8-K - HSIC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 16, 2023

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-27078

(Commission

File Number)

11-3136595

(IRS Employer

Identification No.)

135 Duryea Road

Melville

New York

(Address of principal executive offices)

11747

(Zip Code)

Registrant’s telephone number, including area code: (

631

)

843-5500

(Former name or former address, if changed since last

report.)

Check the appropriate box

below if the

Form 8-K filing is intended to simultaneously satisfy

the filing obligation of

the registrant under any

of the following provisions:

☐

Written communications pursuant

to Rule 425

under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to

Rule 14a-12 under

the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to

Rule 14d-2(b) under

the Exchange Act

(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to

Rule 13e-4(c) under the

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

Securities registered pursuant to

Section 12(b) of the

Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

HSIC

The

Nasdaq

Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule 12b-2

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

this chapter).

Emerging growth company

☐

If an

emerging

growth

company,

indicate by

check mark

if the

registrant has

elected not

to use

the

extended transition

period

for complying

with any

new

revised

financial accounting standards provided pursuant to Section 13(a) of

the Exchange Act.

☐

Item 2.02.

Results of Operations and Financial Condition.

On February 16, 2023, Henry Schein, Inc. issued a press release reporting the financial results for the three

months and full year ended December 31, 2022.

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

and is incorporated herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit 99.1 are considered furnished to

the Securities and Exchange Commission and are not deemed filed for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibit 99.1 – Press Release dated February 16, 2023.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

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

HENRY SCHEIN, INC.

By:

/s/ Ronald N. South

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal

Financial and Accounting Officer)

February 16, 2023

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated February 16, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS FOURTH-QUARTER AND FULL-YEAR 2022 FINANCIAL RESULTS AND

INTRODUCES 2023 FINANCIAL GUIDANCE

●

Fourth-quarter net sales of $3.4 billion increased 1.2%

compared with the fourth quarter of 2021;

internal

sales increased 5.0%

in local currencies when excluding sales of personal protective equipment (PPE)

products and COVID-19 test kits and the extra sales week in 2022

●

Fourth-quarter GAAP diluted EPS of $0.34 compared with fourth-quarter 2021

GAAP diluted EPS of $1.05

●

Fourth-quarter non-GAAP diluted EPS of $1.21 compared with fourth-quarter 2021

non-GAAP diluted EPS

of $1.07

●

Introduces guidance for 2023 non-GAAP diluted EPS of $5.25 to $5.42 excluding amortization

expense of

acquired intangible assets, reflecting high single-digit to low double-digit growth in non-GAAP operating

income over 2022

when excluding the contribution

from PPE products and COVID-19 test kits

MELVILLE, N.Y.,

February 16, 2023

–

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

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

the fourth quarter ended

December 31, 2022.

“We closed out 2022 with a very good fourth quarter in which we continued to execute effectively on our 2022 to

2024 Strategic Plan goals,

achieving strong growth in earnings for the fourth quarter and the full

year, despite

macroeconomic and foreign exchange headwinds.

We overcame significant headwinds from lower sales of PPE products and

COVID-19 test kits,” said Stanley M. Bergman, Chairman of the Board and Chief

Executive Officer of Henry Schein.

“Looking ahead, we are introducing financial guidance for 2023 where

we expect operating income growth in the high

single-digit to low double-digit percentage range when excluding the contribution

from PPE products and COVID-19 test

kits. The impact of lower selling prices of PPE products and reduced demand

for COVID-19 test kits will be largely offset by

earnings momentum in our underlying core businesses,

and the good momentum we have as we enter 2023 gives us

confidence in this full-year 2023 guidance.

“

Fundamentals in our dental end market remain solid. In the fourth

quarter, we believe global dental consumable

merchandise growth was impacted by a high incidence of flu and COVID-19

cases, which caused increased rates of patient

appointment cancellations and furthered staffing shortages. However, patient flows appear to have returned

to more normal

levels in January.

Demand for dental equipment in North America remains healthy, and our North America equipment order

book is stable. Although we saw very good sales for traditional

equipment and steady sales for digital imaging equipment,

there was a decline in sales of digital restoration equipment compared

to the corresponding prior year fourth quarter, resulting

from customer demand shifting from chairside mills to 3D printing, a

mix shift to lower priced intra-oral scanners,

and

-2-

supply chain issues of an important intra-oral scanner supplier. Demand for equipment internationally held up

quite well with

sales moving to lower priced intra-oral scanner units, and overall equipment

sales essentially in-line with last year.

“Sales growth in our Medical business continued to be excellent, reflecting

higher patient traffic

to alternate care

sites, partially driven by a high incidence of seasonal flu and COVID-19,

which drove increased sales of point-of-care

diagnostic and other products.

When excluding sales of PPE products and COVID-19 test kits, we experienced

double-digit

sales growth in local currencies.

We are pleased with the continued growth in new accounts across independent and large

group practices, as well as ambulatory surgical centers and urgent care facilities.

“Growth in our Technology and Value

-added Services business was strongest in our international business

due to the

strength of our Dentally cloud-based solution.

Growth in North America was driven by sales of practice management

software, and we are encouraged to see many customers upgrading

to Dentrix and Dentrix Ascend as the product lifecycle of

our Easy Dental product ends,” concluded Mr. Bergman.

Fourth-Quarter Financial Results

●

Total

net sales

for the quarter were $3.4 billion, an increase of 1.2% compared

with the fourth quarter of 2021. The

1.2% increase included a 1.8%

decrease in local currencies excluding acquisitions,

1.1% growth from acquisitions

and a 3.0%

decrease related to foreign currency exchange,

while the extra week of sales contributed 4.9% to sales

growth. Sales of PPE products

and COVID-19 test kits in the fourth quarter were $254 million, which

is $194 million

lower than the prior-year period.

Excluding sales of PPE products and COVID-19 test kits, fourth-quarter

internal

sales growth in local currencies was 5.0%.

●

GAAP net income

for the quarter was $46.8 million, or $0.34 per diluted share,

compared with fourth-quarter 2021

GAAP net income of $147.2 million, or $1.05 per diluted share.

●

Non-GAAP net income

for the quarter was $164.7 million, or $1.21 per diluted share, compared with

fourth-quarter

2021 non-GAAP net income of $150.6

million, or $1.07 per diluted share

Fourth quarter 2022 non-GAAP net

income excludes:

●

Integration and restructuring expenses of $121 million pre-tax, or $0.70 per diluted

share. These expenses

mainly relate to vacating one of the buildings at the Company’s Melville headquarters and the impairment of

intangible assets associated with the disposal of an unprofitable business.

The Company also incurred

restructuring expenses associated with severance and costs relating to

the exit of some other facilities.

●

Impairment expense of intangible assets of $34 million pre-tax, or $0.17 per diluted

share, related to certain

continuing operations.

●

Foreign currency exchange negatively impacted fourth quarter non-GAAP

diluted EPS by approximately 4 cents

versus the fourth quarter last year.

-3-

●

Global Dental sales

were $2.0 billion for the quarter, a decrease of 0.7% compared with the prior-year period.

Internally generated sales decreased 2.6% in local currencies and acquisitions

contributed 1.8% growth. This growth

was offset by a 4.6% decrease related to foreign currency exchange,

while the extra week of sales

contributed 4.7% to sales growth. The 2.6% decrease in sales in local

currencies reflects a 3.4%

decrease in North

America and a 1.4% decrease internationally.

●

Global Dental consumable merchandise internal sales

decreased by 3.7% in local currencies. Excluding

sales of PPE products,

internal sales growth was 1.0% in local currencies,

and this was consistent across

North American and internationally.

●

Global Dental equipment internal sales growth

was 0.7% in local currencies.

●

Global Medical sales

were $1.2 billion for the quarter, an increase of 4.1% compared with the prior-year period.

Internally generated sales decreased 1.3% in local currencies.

Foreign currency exchange resulted in a decrease of

0.2%, while the extra week of sales contributed 5.6% to growth. Internal

sales increased 14.3% in local currencies

when excluding sales of PPE products and COVID-19 test kits.

●

Global Technology and Value

-Added Services sales

were $187 million for the quarter, an increase of 4.6%

compared with the prior-year period,

driven by strength from Henry Schein One. This included 3.4%

internal sales

growth in local currencies and 0.4% growth from acquisitions,

offset by a 1.9% decline related to foreign currency

exchange, while the extra week of sales contributed 2.7% to growth.

2022 Financial Results

●

Total

net sales

for 2022 were $12.6 billion, an increase of 2.0%

compared with 2021. The 2.0% increase included

1.3% internal growth in local currencies,

1.8% growth from acquisitions

and a 2.4%

decrease related to foreign

currency exchange, while the extra week of sales contributed 1.3%.

Sales of PPE products and COVID-19 test kits

for 2022 were $1,245 million, which is $538 million lower than

in the prior-year period.

Excluding sales of PPE

products and COVID-19 test kits, internal sales growth for 2022

in local currencies was 6.7%.

●

GAAP net income

for 2022 was $537.9 million, or $3.91 per diluted share, compared with GAAP

net income for

2021 of $631.2 million, or $4.45 per diluted share.

●

Non-GAAP net income

for 2022 was $663.2 million, or $4.81 per diluted share, compared with

non-GAAP net

income for 2021 of $639.9 million, or $4.51 per diluted share

. 2022 non-GAAP net income excludes:

●

Integration and restructuring expenses of $130.5 million pre-tax, or $0.74

per diluted share.

●

Impairment expense of intangible assets of $34.0 million pre-tax, or $0.16 per diluted

share.

●

Foreign currency exchange negatively impacted 2022 non-GAAP

diluted EPS by approximately 10 cents versus

2021.

See Exhibit A for details of sales growth.

All local internal sales growth figures exclude the extra sales week

in 2022.

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

EPS to non-GAAP net income and diluted EPS.

-4-

Stock Repurchase Plan

During the fourth quarter of 2022, the Company repurchased approximately

3.6 million shares of its common stock

at an average price of $79.55 per share, for a total of $285 million.

The impact of the share repurchases on fourth-quarter

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

$115 million authorized and available for

future stock repurchases.

An additional $400 million was approved by the Company’s Board of Directors on February 8,

2023.

2023 Financial Guidance

Henry Schein today introduced guidance for 2023

non-GAAP diluted EPS. Guidance for 2023

GAAP diluted EPS is

not being provided at this time, since the Company is unable to provide without

unreasonable effort an estimate of integration

and restructuring costs.

A key goal of the Company’s 2022 to 2024 Strategic Plan is to invest in higher growth businesses that have

a larger

intangible asset component.

Therefore, management believes earnings excluding amortization expense

of acquired intangible

assets better represent the underlying business results, and so 2023 non-GAAP

guidance excludes the effects of amortization

expense of acquired intangible assets and integration and restructuring expenses.

Guidance for 2023 is for completed

acquisitions and does not include potential future acquisitions.

This guidance also assumes that foreign currency exchange

rates remain generally consistent with current levels, end markets

remain consistent with current market conditions and that

there are no material adverse market changes associated with COVID-19.

●

2023 non-GAAP diluted EPS attributable to Henry Schein, Inc. is

expected to be $5.25 to $5.42, reflecting growth of

-2% to +1% compared with 2022 non-GAAP diluted EPS of $5.38,

which also excludes amortization expense of

acquired intangible assets.

●

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

to earnings from sales of PPE products

and COVID-19 test kits is expected to be approximately $0.35 to $0.40.

This impact will be much more

pronounced over the first half of 2023,

and especially in the first quarter,

as we had sales of almost $500 million

of PPE and COVID-19 test kits combined, in the first quarter of 2022.

●

2023 non-GAAP diluted EPS excludes amortization expense of prior

acquisitions of $0.56 in 2023 and $0.57 in

2022.

●

2023 guidance reflects high single-digit to low double-digit growth in non-GAAP

operating income over 2022

when excluding the contribution from PPE products and COVID-19

test kits.

●

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

●

2023 sales of PPE products and COVID-19 test kits are expected to

decrease in aggregate by approximately 30% to

35% from 2022.

●

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

non-GAAP operating margin

of 8.20%,

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

profits.

As previously announced, we will hold an Investor Meeting on February 27

at 9:00 a.m. Eastern time in New York

City, when we expect to provide further details on Henry Schein’s 2023 financial guidance and long-term financial goals.

-5-

Adjustments to 2023 GAAP Diluted EPS

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

basis, as noted above.

The Company is

not providing a reconciliation of its 2023 non-GAAP guidance to the Company’s projected 2023

diluted EPS prepared on a

GAAP basis.

This is because the Company is unable to provide without unreasonable

effort an estimate

of integration and

restructuring costs related to an ongoing initiative to drive operating efficiencies,

including the corresponding tax effect that

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

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

financial impact and timing of related

costs.

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

For

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

of the unavailable information, which could be

material to future results.

Fourth-Quarter 2022 Conference Call Webcast and Presentation

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

2022 financial results today,

beginning at 10:00 a.m. Eastern time. Individual investors are

invited to listen to the conference call through Henry Schein’s

website by visiting www.henryschein.com/IRwebcasts. In addition, a replay will be available beginning shortly after

the call

has ended for a period of one week.

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

2022 financial results on its website

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

About Henry Schein, Inc.

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

professionals powered by a network of

people and technology. With more than 22,000 Team

Schein Members worldwide, the Company's network of trusted

advisors provides more than 1 million customers globally with more

than 300 valued solutions that help improve operational

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

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

effectively. These solutions also support

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

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

in our distribution centers.

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

N.Y.,

and has operations or affiliates in 32 countries and territories. The Company's sales

reached $12.6 billion in 2022, and

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

Schein became a public company in 1995.

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

Instagram.com/HenrySchein,

and Twitter.com/HenrySchein

-6-

Cautionary Note Regarding Forward-Looking Statements and Use

of Non-GAAP Financial Information

In accordance with the “Safe Harbor” provisions of the Private Securities

Litigation Reform Act of 1995, we provide

the following cautionary remarks regarding important factors that,

among others, could cause future results to differ

materially from the forward-looking statements, expectations and assumptions

expressed or implied herein.

All forward-

looking statements made by us are subject to risks and uncertainties

and are not guarantees of future performance.

These

forward-looking statements involve known and unknown risks, uncertainties

and other factors that may cause our actual

results, performance and achievements or industry results to be materially different

from any future results, performance or

achievements expressed or implied by such forward-looking statements.

These statements include EPS guidance and are

generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,”

“project,” “anticipate,” “to be,” “to make” or other comparable terms.

A fuller discussion of our operations, financial

condition and status of litigation matters, including factors that may

affect our business and future prospects, is contained in

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

or SEC, including our Annual Report

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

we make with the SEC. These documents identify in

detail important risk factors that could cause our actual performance to

differ materially from current expectations. Forward

looking statements include the overall impact of the Novel Coronavirus Disease

2019 (COVID-19) on the Company, its

results of operations, liquidity and financial condition (including any

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

consistency with which dental and other practices resume or maintain

normal operations in the United States and

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

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

impact the resumption of normal

operations, whether supply chain disruptions will adversely impact our

business, the impact of integration and restructuring

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

including exchange rates, inflation and recession,

and more generally current expectations regarding performance in current

and future periods.

Forward looking statements

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

of COVID-19 test types, expectations

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

as the efficacy or relative efficacy of the test results

given that the test efficacy has not been, or will not have been, independently

verified under normal FDA procedures,

and (ii)

potential for the Company to distribute the COVID-19 vaccines and

ancillary supplies.

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

and historical results

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

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

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

and other natural disasters; our dependence on third

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

develop or acquire and maintain and protect new

products (particularly technology products) and technologies that achieve

market acceptance with acceptable margins;

transitional challenges associated with acquisitions, dispositions and

joint ventures, including the failure to achieve

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

acquisitions, dispositions and joint ventures; certain provisions

in our governing documents that may discourage third-party

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

incentives; risks related to the sale of corporate

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

from third-party online commerce

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

of the Affordable Care Act; changes in

the health care industry; risks from expansion of customer purchasing

power and multi-tiered costing structures; increases in

shipping costs for our products or other service issues with our third-party shippers;

general global and domestic

macroeconomic and political conditions,

including inflation, deflation,

recession, fluctuations in energy pricing and the value

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

economic indicators,

international trade agreements,

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

future regulatory requirements; risks associated

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

and regulations relating to health care fraud or other

laws and regulations; failure to comply with laws and regulations

relating to the collection, storage and processing of

sensitive personal information or standards in electronic health records

or transmissions; changes in tax legislation; risks

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

developments and the status of litigation matters; risks associated with

customs policies or legislative import restrictions;

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

our global operations; our dependence on our

senior management, employee hiring and retention, and our relationships

with customers, suppliers and manufacturers; and

disruptions in financial markets.

The order in which these factors appear should not be construed

to indicate their relative

importance or priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control

or predict.

Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of

actual

results.

We undertake no duty and have no obligation to update forward-looking statements except as required by law.

-7-

Included within the press release are non-GAAP financial measures

that supplement the Company’s Consolidated

Statements of Income prepared under generally accepted accounting

principles (GAAP). These non-GAAP financial

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

attached to the

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

considered together with the Consolidated

Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental

information about the financial performance of our business, enable comparison

of financial results between periods where

certain items may vary independent of business performance and allow

for greater transparency with respect to key metrics

used by management in operating our business. These non-GAAP

financial measures are presented solely for informational

and comparative purposes and should not be regarded as a replacement for corresponding,

similarly captioned, GAAP

measures.

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Ann Marie Gothard

Vice President, Global Corporate Media Relations

annmarie.gothard@henryschein.com

(631) 390-8169

(TABLES TO FOLLOW)

-8-

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF INCOME

(in millions,

except share and per share data)

Three Months Ended

Years

Ended

December 31,

December 25,

December 31,

December 25,

2022

2021

2022

2021

(unaudited)

Net sales

3,371

3,331

12,647

12,401

Cost of sales

2,372

2,351

8,816

8,727

Gross profit

999

980

3,831

3,674

Operating expenses:

Selling, general and administrative

761

728

2,771

2,634

Depreciation and amortization

182

180

Restructuring and integration costs

121

131

Operating income

201

747

852

Other income (expense):

Interest income

Interest expense

(17)

(8)

(44)

(28)

Other, net

(1)

Income before taxes, equity in earnings of affiliates

and noncontrolling interests

194

721

831

Income taxes

(15)

(44)

(170)

(198)

Equity in earnings of affiliates

Gain on sale of equity investment

Net income

152

566

660

Less: Net income attributable to noncontrolling interests

(4)

(5)

(28)

(29)

Net income attributable to Henry Schein, Inc.

147

538

631

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.35

1.06

3.95

4.51

Diluted

0.34

1.05

3.91

4.45

Weighted-average common

shares outstanding:

Basic

134,249,915

138,406,086

136,064,221

140,090,889

Diluted

135,857,950

140,318,097

137,755,670

141,772,781

-9-

HENRY SCHEIN, INC.

CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

December 31,

December 25,

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

117

118

Accounts receivable, net of reserves of $65 and $67

1,442

1,452

Inventories, net

1,963

1,861

Prepaid expenses and other

466

413

Total current assets

3,988

3,844

Property and equipment, net

383

366

Operating lease right-of-use assets

284

325

Goodwill

2,893

2,854

Other intangibles, net

587

668

Investments and other

472

424

Total assets

8,607

8,481

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,004

1,054

Bank credit lines

103

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

314

385

Taxes

132

137

Other

592

593

Total current liabilities

2,224

2,307

Long-term debt

1,040

811

Deferred income taxes

Operating lease liabilities

275

268

Other liabilities

361

377

Total liabilities

3,936

3,805

Redeemable noncontrolling interests

576

613

Commitments and contingencies

Stockholders' equity:

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

none outstanding

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

131,792,817 outstanding on December 31, 2022 and

137,145,558 outstanding on December 25, 2021

Additional paid-in capital

Retained earnings

3,678

3,595

Accumulated other comprehensive loss

(233)

(171)

Total Henry Schein, Inc. stockholders' equity

3,446

3,425

Noncontrolling interests

649

638

Total stockholders' equity

4,095

4,063

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

8,607

8,481

-10-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)

Three Months Ended

Years Ended

December 31,

December 25,

December 31,

December 25,

2022

2021

2022

2021

(unaudited)

Cash flows from operating activities:

Net income

152

566

660

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

Depreciation and amortization

212

210

Impairment charge on intangible assets

Non-cash restructuring charges

Gain on sale of equity investment

(10)

Stock-based compensation expense

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

(8)

Benefit from deferred income taxes

(53)

(10)

(73)

(11)

Equity in earnings of affiliates

(3)

(2)

(15)

(20)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(2)

Other

(10)

(20)

(10)

Changes

in operating assets and liabilities, net of acquisitions:

Accounts receivable

(7)

Inventories

(117)

(87)

(126)

(295)

Other current assets

(52)

Accounts payable and accrued expenses

(96)

Net cash provided by operating activities

254

277

602

710

Cash flows from investing activities:

Purchases of fixed assets

(29)

(30)

(96)

(79)

Payments related to equity investments and business acquisitions,

net of cash acquired

(31)

(156)

(158)

(571)

Proceeds from sale of equity investment

Proceeds from (payments for) loan to affiliate

(4)

Other

(7)

(14)

(33)

Net cash used in investing activities

(65)

(198)

(276)

(677)

Cash flows from financing activities:

Net change in bank borrowings

(3)

(5)

(18)

Proceeds from issuance of long-term debt

105

270

305

Principal payments for long-term debt

(1)

(59)

(122)

Debt issuance costs

(1)

(3)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(285)

(150)

(485)

(401)

Payments for taxes related to shares withheld for employee taxes

(2)

(1)

(32)

(8)

Distributions to noncontrolling shareholders

(3)

(17)

(21)

(26)

Acquisitions of noncontrolling interests in subsidiaries

(5)

(10)

(38)

(60)

Net cash used in financing activities

(194)

(79)

(315)

(333)

Effect of exchange rate changes on cash and cash equivalents

(1)

(12)

(3)

Net change in cash and cash equivalents

(6)

(1)

(303)

Cash and cash equivalents, beginning of period

123

119

118

421

Cash and cash equivalents, end of period

117

118

117

118

-11-

Exhibit A - Fourth Quarter Sales

Henry Schein, Inc.

2022 Fourth Quarter

Sales Summary

(in millions)

(unaudited)

Q4 2022 over Q4 2021

Global

Q4 2022

Q4 2021

Total Sales

Growth

Foreign

Exchange

Impact

Local

Currency

Growth

Acquisition

Growth

Extra Week

Impact

Local

Internal

Growth

Dental Merchandise

1,471

1,510

-2.6%

-4.4%

1.8%

1.7%

3.8%

-3.7%

Dental Equipment

536

510

5.0%

-5.0%

10.0%

1.9%

7.4%

0.7%

Total Dental

2,007

2,020

-0.7%

-4.6%

3.9%

1.8%

4.7%

-2.6%

Medical

1,177

1,132

4.1%

-0.2%

4.3%

0.0%

5.6%

-1.3%

Total Health Care Distribution

3,184

3,152

1.0%

-3.0%

4.0%

1.1%

5.0%

-2.1%

Technology and value-added services

187

179

4.6%

-1.9%

6.5%

0.4%

2.7%

3.4%

Total Global

3,371

3,331

1.2%

-3.0%

4.2%

1.1%

4.9%

-1.8%

North America

Q4 2022

Q4 2021

Total Sales

Growth

Foreign

Exchange

Impact

Local

Currency

Growth

Acquisition

Growth

Extra Week

Impact

Local

Internal

Growth

Dental Merchandise

917

901

1.7%

-0.7%

2.4%

5.1%

-5.1%

Dental Equipment

351

316

10.8%

-0.9%

11.7%

3.0%

7.4%

1.3%

Total Dental

1,268

1,217

4.1%

-0.7%

4.8%

2.5%

5.7%

-3.4%

Medical

1,160

1,107

4.8%

0.0%

4.8%

0.0%

5.7%

-0.9%

Total Health Care Distribution

2,428

2,324

4.4%

-0.4%

4.8%

1.3%

5.7%

-2.2%

Technology and value-added services

164

156

5.2%

-0.1%

5.3%

0.4%

2.8%

2.1%

Total North America

2,592

2,480

4.5%

-0.3%

4.8%

1.2%

5.5%

-1.9%

International

Q4 2022

Q4 2021

Total Sales

Growth

Foreign

Exchange

Impact

Local

Currency

Growth

Acquisition

Growth

Extra Week

Impact

Local

Internal

Growth

Dental Merchandise

554

609

-9.0%

-10.1%

1.1%

0.8%

2.0%

-1.7%

Dental Equipment

185

194

-4.4%

-11.5%

7.1%

0.0%

7.5%

-0.4%

Total Dental

739

803

-7.9%

-10.4%

2.5%

0.6%

3.3%

-1.4%

Medical

-26.0%

-10.0%

-16.0%

0.0%

3.7%

-19.7%

Total Health Care Distribution

756

828

-8.4%

-10.4%

2.0%

0.6%

3.3%

-1.9%

Technology and value-added services

0.6%

-13.8%

14.4%

0.0%

2.2%

12.2%

Total International

779

851

-8.2%

-10.5%

2.3%

0.6%

3.2%

-1.5%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-12-

Exhibit A - Year

-to-Date Sales

Henry Schein, Inc.

Full Year

2022

Sales Summary

(in millions)

(unaudited)

Full Year

2022 over Full Year

2021

Global

Full Year 2022

Full Year 2021

Total Sales

Growth

Foreign

Exchange

Impact

Local

Currency

Growth

Acquisition

Growth

Extra Week

Impact

Local

Internal

Growth

Dental Merchandise

5,707

5,857

-2.6%

-3.5%

0.9%

1.3%

1.0%

-1.4%

Dental Equipment

1,766

1,687

4.7%

-4.6%

9.3%

0.6%

2.3%

6.4%

Total Dental

7,473

7,544

-0.9%

-3.7%

2.8%

1.2%

0.4%

Medical

4,451

4,210

5.7%

-0.3%

6.0%

2.4%

1.5%

2.1%

Total Health Care Distribution

11,924

11,754

1.4%

-2.5%

3.9%

1.6%

1.3%

1.0%

Technology and value-added services

723

647

11.8%

-1.5%

13.3%

5.4%

0.8%

7.1%

Total Global

12,647

12,401

2.0%

-2.4%

4.4%

1.8%

1.3%

North America

Full Year 2022

Full Year 2021

Total Sales

Growth

Foreign

Exchange

Impact

Local

Currency

Growth

Acquisition

Growth

Extra Week

Impact

Local

Internal

Growth

Dental Merchandise

3,527

3,515

0.3%

-0.3%

0.6%

1.8%

1.3%

-2.5%

Dental Equipment

1,101

991

11.1%

-0.5%

11.6%

1.1%

2.3%

8.2%

Total Dental

4,628

4,506

2.7%

-0.3%

3.0%

1.6%

1.5%

-0.1%

Medical

4,375

4,107

6.5%

0.0%

6.5%

2.4%

1.6%

2.5%

Total Health Care Distribution

9,003

8,613

4.5%

-0.2%

4.7%

2.0%

1.6%

1.1%

Technology and value-added services

633

560

13.0%

-0.1%

13.1%

6.3%

0.8%

6.0%

Total North America

9,636

9,173

5.0%

-0.2%

5.2%

2.3%

1.5%

1.4%

International

Full Year 2022

Full Year 2021

Total Sales

Growth

Foreign

Exchange

Impact

Local

Currency

Growth

Acquisition

Growth

Extra Week

Impact

Local

Internal

Growth

Dental Merchandise

2,180

2,342

-6.9%

-8.3%

1.4%

0.6%

0.2%

Dental Equipment

665

696

-4.5%

-10.6%

6.1%

0.1%

2.1%

3.9%

Total Dental

2,845

3,038

-6.3%

-8.8%

2.5%

0.5%

0.9%

1.1%

Medical

103

-25.5%

-8.8%

-16.7%

0.0%

0.9%

-17.6%

Total Health Care Distribution

2,921

3,141

-7.0%

-8.9%

1.9%

0.6%

0.8%

0.5%

Technology and value-added services

4.0%

-11.0%

15.0%

0.0%

0.6%

14.4%

Total International

3,011

3,228

-6.7%

-8.9%

2.2%

0.5%

0.8%

0.9%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-13-

Exhibit B

Henry Schein, Inc.

2022 Fourth Quarter and Full Year

Reconciliation of reported GAAP net income and diluted EPS attributable to Henry Schein, Inc.

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

(in millions, except per share data)

(unaudited)

Fourth Quarter

Full Year

2022

2021

Growth

2022

2021

Growth

Net income attributable to Henry Schein, Inc.

147

(68.2)

538

631

(14.8)

Diluted EPS attributable to Henry Schein, Inc.

0.34

1.05

(67.6)

3.91

4.45

(12.1)

Non-GAAP Adjustments

Restructuring and integration costs, net of tax (1)

103

Settlement and litigation costs, net of tax (2)

Gain on sale of equity investment (3)

(7)

Impairment of intangible assets, net of taxes (4)

Non-GAAP adjustments to net income

118

126

Non-GAAP adjustments to diluted EPS

0.87

0.02

0.91

0.06

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

before adjustment for amortization

165

151

9.3

663

640

3.6

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

before adjustment for amortization

1.21

1.07

13.1

4.81

4.51

6.7

Acquisition intangible amortization, net of tax (5)

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

184

171

7.6

741

716

3.5

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

1.35

1.22

10.7

5.38

5.05

6.5

Management believes that non-GAAP financial measures

provide investors with useful supplemental information

about the financial

performance of our business, enable comparison of financial results

between periods where certain items may

vary independent of

business performance and allow for greater transparency

with respect to key metrics used by management

in operating our business.

These non-GAAP financial measures are

presented solely for informational and comparative

purposes and should not be regarded

as a

replacement for corresponding,

similarly captioned, GAAP measures.

Net income growth rates are

based on actual values and may not

recalculate due to roundi

ng.

Amounts may not sum due to rounding.

-14-

(1)

Restructuring and Integration Costs

The following table presents details of our restructuring and integration

costs:

Fourth Quarter

Full Year

2022

2021

2022

2021

Restructuring and integration costs - pre-tax, as reported

121

131

Income tax benefit

(25)

(1)

(27)

(2)

Amount attributable to noncontrolling interests

(1)

Restructuring and integration costs, net

103

Q4 2022 and YTD 2022 restructuring and integration costs primarily consisted

of costs related to the disposal of an unprofitable

business; costs associated with the exit from various leased facilities and employee

termination costs.

(2)

Represents a YTD 2021 pre-tax charge of $16 million,

net of $1 million of noncontrolling interests, related to settlement and

litigation costs, net of a tax benefit of $4 million, resulting in a net after-tax

charge of $11 million.

(3)

In the third quarter of 2021 we received contingent proceeds of $10 million

from the 2019 sale of Hu-Friedy resulting in the

recognition

of an additional after-tax gain of $7 million.

(4)

Represents impairment charges recorded in Q4 2022 on

certain intangible assets.

(5)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

Fourth Quarter

Full Year

2022

2021

2022

2021

Acquisition intangible amortization - pre-tax, as reported

126

123

Income tax benefit

(8)

(32)

(31)

Amount attributable to noncontrolling interests

(4)

(16)

Acquisition intangible amortization, net