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 7, 2024

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 7, 2024, Henry Schein, Inc. issued a press release reporting

the financial results for the three months

ended March 30, 2024.

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 7, 2024.

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 7, 2024

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated May 7, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS SOLID FIRST-QUARTER

2024 FINANCIAL RESULTS

AND UPDATES 2024

FINANCIAL GUIDANCE

●

First-quarter 2024 sales growth of 3.7%, GAAP diluted EPS of $0.72 and non-GAAP diluted EPS of

$1.10

●

Tightens total sales growth guidance range to 8% to 10%, reflecting

continued recovery from last year’s cyber

incident and a strong pipeline of new specialty products and software innovation

●

Affirms 2024 non-GAAP diluted EPS guidance of $5.00 to $5.16 and 2024 Adjusted EBITDA growth of more

than 15%

MELVILLE,

N.Y.,

May 7, 2024 –

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 30,

2024.

“Our first-quarter financial results reflect solid earnings driven by gross margin expansion and a strong recovery

from last quarter’s cyber incident,” said Stanley M. Bergman, Chairman of the Board and Chief Executive Officer

of Henry

Schein. “We continue

to make good progress on executing our

BOLD+1 Strategic Plan and are pleased with the contribution

from our recent acquisitions.”

“We are affirming

our expectations for 2024 non-GAAP diluted EPS and 2024 Adjusted EBITDA growth and

tightening our expectations for 2024 total sales growth.

Our projected sales growth reflects continued recovery from last

year’s cyber incident and a strong pipeline of new specialty products and software innovation.” Mr.

Bergman added.

First-Quarter 2024 Financial Results

●

Total

net sales

for the quarter were $3.2 billion, an increase of 3.7% compared with the first quarter of 2023. Internal

sales decreased

1.8%

which includes:

●

an approximate 300 to 400 basis points decrease in sales from the residual impact of last year’s cyber

incident, and

●

a 60 basis point decrease in sales due to lower personal protective equipment (PPE) sales, primarily due to

lower glove pricing.

●

First-quarter sales and internal sales growth are summarized below and detailed in Exhibit A

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Sales

($ Billion)

Total

Growth/(Decrease)

(%)

Internal

Growth/(Decrease)

(%)

Global Dental

$1.9

0.8%

(2.9%)

Merchandise

$1.5

0.8%

(3.7%)

Equipment

$0.4

0.8%

0.2%

Global Medical

$1.0

7.3%

(0.7%)

Global Technology

and Value

-Added

Services

$0.2

13.8%

3.2%

TOTAL

SALES

$3.2

3.7%

(1.8%)

Note: items may not sum due to rounding

●

GAAP net income

for the quarter was $93 million, or $0.72 per diluted share

, and compares with first-quarter 2023

GAAP net income of $121 million, or $0.91 per diluted share.

●

Non-GAAP net income

for the quarter was $143 million, or $1.10

per diluted share

, and compares with first-

quarter 2023 non-GAAP net income of $161 million, or $1.21 per diluted share.

●

Adjusted EBITDA

for the quarter was $255 million, consistent with the first-quarter 2023 Adjusted EBITDA of

$256 million.

Capital Deployment

During the first quarter of 2024, the Company repurchased approximately 1 million shares of its common stock at an

average price of $75.10 per share, for a total of approximately $75 million. The impact of the share repurchases on first-

quarter diluted EPS was immaterial.

At quarter-end, Henry Schein had approximately $190 million authorized and available for future stock repurchases.

2024 Financial Guidance

Guidance is for current continuing operations as well as acquisitions that have closed and does not include the impact

of future share repurchases, potential future acquisitions, restructuring and integration expenses, amortization expense of

acquired intangible assets, contingent consideration revaluation adjustments, certain expenses directly associated with the

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

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.

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cybersecurity incident or any potential insurance claim recovery.

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:

●

2024 non-GAAP diluted EPS attributable to Henry Schein, Inc. is expected to be $5.00 to $5.16, unchanged from

prior guidance, reflecting growth of 11% to 15% compared with 2023 non-GAAP diluted EPS

of $4.50.

●

2024 total sales growth is now expected to be approximately 8% to 10% over 2023, compared with prior guidance of

8% to 12% growth. This reflects continued recovery from last year’s cyber incident and a strong pipeline of new

specialty products and software innovation.

●

2024 Adjusted EBITDA

is expected to increase by more than 15% compared with 2023, unchanged from prior

guidance.

Adjustments to 2024 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2024 diluted EPS on a non-GAAP basis and for 2024 Adjusted EBITDA, as

noted above. The Company is not providing a reconciliation of its 2024 non-GAAP guidance to its projected 2024 diluted

EPS prepared on a GAAP basis, or its projected 2024 Adjusted EBITDA to net income 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 2024 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 2024 Conference Call Webcast

The Company will hold a conference call to discuss first-quarter 2024 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 first-quarter 2024 financial results on its website at

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

-presentations.aspx.

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care professionals powered by a network of

people and technology. With

more than 25,000 Team Schein Members worldwide,

the Company's network of trusted

advisors provides more than 1 million customers globally with more than 300 valued solutions that help improve operational

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success and clinical outcomes. Our Business, Clinical, Technology

and Supply Chain solutions help office-based dental and

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

These solutions also support

dental laboratories, government and institutional health care clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products in our main distribution centers.

A FORTUNE 500 Company and a member of the S&P 500®

index, Henry Schein is headquartered in Melville,

N.Y.,

and has operations or affiliates in 33 countries and territories. The Company's sales reached $12.3 billion in 2023,

and

have grown at a compound annual rate of approximately 11.5 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 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.

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; 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, 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; 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; general global and domestic macro-economic and political conditions, including

inflation, deflation, recession, ongoing wars, 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; geopolitical

wars; 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

transmissions; changes in tax legislation; risks related to product liability, intellectual property and other claims; risks associated with

customs policies or legislative import restrictions; risks associated with disease outbreaks, epidemics, pandemics (such as the COVID-19

pandemic), or similar wide-spread public health concerns and other natural or man-made disasters; risks associated with our global

operations; litigation risks; new or unanticipated litigation developments and the status of litigation matters; 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

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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)

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HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME

(in millions, except share and per share data)

(unaudited)

Three Months Ended

March 30,

April 1,

2024

2023

Net sales

3,172

3,060

Cost of sales

2,160

2,094

Gross profit

1,012

966

Operating expenses:

Selling, general and administrative

791

717

Depreciation and amortization

Restructuring costs

Operating income

150

175

Other income (expense):

Interest income

Interest expense

(30)

(14)

Other, net

(1)

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

127

163

Income taxes

(32)

(39)

Equity in earnings of affiliates, net of tax

Net income

128

Less: Net income attributable to noncontrolling interests

(5)

(7)

Net income attributable to Henry Schein, Inc.

121

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.72

0.92

Diluted

0.72

0.91

Weighted-average common shares

outstanding:

Basic

128,720,661

131,365,789

Diluted

129,769,580

133,039,886

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HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

March 30,

December 30,

2024

2023

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

159

171

Accounts receivable, net of allowance for credit losses of $84 and $83

1,644

1,863

Inventories, net of reserves of $188 and $192

1,686

1,815

Prepaid expenses and other

589

639

Total current assets

4,078

4,488

Property and equipment, net

500

498

Operating lease right-of-use assets

314

325

Goodwill

3,835

3,875

Other intangibles, net

915

916

Investments and other

503

471

Total assets

10,145

10,573

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

879

1,020

Bank credit lines

264

Current maturities of long-term debt

103

150

Operating lease liabilities

Accrued expenses:

Payroll and related

245

332

Taxes

143

137

Other

625

700

Total current liabilities

2,334

2,683

Long-term debt

2,010

1,937

Deferred income taxes

Operating lease liabilities

266

310

Other liabilities

423

436

Total liabilities

5,110

5,420

Redeemable noncontrolling interests

798

864

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,

128,480,909 outstanding on March 30, 2024 and

129,247,765 outstanding on December 30, 2023

Additional paid-in capital

Retained earnings

3,838

3,860

Accumulated other comprehensive loss

(239)

(206)

Total Henry Schein, Inc. stockholders' equity

3,600

3,655

Noncontrolling interests

637

634

Total stockholders' equity

4,237

4,289

Total liabilities, redeemable noncontrolling interests

and stockholders' equity

10,145

10,573

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HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)

(unaudited)

Three Months Ended

March 30,

April 1,

2024

2023

Cash flows from operating activities:

Net income

128

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

Depreciation and amortization

Non-cash restructuring charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Provision for deferred income taxes

Equity in earnings of affiliates

(3)

(4)

Distributions from equity affiliates

Changes in unrecognized tax benefits

Other

(6)

(1)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

190

(20)

Inventories

Other current assets

Accounts payable and accrued expenses

(290)

(243)

Net cash provided by operating activities

197

Cash flows from investing activities:

Purchases of property and equipment

(41)

(31)

Payments related to equity investments and business acquisitions,

net of cash acquired

(20)

(1)

Proceeds from loan to affiliate

Capitalized software costs

(9)

Other

(3)

Net cash used in investing activities

(72)

(39)

Cash flows from financing activities:

Net change in bank credit lines

132

Proceeds from issuance of long-term debt

Principal payments for long-term debt

(60)

(1)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(75)

(100)

Payments for taxes related to shares withheld for employee taxes

(7)

(30)

Distributions to noncontrolling shareholders

(6)

(4)

Acquisitions of noncontrolling interests in subsidiaries

(94)

(8)

Net cash provided by (used in) financing activities

(151)

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

(12)

Cash and cash equivalents, beginning of period

171

117

Cash and cash equivalents, end of period

159

126

-9-

Exhibit A - First Quarter Sales

Henry Schein, Inc.

2024 First Quarter

Sales Summary

(in millions)

(unaudited)

Q1 2024 over Q1 2023

Local Currency Growth

Global

Q1 2024

Q1 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

1,499

1,487

-3.7%

3.8%

0.1%

0.7%

0.8%

Dental Equipment

415

411

0.2%

0.0%

0.2%

0.6%

0.8%

Total Dental

1,914

1,898

-2.9%

3.0%

0.1%

0.7%

0.8%

Medical

1,041

971

-0.7%

8.0%

7.3%

0.0%

7.3%

Total Health Care Distribution

2,955

2,869

-2.1%

4.6%

2.5%

0.5%

3.0%

Technology and Value

-Added Services

217

191

3.2%

10.2%

13.4%

0.4%

13.8%

Total Global

3,172

3,060

-1.8%

5.0%

3.2%

0.5%

3.7%

Local Currency Growth

North America

Q1 2024

Q1 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

848

896

-5.5%

0.1%

-5.4%

0.0%

-5.4%

Dental Equipment

255

248

2.9%

0.0%

2.9%

0.1%

3.0%

Total Dental

1,103

1,144

-3.7%

0.1%

-3.6%

0.0%

-3.6%

Medical

1,014

951

-0.5%

7.1%

6.6%

0.0%

6.6%

Total Health Care Distribution

2,117

2,095

-2.2%

3.2%

1.0%

0.1%

1.1%

Technology and Value

-Added Services

189

166

2.3%

11.6%

13.9%

0.0%

13.9%

Total North America

2,306

2,261

-1.9%

3.9%

2.0%

0.0%

2.0%

Local Currency Growth

International

Q1 2024

Q1 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

651

591

-1.0%

9.4%

8.4%

1.8%

10.2%

Dental Equipment

160

163

-3.8%

0.0%

-3.8%

1.3%

-2.5%

Total Dental

811

754

-1.6%

7.4%

5.8%

1.6%

7.4%

Medical

-10.4%

50.8%

40.4%

0.0%

40.4%

Total Health Care Distribution

838

774

-1.8%

8.5%

6.7%

1.6%

8.3%

Technology and Value

-Added Services

8.9%

0.6%

9.5%

3.2%

12.7%

Total International

866

799

-1.5%

8.2%

6.7%

1.7%

8.4%

-10-

Exhibit B

Henry Schein, Inc.

2024 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

2024

2023

Growth

Net income attributable to Henry Schein, Inc.

121

(23.2)

Diluted EPS attributable to Henry Schein, Inc.

0.72

0.91

(20.9)

Non-GAAP Adjustments, net of tax and attribution to

noncontrolling interests

Restructuring costs (1)

Acquisition intangible amortization (2)

Cyber incident-third-party advisory expenses (3)

Change in contingent consideration (4)

Non-GAAP adjustments to net income

Non-GAAP adjustments to diluted EPS

0.38

0.30

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

143

161

(11.3)

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

1.10

1.21

(9.1)

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

2024

2023

Restructuring costs - pre-tax, as reported

Income tax benefit

(3)

(8)

Amount attributable to noncontrolling interests

(1)

Restructuring costs, net

Q1 2024 restructuring costs primarily consisted of employee severance and costs related to the exit of facilities.

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(2)

Acquisition Intangible Amortization

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

First Quarter

2024

2023

Acquisition intangible amortization - pre-tax, as reported

Income tax benefit

(11)

(7)

Amount attributable to noncontrolling interests

(7)

(4)

Acquisition intangible amortization, net

(3)

Represents one time professional and other fees of $5 million ($4 million, net of taxes) related to remediation of our

Q4 2023 cyber incident.

(4)

Represents a change in the fair value of contingent consideration of $15 million ($11 million, net of taxes) recorded

during Q1 2024 related to a 2023 acquisition.

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Exhibit C

Henry Schein, Inc.

2024 First Quarter

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

First Quarter

2024

2023

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

121

Income attributable to noncontrolling interests

Net income (GAAP)

128

Definitional adjustments:

Interest income

(5)

(3)

Interest expense

Income taxes

Depreciation and amortization

Non-GAAP adjustments:

Restructuring costs

Cyber incident-professional and other fees

Change in contingent consideration

Other adjustments:

Equity in earnings of affiliates, net of tax

(3)

(4)

Adjusted EBITDA (non-GAAP)

255

256

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-professional and other fees, (vii) change in contingent consideration, and (viii) equity

earnings of affiliates.

Amounts may not sum due to rounding.