10-Q
HENRY SCHEIN INC (HSIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
quarterly
period ended
September 27, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the transition period from ____________ to ____________
Commission File Number:
0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware
11-3136595
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
135 Duryea Road
Melville
,
New York
(Address of principal executive offices)
11747
(Zip Code)
(
631
)
843-5500
(Registrant’s telephone number, including area code)
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 (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,”
“accelerated filer,”
“smaller reporting company,”
and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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.
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
As of October 27, 2025,
there were
117,724,807
shares of the registrant’s common stock outstanding.
HENRY SCHEIN, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page
ITEM 1.
Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets
as of September 27, 2025 and December 28, 2024
3
Condensed Consolidated Statements of Income
for the three and nine months ended
September 27, 2025 and September 28, 2024
4
Condensed Consolidated Statements of Comprehensive Income
for the
three and nine months ended September 27, 2025 and September 28, 2024
5
Condensed Consolidated Statement of Changes in Stockholders' Equity
for the three months ended
September 27, 2025 and September 28, 2024
6
Condensed Consolidated Statement of Changes in Stockholders' Equity
for the nine months ended
September 27, 2025 and September 28, 2024
7
Condensed Consolidated Statements of Cash Flows
for the nine months ended
September 27, 2025 and September 28, 2024
8
Notes to Condensed Consolidated Financial Statements
9
Note 1 – Basis of Presentation
9
Note 2 – Significant Accounting Policies and Recently
Issued Accounting Standards
10
Note 3 – Cyber Incident
11
Note 4 – Net Sales from Contracts with Customers
12
Note 5 – Segment Data
13
Note 6 – Business Acquisitions
16
Note 7 – Fair Value Measurements
19
Note 8 – Debt
22
Note 9 – Income Taxes
25
Note 10 – Plans of Restructuring
26
Note 11 – Legal Proceedings
28
Note 12 – Stock-Based Compensation
29
Note 13 – Redeemable Noncontrolling Interests
32
Note 14 – Comprehensive Income
32
Note 15 – Earnings Per Share
34
Note 16 – Supplemental Cash Flow Information
34
Note 17 – Related Party Transactions
35
Note 18 – KKR Investment and Accelerated Share Repurchase Program
36
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
37
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
55
ITEM 4.
Controls and Procedures
55
PART II. OTHER INFORMATION
ITEM 1.
Legal Proceedings
57
ITEM 1A.
Risk Factors
57
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
57
ITEM 5.
Other Information
58
ITEM 6.
Exhibits
59
Signature
60
Table of Contents
See accompanying notes.
3
PART
I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions,
except share data)
September 27,
December 28,
2025
2024
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
136
$
122
Accounts receivable, net of allowance for credit losses of $
84
and $
78
(1)
1,743
1,482
Inventories, net
1,912
1,810
Prepaid expenses and other
604
569
Total current assets
4,395
3,983
Property and equipment, net
603
531
Operating lease right-of-use assets
308
293
Goodwill
4,147
3,887
Other intangibles, net
1,046
1,023
Investments and other
598
501
Total assets
$
11,097
$
10,218
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
1,035
$
962
Bank credit lines
913
650
Current maturities of long-term debt
30
56
Operating lease liabilities
81
75
Accrued expenses:
Payroll and related
291
303
Taxes
181
139
Other
618
618
Total current liabilities
3,149
2,803
Long-term debt (1)
2,153
1,830
Deferred income taxes
144
102
Operating lease liabilities
264
259
Other liabilities
487
387
Total liabilities
6,197
5,381
Redeemable noncontrolling interests
877
806
Commitments and contingencies
(nil)
(nil)
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,
118,567,917
issued and outstanding on September 27, 2025 and
124,155,884
issued and outstanding on December 28, 2024
1
1
Additional paid-in capital
207
-
Retained earnings
3,375
3,771
Accumulated other comprehensive loss
(222)
(379)
Total Henry Schein, Inc. stockholders' equity
3,361
3,393
Noncontrolling interests
662
638
Total stockholders' equity
4,023
4,031
Total liabilities, redeemable noncontrolling
interests and stockholders' equity
$
11,097
$
10,218
(1)
Amounts presented include balances held by our consolidated variable interest entity (“VIE”).
At September 27, 2025 and
December 28, 2024, includes trade accounts receivable of $
492
million and $
241
million, respectively, and long-term debt of $
400
million and $
150
million, respectively.
See
Note 1 – Basis of Presentation
for further information.
Table of Contents
See accompanying notes.
4
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(in millions,
except share and per share data)
(unaudited)
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Net sales
$
3,339
$
3,174
$
9,747
$
9,482
Cost of sales
2,313
2,181
6,705
6,459
Gross profit
1,026
993
3,042
3,023
Operating expenses:
Selling, general and administrative
760
724
2,276
2,296
Depreciation and amortization
68
64
194
188
Restructuring costs
34
48
82
73
Operating income
164
157
490
466
Other income (expense):
Interest income
9
7
24
18
Interest expense
(38)
(34)
(111)
(96)
Other, net
(1)
(2)
(3)
(1)
Income before taxes, equity in earnings of affiliates and
noncontrolling interests
134
128
400
387
Income taxes
(28)
(32)
(94)
(97)
Equity in earnings of affiliates, net of tax
3
3
10
12
Net income
109
99
316
302
Less: Net income attributable to noncontrolling interests
(8)
-
(19)
(6)
Net income attributable to Henry Schein, Inc.
$
101
$
99
$
297
$
296
Earnings per share attributable to Henry Schein, Inc.:
Basic
$
0.84
$
0.79
$
2.44
$
2.32
Diluted
$
0.84
$
0.78
$
2.42
$
2.30
Weighted-average common
shares outstanding:
Basic
120,199,552
126,124,715
121,965,991
127,550,045
Diluted
121,036,247
127,054,934
122,840,062
128,498,494
Table of Contents
See accompanying notes.
5
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Net income
$
109
$
99
$
316
$
302
Other comprehensive income, net of tax:
Foreign currency translation gain (loss)
(1)
58
208
(58)
Unrealized gain (loss) from hedging activities
4
(18)
(22)
(3)
Other comprehensive income (loss), net of tax
3
40
186
(61)
Comprehensive income
112
139
502
241
Comprehensive income attributable to noncontrolling interests:
Net income
(8)
-
(19)
(6)
Foreign currency translation loss (gain)
2
(12)
(29)
3
Comprehensive income attributable to noncontrolling
interests
(6)
(12)
(48)
(3)
Comprehensive income attributable to Henry Schein, Inc.
$
106
$
127
$
454
$
238
Table of Contents
See accompanying notes.
6
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN
STOCKHOLDERS’ EQUITY
(in millions, except share data)
(unaudited)
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income (Loss)
Interests
Equity
Balance, June 28, 2025
121,895,045
$
1
$
186
$
3,485
$
(227)
$
643
$
4,088
Net income (excluding $
1
attributable to Redeemable
noncontrolling interests)
-
-
-
101
-
7
108
Foreign currency translation gain (loss) (excluding loss of $
1
attributable to Redeemable noncontrolling interests)
-
-
-
-
1
(1)
-
Unrealized gain from hedging activities,
net of tax of $
1
-
-
-
-
4
-
4
Contributions from noncontrolling shareholders
-
-
-
-
-
12
12
Change in fair value of redeemable securities
-
-
(12)
-
-
-
(12)
Noncontrolling interests and adjustments related to
business acquisitions and contingent consideration
-
-
14
-
-
-
14
Repurchase and retirement of common stock
(3,335,985)
-
7
(211)
-
-
(204)
Stock issued upon exercise of stock options
2,446
-
-
-
-
-
-
Stock-based compensation expense
9,789
-
12
-
-
1
13
Shares withheld for payroll taxes
(3,442)
-
-
-
-
-
-
Settlement of stock-based compensation awards
64
-
-
-
-
-
-
Balance, September 27, 2025
118,567,917
$
1
$
207
$
3,375
$
(222)
$
662
$
4,023
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income (Loss)
Interests
Equity
Balance, June 29, 2024
127,080,545
$
1
$
-
$
3,803
$
(292)
$
636
$
4,148
Net income (loss) (excluding $
1
attributable to Redeemable
noncontrolling interests)
-
-
-
99
-
(1)
98
Foreign currency translation gain (excluding gain of $
11
attributable to Redeemable noncontrolling interests)
-
-
-
-
46
1
47
Unrealized loss from hedging activities,
net of tax benefit of $
7
-
-
-
-
(18)
-
(18)
Purchase of noncontrolling interests
-
-
(1)
-
-
(1)
(2)
Change in fair value of redeemable securities
-
-
(6)
-
-
-
(6)
Noncontrolling interests and adjustments related to
business acquisitions
-
-
(4)
-
-
1
(3)
Repurchase and retirement of common stock
(1,954,076)
-
(18)
(119)
-
-
(137)
Stock issued upon exercise of stock options
22,448
-
1
-
-
-
1
Stock-based compensation expense
7,655
-
10
-
-
-
10
Shares withheld for payroll taxes
(2,403)
-
-
-
-
-
-
Settlement of stock-based compensation awards
25
-
1
-
-
-
1
Transfer of charges in excess of
capital
-
-
17
(17)
-
-
-
Balance, September 28, 2024
125,154,194
$
1
$
-
$
3,766
$
(264)
$
636
$
4,139
Table of Contents
See accompanying notes.
7
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN
STOCKHOLDERS' EQUITY
(in millions, except share data)
(unaudited)
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income (Loss)
Interests
Equity
Balance, December 28, 2024
124,155,884
$
1
$
-
$
3,771
$
(379)
$
638
$
4,031
Net income (excluding $
0
attributable to Redeemable
noncontrolling interests)
-
-
-
297
-
19
316
Foreign currency translation gain (excluding gain of $
28
-
-
-
-
-
-
attributable to Redeemable noncontrolling interests)
-
-
-
-
179
1
180
Unrealized loss from hedging activities,
-
-
-
-
-
-
net of tax benefit of $
8
-
-
-
-
(22)
-
(22)
Pension adjustment gain, net of tax of $
1
-
-
-
-
-
-
-
Net contributions from noncontrolling shareholders
-
-
-
-
-
5
5
Purchase of noncontrolling interests
-
-
(1)
-
-
(1)
(2)
Change in fair value of redeemable securities
-
-
(50)
-
-
-
(50)
Noncontrolling interests and adjustments related to
-
-
-
-
-
-
business acquisitions and contingent consideration
-
-
(46)
-
-
(1)
(47)
Issuance of common stock
3,285,151
-
250
-
-
-
250
Repurchase and retirement of common stock
(9,249,302)
-
(75)
(579)
-
-
(654)
Stock issued upon exercise of stock options
16,538
-
1
-
-
-
1
Stock-based compensation expense
556,270
-
28
-
-
1
29
Shares withheld for payroll taxes
(196,742)
-
(14)
-
-
-
(14)
Settlement of stock-based compensation awards
118
-
-
-
-
-
-
Transfer of charges in excess of
capital
-
-
-
114
(114)
-
-
-
-
Balance, September 27, 2025
118,567,917
$
1
$
207
$
3,375
$
(222)
$
662
$
4,023
Accumulated
Common Stock
Additional
Other
Total
$.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Loss
Interests
Equity
Balance, December 30, 2023
129,247,765
$
1
$
-
$
3,860
$
(206)
$
634
$
4,289
Net income (excluding $
0
attributable to Redeemable
noncontrolling interests)
-
-
-
296
-
6
302
Foreign currency translation gain/(loss) (excluding loss of $
4
attributable to Redeemable noncontrolling interests)
-
-
-
-
(55)
1
(54)
Unrealized loss from hedging activities,
net of tax benefit of $
1
-
-
-
-
(3)
-
(3)
Distributions to noncontrolling shareholders
-
-
-
-
-
(5)
(5)
Purchase of noncontrolling interests
-
-
(7)
-
-
(1)
(8)
Change in fair value of redeemable securities
-
-
(87)
-
-
-
(87)
Noncontrolling interests and adjustments related to
business acquisitions
-
-
(8)
-
-
1
(7)
Repurchase and retirement of common stock
(4,368,510)
-
(42)
(271)
-
-
(313)
Stock issued upon exercise of stock options
47,688
-
3
-
-
-
3
Stock-based compensation expense
337,753
-
30
-
-
-
30
Shares withheld for payroll taxes
(110,566)
-
(9)
-
-
-
(9)
Settlement of stock-based compensation awards
64
-
1
-
-
-
1
Transfer of charges in excess of
capital
-
-
119
(119)
-
-
-
Balance, September 28, 2024
125,154,194
$
1
$
-
$
3,766
$
(264)
$
636
$
4,139
Table of Contents
See accompanying notes.
8
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in millions)
(unaudited)
Nine Months Ended
September 27,
September 28,
2025
2024
Cash flows from operating activities:
Net income
$
316
$
302
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
229
221
Impairment charge on intangible assets
1
-
Non-cash restructuring charges
7
11
Stock-based compensation expense
29
30
Provision for losses on trade and other accounts receivable
9
12
Benefit from deferred income taxes
-
(41)
Equity in earnings of affiliates
(10)
(12)
Distributions from equity affiliates
9
10
Changes in unrecognized tax benefits
6
3
Other
(44)
(25)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
(198)
188
Inventories
(25)
38
Other current assets
(3)
38
Accounts payable and accrued expenses
5
(131)
Net cash provided by operating activities
331
644
Cash flows from investing activities:
Purchases of property and equipment
(96)
(112)
Payments related to equity investments and business acquisitions,
net of cash acquired
(112)
(223)
Proceeds from loan to affiliate
2
3
Capitalized software costs
(38)
(30)
Other
(9)
(10)
Net cash used in investing activities
(253)
(372)
Cash flows from financing activities:
Net change in bank credit lines
257
374
Proceeds from issuance of long-term debt
314
120
Principal payments for long-term debt
(28)
(193)
Debt issuance costs
(2)
-
Proceeds from issuance of stock upon exercise of stock options
1
3
Payments for repurchases and retirement of common stock
(650)
(310)
Issuance of common stock
250
-
Payments for taxes related to shares withheld for employee taxes
(14)
(9)
Distributions to noncontrolling shareholders
(12)
(36)
Payments for contingent consideration
(19)
-
Acquisitions of noncontrolling interests in subsidiaries
(79)
(255)
Net cash provided by (used in) financing activities
18
(306)
Effect of exchange rate changes on cash and cash equivalents
(82)
(11)
Net change in cash and cash equivalents
14
(45)
Cash and cash equivalents, beginning of period
122
171
Cash and cash equivalents, end of period
$
136
$
126
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
9
Note 1 – Basis of Presentation
Our condensed consolidated financial statements include the accounts of Henry
Schein, Inc., and all of our
controlled subsidiaries and VIE (“we”, “us” and “our”).
All intercompany accounts and transactions are eliminated
in consolidation.
Investments in unconsolidated affiliates for which we have the ability to influence
the operating
or financial decisions are accounted for under the equity method.
Certain prior period amounts have been
reclassified to conform to the current period presentation.
These reclassifications, individually and in the
aggregate, did not have a material impact on our condensed consolidated
financial condition, results of operations
or cash flows.
Our accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with
accounting principles generally accepted in the United States
(“U.S. GAAP”) for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the
information and footnote disclosures required by U.S. GAAP for complete
financial statements.
The unaudited condensed consolidated financial statements should
be read in conjunction with the audited
consolidated financial statements and notes to the consolidated financial
statements contained in our Annual Report
on Form 10-K for the year ended December 28, 2024 and with the information
contained in our other publicly-
available filings with the Securities and Exchange Commission.
The condensed consolidated financial statements
reflect all adjustments considered necessary for a fair presentation of
the consolidated results of operations and
financial position for the interim periods presented.
All such adjustments are of a normal recurring nature.
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in
the United States requires us to make estimates and assumptions that
affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The results of operations for the three and nine months ended September
27, 2025 are not necessarily indicative of
the results to be expected for any other interim period or for the year
ending December 27, 2025.
Our condensed consolidated financial statements reflect estimates and
assumptions made by us that affect, among
other things, our goodwill, long-lived asset and definite-lived intangible
asset valuation; inventory valuation; equity
investment valuation; assessment of the annual effective tax rate; valuation of
deferred income taxes and income
tax contingencies; the allowance for credit losses; hedging activity; supplier
rebates; measurement of compensation
cost for certain share-based performance awards and cash bonus plans; and
pension plan assumptions.
The primary beneficiary of a VIE is required to consolidate the assets and
liabilities of the VIE.
We are deemed to
be the primary beneficiary of the VIE when we have the power to direct activities
that most significantly affect its
economic performance and have the obligation to absorb the majority of
its losses or the right to receive benefits
that could potentially be significant to the VIE.
In determining whether we are the primary beneficiary, we
consider factors such as ownership interest, debt investments, management
representation, authority to control
decisions, and contractual and substantive participating rights of each party.
For this VIE, related to our U.S. trade
accounts receivable securitization as discussed in
Note 8 – Debt
,
the trade accounts receivable transferred to the
VIE are pledged as collateral to the related debt.
The VIE’s creditors have recourse to us for losses on these trade
accounts receivable.
At September 27, 2025 and December 28, 2024, certain trade
accounts receivable that can
only be used to settle obligations of this VIE were $
492
million and $
241
million, respectively, and the liabilities of
this VIE where the creditors have recourse to us were $
400
million and $
150
million, respectively.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
10
Note 2 – Significant Accounting Policies and Recently Issued Accounting
Standards
Significant Accounting Policies
There have been no material changes in our significant accounting policies during
the three and nine months ended
September 27, 2025, as compared to the significant accounting policies
described in Item 8 of our Annual Report
on Form 10-K for the year ended December 28, 2024.
Recently Issued Accounting Standards
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2025-06, “
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted
Improvements to the Accounting for Internal-Use Software
,” which removes all references to software development
project stages.
The ASU requires entities to begin capitalizing software costs when
management authorizes and
commits to funding the software project, and it is probable
that the project will be completed and the software will
be used for its intended purpose.
This ASU is effective for annual reporting periods beginning after December
15,
2027, and interim reporting periods within those annual reporting
periods, with early adoption permitted.
Upon
adoption, the guidance can be applied prospectively, retrospectively, or with a modified transition approach.
We
are currently evaluating the impact that ASU 2025-06 will have
on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, “
Financial Instruments - Credit Losses (Subtopic 326): Measurement
of Credit Losses for Accounts Receivable and Contract Assets,
” which introduces a practical expedient permitting
an entity to assume that conditions at the balance sheet date remain unchanged
throughout the remaining life of the
asset when estimating expected credit losses on current accounts
receivable and current contract asset under Topic
606 on revenue from contracts with customers. This ASU is effective for annual
reporting periods beginning after
December 15, 2025, with early adoption permitted.
We do not expect ASU 2025-05 to have a material impact on
our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “
Income Statement - Reporting Comprehensive Income -
Expense Disaggregation Disclosure (Subtopic 220-40)
:
Disaggregation of Income Statement Expenses
,” which
requires additional disclosure about the specific expense categories in
the notes to financial statements at interim
and annual reporting periods.
The amendments in this ASU do not change or remove current
expense disclosure
requirements, but affect where this information appears in the notes to financial statements.
This ASU is effective
for annual reporting periods beginning after December 15, 2026, and
interim reporting periods beginning after
December 15, 2027, with early adoption permitted.
Upon adoption, the guidance can be applied prospectively
or
retrospectively.
We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial
statements.
In December 2023, the FASB issued ASU 2023-09, “
Income Taxes (Topic
740): Improvements to Income Tax
Disclosures
,” which requires public business entities to disclose additional
information in specified categories with
respect to the reconciliation of the effective tax rate to the statutory rate for federal, state and
foreign income taxes.
It also requires greater detail about individual reconciling items in
the rate reconciliation to the extent the impact of
those items exceeds a specified threshold.
In addition to new disclosures associated with the rate reconciliation,
the
ASU requires information pertaining to taxes paid (net of refunds received)
to be disaggregated for federal, state
and foreign taxes and further disaggregated for specific jurisdictions
to the extent the related amounts exceed a
quantitative threshold.
The ASU also describes items that need to be disaggregated
based on their nature, which is
determined by reference to the item’s fundamental or essential characteristics, such as the transaction or event
that
triggered the establishment of the reconciling item and the activity with which
the reconciling item is associated.
The ASU eliminates the historic requirement that entities disclose information
concerning unrecognized tax
benefits having a reasonable possibility of significantly increasing
or decreasing in the 12 months following the
reporting date.
This ASU is effective for annual periods beginning after December 15, 2024.
The adoption of this
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HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
11
ASU will expand our income tax disclosures and will not have a
material impact on our consolidated balance sheet
or consolidated statement of income.
Note 3 – Cyber Incident
In October 2023 Henry Schein experienced a cyber incident that primarily
affected the operations of our North
American and European dental and medical distribution businesses.
Henry Schein One, our practice management
software, revenue cycle management and patient relationship management
solutions business, was not affected, and
our manufacturing businesses were mostly unaffected.
On November 22, 2023, we experienced a disruption of our
ecommerce platform and related applications, which was remediated.
With respect to the October 2023 cyber incident, we have a $
60
million insurance policy, following a $
5
million
retention.
During the three and nine months ended September 27, 2025,
we did
no
t incur any expenses directly
related to the cyber incident.
During the three and nine months ended September 28, 2024 we
incurred $
1
million
and $
9
million, respectively, of expenses related to the cyber incident, mostly consisting of professional fees.
During the three and nine months ended September 28, 2024, we received
insurance proceeds of $
10
million and
$
20
million, respectively, representing a partial insurance recovery of losses related to the cyber incident.
During
the three months ended March 29, 2025 we received insurance proceeds
of $
20
million under this policy,
representing the remaining insurance recovery of losses related to the cyber
incident.
The expenses and insurance
recoveries related to the cyber incident are included in the selling, general
and administrative line in our condensed
consolidated statements of income.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
12
Note 4 – Net Sales from Contracts with Customers
Net sales are recognized in accordance with policies disclosed in Item
8 of our Annual Report on Form 10-K for
the year ended December 28, 2024.
Disaggregation of Net Sales
As noted further in
Note 5 – Segment Data
,
during the fourth quarter of our fiscal year ended December 28,
2024, we revised our reportable segments to align with how the Chairman and
Chief Executive Officer manages
the business, assesses performance and allocates resources.
All prior comparative segment information has
been recast to reflect our new segment structure.
The following table disaggregates our net sales by reportable segment:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Net Sales:
Global Distribution and Value
-Added Services
Global Dental merchandise
$
1,210
$
1,155
$
3,613
$
3,579
Global Dental equipment
440
417
1,263
1,245
Global Value
-added services
64
63
174
175
Global Dental
1,714
1,635
5,050
4,999
Global Medical
1,126
1,076
3,197
3,059
Total Global Distribution
and Value
-Added Services
2,840
2,711
8,247
8,058
Global Specialty Products
369
348
1,122
1,078
Global Technology
173
157
502
470
Eliminations
(43)
(42)
(124)
(124)
Total
$
3,339
$
3,174
$
9,747
$
9,482
Contract Liabilities
The following table presents our contract liabilities:
As of
September 27,
December 28,
September 28,
December 30,
Description
2025
2024
2024
2023
Current contract liabilities
$
79
$
81
$
76
$
89
Non-current contract liabilities
9
8
8
9
Total contract
liabilities
$
88
$
89
$
84
$
98
During the nine months ended September 27, 2025, we recognized $
66
million in net sales that had been previously
deferred at December 28, 2024.
During the nine months ended September 28, 2024, we recognized
$
72
million in
net sales that had been previously deferred at December 30, 2023.
Current contract liabilities are included in
accrued expenses: other and the non-current contract liabilities are
included in other liabilities within our condensed
consolidated balance sheets.
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HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
13
Note 5
–
Segment Data
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised
reportable segments
now consist of: (i) Global Distribution and Value-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
These segments offer different products and services to
the same customer base.
All prior comparative segment information has been recast
to reflect our new segment
structure.
We aggregate operating segments into these reportable segments based on economic similarities, the nature of their
products, customer base and methods of distribution.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing
education services, consulting and other
services.
This segment also markets and sells under our own corporate brand
a portfolio of cost-effective, high-
quality consumable merchandise.
Global Specialty Products includes manufacturing, marketing
and sales of dental
implant and biomaterial products; and endodontic, orthodontic and orthopedic
products and other health care-
related products and services.
Global Technology includes development and distribution of practice management
software, e-services and other products, which are distributed to health
care providers.
Our organizational structure also includes Corporate, which consists primarily of
income and expenses associated
with support functions and projects.
Our chief operating decision maker (“CODM”) is our Chairman
and Chief Executive Officer.
Our CODM uses
adjusted operating income as the profitability metric for purposes of making
decisions about allocation of resources
to each segment and assessing performance of each segment.
Adjusted operating income provides a measure of our
underlying segment results that is in line with our approach to risk and performance
management.
We define
adjusted operating income as operating income adjusted to exclude
(a) direct cybersecurity costs and related
insurance recovery proceeds, (b) amortization of acquisition intangibles,
(c) organizational restructuring expenses,
(d) impairment of intangible assets, (e) changes in fair value of contingent consideration,
(f) litigation settlements,
and (g) costs associated with shareholder advisory matters and select value
creation consulting costs.
These
adjustments are either: (i) non-cash or non-recurring in nature; (ii) not allocable
or controlled by the segment; or
(iii) not tied to the operational performance of the segment.
Assets by segment are not a measure used to assess the
performance of the Company by CODM and thus are not reported in
our disclosures.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
14
Segment adjusted operating income is presented in the following
table to reconcile to operating income as
presented on the condensed consolidated statement of operations.
The reconciliation from operating income to
income before taxes and equity in earnings of affiliates is presented on our condensed consolidated
statements of
income.
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Gross Sales:
Global Distribution and Value
-Added Services
(1)
$
2,840
$
2,711
$
8,247
$
8,058
Global Specialty Products
(2)
369
348
1,122
1,078
Global Technology
(3)
173
157
502
470
Total Gross Sales
3,382
3,216
9,871
9,606
Less: Eliminations:
Global Distribution and Value
-Added Services
(5)
(5)
(13)
(26)
Global Specialty Products
(38)
(37)
(111)
(98)
Global Technology
-
-
-
-
Total Eliminations
(43)
(42)
(124)
(124)
Net Sales
Global Distribution and Value
-Added Services
2,835
2,706
8,234
8,032
Global Specialty Products
331
311
1,011
980
Global Technology
173
157
502
470
Total Net Sales
3,339
3,174
9,747
9,482
Segment Cost of Sales
(4)
Global Distribution and Value
-Added Services
2,138
2,025
6,176
5,964
Global Specialty Products
165
152
501
478
Global Technology
58
50
163
152
Total Segment Cost of Sales
2,361
2,227
6,840
6,594
Segment Operating Expenses
(5)
Global Distribution and Value
-Added Services
524
502
1,567
1,563
Global Specialty Products
133
151
442
472
Global Technology
69
68
206
211
Total Segment Operating Expenses
726
721
2,215
2,246
Segment Operating Income
Global Distribution and Value
-Added Services
178
184
504
531
Global Specialty Products
71
45
179
128
Global Technology
46
39
133
107
Total Segment Operating Income
295
268
816
766
Corporate, net
(33)
(25)
(99)
(55)
Adjustments
(6)
(98)
(86)
(227)
(245)
Total Operating Income
$
164
$
157
$
490
$
466
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Depreciation and Amortization
Global Distribution and Value
-Added Services
$
7
$
7
$
20
$
19
Global Specialty Products
11
7
28
21
Global Technology
9
8
26
26
Total Segment Depreciation and Amortization
27
22
74
66
Corporate
7
5
22
15
Acquisition intangible amortization within
adjustments
(6)
46
47
133
140
Total Depreciation and Amortization
$
80
$
74
$
229
$
221
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
15
(1)
Global Distribution and Value
-Added Services: Includes distribution of infection-control products, handpieces, preventatives,
impression materials, composites, anesthetics, teeth, gypsum, acrylics, articulators, abrasives, personal protective equipment
(“PPE”) products,
branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, dental chairs, delivery units
and lights, digital dental laboratories, X-ray supplies and equipment, high-tech and digital restoration equipment, equipment repair
services, financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
This segment also markets and sells under our own corporate brand a portfolio of cost-effective, high-quality consumable
merchandise.
(2)
Global Specialty Products: Includes manufacturing, marketing and sales of dental implant and biomaterial products; and
endodontic, orthodontic and orthopedic products and other health care-related products and services.
(3)
Global Technology: Includes development and distribution of practice management software, e-services and other products, which
are distributed to health care providers.
(4)
Cost of goods sold in our Global Distribution and Value-Added Services segment and our Global Specialty Products segment
includes product cost and inbound and outbound freight charges.
Cost of goods sold in our Global Technology segment consists
primarily of software development and third-party provider costs, including technology use and hosting fees.
(5)
Significant segment operating expenses for our reportable segments and Corporate include primarily compensation costs, and to a
lesser extent, rent, depreciation and maintenance costs related to operating our facilities.
(6)
Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.
The following table presents a breakdown of such adjustments:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Adjustments:
Restructuring costs
$
(34)
$
(48)
$
(82)
$
(73)
Acquisition intangible amortization
(46)
(47)
(133)
(140)
Cyber incident-insurance proceeds, net of third-party advisory
expenses
-
9
20
11
Change in contingent consideration
(6)
-
(4)
(38)
Litigation settlements
(2)
-
(3)
(5)
Impairment of intangible assets
-
-
(1)
-
Costs associated with shareholder advisory matters and select
value creation consulting costs
(10)
-
(24)
-
Total adjustments
$
(98)
$
(86)
$
(227)
$
(245)
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
16
Note 6
–
Business Acquisitions
Our acquisition strategy is focused on investments in companies that
add new customers and sales teams, increase
our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we
have already invested in businesses), and finally, those that enable us to access new products and technologies.
2025 Acquisitions
During the nine months ended September 27, 2025, we acquired companies
within the Global Distribution and
Value
-Added Services and Global Specialty Products segments.
We acquired ownership interest in these
companies ranging from
60
% to
100
%.
The following table aggregates the preliminary estimated fair value, as of
the date of the acquisition, of
consideration paid and net assets acquired for acquisitions during the nine months
ended September 27, 2025:
Preliminary
Allocation as of
September 27, 2025
Acquisition consideration:
Cash
$
112
Deferred consideration
1
Estimated fair value of contingent consideration payable
11
Fair value of previously held equity method investments
81
Noncontrolling interests
85
Total consideration
$
290
Identifiable assets acquired and liabilities assumed:
Current assets
$
50
Intangible assets
116
Other noncurrent assets
35
Current liabilities
(15)
Long-term debt
(1)
Deferred income taxes
(21)
Other noncurrent liabilities
(4)
Total identifiable
net assets
160
Goodwill
130
Total net assets acquired
$
290
The accounting for acquisitions in the nine months ended September 27, 2025 has
not been completed in several
areas, including, but not limited to, pending assessment of certain
assets, primarily including identifiable
intangibles and certain equity method investments, and certain liabilities,
primarily including deferred income
taxes.
Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions
are expected to provide
for us, as well as the expected growth potential.
The majority of the acquired goodwill is not deductible
for tax
purposes.
During the three and nine months ended September 27, 2025, in connection
with acquisitions of controlling
interests of affiliates, we recognized gains of approximately $
28
million and $
32
million, respectively, related to the
remeasurement to fair value of our previously held equity investments.
Such gains were calculated using a
discounted cash flow model based on Level 3 inputs, as defined in
Note 7 – Fair Value Measurements
,
which was
recorded in selling, general and administrative in the condensed consolidated
statements of income.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
17
The following table summarizes the intangible assets acquired during the nine
months ended September 27, 2025:
2025
Weighted Average
Useful
Lives (in years)
Customer relationships and lists
97
10
Trademarks / Tradenames
18
6
Non-compete agreements
1
5
Total
$
116
The impact of these acquisitions, individually and in the aggregate, was
not considered material to our condensed
consolidated financial statements.
Pro forma financial information since the acquisition date has not been presented
because the impact of these
acquisitions was immaterial to our condensed consolidated
financial statements.
2024 Acquisitions
Acquisition of TriMed
On April 1, 2024, we acquired a
60
% voting equity interest in TriMed Inc. (“TriMed”), a global developer of
solutions for the orthopedic treatment of lower and upper extremities, headquartered
in California, for consideration
of $
315
million.
This acquisition is reported in our Global Specialty Products segment.
During the year ended
December 28, 2024, we completed the accounting for this acquisition.
The following table aggregates the final fair value, as of the date of the acquisition,
of consideration paid and net
assets acquired in the TriMed acquisition:
Final Allocation
Acquisition consideration:
Cash
$
141
Deferred consideration
21
Redeemable noncontrolling interests
153
Total consideration
$
315
Identifiable assets acquired and liabilities assumed:
Current assets
$
35
Intangible assets
221
Other noncurrent assets
10
Current liabilities
(7)
Deferred income taxes
(62)
Other noncurrent liabilities
(6)
Total identifiable
net assets
191
Goodwill
124
Total net assets acquired
$
315
Goodwill is a result of synergies that are expected to originate from the acquisition as well as
the expected growth
potential of TriMed.
The acquired goodwill is not deductible for tax purposes.
The intangible assets acquired consisted of product development of $
204
million, trademarks and tradenames of $
9
million, and in-process research and development of $
8
million.
Weighted average useful lives for these acquired
intangible assets were
9
years,
7
years and indefinite-lived, respectively.
Except for in-process research and
development (“IPR&D”), intangible assets acquired as a result of the
TriMed acquisition are being amortized over
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
18
their estimated useful lives using the straight-line method of amortization.
IPR&D is accounted for as an
indefinite-lived intangible asset and is not amortized until completion or
abandonment of the associated research
and development efforts.
IPR&D is tested for impairment annually or periodically if
an indicator of impairment
exists during the period until completion.
Pro forma financial information and TriMed’s revenue and earnings since the acquisition date have not been
presented because the impact of the TriMed acquisition was immaterial to our condensed consolidated
financial
statements.
Other 2024 Acquisitions
During the year ended December 28, 2024, we acquired companies within
the Global Distribution and Value-
Added Services and Global Specialty Products segments.
Our acquired ownership interest in these companies
range from
51
% to
100
%.
Total consideration for these acquisitions was $
113
million (including cash paid of $
62
million, fair value of previously held equity investment of $
30
million, noncontrolling interest of $
18
million,
estimated fair value of contingent consideration payable of $
2
million, and deferred consideration of $
1
million).
Net assets acquired primarily consisted of $
60
million of goodwill and $
64
million of intangible assets.
The
intangible assets acquired consisted of customer relationships and lists of
$
33
million, trademarks and tradenames
of $
24
million, product development of $
5
million and non-compete agreements of $
2
million.
Weighted average
useful lives for these acquired intangible assets were
11
years,
7
years,
9
years and
5
years, respectively.
During the first half of fiscal 2025 we completed the accounting for all
acquisitions that occurred in the year ended
December 28, 2024.
We did not record material adjustments in our condensed consolidated financial statements
relating to changes in estimated values of assets acquired, liabilities
assumed or contingent consideration assets and
liabilities in respect to these acquisitions.
Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions
are expected to provide
for us, as well as the expected growth potential.
The majority of the acquired goodwill is not deductible
for tax
purposes.
During the three and nine months ended September 28, 2024, in connection
with an acquisition of a controlling
interest of an affiliate, we recognized a gain of approximately $
19
million related to the remeasurement to fair value
of our previously held equity investment, using a discounted cash flow
model based on Level 3 inputs, as defined in
Note 7 – Fair Value Measurements
,
which was recorded in selling, general and administrative
in the condensed
consolidated statements of income.
Pro forma financial information for our 2024 acquisitions has not been
presented because the impact of the
acquisitions was immaterial to our condensed consolidated
financial statements.
Acquisition Costs
During the three and nine months ended September 27, 2025, we
incurred $
1
million and $
4
million in acquisition
costs, respectively.
During the three and nine months ended September 28, 2024,
we incurred $
2
million and $
5
million in acquisition costs, respectively.
These costs are included in selling, general and administrative
in our
condensed consolidated statements of income.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
19
Note 7 – Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained
from independent sources (observable
inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best
information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the
highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority
to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described as follows:
•
Level 1— Unadjusted quoted prices in active markets for identical assets
or liabilities that are accessible at the
measurement date.
•
Level 2— Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability,
either directly or indirectly.
Level 2 inputs include: quoted prices for similar assets or liabilities
in active markets;
quoted prices for identical or similar assets or liabilities in markets
that are not active; inputs other than quoted
prices that are observable for the asset or liability; and inputs that are
derived principally from or corroborated by
observable market data by correlation or other means.
•
Level 3— Inputs that are unobservable for the asset or liability.
The following section describes the fair values of our financial instruments
and the methodologies that we used to
measure their fair values.
Investments and notes receivable
There are no quoted market prices available for investments in unconsolidated
affiliates and notes receivable.
Certain of our notes receivable contain variable interest rates.
We believe the carrying amounts of the notes
receivable are a reasonable estimate of fair value based on the interest rates
in the applicable markets.
Our notes
receivable fair value is based on Level 3 inputs within the fair value
hierarchy.
Debt
The fair value of our debt (including bank credit lines, current maturities
of long-term debt and long-term debt) is
based on Level 3 inputs within the fair value hierarchy, and as of September 27, 2025 and December 28, 2024 was
estimated at $
3,096
million and $
2,536
million, respectively.
Factors that we considered when estimating the fair
value of our debt include market conditions, such as interest rates and credit
spreads.
Derivative contracts
Derivative contracts are valued using quoted market prices and
significant other observable inputs.
Our derivative
instruments primarily include foreign currency forward contracts, interest
rate swaps and total return swaps.
The fair values for the majority of our foreign currency derivative contracts
are obtained by comparing our contract
rate to a published forward price of the underlying market rates, which
are based on market rates for comparable
transactions that are classified within Level 2 of the fair value hierarchy.
The fair value of the interest rate swap, which is classified within Level 2
of the fair value hierarchy, is determined
by comparing our contract rate to a forward market rate as of the
valuation date.
The fair value of total return swaps is determined by valuing the underlying
exchange traded funds of the swap
using market-on-close pricing by industry providers as of the valuation
date that are classified within Level 2 of the
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
20
fair value hierarchy.
Redeemable noncontrolling interests
The values for redeemable noncontrolling interests are based on recent
transactions and/or implied multiples of
earnings that are classified within Level 3 of the fair value hierarchy.
See
Note 13 – Redeemable Noncontrolling
Interests
for additional information.
Intangible Assets
Assets measured on a non-recurring basis at fair value include intangibles.
Inputs for measuring intangibles are
classified as Level 3 within the fair value hierarchy.
Defined Benefit Plans
Assets of our defined benefit plans are measured on a recurring basis
and are classified as Level 1 within the fair
value hierarchy.
Contingent Consideration
We estimate the fair value of contingent consideration payments as part of the acquisition price and record the
estimated fair value of contingent consideration as a liability on our
condensed consolidated balance sheet.
For
transactions accounted for as business combinations, subsequent changes
in the estimated fair value of contingent
consideration payments are included in selling, general and administrative
expenses in our condensed consolidated
statements of income
(see
Note 6 – Business Acquisitions
)
.
For transactions involving changes in our ownership in
subsidiaries without a change in our control, subsequent changes
in the estimated fair value of contingent
consideration payments are recognized in additional paid-in capital in our
condensed consolidated balance sheet.
We measure contingent consideration at the fair value on a recurring basis using significant unobservable inputs
classified as Level 3 of the fair value hierarchy.
We use various valuation techniques, including the Monte Carlo
simulation and probability-weighted scenarios, to determine the fair value
of the contingent consideration liabilities
on the acquisition date and at each reporting period.
Our fair value measurement inputs include expected operating
performance, discount and risk-free rates, and credit spread.
The components of the change in the fair value of contingent consideration
for the three and nine months ended
September 27, 2025 and September 28, 2024 are presented in the following
table:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Balance, beginning of period
$
106
$
46
$
30
$
6
Increase in contingent consideration due to business
acquisitions and acquisitions of noncontrolling interests in
subsidiaries
1
-
95
2
Decrease in contingent consideration due to payments
-
-
(19)
-
Change in fair value of contingent consideration in
connection with business acquisitions
7
-
5
38
Change in fair value of contingent consideration in
connection with
changes in ownership in consolidated
subsidiaries
(18)
-
(15)
-
Balance, end of period
$
96
$
46
$
96
$
46
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
21
The following table presents our assets and liabilities that are measured and
recognized at fair value on a recurring
basis classified under the appropriate level of the fair value hierarchy as of
September 27, 2025 and December 28,
2024:
September 27, 2025
Level 1
Level 2
Level 3
Total
Assets:
Derivative contracts designated as hedges
$
-
$
2
$
-
$
2
Derivative contracts undesignated
-
1
-
1
Total return
swap
-
2
-
2
Total assets
$
-
$
5
$
-
$
5
Liabilities:
Derivative contracts designated as hedges
$
-
$
23
$
-
$
23
Derivative contracts undesignated
-
-
-
-
Contingent consideration
-
-
96
96
Total liabilities
$
-
$
23
$
96
$
119
Redeemable noncontrolling interests
$
-
$
-
$
877
$
877
December 28, 2024
Level 1
Level 2
Level 3
Total
Assets:
Derivative contracts designated as hedges
$
-
$
10
$
-
$
10
Derivative contracts undesignated
-
7
-
7
Total assets
$
-
$
17
$
-
$
17
Liabilities:
Derivative contracts designated as hedges
$
-
$
5
$
-
$
5
Derivative contracts undesignated
-
4
-
4
Total return
swap
-
3
-
3
Contingent consideration
-
-
30
30
Total liabilities
$
-
$
12
$
30
$
42
Redeemable noncontrolling interests
$
-
$
-
$
806
$
806
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
22
Note 8 – Debt
Bank Credit Lines
Bank credit lines consisted of the following:
September 27,
December 28,
2025
2024
Revolving credit agreement
$
250
$
-
Other short-term bank credit lines
663
650
Total
$
913
$
650
Revolving Credit Agreement
On
August 20, 2021
, we entered into a $
1.0
billion revolving credit agreement (the “Revolving Credit Agreement”)
which was amended and restated on
July 11, 2023
to extend the maturity date to
July 11, 2028
and update the
interest rate provisions to reflect the current market approach for a
multicurrency facility.
On June 6, 2025, we
amended and restated the Revolving Credit Agreement to, among other
things, modify certain financial definitions
and covenants.
The interest rate on this revolving credit facility is based on Term Secured Overnight Financing
Rate (“
Term SOFR
”) plus a spread based on our leverage ratio at the end
of each financial reporting quarter.
As of
September 27, 2025 the interest rate on this revolving credit
facility was
4.14
% plus
1.07
% for a combined rate of
5.21
%.
As of December 28, 2024 the interest rate on this revolving
credit facility was
4.45
% plus
1.18
%, for a
combined rate of
5.63
%.
The Revolving Credit Agreement requires, among other things, that we
maintain certain maximum leverage ratios.
Additionally, the Revolving Credit Agreement contains customary representations, warranties and affirmative
covenants as well as customary negative covenants, subject to negotiated
exceptions, on liens, indebtedness,
significant corporate changes (including mergers), dispositions and certain restrictive
agreements.
As of September
27, 2025 and December 28, 2024, we had $
250
million and $
0
million in borrowings, respectively, under this
revolving credit facility.
During the nine months ended September 27, 2025, the
average outstanding balance under
the Revolving Credit Agreement was approximately $
181
million.
As of September 27, 2025 and December 28,
2024, there were $
10
million and $
11
million of letters of credit, respectively, provided to third parties under the
Revolving Credit Agreement.
Other Short-Term Bank Credit
Lines
As of September 27, 2025 and December 28, 2024, we had various other
short-term bank credit lines available, in
various currencies, with a maximum borrowing capacity of $
783
million and $
790
million, respectively.
As of
September 27, 2025 and December 28, 2024, $
663
million and $
650
million, respectively, were outstanding.
During the nine months ended September 27, 2025, the average outstanding
balances under our various other short-
term bank credit lines was approximately $
675
million.
As of September 27, 2025 and December 28, 2024,
borrowings under other short-term bank credit lines had weighted average
interest rates of
5.11
% and
5.35
%,
respectively.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
23
Long-term debt
Long-term debt consisted of the following:
September 27,
December 28,
2025
2024
Private placement facilities
$
975
$
975
Term loan
749
712
U.S. trade accounts receivable securitization
400
150
Various
collateralized and uncollateralized loans payable with interest,
in varying installments through 2031 at interest rates
from
0.00
% to
9.42
% at September 27, 2025 and
from
0.00
% to
9.42
% at December 28, 2024
52
43
Finance lease obligations
7
6
Total
2,183
1,886
Less current maturities
(30)
(56)
Total long-term debt
$
2,153
$
1,830
Private Placement Facilities
Our private placement facilities provided by
four
insurance companies have a total facility amount of $
1.5
billion,
and are available on an uncommitted basis at fixed rate economic terms
to be agreed upon at the time of issuance,
from time to time through
October 20, 2026
.
The facilities allow us to issue senior promissory notes to the
lenders
at a fixed rate based on an agreed upon spread over applicable treasury
notes at the time of issuance.
The term of
each possible issuance will be selected by us and can range from
five
to
15 years
(with an average life no longer
than
12 years
).
The proceeds of any issuances under the facilities will be used
for general corporate purposes,
including working capital and capital expenditures, to refinance existing
indebtedness, and/or to fund potential
acquisitions.
The agreements provide, among other things, that we maintain
certain maximum leverage ratios, and
contain restrictions relating to subsidiary indebtedness, liens, affiliate transactions,
disposal of assets and certain
changes in ownership.
These facilities contain make-whole provisions in the event that we
pay off the facilities
prior to the applicable due dates.
The components of our private placement facility borrowings as of
September 27, 2025, which have a weighted
average interest rate of
3.70
%, are presented in the following table:
Amount of
Date of
Borrowing
Borrowing
Borrowing
Outstanding
Rate
Due Date
June 16, 2017
$
100
3.42
%
June 16, 2027
September 15, 2017
100
3.52
September 15, 2029
January 2, 2018
100
3.32
January 2, 2028
September 2, 2020
100
2.35
September 2, 2030
June 2, 2021
100
2.48
June 2, 2031
June 2, 2021
100
2.58
June 2, 2033
May 4, 2023
75
4.79
May 4, 2028
May 4, 2023
75
4.84
May 4, 2030
May 4, 2023
75
4.96
May 4, 2033
May 4, 2023
150
4.94
May 4, 2033
Total
$
975
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
24
The components of our private placement facility borrowings as of December
28, 2024, which have a weighted
average interest rate of
3.70
%, are presented in the following table:
Amount of
Date of
Borrowing
Borrowing
Borrowing
Outstanding
Rate
Due Date
June 16, 2017
$
100
3.42
%
June 16, 2027
September 15, 2017
100
3.52
September 15, 2029
January 2, 2018
100
3.32
January 2, 2028
September 2, 2020
100
2.35
September 2, 2030
June 2, 2021
100
2.48
June 2, 2031
June 2, 2021
100
2.58
June 2, 2033
May 4, 2023
75
4.79
May 4, 2028
May 4, 2023
75
4.84
May 4, 2030
May 4, 2023
75
4.96
May 4, 2033
May 4, 2023
150
4.94
May 4, 2033
Total
$
975
Term Loan
On July 11, 2023, we entered into a
three-year
$
750
million term loan credit agreement (the “Term Credit
Agreement”), which was originally scheduled to mature on
July 11, 2026
.
On June 6, 2025, this agreement was
amended and restated to, among other things, (i) extend the maturity date
to
June 6, 2030
, and (ii) modify certain
financial definitions and covenants.
The interest rate on this term loan is based on the
Term SOFR
plus a spread
based on our leverage ratio at the end of each financial reporting quarter.
Beginning in June 2026 and continuing
through June 2027, we are required to make quarterly payments of $
5
million.
In September 2027, the quarterly
payment amount increases to $
9
million, continuing through June 2030 with the remaining balance due June
6,
2030.
As of September 27, 2025, the borrowings outstanding under this
term loan were $
749
million.
At
September 27, 2025, the interest rate under the Term Credit Agreement was
4.18
% plus
1.25
%, for a combined rate
of
5.43
%.
As of December 28, 2024, the borrowings outstanding under this
term loan were $
712
million.
At
December 28, 2024, the interest rate under the Term Credit Agreement was
4.45
% plus
1.60
%, for a combined rate
of
6.05
%.
However, at December 28, 2024, we had a hedge in place creating an effective fixed rate of
6.04
%.
After renewing the Term Credit Agreement in June of 2025, our hedged portion of the Term Credit Agreement was
approximately
91
% of the notional total.
As of September 27, 2025, the effective fixed rate was
5.69
% and the
floating rate was
5.43
%, resulting in a weighted average rate of
5.67
%.
The Term Credit Agreement requires,
among other things, that we maintain certain maximum leverage ratios.
Additionally, the Term
Credit Agreement
contains customary representations, warranties and affirmative covenants as well
as customary negative covenants,
subject to negotiated exceptions, on liens, indebtedness, significant corporate
changes (including mergers),
dispositions and certain restrictive agreements.
U.S. Trade Accounts Receivable Securitization
We have a facility agreement based on our U.S. trade accounts receivable that is structured as an asset-backed
securitization program with pricing committed for up to
three years
.
On December 6, 2024, we extended the
expiration date of this facility agreement to
December 6, 2027
(the previous maturity date was
December 15, 2025
).
This facility agreement has a purchase limit of $
450
million with
two
banks as agents.
As of September 27, 2025 and December 28, 2024, the borrowings
outstanding under this securitization facility
were $
400
million and $
150
million, respectively.
At September 27, 2025, the interest rate on borrowings under
this facility was based on the
asset-backed commercial paper rate
of
4.36
% plus
0.75
%, for a combined rate of
5.11
%.
At December 28, 2024, the interest rate on borrowings under
this facility was based on the asset-backed
commercial paper rate of
4.73
% plus
0.75
%, for a combined rate of
5.48
%.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
25
If our accounts receivable collection pattern changes due to customers
either paying late or not making payments,
our ability to borrow under this facility may be reduced.
We are required to pay a commitment fee of
30
to
35
basis
points depending upon program utilization.
Note 9 – Income Taxes
For the three months ended September 27, 2025, our effective tax rate was
21.3
%, compared to
24.7
% for the prior
year period.
The difference between our effective and federal statutory tax rates primarily relates to state and
foreign income taxes and interest expense.
For the three months ended September 27, 2025, the difference was
further impacted by the tax treatment associated with the acquisition of a
controlling interest of a previously held
non-controlling equity investment.
For the nine months ended September 27, 2025, our effective tax rate was
23.5
%, compared to
25.1
% for the prior
year period.
The difference between our effective tax rate and the federal statutory tax rate is primarily
due to state
and foreign income taxes and interest expense.
For the nine months ended September 27, 2025, the difference was
further impacted by the tax treatment associated with the acquisition of a
controlling interest of a previously held
non-controlling equity investment.
On July 4, 2025, President Trump signed the reconciliation tax bill, commonly known as the “One
Big Beautiful
Bill Act” (OBBBA),
into law.
Corporate provisions in the OBBBA include immediate expensing of domestic
research and experimental expenditures, limitations on certain deductions
and modifications to international tax
provisions.
As a result of the OBBBA, we anticipate a reduction in current
income tax liabilities and deferred tax
assets.
The “Organization of Economic Co-Operation and Development”
(OECD) issued technical and administrative
guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of
large multinational businesses on a country-by-country basis.
Effective January 1, 2024, the minimum global tax
rate is 15% for various jurisdictions pursuant to the Pillar Two rules.
Future tax reform resulting from these
developments may result in changes to long-standing tax principles, which
may adversely impact our effective tax
rate going forward or result in higher cash tax liabilities.
As of September 27, 2025,
the impact of the Pillar Two
rules to our financial statements was immaterial.
The total amount of unrecognized tax benefits, which are included in
“other liabilities” within our condensed
consolidated balance sheets, as of September 27, 2025 and December 28,
2024 was $
114
million and $
108
million,
respectively, of which $
107
million and $
100
million, respectively, would affect the effective tax rate if recognized.
It is possible that the amount of unrecognized tax benefits will
change in the next 12 months, which may result in a
material impact on our condensed consolidated statements of income.
All tax returns audited by the IRS are officially closed through 2020.
The tax years subject to examination by the
IRS include years 2021 and forward.
In addition, limited positions reported in the 2017 tax year are subject
to IRS
examination.
The amount of tax interest expense included as a component of the provision
for taxes was $
2
million and $
0
million for the three months ended September 27, 2025 and September
28, 2024, respectively.
The amount of tax
interest expense included as a component of the provision for taxes was
$
3
million and $
1
million for the nine
months ended September 27, 2025 and September 28, 2024, respectively.
The total amount of accrued interest is
included in other liabilities within our condensed consolidated balance sheets,
and was $
21
million as of September
27, 2025 and $
18
million as of December 28, 2024.
The amount of penalties accrued for during the periods
presented was not material to our condensed consolidated financial statements.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
26
Note 10 – Plans of Restructuring
On August 6, 2024, we committed to a new restructuring plan (the “2024
Plan”) to integrate recent acquisitions,
right-size operations and further increase efficiencies.
We currently expect completion of this plan to be at the end
of 2027.
During the three months ended September 27, 2025 and September
28, 2024, we recorded restructuring
charges associated with the 2024 Plan of $
34
million and $
36
million, respectively.
During the nine months ended
September 27, 2025 and September 28, 2024, we recorded restructuring
charges associated with the 2024 Plan of
$
82
million and $
36
million, respectively.
The restructuring costs for these periods primarily related
to severance
and employee-related costs, accelerated amortization of right-of-use assets and
fixed assets, and other exit costs.
We expect to record restructuring charges associated with the 2024 Plan through the end of 2027; however,
an
estimate of the amount of these charges for 2025 through 2027 has not yet been determined.
On August 1, 2022, we committed to a restructuring plan (the “2022
Plan”) focused on funding the priorities of the
BOLD+1 strategic plan, streamlining operations and other initiatives to
increase efficiency.
The 2022 Plan was
completed as of July 31, 2024.
During the three and nine months ended September 28, 2024, in connection
with
our 2022 Plan, we recorded restructuring costs of $
12
million and $
37
million, respectively, which primarily related
to severance and employee-related costs, accelerated amortization of
right-of-use assets and fixed assets, and other
exit costs.
Restructuring costs recorded for the three and nine months ended September
27, 2025 and September 28, 2024 in
connection with the 2024
Plan and 2022 Plan, respectively, consisted of the following:
Three Months Ended September 27, 2025
Global Distribution
and Value-Added
Services
Global
Specialty
Products
Global
Technology
Corporate
Total
2024 Plan
Severance and employee-related costs
$
13
$
4
$
1
$
9
$
27
Impairment and accelerated depreciation and amortization
of right-of-use lease assets and other long-lived assets
-
4
(1)
-
3
Exit and other related costs
1
3
-
-
4
Restructuring costs-2024 Plan
$
14
$
11
$
-
$
9
$
34
Three Months Ended September 28, 2024
Global Distribution
and Value-Added
Services
Global
Specialty
Products
Global
Technology
Corporate
Total
2024 Plan
Severance and employee-related costs
$
23
$
2
$
5
$
1
$
31
Impairment and accelerated depreciation and amortization
of right-of-use lease assets and other long-lived assets
2
-
2
-
4
Exit and other related costs
1
-
-
-
1
Restructuring costs-2024 Plan
$
26
$
2
$
7
$
1
$
36
Three Months Ended September 28, 2024
Global Distribution
and Value-Added
Services
Global
Specialty
Products
Global
Technology
Corporate
Total
2022 Plan
Severance and employee-related costs
$
6
$
2
$
-
$
-
$
8
Impairment and accelerated depreciation and amortization
of right-of-use lease assets and other long-lived assets
1
-
-
-
1
Exit and other related costs
1
2
-
-
3
Restructuring costs-2022 Plan
$
8
$
4
$
-
$
-
$
12
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
27
Nine Months Ended September 27, 2025
Global Distribution
and Value-Added
Services
Global
Specialty
Products
Global
Technology
Corporate
Total
2024 Plan
Severance and employee-related costs
$
34
$
14
$
2
$
17
$
67
Impairment and accelerated depreciation and amortization
of right-of-use lease assets and other long-lived assets
1
6
(1)
-
6
Exit and other related costs
4
3
1
-
8
Loss on disposal of a business
1
-
-
-
1
Restructuring costs-2024 Plan
$
40
$
23
$
2
$
17
$
82
Nine Months Ended September 28, 2024
Global Distribution
and Value-Added
Services
Global
Specialty
Products
Global
Technology
Corporate
Total
2024 Plan
Severance and employee-related costs
$
23
$
2
$
5
$
1
$
31
Impairment and accelerated depreciation and amortization
of right-of-use lease assets and other long-lived assets
2
-
2
-
4
Exit and other related costs
1
-
-
-
1
Restructuring costs-2024 Plan
$
26
$
2
$
7
$
1
$
36
Nine Months Ended September 28, 2024
Global Distribution
and Value-Added
Services
Global
Specialty
Products
Global
Technology
Corporate
Total
2022 Plan
Severance and employee-related costs
$
18
$
5
$
1
$
-
$
24
Impairment and accelerated depreciation and amortization
of right-of-use lease assets and other long-lived assets
10
-
-
(3)
7
Exit and other related costs
2
2
-
2
6
Restructuring costs-2022 Plan
$
30
$
7
$
1
$
(1)
$
37
The following table summarizes,
by plan year the activity related to the liabilities associated with
our restructuring
initiatives under the 2022 Plan and the 2024 Plan for the nine months
ended September 27, 2025.
The remaining
accrued balance of restructuring costs as of September 27, 2025, which
primarily relates to severance and
employee-related costs, is included in accrued expenses: other within
our condensed consolidated balance sheets.
Liabilities related to exited leased facilities are recorded within our current
and non-current operating lease
liabilities within our condensed consolidated balance sheets.
2022 Plan
2024 Plan
Total
Balance, December 28, 2024
$
12
$
28
$
40
Restructuring costs
-
82
82
Non-cash impairment, accelerated depreciation and
amortization
-
(6)
(6)
Non-cash impairment on disposal of a business
-
(1)
(1)
Cash payments and other adjustments
(10)
(52)
(62)
Balance, September 27, 2025
$
2
$
51
$
53
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
28
Note 11 – Legal Proceedings
Henry Schein, Inc. has been named as a defendant in multiple opioid
related lawsuits (currently less than twenty
(
20
); one or more of Henry Schein, Inc.’s subsidiaries is also named as a defendant in a number of those
cases).
Generally, the lawsuits allege that the manufacturers of prescription opioid drugs engaged in a false
advertising campaign to expand the market for such drugs and their own
market share and that the entities in the
supply chain (including Henry Schein, Inc. and its subsidiaries) reaped
financial rewards by refusing or otherwise
failing to monitor appropriately and restrict the improper distribution of those
drugs.
The actions that remain have
been consolidated within the MultiDistrict Litigation (“MDL”) proceeding
In Re National Prescription Opiate
Litigation (MDL No. 2804; Case No. 17-md-2804) and are currently
stayed.
Of Henry Schein’s 2024 net sales of
approximately $
12.7
billion, sales of opioids represented less than
four
-tenths of 1 percent.
Opioids represent a
negligible part of our business.
We intend to defend ourselves vigorously against these actions.
From time to time, we may become a party to other legal proceedings,
including, without limitation, product
liability claims, employment matters, commercial disputes, governmental
inquiries and investigations (which may
in some cases involve our entering into settlement arrangements or consent
decrees), and other matters arising out
of the ordinary course of our business.
While the results of any legal proceeding cannot be predicted with certainty,
in our opinion none of these other pending matters are currently
anticipated to have a material adverse effect on our
consolidated financial position, liquidity or results of operations.
As of September 27, 2025, we had accrued our best estimate of potential
losses relating to claims that were
probable to result in liability and for which we were able to reasonably
estimate a loss.
This accrued amount, as
well as related expenses, was not material to our financial position,
results of operations or cash flows.
Our method
for determining estimated losses considers currently available facts,
presently enacted laws and regulations and
other factors, including probable recoveries from third parties.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
29
Note 12 – Stock-Based Compensation
Stock-based awards are provided to certain employees under our 2024 Stock Incentive
Plan (formerly known as our
2020 Stock Incentive Plan) and to non-employee directors under our 2023 Non-Employee
Director Stock Incentive
Plan (together, the “Plans”).
The Plans are administered by the Compensation Committee of the Board
of Directors
(the “Compensation Committee”).
Historically, equity-based awards to our employees have been granted solely in
the form of time-based and performance-based restricted stock units (“RSUs”) with
the exception of our 2021 plan
year in which non-qualified stock options were issued in place of performance-based
RSUs and in 2022, when we
granted time-based and performance-based RSUs, as well as non-qualified
stock options.
Starting with our 2023 plan year, we returned to granting our employees equity-based awards solely
in the form of
time-based RSUs (which vest solely based on the recipient’s continued service over time) and performance-based
RSUs (which vest based on achieving specified performance
measurements and the recipient’s continued service
over time).
Our non-employee directors receive equity-based awards solely in
the form of time-based RSUs.
In our 2025 plan year, stock awards issued to our Chief Executive Officer were allocated
35
% to time-based RSU
awards with
four-year
cliff vesting and
65
% to performance-based RSU awards with
three-year
cliff vesting.
In our
2025 plan year, stock awards issued to members of our Executive Management Committee were allocated
50
% to
time-based RSU awards with
four-year
cliff vesting and
50
% to performance-based RSU awards with
three-year
cliff vesting.
In our 2025 plan year, stock awards issued to our eligible vice-presidents were allocated
80
% to time-based RSU
awards and
20
% to performance-based RSU awards with
three-year
cliff vesting.
Our vice-president level time-
based awards will vest
50
% on the third anniversary of the grant date with the remaining
50
% vesting on the fourth
anniversary of the grant date.
In our 2025 plan year, we began granting only time-based RSU awards to our eligible director level employees.
Our director level time-based RSU awards will vest
50
% on the third anniversary of the grant date with the
remaining
50
% vesting on the fourth anniversary of the grant date.
RSUs are stock-based awards granted to recipients with specified vesting provisions.
In the case of RSUs, common
stock is delivered on or following satisfaction of vesting conditions.
We issue RSUs to employees that primarily
vest (i) solely based on the recipient’s continued service over time, primarily with
four
-year cliff vesting for RSU
awards granted prior to 2025 and with vesting upon third and fourth anniversary
of the grant date for RSU awards
granted in 2025 and/or (ii) based on achieving specified performance
measurements and the recipient’s continued
service over time, primarily with
three
-year cliff vesting.
RSUs granted to our non-employee directors primarily
include
12
-month cliff vesting.
For the performance-based RSUs and the time-based RSUs with cliff vesting
(issued in 2022-2024 plan years), we recognize the cost as compensation
expense on a straight-line basis.
For the
time-based RSUs with graded vesting (issued in the 2025 plan year), we recognize
the cost as compensation
expense on an accelerated basis.
For all RSUs, we estimate the fair value based on our closing stock
price on the grant date.
With respect to
performance-based RSUs, the number of shares that ultimately vest and
are received by the recipient is based upon
our performance as measured against specified targets over a specified period, as
determined by the Compensation
Committee.
Although there is no guarantee that performance targets will be achieved, we
estimate the fair value of
performance-based RSUs based on our closing stock price at time of grant.
Each of the Plans provide for certain adjustments to the performance
measurement in connection with awards under
the Plans.
With respect to the performance-based RSUs granted under our 2024 Stock Incentive Plan, such
performance measurement adjustments relate to significant events, including,
without limitation, acquisitions,
divestitures, new business ventures, changes in fair value of contingent
consideration (solely with respect to
performance-based RSUs granted in the 2024 and 2025 plan years),
certain capital transactions (including share
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
30
repurchases), differences in budgeted average outstanding shares (other
than those resulting from capital
transactions referred to above), restructuring costs, amortization
expense recorded for acquisition-related intangible
assets, certain litigation settlements or payments, changes in accounting
principles or in applicable laws or
regulations, changes in income tax rates in certain markets, foreign exchange
fluctuations, the financial impact
either positive or negative, of the difference in projected earnings generated by COVID-19
test kits (solely with
respect to performance-based RSUs granted in the 2023 plan year), intangibles
impairment charges and costs
related to shareholder advisory matters (solely with respect to performance-based
RSUs granted in the 2025 plan
year).
Over the performance period, the number of performance-based RSUs that will
ultimately vest and be issued and
the related compensation expense is adjusted upward or downward based upon
our estimation of achieving such
performance targets.
The ultimate number of shares delivered to recipients and
the related compensation cost
recognized as an expense is based on our actual performance against the
pre-determined performance metrics (in
each case as adjusted).
Stock options are awards that allow the recipient to purchase shares of our
common stock after vesting at a fixed
price set at the time of grant.
Stock options were granted at an exercise price equal to our
closing stock price on the
date of grant.
Stock options issued in 2021 and 2022 vest
one-third
per year based on the recipient’s continued
service, subject to the terms and conditions of the 2020 Stock Incentive Plan,
are fully vested
three years
from the
grant date and have a contractual term of
ten years
from the grant date, subject to earlier termination of term and
term acceleration upon certain events.
Compensation expense for stock options is recognized on
an accelerated
basis.
We estimate grant date fair value of stock options using the Black-Scholes valuation model.
During the nine
months ended September 27, 2025, we did
no
t grant any stock options.
Our condensed consolidated statements of income reflect pre-tax share-based compensation
expense of $
13
million
and $
29
million for the three and nine months ended September 27, 2025,
respectively.
For the three and nine
months ended September 28, 2024, we recorded pre-tax share-based compensation
expense of $
10
million and $
30
million.
Total unrecognized compensation cost related to unvested awards as of September 27, 2025 was $
80
million, which
is expected to be recognized over a weighted-average period of approximately
2.5
years.
Our condensed consolidated statements of cash flows present our
stock-based compensation expense as a
reconciling adjustment between net income and net cash provided by operating
activities for all periods presented.
There were no cash benefits associated with tax deductions in excess of
recognized compensation for the nine
months ended September 27, 2025 and September 28, 2024.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
31
The following table summarizes the stock option activity for the nine months
ended September 27, 2025:
Stock Options
Weighted Average
Weighted Average
Aggregate
Exercise
Remaining Contractual
Intrinsic
Shares
Price
Life (in years)
Value
Outstanding at beginning of period
963,491
$
72.16
Granted
-
-
Exercised
(17,724)
62.71
Forfeited
(13,793)
81.10
Outstanding at end of period
931,974
$
72.21
5.8
$
2
Options exercisable at end of period
931,708
$
72.21
Weighted Average
Weighted Average
Aggregate
Number of
Exercise
Remaining Contractual
Intrinsic
Options
Price
Life (in years)
Value
Expected to vest
266
$
83.28
7.2
$
-
The following tables summarize the activity of our unvested RSUs for
the nine months ended September 27, 2025:
Time-Based
Restricted Stock Units
Performance-Based
Restricted Stock Units
Weighted Average
Weighted Average
Grant Date Fair
Grant Date Fair
Shares/Units
Value Per Share
Shares/Units
Value Per Share
Outstanding at beginning of period
1,685,550
$
72.90
389,111
$
75.98
Granted
581,486
75.15
249,526
75.29
Performance adjustment
n/a
n/a
4,147
76.26
Vested
(542,050)
66.11
(14,220)
84.05
Forfeited
(89,459)
77.31
(199,546)
77.74
Outstanding at end of period
1,635,527
$
75.70
429,018
$
75.83
The fair value of time and performance RSUs that vested was $
36
million and $
1
million, respectively, for the nine
months ended September 27, 2025; and $
21
million and $
1
million, respectively, for the nine months ended
September 28, 2024.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
32
Note 13 – Redeemable Noncontrolling Interests
Some minority stockholders in certain of our subsidiaries have the right,
at certain times, to require us to acquire
their ownership interest in those entities at fair value.
Accounting Standards Codification Topic 480-10 is
applicable for noncontrolling interests where we are or may be required
to purchase all or a portion of the
outstanding interest in a consolidated subsidiary from the noncontrolling
interest holder under the terms of a put
option contained in contractual agreements.
The components of the change in the redeemable noncontrolling
interests for the nine months ended September 27, 2025 and September
28, 2024 are presented in the following
table:
September 27,
September 28,
2025
2024
Balance, beginning of period
$
806
$
864
Decrease in redeemable noncontrolling interests due to acquisitions of
noncontrolling interests in subsidiaries
(78)
(257)
Increase in redeemable noncontrolling interests due to business acquisitions
86
172
Distributions declared, net of capital contributions
(15)
(30)
Effect of foreign currency translation gain (loss) attributable to
redeemable noncontrolling interests
28
(4)
Change in fair value of redeemable securities
50
87
Balance, end of period
$
877
$
832
Note 14 – Comprehensive Income
Comprehensive income includes certain gains and losses that, under U.S.
GAAP,
are excluded from net income and
are recorded directly to stockholders’ equity.
The following table summarizes our Accumulated other comprehensive loss, net of
applicable taxes as of:
September 27,
December 28,
2025
2024
Attributable to redeemable noncontrolling interests:
Foreign currency translation adjustment
$
(28)
$
(56)
Attributable to noncontrolling interests:
Foreign currency translation adjustment
$
-
$
(1)
Attributable to Henry Schein, Inc.:
Foreign currency translation adjustment
$
(192)
$
(371)
Unrealized loss from hedging activities
(22)
-
Pension adjustment loss
(8)
(8)
Accumulated other comprehensive loss
$
(222)
$
(379)
Total Accumulated
other comprehensive loss
$
(250)
$
(436)
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
33
The following table summarizes the components of comprehensive income, net
of applicable taxes as of:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Net income
$
109
$
99
$
316
$
302
Foreign currency translation gain (loss)
(1)
58
208
(58)
Tax effect
-
-
-
-
Foreign currency translation gain (loss)
(1)
58
208
(58)
Unrealized gain (loss) from hedging activities
5
(25)
(30)
(4)
Tax effect
(1)
7
8
1
Unrealized gain (loss) from hedging activities
4
(18)
(22)
(3)
Pension adjustment gain
-
-
1
-
Tax effect
-
-
(1)
-
Pension adjustment gain
-
-
-
-
Comprehensive income
$
112
$
139
$
502
$
241
Our financial statements are denominated in U.S. Dollars.
Fluctuations in the value of foreign currencies as
compared to the U.S. Dollar may have a significant impact on our
comprehensive income.
The foreign currency
translation gain (loss) during the nine months ended September 27, 2025 and
nine months ended September 28,
2024 was primarily due to changes in foreign currency exchange
rates of the Brazilian Real, British Pound, Euro,
Swiss Franc, Israel Shekel, Canadian Dollar,
and New Zealand Dollar.
The hedging gain (loss) during the three and nine months ended September
27, 2025, and September 28, 2024 was
attributable to a net investment hedge.
The following table summarizes our total comprehensive income, net of
applicable taxes as follows:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Comprehensive income attributable to
Henry Schein, Inc.
$
106
$
127
$
454
$
238
Comprehensive income attributable to
noncontrolling interests
6
-
20
7
Comprehensive income (loss) attributable to
Redeemable noncontrolling interests
-
12
28
(4)
Comprehensive income
$
112
$
139
$
502
$
241
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
34
Note 15
–
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable
to Henry Schein, Inc. by the weighted-
average number of common shares outstanding for the period.
Our diluted earnings per share is computed similarly
to basic earnings per share, except that it reflects the effect of common shares issuable
for unvested RSUs and upon
exercise of stock options using the treasury stock method in periods
in which they have a dilutive effect.
A reconciliation of shares used in calculating earnings per basic and
diluted share follows:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Basic
120,199,552
126,124,715
121,965,991
127,550,045
Effect of dilutive securities:
Stock options and restricted stock units
836,695
930,219
874,071
948,449
Diluted
121,036,247
127,054,934
122,840,062
128,498,494
The number of antidilutive securities that were excluded from the calculation
of diluted weighted average common
shares outstanding are as follows:
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Stock options
393,413
412,574
397,613
416,065
Restricted stock units
4,630
17,627
4,523
16,339
Total anti-dilutive
securities excluded from earnings per
share computation
398,043
430,201
402,136
432,404
Note 16 – Supplemental Cash Flow Information
Cash paid for interest and income taxes was:
Nine Months Ended
September 27,
September 28,
2025
2024
Interest
$
109
$
92
Income taxes
114
127
For the nine months ended September 27, 2025 and September 28, 2024, we had
$
(30)
million and $
(4)
million of
non-cash net unrealized losses related to hedging activities, respectively.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
35
Note 17 – Related Party Transactions
During 2018, we entered into a joint venture with Internet Brands to create Henry
Schein One, LLC.
Internet
Brands initially held a
26
% noncontrolling interest, which has since increased to a
33.6
% noncontrolling interest in
Henry Schein One, LLC, and a freestanding and separately exercisable right
to put its noncontrolling interest to
Henry Schein, Inc. for fair value following the fifth anniversary of the effective date of the
formation of the joint
venture.
On January 29, 2025, Henry Schein, Inc. signed a Memorandum of Understanding
with Internet Brands to
extend the time-based trigger for the exercise of our call option to July 1, 2032
and to pause the exercise by Internet
Brands of its put option for a period of
four years
, to January 29, 2029.
In connection with the formation of Henry Schein One, LLC, we entered
into a
ten-year
royalty agreement with
Internet Brands whereby we will pay Internet Brands approximately $
31
million annually for the use of their
intellectual property.
During the three and nine months ended September 27, 2025,
we recorded $
8
million and $
23
million, respectively, within selling, general and administrative in our condensed consolidated statements of
income, in connection with costs related to this royalty agreement.
During the three and nine months ended
September 28, 2024 we recorded $
8
million and $
23
million, respectively, within selling, general and
administrative in our condensed consolidated statements of income,
in connection with costs related to this royalty
agreement.
As of September 27, 2025 and December 28, 2024, Henry Schein One,
LLC had a net payable balance
to Internet Brands of $
1
million and $
1
million, respectively, comprised of amounts related to results of operations
and the royalty agreement.
The components of this payable are recorded within accrued expenses: other
within our
condensed consolidated balance sheets.
We have interests in entities that we account for under the equity accounting method.
In our normal course of
business, during the three and nine months ended September 27, 2025, we recorded
net sales of $
14
million and
$
42
million respectively, to such entities.
During the three and nine months ended September 28, 2024, we
recorded net sales of $
14
million and $
38
million respectively, to such entities.
During the three and nine months
ended September 27, 2025, we purchased $
3
million and $
7
million respectively, from such entities.
During the
three and nine months ended September 28, 2024, we purchased $
3
million and $
8
million respectively, from such
entities.
At September 27, 2025 and December 28, 2024, we had an aggregate
$
32
million and $
31
million,
respectively, due from our equity affiliates, and $
7
million and $
6
million, respectively, due to our equity affiliates.
Certain of our facilities related to our acquisitions are leased from employees
and minority shareholders.
These
leases are classified as operating leases and have a remaining lease term ranging
from less than
a
year to
approximately
12 years
.
As of September 27, 2025, current and non-current liabilities associated
with related party
operating leases were $
5
million and $
23
million, respectively.
At September 27, 2025, related party leases
represented
6.5
% and
8.7
% of the total current and non-current operating lease liabilities, respectively.
At
December 28, 2024, current and non-current liabilities associated with
related party operating leases were $
6
million and $
20
million, respectively.
At December 28, 2024, related party leases represented
7.6
% and
7.8
% of
the total current and non-current operating lease liabilities, respectively.
Table of Contents
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
36
Note 18 – KKR Investment and Accelerated Share Repurchase Program
On January 29, 2025, Henry Schein, Inc. announced a strategic investment
by funds affiliated with KKR, a leading
global investment firm, and entered into a Strategic Partnership Agreement
with KKR (the “Agreement”).
On May
16, 2025, we issued
3,285,151
shares of common stock to funds affiliated with KKR for an investment of $
250
million, at approximately $
76.10
per share.
Combined with KKR’s previous holdings, funds affiliated with KKR
currently own approximately
14.5
% of the Company’s common stock.
KKR also has the ability to purchase
additional shares via open market purchases up to a total equity stake of
14.9
% of the outstanding shares of
common stock of the Company.
In addition, under the Agreement,
two
independent directors have joined our
Board of Directors.
On May 19, 2025, we executed an accelerated share repurchase program
to repurchase a total of $
250
million of
our outstanding common stock based on volume-weighted average prices.
In May 2025 we received
3,122,832
shares at an estimated fair value of $
224
million.
In July 2025, we received an additional
368,651
shares at an
estimated fair value of $
26
million, representing the final amount of shares to be received under
this accelerated
share repurchase program.
On November 4, 2025, the Company and KKR entered into an amendment
to the Agreement that increased the
beneficial ownership limit from
14.9
% to
19.9
% of the outstanding shares of the Company’s common stock that
KKR is permitted to acquire during the standstill period.
The standstill provisions, including the increased
ownership limit, continue in effect for a period of six months following the later
of the expiration of the term of the
Agreement and the date on which no KKR director appointed pursuant
to the Agreement is serving on the Board of
Directors.
Table of Contents
37
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
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 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.
Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in the documents we
file with the Securities and Exchange Commission (SEC), including our Annual
Report on Form 10-K.
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
of 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
Table of Contents
38
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.
Where You
Can Find Important Information
We may disclose important information through one or more of the following channels: SEC filings, public
conference calls and webcasts, press releases, the investor relations
page of our website (www.henryschein.com)
and the social media channels identified on the About Media Center page
of our website.
Recent Developments
While the U.S. economy has experienced inflationary pressures and fluctuation
of the U.S. dollar, their impacts
have not been material to our results of operations.
Though inflation impacts both our revenues and costs, the
depth
and breadth of our product portfolio often allows us to offer lower-cost national brand solutions
or corporate brand
alternatives to our more price-sensitive customers who are unwilling to
absorb price increases, thus positioning us
to protect our gross profit.
Segment Reporting
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing
education services, consulting and other
services.
This segment also markets and sells under our own corporate brand
a portfolio of cost-effective, high-
quality consumable merchandise.
Global Specialty Products includes manufacturing, marketing
and sales of dental
implant and biomaterial products; and endodontic, orthodontic and orthopedic
products and other health care-
related products and services.
Global Technology includes development and distribution of practice management
software, e-services and other products, which are distributed to health
care providers.
Cyber Incident
As previously reported, in October 2023 Henry Schein experienced
a cyber incident that primarily affected the
operations of our North American and European dental and medical
distribution businesses.
During the three and nine months ended September 28, 2024, we had a
sales decrease in our dental and medical
distribution businesses, which we believe was primarily a result of lower sales
to episodic customers following the
cyber incident.
With respect to the October 2023 cyber incident, we have a $60 million insurance policy, following a $5 million
retention.
During the three and nine months ended September 27, 2025,
we did not incur any expenses directly
related to the cyber incident.
During the three and nine months ended September 28, 2024 we
incurred $3 million
and $8 million, respectively, of expenses related to the cyber incident, mostly consisting of professional
fees.
During the three and nine months ended September 28, 2024, we received
insurance proceeds of $10 million and
$20 million, respectively, representing a partial insurance recovery of losses related to the cyber incident.
During
the three months ended March 29, 2025 we received insurance proceeds
of $20 million, representing the remaining
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39
insurance recovery of losses related to the cyber incident.
The expenses and insurance recoveries related to the
cyber incident are included in the selling, general and administrative
line in our condensed consolidated statements
of income.
Tariffs and Related Economic Conditions
The U.S. has adopted new and increased tariffs on imports from countries, subject
to evolving exemptions, with
additional tariff increases proposed but currently on pause.
Some countries have imposed retaliatory tariffs and
other restrictions on imports from the U.S.
The U.S. government is reported to be in negotiations with certain
other
countries over tariff rates and other trade policies.
These developments, and anticipated future developments, have
created a volatile environment for global trade, and new trade policies
with individual countries, if finalized, are
expected to be announced incrementally over a period of time.
The tariffs did not have a material impact on our results of operations in the first,
second, or third quarter of this
fiscal year, although sales of U.S. dental equipment were temporarily impacted by market uncertainty
related to
tariffs in the second half of the quarter ended June 28, 2025.
It is unclear whether, or the extent to which, the
current tariffs on trade with numerous countries will remain in place, or change, the
exceptions that may apply, and
their timing.
One Big Beautiful Bill Act
In the United States, the OBBBA, signed into law on July 4, 2025, includes
a number of provisions that are
expected to result in reductions in the number of Medicaid enrollees, which
will reduce utilization of services and
covered products generally.
There are also several provisions that will reduce federal funding to state
Medicaid
programs.
The OBBBA, in combination with tariffs, will almost certainly have an
adverse impact on utilization,
Medicaid payment and cost of production (if foreign components are used).
The OBBBA also includes changes to corporate tax rates, limitations
on certain deductions and modifications to
international tax provisions.
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40
Executive-Level Overview
Henry Schein, Inc. is a solutions company for health care professionals powered
by a network of people and
technology.
We
believe we are the world’s largest provider of health care products and services primarily to office-
based dental and medical practitioners, as well as alternate sites of care.
We
serve more than one million customers
worldwide including dental practitioners, laboratories, physician practices and
ambulatory surgery centers, as well
as government, institutional health care clinics, home health providers, and
other alternate care clinics.
We
believe
that we have a strong brand identity due to our more than 93 years of experience
distributing health care products.
We
are headquartered in Melville, New York, employ more than 25,000 people (of which approximately 13,000 are
based outside of the United States) and have operations or affiliates in 33 countries and
territories.
Our broad
global footprint has evolved over time through our organic growth as well as through
contribution from strategic
acquisitions.
We
have established strategically located distribution centers around
the world to enable us to better serve our
customers and increase our operating efficiency.
This infrastructure, together with broad product and service
offerings at competitive prices, and a strong commitment to customer service, enables
us to be a single source of
supply for our customers’ needs.
As a distributor, we market and sell branded products as well as our own corporate brand portfolio of
cost-effective,
high-quality consumable merchandise products.
We
also manufacture, source and sell a range of company-owned
manufactured products, primarily implants, biomaterial products, endodontics,
handpiece and small equipment,
hand instrument and repair, restoratives, orthodontics, wound care, orthopedics and dental lab products.
We
have
achieved scale in these global businesses primarily through acquisitions, as
manufacturers of these products
typically do not utilize a distribution channel to serve customers.
During the fourth quarter of our fiscal year ended December 28, 2024, we
revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses performance
and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing education
services, consulting and other
services.
This segment also markets and sells under our own corporate brand,
a portfolio of cost-effective, high-
quality consumable merchandise.
Global Specialty Products includes manufacturing, marketing
and sales of dental
implant and biomaterial products; and endodontic, orthodontic and orthopedic
products and other health care-
related products and services.
Global Technology includes development and distribution of practice management
software, e-services and other products, which are distributed to health
care providers.
A key element to grow closer to our customers is our One Schein initiative, which
is a unified go-to-market
approach that enables practitioners to work synergistically with our supply chain,
equipment sales and service and
other value-added services, allowing our customers to leverage the
combined value that we offer through a single
program.
Specifically, One Schein provides customers with streamlined access to our comprehensive offering of
national brand products, corporate brand products and proprietary specialty products
and solutions (including
implant, orthodontic and endodontic products).
In addition, customers have access to a wide range of services,
including software and other value-added services.
Industry Overview
In recent years, the health care industry has increasingly focused on cost containment.
This trend has benefited
distributors capable of providing a broad array of products and services at low
prices.
It also has accelerated the
growth of DSOs, GPOs, HMOs, group practices, other managed care
accounts and collective buying groups, which,
in addition to their emphasis on obtaining products at competitive prices,
tend to favor distributors capable of
providing specialized management information support.
We
believe that the trend towards cost containment has
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41
the potential to favorably affect demand for technology solutions, including software, which
can enhance the
efficiency and facilitation of practice management.
Our operating results in recent years have been significantly affected by strategies
and transactions that we
undertook to expand our business, domestically and internationally, in part to address significant changes in the
health care industry, including consolidation of health care distribution companies, health care reform, trends
toward managed care, cuts in Medicare and collective purchasing arrangements.
Industry Consolidation
The health care products distribution industry, as it relates to office-based health care practitioners, is fragmented
and diverse.
The industry ranges from sole practitioners working out of
relatively small offices to group practices
or service organizations ranging in size from a few practitioners to a large number of practitioners who have
combined or otherwise associated their practices.
Due in part to the inability of office-based health care practitioners to store and manage
large quantities of supplies
in their offices, the distribution of health care supplies and small equipment to office-based health
care practitioners
has been characterized by frequent, small quantity orders, and a need for rapid,
reliable and substantially complete
order fulfillment.
The purchasing decisions within an office-based health care practice are typically
made by the
practitioner or an administrative assistant.
Supplies and small equipment are generally purchased from more
than
one distributor, with one generally serving as the primary supplier.
The trend of consolidation extends to our customer base.
Health care practitioners are increasingly seeking to
partner, affiliate or combine with larger entities such as hospitals, health systems, group practices or physician
hospital organizations.
In many cases, purchasing decisions for consolidated groups are
made at a centralized or
professional staff level; however, orders are delivered to the practitioners’ offices.
Our approach to acquisitions and joint ventures has been to expand our role
as a provider of products and services
to the health care industry.
This trend has resulted in our expansion into service areas that complement
our existing
operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired
businesses.
As industry consolidation continues, we believe that we are positioned
to capitalize on this trend, as we believe we
have the ability to support increased sales through our existing infrastructure, although
there can be no assurances
that we will be able to successfully accomplish this.
We
are focused on building relationships with decision makers
who do not reside in the office-based practitioner setting.
As the health care industry continues to change, we continually evaluate possible
candidates for joint venture or
acquisition and intend to continue to seek opportunities to expand our
role as a provider of products and services to
the health care industry.
There can be no assurance that we will be able to successfully pursue
any such
opportunity or consummate any such transaction, if pursued.
If additional transactions are entered into or
consummated, we would incur merger and/or acquisition-related costs, and there
can be no assurance that the
integration efforts associated with any such transaction would be successful.
Aging Population and Other Market Influences
The health care products distribution industry continues to experience growth
due to the aging population,
increased health care awareness, the proliferation of medical technology
and testing, new pharmacological
treatments, and expanded third-party insurance coverage, partially offset by the effects of unemployment
on
insurance coverage.
In addition, the physician market continues to benefit from the
shift of procedures and
diagnostic testing from acute care settings to alternate-care sites, particularly
physicians’ offices.
According to the U.S. Census Bureau’s International Database, between 2025 and 2035, the 45 and older
population is expected to grow by approximately 10%.
Between 2025 and 2045, this age group is expected to grow
by approximately 17%.
This compares with expected total U.S. population growth
rates of approximately 4%
between 2025 and 2035 and approximately 6% between 2025 and 2045.
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42
According to the U.S. Census Bureau’s International Database, in 2025 there are approximately seven million
Americans aged 85 years or older, the segment of the population most in need of long-term care
and elder-care
services.
By the year 2050, that number is projected to increase to approximately
17 million.
The population aged
65 to 84 years is projected to increase by approximately 15% during
the same period.
As a result of these market dynamics, annual expenditures for health care services
continue to increase in the
United States.
We
believe that demand for our products and services will grow while
continuing to be impacted by
current and future operating, economic and industry conditions.
The Centers for Medicare and Medicaid Services,
or CMS, published “National Health Expenditure Data” indicating that
total national health care spending reached
approximately $4.9 trillion in 2023, or 17.6% of the nation’s gross domestic product, the benchmark measure
for
annual production of goods and services in the United States.
Health care spending is projected to reach
approximately $8.6 trillion by 2033, or 20.3% of the nation’s projected gross domestic product.
We
believe similar demographic changes are also occurring in other
markets we serve outside the U.S.
Government
Certain of our businesses involve the distribution, manufacturing, importation,
exportation, marketing, sale and
promotion of pharmaceuticals and/or medical devices, and in this regard, we
are subject to extensive local, state,
federal and foreign governmental laws and regulations, including as applicable
to our wholesale distribution of
pharmaceuticals and medical devices, manufacturing activities, and as part of
our specialty home medical supplies
businesses that distribute and sell medical equipment and supplies directly
to patients.
Federal, state and certain
foreign governments have also increased enforcement activity in the health care
sector, particularly in areas of fraud
and abuse, anti-bribery and anti-corruption, controlled substances handling,
medical device regulations and data
privacy and security standards.
Certain of our businesses involve pharmaceuticals and/or medical devices,
including orthopaedic, in vitro
diagnostic devices, software regulated as a medical device, and sales of
medical equipment and supplies directly to
patients, that are paid for by third parties and/or patients and must operate in
compliance with a variety of
burdensome and complex coding, billing and record-keeping requirements in
order to substantiate claims for
payment under federal, state and commercial health care reimbursement programs.
Government and private insurance programs fund a large portion of the total cost of medical
care, and there have
been efforts to limit such private and government insurance programs, including efforts, thus far
unsuccessful, to
seek repeal of the entire United States Patient Protection and Affordable Care Act,
as amended by the Health Care
and Education Reconciliation Act, each enacted in March 2010.
Certain of our businesses are subject to various additional federal, state,
local and foreign laws and regulations,
including with respect to the sale, transportation, importation, storage, handling
and disposal of hazardous or
potentially hazardous substances; “forever chemicals” such as per-and
polyfluoroalkyl substances; amalgam bans;
pricing disclosures; supply chain transparency around labor practices; and safe working
conditions.
In addition,
activities to control medical costs, including laws and regulations lowering
reimbursement rates for
pharmaceuticals, medical devices, medical supplies and/or medical treatments
or services, are ongoing.
Laws and
regulations are subject to change and their evolving implementation may impact
our operations and our financial
performance.
Certain of our businesses also maintain contracts with governmental agencies
and are subject to certain regulatory
requirements specific to government contractors.
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43
Our businesses are generally subject to numerous laws and regulations that could
impact our financial performance,
and failure to comply with such laws or regulations could have a material adverse
effect on our business.
A few
noteworthy items that have come into effect recently are noted below:
●
Regulation (EU) 2023/1182 of June 14, 2023, entered into force on January 1, 2025, under the conditions
set out in Article 14.
This regulation lays down specific rules relating to medicinal
products for human use
intended to be placed on the market in Northern Ireland in accordance with
Article 6 of
Directive 2001/83/EC.
●
Directive No. 2025/794 of April 14, 2025, known as the “Stop-the-Clock”
Directive, amended Directives
(EU) 2022/2464 (CSRD) and (EU) 2024/1760 (CSDDD) by introducing
a uniform two-year postponement
of the sustainability reporting and due diligence requirements for financial
years beginning on or after
January 1, 2025 and on or after January 1, 2026.
●
Regulation (EU) 2025/327 of February 11, 2025 on the European Health Data Space and amending
Directive 2011/24/EU and Regulation (EU) 2024/2847 establishes the European Health Data Space
(EHDS) by providing for common rules, standards and infrastructures and
a governance framework, with a
view to facilitating access to electronic health data for the purpose of primary
use and secondary use of this
data.
This could potentially affect Henry Schein or its customers.
●
In the United States, as noted above, the OBBBA includes a number
of provisions that are expected to
result in reductions in the number of Medicaid enrollees, as well as reductions
in federal funding to state
Medicaid programs, resulting in potentially adverse impacts on utilization
of services and coverage of
products.
The OBBBA also includes changes to corporate tax rates, limitations on
certain deductions and
modifications to international tax provisions.
A more detailed discussion of governmental laws and regulations is
included in Management’s Discussion &
Analysis of Financial Condition and Results of Operations, contained in our Annual
Report on Form 10-K for the
fiscal year ended December 28, 2024, filed with the SEC on February
25, 2025.
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44
Results of Operations
The following tables summarize the significant components of our operating
results for the three and nine months
ended September 27, 2025 and September 28, 2024 and cash flows for
the nine months ended September 27, 2025
and September 28, 2024 (in millions):
Three Months Ended
Nine Months Ended
September 27,
September 28,
September 27,
September 28,
2025
2024
2025
2024
Operating results:
Net sales
$
3,339
$
3,174
$
9,747
$
9,482
Cost of sales
2,313
2,181
6,705
6,459
Gross profit
1,026
993
3,042
3,023
Operating expenses:
Selling, general and administrative
760
724
2,276
2,296
Depreciation and amortization
68
64
194
188
Restructuring costs
34
48
82
73
Operating income
$
164
$
157
$
490
$
466
Other expense, net
$
(30)
$
(29)
$
(90)
$
(79)
Income taxes
(28)
(32)
(94)
(97)
Net income
109
99
316
302
Net income attributable to Henry Schein, Inc.
101
99
297
296
Nine Months Ended
September 27,
September 28,
2025
2024
Cash flows:
Net cash provided by operating activities
$
331
$
644
Net cash used in investing activities
(253)
(372)
Net cash provided by (used in) financing activities
18
(306)
Plans of Restructuring
On August 6, 2024, we committed to a new restructuring plan (the “2024
Plan”) to integrate recent acquisitions,
right-size operations and further increase efficiencies.
We currently expect completion of this plan to be at the end
of 2027.
During the three months ended September 27, 2025 and September
28, 2024, we recorded restructuring
charges associated with the 2024 Plan of $34 million and $36 million, respectively.
During the nine months ended
September 27, 2025 and September 28, 2024, we recorded restructuring
charges associated with the 2024 Plan of
$82 million and $36 million, respectively.
The restructuring costs for these periods primarily related
to severance
and employee-related costs, accelerated amortization of right-of-use assets and
fixed assets, and other exit costs.
We expect to record restructuring charges associated with the 2024 Plan through the end of 2027; however,
an
estimate of the amount of these charges for 2025 through 2027 has not yet been determined.
On August 1, 2022, we committed to a restructuring plan (the “2022
Plan”) focused on funding the priorities of the
BOLD+1 strategic plan, streamlining operations and other initiatives to
increase efficiency.
The 2022 Plan was
completed as of July 31, 2024.
During the three and nine months ended September 28, 2024, in connection
with
our 2022 Plan, we recorded restructuring costs of $12 million and $37 million,
respectively, which primarily related
to severance and employee-related costs, accelerated amortization of
right-of-use assets and fixed assets, and other
exit costs.
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45
Three Months Ended September 27, 2025 Compared to Three Months Ended September 28, 2024
Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other
Expense, Net; and Income Taxes are
based on actual values and may not recalculate due to rounding.
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
All prior comparative segment information has been recast
to reflect our new segment structure.
Net Sales
Net sales by reportable segment and by major product or service type were
as follows:
September 27,
% of
September 28,
% of
Increase / (Decrease)
2025
Total
2024
Total
$
%
Global Distribution and Value
-Added Services
Global Dental Merchandise
(1)
$
1,210
36.2
%
$
1,155
36.4
%
$
55
4.6
%
Global Dental Equipment
(2)
440
13.2
417
13.1
23
5.5
Global Value
-Added Services
(3)
64
1.9
63
2.0
1
3.3
Global Dental
1,714
51.3
1,635
51.5
79
4.8
Global Medical
(4)
1,126
33.8
1,076
33.9
50
4.7
Total Global Distribution and Value
-Added Services
2,840
85.1
2,711
85.4
129
4.8
Global Specialty Products
(5)
369
11.0
348
11.0
21
5.9
Global Technology
(6)
173
5.2
157
4.9
16
9.7
Eliminations
(43)
(1.3)
(42)
(1.3)
(1)
n/a
Total
$
3,339
100.0
$
3,174
100.0
$
165
5.2
(1)
Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum,
acrylics, articulators, abrasives, PPE products and our own corporate brand of consumable merchandise.
(2)
Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair
services and high-tech and digital restoration equipment.
(3)
Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
(4)
Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray
products, equipment, PPE products and vitamins.
(5)
Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and
orthopedic products and other health care-related products and services.
(6)
Consists of development and distribution of practice management software, e-services and other products, which are distributed to
health care providers.
The components of our sales growth were as follows:
Constant Currency Growth
Total Constant
Currency Growth
Foreign
Exchange
Impact
Total Sales
Growth
Local Internal
Growth
Acquisition
Growth
Global Distribution and Value
-Added Services
Global Dental Merchandise
2.8
%
0.1
%
2.9
%
1.7
%
4.6
%
Global Dental Equipment
3.0
0.4
3.4
2.1
5.5
Global Value
-Added Services
0.7
2.2
2.9
0.4
3.3
Global Dental
2.8
0.2
3.0
1.8
4.8
Global Medical
3.0
1.6
4.6
0.1
4.7
Total Global Distribution and Value
-Added Services
2.9
0.8
3.7
1.1
4.8
Global Specialty Products
2.8
1.1
3.9
2.0
5.9
Global Technology
9.0
-
9.0
0.7
9.7
Total
3.3
0.7
4.0
1.2
5.2
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46
Global Sales
Global net sales for the three months ended September 27, 2025 increased 5.2%.
Foreign exchange and
acquisitions contributed 1.2% and 0.7% to sales growth,
respectively.
The components of our sales increase are
presented in the table above.
Global Distribution and Value-Added Services Sales
Global Distribution and Value-Added Services net sales for the three months ended September 27, 2025 increased
4.8%.
The components of our sales increase are presented in
the table above.
The 2.8% increase in internally generated local currency dental sales was
due to merchandise sales growth in the
U.S and internationally, and traditional equipment sales growth internationally.
The U.S. merchandise growth
reflects the positive impact of the targeted promotional programs initiated last quarter.
The 3.0% increase in internally generated local currency medical sales was
attributable to growth in medical
products and pharmaceuticals and our Home Solutions business, partially offset by
lower demand for respiratory
diagnostic products and a decline in influenza vaccine sales.
We estimate that sales of PPE products and COVID-19 test kits were approximately $146 million for the three
months ended September 27, 2025, as compared to $155 million for
the three months ended September 28, 2024,
representing an estimated decrease of $9 million primarily due to lower sales
of COVID-19 test kits.
The estimated
increase in the segment’s internally generated local currency sales, excluding PPE products and COVID-19
test
kits, was 3.4%.
Global Specialty Products
Global Specialty Products net sales for the three months ended September
27, 2025 increased 5.9%.
The
components of our sales increase are presented in the table above.
The 2.8% increase in internally generated local currency sales was attributable
to growth in dental implants and
biomaterials.
Global Technology
Global Technology net sales for the three months ended September 27, 2025 increased 9.7%.
The components of
sales growth are presented in the table above.
The internally generated local currency increase of 9.0% in Global Technology sales was primarily attributable to
the adoption of our core practice management solutions, particularly
our cloud-based platforms, as well as an
increase in revenue cycle management solutions.
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47
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
September 27,
Gross
September 28,
Gross
Increase
2025
Margin %
2024
Margin %
$
%
Global Distribution and Value
-Added Services
$
702
24.7
%
$
686
25.3
%
$
16
2.5
%
Global Specialty Products
204
55.3
196
56.3
8
4.0
Global Technology
115
66.9
107
68.1
8
7.7
Corporate
5
n/a
4
n/a
1
n/a
Total
$
1,026
30.7
$
993
31.3
$
33
3.3
As a result of different practices of categorizing costs associated with distribution networks
throughout our
industry, our gross margins may not necessarily be comparable to other distribution companies.
Gross margin
percentages vary between our segments.
We realize substantially higher gross margin from sales of products that
we develop and manufacture within our Global Specialty Products segment
compared to gross margin from sales of
products that we distribute within our Global Distribution and Value-Added Services segment.
Within our Global
Technology segment, higher gross margins result from us being both the developer and seller of software products
and services.
Within our Global Distribution and Value
-Added Services segment, gross profit margins may vary between the
periods as a result of the changes in the mix of products sold as well as
changes in our customer mix.
With respect
to customer mix, sales to our large-group customers are typically completed at lower gross
margins due to the
higher volumes sold as opposed to the gross margin on sales to office-based practitioners, which
normally purchase
lower volumes.
The increase in Global Distribution and Value-Added Services gross profit for the three months ended September
27, 2025 compared to the prior-year-period was attributable to the growth in internally
generated sales volume as
described above. The decrease in gross margin rates was attributable to product
mix.
The increase in Global Specialty Products gross profit reflects increased
internally generated sales volume as
described above.
The decrease in gross margin rates was due to product mix.
The increase in Global Technology gross profit is the result of increased internally generated sales volume as
described above.
The decrease in gross margin rates was due to an increase in customer service
expense.
Operating Expenses
Operating expenses (consisting of selling, general and administrative
expenses; depreciation and amortization; and
restructuring costs) by segment were as follows:
% of
% of
September 27,
Respective
September 28,
Respective
Increase / (Decrease)
2025
Gross Sales
2024
Gross Sales
$
%
Global Distribution and Value
-Added Services
$
524
18.5
%
$
502
18.5
%
$
22
4.6
%
Global Specialty Products
133
36.0
151
43.6
(18)
(12.6)
Global Technology
69
40.3
68
43.3
1
2.2
Corporate
38
n/a
29
n/a
9
n/a
764
22.9
750
23.6
14
1.8
Adjustments
(1)
98
n/a
86
n/a
12
n/a
Total operating expenses
$
862
25.8
$
836
26.3
$
26
3.2
(1)
Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.
These
items may vary independently of business performance.
Please see
Note 5 – Segment Data
.
These adjustments (current quarter vs. prior
quarter) consist of (i) acquisition intangible amortization ($46 million vs. $47 million), (ii) restructuring costs ($34 million vs. $48
million),
(iii) change in contingent consideration ($6 million vs. $0 million),
(iv) cyber incident-insurance proceeds, net of third-party
advisory expenses (no activity) vs. $(9) million net proceeds), (v) litigation settlements ($2 million vs. $0 million), and (vi) costs
associated with shareholder advisory matters and select value creation consulting costs ($10 million vs. $0 million).
Table of Contents
48
The net increase in operating expenses was attributable to the following:
Operating Costs
(excluding
acquisitions)
Acquisitions
Adjustments
Total
Global Distribution and Value
-Added Services
$
17
$
5
$
-
$
22
Global Specialty Products
(19)
1
-
(18)
Global Technology
1
-
-
1
Corporate
9
-
-
9
8
6
-
14
Adjustments
-
-
12
12
Total operating expenses
$
8
$
6
$
12
$
26
The components of the net increase in total operating expenses are presented
in the table above.
The increase in
operating costs (excluding acquisitions) during the three months
ended September 27, 2025 included an increase in
Corporate investments in technology supporting the launch of our Global E-Commerce
Platform
(www.henryschein.com)
and the impact of certain compensation related costs, partially offset by a gain
of $28
million related to the remeasurement to fair value of a previously held
equity investment within our Global
Specialty Products segment.
Other Expense, Net
Other expense, net was as follows:
September 27,
September 28,
Variance
2025
2024
$
%
Interest income
$
9
$
7
$
2
47.0
%
Interest expense
(38)
(34)
(4)
(12.0)
Other, net
(1)
(2)
1
(40.8)
Other expense, net
$
(30)
$
(29)
$
(1)
(2.4)
Interest income increased primarily due to increased interest rates.
Interest expense increased primarily due to
increased borrowings.
Income Taxes
Our effective tax rate was 21.3% for the three months ended September 27, 2025, compared
to 24.7% for the prior
year period.
The difference between our effective and federal statutory tax rates primarily relates to state
and
foreign income taxes and interest expense.
For the three months ended September 27, 2025, the difference was
further impacted by the tax treatment associated with the acquisition of a controlling
interest of a previously held
non-controlling equity investment.
On July 4, 2025, President Trump signed the reconciliation tax bill, commonly known as the “One Big Beautiful
Bill Act” (OBBBA), into law.
Corporate provisions in the OBBBA include immediate expensing of domestic
research and experimental expenditures, limitations on certain deductions,
and modifications to international tax
provisions.
As a result of the OBBBA, we anticipate a reduction in current income
tax liabilities and deferred tax
assets.
The OECD issued technical and administrative guidance on Pillar Two rules in December 2021, which provides for
a global minimum tax rate on the earnings of large multinational businesses on a country-by-country
basis.
Effective January 1, 2024, the minimum global tax rate is 15% for various jurisdictions pursuant
to the Pillar Two
rules.
Future tax reform resulting from these developments may result
in changes to long-standing tax principles,
which may adversely impact our effective tax rate going forward or result in higher cash
tax liabilities.
As of
September 27, 2025, the impact of the Pillar Two rules to our financial statements was immaterial.
Table of Contents
49
Nine Months Ended September 27, 2025 Compared to Nine Months Ended September
28, 2024
Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other
Expense, Net; and Income Taxes are
based on actual values and may not recalculate due to rounding.
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
All prior comparative segment information has been recast
to reflect our new segment structure.
Net Sales
Net sales by reportable segment and by major product or service type were
as follows:
September 27,
% of
September 28,
% of
Increase
2025
Total
2024
Total
$
%
Global Distribution and Value
-Added Services
Global Dental Merchandise
(1)
$
3,613
37.1
%
$
3,579
37.7
%
$
34
0.9
%
Global Dental Equipment
(2)
1,263
13.0
1,245
13.1
18
1.4
Global Value
-Added Services
(3)
174
1.8
175
1.8
(1)
(0.3)
Global Dental
5,050
51.9
4,999
52.6
51
1.0
Global Medical
(4)
3,197
32.8
3,059
32.3
138
4.5
Total Global Distribution and Value
-Added Services
8,247
84.7
8,058
84.9
189
2.4
Global Specialty Products
(5)
1,122
11.5
1,078
11.4
44
4.0
Global Technology
(6)
502
5.1
470
5.0
32
6.7
Eliminations
(124)
(1.3)
(124)
(1.3)
-
n/a
Total
$
9,747
100.0
$
9,482
100.0
$
265
2.8
(1)
Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum,
acrylics, articulators, abrasives, PPE products and our own corporate brand of consumable merchandise.
(2)
Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair
services and high-tech and digital restoration equipment.
(3)
Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
(4)
Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray
products, equipment, PPE products and vitamins.
(5)
Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and
orthopedic products and other health care-related products and services.
(6)
Consists of development and distribution of practice management software, e-services and other products, which are distributed to
health care providers.
The components of our sales growth/(decline) were as follows:
Constant Currency
Growth/(Decline)
Total Constant
Currency
Growth/(Decline)
Foreign
Exchange
Impact
Total Sales
Growth/
(Decline)
Local Internal
Growth/(Decline)
Acquisition
Growth
Global Distribution and Value
-Added Services
Global Dental Merchandise
0.6
%
0.4
%
1.0
%
(0.1)
%
0.9
%
Global Dental Equipment
0.3
0.6
0.9
0.5
1.4
Global Value
-Added Services
(5.0)
4.9
(0.1)
(0.2)
(0.3)
Global Dental
0.4
0.5
0.9
0.1
1.0
Global Medical
3.0
1.5
4.5
-
4.5
Total Global Distribution and Value
-Added Services
1.4
0.9
2.3
0.1
2.4
Global Specialty Products
2.3
1.5
3.8
0.2
4.0
Global Technology
6.3
-
6.3
0.4
6.7
Total
1.8
0.9
2.7
0.1
2.8
Table of Contents
50
Global Sales
Global net sales for the nine months ended September 27, 2025
increased 2.8%, attributable to acquisition growth
of 0.9%,
and an increase in foreign exchange of 0.1%.
The components of our sales increase are presented in the
table above.
Global Distribution and Value-Added Services Sales
Global Distribution and Value-Added Services net sales for the nine months ended September 27, 2025 increased
2.4%.
The components of our sales increase are presented in
the table above.
The 0.4% increase in internally generated local currency dental sales was
primarily due to sales growth in U.S and
international dental merchandise as well as growth in international equipment.
The 3.0% increase in internally generated local currency medical sales was
attributable to growth of our Home
Solutions business,
and medical products and pharmaceuticals.
The decrease in internally generated local currency value-added services
sales was attributable primarily to lower
sales in our practice transitions business, which can fluctuate from quarter
to quarter.
We estimate that sales of PPE products and COVID-19 test kits were approximately $448 million for the nine
months ended September 27, 2025, as compared to $475
million for the nine months ended September 28, 2024,
representing an estimated decrease of $27 million primarily due to lower glove
prices and lower sales of COVID-19
test kits.
The estimated increase in the segment’s internally generated local currency sales, excluding PPE products
and COVID-19 test kits, was 1.8%.
Global Specialty Products
Global Specialty Products net sales for the nine months ended September
27, 2025 increased 4.0%.
The
components of our sales increase are presented in the table above.
The 2.3% increase in internally generated local currency sales was attributable
to growth in our implant and
biomaterial businesses, partially offset by a decline in orthodontic sales.
Global Technology
Global Technology net sales for the nine months ended September 27, 2025 increased 6.7%.
The components of
sales growth are presented in the table above.
The internally generated local currency increase of 6.3% in Global Technology sales was primarily attributable to
the adoption of our core practice management solutions, particularly our
cloud-based platforms, as well as an
increase in revenue cycle management solutions.
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51
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
September 27,
Gross
September 28,
Gross
Increase / (Decrease)
2025
Margin %
2024
Margin %
$
%
Global Distribution and Value
-Added Services
$
2,071
25.1
%
$
2,094
26.0
%
$
(23)
(1.1)
%
Global Specialty Products
621
55.4
600
55.6
21
3.6
Global Technology
339
67.5
318
67.6
21
6.5
Corporate
11
n/a
11
n/a
-
n/a
Total
$
3,042
31.2
$
3,023
31.9
$
19
0.6
As a result of different practices of categorizing costs associated with distribution networks
throughout our
industry, our gross margins may not necessarily be comparable to other distribution companies.
Gross margin
percentages vary between our segments.
We realize substantially higher gross margin from sales of products that
we develop and manufacture within our Global Specialty Products segment
compared to gross margin from sales of
products that we distribute within our Global Distribution and Value-Added Services segment.
Within our Global
Technology segment, higher gross margins result from us being both the developer and seller of software products
and services.
Within our Global Distribution and Value
-Added Services segment, gross profit margins may vary between the
periods as a result of the changes in the mix of products sold as well as
changes in our customer mix.
With respect
to customer mix, sales to our large-group customers are typically completed at lower gross
margins due to the
higher volumes sold as opposed to the gross margin on sales to office-based practitioners, which
normally purchase
lower volumes.
The decrease in Global Distribution and Value-Added Services gross profit for the nine months ended September
27, 2025 compared to the prior-year-period is due to decreased internally generated
sales volume as described
above.
The decrease in gross margin rates was attributable to the impact of targeted promotional
programs and
lower gross margins on glove sales.
The increase in Global Specialty Products gross profit reflects increased
internally generated sales volume and
gross profit from acquisitions.
Gross margin rates were relatively flat.
The increase in Global Technology gross profit is the result of higher internally generated sales.
Gross margin rates
were relatively flat.
Operating Expenses
Operating expenses (consisting of selling, general and administrative
expenses; depreciation and amortization; and
restructuring costs) by segment were as follows:
% of
% of
September 27,
Respective
September 28,
Respective
Increase / (Decrease)
2025
Gross Sales
2024
Gross Sales
$
%
Global Distribution and Value
-Added Services
$
1,567
19.0
%
$
1,563
19.4
%
$
4
0.3
%
Global Specialty Products
442
39.4
472
43.8
(30)
(6.4)
Global Technology
206
41.1
211
45.0
(5)
(2.4)
Corporate
110
n/a
66
n/a
44
n/a
2,325
23.9
2,312
24.4
13
0.6
Adjustments
(1)
227
n/a
245
n/a
(18)
n/a
Total operating expenses
$
2,552
26.2
$
2,557
27.0
$
(5)
(0.2)
(1)
Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.
These
items may vary independently of business performance.
Please see
Note 5 – Segment Data
.
These adjustments (current year-to-date vs.
prior year-to-date) consist of (i) acquisition intangible amortization ($133 million vs. $140 million), (ii) restructuring costs ($82 million
vs. $73 million), (iii) change in contingent consideration ($4
million vs. $38 million), (iv) litigation settlements ($3 million vs. $5
million), (v) cyber incident-insurance proceeds, net of
third-party advisory expenses ($(20) million net proceeds vs. $(11) million net
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52
proceeds), (vi) impairment of intangible assets ($1 million vs. $0 million), and (vii) costs associated with shareholder advisory matters
and select value creation consulting costs ($24 million vs. $0 million).
The net decrease in operating expenses was attributable to the following:
Operating Costs
(excluding
acquisitions)
Acquisitions
Adjustments
Total
Global Distribution and Value
-Added Services
$
(15)
$
19
$
-
$
4
Global Specialty Products
(29)
(1)
-
(30)
Global Technology
(5)
-
-
(5)
Corporate
44
-
-
44
(5)
18
-
13
Adjustments
-
-
(18)
(18)
Total operating expenses
$
(5)
$
18
$
(18)
$
(5)
The components of the net decrease in total operating expenses are presented
in the table above.
The decrease in
operating costs (excluding acquisitions) during the nine months ended September
27, 2025 included cost savings
from our restructuring activities, certain changes in estimates and other operating
cost efficiencies, partially offset
by an increase in Corporate investments in technology supporting the
launch of our Global E-Commerce Platform
(www.henryschein.com), the impact of certain compensation related costs, and the timing of certain non-income
tax credits.
In addition, during the nine months ended September 27, 2025,
our operating costs were impacted by
recognition of remeasurement gains related to the remeasurement to fair value
of previously held equity
investments of $28 million within our Global Specialty Products segment
and $4 million within our Global
Distribution and Value-Added Services segment.
During the nine months ended September 28, 2024, our operating
costs were impacted by recognition of a remeasurement gain related to the
remeasurement to fair value of a
previously held equity investments of $18 million within our Global Distribution
and Value
-Added Services
segment.
Other Expense, Net
Other expense, net was as follows:
September 27,
September 28,
Variance
2025
2024
$
%
Interest income
$
24
$
18
$
6
39.2
%
Interest expense
(111)
(96)
(15)
(15.7)
Other, net
(3)
(1)
(2)
(844.9)
Other expense, net
$
(90)
$
(79)
$
(11)
(14.1)
Interest income increased primarily due to increased interest rates.
Interest expense increased primarily due to
increased borrowings.
Income Taxes
Our effective tax rate was 23.5% for the nine months ended September 27, 2025, compared
to 25.1% for the prior
year period.
The difference between our effective and federal statutory tax rates primarily relates to state
and
foreign income taxes and interest expense.
For the nine months ended September 27, 2025, the difference was
further impacted by the tax treatment associated with the acquisition of a controlling
interest of a previously held
non-controlling equity investment.
On July 4, 2025, President Trump signed the reconciliation tax bill, commonly known as the “One Big Beautiful
Bill Act” (OBBBA), into law.
Corporate provisions in the OBBBA include, immediate expensing of domestic
research and experimental expenditures, limitations on certain deductions,
and modifications to international tax
provisions.
As a result of the OBBBA, we anticipate a reduction in current income
tax liabilities and deferred tax
assets.
Table of Contents
53
The OECD issued technical and administrative guidance on Pillar Two rules in December 2021, which provides for
a global minimum tax rate on the earnings of large multinational businesses on a country-by-country
basis.
Effective January 1, 2024, the minimum global tax rate is 15% for various jurisdictions pursuant
to the Pillar Two
rules.
Future tax reform resulting from these developments may result
in changes to long-standing tax principles,
which may adversely impact our effective tax rate going forward or result in higher cash
tax liabilities.
As of
September 27, 2025, the impact of the Pillar Two rules to our financial statements was immaterial.
Liquidity and Capital Resources
Our principal capital requirements have included funding of acquisitions, purchases
of additional noncontrolling
interests, repayments of debt principal, the funding of working capital needs,
purchases of fixed assets and
repurchases of common stock.
Working capital requirements generally result from increased sales, special
inventory forward buy-in opportunities and payment terms for receivables
and payables.
Historically, sales have
tended to be stronger during the second half of the year and special inventory
forward buy-in opportunities have
been most prevalent just before the end of the year, and have caused our working capital requirements
to be higher
from the end of the third quarter to the end of the first quarter of
the following year.
We finance our business primarily through cash generated from our operations, revolving credit facilities and debt
placements.
Please see
Note 8 – Debt
for further information.
Our ability to generate sufficient cash flows from
operations is dependent on the continued demand of our customers
for our products and services, and access to
products and services from our suppliers.
Our business requires a substantial investment in working capital, which
is susceptible to fluctuations during the
year as a result of inventory purchase patterns and seasonal demands.
Inventory purchase activity is a function of
sales activity, special inventory forward buy-in opportunities and our desired level of inventory.
We finance our business to provide adequate funding for at least 12 months.
Funding requirements are based on
forecasted profitability and working capital needs, which, on occasion, may
change.
Consequently, we may change
our funding structure to reflect any new requirements.
We believe that our cash and cash equivalents, our ability to access private debt markets and public equity markets,
and our available funds under existing credit facilities provide us with
sufficient liquidity to meet our currently
foreseeable short-term and long-term capital needs.
Our acquisition strategy is focused on investments in companies that
add new customers and sales teams, increase
our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we
have already invested in businesses), and finally, those that enable us to access new products and technologies.
Net cash provided by operating activities was $331 million for the
nine months ended September 27, 2025,
compared to net cash provided by operating activities of $644 million for
the prior year.
The net change of $313
million was primarily attributable to changes in working capital accounts
(primarily accounts receivable,
inventory,
and accounts payable and accrued expenses).
Our operating cash flows during the nine months ended September
28, 2024 were affected by the residual impacts of the 2023 cyber incident and included a higher-than-normal
level
of cash collections.
Our cash collections normalized during the nine months ended September
27, 2025.
Net cash used in investing activities was $253 million for the nine months
ended September 27, 2025, compared to
net cash used in investing activities of $372 million for the prior year.
The net change of $119 million was
primarily attributable to reduced payments for equity investments and business
acquisitions.
Net cash provided by financing activities was $18 million for the nine
months ended September 27, 2025,
compared to net cash used in financing activities of $306 million for the prior
year.
The net change of $324 million
was primarily due to increased net borrowings from debt to finance our
investments and proceeds received from the
issuance of common stock, and a reduction in acquisitions of noncontrolling
interests in subsidiaries, partially offset
by increased repurchases of common stock.
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54
The following table summarizes selected measures of liquidity and capital
resources:
September 27,
December 28,
2025
2024
Cash and cash equivalents
$
136
$
122
Working
capital
(1)
1,246
1,180
Debt:
Bank credit lines
$
913
$
650
Current maturities of long-term debt
30
56
Long-term debt
2,153
1,830
Total debt
$
3,096
$
2,536
Leases:
Current operating lease liabilities
$
81
$
75
Non-current operating lease liabilities
264
259
(1)
Includes $492 million and $241 million of certain accounts receivable, which serve as security for U.S. trade accounts receivable
securitization at September 27, 2025 and December 28, 2024, respectively.
Our cash and cash equivalents consist of bank balances and investments
in money market funds representing
overnight investments with a high degree of liquidity.
Accounts receivable days sales outstanding and inventory turns
Our accounts receivable days sales outstanding from operations decreased
to 45.3 days as of September 27, 2025
from 48.6 days as of September 28, 2024, which was primarily attributable
to impact that the cyber incident had on
the cash collections during the three months ended March 30, 2024.
During the nine months ended September 27,
2025, we wrote off approximately $12 million of fully reserved accounts receivable
against our trade receivable
reserve.
Our inventory turns from operations decreased to 4.8 as of September
27, 2025 from 5.0 as of September
28, 2024.
Our working capital accounts may be impacted by current
and future economic conditions.
Leases
We
have operating and finance leases for corporate offices, office space, distribution and other facilities,
vehicles
and certain equipment.
Our leases have remaining terms of less than one year to approximately
16 years, some of
which may include options to extend the leases for up to 10 years.
As of September 27, 2025, our right-of-use
assets related to operating leases were $308 million and our current and non-current
operating lease liabilities were
$81 million and $264 million, respectively.
Stock Repurchases
On January 27, 2025, our Board of Directors authorized the repurchase
of up to an additional $500 million in shares
of our common stock.
On May 19, 2025, we executed an accelerated share repurchase program
to repurchase a total of $250 million of
our outstanding common stock based on volume-weighted average
prices.
In May 2025, we received 3,122,832
shares at an estimated fair value of $224
million.
In July 2025, we received an additional 368,651 shares at an
estimated fair value of $26 million, representing the final amount of shares
to be received under this accelerated
share repurchase program.
On September 8, 2025, our Board of Directors authorized the repurchase of
up to an additional $750 million in
shares of our common stock.
From March 3, 2003 through September 27, 2025, we repurchased $5.8 billion,
or 105,063,756 shares,
under our
common stock repurchase programs, with $980 million available
as of September 27, 2025 for future common
stock share repurchases.
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55
Redeemable Noncontrolling Interests
Some minority stockholders in certain of our subsidiaries have the right,
at certain times, to require us to acquire
their ownership interest in those entities at fair value.
Accounting Standards Codification Topic 480-10 is
applicable for noncontrolling interests where we are or may be required
to purchase all or a portion of the
outstanding interest in a consolidated subsidiary from the noncontrolling
interest holder under the terms of a put
option contained in contractual agreements.
As of September 27, 2025 and December 28, 2024, our balance
for
redeemable noncontrolling interests was $877 million and $806 million,
respectively.
Please see
Note 13 –
Redeemable Noncontrolling Interests
for further information.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies
and estimates from those disclosed in Item
7 of our Annual Report on Form 10-K for the year ended December 28, 2024.
Accounting Standards Update
For a discussion of accounting standards updates that have been adopted
or will be adopted, see
Note 2 - Significant
Accounting Policies and Recently Issued Accounting Standards
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
ITEM 3.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk
from that disclosed in Item 7A of our Annual
Report on Form 10-K for the year ended December 28, 2024.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this quarterly report
as such term is defined in Rules 13a-15(e)
and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Based
on this evaluation, our management, including our principal executive
officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of September 27,
2025, to ensure that all
material information required to be disclosed by us in reports that we file
or submit under the Exchange Act is
accumulated and communicated to them as appropriate to allow timely
decisions regarding required disclosure and
that all such information is recorded, processed, summarized and reported
within the time periods specified in the
SEC’s rules and forms, and the rules of the Nasdaq stock exchange.
Changes in Internal Control over Financial Reporting
The combination of acquisitions, continued acquisition integrations and systems
implementation activity
undertaken during the quarter ended September 27, 2025,
and carried over from prior quarters, when considered in
the aggregate, represents a material change in our internal control
over financial reporting.
During the quarter ended September 27, 2025, we completed the acquisition
of a controlling interest of a Global
Specialty Products segment affiliate.
Also, post-acquisition integration related activities continued
for businesses
acquired during prior quarters within our Global Specialties Products
segment and Global Distribution and Value-
Added Services segment.
These acquisitions, the majority of which utilize separate information
and financial
accounting systems, have been included in our condensed consolidated
financial statements since their respective
dates of acquisition.
Table of Contents
56
Additionally, during the quarter ended September 27, 2025, we continued systems implementation activities for
the
phased roll-out of a new e-commerce system for our Global Distribution
and Value
-Added Services segment in the
U.S. and Canada.
Finally, we completed the systems implementation activities for upgrading the ERP business
system for our Global Distribution and Value-Added Services segment in Australia and New Zealand.
All acquisitions, continued acquisition integrations,
and systems implementation activities involve necessary
and
appropriate change-management controls that are considered in our quarterly
assessment of the design and
operating effectiveness of our internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
all control issues, if any, within a company
have been detected.
Table of Contents
57
PART
II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
For a discussion of Legal Proceedings, see
Note 11–Legal Proceedings
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors disclosed in
Part 1, Item 1A, of our Annual Report on
Form 10-K for the year ended December 28, 2024.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Purchases of equity securities by the issuer
Our share repurchase program, announced on March 3, 2003, originally
allowed us to repurchase up to two million
shares pre-stock splits (eight million shares post-stock splits) of our common
stock, which represented
approximately 2.3% of the shares outstanding at the commencement
of the program.
Subsequent additional
increases since 2003 that have aggregated to an additional $6.7 billion,
authorized by our Board, to the repurchase
program provide for a total of $6.8 billion (including $500 million authorized on
January 27, 2025 and an
additional $750 million authorized on September 8, 2025) of shares of our common
stock to be repurchased under
this program,
with $980 million currently available for future share repurchases.
On May 19, 2025, we executed an accelerated share repurchase program to
repurchase a total of $250 million of
our outstanding common stock based on volume-weighted average prices.
In May 2025 we received 3,122,832
shares at an estimated fair value of $224 million, which were recorded in
treasury stock.
In July 2025, we received
an additional 368,651 shares at an estimated fair value of $26 million,
representing the final amount of shares to be
received under this accelerated share repurchase program.
As of September 27, 2025, we had repurchased approximately $5.8 billion
of common stock (105,063,756)
shares
under these initiatives.
The following table summarizes repurchases of our common stock
under our stock repurchase program during the
fiscal quarter ended September 27, 2025:
Total Number
Maximum Number
Total
of Shares
of Shares
Number
Average
Purchased as Part
that May Yet
of Shares
Price Paid
of Our Publicly
Be Purchased Under
Fiscal Month
Purchased (1)
Per Share
Announced Program
Our Program (2)
6/29/2025 through 8/2/2025
811,024
$
71.20
811,024
5,511,891
8/3/2025 through 8/30/2025
2,312,016
67.74
2,312,016
3,134,393
9/1/2025 through 9/27/2025
212,945
68.38
212,945
14,434,296
3,335,985
3,335,985
(1)
All repurchases were executed in the open market under our existing publicly announced authorized program.
(2)
The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the
closing price of our common stock at that time.
This table excludes shares withheld from employees to satisfy minimum tax withholding
requirements for equity-based transactions.
Table of Contents
58
ITEM 5.
OTHER INFORMATION
KKR Investment
On November 4, 2025, the Company and KKR entered into an amendment
to the Strategic Partnership Agreement,
dated January 29, 2025 (the “Agreement”), between the parties that increased the
beneficial ownership limit from
14.9% to 19.9% of the outstanding shares of the Company’s common stock that KKR is permitted to acquire
during
the standstill period.
The standstill provisions, including the increased ownership
limit, continue in effect for a
period of six months following the later of the expiration of the term of the Agreement
and the date on which no
KKR director appointed pursuant to the Agreement is serving on the Board
of Directors.
Extension of 2024 Restructuring Plan
On August 6, 2024, we committed to a new restructuring plan (the “2024
Plan”) to integrate recent acquisitions,
right-size operations and further increase efficiencies.
We currently expect completion of this plan to be at the end
of 2027.
Since the 2024 Plan initiation we recorded restructuring charges of $155 million, and we
currently expect
to record additional restructuring charges associated with the plan in 2025 and through
the end of 2027; however,
an estimate of the amount of these charges for 2025 through 2027 has not yet been determined.
Rule 10b5-1 Trading Arrangements
During the three months ended September 27, 2025
Walter Siegel
, the Company’s former
Senior Vice President
and Chief Legal Officer
,
adopted
a
Rule10b5
-1 trading arrangement (which is a trading plan for the future sale
of
securities that is intended to satisfy the affirmative defense of Exchange Act
Rule
10b5
-1(c), as well as the
requirements of the Company’s insider trading policy) while he was an executive officer of the Company. The plan
is subject to an initial “cooling off” period during which there may be no transactions
between the adoption date
and a date that is the later of 90 days or two business days following
the Company’s filing of its next quarterly
report on Form 10-Q or Annual Report on form 10-K.
On
August 18, 2025
, Mr. Siegel adopted the trading plan to
sell
4,176
shares based on a limit order at a specified price, with a term through
August 18, 2026
.
Table of Contents
59
ITEM 6.
EXHIBITS
Amendment No. 1 to the Strategic Partnership Agreement, dated November 4,
2025, by and between the Company and KKR Hawaii Aggregator L.P.+
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+
101.INS
Inline XBRL Instance Document - the instance document does not appear
in the
Interactive Data File because its XBRL tags are embedded within the Inline
XBRL document+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
104
The cover page of Henry Schein, Inc.’s Quarterly Report on Form 10-Q for the
quarter ended September 27, 2025, formatted in Inline XBRL (included
within
Exhibit 101 attachments).+
_________
- Filed or furnished herewith.
Table of Contents
60
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, thereunto duly authorized.
Henry Schein, Inc.
(Registrant)
By: /s/ RONALD N. SOUTH
Ronald N. South
Senior Vice President and
Chief Financial Officer
(Authorized Signatory and Principal Financial
and Accounting Officer)
Dated: November 4, 2025
ex101
Exhibit 10.1
Execution
CONFIDENTIAL
November 4, 2025
VIA E-MAIL
Henry Schein, Inc.
135 Duryea Road
Melville, New York
11747
Attention: Kelly Murphy
Email:[ *** - personal information]
KKR Hawaii Aggregator L.P.
c/o Kohlberg Kravis Roberts & Co. L.P.
Sand Hill Road, Suite 200
Menlo Park, CA 94025
Attention: Hunter Craig and Max Lin
Email: [*** - personal information]
Re:
Amendment No. 1 to Strategic Partnership Agreement (this “Amendment”)
Ladies and Gentlemen:
Reference is
made to
the
Strategic Partnership
Agreement, dated
as of
January 29, 2025
(as
heretofore
amended
or
modified,
the
“Agreement”),
by
and
between
Henry
Schein,
Inc.,
a
Delaware
corporation
(the
“Company”),
on
the
one
hand,
and
KKR
Hawaii
Aggregator
L.P.,
a
Delaware limited
partnership (the
“Investor”), on
the other
hand. Capitalized
terms used
but not
defined
in
this
Amendment
shall
have
the
meanings
ascribed
to
them
in
the
Agreement.
The
parties, intending to be legally bound, agree to amend the Agreement as follows:
1.
Restriction
on
Business
Combinations.
The
parties
hereby
consent
and
agree
to
amend and restate Section 3.15 of the Agreement in its entirety as follows:
“Section 3.15
Restriction
on
Business
Combinations.
The
Board
has
taken
all
action
necessary
to
render
inapplicable
to
the
Investor
Parties
the
restrictions
on
“business
combinations” set
forth in
Section 203
of the
DGCL (“Section
203”) in
connection with
the Investor Parties’
becoming an
“interested stockholder”
(as defined
in Section
203) of
the Company by acquiring an aggregate
of 15% or more of the
outstanding voting stock of
the Company,
whether by (i) direct or indirect beneficial ownership
of stock; (ii) the right
to acquire stock
(whether such right
is exercisable immediately or
only after the passage
of
time) pursuant
to any
agreement, arrangement
or understanding,
or upon
the exercise
of
conversion rights, exchange rights, warrants or options, or otherwise; (iii) the right to vote
stock pursuant
to any
agreement,
arrangement or
understanding; provided,
however,
the
agreement, arrangement
or understanding
to vote
such stock
does not
arise solely
from a
revocable proxy or consent given in response
to a proxy or consent solicitation made
to 10
or more Persons;
or (iv) any
agreement, arrangement or
understanding for the
purpose of
acquiring, holding,
voting (other
than voting
pursuant to
a revocable
proxy or
consent given
in response to a proxy or consent
solicitation made to 10 or more Persons), or
disposing of
2
stock
with
any
other
Person
that
beneficially
owns,
or
whose
Affiliates
or
associates
beneficially own, directly or indirectly, such stock.”
2.
Standstill.
The parties hereby consent and agree to amend and restate
Section 5.08
of the Agreement in its entirety as follows:
“Section 5.08 Standstill.
Each Investor Party
agrees with the
Company,
severally and not
jointly,
that, during
the Term
and thereafter
until the
date occurring
six (6)
months after
the earliest date
following the Term on which no Investor
Director is serving on
the Board,
without
the
prior
written
approval
of
the
Board,
such
Investor
Party
and
its
controlled
Affiliates shall not, directly or indirectly:
(a)
acquire, offer or
seek to
acquire, agree
to acquire or
make a
proposal
to acquire, whether
by private or
open market purchase,
a block trade,
a tender or
exchange offer,
beneficial ownership
of, or
any economic
interest in,
any right
to
direct
the
voting
or
disposition
of,
or
any
other
right
with
respect
to
any
Voting
Securities
or
direct
or
indirect
rights
to
acquire
any
Voting
Securities
of
the
Company,
any
securities
convertible
into
or
exchangeable
for
any
such
Voting
Securities,
any
options
puts,
calls,
swaps
or
other
derivative
or
convertible
instruments,
hedging
contracts
or
other
derivative
securities
or
contracts
or
instruments in
any way related
to the price
of shares of
Common Stock
(solely to
the extent
that, after
giving effect
to such
acquisition, such
Investor Party
and its
Affiliates would beneficially own, in the aggregate, greater than 19.9% of the then
outstanding Common Stock);
(b)
make
any
public
announcement
with
respect
to,
or
offer,
seek,
propose or indicate
an interest in
(in each
case with
or without conditions),
either
alone or
in concert
with
others, any
Extraordinary
Transaction,
or
enter into
any
discussions, negotiations,
arrangements, understandings
(whether written
or oral)
with
any
Person
regarding
any
of
the
foregoing
(it
being
understood
that
the
foregoing
shall
not
restrict
any
Investor
Parties
from
tendering
shares,
receiving
payment or
shares or otherwise
participating in any
such Extraordinary
Transaction
on the same basis as other stockholders of the Company);
(c)
(i) make or
in any way encourage
or participate in any
“solicitation”
of
“proxies”
or
consents
(whether
or
not
relating
to
the
election
or
removal
of
directors), as such terms are used in the rules of the SEC (but without regard to the
exclusion set
forth in
Rule 14a-1(l)(2)(iv)),
to vote,
or knowingly
seek to
advise,
encourage or influence
any Person with
respect to voting,
acquisition or disposition
of, any
Voting Securities of the Company
or any
of its
Subsidiaries or
any securities
convertible or exchangeable into or exercisable for any such Voting
Securities, (ii)
request, call or
seek to call (or, for
the avoidance of doubt,
publicly support another
Person’s request or call for) a meeting of the Company’s
stockholders or action by
written
consent
(or
the
setting
of
a
record
date
therefor),
(iii)
initiate
or
be
the
proponent of any
stockholder proposal for
action by the
Company’s
stockholders,
(iv) seek, alone or in concert with others, election to
or to place a representative on
the Board or
nominate or propose
the nomination of,
or recommend the
nomination
of,
any
candidate to
the
Board,
except as
expressly
set
forth
in
Section
5.10,
(v)
3
seek, alone or in
concert with others
(including through any “withhold”
or similar
campaign), the removal
of any director
from the
Board (other than,
in the
case of
the Investor Parties, any
Investor Directors), or (vi)
become a “participant” in
any
contested “solicitation” (as
such terms are
defined or used
under the Exchange
Act)
for the election of
directors with respect
to the Company;
provided, however,
that
nothing in this Agreement will prevent the Investor Parties
or their Affiliates from
taking actions
in furtherance
of identifying
any replacement
for an
Investor Director
pursuant to Section 5.10, as applicable;
(d)
except as expressly permitted by this Agreement with respect to the
Investor Directors, otherwise act, alone or in
concert with others, to seek to control
or influence, in any manner, the management, board of directors or business of the
Company or any
of its Subsidiaries,
including (i) controlling or
changing the Board
or
management of
the
Company,
including
any
plans or
proposals
to
change the
number or term of directors or
to fill any vacancies on
the Board, (ii) any material
change
in
the
capitalization,
capital
allocation
policy
or
dividend
policy
of
the
Company
or
(iii)
seeking
to
have
the
Company
waive
or
make
amendments
or
modifications
to
the
Company
Charter
Documents,
or
other
actions
that
may
impede or facilitate the acquisition of control of the Company by any Person;
(e)
grant
any
proxy,
consent
or
other
authority
to
vote
any
Voting
Securities with respect to any matters (other than to the named proxies
included in
the
Company’s
proxy
card
for
any
annual
meeting
or
special
meeting
of
stockholders);
(f)
agree,
attempt,
seek or
propose
to
deposit
any
shares of
Common
Stock in any voting trust or similar arrangement or
subject any shares of Common
Stock to any arrangement or
agreement with respect to the
voting of any shares of
Common Stock, other than any such voting trust, arrangement or agreement solely
among such
Investor Party
and its
controlled Affiliates and
otherwise in
accordance
with this Agreement;
(g)
other
than
sales
into
the
public
market
pursuant
to
a
bona
fide,
broadly distributed underwritten public offering, in each case made pursuant to the
Registration
Rights
Agreement or
through
a
bona
fide
sale
to
the
public
without
registration
effectuated
pursuant
to
Rule
144
under
the
Securities
Act
where
the
identity
of
the
purchaser
is
not
known,
sell,
offer
or
agree
to
sell,
directly
or
indirectly, through swap
or hedging transactions or otherwise, the securities
of the
Company or any
rights decoupled
from the
underlying securities of
the Company
held by such
Investor Party to
any Third Party
that, to the actual
knowledge of such
Investor
Party,
would
result
in
such
Third
Party,
together
with
its
Affiliates,
owning, controlling or otherwise having any beneficial or other ownership interest
representing
in
the
aggregate
in
excess
of
4.9%
of
the
shares
of
Common
Stock
outstanding
at
such
time
or
would
increase
the
beneficial
or
other
ownership
interest of
any Third
Party who, together
with its
Affiliates, has a
beneficial or
other
ownership interest
in the
aggregate of
more than
4.9% of
the shares
of Common
Stock outstanding at such
time; provided, that the restriction
in this Section 5.08(g)
will not apply
with respect to
any Third Party
who makes filings with
respect to the
4
Company’s securities to the
SEC on Schedule
13G pursuant
to Rule 13d-1(b)
under
the Exchange Act;
(h)
make a request
for any stockholder
list or other
Company books and
records under Section 220 of the DGCL or otherwise; provided that nothing in this
Agreement shall restrict
any Investor Director’s
rights as a
director of
the Company
under Section 220(d) of the Delaware General Corporation Law;
(i)
make any proposal or
statement of inquiry or
disclose any intention,
plan or arrangement inconsistent with any of the foregoing;
(j)
advise, assist, knowingly encourage
or direct any Person
to do, or to
advise,
assist,
knowingly
encourage
or
direct
any
other
Person
to
do,
any
of
the
foregoing;
(k)
enter into
any agreements, arrangements
or understandings with
any
Third
Party
(including
security
holders
of
the
Company,
but
excluding,
for
the
avoidance of doubt, any Investor Party and its
Affiliates) with respect to any of the
foregoing, including forming,
joining or in
any way participating
in a “group”
(as
defined
in
Section
13(d)(3)
of
the
Exchange
Act)
with
any
Third
Party
in
connection with any of the foregoing;
(l)
request
the
Company
or
any
of
its
Representatives,
directly
or
indirectly, to amend or waive any provision of this Section 5.08; provided that this
clause shall not
prohibit any
Investor Party from
making a confidential
request to
the
Company
seeking
an
amendment
or
waiver
of
the
provisions
of
this
Section
5.08, which the Company may accept or reject in its sole discretion,
so long as any
such request is made in a manner that does not
require public disclosure thereof by
any Person; or
(m)
contest
the
validity
of
this
Section
5.08
or
make,
initiate,
take
or
participate in any demand,
Action (legal or otherwise)
or proposal to amend, waive
or terminate any provision of this Section 5.08.
The
restrictions
in
this
Section
5.08
shall
terminate
automatically
upon
the
earliest
occurrence of
any of
the following:
(A) the
Company’s
entry into
a definitive
agreement
with respect
to any
Extraordinary Transaction
that would
result in
the acquisition
by any
person or group
of more than
50% of the
Voting
Securities or assets
having an aggregate
value
exceeding
50%
of
the
aggregate
enterprise
value
of
the
Company
and
(B)
the
commencement of
any tender
or
exchange offer
(by any
Person or
group
other than
the
Investor
Parties
or
their
Affiliates)
which,
if
consummated,
would
constitute
an
Extraordinary Transaction that
would result in
the acquisition by
any person or
group (with
the exception of
the Investor
Parties and
any of their
Affiliates) of
more than
50% of
the
Voting
Securities,
where
the
Company
files
with
the
SEC
a
Schedule
14D-9
(or
amendment thereto)
that
does not
recommend that
its
stockholders
reject such
tender or
exchange offer.
5
Notwithstanding
anything
to
the
contrary
contained
in
this
Agreement,
nothing
the
Agreement shall limit the ability of any Investor Director to vote or otherwise exercise his
or
her
legal
duties
or
otherwise
act
in
his
or
her
capacity
as
a
member
of
the
Board.
Furthermore, notwithstanding anything to the contrary in this Section 5.08, nothing in this
Section
5.08
shall
prohibit
or
restrict
the
Investor
Parties
from:
(A)
communicating
privately with
the Board,
any member
of senior
management of
the Company
(including
the Company’s Chief Executive Officer, Chief Financial Officer,
and General Counsel) or
any director
of the
Company regarding
any matter
(it being
understood that
the Investor
Parties
shall
not
engage
in
any
such
private
communications
if
the
content
of
such
communications
would
reasonably
be
expected
to
require
any
public
disclosure
of
such
communications, without the prior authorization of the
Board or Chief Executive Officer);
(B) privately communicating to the
Investor Parties’ or its
Affiliates’ investors or potential
investors regarding the Company;
provided that any such
communications to investors or
potential investors
(1) are
subject to
reasonable confidentiality
obligations of
such investors
or potential investors and are not reasonably expected to be publicly
disclosed, (2) are not
made with an intent to, and do not, circumvent any of the restrictions
in this Agreement or
otherwise in
bad faith
and (3)
are not
intended to,
and would
not reasonably be
expected
to, require
any public
disclosure of
such communications;
(C) making
any factual
statement
to comply with any subpoena
or other legal process or
respond to a request
for information
from
any
Governmental
Authority
with
jurisdiction
over
such
Person
from
whom
information is sought,
in each
case upon the
advice of outside
legal counsel
(provided, that,
to
the
extent
permitted
by applicable
law,
the
applicable Investor
Party
will
provide
the
Company with
notice of
any such
requirement prior
to making
any such
statement); (D)
voting,
transferring
or
hedging
(subject
to
Section
5.08(g)
and
Section
5.20);
(E)
participating in rights offerings made
by the Company to all holders
of its Common Stock,
receiving
any
dividends
or
similar
distributions
with
respect
to
any
securities
of
the
Company held
by such
Investor Party,
tendering shares
of Common
Stock, or
otherwise
exercising rights under its
Common Stock that
are not the subject
of this Section
5.08; or
(F) at any time after eight months following the date hereof, making a proposal relating to
an
Extraordinary
Transaction,
provided
that
such
proposal
is
first
made
privately
to
the
Board or Chief Executive Officer and is conditioned on the approval of the Board.”
3.
Entire
Agreement;
Amendment.
The
Agreement,
together
with
the
other
Transaction Documents and this
Amendment, contains the
entire understanding of
the Parties with
respect to
the subject
matter hereof
or thereof.
Any previous agreements
among the Parties
relating
to the
specific subject
matter hereof
are superseded
by the
Agreement and
this Amendment.
All
references to the “Agreement” in
the Agreement shall refer to the
Agreement as amended by this
Amendment.
4.
No Other Modifications. This Amendment shall only amend the Agreement as
expressly set forth herein. All other terms of the Agreement shall remain in full force and effect.
5.
The
provisions
of
Article
VIII
of
the
Agreement
are
hereby
incorporated
by
reference into this Amendment, mutatis mutandis.
[Signature Page Follows]
[
Signature Page to Amendment No. 1
]
If the terms of this Amendment are in accordance with your understanding, please sign
below and this Amendment will constitute a binding agreement among us.
HENRY SCHEIN, INC.
By:
/s/ Kelly Murphy
Name:
Kelly Murphy
Title:
Senior Vice President and General Counsel
Acknowledged and Agreed:
KKR HAWAII
AGGREGATOR
L.P.
By:
KKR Hawaii Aggregator GP LLC, its general partner
By:
/s/ Max Lin
Name: Max Lin
Title:
President
ex311
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stanley M. Bergman,
certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Henry Schein,
Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under
which such
statements were made, not misleading with respect to the period covered by
this report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report,
fairly present in all material respects the financial condition, results of operations
and cash flows of the
registrant as of, and for, the periods presented
in this report;
4.
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures
to be designed under our supervision, to ensure that material information
relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such
internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in
accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this
report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over
financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of
internal control over
financial reporting which are reasonably likely to adversely affect
the registrant's ability to record,
process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or
other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: November 4, 2025
/s/ Stanley M. Bergman
Stanley M. Bergman
Chairman and Chief Executive Officer
ex312
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Ronald N. South, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Henry Schein,
Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under
which such
statements were made, not misleading with respect to the period covered by
this report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report,
fairly present in all material respects the financial condition, results of operations
and cash flows of the
registrant as of, and for, the periods presented
in this report;
4.
The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures
to be designed under our supervision, to ensure that material information
relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such
internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in
accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this
report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over
financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of
internal control over
financial reporting which are reasonably likely to adversely affect
the registrant's ability to record,
process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or
other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: November 4, 2025
/s/ Ronald N. South
Ronald N. South
Senior Vice President and
Chief Financial Officer
ex321
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Henry Schein, Inc. (the
“Company”) for the period
ending September 27, 2025, as filed with the Securities and Exchange Commission
on the date hereof (the
“Report”), I, Stanley M. Bergman, the Chairman and Chief Executive
Officer of the Company,
and I, Ronald
N. South, Senior Vice President
and Chief Financial Officer of the Company,
do hereby certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of
my knowledge and belief that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects,
the financial condition and
results of operations of the Company.
/s/ Stanley M. Bergman
Dated: November 4, 2025
Stanley M. Bergman
Chairman and Chief Executive Officer
Dated: November 4, 2025
/s/ Ronald N. South
Ronald N. South
Senior Vice President and
Chief Financial Officer
This certification accompanies each Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and
shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed
filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley
Act of 2002 has
been provided to the Company and will be retained by the Company and
furnished to the Securities and
Exchange Commission or its staff upon request.