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):

November 13, 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 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 November 13, 2023, Henry Schein, Inc. issued a press

release reporting the financial results for the three and

nine months, ended September 30, 2023.

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

99.1 and is

incorporated herein by reference.

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

99.1 are considered furnished to the

Securities and Exchange Commission and are not deemed filed for purposes

of Section 18 of the Securities Exchange

Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibit 99.1 – Press Release dated November 13, 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)

November 13, 2023

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated November 13, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS THIRD-QUARTER 2023 FINANCIAL RESULTS AND UPDATES

FULL-YEAR GUIDANCE

●

GAAP diluted EPS of $1.05 and non-GAAP diluted EPS of $1.32,

reflecting stable net total sales growth of

3.1%

●

2023 non-GAAP diluted EPS guidance of $4.43 to $4.71 updated

to reflect:

●

a narrowing of previous guidance to $5.18 to $5.26 from $5.18 to $5.35 due to softening

macroeconomic conditions,

and

●

an estimated $0.55 to $0.75 business interruption impact from the recent cybersecurity

incident, which

excludes any future insurance claim recovery

MELVILLE, N.Y.,

November 13, 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 third quarter ended

September 30, 2023.

“

are reporting solid financial results for the third quarter.

The Company achieved good total sales growth and

non-GAAP diluted EPS growth despite continued lower sales of PPE products

and COVID-19 test kits. Profitability

benefitted from our technology, value-added services,

and dental specialty products as we continue towards our goal of

achieving 40% of operating income from sales of high-growth, high-margin products,” said Stanley

M. Bergman, Chairman

of the Board and Chief Executive Officer of Henry Schein.

“Regarding our recently reported cybersecurity incident, our distribution businesses

are now operational and we are

initiating the reactivation of our ecommerce platform early this week.

We have also made significant progress resuming the

high levels of service our customers have come to expect from us,”

Mr. Bergman said.

“We are more than halfway through our three-year BOLD+1 Strategic Plan,” Mr. Bergman continued.

“Despite

current macroeconomic conditions and the cybersecurity incident, we have

confidence in the stability of the dental and

medical markets and remain committed to our strategic priorities and

long-term financial model, which includes high single-

digit to low double-digit operating income growth.”

Third-Quarter Financial Results

●

Total

net sales

for the quarter were $3.2 billion, an increase of 3.1% compared with

the third quarter of 2022. This

increase included a 1.2% decrease in local currencies excluding acquisitions,

reflecting some market softening in the

second half of the quarter as well as lower sales of PPE products and COVID-19

test kits. Growth from acquisitions

-2-

was 3.2%

and there was a 1.1% increase in net sales related to foreign currency

exchange

Sales of PPE products

and COVID-19 test kits in the quarter were $175 million,

a decrease of $69 million versus the prior-year period.

When excluding sales of PPE products and COVID-19 test kits, third-quarter

internal sales growth in local currencies

was 1.1% compared with the prior year period.

●

GAAP net income

for the quarter was $137

million, or $1.05 per diluted share, compared with third-quarter 2022

GAAP net income of $150 million, or $1.09 per diluted share.

●

Non-GAAP net income

for the quarter was $173 million, or $1.32

per diluted share, compared with third-quarter

2022 non-GAAP net income of $177 million, or $1.29 per diluted share

, and excludes restructuring expenses of

$11 million, or $0.06 per diluted share, and amortization expense of acquired intangible assets of

$44 million, or

$0.21 per diluted share.

●

Global Dental sales

were $1.9 billion

for the quarter, an increase of 5.4%

compared with the prior-year period,

with

strong sales growth in consumable merchandise driven by acquisitions.

Internally generated sales decreased 0.2% in

local currencies and reflect a 0.9% decrease in North America and 0.9%

growth internationally,

and increased 0.3%

in local currencies when excluding sales of PPE products.

●

Global Dental consumable merchandise internal sales increased

by 0.3% in local currencies. Excluding

sales of PPE products, internal sales growth was 1.1% in local currencies.

●

Global Dental equipment internal sales decreased

by 2.0% in local currencies,

with continued growth in

traditional equipment sales offset by a decrease in digital equipment sales despite higher unit

sales.

●

Global Medical sales were $1.1 billion

for the quarter, a decrease of 3.1% compared with the prior-year period.

Internally generated sales decreased 4.6% in local currencies

. Internal sales increased 0.8%

in local currencies when

excluding sales of PPE products and COVID-19 test kits and continued

to be impacted by a difficult prior-year

comparison of 9.3% sales growth, and a product mix shift to generic pharmaceuticals

and corporate brand products.

●

Global Technology and Value

-Added Services sales

were $210 million

for the quarter, an increase of 18.8%

compared with the prior-year period,

driven by the strength of Henry Schein One and by acquisitions. This

included

9.6% internal sales growth in local currencies and 8.6% growth from acquisitions

including Large Practice Sales

LLC. Henry Schein One achieved strong growth across its practice

management software products, with particular

strength in its cloud-based solutions, Dentrix Ascend and Dentally.

Year

-to-Date Financial Results

●

Total

net sales

for the first nine months of 2023

were $9.3 billion, an increase of 0.5% compared with the first nine

months of 2022. This increase included a 1.7% decrease in local

currencies excluding acquisitions,

2.5% growth

See Exhibit A for details of sales growth.

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 details of acquisition expense and acquisition-related

adjustments

included in GAAP and non-GAAP

net income.

Reference to diluted EPS refers to diluted EPS attributable to Henry

Schein, Inc.

-3-

from acquisitions and a 0.3%

decrease related to foreign currency exchange.

Internal sales growth for the first nine

months of 2023 in local currencies excluding sales of PPE products

and COVID-19 test kits was 3.5% compared

with the prior year.

●

GAAP net income

for the first nine months of 2023 was $398 million, or $3.02 per diluted share,

compared with

$491 million, or $3.55 per diluted share, for the first nine months

of 2022.

●

Non-GAAP net income

for the first nine months of 2023 was $507 million, or $3.84 per

diluted share,

compared

with $557 million, or $4.03 per diluted share, for the first nine months

of 2022

2,4

Capital Deployment

To accelerate the implementation of its 2022-2024 BOLD+1 Strategic Plan, the Company invested $417 million in

business acquisitions during the third quarter of 2023 and $668 million year

to date, and has committed over $1 billion in

capital to announced acquisitions year to date.

During the third quarter of 2023 the Company repurchased approximately

660,000 shares of its common stock at an

average price of $75.79 per share, for a total of $50 million. The

impact of the repurchase of shares on third-quarter diluted

EPS was immaterial. At quarter-end, Henry Schein had approximately $315

million authorized and available for future stock

repurchases.

Update on Previously Reported Cybersecurity Incident

As disclosed in the Company’s Current Report on Form 8-K filed on October 16, 2023, Henry Schein discovered

cybersecurity incident on October 14, 2023 that primarily affected its dental and medical distribution

businesses. The

Company has contained the incident, restored most of the business-critical

systems it proactively took offline in response to

the situation,

and is making significant progress towards resuming normal-course

operations.

On November 2, 2023, the Company filed a Form 12b-25 with the SEC and

expects to file its Quarterly Report on

Form 10-Q for the fiscal quarter ended September 30, 2023 before the end

of November 2023.

The Company also expects to file an insurance claim in 2024 related to

this incident.

We expect the claim will be

covered under its cyber insurance policy, although final resolution is subject to insurer approval. This policy has a $60

million after-tax claim limit after a $5 million retention, and any recovery from the claim

will likely not be recognized until

late 2024.

2023 Financial Guidance

Henry Schein updates guidance for full-year 2023,

and now expects non-GAAP diluted EPS of $4.43 to $4.71.

This

reflects:

●

a narrowing of the previous guidance range for the underlying business

to $5.18 to $5.26 from its previous guidance

of $5.18 to $5.35,

reflecting softening macroeconomic conditions, and

●

an estimated $0.55 to $0.75 per share business interruption impact of

the recent cybersecurity incident,

which

excludes any future insurance claim recovery, and does not include certain expenses directly associated with the

-4-

cybersecurity incident

Full-year 2023 sales are now expected to be approximately 1% to 3% lower

than full-year 2022 sales, which is an

update from prior guidance of 1% to 3% sales growth. This change

in guidance is primarily due to the recent cybersecurity

incident.

Guidance is for current continuing operations as well as announced

acquisitions and does not include the impact of

future share repurchases, potential future acquisitions, restructuring

and integration expenses,

amortization expense of

acquired intangible assets, and certain expenses directly associated with the cybersecurity

incident. This guidance also

assumes that foreign currency exchange rates remain generally consistent with

current levels and that end markets remain

consistent with current market conditions.

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 its 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 and certain expenses

directly associated with the

cybersecurity incident, 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

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.

Third-Quarter 2023 Conference Call Webcast

The Company will hold a conference call to discuss third-quarter 2023

financial results today, beginning at 10:00

a.m. Eastern time. Individual investors are invited to listen to the conference

call through Henry Schein’s website by visiting

https://investor.henryschein.com/webcasts or by clicking on the following link https://edge.media-

server.com/mmc/p/d7k34xo5/.

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 third-quarter

2023 financial results on its website

at https://investor.henryschein.com/investor-presentations.

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 24,000 Team

Schein Members worldwide, the Company's network of trusted

-5-

advisors provides more than 1 million customers globally with more

than 300 valued solutions that help improve operational

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

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

effectively. These solutions also support

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

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

in our distribution centers.

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

N.Y.,

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

$12.6 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

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 impact of the cybersecurity incident on our

business and results of operations, including the

accuracy of our estimates of the impact, the timing and extent of any

insurance claim recovery, and the timing of the

Company’s filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2023, the overall

impact of the

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

(i) our ability to have continued access to a variety of

COVID-19 test types, and COVID-19 vaccines and ancillary supplies,

and (ii) expectations regarding COVID-19 test sales,

demand and inventory levels.

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

-6-

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.

Included within the press release are non-GAAP financial measures

that supplement the Company’s Consolidated

Statements of Income prepared under generally accepted accounting

principles (GAAP). These non-GAAP financial

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

attached to the

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

considered together with the Consolidated

Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental

information about the financial performance of our business, enable comparison

of financial results between periods where

certain items may vary independent of business performance and allow for greater

transparency with respect to key metrics

used by management in operating our business. The impact of certain items

that are excluded include integration and

restructuring costs, and amortization of acquisition-related assets,

because the amount and timing of such charges are

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

acquisitions we consummate and occur on an

unpredictable basis. These non-GAAP financial measures are presented

solely for informational and comparative purposes

and should not be regarded as a replacement for corresponding, similarly

captioned, GAAP measures.

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Ann Marie Gothard

Vice President, Global Corporate Media Relations

annmarie.gothard@henryschein.com

(631) 390-8169

(TABLES TO FOLLOW)

-7-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 24,

September 30,

September 24,

2023

2022

2023

2022

Net sales

3,162

3,067

9,322

9,276

Cost of sales

2,167

2,153

6,386

6,444

Gross profit

995

914

2,936

2,832

Operating expenses:

Selling, general and administrative

725

648

2,149

2,010

Depreciation and amortization

152

137

Restructuring and integration costs

Operating income

200

211

576

675

Other income (expense):

Interest income

Interest expense

(25)

(8)

(58)

(23)

Other, net

(2)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

179

205

528

658

Income taxes

(39)

(46)

(119)

(155)

Equity in earnings of affiliates

Net income

143

162

419

515

Less: Net income attributable to noncontrolling interests

(6)

(12)

(21)

(24)

Net income attributable to Henry Schein, Inc.

137

150

398

491

Earnings per share attributable to Henry Schein, Inc.:

Basic

1.06

1.10

3.04

3.59

Diluted

1.05

1.09

3.02

3.55

Weighted-average common

shares outstanding:

Basic

130,388,353

135,608,678

130,888,717

136,731,413

Diluted

131,442,135

137,084,049

132,149,172

138,488,254

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

-8-

Exhibit A - Third Quarter Sales

Henry Schein, Inc.

2023 Third Quarter

Sales Summary

(in millions)

(unaudited)

Q3 2023 over Q3 2022

Local Currency Growth

Global

Q3 2023

Q3 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,465

1,371

0.3%

4.8%

5.1%

1.8%

6.9%

Dental Equipment

417

414

-2.0%

0.9%

-1.1%

1.7%

0.6%

Total Dental

1,882

1,785

-0.2%

3.8%

3.6%

1.8%

5.4%

Medical

1,070

1,106

-4.6%

1.4%

-3.2%

0.1%

-3.1%

Total Health Care Distribution

2,952

2,891

-1.9%

2.9%

1.0%

1.1%

2.1%

Technology and Value

-Added Services

210

176

9.6%

8.6%

18.2%

0.6%

18.8%

Total Global

3,162

3,067

-1.2%

3.2%

2.0%

1.1%

3.1%

Local Currency Growth

North America

Q3 2023

Q3 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

866

-1.2%

1.4%

0.2%

-0.3%

-0.1%

Dental Equipment

268

265

0.2%

1.4%

1.6%

-0.4%

1.2%

Total Dental

1,134

1,131

-0.9%

1.4%

0.5%

-0.3%

0.2%

Medical

1,044

1,088

-4.5%

0.4%

-4.1%

0.0%

-4.1%

Total Health Care Distribution

2,178

2,219

-2.7%

0.9%

-1.8%

-0.1%

-1.9%

Technology and Value

-Added Services

185

155

9.2%

9.8%

19.0%

0.0%

19.0%

Total North America

2,363

2,374

-1.9%

1.5%

-0.4%

-0.1%

-0.5%

Local Currency Growth

International

Q3 2023

Q3 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

599

505

2.9%

10.6%

13.5%

5.3%

18.8%

Dental Equipment

149

-5.9%

0.0%

-5.9%

5.5%

-0.4%

Total Dental

748

654

0.9%

8.1%

9.0%

5.4%

14.4%

Medical

-9.2%

63.0%

53.8%

3.3%

57.1%

Total Health Care Distribution

774

672

0.6%

9.6%

10.2%

5.3%

15.5%

Technology and Value

-Added Services

11.9%

0.0%

11.9%

5.8%

17.7%

Total International

799

693

1.0%

9.2%

10.2%

5.4%

15.6%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-9-

Exhibit A - Year

-to-Date Sales

Henry Schein, Inc.

2023 Third Quarter Year

-to-Date

Sales Summary

(in millions)

(unaudited)

Q3 2023 Year

-to-Date over Q3 2022 Year

-to-Date

Local Currency Growth

Global

Q3 2023

Q3 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

4,466

4,241

1.7%

4.0%

5.7%

-0.4%

5.3%

Dental Equipment

1,271

1,225

2.7%

1.5%

4.2%

-0.4%

3.8%

Total Dental

5,737

5,466

1.9%

3.5%

5.4%

-0.4%

5.0%

Medical

2,991

3,274

-9.3%

0.7%

-8.6%

0.0%

-8.6%

Total Health Care Distribution

8,728

8,740

-2.3%

2.4%

0.1%

-0.2%

-0.1%

Technology and Value

-Added Services

594

536

7.2%

3.8%

11.0%

-0.3%

10.7%

Total Global

9,322

9,276

-1.7%

2.5%

0.8%

-0.3%

0.5%

Local Currency Growth

North America

Q3 2023

Q3 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

2,659

2,615

0.0%

2.1%

-0.4%

1.7%

Dental Equipment

788

745

4.1%

2.4%

6.5%

-0.7%

5.8%

Total Dental

3,447

3,360

0.9%

2.2%

3.1%

-0.5%

2.6%

Medical

2,920

3,215

-9.3%

0.1%

-9.2%

0.0%

-9.2%

Total Health Care Distribution

6,367

6,575

-4.1%

1.2%

-2.9%

-0.3%

-3.2%

Technology and Value

-Added Services

519

469

6.4%

4.4%

10.8%

-0.1%

10.7%

Total North America

6,886

7,044

-3.4%

1.4%

-2.0%

-0.3%

-2.3%

Local Currency Growth

International

Q3 2023

Q3 2022

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,807

1,626

4.4%

7.1%

11.5%

-0.4%

11.1%

Dental Equipment

483

480

0.7%

0.0%

0.7%

0.0%

0.7%

Total Dental

2,290

2,106

3.5%

5.5%

9.0%

-0.2%

8.8%

Medical

-6.8%

31.7%

24.9%

-1.5%

23.4%

Total Health Care Distribution

2,361

2,165

3.2%

6.3%

9.5%

-0.4%

9.1%

Technology and Value

-Added Services

12.7%

0.0%

12.7%

-1.6%

11.1%

Total International

2,436

2,232

3.5%

6.1%

9.6%

-0.4%

9.2%

Note: Certain prior period amounts have been reclassified to

conform to the current period presentation.

-10-

Exhibit B

Henry Schein, Inc.

2023 Third 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)

Third Quarter

Year

-to-Date

2023

2022

Growth

2023

2022

Growth

Net income attributable to Henry Schein, Inc.

137

150

(8.0)

398

491

(18.9)

Diluted EPS attributable to Henry Schein, Inc.

1.05

1.09

(3.7)

3.02

3.55

(14.9)

Non-GAAP Adjustments

Restructuring and integration costs, net of tax

(1)

Acquisition intangible amortization, net of tax (2)

Non-GAAP adjustments to net income

108

Non-GAAP adjustments to diluted EPS

0.27

0.20

0.82

0.48

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

173

177

(2.1)

507

557

(9.1)

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

1.32

1.29

2.3

3.84

4.03

(4.7)

Management believes that non-GAAP financial measures

provide investors with useful supplemental information

about the financial

performance of our business, enable comparison of financial results

between periods where certain items may

vary independent of

business performance and allow for greater transparency

with respect to key metrics used by management

in operating our business.

These non-GAAP financial measures are

presented solely for informational and comparative

purposes and should not be regarded

as a

replacement for corresponding,

similarly captioned, GAAP measures.

Net income growth rates are

based on actual values and may not

recalculate due to rounding.

Amounts may not sum due to rounding.

(1)

Restructuring and Integration Costs

The following table presents details of our restructuring and integration

costs:

Third Quarter

Year

-to-Date

2023

2022

2023

2022

Restructuring and integration costs - pre-tax, as reported

Income tax benefit

(3)

(15)

(3)

Amount attributable to noncontrolling interests

(2)

Restructuring and integration costs, net

Q3 2023 restructuring costs primarily consisted of employee severance

and costs related to the exit of facilities.

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

Third Quarter

Year

-to-Date

2023

2022

2023

2022

Acquisition intangible amortization - pre-tax, as reported

108

Income tax benefit

(11)

(8)

(27)

(24)

Amount attributable to noncontrolling interests

(6)

(4)

(15)

(12)

Acquisition intangible amortization, net

-11-

Exhibit C

Henry Schein, Inc.

2023 Third Quarter

Acquisition Expenses and Acquisition-Related Adjustments

(in millions, except per share data)

(unaudited)

Q3 2023

YTD 2023

Operating

Income

EPS

Operating

Income

EPS

Acquisition Expenses*

(5)

(0.04)

(18)

(0.12)

Acquisition-Related Fair Value

Adjustments**

(4)

(0.01)

0.08

(9)

(0.05)

(6)

(0.04)

Q3 2022

YTD 2022

Operating

Income

EPS

Operating

Income

EPS

Acquisition Expenses*

(3)

(0.02)

(6)

(0.04)

Acquisition-Related Fair Value

Adjustments**

0.05

0.06

0.03

0.02

* Acquisition expenses include direct costs of acquisitions (primarily third-party

professional fees).

** Net acquisition-related fair value adjustments include remeasurement

gain resulting from the purchase of a controlling interest of a

previously held equity investment, impact from non-cash step-up inventory

adjustments and fair value adjustments to contingent

considerations.