Henry Schein Reports Record Third Quarter 2025 Financial Results and Raises Full Year Non-GAAP EPS Guidance

MELVILLE, N.Y.--( BUSINESS WIRE)--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 27, 2025.

“Our successful execution of the BOLD+1 strategy, including the financial performance of our investments in high-growth, high-margin businesses, set the foundation for strong future growth,” said Stanley M. Bergman.

“We are pleased with our financial results for the third quarter, with sales growth accelerating in each of our reportable segments including solid market share gains in our distribution businesses as we are once again focused on driving growth now that the cyber incident is fully behind us. This strong sales performance was a key driver of the underlying improvement in our operating income,” said Stanley M. Bergman, Chairman of the Board and Chief Executive Officer of Henry Schein. “Our successful execution of the BOLD+1 strategy, including the financial performance of our investments in high-growth, high-margin businesses, set the foundation for strong future growth.”

“With continued input from KKR, we have made good progress on advancing the value creation initiatives we announced last quarter. Based on our first phase of work, we believe we have the opportunity to deliver over $200 million of improvements to operating income over the next few years,” Mr. Bergman said. “In addition, our board has approved an amendment to the Strategic Partnership Agreement giving KKR the right to increase its HSIC stock ownership up to 19.9%.”

Third Quarter 2025 Financial Results

Year-to-Date Financial Results

Share Repurchases

During the third quarter of 2025, the Company repurchased approximately 3.3 million shares of common stock at an average price of $68.62 per share for a total of $229 million.

This included approximately 0.4 million shares of common stock to complete its previously announced Accelerated Stock Repurchase plan (ASR) at an average price of $71.60 per share, for a total of $26.4 million. In addition, the Company repurchased approximately 2.9 million shares of common stock at an average price of $68.25 per share, for a total of $202.5 million. The net impact of share repurchases made in the quarter was not material.

At the end of the third quarter, Henry Schein had $980 million authorized and available for future stock repurchases.

Amendment to Strategic Partnership Agreement

The Company is also announcing today that its Board has approved an amendment to the Strategic Partnership Agreement giving KKR the right to increase its ownership in HSIC stock up to 19.9% through purchases in the open market.

2025 Financial Guidance

Henry Schein today raised 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 expenses, amortization expense of acquired intangible assets, the insurance claim recovery associated with the cybersecurity incident, changes in contingent consideration, costs associated with shareholder advisory matters and select value creation consulting costs, and litigation settlements. This guidance also assumes that foreign currency exchange rates will remain generally consistent with current levels, that the effects of tariffs can be mitigated, and includes remeasurement gains related to the purchase of controlling interests of previously held non-controlling equity investments, consistent with the Company’s business strategy.

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.

Third-Quarter 2025 Conference Call Webcast

The Company will hold a conference call to discuss third-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 third-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 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 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 $12.7 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, including anticipated results of restructuring and value creation initiatives; risks related to the Strategic Partnership Agreement with KKR Hawaii Aggregator L.P. entered into in January 2025; transitions in senior company leadership; our ability to develop or acquire and maintain and protect new products (particularly technology and specialty products) and services and utilize new technologies that achieve market acceptance with acceptable margins; transitional challenges associated with acquisitions and joint ventures, including the failure to achieve anticipated synergies/benefits, as well as significant demands on our operations, information systems, legal, regulatory, compliance, financial and human resources functions in connection with acquisitions, dispositions and joint ventures; certain provisions in our governing documents that may discourage third-party acquisitions of us; adverse changes in supplier rebates or other purchasing incentives; risks related to the sale of corporate brand products; risks related to activist investors; security risks associated with our information systems and technology products and services, such as cyberattacks or other privacy or data security breaches (including the October 2023 incident); effects of a highly competitive (including, without limitation, competition from third-party online commerce sites) and consolidating market; political, economic, and regulatory influences on the health care industry; risks from expansion of customer purchasing power and multi-tiered costing structures; increases in shipping costs for our products or other service issues with our third-party shippers, and increases in fuel and energy costs; changes in laws and policies governing manufacturing, development and investment in territories and countries where we do business; general global and domestic macro-economic and political conditions, including inflation, deflation, recession, unemployment (and corresponding increase in under-insured populations), consumer confidence, sovereign debt levels, fluctuations in energy pricing and the value of the U.S. dollar as compared to foreign currencies and changes to other economic indicators; failure to comply with existing and future regulatory requirements, including relating to health care; risks associated with the EU Medical Device Regulation; failure to comply with laws and regulations relating to health care fraud or other laws and regulations; failure to comply with laws and regulations relating to the collection, storage and processing of sensitive personal information or standards in electronic health records or transmissions; changes in tax legislation, changes in tax rates and availability of certain tax deductions; risks related to product liability, intellectual property and other claims; risks associated with customs policies or legislative import restrictions; risks associated with disease outbreaks, epidemics, pandemics (such as the COVID-19 pandemic), or similar wide-spread public health concerns and other natural or man-made disasters; risks associated with our global operations; the threat or outbreak of war (including, without limitation, geopolitical wars), terrorism or public unrest (including, without limitation, the war in Ukraine, the Israel-Gaza war and other unrest and threats in the Middle East and the possibility of a wider European or global conflict); changes to laws and policies governing foreign trade, tariffs and sanctions or greater restrictions on imports and exports, including changes to international trade agreements and the current imposition of (and the potential for additional) tariffs by the U.S. on numerous countries and retaliatory tariffs; supply chain disruption; litigation risks; new or unanticipated litigation developments and the status of litigation matters; our dependence on our senior management, (including, without limitation, succession planning for our Chief Executive Officer), employee hiring and retention, increases in labor 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, amortization of acquisition-related assets, the insurance claim recovery associated with the cybersecurity incident, changes in contingent consideration, costs associated with shareholder advisory matters and select value creation consulting costs, and litigation settlements 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.

1 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.

2 See Exhibit B for a reconciliation of GAAP net income and diluted EPS to non-GAAP net income and diluted EPS.

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

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

(TABLES TO FOLLOW)

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except share and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2025

2024

2025

2024

Net sales

3,339

3,174

9,747

9,482

Cost of sales

2,313

2,181

6,705

6,459

Gross profit

1,026

993

3,042

3,023

Operating expenses:

Selling, general and administrative

760

724

2,276

2,296

Depreciation and amortization

194

188

Restructuring costs

Operating income

164

157

490

466

Other income (expense):

Interest income

Interest expense

(38)

(34)

(111)

(96)

Other, net

(1)

(2)

(3)

(1)

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

134

128

400

387

Income taxes

(28)

(32)

(94)

(97)

Equity in earnings of affiliates, net of tax

Net income

109

316

302

Less: Net income attributable to noncontrolling interests

(8)

(19)

(6)

Net income attributable to Henry Schein, Inc.

101

297

296

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.84

0.79

2.44

2.32

Diluted

0.84

0.78

2.42

2.30

Weighted-average common shares outstanding:

Basic

120,199,552

126,124,715

121,965,991

127,550,045

Diluted

121,036,247

127,054,934

122,840,062

128,498,494

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

September 27,

December 28,

2025

2024

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

136

122

Accounts receivable, net of allowance for credit losses of $84 and $78

1,743

1,482

Inventories, net

1,912

1,810

Prepaid expenses and other

604

569

Total current assets

4,395

3,983

Property and equipment, net

603

531

Operating lease right-of-use assets

308

293

Goodwill

4,147

3,887

Other intangibles, net

1,046

1,023

Investments and other

598

501

Total assets

11,097

10,218

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,035

962

Bank credit lines

913

650

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

291

303

Taxes

181

139

Other

618

Total current liabilities

3,149

2,803

Long-term debt

2,153

1,830

Deferred income taxes

144

102

Operating lease liabilities

264

259

Other liabilities

487

387

Total liabilities

6,197

5,381

Redeemable noncontrolling interests

877

806

Commitments and contingencies

Stockholders' equity:

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

none outstanding

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

118,567,917 issued and outstanding on September 27, 2025 and

124,155,884 issued and outstanding on December 28, 2024

Additional paid-in capital

207

Retained earnings

3,375

3,771

Accumulated other comprehensive loss

(222)

(379)

Total Henry Schein, Inc. stockholders' equity

3,361

3,393

Noncontrolling interests

662

638

Total stockholders' equity

4,023

4,031

Total liabilities, redeemable noncontrolling interests and stockholders' equity

11,097

10,218

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2025

2024

2025

2024

Cash flows from operating activities:

Net income

109

316

302

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

Depreciation and amortization

229

221

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

(22)

(41)

Equity in earnings of affiliates

(3)

(10)

(12)

Distributions from equity affiliates

Changes in unrecognized tax benefits

Other

(13)

(16)

(44)

(25)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(98)

(82)

(198)

188

Inventories

(69)

(25)

Other current assets

(40)

(12)

(3)

Accounts payable and accrued expenses

161

(131)

Net cash provided by operating activities

174

151

331

644

Cash flows from investing activities:

Purchases of property and equipment

(33)

(34)

(96)

(112)

Payments related to equity investments and business acquisitions,

net of cash acquired

(11)

(42)

(112)

(223)

Proceeds from loan to affiliate

Capitalized software costs

(12)

(10)

(38)

(30)

Other

(5)

(9)

(10)

Net cash used in investing activities

(56)

(91)

(253)

(372)

Cash flows from financing activities:

Net change in bank credit lines

132

257

374

Proceeds from issuance of long-term debt

314

120

Principal payments for long-term debt

(7)

(16)

(28)

(193)

Debt issuance costs

(2)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(203)

(135)

(650)

(310)

Issuance of common stock

250

Payments for taxes related to shares withheld for employee taxes

(1)

(14)

(9)

Proceeds from (distributions to) noncontrolling shareholders

(8)

(12)

(36)

Payments for contingent consideration

(19)

Acquisitions of noncontrolling interests in subsidiaries

(2)

(44)

(79)

(255)

Net cash provided by (used in) financing activities

(127)

(41)

(306)

Effect of exchange rate changes on cash and cash equivalents

(31)

(82)

(11)

Net change in cash and cash equivalents

(9)

(12)

(45)

Cash and cash equivalents, beginning of period

145

138

122

171

Cash and cash equivalents, end of period

136

126

136

126

Exhibit A - Third Quarter Sales

Henry Schein, Inc.

2025 Third Quarter

Sales Summary

(in millions)

(unaudited)

Q3 2025 over Q3 2024

Constant Currency Growth

Q3 2025

Q3 2024

Local Internal Growth

Acquisition Growth

Total Constant Currency Growth

Foreign Exchange Impact

Total Sales Growth

U.S. Distribution and Value-Added Services

Merchandise

607

587

3.3%

0.0%

3.3%

0.0%

3.3%

Equipment

217

215

1.2%

0.0%

1.2%

0.0%

1.2%

Value-Added Services

0.9%

1.8%

0.0%

1.8%

Total Dental

881

858

2.6%

0.1%

2.7%

0.0%

2.7%

Medical

1,099

1,050

3.0%

1.7%

4.7%

0.0%

4.7%

Total U.S. Distribution and Value-Added Services

1,980

1,908

2.9%

0.9%

3.8%

0.0%

3.8%

International Distribution and Value-Added Services

Merchandise

603

568

2.4%

0.1%

2.5%

3.5%

6.0%

Equipment

223

202

5.1%

0.6%

5.7%

4.4%

10.1%

Value-Added Services

-0.4%

11.7%

11.3%

4.0%

15.3%

Total Dental

833

777

3.0%

0.4%

3.4%

3.8%

7.2%

Medical

2.5%

0.0%

2.5%

3.2%

5.7%

Total International Distribution and Value-Added Services

860

803

3.0%

0.4%

3.4%

3.7%

7.1%

Global Distribution and Value-Added Services

Global Merchandise

1,210

1,155

2.8%

0.1%

2.9%

1.7%

4.6%

Global Equipment

440

417

3.0%

0.4%

3.4%

2.1%

5.5%

Global Value-Added Services

0.7%

2.2%

2.9%

0.4%

3.3%

Global Dental

1,714

1,635

2.8%

0.2%

3.0%

1.8%

4.8%

Global Medical

1,126

1,076

3.0%

1.6%

4.6%

0.1%

4.7%

Total Global Distribution and Value-Added Services

2,840

2,711

2.9%

0.8%

3.7%

1.1%

4.8%

Global Specialty Products

369

348

2.8%

1.1%

3.9%

2.0%

5.9%

Global Technology

173

157

9.0%

0.0%

9.0%

0.7%

9.7%

Eliminations

(43)

(42)

n/a

Total Global

3,339

3,174

3.3%

0.7%

4.0%

1.2%

5.2%

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

Exhibit A - Year-to-Date Sales

Henry Schein, Inc.

2025 Third Quarter Year-to-Date

Sales Summary

(in millions)

(unaudited)

Q3 2025 Year-to-Date over Q3 2024 Year-to-Date

Constant Currency Growth

Q3 2025

Q3 2024

Local Internal Growth

Acquisition Growth

Total Constant Currency Growth

Foreign Exchange Impact

Total Sales Growth

U.S. Distribution and Value-Added Services

Merchandise

1,800

1,788

0.6%

0.0%

0.6%

0.0%

0.6%

Equipment

623

650

-4.1%

0.0%

-4.1%

0.0%

-4.1%

Value-Added Services

153

159

-5.5%

1.4%

-4.1%

0.0%

-4.1%

Total Dental

2,576

2,597

-0.9%

0.0%

-0.9%

0.0%

-0.9%

Medical

3,117

2,978

3.2%

1.5%

4.7%

0.0%

4.7%

Total U.S. Distribution and Value-Added Services

5,693

5,575

1.3%

0.8%

2.1%

0.0%

2.1%

International Distribution and Value-Added Services

Merchandise

1,813

1,791

0.7%

0.6%

1.3%

-0.1%

1.2%

Equipment

640

595

5.0%

1.4%

6.4%

1.1%

7.5%

Value-Added Services

-0.1%

40.2%

40.1%

-1.8%

38.3%

Total Dental

2,474

2,402

1.8%

1.0%

2.8%

0.2%

3.0%

Medical

-1.7%

0.0%

-1.7%

0.5%

-1.2%

Total International Distribution and Value-Added Services

2,554

2,483

1.6%

1.1%

2.7%

0.2%

2.9%

Global Distribution and Value-Added Services

Global Merchandise

3,613

3,579

0.6%

0.4%

1.0%

-0.1%

0.9%

Global Equipment

1,263

1,245

0.3%

0.6%

0.9%

0.5%

1.4%

Global Value-Added Services

174

175

-5.0%

4.9%

-0.1%

-0.2%

-0.3%

Global Dental

5,050

4,999

0.4%

0.5%

0.9%

0.1%

1.0%

Global Medical

3,197

3,059

3.0%

1.5%

4.5%

0.0%

4.5%

Total Global Distribution and Value-Added Services

8,247

8,058

1.4%

0.9%

2.3%

0.1%

2.4%

Global Specialty Products

1,122

1,078

2.3%

1.5%

3.8%

0.2%

4.0%

Global Technology

502

470

6.3%

0.0%

6.3%

0.4%

6.7%

Eliminations

(124)

n/a

Total Global

9,747

9,482

1.8%

0.9%

2.7%

0.1%

2.8%

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

Exhibit B

Henry Schein, Inc.

2025 Third Quarter and Year-to-Date

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

2025

2024

Growth

2025

2024

Growth

Net income attributable to Henry Schein, Inc.

101

2.0

297

296

0.4

Diluted EPS attributable to Henry Schein, Inc.

0.84

0.78

7.7

2.42

2.30

5.2

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)

(6)

(15)

(8)

Change in contingent consideration (4)

Costs associated with shareholder advisory matters and select value creation consulting costs (5)

Litigation settlements (6)

Impairment of intangible assets (7)

Non-GAAP adjustments to net income

148

160

Non-GAAP adjustments to diluted EPS

0.54

0.43

1.21

1.24

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

167

155

8.3

445

456

(2.3)

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

1.38

1.22

13.1

3.63

3.55

2.3

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:

Third Quarter

Year-to-Date

2025

2024

2025

2024

Restructuring costs - pre-tax, as reported

Income tax benefit

(9)

(12)

(21)

(18)

Amount attributable to noncontrolling interests

(3)

(4)

Restructuring costs, net

(2)

Acquisition Intangible Amortization

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

Third Quarter

Year-to-Date

2025

2024

2025

2024

Acquisition intangible amortization - pre-tax, as reported

133

140

Income tax benefit

(12)

(33)

(35)

Amount attributable to noncontrolling interests

(7)

(6)

(19)

(20)

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. During Q3 2024 and YTD 2024, we received insurance proceeds of $10 million ($7 million, net of taxes) and $20 million ($15 million, net of taxes), respectively, representing a partial insurance recovery of losses related to the cyber incident. One time professional and other fees were $1 million ($1 million, net of taxes) and $9 million ($7 million, net of taxes), for Q3 2024 and YTD 2024, respectively.

(4)

Represents a change in the fair value of contingent consideration of $7 million ($5 million, net of taxes) and $5 million ($3 million, net of taxes) recorded during Q3 2025 and YTD 2025, respectively, related to acquisitions and $38 million ($28 million, net of taxes) recorded during YTD 2024, respectively, related to a 2023 acquisition.

(5)

Represents costs associated with shareholder advisory matters and select value creation consulting costs of $10 million ($7 million, net of taxes) and $24 million ($18 million, net of taxes) recorded during Q3 2025 and YTD 2025, respectively.

(6)

Represents settlement amounts for litigation related to certain opioid related lawsuits during Q3 2025 and YTD 2025 and a settlement at one of our businesses. Represents YTD 2024 settlement amounts for litigation related to the October 2023 cyber incident and settlement of certain opioid related lawsuits.

(7)

Represents impairment charges recorded in Q1 2025 on certain intangible assets.

Exhibit C

Henry Schein, Inc.

2025 Third Quarter and Year-to-Date

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Third Quarter

Year-to-Date

2025

2024

2025

2024

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

101

297

296

Income attributable to noncontrolling interests

Net income (GAAP)

109

316

302

Definitional adjustments:

Interest income

(9)

(7)

(24)

(18)

Interest expense

111

Income taxes

Depreciation and amortization

229

221

Non-GAAP adjustments:

Restructuring costs

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

(9)

(20)

(11)

Impairment of intangible assets

Change in contingent consideration

Costs associated with shareholder advisory matters and select value creation consulting costs

Litigation settlements

Other adjustments:

Equity in earnings of affiliates, net of tax

(3)

(10)

(12)

Adjusted EBITDA (non-GAAP)

295

268

810

791

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 select value creation consulting costs, (x) litigation settlements and (xi) equity in earnings of affiliates, net of tax. Amounts may not sum due to rounding.