

5,347

0.6%

1.0%

1.6%

-0.5%

1.1%

Global Specialty Products

753

730

2.0%

1.8%

3.8%

-0.7%

3.1%

Global Technology

329

313

5.0%

0.0%

5.0%

0.1%

5.1%

Eliminations

(81)

(82)

n/a

Total Global

6,408

6,308

1.1%

1.0%

2.1%

-0.5%

1.6%

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

-12-

Exhibit B

Henry Schein, Inc.

2025 Second Quarter and Year

-to-Date

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

2025

2024

Growth

2025

2024

Growth

Net income attributable to Henry Schein, Inc.

104

(16.8)

196

197

(0.4)

Diluted EPS attributable to Henry Schein, Inc.

0.70

0.80

(12.5)

1.58

1.52

3.9

Non-GAAP Adjustments, net of tax and attribution to

noncontrolling interests

Restructuring costs (1)

Acquisition intangible amortization (2)

Cyber incident-insurance proceeds, net of third-party advisory

expenses (3)

(6)

(15)

(2)

Change in contingent consideration (4)

(2)

Costs associated with shareholder advisory matters and select

value creation consulting costs (5)

Litigation settlements (6)

Non-GAAP adjustments to net income

104

Non-GAAP adjustments to diluted EPS

0.40

0.43

0.67

0.81

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

135

158

(15.0)

278

301

(7.7)

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

1.10

1.23

(10.6)

2.25

2.33

(3.4)

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 Costs

The following table presents details of our restructuring costs:

Second Quarter

Year

-to-Date

2025

2024

2025

2024

Restructuring costs - pre-tax, as reported

Income tax benefit

(5)

(3)

(12)

(6)

Amount attributable to noncontrolling interests

(2)

(1)

(3)

(1)

Restructuring costs, net

-13-

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible assets:

Second Quarter

Year

-to-Date

2025

2024

2025

2024

Acquisition intangible amortization - pre-tax, as reported

Income tax benefit

(11)

(12)

(21)

(23)

Amount attributable to noncontrolling interests

(6)

(7)

(12)

(14)

Acquisition intangible amortization, net

(3)

Represents cyber insurance proceeds, net of one time professional and other fees related to remediation of our Q4

2023 cyber incident.

During Q1 2025, we received insurance proceeds of $20 million ($15 million, net of taxes)

under this policy representing the remaining insurance recovery of losses related to the cyber incident.

During Q2

2024, we received insurance proceeds of $10 million ($8 million, net of taxes) representing a partial insurance

recovery of losses related to the cyber incident.

One time professional and other fees were $3 million ($2 million, net

of taxes) and $8 million ($6 million, net of taxes), for Q2 2024 and YTD 2024, respectively.

(4)

Represents a change in the fair value of contingent consideration of $2 million ($2 million, net of taxes) recorded

during YTD 2025 related to our acquisitions and $23 million ($17 million, net of taxes) and $38 million ($28 million,

net of taxes) recorded during Q2 2024 and YTD 2024, respectively, related to a 2023 acquisition.

(5)

Represents costs associated with shareholder advisory matters and select value creation consulting costs

of $6 million

($5 million, net of taxes) and $14 million ($11 million, net of taxes) recorded during Q2 2025 and YTD 2025,

respectively.

(6)

Represents Q2 2025 and YTD 2025 settlement amounts for litigation at one of our businesses.

Represents Q2 2024

and YTD 2024 settlement amounts for litigation related to the October 2023 cyber incident and settlement of certain

opioid related lawsuits.

-14-

Exhibit C

Henry Schein, Inc.

2025 Second Quarter and Year-to-Date

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Second Quarter

Year-to-Date

2025

2024

2025

2024

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

104

196

197

Income attributable to noncontrolling interests

Net income (GAAP)

105

207

203

Definitional adjustments:

Interest income

(9)

(6)

(15)

(11)

Interest expense

Income taxes

Depreciation and amortization

149

147

Non-GAAP adjustments:

Restructuring costs

Cyber incident-insurance proceeds, net of third-party advisory expenses

(7)

(20)

(2)

Impairment of intangible assets

Change in contingent consideration

(2)

Costs associated with shareholder advisory matters and select value creation consulting costs

Litigation settlements

Other adjustments:

Equity in earnings of affiliates, net of tax

(4)

(6)

(7)

(9)

Adjusted EBITDA (non-GAAP)

256

268

515

523

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 attributable to noncontrolling interests, (ii) interest income and expense, (iii) income taxes, (iv) depreciation

and amortization, (v) restructuring costs, (vi)

cyber incident-insurance proceeds, net of third-party advisory expenses, (vii) impairment of intangible assets, (viii)

change in contingent consideration, (ix) costs

associated with shareholder advisory matters and select value creation consulting costs, (x) litigation settlements

and (xi) equity in earnings of affiliates, net of tax.

Amounts may not sum due to rounding.