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):

May 5, 2025

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-27078

(Commission

File Number)

11-3136595

(IRS Employer

Identification No.)

135 Duryea Road

Melville

New York

(Address of principal executive offices)

11747

(Zip Code)

Registrant’s telephone number, including area code: (

631

)

843-5500

(Former name or former address, if changed since last

report.)

Check the appropriate box

below if the

Form 8-K filing is intended to simultaneously satisfy

the filing obligation of

the registrant under any

of the following

provisions:

☐

Written communications pursuant

to Rule 425

under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to

Rule 14a-12 under

the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to

Rule 14d-2(b) under

the Exchange Act

(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to

Rule 13e-4(c) under the

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

Securities registered pursuant to

Section 12(b) of the

Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

HSIC

The

Nasdaq

Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule

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

of this chapter).

Emerging growth company

☐

If an emerging growth company,

indicate by check mark if the registrant has

elected not to use the extended transition period

for complying with any new or revised

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

the Exchange Act.

☐

Item 2.02.

Results of Operations and Financial Condition.

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

the financial results for the three months

ended March 29, 2025.

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

99.1 and is incorporated herein by

reference.

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

99.1 are considered furnished to the

Securities and Exchange Commission and are not deemed filed for purposes

of Section 18 of the Securities Exchange

Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibit 99.1 – Press Release dated May 5, 2025.

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

Inline XBRL document)

SIGNATURE

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

registrant has duly caused this report to

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

HENRY SCHEIN, INC.

By:

/s/ Ronald N. South

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal

Financial and Accounting Officer)

May 5, 2025

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated May 5, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS

●

First-quarter 2025 GAAP diluted EPS of $0.88, growth of 22% compared to the first quarter of

2024

●

First-quarter 2025 non-GAAP diluted EPS of $1.15, growth of 4.5% compared to the first

quarter of 2024

●

Maintains guidance for 2025 non-GAAP diluted EPS of $4.80 to

$4.94, mid-single digit 2025 Adjusted

EBITDA growth,

and sales growth of 2% to 4%

●

Repurchased $161 million of common stock, or approximately 2.3 million shares

MELVILLE, N.Y.,

May 5, 2025 –

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

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

the first quarter ended March 29, 2025.

“We are pleased with our first quarter financial results as well as the momentum we are seeing heading into the

second quarter and remain confident in the fundamentals of our business,”

said Stanley M. Bergman, Chairman of the Board

and Chief Executive Officer of Henry Schein.

“We are advancing our BOLD+1 Strategic Plan, which has been refreshed for 2025 to 2027,

with our team focused

on growing the distribution business through increasing operational efficiency and enhancing

customer experience, growing

our dental and medical specialty businesses and corporate brand

products, and further developing our digital footprint and

digital solutions.

We remain committed to our long-term financial goal of high-single-digit to low-double-digit earnings

growth by continuing to successfully execute against this strategy,” Mr. Bergman added.

First Quarter 2025

Financial Results

●

Total

net sales

for the quarter were $3.2 billion:

●

Constant currency total net sales increased 1.4% compared with the first

quarter of 2024. Excluding the

impact of personal protective equipment (PPE) and COVID

test kits, constant currency sales growth was

2.0%.

●

As-reported total net sales decreased 0.1% due to a stronger U.S. dollar versus

the first quarter of last year.

●

Global Distribution and Value-Added Services sales

for the quarter increased 0.8% in constant currencies

compared with the first quarter of 2024, and increased 1.5% excluding

the impact of PPE and COVID test kits. As-

reported sales decreased 0.7%. The main components include:

●

Global Dental Distribution merchandise sales

for the quarter increased 0.4% in constant currencies

compared with the first quarter of 2024, and increased 0.9% excluding the

impact of PPE and COVID test

kits. Monthly sales growth accelerated throughout the quarter after a slow start

in January primarily as a

result of weather-related events in the U.S. As-reported sales decreased

2.1%.

-2-

●

Global Dental Distribution equipment sales

for the quarter decreased

2.4% in constant currencies

compared with the first quarter of 2024. Sales growth was impacted by a

deferral of sales from the fourth

quarter of 2023 to the first quarter of 2024,

resulting in a more difficult year-over-year comparison.

Adjusting for this, global dental equipment sales growth in constant currencies

was approximately flat to

prior year. As-reported sales decreased 4.5%.

●

Global Medical Distribution sales

for the quarter increased 3.0% in constant currencies compared with

the

first quarter of 2024, and increased 4.4%

excluding the impact of PPE and COVID test kits, reflecting

increased patient traffic to physician offices,

strong growth in our home solutions business and growth from

acquisitions. As-reported sales increased 2.9%.

●

Global Specialty Products sales

for the quarter increased 4.3% in constant currencies compared with

the first

quarter of 2024, reflecting continued growth in implant and biomaterial sales

and acquisition growth. As-reported

sales increased 2.0%.

●

Global Technology sales

for the quarter increased 3.4% in constant currencies compared with

the first quarter of

Strong sales growth in practice management systems, including Dentrix Ascend

and Dentally cloud-based

solutions, as well as in revenue cycle management products, was partially

offset by lower sales of certain legacy

products that are being sunset.

As-reported sales increased 2.9%.

First-quarter sales growth is detailed in Exhibit A

●

GAAP net income

for the quarter was $110 million, or $0.88 per diluted share

, and compares with first-quarter

2024 GAAP net income of $93 million, or $0.72 per diluted share.

●

Non-GAAP net income

for the quarter was $143 million, or $1.15

per diluted share

, and compares with first-

quarter 2024 non-GAAP net income of $143 million, or $1.10 per diluted

share.

●

Adjusted EBITDA

for the quarter was $259 million and compares

with first-quarter 2024

Adjusted EBITDA of

$255 million.

Restructuring Plan

During the first quarter of 2025, the Company recorded $25 million in

restructuring costs and expects to achieve

annual run-rate savings at the high end of its $75 million to $100 million goal

by the end of 2025.

Share Repurchases

During the first quarter of 2025, the Company repurchased approximately

2.3 million shares of its common stock at

an average price of $71.58 per share,

for a total of $161 million. The impact of these share repurchases on

first-quarter

diluted EPS was immaterial.

At the end of the quarter,

Henry Schein had $718 million authorized and available for future stock

repurchases.

2025 Financial Guidance

-3-

Henry Schein today maintained its financial guidance for 2025. Guidance

is for current continuing operations as well

as acquisitions that have closed and does not include the impact of restructuring

and integration expenses, amortization

expense of acquired intangible assets, the insurance claim recovery associated with

the cybersecurity incident and costs

associated with shareholder advisory matters.

This guidance also assumes that foreign currency exchange rates

remain

generally consistent with current levels and that additional tariffs will not be introduced.

●

2025 non-GAAP diluted EPS attributable to Henry Schein, Inc. is

unchanged and is expected to be $4.80 to $4.94,

reflecting growth of 1% to 4% compared with 2024 non-GAAP

diluted EPS of $4.74.

●

2025 total sales growth is unchanged and is expected to be approximately

2% to 4% over 2024.

●

2025 Adjusted EBITDA

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

Adjustments to 2025 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2025 diluted EPS on a non-GAAP

basis and for 2025 Adjusted EBITDA, as

noted above. The Company is not providing a reconciliation of its 2025 non-GAAP

diluted EPS guidance to its projected

2025 diluted EPS prepared on a GAAP basis, or its 2025

Adjusted EBITDA guidance to net income prepared on a GAAP

basis. This is because the Company is unable to provide without

unreasonable effort an estimate of restructuring costs related

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

effect, which will be included in the

Company’s 2025 diluted EPS and net income,

prepared on a GAAP basis. The inability to provide this reconciliation

is due

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

financial impact and timing of related

costs.

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

For

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

of the unavailable information, which could be

material to future results.

First-Quarter 2025 Conference Call Webcast

The Company will hold a conference call to discuss first-quarter 2025 financial

results today, beginning at 8:00 a.m.

Eastern time. Individual investors are invited to listen to the

conference call through Henry Schein’s website by visiting

https://investor.henryschein.com/webcasts. In addition, a replay will be available beginning shortly after the call has

ended

for a period of one week.

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

2025

financial results on its website at

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

About Henry Schein, Inc.

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

professionals powered by a network of

people and technology. With approximately 25,000 Team

Schein Members worldwide, the Company's network of trusted

advisors provides more than 1 million customers globally with more

than 300 valued solutions that help improve operational

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

-4-

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

effectively. These solutions also support

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

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

in our main distribution centers.

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

N.Y.,

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

$12.7 billion in 2024, and

have grown at a compound annual rate of approximately 11.2 percent since Henry Schein became a public

company in 1995.

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

Instagram.com/HenrySchein,

and @HenrySchein on X.

Cautionary Note Regarding Forward-Looking Statements and Use

of Non-GAAP Financial Information

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

Reform Act of 1995, we provide the following

cautionary remarks regarding important factors that, among others,

could cause future results to differ materially from the forward-

looking statements, expectations and assumptions expressed or implied herein.

All forward-looking statements made by us are subject to

risks and uncertainties and are not guarantees of future performance.

These forward-looking statements involve known and unknown

risks, uncertainties and other factors that may cause our actual results, performance

and achievements or industry results to be materially

different from any future results, performance

or achievements expressed or implied by such forward-looking

statements.

These statements include total sales growth, EPS and Adjusted EBITDA guidance

and are generally identified by the use of such

terms as “may,” “could,”

“expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,”

“to be,” “to make” or other

comparable terms. A fuller discussion of our operations, financial condition

and status of litigation matters, including factors that may

affect our business and future prospects, is contained

in documents we have filed with the United States Securities and Exchange

Commission, or SEC, including our Annual Report on Form 10-K,

and will be contained in all subsequent periodic filings we make with

the SEC. These documents identify in detail important risk factors that could

cause our actual performance to differ materially from

current expectations.

Risk factors and uncertainties that could cause actual results to differ

materially from current and historical results include, but

are not limited to: our dependence on third parties for the manufacture and

supply of our products and where we manufacture products,

our dependence on third parties for raw materials or purchased components;

risks relating to the achievement of our strategic growth

objectives; risks related to the Strategic Partnership Agreement with KKR Hawaii

Aggregator L.P.

entered into in January 2025; our

ability to develop or acquire and maintain and protect new products (particularly

technology products) and services and utilize new

technologies that achieve market acceptance with acceptable margins;

transitional challenges associated with acquisitions, dispositions

and joint ventures, including the failure to achieve anticipated synergies/benefits,

as well as significant demands on our operations,

information systems, legal, regulatory,

compliance, financial and human resources functions in connection with

acquisitions, dispositions

and joint ventures; certain provisions in our governing documents that may

discourage third-party acquisitions of us; adverse changes in

supplier rebates or other purchasing incentives; risks related to the sale of corporate

brand products; 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; 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, 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, ongoing wars, fluctuations in energy pricing

and the value of the U.S. dollar as compared to foreign currencies,

changes to other economic indicators and international trade agreements;

the threat or outbreak of war, 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, including the current

imposition of additional new tariffs by the U.S. on numerous countries,

retaliatory tariffs and potential for additional retaliatory

tariffs;

greater restrictions on imports and exports; supply chain disruption;

geopolitical wars; 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

-5-

other claims; risks associated with customs policies or legislative import

restrictions; risks associated with disease outbreaks, epidemics,

pandemics (such as the COVID-19 pandemic), or similar wide-spread public

health concerns and other natural or man-made disasters;

risks associated with our global operations; litigation risks; new or unanticipated

litigation developments and the status of litigation

matters; our dependence on our senior management, employee hiring

and retention, increases in labor costs or health care costs, and our

relationships with customers, suppliers and manufacturers; and disruptions

in financial markets. The order in which these factors appear

should not be construed to indicate their relative importance or priority.

We caution that

these factors may not be exhaustive and that many of these factors are beyond our

ability to control or predict.

Accordingly, any forward-looking

statements contained herein should not be relied upon as a prediction of actual

results. We undertake

no duty and have no obligation to update forward-looking statements except

as required by law.

Included within the press release are non-GAAP financial measures that supplement

the Company’s Consolidated Statements of

Income prepared under generally accepted accounting principles (GAAP).

These non-GAAP financial measures adjust the Company’s

actual results prepared under GAAP to exclude certain items. In the schedule

attached to the press release, the non-GAAP measures have

been reconciled to and should be considered together with the Consolidated

Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental information

about the financial performance of our business, enable

comparison of financial results between periods where certain items may vary independent

of business performance and allow for greater

transparency with respect to key metrics used by management in operating

our business. The impact of certain items that are excluded

include integration and restructuring costs, and amortization of acquisition

-related assets, because the amount and timing of such charges

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

we consummate and occur on an unpredictable basis.

These non-GAAP financial measures are presented solely for informational

and comparative purposes and should not be regarded as a

replacement for corresponding, similarly captioned, GAAP measures.

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

from total net sales using constant foreign

currency exchange rates and excludes sales from acquisitions.

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

EPS to non-GAAP net income and diluted EPS.

See Exhibit C for a reconciliation of GAAP net income to Adjusted EBITDA.

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

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Tim Vassilakos

Executive Director, Global Corporate Communications

timothy.vassilakos@henryschein.com

(516)-510-0926

(TABLES TO FOLLOW)

-6-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

March 29,

March 30,

2025

2024

Net sales

3,168

3,172

Cost of sales

2,168

2,160

Gross profit

1,000

1,012

Operating expenses:

Selling, general and administrative

738

791

Depreciation and amortization

Restructuring costs

Operating income

175

150

Other income (expense):

Interest income

Interest expense

(35)

(30)

Other, net

(1)

Income before taxes, equity in earnings of affiliates and noncontrolling interests

145

127

Income taxes

(35)

(32)

Equity in earnings of affiliates, net of tax

Net income

113

Less: Net income attributable to noncontrolling interests

(3)

(5)

Net income attributable to Henry Schein, Inc.

110

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.89

0.72

Diluted

0.88

0.72

Weighted-average common

shares outstanding:

Basic

123,776,073

128,720,661

Diluted

124,848,221

129,769,580

-7-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

March 29,

December 28,

2025

2024

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

127

122

Accounts receivable, net of allowance for credit losses of $81 and $78

1,578

1,482

Inventories, net

1,842

1,810

Prepaid expenses and other

490

569

Total current assets

4,037

3,983

Property and equipment, net

556

531

Operating lease right-of-use assets

294

293

Goodwill

3,956

3,887

Other intangibles, net

1,028

1,023

Investments and other

609

501

Total assets

10,480

10,218

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

908

962

Bank credit lines

867

650

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

243

303

Taxes

160

139

Other

606

618

Total current liabilities

2,917

2,803

Long-term debt

1,968

1,830

Deferred income taxes

135

102

Operating lease liabilities

256

259

Other liabilities

485

387

Total liabilities

5,761

5,381

Redeemable noncontrolling interests

765

806

Commitments and contingencies

Stockholders' equity:

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

none outstanding

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

122,243,683 outstanding on March 29, 2025 and

124,155,884 outstanding on December 28, 2024

Additional paid-in capital

Retained earnings

3,626

3,771

Accumulated other comprehensive loss

(317)

(379)

Total Henry Schein, Inc. stockholders' equity

3,310

3,393

Noncontrolling interests

644

638

Total stockholders' equity

3,954

4,031

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

10,480

10,218

-8-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

March 29,

March 30,

2025

2024

Cash flows from operating activities:

Net income

113

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

Depreciation and amortization

Impairment charge on intangible assets

Non-cash restructuring charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Provision for (benefit from) deferred income taxes

(7)

Equity in earnings of affiliates

(3)

Distributions from equity affiliates

Changes in unrecognized tax benefits

Other

(27)

(6)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(74)

190

Inventories

(14)

Other current assets

Accounts payable and accrued expenses

(112)

(290)

Net cash provided by operating activities

197

Cash flows from investing activities:

Purchases of property and equipment

(31)

(41)

Payments related to equity investments and business acquisitions,

net of cash acquired

(51)

(20)

Proceeds from loan to affiliate

Capitalized software costs

(12)

(9)

Other

(5)

(3)

Net cash used in investing activities

(99)

(72)

Cash flows from financing activities:

Net change in bank credit lines

215

Proceeds from issuance of long-term debt

150

Principal payments for long-term debt

(15)

(60)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(161)

(75)

Payments for taxes related to shares withheld for employee taxes

(12)

(7)

Distributions to noncontrolling shareholders

(4)

(6)

Payments for contingent consideration

(12)

Acquisitions of noncontrolling interests in subsidiaries

(73)

(94)

Net cash provided by (used in) financing activities

(151)

Effect of exchange rate changes on cash and cash equivalents

(22)

Net change in cash and cash equivalents

(12)

Cash and cash equivalents, beginning of period

122

171

Cash and cash equivalents, end of period

127

159

-9-

Exhibit A - First Quarter Sales

Henry Schein, Inc.

2025 First Quarter

Sales Summary

(in millions)

(unaudited)

Q1 2025 over Q1 2024

Constant Currency Growth

Q1 2025

Q1 2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

591

592

-0.2%

0.0%

-0.2%

0.0%

-0.2%

Equipment

187

205

-8.9%

0.0%

-8.9%

0.0%

-8.9%

Value-Added Services

-15.7%

2.3%

-13.4%

0.0%

-13.4%

Total Dental

823

849

-3.3%

0.2%

-3.1%

0.0%

-3.1%

Medical

1,030

998

2.0%

1.2%

3.2%

0.0%

3.2%

Total U.S. Distribution and Value-Added Services

1,853

1,847

-0.4%

0.7%

0.3%

0.0%

0.3%

International Distribution and Value-Added Services

Merchandise

594

618

0.2%

0.9%

1.1%

-5.0%

-3.9%

Equipment

197

2.9%

1.4%

4.3%

-4.2%

0.1%

Value-Added Services

1.3%

69.8%

71.1%

-12.4%

58.7%

Total Dental

798

819

0.8%

1.4%

2.2%

-4.8%

-2.6%

Medical

-4.1%

0.0%

-4.1%

-3.5%

-7.6%

Total International Distribution and Value-Added Services

823

846

0.7%

1.3%

2.0%

-4.8%

-2.8%

Global Distribution and Value-Added Services

Global Merchandise

1,185

1,210

0.0%

0.4%

-2.5%

-2.1%

Global Equipment

384

402

-3.2%

0.8%

-2.4%

-2.1%

-4.5%

Global Value-Added Services

-14.4%

7.2%

-7.2%

-0.9%

-8.1%

Global Dental

1,621

1,668

-1.3%

0.8%

-0.5%

-2.4%

-2.9%

Global Medical

1,055

1,025

1.8%

1.2%

3.0%

-0.1%

2.9%

Total Global Distribution and Value-Added Services

2,676

2,693

-0.1%

0.9%

0.8%

-1.5%

-0.7%

Global Specialty Products

367

360

0.3%

4.0%

4.3%

-2.3%

2.0%

Global Technology

162

157

3.4%

0.0%

3.4%

-0.5%

2.9%

Eliminations

(37)

(38)

n/a

Total Global

3,168

3,172

0.2%

1.2%

1.4%

-1.5%

-0.1%

Note: Prior period amounts have been reclassified to conform

to the current period presentation.

-10-

Exhibit B

Henry Schein, Inc.

2025 First Quarter

Reconciliation of reported GAAP net income and diluted EPS attributable to

Henry Schein, Inc.

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

Inc.

(in millions, except per share data)

(unaudited)

First Quarter

2025

2024

Growth

Net income attributable to Henry Schein, Inc.

110

17.7

Diluted EPS attributable to Henry Schein, Inc.

0.88

0.72

22.2

Non-GAAP Adjustments, net of tax and attribution to noncontrolling

interests

Restructuring costs (1)

Acquisition intangible amortization (2)

Cyber incident-insurance proceeds, net of third-party advisory expenses (3)

(15)

Change in contingent consideration (4)

(2)

Costs associated with shareholder advisory matters (5)

Non-GAAP adjustments to net income

Non-GAAP adjustments to diluted EPS

0.27

0.38

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

143

0.5

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

1.15

1.10

4.5

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 rounding.

Amounts may not sum due to rounding.

(1)

Restructuring Costs

The following table presents details of our restructuring costs:

First Quarter

2025

2024

Restructuring costs - pre-tax, as reported

Income tax benefit

(7)

(3)

Amount attributable to noncontrolling interests

(1)

Restructuring costs, net

-11-

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

First Quarter

2025

2024

Acquisition intangible amortization - pre-tax, as reported

Income tax benefit

(10)

(11)

Amount attributable to noncontrolling interests

(6)

(7)

Acquisition intangible amortization, net

(3)

Represents cyber insurance proceeds, net of one time professional and

other fees related to remediation of our Q4

2023 cyber incident.

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

net of taxes)

under this policy representing the remaining insurance recovery

of losses related to the cyber incident.

(4)

Represents a change in the fair value of contingent consideration of $2 million ($2

million, net of taxes) and $15

million ($11 million, net of taxes) recorded

during Q1 2025 and Q1 2024, respectively,

related to our acquisitions.

(5)

Represents costs associated with shareholder advisory matters of $8

million ($6 million, net of taxes) recorded during

Q1 2025.

-12-

Exhibit C

Henry Schein, Inc.

2025 First Quarter

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

First Quarter

2025

2024

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

110

Income attributable to noncontrolling interests

Net income (GAAP)

113

Definitional adjustments:

Interest income

(6)

(5)

Interest expense

Income taxes

Depreciation and amortization

Non-GAAP adjustments:

Restructuring costs

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

expenses

(20)

Impairment of intangible assets

Change in contingent consideration

(2)

Costs associated with shareholder advisory matters

Other adjustments:

Equity in earnings of affiliates, net of tax

(3)

Adjusted EBITDA (non-GAAP)

259

255

Adjusted EBITDA is a non-GAAP measure that we calculate

in the manner reflected on Exhibit C. We define Adjusted

EBITDA as net income, excluding (i) net income attributable

to noncontrolling interests, (ii) interest income and

expense, (iii)

income taxes, (iv) depreciation and amortization, (v) restructuring

costs, (vi) cyber incident-insurance proceeds, net

of third-

party advisory expenses, (vii) impairment of intangible

assets, (viii) change in contingent consideration, (ix) costs

associated

with shareholder advisory matters, and (x) equity in earnings of affiliates,

net of tax.

Amounts may not sum due to rounding.