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What changed in Henry Schein's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Henry Schein's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+411 added−447 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Henry Schein's 2025 10-K

411 paragraphs added · 447 removed · 331 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

133 edited+31 added−27 removed160 unchanged
Biggest changeOur CEO engages directly in many of our ERG programs. • Certified over 200 TSMs through our Culture Ambassador Program, which educates TSMs on our culture and certifies TSMs as mentors to new hires during their first 90 days to ensure new TSMs understand how we live our values day to day, and how they can engage in the Team Schein Culture. • Caring: Build a world we want to live in by supporting each other and the communities in which we live and work. • Continued to offer a variety of opportunities to volunteer to drive purpose and engage in local communities in which TSMs live and work, such as through Carry the Load, the We Care Global Challenge, Back to School and Holiday Cheer. • Continued to strengthen our strategic partnerships with industry associations, customers and suppliers that support access to quality health care through various key programs and initiatives (e.g., Gives Kids A Smile, Cares Package Program, Global Student Outreach Program, and Prepare to Care). • Expanded our global and highly rated Steps for Suicide Prevention campaign, which brings TSMs together to walk for a cause and provide education, partnering with the American Foundation for Suicide Prevention, Suicide Awareness and Remembrance (for Veterans) and other local organizations. • We also understand the importance of driving a culture of wellness for our own team members through our Mental Wellness Committee, which is supported by our CEO, Executive Management Committee and Board.
Biggest changeOur Chief Executive Officer (“CEO”) engages directly in many of our ERG programs. • Launched Functional Resource Groups (“FRGs”), a vehicle for TSMs to learn, collaborate, and problem-solve – bridging gaps and uniting global TSMs within similar functions across departments, regions, and work models. • Launched MySchein Reels and Community Explorer –pages on our internal intranet that drive awareness of various connection opportunities throughout the Company. • Piloted an enhanced workplace technology tool that offers functionality for collaboration by allowing teams to see when others are working in an office, seamless booking of spaces both at Henry Schein facilities and on-demand spaces, and a Company events calendar. • Certified an additional 100 TSMs through our Culture Ambassador Program, which educates TSMs on our culture and certifies TSMs as mentors to new hires during their first 90 days to ensure new TSMs understand how we live our values day to day, and how they can engage in the Team Schein Culture. • Caring: Build a world we want to live in by supporting each other and the communities in which we live and work. • Continued to offer a variety of opportunities to volunteer to drive purpose and engage in local communities in which TSMs live and work, such as through Carry the Load, the We Care Global Challenge, Back to School, and Holiday Cheer. • Continued to strengthen our strategic partnerships with industry associations, customers, and suppliers that support access to quality health care through various key programs and initiatives (e.g., S.M.I.L.E.
Supported by our specialized sales force, we market our products and solutions in approximately 90 countries, directly to dental practices and surgical specialists via our sales subsidiaries and our network of international third-party and Henry Schein distribution partners. • Biomaterials. We market and distribute a broad portfolio of biomaterials for dental tissue regeneration.
Supported by our specialized sales force, we market our products and solutions in approximately 90 countries, directly to dental practices and surgical specialists via our sales subsidiaries and network of international third-party and Henry Schein distribution partners. • Biomaterials. We market and distribute a broad portfolio of biomaterials for dental tissue regeneration.
We also source or manufacture other medical and dental health care products and services that are sold to customers, including handpiece and small equipment, rotary, hand instruments, and repair services, restoratives and preventives, as well as certain other health care-related consumable merchandise products and services.
We also source or manufacture other medical and dental health care products and services that are sold to customers, including handpiece and small equipment, rotary, hand instruments, repair services, restoratives and preventives, as well as certain other health care-related consumable merchandise products and services.
(2) Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and high-tech and digital restoration equipment. (3) Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
(2) Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair services and high-tech and digital restoration equipment. (3) Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
The CCPA establishes a privacy framework for covered businesses such as ours by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for California residents and creating a new and potentially severe statutory damages framework for violations of the CCPA, as well as potentially severe statutory damages and private a right of action against businesses that suffer a data security breach due to their violation of a duty to implement reasonable security procedures and practices.
The CCPA establishes a privacy framework for covered businesses such as ours by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for California residents and creating a new and potentially severe statutory damages framework for violations of the CCPA, as well as potentially severe statutory damages and a private right of action against businesses that suffer a data security breach due to their violation of a duty to implement reasonable security procedures and practices.
These customers, and we, are subject to laws, regulations and industry standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of the privacy and security of those records, and our products may also be used as part of these customers’ comprehensive data security programs, including in connection with their efforts to comply with applicable privacy and security laws.
These customers, and we, are subject to laws, regulations and industry standards, such as HIPAA and the Payment Card Industry (PCI) Data Security Standards, which require the protection of the privacy and security of those records, and our products may also be used as part of these customers’ comprehensive data security programs, including in connection with their efforts to comply with applicable privacy and security laws.
EU “regulations” apply in all member states, whereas “directives” are implemented by the individual laws of member states. On medicines for humans, we are regulated under Directive No. 2001/83/EC of 6 November 2001, as amended by Directive 2003/63/EC of 25 June 2003, and EU Regulation (EC) No. 726/2004 of 31 March 2004.
EU “regulations” apply in all member states, whereas “directives” are implemented by the individual laws of member states. On medicines for humans, we are regulated under Directive No. 2001/83/EC of 6 November 2001, as amended by Directive 2003/63/EC of 25 June 2003, EU Regulation (EC) No. 726/2004 of 31 March 2004 and others.
We are committed to continuing to enhance these offerings through organic investment in our products and our teams, as well as through the acquisition of new products and services that may help us better serve our customers. Direct sales and marketing expertise.
We are committed to continuing to enhance these offerings through organic investment in our portfolio and our teams, as well as through the acquisition of new products and services that may help us better serve our customers. Direct sales and marketing expertise.
While we believe we have substantially compliant programs and controls in place to comply with the US state and federal privacy laws and applicable international privacy laws such as GDPR and PIPL, our compliance with data privacy and cybersecurity laws is likely to impose additional costs on us, and we cannot predict whether the interpretations of the requirements, or changes in our practices in response to new requirements or interpretations of the requirements, could have a material adverse effect on our business.
While we believe we have substantially compliant programs and controls in place to comply with the U.S. state and federal privacy laws and applicable international privacy laws such as GDPR and PIPL, our compliance with data privacy and cybersecurity laws is likely to impose additional costs on us, and we cannot predict whether the interpretations of the requirements, or changes in our practices in response to new requirements or interpretations of the requirements, could have a material adverse effect on our business.
Certain of our businesses are also required to register for permits and/or licenses with, and comply with operating and security standards of, the DEA, the FDA, the United States Department of Health and Human Services (“HHS”), and various state boards of pharmacy, state health departments and/or comparable state agencies as well as comparable foreign agencies, and certain accrediting bodies, depending on the type of operations and location of product distribution, manufacturing or sale.
Certain of our businesses are also required to register for permits and/or licenses with, and comply with operating and security standards of, the DEA, the FDA, the United States Department of Health and Human Services (“HHS”), state radiation control agencies, and various state boards of pharmacy, state health departments and/or comparable state agencies as well as comparable foreign agencies, and certain accrediting bodies, depending on the type of operations and location of product distribution, manufacturing or sale.
Commitment to superior customer service . We maintain a strong commitment to providing superior customer service. We frequently monitor our customer service through customer surveys, focus groups and statistical reports. Our customer service policy primarily focuses on: • Exceptional order fulfillment. We ship an average of approximately 142,000 cartons daily. • Comprehensive ordering process.
We maintain a strong commitment to providing superior customer service. We frequently monitor our customer service through customer surveys, focus groups and statistical reports. Our customer service policy primarily focuses on: • Exceptional order fulfillment. We ship an average of approximately 150,000 cartons daily. • Comprehensive ordering process.
(4) Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray products, equipment, PPE products and vitamins. (5) Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care-related products and services.
(4) Includes branded and generic pharmaceuticals, home solutions products, vaccines, surgical products, diagnostic tests, infection- control products, X-ray products, equipment, PPE products, and vitamins. (5) Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care-related products and services.
South has been our Senior Vice President and Chief Financial Officer (and principal financial officer and principal accounting officer) since 2022. Prior to holding his current position, Mr. South was our Vice President Corporate Finance since 2008, and Chief Accounting Officer from 2013 until 2022. Prior to joining us in 2008 as our Vice President, Corporate Finance, Mr.
Ronald N. South has been our Senior Vice President and Chief Financial Officer (and principal financial officer and principal accounting officer) since 2022. Prior to holding his current position, Mr. South was our Vice President Corporate Finance since 2008, and Chief Accounting Officer from 2013 until 2022. Prior to joining us in 2008 as our Vice President, Corporate Finance, Mr.
Table of Contents Index to Financial Statements 11 In the dental industry, there is predicted to be a rise in oral health care expenditures as the 45-and-older segment of the population increases. There is increasing demand for new technologies that allow dentists to increase productivity, and this is being driven in the U.S. by lower insurance reimbursement rates.
Table of Contents Index to Financial Statements 11 In the dental industry, expenditures in in oral health care are predicted to rise as the 45-and-older segment of the population increases. There is increasing demand for new technologies that allow dentists to increase productivity, and this is being driven in the U.S. by lower insurance reimbursement rates.
These rules provide for the authorization of products, and regulate their manufacture, importation, marketing and distribution. It implements requirements which may be implemented without warning, as well as a national pharmacovigilance system under which marketing authorizations may be withdrawn, and includes potential sanctions for breaches of the rules, and on other bases such as harmfulness or lack of efficacy.
These rules provide for the authorization of products, and regulate their manufacture, importation, marketing and distribution. These rules implement requirements which may be implemented without warning, as well as a national pharmacovigilance system under which marketing authorizations may be withdrawn, and includes potential sanctions for breaches of the rules, and on other bases such as harmfulness or lack of efficacy.
Also, at the federal level, the Inflation Reduction Act of 2022, among other things, requires drug manufacturers that raise certain of their drug prices faster than the rate of inflation to pay rebates to Medicare, and over time will authorize the federal government to negotiate directly with drug manufacturers to lower the prices of certain brand-name drugs covered by Medicare.
Also, at the federal level, the Inflation Reduction Act of 2022, among other things, requires drug manufacturers (including repackagers and relabelers) that raise certain of their drug prices faster than the rate of inflation to pay rebates to Medicare, and over time will authorize the federal government to negotiate directly with drug manufacturers to lower the prices of certain brand-name drugs covered by Medicare.
We support our direct marketing effort with inbound and outbound telesales representatives, who facilitate order processing, generate new sales through direct and frequent contact with customers and stay abreast of market developments and the hundreds of new products, services and technologies introduced each year to educate practice personnel. • Electronic commerce solutions.
We support our direct marketing effort with inbound and outbound telesales representatives, who facilitate order processing, generate new sales through direct and frequent contact with customers and stay abreast of market developments and the hundreds of new products, services and technologies introduced each year to educate practice personnel.
Other EU regulations that may apply under appropriate circumstances include EU Regulation No. 1907/2006 of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals , which requires importers to register substances or mixtures that they import in the EU beyond certain quantities, and the EU Regulation No. 1272/2008 of 16 December 2008 on classification, labelling and packaging of substances and mixtures (recently amended by Regulation No. 2024/2865 of October 23, 2024, whose provisions come into force Table of Contents Index to Financial Statements 16 on different dates), which sets various obligations with respect to the labelling and packaging of concerned substances and mixtures.
Other EU regulations that may apply under appropriate circumstances include EU Regulation No. 1907/2006 of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals , which requires importers to register substances or mixtures that they import in the EU beyond certain quantities, and the EU Regulation No. 1272/2008 of 16 December 2008 on classification, labelling and packaging of substances and mixtures (recently amended by Regulation No. 2024/2865 of October 23, 2024, whose provisions come into force on different dates), which sets various obligations with respect to the labelling and packaging of concerned substances and mixtures.
As part of this commitment, some highlights from 2024 included: • Community: Provide opportunities for TSMs to have fun while contributing to an inclusive team that respects and supports one another. • Continued focus on creating an inclusive environment where TSMs feel a sense of belonging; notably, in 2024 for the third time, our top strength identified in The Pulse Global Culture Survey was our Company’s inclusive culture.
As part of this commitment, some highlights from 2025 included: • Community: Provide opportunities for TSMs to have fun while contributing to an inclusive team that respects and supports one another. • Continued our focus on creating an inclusive environment where TSMs feel a sense of belonging; notably, in 2025 for the fourth time, our top strength identified in The Pulse Global Culture Survey was our Company’s inclusive culture.
EU law does not expressly include provisions like those of the Sunshine Act in the United States, but a growing number of EU member states (such as France in 2011 and Italy in 2022) have enacted laws to increase the transparency of relationships in the health care sector.
EU law does not expressly include provisions like those of the Sunshine Act in the United States, but a number of EU member states (such as France in 2011, Denmark in 2014, and Italy in 2022) have enacted laws to increase the transparency of relationships in the health care sector.
In other software end markets, including revenue cycle management, patient relationship management and patient demand generation, we compete with companies such as Vyne Medical, Weave Communications, Inc., and Solutionreach, Inc. Many of these competitors connect to our software platforms through our API program.
In other software end markets, including revenue cycle management, patient relationship management and patient demand generation, we compete with companies such as Vyne Medical, Dental Intelligence, and Weave Communications, Inc. Many of these competitors connect to our software platforms through our API program.
Products and Services The following table sets forth the percentage of consolidated net sales by principal categories of products and services offered through our Global Distribution and Value-Added Services, Global Specialty Products, and Global Technology reportable segments: December 28, December 30, December 31, 2024 2023 2022 Global Distribution and Value -Added Services: Dental merchandise (1) 37.3 % 38.8 % 37.7 % Dental equipment (2) 13.6 13.5 13.5 Value -added services (3) 1.8 1.6 1.2 Total Dental 52.7 53.9 52.4 Medical (4) 32.2 31.7 34.4 Total Global Distribution and Value -Added Services: 84.9 85.6 86.8 Global Specialty Products (5) 11.4 10.8 10.1 Global Technology (6) 5.0 4.9 4.3 Eliminations (1.3) (1.3) (1.2) Total 100.0 % 100.0 % 100.0 % (1) Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, dental implants, gypsum, acrylics, articulators, abrasives, PPE products, and our own corporate brand of consumable merchandise.
Products and Services The following table sets forth the percentage of consolidated net sales by principal categories of products and services offered through our Global Distribution and Value-Added Services, Global Specialty Products, and Global Technology reportable segments: December 27, December 28, December 30, 2025 2024 2023 Global Distribution and Value -Added Services: Dental merchandise (1) 36.6 % 37.3 % 38.8 % Dental equipment (2) 13.6 13.6 13.5 Value -added services (3) 1.8 1.8 1.6 Total Dental 52.0 52.7 53.9 Medical (4) 32.5 32.2 31.7 Total Global Distribution and Value -Added Services: 84.5 84.9 85.6 Global Specialty Products (5) 11.7 11.4 10.8 Global Technology (6) 5.1 5.0 4.9 Eliminations (1.3) (1.3) (1.3) Total 100.0 % 100.0 % 100.0 % (1) Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum, acrylics, articulators, abrasives, PPE products and our own corporate brand of consumable merchandise.
With 93 years of experience distributing health care products, we have built a vast base of small, mid-sized and large customers in the dental and medical markets, serving more than one million customers worldwide across dental practices, laboratories, physician practices, and ambulatory surgery centers, as well as government, institutional health care clinics and other alternate care clinics.
With 94 years of experience distributing health care products, we have built a vast base of small, mid-sized and large customers in the dental and medical markets, serving more than one million customers worldwide across dental practices, laboratories, physician practices, and ambulatory surgery centers, as well as government, institutional health care clinics, home health providers, and other alternate care clinics.
Markets Served Demographic trends indicate that our markets are growing, as an aging U.S. population is increasingly using health care services. According to the U.S. Census Bureau’s International Database, between 2024 and 2034, the population of people aged 45 and older is expected to grow by approximately 10%.
Markets Served Demographic trends indicate that our markets are growing, as an aging U.S. population is increasingly using health care services. According to the U.S. Census Bureau’s International Database, between 2025 and 2035, the population of people aged 45 and older is expected to grow by approximately 10%.
Our broad global footprint has evolved over time through organic growth as well as through the contribution from our strategic acquisitions. We stock a comprehensive selection of more than 300,000 branded products and Henry Schein corporate brand products through our main distribution centers.
Our broad global footprint has evolved over time through organic growth as well as through the contribution from our strategic acquisitions. We stock a comprehensive selection of more than 300,000 branded and Henry Schein corporate brand products through our network.
Our practice management solutions provide practitioners with electronic medical records, patient treatment history, analytics, billing, accounts receivable analyses and management, appointment calendars, electronic claims processing and word processing programs, network and hardware services, e-commerce and electronic marketing services, e-Prescribe medications and prescription solutions, sourcing third party patient payment plans, and transition services and training and education programs for practitioners.
Our practice management solutions provide practitioners with electronic medical records, patient treatment history, analytics, billing, accounts receivable analyses and management, appointment calendars, revenue cycle management, clinical workflow, electronic claims processing, network and hardware services, e-commerce and electronic marketing services, e-Prescribe medications and prescription solutions, sourcing third party patient payment plans, and transition services and training and education programs for practitioners.
Certain of our businesses involve pharmaceuticals and/or medical devices, including orthopaedic, in vitro diagnostic devices, software regulated as a medical device, and sales of medical equipment and supplies directly to patients, that are paid for by third parties and/or patients and must operate in compliance with a variety of burdensome and complex coding, billing and record-keeping requirements in order to substantiate claims for payment under federal, state and commercial health care reimbursement programs.
Table of Contents Index to Financial Statements 12 Certain of our businesses involve pharmaceuticals and/or medical devices, including orthopaedic, in vitro diagnostic devices, software regulated as a medical device, and sales of medical equipment and supplies directly to patients, that are paid for by third parties and/or patients and must operate in compliance with a variety of burdensome and complex coding, billing and record-keeping requirements in order to substantiate claims for payment under federal, state and commercial/private health care reimbursement programs.
The evolving complexity of privacy and data security legislation in the United States may complicate our compliance efforts and further increase our risk of regulatory enforcement, penalties, and litigation.
The evolving complexity of privacy and data security legislation in the United States and other jurisdictions globally may complicate our compliance efforts and further increase our risk of regulatory enforcement, penalties, and litigation.
In 2024, our top 10 Global Distribution and Value-Added Services suppliers and our single largest supplier accounted for approximately 25% and 4%, respectively, of our aggregate purchases. Efficient distribution . We distribute our products from our 36 strategically located distribution centers.
In 2025, our top 10 Global Distribution and Value-Added Services suppliers and our single largest supplier accounted for approximately 25% and 4%, respectively, of our aggregate purchases. Efficient distribution . We distribute our products from our 38 strategically located distribution centers.
As a distributor of controlled substances, we are required, under the Controlled Substances Act, to obtain and renew annually registrations for our facilities from the United States Drug Enforcement Administration (“DEA”) permitting us to handle controlled substances.
As a distributor of controlled substances and List 1 and 2 chemicals, we are required, under the Controlled Substances Act, to obtain and renew annually registrations for our facilities from the United States Drug Enforcement Administration (“DEA”) permitting us to handle controlled substances.
The GDPR also provides rights to Data Subjects relating notably to information, access, rectification, erasure of the personal data and the right to object to the processing. Despite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws (UK GDPR).
The GDPR also provides rights to Data Subjects relating notably to information, access, rectification, erasure of the personal data and the right to object to the processing. Despite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws (UK GDPR) and has implemented further data protection related legislation.
Our infrastructure, including over 5.4 million square feet of space in 36 strategically located distribution centers and 0.5 million square feet of space in 15 manufacturing facilities around the world, enables us to historically provide rapid and accurate order fulfillment, better serve our customers and increase our operating efficiency.
Our infrastructure, including over 5.4 million square feet of space in 38 strategically located distribution centers and 0.6 million square feet of space in 17 manufacturing facilities around the world, enables us to historically provide rapid and accurate order fulfillment, better serve our customers and increase our operating efficiency.
We have significant cross-selling opportunities between our dental software users and our dental customers, and opportunities to expand our vaccine, injectables and other pharmaceuticals sales to health care practitioners, as well as cross-selling EHR systems and software when we sell our core products.
We have significant cross-selling opportunities between our dental software users and our dental customers, and opportunities to expand our vaccine, injectables and other pharmaceuticals sales to health care practitioners, as well as cross-selling Electronic Health Record (“EHR”) systems and software when we sell our core products.
With respect to measures of this type, the United States government (among others) has expressed concerns about financial relationships between suppliers, manufacturers and distributors on the one hand and physicians, dentists and other health care professionals on the other. As a result, we regularly review and revise our marketing practices as necessary to facilitate compliance.
With respect to measures of this type, the United States government and industry trade associations (among others) have expressed concerns about financial relationships among suppliers, manufacturers and distributors on the one hand and physicians, dentists and other health care professionals on the other. As a result, we regularly review and revise our marketing practices as necessary to facilitate compliance.
In order not to hinder the mandatory use of EUDAMED by the functional delay of a single module, the new Regulation No. 2024/1860 of 13 June 2024 has therefore amended Article 34 of the EU MDR to organize a gradual commissioning of the various modules of EUDAMED, once they have been independently audited and declared operational by means of a Commission notice published in the Official Journal of the European Union.
In order not to hinder the mandatory use of EUDAMED by the functional delay of a single module, Regulation No. 2024/1860 of 13 June 2024 has Table of Contents Index to Financial Statements 16 therefore amended Article 34 of the EU MDR to organize a gradual commissioning of the various modules of EUDAMED, once they have been independently audited and declared operational by means of a Commission notice published in the Official Journal of the European Union.
Other laws, referred to as “anti-kickback laws,” prohibit soliciting, offering, receiving or paying remuneration in order to induce the referral of a patient or ordering, purchasing, leasing or arranging for, or recommending, ordering, purchasing or leasing of, items or services that are paid for by federal, state and other health care payers and programs.
Other laws, referred to as “anti-kickback laws,” prohibit Table of Contents Index to Financial Statements 17 soliciting, offering, receiving or paying remuneration in order to induce the referral of a patient or ordering, purchasing, leasing or arranging for, or recommending, ordering, purchasing or leasing of, items or services that are paid for by federal, state and other health care payers and programs.
Table of Contents Index to Financial Statements 21 Various federal initiatives involve the adoption and use by health care providers of certain EHR systems and processes. The initiatives include, among others, programs that incentivize physicians and dentists, through MIPS, to use EHR technology in accordance with certain evolving requirements, including regarding quality, promoting interoperability, cost and improvement activities.
Various federal initiatives involve the adoption and use by health care providers of certain EHR systems and processes. The initiatives include, among others, programs that incentivize physicians and dentists, through MIPS, to use EHR technology in accordance with certain evolving requirements, including regarding quality, promoting interoperability, cost and improvement activities.
Title II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”), Table of Contents Index to Financial Statements 13 establishes a national electronic, interoperable system to identify and trace certain prescription drugs as they are distributed in the United States that went into effect on November 27, 2023.
Title II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”), establishes a national electronic, interoperable system to identify and trace certain prescription drugs as they are distributed in the United States that went into effect on November 27, 2023.
Also, the European Parliament and the Council of the EU adopted the pan-European General Data Protection Regulation (“GDPR”), effective from May 25, 2018, which increased privacy rights for individuals (“Data Subjects”), including individuals who are our customers, suppliers and employees.
Also, the European Parliament and the Council of the EU adopted the pan-European General Data Protection Regulation (“GDPR”), that has been effective since May 25, 2018, which increased privacy rights for individuals (“Data Subjects”), including individuals who are our customers, suppliers and employees.
The FDA also stated that, for the purposes of these exemptions, eligible trading partners are those who have initiated their systems and processes by successfully completing data connections with their immediate trading partners, and those trading partners who initiated processes including documentation of efforts to establish data connections, but were not able to fully complete these processes.
The FDA also stated that, for the purposes of these exemptions, eligible trading partners are those who have initiated their systems and processes by successfully completing data connections with their immediate trading partners, and those trading Table of Contents Index to Financial Statements 14 partners who initiated processes including documentation of efforts to establish data connections, but were not able to fully complete these processes.
These businesses include those that distribute, manufacture, relabel, and/or repackage prescription pharmaceuticals and/or medical devices and/or HCT/P products, or own pharmacy operations, or install, maintain or repair equipment.
These businesses include those that distribute, manufacture, relabel, and/or repackage prescription pharmaceuticals and/or medical devices and/or HCT/P products, or own pharmacy operations, or install, maintain or repair equipment, including X-ray machines.
Our philosophy is grounded in our commitment to help customers operate a more efficient and successful business so the practitioner can provide better clinical care.
Our philosophy is grounded in our commitment to serve as trusted advisors and help customers operate a more efficient and successful business so the practitioner can provide better clinical care.
In addition, Section 301 of the National Organ Transplant Act, and a number of comparable state laws, impose civil and/or criminal penalties for the transfer of human organs, as defined in the regulations, for valuable consideration, while generally permitting payments for the reasonable costs incurred in their procurement, processing, storage and distribution.
Table of Contents Index to Financial Statements 15 In addition, Section 301 of the National Organ Transplant Act, and a number of comparable state laws, impose civil and/or criminal penalties for the transfer of human organs, as defined in the regulations, for valuable consideration, while generally permitting payments for the reasonable costs incurred in their procurement, processing, storage and distribution.
These various evolving efforts create uncertainty and may adversely affect our business. As a result of political, economic and regulatory influences, the health care distribution industry in the United States is under intense scrutiny and subject to fundamental changes.
These various evolving efforts create uncertainty and may adversely affect our business. Table of Contents Index to Financial Statements 19 As a result of political, economic and regulatory influences, the health care distribution industry in the United States is under intense scrutiny and subject to fundamental changes.
In collaboration with leading clinicians, our research and development teams drive innovation to enhance patient care. With manufacturing facilities in the Table of Contents Index to Financial Statements 8 Unted States, Mexico, and France, we serve dental practices in over 70 countries through our specialized sales force, international partners, and the Henry Schein distribution network. • Endodontics .
In collaboration with leading clinicians, our research and development teams drive innovation to enhance patient care. With manufacturing facilities in the Unted States, Mexico, and France, we serve dental practices in over 70 countries through our specialized sales force, international partners, and the Henry Schein distribution network. • Endodontics .
With regard to our dental software, we compete against numerous companies, including the Eaglesoft division of Patterson Companies, Inc., Carestream Dental LLC, Centaur Software Development Co Pty Ltd. (d.b.a. dental4windows, dental4web), Open Dental Software, Inc., PlanetDDS LLC, Good Methods Global Inc. (d.b.a. CareStack), Curve Dental, LLC., the NextGen division of Quality Systems, Inc., eClinicalWorks and Epic Systems Corporation.
Within Global Technology, we compete against numerous dental software providers, including the Eaglesoft division of Patterson Companies, Inc., Carestream Dental LLC, Centaur Software Development Co Pty Ltd. (d.b.a. dental4windows, dental4web), Open Dental Software, Inc., PlanetDDS LLC, Good Methods Global Inc. (d.b.a. CareStack), Curve Dental, LLC., the NextGen division of Quality Systems, Inc., eClinicalWorks and Epic Systems Corporation.
We are also subject to other statutory and regulatory requirements relating to the storage, sale, marketing, handling, reporting, record-keeping and distribution of such drugs, in accordance with the Controlled Substances Act and its implementing regulations, and these requirements have been subject to heightened enforcement activity in recent times. We are subject to inspection by the DEA.
We are also subject to other statutory and regulatory requirements relating to the storage, sale, marketing, handling, reporting, record-keeping and distribution of such drugs and List 1 and 2 chemicals, in accordance with the Controlled Substances Act and its implementing regulations, and these requirements have been subject to heightened enforcement activity in recent times.
Our acquisition strategy is focused on investments in companies that add new customers and sales teams, increase our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we have already invested in businesses), and finally, those that enable us to access new products and technologies.
Our acquisition strategy is focused on investments in companies, including high growth high margin businesses aligned with our BOLD+1 strategy, that add new customers and sales teams, increase our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we have already invested in businesses), and finally, those that enable us to access new products and technologies.
These Table of Contents Index to Financial Statements 19 information technology systems may be vulnerable to breakdown, wrongful intrusions, data breaches and malicious attack, which could require us to expend significant resources to eliminate these problems and address related security concerns and could involve claims against us by private parties and/or governmental agencies.
These information technology systems may be vulnerable to breakdown, wrongful intrusions, data breaches and malicious attack, which could require us to expend significant resources to eliminate these problems and address related security concerns and could involve claims against us by private parties and/or governmental agencies.
Certain of our businesses are subject to various additional federal, state, local and foreign laws and regulations, including with respect to the sale, transportation, importation, storage, handling and disposal of hazardous or potentially hazardous substances; “forever chemicals” such as per-and polyfluoroalkyl substances; amalgam bans; pricing disclosures; supply chain transparency around labor practices; and safe working conditions.
Certain of our businesses are subject to various additional federal, state, local and foreign laws and regulations, including with respect to the sale, transportation, importation, storage, handling and disposal of hazardous or potentially hazardous substances; “forever chemicals” such as per-and polyfluoroalkyl substances; warnings related to potential cancer or reproductive harm linked to chemicals; amalgam bans; pricing disclosures; supply chain transparency around human trafficking and labor practices; and safe working conditions.
Federal, state and certain Table of Contents Index to Financial Statements 12 foreign governments have also increased enforcement activity in the health care sector, particularly in areas of fraud and abuse, anti-bribery and anti-corruption, controlled substances handling, medical device regulations and data privacy and security standards.
Federal, state and certain foreign governments have also increased enforcement activity in the health care sector, particularly in areas of fraud and abuse, anti-bribery and anti-corruption, controlled substances handling, medical device regulations and data privacy and security standards.
Additionally, Washington state and Nevada have enacted specific health data privacy laws, and other states are considering similar legislation. Additional states are expected to pass their own versions of data privacy laws in the future.
Additionally, Washington state and Nevada have enacted specific health data privacy laws, and other states are considering similar legislation. Additional states are expected to pass their Table of Contents Index to Financial Statements 21 own versions of data privacy laws in the future.
Bribery Act, German anti-corruption laws Table of Contents Index to Financial Statements 17 and other anti-bribery laws and laws pertaining to the accuracy of our internal books and records, which have been the focus of increasing enforcement activity globally in recent years.
Bribery Act, German anti-corruption laws and other anti-bribery laws and laws pertaining to the accuracy of our internal books and records, which have been the focus of increasing enforcement activity globally in recent years.
Bribery Act, German Table of Contents Index to Financial Statements 22 anti-corruption laws and other anti-bribery laws and laws pertaining to the accuracy of our internal books and records, as well as other types of foreign requirements similar to those imposed in the United States.
Bribery Act, German anti-corruption laws and other anti-bribery laws and laws pertaining to the accuracy of our internal books and records, as well as other types of foreign requirements similar to those imposed in the United States.
For information on revenues and long-lived assets by geographic area, see Note 4 – Segment and Geographic Data of “Notes to Consolidated Financial Statements.” Seasonality and Other Factors Affecting Our Business and Quarterly Results We experience fluctuations in quarterly earnings.
For information on revenues and long-lived assets by geographic area, see Note 4 – Segment and Geographic Data of “Notes to Consolidated Financial Statements.” Seasonality and Other Factors Affecting Our Business and Quarterly Results Our business is subject to seasonal and other quarterly fluctuations.
Other Executive Management The following table sets forth certain information regarding other Executive Management as of February 25, 2025: Name Age Position R.
Other Executive Management The following table sets forth certain information regarding other Executive Management as of February 24, 2026: Name Age Position R.
Uncertainty about compliance with the GDPR and EU data protection laws remains, with the possibility that data protection authorities located in different EU Member States may interpret GDPR differently, or requirements of national laws may vary between the EU Member States, or guidance on GDPR and compliance practices may be often updated or otherwise revised.
Data protection authorities located in different EU Member States and in the UK may interpret GDPR/UK GDPR differently, or requirements of national laws may vary between the EU Member States and the UK, or guidance on GDPR/UK GDPR and compliance practices may be often updated or otherwise revised.
As of December 28, 2024, we had an active user base of approximately 100,000 practices and 321,000 consumers, including users of AxiUm®, Dentally®, Dentrix Ascend®, DentalVision®, Dentrix® Dental Systems, EXACT®, Gesden®, Jarvis Analytics®, Julie® Software, Oasis, Officite™, OrisLine®, PBS Endo®, Power Practice® Px and subscriptions for Demandforce®, Sesame, and Lighthouse 360® for dental practices and DentalPlans.com® for dental patients.
As of December 27, 2025, we had an active user base of approximately 95,000 practices and 324,000 consumers, including users of AxiUm®, Dentally®, Dentrix Ascend®, DentalVision®, Dentrix® Dental Systems, EXACT®, Gesden®, Jarvis Analytics®, Oasis, Officite™, OrisLine®, PBS Endo®, Power Practice® Px and subscriptions for Demandforce®, Sesame, and Lighthouse 360® for dental practices and DentalPlans.com® for dental patients.
In 2024, we recognized 15 award winners around the world at our Global Directors and Vice Presidents Management Meeting.
In 2025, we recognized 16 award winners around the world at our Global Directors and Vice Presidents Management Meeting.
Since joining us in 2019, Mr. Popeck has held several key positions including Chief Executive Officer, Healthcare Specialties Group, and President of our Healthcare Specialties Group. Prior to joining Henry Schein, Mr. Popeck held various sales leadership and general management executive positions at Stryker. Walter Siegel has been our Senior Vice President and Chief Legal Officer since 2021. Previously, Mr.
Since joining us in 2019, Mr. Popeck has held several key positions including Chief Executive Officer, Healthcare Specialties Group, and President of our Healthcare Specialties Group. Prior to joining Henry Schein, Mr. Popeck held various sales leadership and general management executive positions at Stryker.
We continue to enhance our marketing technology to improve our targeting capability and the relevance of messaging and offers. • Telesales.
We continue to leverage our marketing technology and data insights to improve our targeting capability and the relevance of messaging and offers. • Telesales.
Moreover, in order to satisfy our customers, and comply with evolving legal requirements, our products may need to incorporate increasingly complex functionality, such as with respect to reporting and information blocking.
Table of Contents Index to Financial Statements 22 Moreover, in order to satisfy our customers, and comply with evolving legal requirements, our products may need to incorporate increasingly complex functionality, such as with respect to reporting and information blocking.
We also provide staffing services, dental practice valuation and brokerage services. Global Specialty Products • Dental implants and digital solutions. We develop, manufacture, market and distribute a broad portfolio of dental implants, prosthetic components, instruments and digital workflow solutions for implant-based tooth restorations.
We also provide staffing services, dental practice valuation and brokerage services. Table of Contents Index to Financial Statements 8 Global Specialty Products • Dental implants and digital solutions. We develop, manufacture, market and distribute a broad portfolio of patented and evidence-based dental implants, prosthetic components, instruments and digital workflow solutions for implant-based tooth restorations.
We are headquartered in Melville, New York and employ approximately 25,000 people. Approximately 49% of our workforce is based in the United States and 51% outside of the United States. Our operations or affiliates are located in 33 countries and territories.
We are headquartered in Melville, New York and employ more than 25,000 people. Approximately 48% of our workforce is based in the United States and 52% outside of the United States. Our operations or affiliates are located in 34 countries and territories.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of national brand and corporate brand merchandise, as well as equipment and related technical services. This segment also includes value-added services such as financial services, continuing education services, consulting and other services.
We conduct our business through three reportable segments: • Global Distribution and Value-Added Services: distribution to the global dental and medical markets of national brand and corporate brand merchandise, as well as equipment and related technical services. This segment also includes value-added services such as financial services, continuing education services, consulting and other practice services.
Prior to Bristol- Myers Squibb, he served as North American Director of Corporate Audit at PepsiCo, and held several roles of increasing responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States, Europe, and Latin America. Mr. South is a Certified Public Accountant.
South held leadership roles at Bristol-Myers Squibb and PepsiCo, and held several roles of increasing responsibility with PricewaterhouseCoopers LLP, where he advised clients located in the United States, Europe, and Latin America. Mr. South is a Certified Public Accountant.
It also has accelerated the growth of HMOs, group practices, other managed care accounts and collective buying groups such as DSOs and GPOs, which, in addition to their emphasis on obtaining products at competitive prices, tend to favor distributors capable of providing specialized management information support.
It also has accelerated the growth of Health Maintenance Organizations (“HMOs”), management service organizations, group practices, other managed care accounts and collective buying groups such as Dental Service Organizations (“DSOs”) and Group Purchasing Organizations (“GPOs”), which, in addition to their emphasis on obtaining products at competitive prices, tend to favor distributors capable of providing specialized management information support.
Steven Boggan has been our Co-Chief Executive Officer, Global Oral Reconstruction Group since April 2024. As Co-CEO of our Global Oral Reconstruction Group, which is part of our Specialty Products and Other segment, Mr. Boggan leads commercial operations in the Americas, the Middle East, and Africa, as well as global marketing and R&D. Mr.
Steven Boggan has been our Chief Executive Officer, Global Oral Reconstruction Group since July 2025. As CEO of our Global Oral Reconstruction Group, which is part of our Global Specialty Products segment, Mr. Boggan leads commercial operations in the Americas, global marketing, and R&D. Mr.
We continue to publish our United States Equal Employment Opportunity Commission (“EEOC”) EEO-1 data for the U.S. • Completed our first year of Henry Schein Games, a global virtual platform that drives community and engagement and offers field-day type in-person events at various global locations that brought TSMs together through friendly competition by earning points for their team by engaging in cultural-related activities and posting photos. • Expanded the number of Connection Days throughout the globe at Henry Schein facilities, which were designed to boost team morale by bringing TSMs together to participate in team building activities at least once per quarter. • Continued focus on our Employee Resource Groups (“ERGs”), a vehicle for all TSMs to share, connect, learn and develop both personally and professionally.
We continue to expand our learning journey, educating TSMs on key topics that help us develop a culture of inclusion and understanding. • Completed our second year of Henry Schein Games, a global virtual platform that drives community and engagement and offers field-day type in-person events at various global locations that brought TSMs together through friendly competition by earning points for their team by engaging in cultural- related activities and posting photos. • Expanded the number of Connection Days throughout the globe at Henry Schein facilities, which were designed to boost team morale by bringing TSMs together to participate in team building activities at least once per quarter. • Continued focus on our Employee Resource Groups (“ERGs”), a vehicle for all TSMs to share, connect, learn, and develop both personally and professionally.
Our businesses’ failure to comply with these laws and regulations could expose us to breach of contract claims, substantial fines, penalties and other liabilities and expenses, costs for remediation and harm to our reputation.
Our businesses’ failure to comply with these laws and regulations could expose us to breach of contract claims, Table of Contents Index to Financial Statements 20 substantial fines, penalties and other liabilities and expenses, government investigations, litigation, costs for remediation and harm to our reputation.
This segment also markets and sells under our own corporate brand, a portfolio of cost-effective, high- quality consumable merchandise. Global Specialty Products includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care- related products and services.
This segment also markets and sells under our own corporate brand, a portfolio of cost-effective, high-quality consumable merchandise; • Global Specialty Products: manufacturing, marketing and sales of dental implant and biomaterial products; endodontic, orthodontic and orthopedic products and other health care-related products and services; and • Global Technology: development and distribution of practice management software, e-services, and other products, which are distributed to health care providers.
New state-level payment and delivery system reform programs, including those modeled after such federal programs, are also increasingly being rolled out through Medicaid administrators, as well as through the private sector, which may further alter the marketplace and impact our business.
MACRA continues to evolve and its implications depend on future regulatory activity and physician activity in the marketplace. New state-level payment and delivery system reform programs, including those modeled after such federal programs, are also increasingly being rolled out through Medicaid administrators, as well as through the private sector, which may further alter the marketplace and impact our business.
Table of Contents Index to Financial Statements 25 Information about our Executive Officers The following table sets forth certain information regarding our executive officers as of February 25, 2025: Name Age Position Stanley M. Bergman 75 Chairman, Chief Executive Officer, Director Andrea Albertini 54 Chief Executive Officer, Global Distribution and Technology James P.
Table of Contents Index to Financial Statements 26 Information about our Executive Officers The following table sets forth certain information regarding our executive officers as of February 24, 2026: Name Age Position Stanley M. Bergman 76 Chairman, Chief Executive Officer, Director Andrea Albertini 55 Chief Executive Officer, Global Distribution and Technology Michael S.
Between 2024 and 2044, this age group is expected to grow by approximately 18%. This compares with expected total U.S. population growth rates of approximately 4% between 2024 and 2034 and approximately 6% between 2024 and 2044.
Between 2025 and 2045, this age group is expected to grow by approximately 17%. This compares with expected total U.S. population growth rates of approximately 4% between 2025 and 2035 and approximately 6% between 2025 and 2045.
CMS publishes information from these reports on a publicly available website, including amounts transferred and physician, dentist, teaching hospital, and non-physician practitioner identities.
CMS publishes information from these reports on a publicly available website, including amounts transferred and physician, dentist, teaching Table of Contents Index to Financial Statements 18 hospital, and non-physician practitioner identities.
At Henry Schein, our employees continue to be one of our greatest assets. We employ approximately 25,000 people, with approximately 49% of our workforce based in the United States and approximately 51% based outside of the United States. We have approximately 13% of our employees that are subject to collective bargaining agreements.
At Henry Schein, our employees continue to be one of our greatest assets. We employ more than 25,000 people, with approximately 48% of our workforce based in the United States and approximately 52% based outside of the United States. Approximately 14% of our employees are subject to collective bargaining agreements. We believe that our relations with our employees are excellent.
We distribute consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, dental specialty products, diagnostic tests, infection-control products and vitamins. We stock a comprehensive selection of more than 300,000 branded products and Henry Schein corporate brand products through our main distribution centers.
We distribute consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, dental specialty products, diagnostic tests, infection-control products and vitamins. We stock a comprehensive selection of more than 300,000 products and Henry Schein corporate brand cost-effective, high-quality consumable merchandise and specialty products. • Home health business.
In addition, cybersecurity laws such as the federal Cyber Incident Reporting for Critical Infrastructure Act of 2022, proposed Federal Acquisition Regulations, and amendments to SEC reporting requirements may require us to provide notifications about cybersecurity incidents in limited timeframes and before investigations are complete.
In addition to state-specific data breach notification laws (which exist in all U.S. states and territories), cybersecurity laws such as the federal Cyber Incident Reporting for Critical Infrastructure Act of 2022, proposed Federal Acquisition Regulations, and amendments to SEC reporting requirements require us to provide notifications about material cybersecurity incidents in limited timeframes and before investigations are complete.
Throughout 2024, we rolled out a continuous listening program that used various vehicles, including The Pulse Global Culture Survey and TSM roundtables, to garner feedback from our TSMs on their employee experience. We believe that a great employee experience also drives a great customer experience.
Throughout 2025, we continued listening to our team through our continuous listening program, including The Pulse Global Culture Survey, quarterly Pulse surveys, and TSM roundtables, to garner feedback from our TSMs on their employee experience. We believe that a great employee experience also drives a great customer experience.
The UDI regulations and subsequent FDA guidance regarding the UDI requirements provide for certain exceptions, alternatives and time extensions. For example, the UDI regulations include a general exception for Class I devices exempt from the Quality System Regulation (other than record-keeping requirements and complaint files).
For example, the UDI regulations include a general exception for Class I devices exempt from the Quality System Regulation (other than record-keeping requirements and complaint files).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we are unable to react effectively to these and other changes in the health care industry, our business could be materially adversely affected. The ACA greatly expanded health insurance coverage in the United States and has been the target of legal and political challenges since its adoption.
Biggest changeIn addition, a number of states are considering and enacting laws or regulations to expand their oversight of health care transactions, which may impact the financial stability and strategic opportunities of certain of our customers. If we are unable to react effectively to these and other changes in the health care industry, our business could be materially adversely affected.
COMPANY RISKS We are dependent upon third parties for the manufacture and supply of a significant volume of our products and where we manufacture products, we are dependent upon third parties for raw materials and purchased components. We obtain a significant volume of the products we distribute from third parties, with whom we generally do not have long-term contracts.
COMPANY RISKS We are dependent upon third parties for the manufacture/supply of a significant volume of our products and where we manufacture products, we are dependent upon third parties for raw materials/purchased components. We obtain a significant volume of the products we distribute from third parties, with whom we generally do not have long-term contracts.
Among other things, such laws and the regulations promulgated thereunder: • regulate the introduction, manufacture, advertising, marketing, promotion, sampling, pricing, reimbursement, labeling, packaging, storage, handling, returning, recalling, reporting, distribution of, and recordkeeping for drugs, HCT/P products and medical devices, including unique device identifiers; • subject us to inspection by the FDA, OSHA, and DEA and similar state authorities; • regulate the storage, transportation and disposal of hazardous materials; • require us to advertise and promote our drugs and devices in accordance with FDA regulations; • require us to report average sales price (ASP) to CMS for drugs or biologicals payable under Medicare Part B with or without a Medicaid drug rebate agreement; • require registration with the FDA and the DEA and various state agencies; • require us to design and operate a system to identify and report suspicious orders of controlled substances to the DEA and certain states; • require us to manage returns of products that have been recalled and subject us to inspection of our recall procedures and activities; • impose on us reporting requirements if a pharmaceutical, HCT/P product or medical device causes an adverse event, serious illness, injury or death; • require manufacturers, wholesalers, re-packagers and dispensers of prescription drugs to identify and trace certain prescription drugs as they are distributed; • require the licensing of prescription drug wholesalers and third-party logistics providers; and • mandate compliance with standards for the recordkeeping, storage, handling and documentation of transactions involving prescription drugs and associated reporting requirements.
Among other things, such laws and the regulations promulgated thereunder: • regulate the introduction, manufacture, advertising, marketing, promotion, sampling, pricing, reimbursement, labeling, packaging, storage, handling, returning, recalling, reporting, distribution of, disposal, and recordkeeping for drugs, HCT/P products and medical devices, including unique device identifiers; • subject us to inspection by the FDA, OSHA, and DEA and similar state authorities; • regulate the storage, transportation and disposal of hazardous materials; • require us to advertise and promote our drugs and devices in accordance with FDA regulations; • require us to report average sales price (ASP) to CMS for drugs or biologicals payable under Medicare Part B with or without a Medicaid drug rebate agreement; • require registration with the FDA and the DEA and various state agencies; • require us to design and operate a system to identify and report suspicious orders of controlled substances to the DEA and certain states; • require us to manage returns of products that have been recalled and subject us to inspection of our recall procedures and activities; • impose on us reporting requirements if a pharmaceutical, HCT/P product or medical device causes an adverse event, serious illness, injury or death; • require manufacturers, wholesalers, re-packagers and dispensers of prescription drugs to identify and trace certain prescription drugs as they are distributed; • require the licensing of prescription drug wholesalers and third-party logistics providers; and • mandate compliance with standards for the recordkeeping, storage, handling and documentation of transactions involving prescription drugs and devices and associated reporting requirements.
In the United States, the CCPA, effective January 1, 2020, establishes a privacy framework for covered businesses such as ours by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for California residents and creating a new and potentially severe statutory damages framework for violations of the CCPA, as well as potentially severe statutory damages and private a right of action against businesses that suffer a data security breach due to their violation of a duty to implement reasonable security procedures and practices.
In the United States, the CCPA, effective January 1, 2020, establishes a privacy framework for covered businesses such as ours by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for California residents and creating a new and potentially severe statutory damages framework for violations of the CCPA, as well as potentially severe statutory damages and a private right of action against businesses that suffer a data security breach due to their violation of a duty to implement reasonable security procedures and practices.
While we believe we have substantially compliant programs and controls in place to comply with privacy laws domestically and internationally, our compliance with data privacy and cybersecurity laws is likely to impose additional costs on us, and we cannot predict whether the interpretations of the requirements, or changes in our practices in response to new requirements or interpretations of the requirements, could have a material adverse effect on our business.
While we believe we have substantially compliant programs and controls in place to comply with privacy laws domestically and internationally, our compliance with data privacy and cybersecurity laws is likely to impose additional costs on us, and we cannot predict whether the interpretations of the requirements, or changes in our practices in response to new requirements/interpretations, could have a material adverse effect on our business.
A cyberattack that bypasses or compromises our IS cybersecurity and/or general information technology (“IT”) controls (including third-party systems we rely on) causing an IS security breach may lead, and has in the past led, to a disruption of our IS business systems (including third-party systems we rely on), interruption of operations (including, without limitation, receiving, verifying and processing customer orders, customer service, accounts payable, warehouse management and shipping and systems tied to internal controls over financial reporting), the loss or alteration of business, financial and other protected information, a negative impact on our financial performance, and to an adverse impact on our financial accounting and reporting controls.
A cyberattack that bypasses or compromises our, or our vendors’, IS cybersecurity and/or general information technology (“IT”) controls (including third-party systems we rely on) causing an IS security breach may lead, and has in the past led, to a disruption of our, or our vendors’, IS business systems (including third-party systems we rely on), interruption of operations (including, without limitation, receiving, verifying and processing customer orders, customer service, accounts payable, warehouse management and shipping and systems tied to internal controls over financial reporting), the loss or alteration of business, financial and other protected information, a negative impact on our financial performance, and to an adverse impact on our financial accounting and reporting controls.
We are directly or indirectly subject to numerous and evolving federal, state, local and foreign laws and regulations that protect the privacy and security of personal information (including health data), such as HIPAA, CAN-SPAM, TCPA, Section 5 of the FTC Act, the CCPA and various other privacy laws that have or will soon come into effect.
We are directly or indirectly subject to numerous and evolving federal, state, local and foreign laws and regulations that protect the privacy and security of personal information (including health data), such as HIPAA, CAN-SPAM, TCPA, Section 5 of the FTC Act, the CCPA/CPRA and various other privacy laws that have or will soon come into effect.
Among other things, the EU MDR: • strengthens the rules on placing devices on the market and reinforces surveillance thereafter; • establishes explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; • improves the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; • sets up a central database (EUDAMED) to provide patients, health care professionals and the public with comprehensive information on devices, importers, and distributors registered in the EU; • strengthens rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market; and • contains specific provisions in the event of interruption or discontinuation of supply of a device.
Among other things, as mentioned above, the EU MDR: • strengthens the rules on placing devices on the market and reinforces surveillance thereafter; • establishes explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; • improves the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; • sets up a central database (EUDAMED) to provide patients, health care professionals and the public with comprehensive information on devices, importers, and distributors registered in the EU; • strengthens rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market; and • contains specific provisions in the event of interruption or discontinuation of supply of a device.
Uncertain global and domestic macro-economic and political conditions that affect the economy and the economic outlook of the United States, Europe, Asia and other parts of the world could have a material adverse effect our business, financial condition or operating results.
Uncertain global and domestic macro-economic and political conditions that affect the economy and the economic outlook of the United States, Europe, Asia and other parts of the world could have a material adverse effect on our business, financial condition or operating results.
In addition to immaterial and unrelated prior incidents at certain of our subsidiaries, in October 2023 Henry Schein experienced a cybersecurity incident that primarily affected the operations of our North American and European dental and medical distribution businesses.
In addition to immaterial and unrelated incidents at certain of our subsidiaries, in October 2023 Henry Schein experienced a cybersecurity incident that primarily affected the operations of our North American and European dental and medical distribution businesses.
Our ability to locate qualified, economically stable suppliers who satisfy our requirements, and to acquire sufficient products in a timely and effective manner, is critical to ensuring, among other things, that customer confidence is not diminished.
Our ability to locate qualified, economically stable suppliers who satisfy our requirements, and to acquire sufficient products in a timely and effective manner, are critical to ensuring, among other things, that customer confidence is not diminished.
These uncertainties, include, among other things, those listed under “Managements Discussion and Analysis of Financial Condition and Results of Operations, Cautionary Note Regarding Forward-Looking Statements.” Additionally, changes in government, government debt and/or budget crises may lead to reductions in government spending in certain countries, which could reduce overall health care spending and/or lead to higher income or corporate taxes, which could depress spending overall.
These uncertainties, include, among other things, those listed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Cautionary Note Regarding Forward-Looking Statements.” Additionally, changes in government, government debt and/or budget crises may lead to reductions in government spending in certain countries, which could reduce overall health care spending and/or lead to higher income or corporate taxes, which could depress spending overall.
If investments in such emerging technologies are less successful at attracting and retaining customers than similar investments by our competitors, or if we are otherwise unsuccessful at realizing the benefits of these technological investments generally, this could have a material adverse effect on our business, financial condition, or operating results.
Additionally, if investments in emerging technologies are less successful at attracting and retaining customers than similar investments by our competitors, or if we are otherwise unsuccessful at realizing the benefits of these technological investments generally, this could have a material adverse effect on our business, financial condition, or operating results.
In addition to health information in our customers’ electronic medical and dental records, certain of our IS stores other sensitive personal and financial information, such as health care and other information related to our employees and individuals we service, as well as other sensitive information such as credit card information from our third-party business partners, that is confidential, and in many cases subject to privacy laws.
In addition to health information in our customers’ electronic medical and dental records, certain of our IS store other sensitive personal and financial information, such as health care and other information related to our employees and individuals we service, as well as other sensitive information such as credit card information from our third-party business partners, that is confidential, and in many cases subject to privacy laws.
Our global operations are subject to risks that could materially adversely affect our business, including, among other things: • difficulties and costs relating to staffing and managing foreign operations; • difficulties and delays inherent in sourcing products, establishing channels of distribution and contract manufacturing in foreign markets; • fluctuations in the value of foreign currencies; • uncertainties relating to trade agreements and international trade relationships; • longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions; • repatriation of cash from our foreign operations to the United States; • regulatory requirements, including, without limitation, anti-bribery, anti-corruption and laws pertaining to the accuracy of our internal books and records; • litigation risks; • unexpected difficulties in importing or exporting our products and import/export tariffs, quotas, sanctions or penalties; • limitations on our ability under local laws to protect our intellectual property; • unexpected regulatory, legal, economic and political changes in foreign markets; • changes in tax regulations that influence purchases of capital equipment; • civil disturbances, geopolitical turmoil, including terrorism, war or political or military coups; and • risks associated with climate change, including physical risks such as impacts from extreme weather events and other potential physical consequences, regulatory and technological requirements, market developments, stakeholder expectations and reputational risk.
Our global operations are subject to risks that could materially adversely affect our business, including, among other things: Table of Contents Index to Financial Statements 42 • difficulties and costs relating to staffing and managing foreign operations; • difficulties and delays inherent in sourcing products, establishing channels of distribution and contract manufacturing in foreign markets; • fluctuations in the value of foreign currencies; • uncertainties relating to trade agreements and international trade relationships; • longer payment cycles and difficulty of collecting receivables in foreign jurisdictions; • repatriation of cash from our foreign operations to the United States; • regulatory requirements, including, without limitation, anti-bribery, anti-corruption and laws pertaining to the accuracy of our internal books and records; • litigation risks; • unexpected difficulties in importing or exporting our products and import/export tariffs, quotas, sanctions or penalties; • limitations on our ability under local laws to protect our intellectual property; • unexpected regulatory, legal, economic and political changes in foreign markets; • changes in tax regulations that influence purchases of capital equipment; • civil disturbances, geopolitical turmoil, including terrorism, war or political or military coups; and • risks associated with climate change, including physical risks such as impacts from extreme weather events and other potential physical consequences, regulatory and technological requirements, market developments, stakeholder expectations and reputational risk.
Our ability to successfully implement our acquisition and joint venture strategy depends upon, among other things, the following: • the availability of suitable acquisition or joint venture candidates at acceptable prices; • our ability to consummate such transactions, which could potentially be prohibited due to U.S. or foreign antitrust regulations; • the liquidity of our investments and the availability of financing on acceptable terms; • our ability to retain customers or product lines of the acquired businesses or joint ventures; • our ability to retain, recruit and incentivize the management of the companies we acquire; and • our ability to successfully integrate these companies’ operations, systems, services, products and personnel with our culture, management policies, legal, regulatory and compliance policies, information technology and cybersecurity systems and policies, internal procedures, working capital management, financial, operational and internal controls and strategies.
Our ability to successfully implement our acquisition and joint venture strategy depends upon, among other things, the following: • the availability of suitable acquisition or joint venture candidates at acceptable prices; Table of Contents Index to Financial Statements 30 • our ability to consummate such transactions, which could potentially be prohibited due to U.S. or foreign antitrust regulations; • the liquidity of our investments and the availability of financing on acceptable terms; • our ability to retain customers or product lines of the acquired businesses or joint ventures; • our ability to retain, recruit and incentivize the management of the companies we acquire; and • our ability to successfully integrate these companies’ operations, systems, services, products and personnel with our culture, management policies, legal, regulatory and compliance policies, information technology and cybersecurity systems and policies, internal procedures, working capital management, financial, operational and internal controls and strategies.
The FDA and DEA, as well as CMS (including with respect to complex Medicare reimbursement requirements applicable to our specialty home medical supplies business) and state Medicaid agencies, have recently increased their regulatory and enforcement activities and, in particular, the DEA has heightened enforcement activities due to the opioid crisis in the United States.
The FDA, DEA, OCR, and state privacy regulators, as well as CMS (including with respect to complex Medicare reimbursement requirements applicable to our specialty home medical supplies business) and state Medicaid agencies, have recently increased their regulatory and enforcement activities and, in particular, the DEA has heightened enforcement activities due to the opioid crisis in the United States.
While there is typically more than one source of supply, some key suppliers, in the aggregate, supply a significant portion of the products we sell. In 2024, our top 10 Global Distribution and Value- Added Services suppliers and our single largest supplier accounted for approximately 25% and 4%, respectively, of our aggregate purchases.
While there is typically more than one source of supply, some key suppliers, in the aggregate, supply a significant portion of the products we sell. In 2025, our top 10 Global Distribution and Value- Added Services suppliers and our single largest supplier accounted for approximately 24% and 4%, respectively, of our aggregate purchases.
Certain of our businesses involve the development and sale of software and related products to support physician and dental practice management, and it is possible that the FDA or foreign government authorities could determine that one or more of our products is subject to regulation as a medical device, which could subject our businesses to substantial additional requirements, costs, potential enforcement actions or liabilities for noncompliance with respect to these products.
Certain of our businesses involve the development and sale of software and related products to support physician Table of Contents Index to Financial Statements 36 and dental practice management, and it is possible that the FDA or foreign government authorities could determine that one or more of our products is subject to regulation as a medical device, which could subject our businesses to substantial additional requirements, costs, potential enforcement actions or liabilities for noncompliance with respect to these products.
While we believe that we are substantially compliant with applicable laws and regulations, and have adequate compliance programs and controls in place to ensure substantial Table of Contents Index to Financial Statements 36 compliance, if it is determined that we have not complied with these laws, we are potentially subject to warning letters, substantial civil and criminal penalties, mandatory recall of product, seizure of product and injunction, consent decrees and suspension or limitation of payments to us, product sale and distribution.
While we believe that we are substantially compliant with applicable laws and regulations, and have adequate compliance programs and controls in place to ensure substantial compliance, if it is determined that we have not complied with these laws, we are potentially subject to warning letters, substantial civil and criminal penalties, mandatory recall of product, seizure of product and injunction, consent decrees and suspension or limitation of payments to us, product sale and distribution.
Penalties under fraud and abuse laws may be severe, including treble damages and substantial civil penalties under the federal False Claims Act, as well as potential loss of licenses and the ability to participate in federal and state health care programs, criminal penalties, or imposition of a corporate compliance Table of Contents Index to Financial Statements 37 monitor, which could have a material adverse effect on our business.
Penalties under fraud and abuse laws may be severe, including treble damages and substantial civil penalties under the federal False Claims Act, as well as potential loss of licenses and the ability to participate in federal and state health care programs, criminal penalties, or imposition of a corporate compliance monitor, which could have a material adverse effect on our business.
Additionally, the formation of provider networks, GPOs, DSOs and MSOs may shift purchasing decisions to entities or persons with whom we do not have a historical relationship and may threaten our ability to compete effectively, which could in turn negatively impact our financial results.
Additionally, the formation of provider networks, GPOs, DSOs and MSOs may shift Table of Contents Index to Financial Statements 34 purchasing decisions to entities or persons with whom we do not have a historical relationship and may threaten our ability to compete effectively, which could in turn negatively impact our financial results.
Because of our dependence upon such suppliers, our operations are subject to the suppliers’ ability and willingness to supply products in the quantities that we require, and the risks include delays caused by interruption in production based on conditions outside of our control, including a supplier’s failure to comply with applicable government requirements (which may result in product recalls and/or cessation of sales) or an interruption in the suppliers’ manufacturing capabilities.
Although no single supplier is material, because of our dependence upon such suppliers, our operations are subject to the suppliers’ ability and willingness to supply products in the quantities that we require, and the risks include delays caused by interruption in production based on conditions outside of our control, including a supplier’s failure to comply with applicable government requirements (which may result in product recalls, product detentions, and/or cessation of sales) or an interruption in the suppliers’ manufacturing capabilities.
While the Company has policies against and seeks to avoid the import of goods that are manufactured in whole or in part Table of Contents Index to Financial Statements 41 by forced labor or through human trafficking, as a result of legislative and governmental policy initiatives, we may be subject to increasing potential delays, added costs, supply chain disruption and other restrictions.
While the Company has policies against and seeks to avoid the import of goods that are manufactured in whole or in part by forced labor or through human trafficking, as a result of legislative and governmental policy initiatives, we may be subject to increasing potential delays, added costs, supply chain disruption and other restrictions.
This private right of action may increase the likelihood of, and risks associated with, data breach litigation. In addition, California voters adopted the CPRA (effective January 1, 2023) which enhances and strengthens regulatory requirements and individual protections that currently exist under the CCPA.
This private right of action may increase the likelihood of, and risks associated with, data breach litigation. In addition, California voters adopted the CPRA (effective January 1, 2023) which enhances and strengthens regulatory requirements and individual protections that currently exist under the CCPA. Effective as of January 1, 2026, the CCPA/CPRA regulatory framework includes expanded requirements.
The GDPR also provides rights to Data Subjects relating notably to information, access, rectification, erasure of the personal data and the right to object to the processing. Despite Brexit, the UK also has data protection laws equivalent to the GDPR). Switzerland enacted FADP.
The GDPR also provides rights to Data Subjects relating notably to information, access, rectification, erasure of the personal data and the right to object to the processing. Despite Brexit, the UK also has data protection laws equivalent to the GDPR and has implemented further data protection related legislation. Switzerland enacted FADP.
The GDPR extended the scope of responsibilities for data controllers and data processors, and generally imposes increased requirements and potential penalties on companies, such as us, that are either established in the EU and process personal data of Data Subjects (regardless the Data Subject location), or that are not established in the EU but that offer goods or services to Data Subjects in the EU or monitor their behavior in the EU.
The GDPR extended the scope of responsibilities for data controllers and data processors, and generally imposes increased requirements and potential penalties on companies, such as us, that are either established in the EU and process personal data of Data Subjects (regardless Table of Contents Index to Financial Statements 39 the Data Subject location), or that are not established in the EU but that offer goods or services to Data Subjects in the EU or monitor their behavior in the EU.
We have spent, and plan to expend in the future, additional resources to continue to protect against, or to address problems caused by, business interruptions and data security breaches. We also may be perceived as a more vulnerable target of the cyber hackers as a result of the October 2023 incident.
We have spent, and plan to expend in the future, additional resources to continue to Table of Contents Index to Financial Statements 33 protect against, or to address problems caused by, business interruptions and data security breaches. We also may be perceived as a more vulnerable target of the cyber hackers as a result of the October 2023 incident.
Table of Contents Index to Financial Statements 38 If we fail 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, we could be required to make significant changes to our products, or incur substantial fines, penalties, or other liabilities.
If we fail 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, we could be required to make significant changes to our products, or incur substantial fines, penalties, or other liabilities.
The October 2023 cybersecurity incident disrupted key business operations, adversely impacted our financial results for the fourth quarter and full year 2023, diverted attention of management, and caused the Company to incur significant remediation costs. The incident had residual impact on our financial results in 2024, and we continue to review the effects of the incident on the Company’s business.
Nevertheless, the October 2023 cybersecurity incident disrupted key business operations, adversely impacted our financial results for the fourth quarter and full year 2023, diverted attention of management, and caused the Company to incur significant remediation costs. The incident had residual impact on our financial results in 2024.
Changes with respect to the applicable laws, regulations and guidance described below may require us to update or revise our operations, services, marketing practices, and compliance programs and controls, and may impose additional and unforeseen costs on us, pose new or previously immaterial risks to us, or may otherwise have a material adverse effect on our business.
Changes with respect to the applicable laws, regulations and guidance described below may require us to update or revise our operations, services, marketing practices, and compliance programs and controls, and may impose additional and unforeseen costs on us, pose new or previously immaterial risks to us, or may otherwise have a material adverse Table of Contents Index to Financial Statements 35 effect on our business.
These various evolving efforts create uncertainty and may adversely affect our business. Under the Sunshine Act, we are required to collect and report detailed information regarding certain financial relationships we have with covered recipients ( e.g. , physicians, dentists, teaching hospitals, other health care practitioners).
These various evolving efforts create uncertainty and may adversely affect our business. Under the Sunshine Act, we are required to collect and report detailed information regarding certain financial relationships we have with covered recipients ( e.g. , physicians, dentists, teaching hospitals, other health care practitioners) as well as physician ownership or investment interest.
Although we believe that our historical tax positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.
In addition, tax laws and regulations are extremely complex and subject to varying interpretations. Although we believe that our historical tax positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.
While we have recently experienced increases in shipping costs, we do not expect these additional expenses to be material to our results now, however, they could be material in the future.
While we have recently experienced increases in shipping costs, we do not expect these additional expenses to be material to our results now, however they could become material in a future fiscal period.
One of our business strategies has been to expand in part through acquisitions and joint ventures and we expect to continue to make acquisitions and enter into joint ventures in the future. There is risk that one or more may not succeed.
Risks inherent in acquisitions, dispositions and joint ventures could offset the anticipated benefits. One of our business strategies has been to expand in part through acquisitions and joint ventures and we expect to continue to make acquisitions and enter into joint ventures in the future. There is risk that one or more may not succeed.
If we fail to comply with laws and regulations relating to health care fraud or other laws and regulations, we could suffer penalties or be required to make significant changes to our operations, which could materially adversely affect our business.
Table of Contents Index to Financial Statements 37 If we fail to comply with laws and regulations relating to health care fraud or other laws and regulations, we could suffer penalties or be required to make significant changes to our operations, which could materially adversely affect our business.
Both our profitability and that of our customers may be materially adversely affected by laws and regulations reducing reimbursement rates for pharmaceuticals, medical supplies and devices, and/or medical treatments or services, or changes to the methodology by which reimbursement levels are determined.
Both our profitability and that of our customers may be materially adversely affected by laws and regulations reducing reimbursement rates for pharmaceuticals, medical supplies and devices, and/or medical treatments or services, changes to the methodology by which reimbursement levels are determined, or regulating pricing, contracting and discounting practices with respect to medical products and services.
Additionally, under the GDPR, health data belong to the category of “sensitive data” and benefit from specific protection. Processing of such data is generally prohibited, except for specific exceptions.
Additionally, under the GDPR (and equivalent laws) and U.S. state privacy laws, health data belong to the category of “sensitive data” and benefit from specific protection. Processing of such data is generally prohibited, except for specific exceptions.
The United States government (among others) has expressed concerns about financial relationships between suppliers or manufacturers on the one hand and physicians, dentists and other health care providers, on the other. As a result, we regularly review and revise our marketing practices as necessary to facilitate compliance.
The U.S. government and industry trade associations (among others) have expressed concerns about financial relationships between suppliers or manufacturers on the one hand and physicians, dentists and other health care providers, on the other. As a result, we regularly review and revise our marketing practices as necessary to facilitate compliance.
In addition, an increase in the sales of our corporate brand products and our own manufactured products may negatively affect our sales of products owned by our suppliers which, consequently, could adversely impact certain of our supplier relationships.
In addition, an increase in the sales of our corporate brand products and our own manufactured products may negatively affect our sales of products owned by our suppliers which, Table of Contents Index to Financial Statements 31 consequently, could adversely impact certain of our supplier relationships.
We have incurred and may in the future incur substantial costs as we update our cybersecurity defense systems and our general computer controls Table of Contents Index to Financial Statements 32 to meet evolving challenges, and legislative or regulatory action related to cybersecurity may increase our costs to develop or implement new technology products and services.
We have incurred, continue to incur, and may in the future incur substantial costs as we update our cybersecurity defense systems and our general computer controls to meet evolving challenges, and legislative or regulatory action related to cybersecurity which may increase our costs to develop or implement new technology products and services.
Among the federal laws with which we must comply are the Controlled Substances Act, the FDC Act, the Federal Drug Quality and Security Act, including DSCSA, and Section 361 of the Public Health Services Act.
Among the federal laws with which we must comply are the Controlled Substances Act, the Food, Drug & Cosmetic Act, the Federal Drug Quality and Security Act, including the Drug Supply Chain Security Act, and Section 361 of the Public Health Services Act.
In addition, the European Parliament and the Council of the EU adopted the GDPR effective from May 25, 2018, which increased privacy rights for Data Subjects, including individuals who are our customers, suppliers and employees.
In addition, the European Parliament and the Council of the EU adopted the GDPR that has been effective since May 25, 2018, which increased privacy rights for Data Subjects in the European Economic Area (EEA), including individuals who are our customers, suppliers and employees.
In addition, cybersecurity laws such as the federal Cyber Incident Reporting for Critical Infrastructure Act of 2022, proposed Federal Acquisition Regulations and amendments to SEC reporting requirements may require us to provide notifications about cybersecurity incidents in limited timeframes and before investigations are complete.
In addition to state-specific data breach notification laws (which exist in all U.S. states and territories), cybersecurity laws such as the federal Cyber Incident Reporting for Critical Infrastructure Act of 2022, proposed Federal Acquisition Regulations and amendments to SEC reporting requirements may require us to provide notifications about cybersecurity incidents in limited timeframes and before investigations are complete.
The evolving complexity of privacy and data security legislation in the United States may complicate our compliance efforts and further increase our risk of regulatory enforcement, penalties and litigation.
The evolving complexity of privacy and data security legislation in the U.S. and other jurisdictions globally may complicate our compliance efforts and further increase our risk of regulatory enforcement, penalties and litigation.
Uncertainty about compliance with these data protection laws remains, with the possibilities that data protection authorities located in different EU Member States may interpret GDPR differently, or requirements of national laws may vary between the EU Member States, or guidance on GDPR and compliance practices may be often updated or otherwise revised.
Data protection authorities located in different EU Member States may interpret GDPR differently, or requirements of national laws may vary between the EU Member States, UK and Switzerland, or guidance on GDPR and related laws and compliance practices may be often updated or otherwise revised.
Tax legislation could materially adversely affect our financial results and tax liabilities. We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as foreign jurisdictions. From time to time, various legislative initiatives may be proposed that could materially adversely affect our tax positions.
Tax legislation could materially adversely affect our financial results and tax liabilities. We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as foreign jurisdictions.
Additionally, certain other states have enacted specific health data privacy laws and other states are considering similar legislation. Congress is considering legislation that may preempt some or all of such U.S. state privacy laws, but which may also provide a more expansive private right of action for privacy claims than exists under current state laws.
Congress is considering legislation that may preempt some or all of such U.S. state privacy laws, but which may also provide a more expansive private right of action for privacy claims than exists under current state laws.
In order to maintain Table of Contents Index to Financial Statements 40 certification of our EHR products, we must satisfy the changing governmental standards.
In order to maintain certification of our EHR products, we must satisfy the changing governmental standards.
The health care products industry is subject to a multi-tiered costing structure, which can vary by manufacturer and/or product. Under this structure, certain institutions can obtain more favorable prices for health care products than we are able to obtain.
Expansion of GPOs, DSOs, MSOs or provider networks and the multi-tiered costing structure may place us at a competitive disadvantage. The health care products industry is subject to a multi-tiered costing structure, which can vary by manufacturer and/or product. Under this structure, certain institutions can obtain more favorable prices for health care products than we are able to obtain.
Similarly, strikes or other service interruptions by those shippers, including at transportation centers or shipping ports, could cause our operating expenses to rise and materially adversely affect our ability to deliver products on a timely basis.
Similarly, strikes or other service interruptions by those shippers, including at transportation centers or shipping ports, could cause our operating expenses to rise and materially adversely affect our ability to deliver products on a timely basis. MACRO-ECONOMIC AND POLITICAL RISKS Uncertain global and domestic macro-economic and political conditions could materially adversely affect our results of operations and financial condition.
We utilize security technologies designed to protect and maintain the integrity of our IS and data, and our defenses are monitored and routinely tested internally and by external parties.
We regularly review, monitor and implement multiple layers of security through technology, processes and our people. We utilize security technologies designed to protect and maintain the integrity of our IS and data, and our defenses are monitored and routinely tested internally and by external parties.
Our businesses are generally subject to numerous other laws and regulations that could impact our financial results, including, without limitation, securities, antitrust, consumer protection and marketing laws and regulations. In the EU, both active and passive corruption in the private sector are criminalized.
Our businesses are generally subject to numerous other laws and regulations that could impact our financial results, including, without limitation, securities, antitrust, consumer protection and marketing laws and regulations.
Our future success is substantially dependent upon our senior management, and our revenues and profitability depend on our relationships with capable personnel, as well as customers, suppliers and manufacturers of the products that we distribute. Our future success is substantially dependent upon the efforts and abilities of members of our existing senior management, particularly Stanley M.
Our future success is substantially dependent upon our senior management, and our revenues and profitability depend on our relationships with capable personnel, as well as customers, suppliers and manufacturers of the products that we distribute. On July 15, 2025, the Company announced that Mr.
Table of Contents Index to Financial Statements 33 The continued advancement of online commerce by third parties and online price transparency requires us to cost- effectively adapt to changing technologies, to enhance existing services and to differentiate our business (including with additional value-added services) to address changing demands of consumers and our customers.
Additionally, traditional health care supply and distribution relationships are being challenged by online commerce solutions. The continued advancement of online commerce by third parties and online price transparency requires us to cost- effectively adapt to changing technologies, to enhance existing services and to differentiate our business (including with additional value-added services) to address changing demands of consumers and our customers.
Activists or other stockholders holding a large portion of our outstanding shares could also have the ability to exert influence on actions requiring a stockholder vote, including the election of directors and the approval of certain extraordinary business transactions.
Activists or other stockholders holding a large portion of our outstanding shares could also exert influence on actions requiring a stockholder vote, including the election of directors and the approval of certain extraordinary business transactions. These risks could cause volatility in the trading price of our common stock based on factors other than the fundamentals of our business.
Additionally, when we decide to sell assets or a business, we may encounter difficulty in finding buyers or timely executing alternative exit strategies on acceptable terms, which could delay the accomplishment of our strategic objectives.
Additionally, when we decide to sell assets or a business, we may encounter difficulty in finding buyers or timely executing alternative exit strategies on acceptable terms, which could delay the accomplishment of our strategic objectives. Dispositions may also involve continued financial involvement in a divested business, such as through transition service agreements, indemnities or other current or contingent financial obligations.
KKR will also have the ability to purchase additional shares via open market purchases up to a total equity stake of 14.9% of the outstanding common shares of the Company. Under the Partnership Agreement, two representatives of KKR (the “Investor Designees”) will join our Board of Directors.
Pursuant to the Partnership Agreement, KKR also has the ability to purchase additional shares via open market purchases up to a total equity stake of 14.9% of the outstanding shares of common stock of the Company.
Additionally, widely assessable generative AI that rapidly surpasses our organizational ability to understand associated risks and opportunities (including employees’ failure to comply with policies governing AI usage) could endanger our intellectual property, lead to misuse of data and cause reputational harm. Risks inherent in acquisitions, dispositions and joint ventures could offset the anticipated benefits.
Additionally, widely accessible generative AI that rapidly surpasses our organizational ability to understand associated risks and opportunities (including employees’ failure to comply with principles, policies and processes governing AI usage) could endanger our intellectual property, lead to misuse or loss of data and cause reputational harm and other fines, penalties or losses.
Additionally, where we are the manufacturer of certain dental specialty products we sell in the areas of oral surgery, implants, orthodontics and endodontics, we are dependent upon third parties for raw materials and purchased components.
Additionally, where we are the manufacturer of products for our speciality business ( e.g. , dental implants, endodontics, and orthopedics), we are dependent upon third parties for raw materials and purchased components.
We also sell products and services that health care providers, such as physicians and dentists, use to store and manage patient medical or dental records. These customers and we are subject to laws, regulations and industry standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of the privacy and security of those records.
These customers and we are subject to laws, regulations and industry standards, such as HIPAA and the Payment Card Industry (PCI) Data Security Standards, which require the protection of the privacy and security of those records.
Data protection laws in other countries are also quickly evolving, with many Table of Contents Index to Financial Statements 39 countries having updated, or are in the process of updating, their laws to bring them more in line with the model created by GDPR.
The PIPL carries maximum penalties of CNY50 million or 5% of the annual revenue of entities that process personal data. Data protection laws in other countries, such as Brazil, are also quickly evolving, with many countries having updated, or are in the process of updating, their laws to bring them more in line with the model created by GDPR.
Comprehensive privacy laws in a number of other states are now in effect, and similarly enacted broad laws relating to privacy, data protection, and information security that will come into effect later in 2025 and 2026, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate.
As of January 1, 2026, comprehensive privacy laws are now in effect in 20 states, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. Additionally, certain states have enacted specific health data privacy laws and other states are considering similar legislation.
This Directive covers whistleblowers reporting breaches of EU laws and regulations and protects a wide range of people including former employees. All private companies with 50 or more employees are required to create effective internal reporting channels. All EU Member States have now implemented the Directive.
All private companies with 50 or more employees are required to create effective internal reporting channels. All EU Member States have now implemented the Directive. In the EU, both active and passive corruption in the private sector are criminalized.
In particular, we are focused on continuing to grow our Henry Schein specialty brands and technology and value-added services solutions both organically and inorganically, and to drive greater efficiencies. If we are unable to effectively implement our strategic plan, we may not achieve our desired return on our investments through our growth strategies.
We may be unsuccessful in achieving our strategic growth objectives. Our 2025 – 2027 BOLD+1 Strategic Plan is defined under “Business, Business Strategy” above. In particular, we are focused on continuing to grow our Henry Schein specialty brands and technology and value-added services solutions both organically and inorganically, and to drive greater efficiencies.
We may be required to report information under state transparency laws that address circumstances not covered by the Sunshine Act. We are also subject to similar foreign transparency laws.
We may be required to report information under state transparency laws that address circumstances not covered by the Sunshine Act. We are also subject to similar foreign transparency laws. While we believe we have substantially compliant programs and controls in place satisfying the above laws and requirements, such compliance imposes additional costs on us and the requirements are sometimes unclear.
Some stockholder activism has resulted in, and could in the future result in, substantial costs, such as professional fees, and the diversion of management’s and our Board of Directors’ attention and resources from our businesses and strategic Table of Contents Index to Financial Statements 31 plans.
In other cases, stockholders can engage in certain divisive activist tactics, which can take many forms (including potential proxy contests). Some stockholder activism has resulted in, and could in the future result in, substantial costs, such as professional fees, and the diversion of management’s and our Board of Directors’ attention and resources from our business and strategic plans.
The health care industry is highly regulated and subject to changing political, economic and regulatory influences.
The health care industry is highly regulated and subject to changing political, economic and regulatory influences. Uncertainty surrounding possible changes to the health care environment, including changes to regulatory enforcement priorities, may directly or indirectly adversely affect us.
Our business could be affected by the recently signed Strategic Partnership Agreement. On January 29, 2025, we announced a strategic investment by funds affiliated with KKR & Co. Inc. (“KKR”), a leading global investment firm, and a Strategic Partnership Agreement (the “Partnership Agreement”) with KKR.
If we are unable to effectively implement our strategic plan, we may not achieve our desired return on our investments through our growth strategies. Our business could be affected by the Strategic Partnership Agreement with KKR. On January 29, 2025, we announced a strategic investment by funds affiliated with KKR & Co. Inc.
Any outcome of these challenges that changes the ACA could have a significant impact on the U.S. health care industry and the ability or willingness of individuals to engage with it. Expansion of GPOs, DSOs, MSOs or provider networks and the multi-tiered costing structure may place us at a competitive disadvantage.
The ACA greatly expanded health insurance coverage in the United States and has been the target of legal and political challenges since its adoption. Any outcome of these challenges that changes the ACA could have a significant impact on the U.S. health care industry and the ability or willingness of individuals to engage with it.
We also are subject to the requirements of Directive No. 2022/2464 on corporate sustainability reporting (“CSRD”) that became effective on January 5, 2023. CSRD requires in-scope companies to report on sustainability-related information that is material from a financial risk or opportunity perspective to their business and from an impact perspective on the environment or society.
CSRD requires in-scope companies to report sustainability-related information that is material from both a financial risk or opportunity and an environmental or social impact perspective, and the assessment of materiality is inherently subjective.
There can be no assurance that our effective tax rate will not be materially adversely affected by legislation resulting from these initiatives. In addition, tax laws and regulations are extremely complex and subject to varying interpretations.
From time to time, various legislative initiatives may be proposed that could materially Table of Contents Index to Financial Statements 41 adversely affect our tax positions. There can be no assurance that our effective tax rate will not be materially adversely affected by legislation resulting from these initiatives.
The failure to successfully address these challenges could materially disrupt our sales and operations. We have increased and expect to continue to increase our use of AI technologies in various contexts to improve customer and patient experiences and drive efficiencies in certain areas of our business.
We have increased and expect to continue to increase our use of AI technologies in various contexts to improve customer and patient experiences and drive efficiencies in certain areas of our business, including, without limitation, making AI features available within our practice management systems, which, among other things, helps dentists and clinical staff detect caries.
We do not currently have “key man” life insurance Table of Contents Index to Financial Statements 42 policies on any of our employees. Competition for senior management is intense, burnout and turn-over rates are increasing workplace concerns, and we may not be successful in attracting and retaining key personnel.
Competition for senior management is intense, burnout and turn-over rates are increasing workplace concerns, transitions among senior level officers can present challenges as well as opportunities, and we may not be successful in attracting and retaining key personnel, or transitioning to new personnel following departures.
Further, countries are applying their data and consumer protection laws to AI, particularly generative AI, and are considering and implementing specific legal frameworks with respect to AI, for example the EU AI Act 2024 (which as with the GDPR, will have extra-territorial effect).
Further, state privacy, consumer Table of Contents Index to Financial Statements 40 protection and AI-specific laws are proliferating and may be applicable to our business. Other countries are also applying their data and consumer protection laws to AI, particularly generative AI, and are considering and implementing specific legal frameworks with respect to AI.
While these innovations can present benefits to the Company, they also create risks and challenges.
While these innovations can present benefits to the Company, they also create risks and challenges. The use of AI in healthcare offerings poses certain clinical risks resulting from potential misdiagnosis or misinformation provided from AI applications, diminishing critical judgment, or loss of interpersonal care from clinicians.
In particular, the health care industry has been targeted by threat actors seeking to undermine companies’ cybersecurity defensive measures. We have processes in place intended to ensure that our security measures keep pace with new and emerging risks. We regularly review, monitor and implement multiple layers of security through technology, processes and our people.
New subsidiaries that we acquire and non-integrated subsidiaries have been, and may continue to be, targets to cyberattacks as we update their defensive measures to meet our standards. We have processes in place intended to ensure that our security measures keep pace with new and emerging risks.
California has adopted stringent new climate disclosure requirements, as has the EU. As of April 4, 2024, the SEC has temporarily suspended implementation of its climate disclosure rules. In the EU, Directive No. 2019/1937 of October 23, 2019, on the protection of persons who report breaches of Union law, organizes the legal protection of whistleblowers.
Table of Contents Index to Financial Statements 38 In the EU, Directive No. 2019/1937 of October 23, 2019, on the protection of persons who report breaches of Union law, organizes the legal protection of whistleblowers. This Directive covers whistleblowers reporting breaches of EU laws and regulations and protects a wide range of people, including former employees.
Removed
In recent periods, we have experienced increased costs and shortages of purchased components, which has had a negative impact on our profit margins and on our sales for certain product categories, due to our inability to fully satisfy demand. We may be unsuccessful in achieving our strategic growth objectives.
Added
(“KKR”), a leading global investment firm, and a Strategic Partnership Agreement (the “Partnership Agreement”) with KKR. Under the Partnership Agreement, two independent directors, Max Lin and William K. “Dan” Daniel, joined our Board of Directors.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe primary responsibilities of the Regulatory, Compliance and Cybersecurity Committee are to (i) discuss cybersecurity strategic decisions, issues, challenges and opportunities relating thereto, (ii) provide expertise to guide assessment and monitoring of Company-wide regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment, (iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk management programs, (iv) review and evaluate major regulatory, corporate compliance and cybersecurity risk management initiatives to identify emerging and future opportunities for synergy or to leverage regulatory, corporate compliance and cybersecurity risk management investments more effectively and cost efficiently, Table of Contents Index to Financial Statements 44 (v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters reviewed by the Regulatory, Compliance and Cybersecurity Committee that may impact the Company’s financial reporting and (vi) be generally available to, and communicate with, the Company’s senior management, and to inform the Board in the areas described above.
Biggest changeThe primary responsibilities of the Regulatory, Compliance and Cybersecurity Committee are to (i) discuss cybersecurity strategic decisions, issues, challenges and opportunities relating thereto, (ii) provide expertise to guide assessment and monitoring of Company-wide regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment, (iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk management programs, (iv) review and evaluate major regulatory, corporate compliance and cybersecurity risk management initiatives to identify emerging and future opportunities for synergy or to leverage regulatory, corporate compliance and cybersecurity risk management investments more effectively and cost efficiently, (v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters reviewed by the Regulatory, Compliance and Cybersecurity Committee that may impact the Company’s financial reporting and (vi) be generally available to, and communicate with, the Company’s senior management, and to inform the Board in the areas described above.
Prior Cyber Incidents In addition to immaterial and unrelated prior incidents at certain of our subsidiaries, in October 2023 Henry Schein experienced a cyber incident that primarily affected the operations of our North American and European dental and medical distribution businesses.
Cyber Incidents In addition to immaterial and unrelated incidents at certain of our subsidiaries, in October 2023 Henry Schein experienced a cyber incident that primarily affected the operations of our North American and European dental and medical distribution businesses.
Our cybersecurity risk management program includes, among other elements: • risk assessments designed to help identify material cybersecurity risks to our information systems; • a security team principally responsible for managing our (i) cybersecurity risk assessment processes, and (ii) defining cybersecurity control standards; • the use of expert external service providers to assess, test or otherwise assist with aspects of our cybersecurity controls, and to respond to specific cybersecurity threats; • the review and assessment of past cybersecurity incidents with a view to learning from those events to further strengthen our cyber risk mitigation strategy; • a written cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a Global Information Security Policy, together with more detailed information security policies, procedures, standards, and guidelines.
Our cybersecurity risk management program includes, among other elements: • risk assessments designed to help identify material cybersecurity risks to our information systems; • a security team principally responsible for managing our (i) cybersecurity risk assessment processes, and (ii) defining cybersecurity control standards; • the use of expert external service providers to assess, test or otherwise assist with aspects of our cybersecurity controls, and to respond to specific cybersecurity threats; • the review and assessment of past cybersecurity incidents with a view to learning from those events to further strengthen our cyber risk mitigation strategy; Table of Contents Index to Financial Statements 44 • a written cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a Global Information Security Policy, together with more detailed information security policies, procedures, standards, and guidelines.
Our Vice President, Global CISO, who also serves as Vice Table of Contents Index to Financial Statements 43 President and Head of the Office of Cyber Security, has over 30 years of experience leading global cybersecurity and technology programs in large and complex corporations, and holds a Certified Information Systems Security Professional and a Certified Information Systems Auditor certification.
Our Vice President, Global CISO, who also serves as Vice President and Head of the Office of Cyber Security, has over 30 years of experience leading global cybersecurity and technology programs in large and complex corporations, and holds a Certified Information Systems Security Professional and a Certified Information Systems Auditor certification.
Our CTO meets with Board members outside of the formal meetings on a regular basis as well as in connection with specific cybersecurity issues or threats.
Our CTO meets with Board members outside of the formal meetings on a regular basis as well as in connection with specific cybersecurity issues or threats. Table of Contents Index to Financial Statements 45

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeProperties Within our Global Distribution and Value -Added Services and Global Specialty Products segments (for properties with more than 100,000 square feet) we lease and/or own approximately 5.1 million square feet of properties, consisting of distribution, office, showroom, manufacturing and sales space, in locations including the United States, Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China, the Czech Republic, France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Mexico, Morocco, the Netherlands, New Zealand, Peru, Poland, Portugal, South Africa, Spain, Sweden, Switzerland, Thailand, United Arab Emirates and the United Kingdom.
Biggest changeITEM 2. Properties Within our Global Distribution and Value -Added Services and Global Specialty Products segments (for properties with more than 100,000 square feet) we lease and/or own approximately 5.0 million square feet of properties, consisting of distribution, office, showroom, manufacturing and sales space, in significant locations including United States, Germany, France, Canada, and Brazil.
Lease expirations range from 2025 to 2041. We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on our business. We have additional operating capacity at certain distribution center facilities.
We also have meaningful market presence in several other European countries, and the Asia-Pacific region. Lease expirations range from 2026 to 2048. We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on our business. We have additional operating capacity at certain distribution center facilities.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+3 added−1 removed5 unchanged
Biggest changeSubsequent additional increases totaling $5.9 billion, authorized by our Board, to the repurchase program provide for a total of $6.0 billion (including $500 million authorized on January 27, 2025) of shares of our common stock to be repurchased under this program. Subject to market conditions and other factors, we plan to continue to accelerate our share repurchase activity.
Biggest changeSubsequent additional increases since 2003 that have aggregated to an additional $6.7 billion, authorized by our Board, to the repurchase program provide for a total of $6.8 billion (including $500 million authorized on January 27, 2025 and an additional $750 million authorized on September 8, 2025) of shares of our common stock to be repurchased under this program, with $780 million currently available for future share repurchases.
Dividend Policy We have not declared any cash or stock dividends on our common stock during fiscal years 2024 or 2023. We currently do not anticipate declaring any cash or stock dividends on our common stock in the foreseeable future.
Dividend Policy We have not declared any cash or stock dividends on our common stock during fiscal years 2025 or 2024. We currently do not anticipate declaring any cash or stock dividends on our common stock in the foreseeable future.
Dow Jones US Health Care Index NASDAQ Composite Index Stock Performance Graph The graph below compares the cumulative total stockholder return on $100 invested, assuming the reinvestment of all dividends, on December 28, 2019, the last trading day before the beginning of our 2020 fiscal year, through the end of our 2024 fiscal year with the cumulative total return on $100 invested for the same period in the Dow Jones U.S.
Dow Jones US Health Care Index NASDAQ Composite Index Stock Performance Graph The graph below compares the cumulative total stockholder return on $100 invested, assuming the reinvestment of all dividends, on December 26, 2020, the last trading day before the beginning of our 2021 fiscal year, through the end of our 2025 fiscal year with the cumulative total return on $100 invested for the same period in the Dow Jones U.S.
Table of Contents Index to Financial Statements 46 $50 $100 $150 $200 $250 $300 December 2019 December 2020 December 2021 December 2022 December 2023 December 2024 Henry Schein, Inc.
Table of Contents Index to Financial Statements 47 $50 $100 $150 $200 $250 December 2020 December 2021 December 2022 December 2023 December 2024 December 2025 Henry Schein, Inc.
On February 18, 2025, there were approximately 108,000 holders of record of our common stock and the last reported sales price was $77.63. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.
On February 17, 2026, there were approximately 251 holders of record of our common stock and the last reported sales price was $77.21. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN ASSUMES $100 INVESTED ON DECEMBER 28, 2019 ASSUMES DIVIDENDS REINVESTED December 28, December 26, December 25, December 31, December 30, December 28, 2019 2020 2021 2022 2023 2024 Henry Schein, Inc. $ 100.00 $ 98.86 $ 112.51 $ 119.92 $ 113.66 $ 105.70 Dow Jones U.S.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN ASSUMES $100 INVESTED ON DECEMBER 26, 2020 ASSUMES DIVIDENDS REINVESTED December 26, December 25, December 31, December 30, December 28, December 27, 2020 2021 2022 2023 2024 2025 Henry Schein, Inc. $ 100.00 $ 113.81 $ 121.30 $ 114.96 $ 106.92 $ 115.57 Dow Jones U.S.
As of December 28, 2024, we had repurchased approximately $5.1 billion of common stock (95,814,454 shares) under these initiatives, with $380 million available for future common stock share repurchases.
As of December 27, 2025, we had repurchased approximately $6.0 billion of common stock (107,876,628) shares under these initiatives, with $780 million available for future common stock share repurchases.
The following table summarizes repurchases of our common stock under our stock repurchase program during the fiscal quarter ended December 28, 2024: Total Number Maximum Number Total of Shares of Shares Number Average Purchased as Part that May Yet of Shares Price Paid of Our Publicly Be Purchased Under Fiscal Month Purchased (1) Per Share Announced Program Our Program (2) 9/29/2024 through 11/2/2024 564,907 $ 70.93 564,907 5,895,367 11/3/2024 through 11/30/2024 441,702 71.32 441,702 4,975,402 12/1/2024 through 12/28/2024 44,530 77.02 44,530 5,395,131 1,051,139 1,051,139 (1) All repurchases were executed in the open market under our existing publicly announced authorized program.
The following table summarizes repurchases of our common stock under our stock repurchase program during the fiscal quarter ended December 27, 2025: Total Number Maximum Number Total of Shares of Shares Number Average Purchased as Part that May Yet of Shares Price Paid of Our Publicly Be Purchased Under Fiscal Month Purchased (1) Per Share Announced Program Our Program (2) 9/28/2025 through 11/1/2025 1,020,000 $ 64.28 1,020,000 14,467,711 11/2/2025 through 11/29/2025 488,067 70.55 488,067 11,799,992 11/30/2025 through 12/27/2025 1,304,805 76.64 1,304,805 10,244,654 2,812,872 2,812,872 (1) All repurchases were executed in the open market under our existing publicly announced authorized program.
Removed
Health Care Index 100.00 114.06 141.78 136.42 138.99 143.91 NASDAQ Stock Market Composite Index 100.00 143.44 176.49 119.01 172.14 227.78
Added
On May 19, 2025, we executed an accelerated share repurchase program to repurchase a total of $250 million of our outstanding common stock based on volume-weighted average prices. In May 2025 we received 3,122,832 shares at an estimated fair value of $224 million.
Added
In July 2025, we received an additional 368,651 shares at an estimated fair value of $26 million, representing the final amount of shares to be received under this accelerated share repurchase program.
Added
Health Care Index 100.00 124.30 119.60 121.86 126.18 144.40 NASDAQ Stock Market Composite Index 100.00 123.04 82.97 120.01 158.80 191.20

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

93 edited+24 added−73 removed47 unchanged
Biggest changeRisk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but are not limited to: our dependence on third parties for the manufacture and supply of our products and where we manufacture products, our dependence on third parties for raw materials or purchased components; risks relating to the achievement of our strategic growth objectives; risks related to the recently signed Strategic Partnership Agreement; our ability to develop or acquire and maintain and protect new products (particularly technology products) and services and utilize new technologies that achieve market acceptance with acceptable margins; transitional challenges associated with acquisitions, dispositions and joint ventures, including the failure to achieve anticipated synergies/benefits, as well as significant demands on our operations, information systems, legal, regulatory, compliance, financial and human resources functions in connection with acquisitions, dispositions and joint ventures; certain provisions in our governing documents that may discourage third-party acquisitions of us; adverse changes in supplier rebates or other purchasing incentives; risks related to the sale of corporate brand products; risks related to activist investors; security risks associated with our information systems and technology products and services, such as cyberattacks or other privacy or data security breaches (including the October 2023 incident); effects of a highly competitive (including, without limitation, competition from third-party online commerce sites) and consolidating market; changes in the health care industry; risks from expansion of customer purchasing power and multi-tiered costing structures; increases in shipping costs for our products or other service issues with our third-party shippers, and increases in fuel and energy costs; changes in laws and policies governing manufacturing, development and investment in territories and countries where we do business; general global and domestic macro-economic and political conditions, including inflation, deflation, recession, unemployment (and corresponding increase in under-insured populations), consumer confidence, sovereign debt levels, ongoing wars, fluctuations in energy pricing and the value of the U.S. dollar as compared to foreign currencies, and changes to other economic indicators, international trade agreements; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the war in Ukraine, the Israel-Gaza war and other unrest and threats in the Middle East and the possibility of a wider European or global conflict); changes to laws and policies governing foreign trade, tariffs and sanctions, or greater restrictions on imports and exports; supply chain disruption; geopolitical wars; failure to comply with existing and future regulatory requirements, including relating to health care; risks associated with the EU Medical Device Regulation; failure to comply with laws and regulations relating to health care fraud or other laws and regulations; failure to comply with laws and regulations relating to the collection, storage and processing of sensitive personal information or standards in electronic health records or transmissions; changes in tax legislation, changes in tax rates and availability of certain tax deductions; risks related to product liability, intellectual property and other claims; risks associated with customs policies or legislative import restrictions; risks associated with disease outbreaks, epidemics, pandemics (such as the COVID-19 pandemic), or similar wide-spread public health concerns and other natural or man-made disasters; risks associated with our global operations; litigation risks; new or unanticipated litigation developments and the status of litigation matters; our dependence on our senior management, employee hiring and retention, increases in labor costs or health care costs, and our relationships with customers, suppliers and manufacturers; and disruptions in financial markets.
Biggest changeRisk 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 Table of Contents Index to Financial Statements 49 limitation, the transition to a new 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.
Specifically, One Schein provides customers with streamlined access to our comprehensive offering of national brand products, our corporate brand products and proprietary specialty products and solutions (including implant, orthodontic and endodontic products). In addition, customers have access to a wide range of services, including software and other value-added services.
Specifically, One Schein provides customers with streamlined access to our comprehensive offering of national brand products, corporate brand products and proprietary specialty products and solutions (including implant, orthodontic and endodontic products). In addition, customers have access to a wide range of services, including software and other value-added services.
During the year ended December 30, 2023, in connection with the 2022 Plan, we recorded an impairment of an intangible asset of $12 million related to disposal of a U.S. business. This impairment is included in the $80 million of restructuring costs discussed above and related to the Global Specialty Products segment.
During the year ended December 30, 2023, in connection with the 2022 Plan, we recorded an impairment of an intangible asset of $12 million related to disposal of a U.S. business in the Global Specialty Products segment. This impairment is included in the $80 million of restructuring and related costs discussed above.
(2) Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and high-tech and digital restoration equipment. (3) Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
(2) Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair services and high-tech and digital restoration equipment. (3) Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
Definite-Lived Intangible Assets Annually or if we identify an impairment indicator, definite-lived intangible assets such as non-compete agreements, trademarks, trade names, customer relationships and lists, and product development are reviewed for impairment indicators. If any impairment indicators exist, quantitative testing is performed on the asset.
Definite-Lived Intangible Assets Annually or if we identify an impairment indicator, definite-lived intangible assets such as customer relationships and lists, trademarks, trade names, product development and non-compete agreements are reviewed for impairment indicators. If any impairment indicators exist, quantitative testing is performed on the asset.
Table of Contents Index to Financial Statements 49 Executive-Level Overview Henry Schein, Inc. is a solutions company for health care professionals powered by a network of people and technology. We believe we are the world’s largest provider of health care products and services primarily to office- based dental and medical practitioners, as well as alternate sites of care.
Table of Contents Index to Financial Statements 51 Executive-Level Overview Henry Schein, Inc. is a solutions company for health care professionals powered by a network of people and technology. We believe we are the world’s largest provider of health care products and services primarily to office- based dental and medical practitioners, as well as alternate sites of care.
Census Bureau’s International Database, in 2024 there are approximately seven million Americans aged 85 years or older, the segment of the population most in need of long-term care and elder-care services. By the year 2050, that number is projected to increase to approximately 17 million.
Census Bureau’s International Database, in 2025 there are approximately seven million Americans aged 85 years or older, the segment of the population most in need of long-term care and elder-care services. By the year 2050, that number is projected to increase to approximately 17 million.
Accounting Standards Update For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please see Note 1 – Basis of Presentation and Significant Accounting Policies included under Item 8. Table of Contents Index to Financial Statements 70
Accounting Standards Update For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please see Note 1 – Basis of Presentation and Significant Accounting Policies included under Item 8. Table of Contents Index to Financial Statements 67
(4) Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray products, equipment, PPE products and vitamins. (5) Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care-related products and services.
(4) Includes branded and generic pharmaceuticals, home solutions products, vaccines, surgical products, diagnostic tests, infection- control products, X-ray products, equipment, PPE products, and vitamins. (5) Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care-related products and services.
The population aged 65 to 84 years is projected to increase by approximately 18% during the same period. As a result of these market dynamics, annual expenditures for health care services continue to increase in the United States.
The population aged 65 to 84 years is projected to increase by approximately 15% during the same period. As a result of these market dynamics, annual expenditures for health care services continue to increase in the United States.
Table of Contents Index to Financial Statements 64 Liquidity and Capital Resources Our principal capital requirements have included funding of acquisitions, purchases of additional noncontrolling interests, repayments of debt principal, the funding of working capital needs, purchases of fixed assets and repurchases of common stock.
Table of Contents Index to Financial Statements 61 Liquidity and Capital Resources Our principal capital requirements have included funding of acquisitions, purchases of additional noncontrolling interests, repayments of debt principal, the funding of working capital needs, purchases of fixed assets and repurchases of common stock.
We are headquartered in Melville, New York, employ approximately 25,000 people (of which approximately 13,000 are based outside of the United States) and have operations or affiliates in 33 countries and territories. Our broad global footprint has evolved over time through our organic growth as well as through contribution from strategic acquisitions.
We are headquartered in Melville, New York, employ more than 25,000 people (of which approximately 13,000 are based outside of the United States) and have operations or affiliates in 34 countries and territories. Our broad global footprint has evolved over time through our organic growth as well as through contribution from strategic acquisitions.
We serve more than one million customers worldwide including dental practitioners, laboratories, physician practices and ambulatory surgery centers, as well as government, institutional health care clinics and other alternate care clinics. We believe that we have a strong brand identity due to our more than 93 years of experience distributing health care products.
We serve more than one million customers worldwide including dental practitioners, laboratories, physician practices and ambulatory surgery centers, as well as government, institutional health care clinics, home health providers, and other alternate care clinics. We believe that we have a strong brand identity due to our more than 94 years of experience distributing health care products.
In addition, the physician market continues to benefit from the shift of procedures and diagnostic testing from acute care settings to alternate-care sites, particularly physicians’ offices. According to the U.S. Census Bureau’s International Database, between 2024 and 2034, the 45 and older population is expected to grow by approximately 10%.
In addition, the physician market continues to benefit from the shift of procedures and diagnostic testing from acute care settings to alternate-care sites, particularly physicians’ offices. According to the U.S. Census Bureau’s International Database, between 2025 and 2035, the 45 and older population is expected to grow by approximately 10%.
Our operating results in recent years have been significantly affected by strategies and transactions that we undertook to expand our business, domestically and internationally, in part to address significant changes in the health care industry, including consolidation of health care distribution companies, health care reform, trends toward managed care, cuts in Medicare and collective purchasing arrangements.
Table of Contents Index to Financial Statements 52 Our operating results in recent years have been significantly affected by strategies and transactions that we undertook to expand our business, domestically and internationally, in part to address significant changes in the health care industry, including consolidation of health care distribution companies, health care reform, trends toward managed care, cuts in Medicare and collective purchasing arrangements.
The increase in Global Specialty Products gross profit reflects increased sales volume and higher gross profit from internally generated sales and gross profit from acquisitions. The increase in gross margin rates was due to product mix. The increase in Global Technology gross profit is the result of a higher gross profit from internally generated sales and gross profit from acquisitions.
The increase in Global Specialty Products gross profit primarily reflects increased internally generated sales volume and gross profit from acquisitions. The decrease in gross margin rates was due to product mix and pricing. The increase in Global Technology gross profit is the result primarily of higher internally generated sales. The increase in gross margin rates was due to product mix.
Table of Contents Index to Financial Statements 66 Leases We have operating and finance leases for corporate offices, office space, distribution and other facilities, vehicles and certain equipment. Our leases have remaining terms of less than one year to approximately 17 years, some of which may include options to extend the leases for up to 15 years.
Table of Contents Index to Financial Statements 63 Leases We have operating and finance leases for corporate offices, office space, distribution and other facilities, vehicles and certain equipment. Our leases have remaining terms of less than one year to approximately 23 years, some of which may include options to extend the leases for up to 10 years.
We believe that the following critical accounting estimates, which have been discussed with the Audit Committee of our Board, affect the significant estimates and judgments used in the preparation of our consolidated financial statements: Table of Contents Index to Financial Statements 67 Inventories and Reserves Inventories consist primarily of finished goods, raw materials and work-in-process and are valued at the lower of cost or net realizable value.
We believe that the following critical accounting estimates, which have been discussed with the Audit Committee of our Board, affect the significant estimates and judgments used in the preparation of our consolidated financial statements: Inventories and Reserves Inventories consist primarily of finished goods, raw materials and work-in-process and are stated at the lower of cost or net realizable value.
Aging Population and Other Market Influences The health care products distribution industry continues to experience growth due to the aging population, increased health care awareness, the proliferation of medical technology and testing, new pharmacological treatments, and expanded third-party insurance coverage, partially offset by the effects of unemployment on Table of Contents Index to Financial Statements 51 insurance coverage.
Aging Population and Other Market Influences The health care products distribution industry continues to experience growth due to the aging population, increased health care awareness, the proliferation of medical technology and testing, new pharmacological treatments, and expanded third-party insurance coverage, partially offset by the effects of unemployment on insurance coverage.
Our acquisition strategy is focused on investments in companies that add new customers and sales teams, increase our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we have already invested in businesses), and finally, those that enable us to access new products and technologies.
Our acquisition strategy is focused on investments in companies, including high growth high margin businesses aligned with our BOLD+1 strategy, that add new customers and sales teams, increase our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we have already invested in businesses), and finally, those that enable us to access new products and technologies.
During the year ended December 28, 2024, in connection with the 2024 Plan, we recorded an impairment of goodwill and intangible assets of $13 million related to the disposal of a portion of a business. This impairment is included in the $73 million of restructuring charges discussed above and related to the Global Specialty Products segment.
These amounts are included in the $105 million of restructuring and related charges discussed above. During the year ended December 28, 2024, in connection with the 2024 Plan, we recorded an impairment of goodwill and intangible assets of $13 million related to the disposal of a portion of a business in the Global Specialty Products segment.
It included $2 million of a trade name impairment, calculated using the relative fair value, related to a disposal of a business, and $1 million related to trade name impairment due to business integration in connection with our restructuring initiatives.
It included $2 million of a trade name impairment, calculated using the relative fair value, related to a disposal of a business, and $1 million related to trade name Table of Contents Index to Financial Statements 66 impairment due to business integration in connection with our restructuring initiatives.
Table of Contents Index to Financial Statements 68 In connection with our restructuring initiatives, during the year ended December 28, 2024, we recorded an $11 million impairment of goodwill in the Global Specialty Products segment, relating to the disposal of a portion of a business; such impairment was calculated based on the relative fair value of goodwill.
For the year ended December 28, 2024, in connection with our restructuring initiatives, we recorded an $11 million impairment of goodwill in the Global Specialty Products segment, relating to the disposal of a portion of a business; such impairment was calculated based on the relative fair value of goodwill.
We believe that the trend towards cost containment has Table of Contents Index to Financial Statements 50 the potential to favorably affect demand for technology solutions, including software, which can enhance the efficiency and facilitation of practice management.
We believe that the trend towards cost containment has the potential to favorably affect demand for technology solutions, including software, which can enhance the efficiency and facilitation of practice management.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities that are considered shared services to the reporting units, and ultimately the determination of the fair value of each reporting unit.
Table of Contents Index to Financial Statements 65 Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities that are considered shared services to the reporting units, and ultimately the determination of the fair value of each reporting unit.
The components of our sales growth/(decline) were as follows: Local Currency Growth/(Decline) Total Local Currency Growth/(Decline) Foreign Exchange Impact Total Sales Growth/(Decline) Local Internal Growth Acquisition Growth Global Distribution and Value -Added Services Global Dental Merchandise (1.2) % 0.2 % (1.0) % (0.3) % (1.3) % Global Dental Equipment 2.7 0.3 3.0 (0.1) 2.9 Global Value -added services 0.4 21.4 21.8 (0.3) 21.5 Global Dental (0.2) 0.9 0.7 (0.3) 0.4 Global Medical (1.2) 5.5 4.3 - 4.3 Total Global Distribution and Value -Added Services (0.6) 2.6 2.0 (0.1) 1.9 Global Specialty Products 0.1 9.1 9.2 (0.5) 8.7 Global Technology 2.4 2.0 4.4 0.3 4.7 Total (0.4) 3.3 2.9 (0.2) 2.7 Table of Contents Index to Financial Statements 55 Global Sales Global net sales for the year ended December 28, 2024 increased 2.7%.
The components of our sales growth/(decline) were as follows: Constant Currency Growth/(Decline) Total Constant Currency Growth Foreign Exchange Impact Total Sales Growth Local Internal Growth/(Decline) Acquisition Growth Global Distribution and Value -Added Services Global Dental Merchandise 1.4 % 0.2 % 1.6 % 0.6 % 2.2 % Global Dental Equipment 2.7 0.5 3.2 1.2 4.4 Global Value -Added Services (2.0) 4.0 2.0 0.2 2.2 Global Dental 1.6 0.4 2.0 0.8 2.8 Global Medical 3.1 1.5 4.6 - 4.6 Total Global Distribution and Value -Added Services 2.2 0.8 3.0 0.5 3.5 Global Specialty Products 3.3 2.4 5.7 1.0 6.7 Global Technology 6.7 - 6.7 0.4 7.1 Total 2.6 0.9 3.5 0.5 4.0 Table of Contents Index to Financial Statements 57 Global Sales Global net sales for the year ended December 27, 2025 increased 4.0%, attributable to internal growth of 2.6%, acquisition growth of 0.9%, and an increase in foreign exchange of 0.5%.
Table of Contents Index to Financial Statements 69 Redeemable Noncontrolling Interests Some minority stockholders in certain of our consolidated subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value.
Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value.
During the year ended December 28, 2024, we recorded $4 million of impairment charges related to businesses in our Global Distribution and Value-Added Services segment.
The remaining impairment charges of $2 million related to trade names and non-compete agreements. During the year ended December 28, 2024, we recorded $4 million of impairment charges related to businesses in our Global Distribution and Value-Added Services segment.
As of December 28, 2024 and December 30, 2023, our balance for redeemable noncontrolling interests was $806 million and $864 million, respectively. Please see Note 20 – Redeemable Noncontrolling Interests for further information.
As of December 27, 2025 and December 28, 2024, our balance for redeemable noncontrolling interests was $895 million and $806 million, respectively. Please see Note 20 – Redeemable Noncontrolling Interests for further information.
Goodwill Goodwill is subject to impairment analysis at least once annually as of the first day of our fourth quarter, or if an event occurs or circumstances change that would more likely than not reduce a reporting unit’s fair value below carrying value. We regard our reporting units to be our operating segments or one level below the operating segments.
Goodwill Goodwill is subject to impairment assessment at least once annually as of the first day of our fourth quarter, or if an event occurs or circumstances change that would more likely than not reduce a reporting unit’s fair value below carrying value. We conduct our goodwill impairment testing at the reporting unit level.
The Centers for Medicare and Medicaid Services or CMS published “National Health Expenditure Data” indicating that total national health care spending reached approximately $4.9 trillion in 2023, or 17.6% of the nation’s gross domestic product, the benchmark measure for annual production of goods and services in the United States.
The Centers for Medicare and Medicaid Services, or CMS, published “National Health Expenditure Data” indicating that total national health care spending reached approximately $5.3 trillion in 2024, or 18.0% of the nation’s gross domestic product, the benchmark measure for annual production of goods and services in the United States.
As of December 28, 2024, the impact of the Pillar Two rules to our financial statements was immaterial.
As of December 27, 2025, the impact of the Pillar Two rules to our financial statements was immaterial.
Table of Contents Index to Financial Statements 52 Results of Operations The following tables summarize the significant components of our operating results and cash flows for each of the three years ended December 28, 2024, December 30, 2023, and December 31, 2022 (in millions): Years Ended December 28, December 30, December 31, 2024 2023 2022 Operating results: Net sales $ 12,673 $ 12,339 $ 12,647 Cost of sales 8,657 8,479 8,816 Gross profit 4,016 3,860 3,831 Operating expenses: Selling, general and administrative 3,034 2,956 2,771 Depreciation and amortization 251 209 182 Restructuring and integration costs 110 80 131 Operating income $ 621 $ 615 $ 747 Other expense, net $ (108) $ (73) $ (26) Income taxes (128) (120) (170) Net income 398 436 566 Net income attributable to Henry Schein, Inc. 390 416 538 Years Ended December 28, December 30, December 31, 2024 2023 2022 Cash flows: Net cash provided by operating activities $ 848 $ 500 $ 602 Net cash used in investing activities (430) (1,135) (276) Net cash provided by (used in) financing activities (510) 701 (315) Table of Contents Index to Financial Statements 53 Plans of Restructuring and Integration Costs On August 6, 2024, we committed to a new restructuring plan (the “2024 Plan”) to integrate recent acquisitions, right-size operations and further increase efficiencies.
The following tables summarize the significant components of our operating results and cash flows for each of the three years ended December 27, 2025, December 28, 2024, and December 30, 2023 (in millions): Years Ended December 27, December 28, December 30, 2025 2024 2023 Operating results: Net sales $ 13,184 $ 12,673 $ 12,339 Cost of sales 9,079 8,657 8,479 Gross profit 4,105 4,016 3,860 Operating expenses: Selling, general and administrative 3,084 3,034 2,956 Depreciation and amortization 263 251 209 Restructuring and related costs 105 110 80 Operating income $ 653 $ 621 $ 615 Other expense, net $ (120) $ (108) $ (73) Income taxes (126) (128) (120) Net income 419 398 436 Net income attributable to Henry Schein, Inc. 398 390 416 Years Ended December 27, December 28, December 30, 2025 2024 2023 Cash flows: Net cash provided by operating activities $ 712 $ 848 $ 500 Net cash used in investing activities (400) (430) (1,135) Net cash provided by (used in) financing activities (188) (510) 701 Table of Contents Index to Financial Statements 55 Plans of Restructuring and Related Costs On August 6, 2024, we committed to a restructuring plan (the “2024 Plan”) to integrate our acquisitions, right-size operations and further increase efficiencies.
These adjustments (current year vs. prior year) consist of (i) acquisition intangible amortization ($184 million vs. $150 million); (ii) restructuring costs ($110 million vs. $80 million); (iii) changes in contingent consideration ($45 million vs. $0 million); (iv) cyber incident third-party advisory expenses, net of insurance proceeds ($31 million net proceeds vs. $11 million net expenses); (v) impairment of capitalized assets ($12 million vs. $27 million); (vi) impairment of intangible assets ($0 million vs. $7 million); (vii) litigation settlements ($6 million vs. $0 million); and (viii) costs associated with shareholder advisory matters ($2 million vs. $0 million).
These adjustments (current year vs. prior year) consist of (i) acquisition intangible amortization ($179 million vs. $184 million), (ii) restructuring and related costs ($105 million vs. $110 million), (iii) change in contingent consideration ($(2) million vs. $45 million), (iv) litigation settlements ($5 million vs. $6 million), (v) cyber incident-insurance proceeds, net of third-party advisory expenses ($(20) million net proceeds vs. $(31) million net proceeds), (vi) impairment of intangible assets ($16 million vs. $0 million), (vii) impairment of capitalized assets ($0 million vs. $12 million), and (viii) costs associated with shareholder advisory matters and select value creation consulting costs ($36 million vs. $2 million).
Table of Contents Index to Financial Statements 65 The following table summarizes selected measures of liquidity and capital resources: December 28, December 30, 2024 2023 Cash and cash equivalents $ 122 $ 171 Working capital (1) 1,180 1,805 Debt: Bank credit lines $ 650 $ 264 Current maturities of long-term debt 56 150 Long-term debt 1,830 1,937 Total debt $ 2,536 $ 2,351 Leases: Current operating lease liabilities $ 75 $ 80 Non-current operating lease liabilities 259 310 (1) Includes $241 million and $284 million of certain accounts receivable which serve as security for U.S. trade accounts receivable securitization at December 28, 2024 and December 30, 2023, respectively.
Table of Contents Index to Financial Statements 62 The following table summarizes selected measures of liquidity and capital resources: December 27, December 28, 2025 2024 Cash and cash equivalents $ 156 $ 122 Working capital (1) 1,236 1,180 Debt: Bank credit lines $ 764 $ 650 Current maturities of long-term debt 33 56 Long-term debt 2,310 1,830 Total debt $ 3,107 $ 2,536 Leases: Current operating lease liabilities $ 78 $ 75 Non-current operating lease liabilities 251 259 (1) Includes $491 million and $241 million of certain accounts receivable which serve as security for U.S. trade accounts receivable securitization at December 27, 2025 and December 28, 2024, respectively.
The restructuring costs for these periods primarily related to severance and employee-related costs, accelerated amortization of right-of-use lease assets and fixed assets, impairment of intangible assets related to disposal of a U.S. business, and other exit costs.
The restructuring and related costs for these periods primarily related to severance and employee-related costs, accelerated amortization of right-of-use assets and fixed assets, and other exit costs.
As of December 28, 2024, our right-of-use assets related to operating leases were $293 million and our current and non-current operating lease liabilities were $75 million and $259 million, respectively. Please see Note 8 – Leases for further information.
As of December 27, 2025, our right-of-use assets related to operating leases were $301 million and our current and non-current operating lease liabilities were $78 million and $251 million, respectively. Please see Note 8 – Leases for further information.
We expect to record restructuring charges associated with the 2024 Plan in 2025; however an estimate of the amount of these charges has not yet been determined.
We expect to record restructuring and related charges associated with the 2024 Plan through the end of 2027; however, an estimate of the amount of these charges for 2026 through 2027 has not yet been determined.
The most significant inputs include estimation of detailed future cash flows based on budget expectations, and determination of comparable companies to develop a weighted average cost of capital for each reporting unit. On an annual basis, we prepare financial projections. These projections are based on input from our leadership and are presented annually to our Board.
The most significant inputs include estimation of detailed future cash flows based on budget expectations, and determination of comparable companies to develop a weighted average cost of capital for each reporting unit. In performing the annual goodwill impairment assessment, we prepare forward-looking financial projections for each reporting unit based on input from our leadership and approved operating plans.
Net cash used in financing activities was $510 million for the year ended December 28, 2024, compared to net cash provided by financing activities of $701 million for the prior year.
Net cash used in financing activities was $188 million for the year ended December 27, 2025, compared to net cash used in financing activities of $510 million for the prior year.
On August 1, 2022, we committed to a restructuring plan (the “2022 Plan”) focused on funding the priorities of the BOLD+1 strategic plan, streamlining operations and other initiatives to increase efficiency. The 2022 Plan has been completed as of July 31, 2024.
This impairment is included in the $73 million of restructuring and related charges discussed above. On August 1, 2022, we committed to a restructuring plan (the “2022 Plan”) focused on funding the priorities of the BOLD+1 strategic plan, streamlining operations and other initiatives to increase efficiency. The 2022 Plan was completed as of July 31, 2024.
Global Distribution and Value-Added Services Sales Global Distribution and Value-Added Services net sales for the year ended December 30, 2023 decreased 3.8%. The components of our sales decline are presented in the table above.
The components of our sales increase are presented in the table above. Global Distribution and Value-Added Services Sales Global Distribution and Value-Added Services net sales for the year ended December 27, 2025 increased 3.5%. The components of our sales increase are presented in the table above.
Income Tax When determining if the realization of a deferred tax asset is likely to assess the need to record a valuation allowance, estimates and judgement are required. We consider all available evidence, both positive and negative, including estimated future taxable earnings, ongoing planning strategies, future reversals of existing temporary differences and historical operating results.
Income Tax Determining whether a deferred tax asset will be realized requires significant estimates and judgment to assess whether a valuation allowance is necessary. We consider all available evidence, both positive and negative, including estimated future taxable earnings, ongoing planning strategies, future reversals of existing temporary differences and historical operating results.
Critical Accounting Estimates Our accounting policies are described in Note 1 – Basis of Presentation and Significant Accounting Policies of the consolidated financial statements. The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.
The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.
Gross Profit Gross profit and gross margin percentages by segment and in total were as follows: Gross Gross Increase / (Decrease) 2024 Margin % 2023 Margin % $ % Global Distribution and Value -Added Services $ 2,776 25.8 % $ 2,699 25.6 % $ 77 3.2 % Global Specialty Products 802 55.4 720 54.1 82 11.3 Global Technology 424 67.4 417 69.2 7 1.9 Corporate 14 n/a 24 n/a (10) (41.4) Total $ 4,016 31.7 $ 3,860 31.3 $ 156 4.1 As a result of different practices of categorizing costs associated with distribution networks throughout our industry, our gross margins may not necessarily be comparable to other distribution companies.
Table of Contents Index to Financial Statements 58 Gross Profit Gross profit and gross margin percentages by segment and in total were as follows: Gross Gross Increase 2025 Margin % 2024 Margin % $ % Global Distribution and Value -Added Services $ 2,786 25.0 % $ 2,776 25.8 % $ 10 0.4 % Global Specialty Products 847 54.8 802 55.4 45 5.5 Global Technology 457 67.7 424 67.4 33 7.6 Corporate 15 n/a 14 n/a 1 n/a Total $ 4,105 31.1 $ 4,016 31.7 $ 89 2.2 As a result of different practices of categorizing costs associated with distribution networks throughout our industry, our gross margins may not necessarily be comparable to other distribution companies.
Stock Repurchases On January 27, 2025, our Board authorized the repurchase of up to an additional $500 million in shares of our common stock. From March 3, 2003 through December 28, 2024, we repurchased $5.1 billion, or 95,814,454 shares, under our common stock repurchase programs, with $380 million available as of December 28, 2024 for future common stock share repurchases.
On September 8, 2025, our Board authorized the repurchase of up to an additional $750 million in shares of our common stock. From March 3, 2003 through December 27, 2025, we repurchased $6.0 billion, or 107,876,628 shares, under our common stock repurchase programs, with $780 million available as of December 27, 2025 for future common stock share repurchases.
Gross margin percentages vary between our segments. We realize substantially higher gross margin from sales of products that we develop and manufacture within our Global Specialty Products segment compared to gross margin from sales of products that we distribute within our Global Distribution and Value-Added Services segment.
Gross margin percentages vary between our segments. We realize substantially higher gross margin from products we develop and manufacture within our Global Specialty Products segment compared to products distributed within our Global Distribution and Value-Added Services segment. Within our Global Technology segment, higher gross margins result from us being both the developer and seller of software products and services.
During the years ended December 28, 2024 and December 30, 2023, we incurred $9 million and $11 million of expenses directly related to the cyber incident, mostly consisting of professional fees. We maintain cyber insurance, subject to certain retentions and policy limitations.
During the years ended December 27, 2025, December 28, 2024 and December 30, 2023, we incurred $0 million, $9 million and $11 million, respectively, of direct expenses related to the cyber incident, mostly consisting of professional fees.
The order in which these factors appear should not be construed to indicate their relative importance or priority. Table of Contents Index to Financial Statements 48 We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict.
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.
The Organization of Economic Co-Operation and Development (OECD) issued technical and administrative guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of large multinational businesses on a country-by-country basis. Effective January 1, 2024, the minimum global tax rate is 15% for various jurisdictions pursuant to the Pillar Two rules.
The changes resulting from the OBBBA did not have a significant impact to the total tax provision. The Organization of Economic Co-Operation and Development (OECD) issued technical and administrative guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of large multinational businesses on a country-by-country basis.
Health care spending is projected to reach approximately $7.7 trillion by 2032, or 19.7% of the nation’s projected gross domestic product. Government Our businesses are generally subject to numerous laws and regulations that could impact our financial performance, and failure to comply with such laws or regulations could have a material adverse effect on our business. See “ Item 1.
Government Our businesses are generally subject to numerous laws and regulations that could impact our financial performance, and failure to comply with such laws or regulations could have a material adverse effect on our business. See “ Item 1.
Table of Contents Index to Financial Statements 57 Operating Expenses Operating expenses (consisting of selling, general and administrative expenses; depreciation and amortization; and restructuring and integration costs) by segment were as follows: % of % of Respective Respective Increase / (Decrease) 2024 Net Sales 2023 Net Sales $ % Global Distribution and Value -Added Services $ 2,080 19.3 % $ 2,034 19.3 % $ 46 2.3 % Global Specialty Products 624 43.2 545 41.0 79 14.4 Global Technology 272 43.2 275 45.6 (3) (0.8) Corporate 91 n/a 116 n/a (25) (22.1) 3,067 24.2 2,970 24.1 97 3.3 Adjustments (1) 328 n/a 275 n/a 53 n/a Total operating expenses $ 3,395 26.8 $ 3,245 26.3 $ 150 4.6 (1) Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.
Table of Contents Index to Financial Statements 59 Operating Expenses Operating expenses (consisting of selling, general and administrative expenses; depreciation and amortization; and restructuring and related costs) by segment were as follows: % of % of Respective Respective Increase / (Decrease) 2025 Sales 2024 Sales $ % Global Distribution and Value -Added Services $ 2,106 18.9 % $ 2,080 19.3 % $ 26 1.3 % Global Specialty Products 605 39.2 624 43.2 (19) (3.1) Global Technology 277 41.0 272 43.2 5 1.5 Corporate 145 n/a 91 n/a 54 60.8 3,133 23.8 3,067 24.2 66 2.1 Adjustments (1) 319 n/a 328 n/a (9) n/a Total operating expenses $ 3,452 26.2 $ 3,395 26.8 $ 57 1.7 (1) Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.
This trend has resulted in our expansion into service areas that complement our existing operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired businesses.
Our approach to acquisitions and joint ventures has been to expand our role as a provider of products and services to the health care industry. This trend has resulted in our expansion into service areas that complement our existing operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired businesses.
Between 2024 and 2044, this age group is expected to grow by approximately 18%. This compares with expected total U.S. population growth rates of approximately 4% between 2024 and 2034 and approximately 6% between 2024 and 2044. According to the U.S.
Between 2025 and 2045, this age group is expected to grow by approximately 17%. This compares with expected total U.S. population growth rates of approximately 4% between 2025 and 2035 and approximately 6% between 2025 and 2045. Table of Contents Index to Financial Statements 53 According to the U.S.
With respect to customer mix, sales to our large-group customers are typically completed at lower gross margins due to the higher volumes sold as opposed to the gross margin on sales to office-based practitioners, who normally purchase lower volumes.
With respect to customer mix, sales to our large-group customers are typically completed at lower gross margins as a result of higher sales volumes, while sales to office-based practitioners generally carry higher gross margins due to lower volumes.
Net Sales Net sales by reportable segment and by major product or service type were as follows: % of % of Increase / (Decrease) 2024 Total 2023 Total $ % Global Distribution and Value -Added Services Global Dental merchandise (1) $ 4,727 37.3 % $ 4,787 38.8 % $ (60) (1.3) % Global Dental equipment (2) 1,719 13.6 1,671 13.5 48 2.9 Global Value -added services (3) 233 1.8 191 1.6 42 21.5 Global Dental 6,679 52.7 6,649 53.9 30 0.4 Global Medical (4) 4,081 32.2 3,912 31.7 169 4.3 Total Global Distribution and Value -Added Services 10,760 84.9 10,561 85.6 199 1.9 Global Specialty Products (5) 1,446 11.4 1,331 10.8 115 8.7 Global Technology (6) 630 5.0 602 4.9 28 4.7 Eliminations (163) (1.3) (155) (1.3) (8) n/a Total $ 12,673 100.0 $ 12,339 100.0 $ 334 2.7 (1) Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, dental implants, gypsum, acrylics, articulators, abrasives, PPE products, and our own corporate brand of consumable merchandise.
Net Sales Net sales by reportable segment and by major product or service type were as follows: % of % of Increase / (Decrease) 2025 Total 2024 Total $ % Global Distribution and Value -Added Services Global Dental Merchandise (1) $ 4,831 36.6 % $ 4,723 37.3 % $ 108 2.2 % Global Dental Equipment (2) 1,799 13.6 1,723 13.6 76 4.4 Global Value -Added Services (3) 238 1.8 233 1.8 5 2.2 Global Dental 6,868 52.0 6,679 52.7 189 2.8 Global Medical (4) 4,270 32.5 4,081 32.2 189 4.6 Total Global Distribution and Value -Added Services 11,138 84.5 10,760 84.9 378 3.5 Global Specialty Products (5) 1,544 11.7 1,446 11.4 98 6.7 Global Technology (6) 675 5.1 630 5.0 45 7.1 Eliminations (173) (1.3) (163) (1.3) (10) n/a Total $ 13,184 100.0 % $ 12,673 100.0 % $ 511 4.0 (1) Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum, acrylics, articulators, abrasives, PPE products and our own corporate brand of consumable merchandise.
The net increase in operating expenses is attributable to the following: Operating Costs (excluding acquisitions) Acquisitions Adjustments Total Global Distribution and Value -Added Services $ (23) $ 69 $ - $ 46 Global Specialty Products 9 70 - 79 Global Technology (8) 5 - (3) Corporate (25) - - (25) (47) 144 - 97 Adjustments - - 53 53 Total operating expenses $ (47) $ 144 $ 53 $ 150 The components of the net increase in total operating expenses are presented in the table above.
The net increase in operating expenses was attributable to the following: Operating Costs (excluding acquisitions) Acquisitions Adjustments Total Global Distribution and Value -Added Services $ 3 $ 23 $ - $ 26 Global Specialty Products (23) 4 - (19) Global Technology 5 - - 5 Corporate 54 - - 54 39 27 - 66 Adjustments - - (9) (9) Total operating expenses $ 39 $ 27 $ (9) $ 57 The components of the net increase in total operating expenses are presented in the table above.
Within our Global Technology segment, higher gross margins result from us being both the developer and seller of software products and services. Within our Global Distribution and Value -Added Services segment, gross profit margins may vary between the periods as a result of the changes in the mix of products sold as well as changes in our customer mix.
Within our Global Distribution and Value -Added Services segment, gross profit margins may fluctuate between the periods as a result of the changes in product mix and customer mix.
During the years ended December 28, 2024, December 30, 2023, and December 31, 2022, in connection with our 2022 Plan, we recorded restructuring costs of $37 million, $80 million, and $128 million, respectively.
During the years ended December 28, 2024 and December 30, 2023, in connection with our 2022 Plan, we recorded restructuring and related costs of $37 million and $80 million, respectively, which primarily related to severance and employee-related costs, accelerated amortization of right-of-use assets and fixed assets, and other exit costs.
The decrease in operating costs (excluding acquisitions) during the year ended December 28, 2024 included cost savings from our restructuring activities and reflected a gain of $19 million related to the remeasurement to fair value of a previously held equity investment within our Global Distribution and Value-Added Services segment.
During the year ended December 28, 2024, our operating costs were impacted by recognition of a remeasurement gain related to the remeasurement to fair value of a previously held equity investments of $18 million within our Global Distribution and Value-Added Services segment.
Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other Expense, Net; and Income Taxes are based on actual values and may not recalculate due to rounding.
The disposal was completed during the first quarter of 2024. Table of Contents Index to Financial Statements 56 2025 Compared to 2024 Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other Expense, Net; and Income Taxes are based on actual values and may not recalculate due to rounding.
The net change of $1,211 million was primarily due to decreased net borrowings from debt to finance our investments, increased acquisitions of noncontrolling interests in subsidiaries and increased repurchases of common stock.
The net change of $322 million was primarily due to increased net borrowings from debt, proceeds received from the issuance of common stock, and a reduction in acquisitions of noncontrolling interests in subsidiaries, partially offset by increased repurchases of common stock.
Interest expense increased primarily due to increased borrowings and increased interest rates. Table of Contents Index to Financial Statements 58 Income Taxes Our effective tax rate was 24.9% for the year ended December 28, 2024, compared to 22.1% for the prior year period.
Interest expense increased primarily due to increased borrowings. Income Taxes Our effective tax rate was 23.7% for the year ended December 27, 2025, compared to 24.9% for the prior year period.
(6) Consists of practice management software, e-services, and other products, which are distributed to health care providers.
(6) Consists of the development and distribution of practice management software, e-services and other technology-enabled products for health care providers.
Contractual obligations The following table summarizes our contractual obligations related to fixed and variable rate long-term debt and finance lease obligations, including interest (assuming a weighted average interest rate of 4.88%), as well as inventory purchase commitments and operating lease obligations as of December 28, 2024: Payments due by period 2 - 3 years 4 - 5 years > 5 years Total Contractual obligations: Long-term debt, including interest $ 140 $ 1,053 $ 337 $ 657 $ 2,187 Inventory purchase commitments 9 5 - - 14 Operating lease obligations 87 130 80 81 378 Transition tax obligations 24 - - - 24 Finance lease obligations, including interest 3 3 1 - 7 Total $ 263 $ 1,191 $ 418 $ 738 $ 2,610 For information relating to our debt please see Note 14 – Debt .
Contractual obligations The following table summarizes our contractual obligations related to fixed and variable rate long-term debt and finance lease obligations, including interest (assuming a weighted average interest rate of 4.62%), as well as inventory purchase commitments and operating lease obligations as of December 27, 2025: Payments due by period 2 - 3 years 4 - 5 years > 5 years Total Contractual obligations: Long-term debt, including interest $ 133 $ 942 $ 1,066 $ 656 $ 2,797 Inventory purchase commitments 8 1 - - 9 Operating lease obligations 91 133 84 63 371 Finance lease obligations, including interest 3 3 1 - 7 Total $ 235 $ 1,079 $ 1,151 $ 719 $ 3,184 For information relating to our debt please see Note 14 – Debt .
During the year ended December 28, 2024, we had a sales decrease in our dental and medical distribution businesses, which we believe was primarily a result of lower sales to episodic customers following last year’s cyber incident. We have a number of programs underway focused on re-establishing these customers.
During the years ended December 28, 2024 and December 30, 2023, we had a sales decrease in our dental and medical distribution businesses, which we believe was primarily a result of lower sales to episodic customers following the cyber incident. With respect to the October 2023 cyber incident, we had a $60 million insurance policy, following a $5 million retention.
During the fourth quarter of our fiscal year ended December 28, 2024, we revised our reportable segments to align with how the Chairman and Chief Executive Officer manages the business, assesses performance and allocates resources. Our revised reportable segments now consist of: (i) Global Distribution and Value -Added Services; (ii) Global Specialty Products; and (iii) Global Technology.
Our reportable segments are determined based on how our Chairman and Chief Executive Officer manages the business, assesses performance and allocates resources. We have three reportable segments: (i) Global Distribution and Value -Added Services; (ii) Global Specialty Products; and (iii) Global Technology.
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.
We undertake no duty and have no obligation to update forward-looking statements except as required by law.
Subject to market conditions and other factors, we plan to continue to accelerate our share repurchase activity. Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value.
Please see Note 16 – Plans of Restructuring and Related Costs for additional details. Redeemable Noncontrolling Interests Some minority stockholders in certain of our consolidated subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value.
Cost is determined by the weighted average method for merchandise and actual cost for large equipment, high tech equipment and drop-shipments. We include product costs, labor, and related fixed and variable overhead in the cost of inventory that we manufacture.
Cost is determined by the weighted average method for merchandise and actual cost for large equipment, high-technology equipment and drop-shipments. Inventory costs for manufactured products include direct materials, labor, and an allocation of related fixed and variable overhead. The determination of inventory carrying values requires management to make significant estimates and judgments.
Adjusted for the impact of the cyber incident our days sales outstanding decreased to 45.7 days as of December 28, 2024. During the years ended December 28, 2024 and December 30, 2023, we wrote off approximately $12 million and $16 million, respectively, of fully reserved accounts receivable against our trade receivable reserve.
During the years ended December 27, 2025 and December 28, 2024, we wrote off approximately $18 million and $12 million, respectively, of fully reserved accounts receivable against our trade receivable reserve. Our inventory turns from operations decreased to 4.8 as of December 27, 2025 from 5.0 as of December 28, 2024.
In each year, the difference between our effective and federal statutory tax rates primarily relates to state and foreign income taxes and interest expense.
The difference between our effective and federal statutory tax rates primarily relates to state and foreign income taxes and interest expense, as well as the tax treatment associated with the acquisition of a controlling interest of a previously held non-controlling equity investment.
Net cash used in investing activities was $430 million for the year ended December 28, 2024, compared to net cash used in investing activities of $1,135 million for the prior year. The net change of $705 million was primarily attributable to decreased payments for equity investments and business acquisitions.
Net cash used in investing activities was $400 million for the year ended December 27, 2025, compared to net cash used in investing activities of $430 million for the prior year. The net change of $30 million was primarily attributable to lower acquisition activity.
The estimated increase in the segment’s internally generated local currency sales, excluding PPE products and COVID- 19 test kits, was 0.3%. Global Specialty Products Global Specialty Products net sales for the year ended December 28, 2024 increased 8.7%. The components of our sales increase are presented in the table above.
Global Specialty Products Global Specialty Products net sales for the year ended December 27, 2025 increased 6.7%. The components of our sales increase are presented in the table above. The 3.3% increase in internally generated local currency sales was attributable to growth in our implant and biomaterial businesses, and orthopedics, partially offset by a decline in orthodontic sales.
The components of sales growth are presented in the table above. The internally generated local currency increase of 2.4% in Global Technology sales was primarily attributable to a continued increase in the number of cloud-based users of our practice management software and an increase in revenue cycle management solutions and our analytical products.
The internally generated local currency increase of 6.7% in Global Technology sales was primarily attributable to the adoption of our core practice management solutions, particularly our cloud-based platforms, as well as an increase in revenue cycle management solutions.
Table of Contents Index to Financial Statements 59 2023 Compared to 2022 Discussion of the results of operations for the year ended December 30, 2023 as compared to December 31, 2022 was included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K for the year ended December 30, 2023, as filed with the SEC on February 28, 2024.
Table of Contents Index to Financial Statements 54 Results of Operations Refer to Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results of operations for the fiscal year 2024 compared to fiscal year 2023.
Implant system during the year ended December 30, 2023. Table of Contents Index to Financial Statements 61 Global Technology Global Technology net sales for the year ended December 30, 2023 increased 9.6%. The components of our sales growth are presented in the table above.
Global Technology Global Technology net sales for the year ended December 27, 2025 increased 7.1%. The components of sales growth are presented in the table above.
The increase in Global Distribution and Value-Added Services gross profit for the year ended December 28, 2024 compared to the prior-year-period is due to acquisitions and margin expansion providing a favorable impact of sales mix of higher-margin products.
The increase in Global Distribution and Value-Added Services gross profit for the year ended December 27, 2025 compared to the prior-year-period is due primarily to increased internally generated sales volume as described above. The decrease in gross margin rates was attributable primarily to the impact of targeted promotional programs and product mix.
Our cash and cash equivalents consist of bank balances and investments in money market funds representing overnight investments with a high degree of liquidity. Accounts receivable days sales outstanding and inventory turns Our accounts receivable days sales outstanding from operations increased to 47.3 days as of December 28, 2024 from 46.2 days as of December 30, 2023.
Our cash and cash equivalents consist of bank balances and investments in money market funds representing overnight investments with a high degree of liquidity.
We also manufacture, source and sell a range of company-owned manufactured products, primarily implants, biomaterial products, endodontics, handpiece and small equipment, hand instrument and repair, restoratives, orthodontics, wound care, orthopedics and dental lab products. We have achieved scale in these global businesses primarily through acquisitions, as manufacturers of these products typically do not utilize a distribution channel to serve customers.
As a distributor, we market and sell branded products as well as our own corporate brand portfolio of cost-effective, high-quality consumable merchandise products. We also manufacture, source and sell a range of company-owned manufactured products, primarily implants, biomaterial products, endodontics, handpiece and small equipment, hand instrument and repair, restoratives, orthodontics, wound care, orthopedics and dental lab products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+1 added−1 removed12 unchanged
Biggest changeOn July 11, 2023, we entered into a three-year $750 million term loan credit agreement (the “Term Credit Agreement”). The interest rate on this term loan is based on the Term SOFR plus a spread based on our leverage ratio at the end of each financial reporting quarter. This term loan matures on July 11, 2026.
Biggest changeOn June 6, 2025, this agreement was amended and restated to, among other things, (i) extend the maturity date to June 6, 2030, and (ii) modify certain financial definitions and covenants. The interest rate on this term loan is based on the Term SOFR plus a spread based on our leverage ratio at the end of each financial reporting quarter.
A hypothetical 5% change in the average value of the U.S. dollar in 2024 compared to foreign currencies would have changed our 2024 reported Net income attributable to Henry Schein, Inc. by approximately $7 million.
A hypothetical 5% change in the average value of the U.S. dollar in 2025 compared to foreign currencies would have changed our 2025 reported Net income attributable to Henry Schein, Inc. by approximately $6 million.
Our revolving credit facility, which we entered into on July 11, 2023 and expires on July 11, 2028, has a variable interest rate that is based on the SOFR plus a spread based on our leverage ratio at the end of each financial reporting quarter. As of December 28, 2024, there was $0 million outstanding under this revolving credit facility.
Our revolving credit facility, which we entered into on July 11, 2023 and expires on July 11, 2028, has a variable interest rate that is based on the SOFR plus a spread based on our leverage ratio at the end of each financial reporting quarter. As of December 27, 2025, there was $100 million outstanding under this revolving credit facility.
Included in the forward foreign currency exchange agreements, Henry Schein, Inc. had net investment designated EUR/USD forward contracts with notional values of approximately €300 million and reported fair values of $9 million. A 5% increase in the value of the Euro to the USD from December 28, 2024 would decrease the fair value of these forward contracts by $17 million.
Included in the forward foreign currency exchange agreements, Henry Schein, Inc. had net investment designated EUR/USD forward contracts with notional values of approximately €300 million and reported fair values of $(20) million. A 5% increase in the value of the Euro to the USD from December 27, 2025 would decrease the fair value of these forward contracts by $18 million.
For the years ended December 28, 2024, December 30, 2023, and December 31, 2022 we have recorded a gain/(loss), within selling, general and administrative expense, of approximately $8 million, $10 million and $(17) million, respectively, net of transaction costs, related to this undesignated swap.
For the years ended December 27, 2025, December 28, 2024, and December 30, 2023 we have recorded a gain within selling, general and administrative expense, of approximately $11 million, $8 million and $10 million, respectively, net of transaction costs, related to this undesignated swap.
Table of Contents Index to Financial Statements 71 Interest Rate Risk As of December 28, 2024, we had variable interest rate exposure for certain of our revolving credit facilities and our U.S. trade accounts receivable securitization.
Table of Contents Index to Financial Statements 68 Interest Rate Risk As of December 27, 2025, we had variable interest rate exposure for certain of our revolving credit facilities and our U.S. trade accounts receivable securitization.
As of December 28, 2024, our forward foreign currency exchange agreements, which expire through November 3, 2028, had a fair value of $12 million as determined by quoted market prices.
As of December 27, 2025, our forward foreign currency exchange agreements, which expire through November 3, 2028, had a fair value of $(20) million as determined by quoted market prices.
During the year ended December 28, 2024, the average outstanding balance was approximately $50 million. Based upon our average outstanding balances, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by $0.1 million.
During the year ended December 27, 2025, the average outstanding balance was approximately $203 million. Based upon our average outstanding balances, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by $0.5 million.
Under the terms of the interest rate swap agreements, we receive variable interest payments based on the one-month Term SOFR rate and pay interest at a fixed rate. As of December 28, 2024, the notional value of the interest rate swap agreements was $713 million.
Under the terms of the interest rate swap agreements, we receive variable interest payments based on the one-month Term SOFR rate and pay interest at a fixed rate. As of December 27, 2025, the notional value of the interest rate swap agreements was $675 million. Table of Contents 69
As of December 28, 2024, the commercial paper rate was 4.73% plus 0.75%, for a combined rate of 5.48%, and the outstanding balance under this securitization facility was $150 million. During the year ended December 28, 2024, the average outstanding balance was approximately $252 million.
As of December 27, 2025, the commercial paper rate was 4.06% plus 0.75%, for a combined rate of 4.81%, and the outstanding balance under this securitization facility was $390 million. During the year ended December 27, 2025, the average outstanding balance was approximately $363 million.
At December 28, 2024, the notional value of the investments in these plans was $106 million. At December 28, 2024, the financing blended rate for this swap was based on the Secured Overnight Financing Rate (“SOFR”) of 4.53% plus 0.61%, for a combined rate of 5.14%.
At December 27, 2025, the notional value of the investments in these plans was $117 million. At December 27, 2025, the financing blended rate for this swap was based on the Secured Overnight Financing Rate (“SOFR”) of 3.79% plus 0.75%, for a combined rate of 4.54%.
Based upon our average outstanding balances, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by $1 million.
Based upon our average outstanding balances, for each hypothetical increase of 25 basis points, our interest expense thereunder would have increased by $1 million. On July 11, 2023, we entered into a three-year $750 million term loan credit agreement (the “Term Credit Agreement”), which was originally scheduled to mature on July 11, 2026.
Removed
At December 28, 2024, the interest rate under the Term Credit Agreement was 4.45% plus 1.60% for a combined rate of 6.05%. However, we have a hedge in place (see Note 13 – Derivatives and Hedging Activities for additional information) that ultimately creates an effective fixed rate of 6.04%. Table of Contents 72
Added
After renewing the Term Credit Agreement in June of 2025, our hedged portion of the Term Credit Agreement was approximately 90% of the notional total. As of December 27, 2025, the effective fixed rate was 5.69% and the floating rate was 5.01%, resulting in a weighted average rate of 5.62%.

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