CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions |
Sep. 24, 2022 |
Dec. 25, 2021 |
|---|---|---|
| Current assets: | ||
| Accounts receivable, reserves (in dollars) | $ 63 | $ 67 |
| Stockholders' equity: | ||
| Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
| Preferred stock, shares outstanding (in shares) | 0 | 0 |
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares authorized (in shares) | 480,000,000 | 480,000,000 |
| Common stock, shares outstanding (in shares) | 135,258,887 | 137,145,558 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
|
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
| Net income | $ 162 | $ 169 | $ 515 | $ 508 |
| Other comprehensive loss, net of tax: | ||||
| Foreign currency translation loss | (89) | (40) | (176) | (40) |
| Unrealized gain from foreign currency hedging activities | 11 | 4 | 20 | 5 |
| Pension adjustment gain | 1 | 0 | 1 | 1 |
| Other comprehensive loss, net of tax | (77) | (36) | (155) | (34) |
| Comprehensive income | 85 | 133 | 360 | 474 |
| Comprehensive income attributable to noncontrolling interests: | ||||
| Net income | (12) | (7) | (24) | (24) |
| Foreign currency translation loss | 6 | 5 | 14 | 4 |
| Comprehensive income attributable to noncontrolling interests | (6) | (2) | (10) | (20) |
| Comprehensive income attributable to Henry Schein, Inc. | $ 79 | $ 131 | $ 350 | $ 454 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
Dec. 25, 2021 |
|
| Net income attributable to Redeemable noncontrolling interests | $ 10 | $ 5 | $ 19 | $ 19 | $ 23 |
| Foreign currency translation gain (loss) attributable to Redeemable noncontrolling interests | (6) | (5) | (13) | (4) | $ (6) |
| Unrealized gain from foreign currency hedging activities, tax | 4 | 1 | 7 | 2 | |
| Pension adjustment gain, tax | $ (1) | $ 0 | $ (1) | $ 0 | |
Basis of Presentation |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Basis of Presentation [Abstract] | |
| Basis of Presentation | Note 1 – Basis of Presentation Our condensed consolidated financial statements include the accounts of Henry controlled subsidiaries (“we”, “us” or “our”). consolidation. financial decisions are accounted for under the equity method. to conform to the current period presentation. Our accompanying unaudited condensed consolidated financial statements accounting principles generally accepted in the United States with the instructions to Form 10-Q and Article 10 of Regulation S-X. information and footnote disclosures required by U.S. GAAP for complete The unaudited interim condensed consolidated financial statements should be consolidated financial statements and notes to the consolidated financial on Form 10-K for the year ended December 25, 2021 and with the information available filings with the Securities and Exchange Commission. reflect all adjustments considered necessary for a fair presentation of financial position for the interim periods presented. The preparation of financial statements in conformity with accounting principles States requires us to make estimates and assumptions that affect the reported amounts of disclosure of contingent assets and liabilities at the date of the financial revenues and expenses during the reporting period. operations for the nine months ended September 24, 2022 are not necessarily for any other interim period or for the year ending December 31, 2022. We consolidate the results of operations and financial position of a trade accounts receivable securitization which we consider a Variable Interest Entity (“VIE”) because we are the primary beneficiary, and we have the power to direct activities that most significantly affect the economic performance and have majority of the losses or benefits. collateral to the related debt. September 24, 2022 and December 25, 2021, certain trade accounts receivable obligations of this VIE were $ 313 138 creditors have recourse to us were $ 225 105 Our condensed consolidated financial statements reflect estimates and other things, our goodwill, long-lived asset and definite-lived intangible investment valuation; assessment of the annual effective tax rate; valuation of tax contingencies; the allowance for doubtful accounts; hedging activity; compensation cost for certain share-based performance awards and cash bonus assumptions. regarding estimates and impairments could change in the future. pandemic may again have a material adverse effect on our business, results of operations result in a material adverse effect on our financial condition and liquidity. impact cannot be reasonably estimated at this time |
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards [Abstract] | |
| Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards | Note 2 – Critical Accounting Policies, Accounting Pronouncements Adopted Standards Critical Accounting Policies There have been no material changes in our critical accounting policies 24, 2022, as compared to the critical accounting policies described in Item 7 for the year ended December 25, 2021. Accounting Pronouncements Adopted On December 26, 2021 Contract Assets and Contract Liabilities from Contracts with Customers” an acquirer to recognize and measure contract assets and contract liabilities acquired accordance with Topic 606. accordance with Topic 606 as if it had originated the contracts. acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. result in an acquirer recognizing and measuring the acquired contract assets how they were recognized and measured in the acquiree’s financial statements. adoption not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or reference rate expected to be discontinued because of reference rate reform. March 12, 2020 and can be applied prospectively through December 31, ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”). optional expedients and exceptions to certain guidance in U.S. GAAP to the expected market transition from LIBOR and other interbank offered rates as the Secured Overnight Financing Rate. applied through December 31, 2022. impact on our consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Portfolio Layer Method,” which will expand companies' abilities portfolios of financial assets (or beneficial interests) in a fair value hedge. portfolio layer method (previously referred to as the last-of-layer closed portfolio of assets using spot starting, forward starting and amortizing-notional prepayable and non-prepayable financial assets to be included in the closed layer hedge. portfolio layer method hedges, but rather be maintained on the closed portfolio 01 is effective for fiscal years beginning after December 15, 2022, including interim periods years. expect that the requirements of this guidance will have a material impact |
Revenue from Contracts with Customers |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Revenue from Contracts with Customers [Abstract] | |
| Revenue from Contracts with Customers | Note 3 – Revenue from Contracts with Customers Revenue is recognized in accordance with policies disclosed in Item 8 of our the year ended December 25, 2021. Disaggregation of Net Sales The following table disaggregates our Net sales by reportable segment and geographic Three Months Ended Nine Months Ended September 24, 2022 September 24, 2022 North America International Global North America International Global Net Sales: Health care distribution Dental $ 1,131 $ 654 $ 1,785 $ 3,360 $ 2,106 $ 5,466 Medical 1,088 18 1,106 3,215 59 3,274 Total health care distribution 2,219 672 2,891 6,575 2,165 8,740 Technology 155 21 176 469 67 536 Total revenues $ 2,374 $ 693 $ 3,067 $ 7,044 $ 2,232 $ 9,276 Three Months Ended Nine Months Ended September 25, 2021 September 25, 2021 North America International Global North America International Global Net Sales: Health care distribution Dental $ 1,115 $ 708 $ 1,823 $ 3,289 $ 2,235 $ 5,524 Medical 1,162 23 1,185 3,000 78 3,078 Total health care distribution 2,277 731 3,008 6,289 2,313 8,602 Technology 149 21 170 404 64 468 Total revenues $ 2,426 $ 752 $ 3,178 $ 6,693 $ 2,377 $ 9,070 At December 25, 2021, the current portion of contract liabilities of $ 89 Other, and $ 10 months ended September 24, 2022, we recognized in net sales $ 70 deferred at December 25, 2021. were $ 76 9 |
Segment Data |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Segment Data [Abstract] | |
| Segment Data | Note 4 Segment Data We conduct our business through two value-added services. dental businesses serve office-based dental practitioners, dental laboratories, schools and global medical businesses serve office-based medical practitioners, ambulatory settings and other institutions. 32 The health care distribution reportable segment aggregates our global segment distributes consumable products, dental specialty products, equipment, equipment repair services, branded and generic pharmaceuticals, tests, infection-control products, personal protective equipment (“PPE”) Our global technology and value-added services reportable segment provides added services to health care practitioners. systems for dental and medical practitioners. education, revenue cycle management and financial services on a non-recourse technology, network and hardware services, as well as continuing education services for practitioners. The following tables present information about our reportable and operating Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Net Sales: Health care distribution Dental $ 1,785 $ 1,823 $ 5,466 $ 5,524 Medical 1,106 1,185 3,274 3,078 Total health care distribution 2,891 3,008 8,740 8,602 Technology 176 170 536 468 Total $ 3,067 $ 3,178 $ 9,276 $ 9,070 Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Operating Income: Health care distribution $ 179 $ 179 $ 579 $ 558 Technology 32 32 96 93 Total $ 211 $ 211 $ 675 $ 651 |
Business Acquisitions |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Business Acquisitions [Abstract] | |
| Business Acquisitions | Note 5 Business Acquisitions 2022 Acquisitions We completed several acquisitions during the nine months ended September 24, 2022, our condensed consolidated financial statements. 80 % to 100 %. Acquisitions within our healthcare distribution segment included dental products. and connects dental office managers, practice administrators and dental business The following table aggregates assets acquired for acquisitions during the nine months ended September 24, estimates and assumptions to accurately value those assets acquired and as well as contingent consideration, where applicable, our estimates are refinement. liabilities assumed with the corresponding offset to goodwill within our condensed consolidated balance Approximately half of the acquired goodwill is deductible for tax purposes. 2022 Acquisition consideration: Cash $ 132 Deferred consideration 1 Fair value of previously held equity method investment 16 Redeemable noncontrolling interests 4 Total consideration $ 153 Identifiable assets acquired and liabilities assumed: Current assets 36 Intangible assets 70 Other noncurrent assets 7 Current liabilities (23) Deferred income taxes (5) Other noncurrent liabilities (5) Total identifiable 80 Goodwill 73 Total net assets acquired $ 153 The following table summarizes the identifiable intangible assets acquired 24, 2022 and their estimated useful lives as of the date of the acquisition: 2022 Estimated Useful Lives (in years) Customer relationships and lists $ 56 10 Trademarks/ Tradenames 10 5 Non-compete agreements 2 2 - 5 Other 2 10 Total $ 70 2021 Acquisitions We completed several acquisitions during the nine months ended September 25, 2021 which were immaterial to our financial statements. 51 % to 100 %. within our health care distribution segment included manufacturing of dental and medical products, a provider of home packaging. marketing and website solutions, practice transition services, and business The following table aggregates assets acquired for acquisitions during the nine months ended September 25, estimates and assumptions to accurately value those assets acquired as well as contingent consideration, where applicable, our estimates are refinement. liabilities assumed with the corresponding offset to goodwill within our condensed consolidated 2021 Acquisition consideration: Cash $ 424 Deferred consideration 11 Fair value of previously held equity method investment 8 Redeemable noncontrolling interests 179 Total consideration $ 622 Identifiable assets acquired and liabilities assumed: Current assets 159 Intangible assets 259 Other noncurrent assets 39 Current liabilities (62) Deferred income taxes (18) Other noncurrent liabilities (39) Total identifiable 338 Goodwill 284 Total net assets acquired $ 622 The following table summarizes the identifiable intangible assets acquired 25, 2021 and their estimated useful lives as of the date of the acquisition: 2021 Estimated Useful Lives (in years) Customer relationships and lists $ 175 6 - 12 Trademarks / Tradenames 42 5 - 10 Non-compete agreements 6 5 Product development 21 5 - 10 Other 15 18 Total $ 259 The major classes of assets and liabilities that we generally allocate purchase identifiable intangible assets (i.e., customer relationships and lists, trademarks development and non-compete agreements), inventory and accounts deferred taxes and other current and long-term assets and liabilities. intangible assets is based on critical estimates, judgments and assumptions conditions, discount rates, discounted cash flows, customer retention rates Some prior owners of acquired subsidiaries are eligible to receive additional certain financial targets are met. price consideration at the time of the acquisition. condensed consolidated statements of income. 2021, there were no material adjustments recorded in our condensed consolidated changes in estimated contingent purchase price liabilities. During the nine months ended September 24, 2022 and September 25, 2021 we 6 6 respectively, in acquisition costs. |
Fair Value Measurements |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Fair Value Measurements [Abstract] | |
| Fair Value Measurements | Note 6 – Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or transaction between market participants at the measurement date. (1) market participant assumptions developed based on market data obtained inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the in active markets for identical assets or liabilities (Level 1) and the lowest priority The three levels of the fair value hierarchy are described as follows: • measurement date. • either directly or indirectly. quoted prices for identical or similar assets or liabilities in markets prices that are observable for the asset or liability; and inputs that are derived observable market data by correlation or other means. • The following section describes the fair values of our financial instruments measure their fair values. Investments and notes receivable There are no quoted market prices available for investments in unconsolidated however, we believe the carrying amounts are a reasonable estimate of fair value based on the interest applicable markets. Debt The fair value of our debt (including bank credit lines) is classified as as of September 24, 2022 and December 25, 2021 was estimated at 1,045 873 Factors that we considered when estimating the fair value of our debt rates and credit spreads. Derivative contracts Derivative contracts are valued using quoted market prices and derivative instruments to minimize our exposure to fluctuations in foreign instruments primarily include foreign currency forward agreements related forecasted inventory purchase commitments with foreign suppliers, portion of our euro-denominated foreign operations which are designated as net return swap for the purpose of economically hedging our unfunded plan and our deferred compensation plan. The fair values for the majority of our foreign currency derivative contracts are rate to a published forward price of the underlying market rates, which transactions and are classified within Level 2 of the fair value hierarchy. Redeemable noncontrolling interests The values for Redeemable noncontrolling interests are classified within based on recent transactions and/or implied multiples of earnings. for additional information. The following table presents our assets and liabilities that are measured and basis classified under the appropriate level of the fair value hierarchy as of September 2021: September 24, 2022 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 40 $ - $ 40 Derivative contracts undesignated - 4 - 4 Total assets $ - $ 44 $ - $ 44 Liabilities: Derivative contracts designated as hedges $ - $ 3 $ - $ 3 Derivative contracts undesignated - 7 - 7 Total return - 7 - 7 Total liabilities $ - $ 17 $ - $ 17 Redeemable noncontrolling interests $ - $ - $ 563 $ 563 December 25, 2021 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 8 $ - $ 8 Derivative contracts undesignated - 1 - 1 Total return - 1 - 1 Total assets $ - $ 10 $ - $ 10 Liabilities: Derivative contracts designated as hedges $ - $ 1 $ - $ 1 Derivative contracts undesignated - 2 - 2 Total liabilities $ - $ 3 $ - $ 3 Redeemable noncontrolling interests $ - $ - $ 613 $ 613 |
Debt |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Debt [Abstract] | |
| Debt | Note 7 – Debt Bank Credit Lines Bank credit lines consisted of the following: September 24, December 25, 2022 2021 Revolving credit agreement $ - $ - Other short-term bank credit lines 107 51 Total $ 107 $ 51 Revolving Credit Agreement On August 20, 2021 , we entered into a $ 1 facility which matures on August 20, 2026 750 to mature in April 2022. the end of each financial reporting quarter. while the remaining LIBOR rates will be discontinued immediately discontinuation of LIBOR as a reference rate in our debt agreements financial position or to materially affect our interest expense. things, that we maintain certain maximum leverage ratios. representations, warranties and affirmative covenants as well as customary negative negotiated exceptions, on liens, indebtedness, significant corporate changes certain restrictive agreements. no revolving credit facility. 9 9 of letters of credit, respectively, provided to third parties under the credit facility. Other Short-Term Bank Credit As of September 24, 2022 and December 25, 2021, we had various other which $ 107 51 2021, borrowings under all of these credit lines had a weighted average 9.35 % and 10.44 %, respectively. Long-term debt Long-term debt consisted of the following: September 24, December 25, 2022 2021 Private placement facilities $ 699 $ 706 U.S. trade accounts receivable securitization 225 105 Various in varying installments through 2023 at interest rates ranging from 0.00 % to 3.50 % at September 24, 2022 and ranging from 2.62 % to 4.27 % at December 25, 2021 7 4 Finance lease obligations 7 7 Total 938 822 Less current maturities (4) (11) Total long-term debt $ 934 $ 811 Private Placement Facilities Our private placement facilities were amended on October 20, 2021 four three ) insurance companies, have a total facility amount of $ 1.5 1.0 uncommitted basis at fixed rate economic terms to be agreed upon at through October 20, 2026 June 23, 2023 ). the lenders at a fixed rate based on an agreed upon spread over applicable issuance. five 15 years average life no longer than 12 years ). corporate purposes, including working capital and capital expenditures, to fund potential acquisitions. leverage ratios, and contain restrictions relating to subsidiary indebtedness, assets and certain changes in ownership. off the facilities prior to the applicable due dates. The components of our private placement facility borrowings as following table: Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date January 20, 2012 $ 50 3.45 % January 20, 2024 December 24, 2012 50 3.00 December 24, 2024 June 16, 2017 100 3.42 June 16, 2027 September 15, 2017 100 3.52 September 15, 2029 January 2, 2018 100 3.32 January 2, 2028 September 2, 2020 100 2.35 September 2, 2030 June 2, 2021 100 2.48 June 2, 2031 June 2, 2021 100 2.58 June 2, 2033 Less: Deferred debt issuance costs (1) Total $ 699 U.S. Trade Accounts Receivable Securitization We have a facility agreement based on the securitization of our U.S. trade accounts receivable that is structured as an asset-backed securitization program with pricing committed for up three years . extended the expiration date of this facility agreement to October 18, 2024 the facility from $ 350 450 two 25, 2021, the borrowings outstanding under this securitization facility were 225 105 respectively. backed commercial paper rate of 2.89 % plus 0.75 %, for a combined rate of 3.64 %. interest rate on borrowings under this facility was based on the asset-backed 0.19 % plus 0.75 %, for a combined rate of 0.94 %. If our accounts receivable collection pattern changes due to customers either our ability to borrow under this facility may be reduced. We are required to pay a commitment fee of 30 35 |
Income Taxes |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Income Taxes [Abstract] | |
| Income Taxes | Note 8 – Income Taxes For the nine months ended September 24, 2022 our effective tax rate was 23.5 % compared to 24.2 % for the prior year period. ended September 24, 2022 primarily relates to state and foreign income taxes based compensation. months ended September 25, 2021 primarily relates to state and foreign charges and credits associated with legal entity reorganizations. On August 16, 2022, the Inflation Reduction Act (H.R. 5376) (“IRA”) was signed Among other things, the IRA imposes a 15% corporate alternative December 31, 2022 and levies a 1% excise tax on net stock repurchases after the process of analyzing the provisions of the IRA. The total amount of unrecognized tax benefits, which are included in consolidated balance sheets, as of September 24, 2022 and December 25, 84 84 respectively, of which $ 71 69 It is possible that the amount of unrecognized tax benefits will material impact on our condensed consolidated statements of income. All tax returns audited by the IRS are officially closed through 2016. IRS include years 2017 and forward. tax year 2019 was selected for examination. During the quarter ended September 26, 2020 we reached an agreement appropriate transfer pricing methodology for the years 2014-2025. future transfer pricing audit adjustments. The total amounts of interest and penalties are classified as a component amount of tax interest expense/(credit) was $ 1 $ (2) “Other liabilities,” and was $ 14 12 No penalties were accrued for the periods presented. |
Legal Proceedings |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Legal Proceedings [Abstract] | |
| Legal Proceedings | Note 9 – Legal Proceedings Henry Schein, Inc. has been named as a defendant in multiple lawsuits ( 150 ); in less than half of those cases one or more of Henry Schein, defendant). advertising campaign to expand the market for such drugs and their own market supply chain (including Henry Schein, Inc. and its affiliated companies) reaped otherwise failing to monitor appropriately and restrict the improper distribution consist of some that have been consolidated within the MultiDistrict Litigation Prescription Opiate Litigation (MDL No. 2804; Case No. 17-md-2804) remain pending in state courts and are proceeding independently and outside following cases are set for trial: the action filed by Mobile County Board which is currently stayed but remains set for a jury trial on January 9, 2023; Authority, et al. in Alabama state court, which has been designated a bellwether with eight thirty-eight set for a jury trial on July 24, 2023; and the action filed by Florida Health 38 hospitals located throughout the State of Florida) in Florida state court, in October 2024. twenty-six one additional hospital, for a total amount of three-hundred thousand twenty-six dismissed. 12.4 two-tenths vigorously against these actions. In August 2022, Henry Schein received a Grand Jury Subpoena from the United Western District of Virginia, Federal Food, Drug & Cosmetic Act by Butler Animal Health Supply, LLC (“Butler”), a former subsidiary of Henry Schein. October 2022, Henry Schein received a second Grand Jury Subpoena the Western District of Virginia. received from Butler or Covetrus, Inc. (“Covetrus”). subsidiary of Covetrus in 2019 and is no longer owned by Henry Schein. investigation. From time to time, we may become a party to other legal proceedings, liability claims, employment matters, commercial disputes, governmental in some cases involve our entering into settlement arrangements or consent of the ordinary course of our business. in our opinion none of these other pending matters are currently anticipated consolidated financial position, liquidity or results of operations. As of September 24, 2022, we had accrued our best estimate of potential losses probable to result in liability and for which we were able to reasonably well as related expenses, was not material to our financial position, for determining estimated losses considers currently available facts, presently other factors, including probable recoveries from third parties. |
Stock-Based Compensation |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Stock-Based Compensation [Abstract] | |
| Stock-Based Compensation | Note 10 – Stock-Based Compensation Stock-based awards are provided to certain employees under the terms of our non-employee directors under the terms of our 2015 Non-Employee Director “Plans”). “Compensation Committee”). form of time-based and performance-based restricted stock units (“RSUs”). light of the COVID-19 pandemic, the Compensation Committee determined to set a meaningful three-year cumulative earnings per share target as the goal applicable RSU awards as it had done in prior years. employees for fiscal 2021 in the form of time-based RSUs and non-qualified value appreciation and retention instead of pre-established performance goals. continued to receive equity-based awards for fiscal 2021 solely in the form of time-based the Compensation Committee reinstated performance-based RSUs 2022 and awarded grants in the form of time-based RSUs, performance-based options. RSUs are stock-based awards granted to recipients with specified vesting provisions. stock is generally delivered on or following satisfaction of vesting conditions. vest (i) solely based on the recipient’s continued service over time, primarily with four -year cliff vesting and/or (ii) based on achieving specified performance measurements and the recipient’s continued service over time, primarily with three -year cliff vesting. are granted with 12 -month cliff vesting. straight-line basis. With respect to time-based RSUs, we estimate the fair value on the date of grant based on our closing the time of grant. received by the recipient is based upon our performance as measured against period, as determined by the Compensation Committee. will be achieved, we estimate the fair value of performance-based RSUs grant. Each of the Plans provide for certain adjustments to the performance the Plans. performance measurement adjustments relate to significant events, including, without divestitures, new business ventures, certain capital transactions (including share budgeted average outstanding shares (other than those resulting from capital restructuring costs, if any, certain litigation settlements or payments, if any, changes in accounting principles or in applicable laws or regulations, changes in income tax rates in certain financial impact, either positive or negative, of the differences in projected earnings 19 test kits (solely with respect to performance-based RSUs circumstances affecting us. Over the performance period, the number of shares of common stock that will related compensation expense is adjusted upward or downward based upon performance targets. recognized as an expense will be based on our actual performance metrics Stock options are awards that allow the recipient to purchase shares of our common vesting of the stock options. date of grant. one-third service, subject to the terms and conditions of the 2020 Stock Incentive Plan, three years grant date and have a contractual term of ten years upon certain events. We estimate the fair value of stock options using the Black-Scholes valuation model. In addition to equity-based awards granted in fiscal 2021 under the long-term Committee granted a Special Pandemic Recognition Award under the 2020 Stock Incentive Plan to recipients of performance-based RSUs under the 2018 long-term incentive program. restricted stock units granted under the fiscal 2018 long-term incentive program impacted by the global COVID-19 pandemic. three - year EPS goal under such equity awards and the contributions made by our employees received such awards), on March 3, 2021, the Compensation Committee granted Award to recipients of performance-based restricted stock units under the 2018 LTIP who were employed by us on the grant date of the Special Pandemic Recognition Award. 50 % on the first anniversary of the grant date and 50 % on the second anniversary of the grant date, based on the recipient’s continued service and subject to the terms and conditions of the 2020 Stock Incentive compensation expense using a graded vesting method. 20 % payout based on actual performance of the 2018 LTIP and the one-time Special Pandemic Recognition Award granted in 2021 will generate a cumulative payout of 75 % of each recipient’s original number of performance-based restricted stock units awarded in 2018 if the recipient satisfies the two -year vesting schedule commencing on the grant date. Our accompanying condensed consolidated statements of income reflect of $ 17 13 44 34 September 24, 2022, respectively. share-based compensation expense of $ 28 21 58 44 respectively. Total unrecognized compensation cost related to unvested awards as of September 24, 2022 was $ 104 which is expected to be recognized over a weighted-average period of 2.2 The following weighted-average assumptions were used in determining granted using the Black-Scholes valuation model: 2022 Expected dividend yield 0.0 % Expected stock price volatility 27.70 % Risk-free interest rate 3.42 % Expected life of options (years) 6.00 We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in the foreseeable future. our stock, historical volatility of our stock, and other factors. Treasury yield curve in effect at the time of grant in conjunction with considering the expected life of options. six -year expected life of the options was determined using the simplified as permitted under SAB Topic 14. value ultimately realized by recipients of stock options, and subsequent events reasonableness of the original estimates of fair value made by us. The following table summarizes stock option activity under the Plans 2022: Stock Options Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Life in Shares Price Years Outstanding at beginning of period 767,717 $ 63.24 Granted 418,425 85.82 Exercised (30,554) 62.71 Forfeited (17,850) 72.96 Outstanding at end of period 1,137,738 $ 71.41 8.8 $ 3 Options exercisable at end of period 223,198 $ 63.19 Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life (in years) Value Vested 898,310 $ 73.60 8.9 $ 2 The following tables summarize the activity of our unvested RSUs for the nine Time-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,945,862 $ 58.79 Granted 466,473 85.67 Vested (505,004) 54.74 Forfeited (54,618) 67.23 Outstanding at end of period 1,852,713 $ 66.39 $ 67.34 Performance-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 674,753 $ 59.63 Granted 442,871 76.68 Vested (392,646) 59.18 Forfeited (13,631) 67.17 Outstanding at end of period 711,347 $ 63.27 $ 67.34 |
Redeemable Noncontrolling Interests |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Redeemable Noncontrolling Interests [Abstract] | |
| Redeemable Noncontrolling Interests | Note 11 – Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, their ownership interest in those entities at fair value. applicable for noncontrolling interests where we are or may be required outstanding interest in a consolidated subsidiary from the noncontrolling option contained in contractual agreements. interests for the nine months ended September 24, 2022 and the year following table: September 24, December 25, 2022 2021 Balance, beginning of period $ 613 $ 328 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (26) (60) Increase in redeemable noncontrolling interests due to business acquisitions 4 189 Net income attributable to redeemable noncontrolling interests 19 23 Dividends declared (16) (21) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests (13) (6) Change in fair value of redeemable securities (18) 160 Balance, end of period $ 563 $ 613 |
Comprehensive Income |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Comprehensive Income [Abstract] | |
| Comprehensive Income | Note 12 – Comprehensive Income Comprehensive income includes certain gains and losses that, under U.S. such amounts are recorded directly as an adjustment to stockholders’ The following table summarizes our Accumulated other comprehensive loss, net of September 24, December 25, 2022 2021 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ (44) $ (31) Attributable to noncontrolling interests: Foreign currency translation adjustment $ (1) $ - Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (317) $ (155) Unrealized gain (loss) from foreign currency hedging activities 18 (2) Pension adjustment loss (13) (14) Accumulated other comprehensive loss $ (312) $ (171) Total Accumulated $ (357) $ (202) The following table summarizes the components of comprehensive income, net Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Net income $ 162 $ 169 $ 515 $ 508 Foreign currency translation loss (89) (40) (176) (40) Tax effect - - - - Foreign currency translation loss (89) (40) (176) (40) Unrealized gain from foreign currency hedging 15 5 27 7 Tax effect (4) (1) (7) (2) Unrealized gain from foreign currency hedging 11 4 20 5 Pension adjustment gain 2 - 2 1 Tax effect (1) - (1) - Pension adjustment gain 1 - 1 1 Comprehensive income $ 85 $ 133 $ 360 $ 474 The change in the unrealized gain from foreign currency hedging activities September 24, 2022 and September 25, 2021 was primarily attributable to into during 2019. Our financial statements are denominated in the U.S. Dollar currency. currencies as compared to the U.S. Dollar may have a significant impact foreign currency translation loss during the nine months ended September strengthening of the U.S. Dollar as compared to the Euro, British Pound, Australian The following table summarizes our total comprehensive income, net of Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Comprehensive income attributable to Henry Schein, Inc. $ 79 $ 131 $ 350 $ 454 Comprehensive income attributable to noncontrolling interests 2 2 4 5 Comprehensive income attributable to Redeemable noncontrolling interests 4 - 6 15 Comprehensive income $ 85 $ 133 $ 360 $ 474 |
Plans of Restructuring and Integration Costs |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Plans of Restructuring and Integration Costs [Abstract] | |
| Plans of Restructuring and Integration Costs | Note 13 – Plans of Restructuring On August 1, 2022, we committed to a restructuring plan focused on streamlining operations and other initiatives to increase efficiency. Company’s office space in North America as a result of transitioning to a partial and full remote work model for certain employees. 9 related costs and lease right-of-use and other long-lived asset accelerated depreciation exit costs. determination of an estimate of the amount or range of amounts expected to activities, both with respect to each major type of cost associated estimate of the amount or range of amounts that will On August 26, months ended September 24, 2022, we recorded integration costs of $ 1 other costs, as well as restructuring charges of $ 2 9 charges discussed above. On November 20, 2019, we committed to a contemplated restructuring associated with the spin-off of our animal health business and to rationalize operations efficiencies. the end of 2021 in light of the changes to the business environment brought restructuring activities under this prior initiative were completed in Restructuring and integration costs recorded for the three and nine months ended September 25, 2021 (there were no 2021) consisted of the following: Three and Nine Months Ended September 24, 2022 Health-Care Distribution Technology Services Restructuring Costs Integration Costs Restructuring Costs Integration Costs Total Severance and employee-related costs $ 6 $ - $ - $ - $ 6 Accelerated depreciation and amortization 2 - - - 2 Exit and other related costs 1 - - - 1 Integration employee-related and other costs - 1 - - 1 Total restructuring $ 9 $ 1 $ - $ - $ 10 Nine Months Ended September 25, 2021 Health-Care Distribution Technology Services Restructuring Costs Integration Costs Restructuring Costs Integration Costs Total Severance and employee-related costs $ 3 $ - $ 1 $ - $ 4 Total restructuring $ 3 $ - $ 1 $ - $ 4 The following table summarizes, restructuring initiatives costs as of September 24, 2022 is included in accrued expenses: other within sheet. Technology Health Care Value-Added Distribution Services Total Balance, December 25, 2021 $ 3 $ 1 $ 4 Restructuring charges 9 - 9 Non-cash charges (2) - (2) Cash payments and other adjustments (5) (1) (6) Balance, September 24, 2022 $ 5 $ - $ 5 |
Earnings Per Share |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Earnings Per Share [Abstract] | |
| Earnings Per Share | Note 14 Earnings Per Share Basic earnings per share is computed by dividing net income attributable average number of common shares outstanding for the period. to basic earnings per share, except that it reflects the effect of common shares issuable and upon exercise of stock options using the treasury stock method A reconciliation of shares used in calculating earnings per basic and diluted Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Basic 135,608,678 139,377,237 136,731,413 140,661,182 Effect of dilutive securities: Stock options and restricted stock units 1,475,371 1,702,100 1,756,841 1,517,520 Diluted 137,084,049 141,079,337 138,488,254 142,178,702 The number of antidilutive securities that were excluded from the calculation shares outstanding are as follows: Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Stock options 482,497 789,130 310,565 595,798 Restricted stock units 445,494 - 261,718 5,716 Total anti-dilutive computation 927,991 789,130 572,283 601,514 |
Supplemental Cash Flow Information |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Supplemental Cash Flow information [Abstract] | |
| Supplemental Cash Flow Information | Note 15 – Supplemental Cash Flow Information Cash paid for interest and income taxes was: Nine Months Ended September 24, September 25, 2022 2021 Interest $ 29 $ 22 Income taxes 235 179 During the nine months ended September 24, 2022 and September 25, 2021, 27 7 respectively of non-cash net unrealized gains related to foreign currency |
Related Party Transactions |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 16 – Related Party Transactions In connection with the formation of Henry Schein One, LLC, our joint venture formed on July 1, 2018, we entered into a ten-year Internet Brands approximately $ 31 nine months ended September 24, 2022, we recorded $ 8 23 costs related to this royalty agreement. $ 8 23 September 24, 2022 and December 25, 2021, Henry Schein One, LLC had (to) from Internet Brands of $ (14) 9 operations and the royalty agreement. During our normal course of business, we have interests in entities that we account for under the equity accounting method. 16 $ 49 recorded net sales of $ 18 51 ended September 24, 2022, we purchased $ 4 14 three and nine months ended September 25, 2021, we purchased $ 5 14 such entities. 39 45 due from our equity affiliates, and $ 9 9 Certain of our facilities related to our acquisitions are leased from employees leases are classified as operating leases and have a remaining lease term one year 9 years . September 24, 2022, current and non-current liabilities associated with related 4 million and $ 16 5.2 % and 5.8 % of the total current and non- current operating lease liabilities. |
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards (Policy) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards [Abstract] | |
| Accounting Pronouncements Adopted and Recently Issued Accounting Standards | Accounting Pronouncements Adopted On December 26, 2021 Contract Assets and Contract Liabilities from Contracts with Customers” an acquirer to recognize and measure contract assets and contract liabilities acquired accordance with Topic 606. accordance with Topic 606 as if it had originated the contracts. acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. result in an acquirer recognizing and measuring the acquired contract assets how they were recognized and measured in the acquiree’s financial statements. adoption not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or reference rate expected to be discontinued because of reference rate reform. March 12, 2020 and can be applied prospectively through December 31, ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”). optional expedients and exceptions to certain guidance in U.S. GAAP to the expected market transition from LIBOR and other interbank offered rates as the Secured Overnight Financing Rate. applied through December 31, 2022. impact on our consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Portfolio Layer Method,” which will expand companies' abilities portfolios of financial assets (or beneficial interests) in a fair value hedge. portfolio layer method (previously referred to as the last-of-layer closed portfolio of assets using spot starting, forward starting and amortizing-notional prepayable and non-prepayable financial assets to be included in the closed layer hedge. portfolio layer method hedges, but rather be maintained on the closed portfolio 01 is effective for fiscal years beginning after December 15, 2022, including interim periods years. expect that the requirements of this guidance will have a material impact |
Revenue from Contracts with Customers (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Revenue from Contracts with Customers [Abstract] | |
| Disaggregation of Revenue | Three Months Ended Nine Months Ended September 24, 2022 September 24, 2022 North America International Global North America International Global Net Sales: Health care distribution Dental $ 1,131 $ 654 $ 1,785 $ 3,360 $ 2,106 $ 5,466 Medical 1,088 18 1,106 3,215 59 3,274 Total health care distribution 2,219 672 2,891 6,575 2,165 8,740 Technology 155 21 176 469 67 536 Total revenues $ 2,374 $ 693 $ 3,067 $ 7,044 $ 2,232 $ 9,276 Three Months Ended Nine Months Ended September 25, 2021 September 25, 2021 North America International Global North America International Global Net Sales: Health care distribution Dental $ 1,115 $ 708 $ 1,823 $ 3,289 $ 2,235 $ 5,524 Medical 1,162 23 1,185 3,000 78 3,078 Total health care distribution 2,277 731 3,008 6,289 2,313 8,602 Technology 149 21 170 404 64 468 Total revenues $ 2,426 $ 752 $ 3,178 $ 6,693 $ 2,377 $ 9,070 |
Segment Data (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Segment Data [Abstract] | |
| Business segment information | Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Net Sales: Health care distribution Dental $ 1,785 $ 1,823 $ 5,466 $ 5,524 Medical 1,106 1,185 3,274 3,078 Total health care distribution 2,891 3,008 8,740 8,602 Technology 176 170 536 468 Total $ 3,067 $ 3,178 $ 9,276 $ 9,070 Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Operating Income: Health care distribution $ 179 $ 179 $ 579 $ 558 Technology 32 32 96 93 Total $ 211 $ 211 $ 675 $ 651 |
Business Acquisitions (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Business Acquisitions [Abstract] | |
| Summary of Estimated Fair Value of Consideration Paid and Net Assets Acquired | 2022 Acquisition consideration: Cash $ 132 Deferred consideration 1 Fair value of previously held equity method investment 16 Redeemable noncontrolling interests 4 Total consideration $ 153 Identifiable assets acquired and liabilities assumed: Current assets 36 Intangible assets 70 Other noncurrent assets 7 Current liabilities (23) Deferred income taxes (5) Other noncurrent liabilities (5) Total identifiable 80 Goodwill 73 Total net assets acquired $ 153 2021 Acquisition consideration: Cash $ 424 Deferred consideration 11 Fair value of previously held equity method investment 8 Redeemable noncontrolling interests 179 Total consideration $ 622 Identifiable assets acquired and liabilities assumed: Current assets 159 Intangible assets 259 Other noncurrent assets 39 Current liabilities (62) Deferred income taxes (18) Other noncurrent liabilities (39) Total identifiable 338 Goodwill 284 Total net assets acquired $ 622 |
| Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives | 2022 Estimated Useful Lives (in years) Customer relationships and lists $ 56 10 Trademarks/ Tradenames 10 5 Non-compete agreements 2 2 - 5 Other 2 10 Total $ 70 2021 Estimated Useful Lives (in years) Customer relationships and lists $ 175 6 - 12 Trademarks / Tradenames 42 5 - 10 Non-compete agreements 6 5 Product development 21 5 - 10 Other 15 18 Total $ 259 |
Fair Value Measurements (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Fair Value Measurements [Abstract] | |
| Fair value - assets and liabilities measured and recognized on a recurring basis | September 24, 2022 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 40 $ - $ 40 Derivative contracts undesignated - 4 - 4 Total assets $ - $ 44 $ - $ 44 Liabilities: Derivative contracts designated as hedges $ - $ 3 $ - $ 3 Derivative contracts undesignated - 7 - 7 Total return - 7 - 7 Total liabilities $ - $ 17 $ - $ 17 Redeemable noncontrolling interests $ - $ - $ 563 $ 563 December 25, 2021 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 8 $ - $ 8 Derivative contracts undesignated - 1 - 1 Total return - 1 - 1 Total assets $ - $ 10 $ - $ 10 Liabilities: Derivative contracts designated as hedges $ - $ 1 $ - $ 1 Derivative contracts undesignated - 2 - 2 Total liabilities $ - $ 3 $ - $ 3 Redeemable noncontrolling interests $ - $ - $ 613 $ 613 |
Debt (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Debt [Abstract] | |
| Bank credit lines | September 24, December 25, 2022 2021 Revolving credit agreement $ - $ - Other short-term bank credit lines 107 51 Total $ 107 $ 51 |
| Long-term debt | September 24, December 25, 2022 2021 Private placement facilities $ 699 $ 706 U.S. trade accounts receivable securitization 225 105 Various in varying installments through 2023 at interest rates ranging from 0.00 % to 3.50 % at September 24, 2022 and ranging from 2.62 % to 4.27 % at December 25, 2021 7 4 Finance lease obligations 7 7 Total 938 822 Less current maturities (4) (11) Total long-term debt $ 934 $ 811 |
| Private placement facilities | Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date January 20, 2012 $ 50 3.45 % January 20, 2024 December 24, 2012 50 3.00 December 24, 2024 June 16, 2017 100 3.42 June 16, 2027 September 15, 2017 100 3.52 September 15, 2029 January 2, 2018 100 3.32 January 2, 2028 September 2, 2020 100 2.35 September 2, 2030 June 2, 2021 100 2.48 June 2, 2031 June 2, 2021 100 2.58 June 2, 2033 Less: Deferred debt issuance costs (1) Total $ 699 |
Stock-Based Compensation (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Stock-Based Compensation [Abstract] | |
| Assumptions used in Determining Fair Values of Stock Options using the Black-Scholes Valuation Model | 2022 Expected dividend yield 0.0 % Expected stock price volatility 27.70 % Risk-free interest rate 3.42 % Expected life of options (years) 6.00 |
| Summary of Stock Option Activity Under the Plans | Stock Options Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Life in Shares Price Years Outstanding at beginning of period 767,717 $ 63.24 Granted 418,425 85.82 Exercised (30,554) 62.71 Forfeited (17,850) 72.96 Outstanding at end of period 1,137,738 $ 71.41 8.8 $ 3 Options exercisable at end of period 223,198 $ 63.19 |
| Intrinsic Values | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life (in years) Value Vested 898,310 $ 73.60 8.9 $ 2 |
| Status of Non-Vested Restricted Shares/Units | Time-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,945,862 $ 58.79 Granted 466,473 85.67 Vested (505,004) 54.74 Forfeited (54,618) 67.23 Outstanding at end of period 1,852,713 $ 66.39 $ 67.34 Performance-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 674,753 $ 59.63 Granted 442,871 76.68 Vested (392,646) 59.18 Forfeited (13,631) 67.17 Outstanding at end of period 711,347 $ 63.27 $ 67.34 |
Redeemable Noncontrolling Interests (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Redeemable Noncontrolling Interests [Abstract] | |
| Components of the Change in Redeemable Noncontrolling Interests | September 24, December 25, 2022 2021 Balance, beginning of period $ 613 $ 328 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (26) (60) Increase in redeemable noncontrolling interests due to business acquisitions 4 189 Net income attributable to redeemable noncontrolling interests 19 23 Dividends declared (16) (21) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests (13) (6) Change in fair value of redeemable securities (18) 160 Balance, end of period $ 563 $ 613 |
Comprehensive Income (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Comprehensive Income [Abstract] | |
| Accumulated Other Comprehensive Loss Net of Applicable Taxes | September 24, December 25, 2022 2021 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ (44) $ (31) Attributable to noncontrolling interests: Foreign currency translation adjustment $ (1) $ - Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (317) $ (155) Unrealized gain (loss) from foreign currency hedging activities 18 (2) Pension adjustment loss (13) (14) Accumulated other comprehensive loss $ (312) $ (171) Total Accumulated $ (357) $ (202) |
| Components of Comprehensive Income, Net of Applicable Taxes | Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Net income $ 162 $ 169 $ 515 $ 508 Foreign currency translation loss (89) (40) (176) (40) Tax effect - - - - Foreign currency translation loss (89) (40) (176) (40) Unrealized gain from foreign currency hedging 15 5 27 7 Tax effect (4) (1) (7) (2) Unrealized gain from foreign currency hedging 11 4 20 5 Pension adjustment gain 2 - 2 1 Tax effect (1) - (1) - Pension adjustment gain 1 - 1 1 Comprehensive income $ 85 $ 133 $ 360 $ 474 |
| Total Comprehensive Income, Net of Applicable Taxes | Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Comprehensive income attributable to Henry Schein, Inc. $ 79 $ 131 $ 350 $ 454 Comprehensive income attributable to noncontrolling interests 2 2 4 5 Comprehensive income attributable to Redeemable noncontrolling interests 4 - 6 15 Comprehensive income $ 85 $ 133 $ 360 $ 474 |
Plans of Restructuring and Integration Costs (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Plans of Restructuring and Integration Costs [Abstract] | |
| Schedule of Restructuring Reserve by Type of Cost | Three and Nine Months Ended September 24, 2022 Health-Care Distribution Technology Services Restructuring Costs Integration Costs Restructuring Costs Integration Costs Total Severance and employee-related costs $ 6 $ - $ - $ - $ 6 Accelerated depreciation and amortization 2 - - - 2 Exit and other related costs 1 - - - 1 Integration employee-related and other costs - 1 - - 1 Total restructuring $ 9 $ 1 $ - $ - $ 10 Nine Months Ended September 25, 2021 Health-Care Distribution Technology Services Restructuring Costs Integration Costs Restructuring Costs Integration Costs Total Severance and employee-related costs $ 3 $ - $ 1 $ - $ 4 Total restructuring $ 3 $ - $ 1 $ - $ 4 |
| Schedule of Restructuring Reserve by Segment | Technology Health Care Value-Added Distribution Services Total Balance, December 25, 2021 $ 3 $ 1 $ 4 Restructuring charges 9 - 9 Non-cash charges (2) - (2) Cash payments and other adjustments (5) (1) (6) Balance, September 24, 2022 $ 5 $ - $ 5 |
Earnings Per Share (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Earnings Per Share [Abstract] | |
| Reconciliation of Shares used in Calculating Earnings per Share Basic and Diluted | Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Basic 135,608,678 139,377,237 136,731,413 140,661,182 Effect of dilutive securities: Stock options and restricted stock units 1,475,371 1,702,100 1,756,841 1,517,520 Diluted 137,084,049 141,079,337 138,488,254 142,178,702 |
| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Nine Months Ended September 24, September 25, September 24, September 25, 2022 2021 2022 2021 Stock options 482,497 789,130 310,565 595,798 Restricted stock units 445,494 - 261,718 5,716 Total anti-dilutive computation 927,991 789,130 572,283 601,514 |
Supplemental Cash Flow Information (Tables) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Supplemental Cash Flow information [Abstract] | |
| Cash paid for interest and income taxes | Nine Months Ended September 24, September 25, 2022 2021 Interest $ 29 $ 22 Income taxes 235 179 |
Basis of Presentation - Narrative (Details) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions |
Sep. 24, 2022 |
Dec. 25, 2021 |
|---|---|---|
| Asset Pledged as Collateral [Member] | ||
| Pledged assets | $ 313 | $ 138 |
| Recourse [Member] | ||
| Liabilities of VIE | $ 225 | $ 105 |
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards - Narrative (Details) - Accounting Standards Update 2021-08 [Member] |
Sep. 24, 2022 |
|---|---|
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
| Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
| Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 26, 2021 |
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions |
9 Months Ended | |
|---|---|---|
Sep. 24, 2022 |
Dec. 25, 2021 |
|
| Revenue from Contracts with Customers [Abstract] | ||
| Contract with Customer, Liability, Current | $ 76 | $ 89 |
| Contract with Customer, Liability, Noncurrent | 9 | $ 10 |
| Contract with Customer, Liability, Revenue Recognized | $ 70 |
Segment Data (Details) $ in Millions |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
|
Sep. 24, 2022
USD ($)
countries
|
Sep. 25, 2021
USD ($)
|
Sep. 24, 2022
USD ($)
segments
countries
|
Sep. 25, 2021
USD ($)
|
|
| Segment Data [Abstract] | ||||
| Number of reportable segments | segments | 2 | |||
| Segment Reporting Information [Line Items] | ||||
| Net sales | $ 3,067 | $ 3,178 | $ 9,276 | $ 9,070 |
| Operating income | 211 | 211 | 675 | 651 |
| Health-Care Distribution [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | 2,891 | 3,008 | 8,740 | 8,602 |
| Operating income | $ 179 | 179 | $ 579 | 558 |
| Number of countries served globally | countries | 32 | 32 | ||
| Health-Care Distribution [Member] | Dental [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | $ 1,785 | 1,823 | $ 5,466 | 5,524 |
| Health-Care Distribution [Member] | Medical [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | 1,106 | 1,185 | 3,274 | 3,078 |
| Technology and Value-Added Services [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | 176 | 170 | 536 | 468 |
| Operating income | $ 32 | $ 32 | $ 96 | $ 93 |
Business Acquisitions - Narrative (Details) - USD ($) $ in Millions |
Sep. 24, 2022 |
Sep. 25, 2021 |
|---|---|---|
| Business Acquisition [Line Items] | ||
| Acquisition costs | $ 6 | $ 6 |
| Series Of Individually Immaterial Business Acquisitions [Member] | Minimum [Member] | ||
| Business Acquisition [Line Items] | ||
| Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | 51.00% |
| Series Of Individually Immaterial Business Acquisitions [Member] | Maximum [Member] | ||
| Business Acquisition [Line Items] | ||
| Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% |
Business Acquisitions - Summary of Estimated Fair Value of Consideration Paid and Net Assets Acquired (Details) - USD ($) $ in Millions |
9 Months Ended | ||
|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Dec. 25, 2021 |
|
| Acquisition consideration: | |||
| Redeemable noncontrolling interests | $ 7 | ||
| Identifiable assets acquired and liabilities assumed: | |||
| Goodwill | $ 2,870 | $ 2,854 | |
| Series Of Individually Immaterial Business Acquisitions [Member] | |||
| Acquisition consideration: | |||
| Cash | 132 | 424 | |
| Deferred consideration | 1 | 11 | |
| Fair value of previously held equity method investment | 16 | 8 | |
| Redeemable noncontrolling interests | 4 | 179 | |
| Total consideration | 153 | 622 | |
| Identifiable assets acquired and liabilities assumed: | |||
| Current assets | 36 | 159 | |
| Intangible assets | 70 | 259 | |
| Other noncurrent assets | 7 | 39 | |
| Current liabilities | (23) | (62) | |
| Deferred income taxes | (5) | (18) | |
| Other noncurrent liabilities | (5) | (39) | |
| Total identifiable net assets | 80 | 338 | |
| Goodwill | 73 | 284 | |
| Total net assets acquired | $ 153 | $ 622 | |
Debt - Bank credit lines (Details) - USD ($) $ in Millions |
Sep. 24, 2022 |
Dec. 25, 2021 |
|---|---|---|
| Line of Credit Facility [Line Items] | ||
| Bank Credit lines | $ 107 | $ 51 |
| Revolving Credit Agreement [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Bank Credit lines | 0 | 0 |
| Other Short Term Credit Lines [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Bank Credit lines | $ 107 | $ 51 |
Debt - Revolving Credit Agreement and Other Short-Term Credit Lines Narrative (Details) - USD ($) |
9 Months Ended | ||||
|---|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Dec. 25, 2021 |
Aug. 20, 2021 |
Aug. 19, 2021 |
|
| Line of Credit Facility [Line Items] | |||||
| Bank credit lines | $ 107,000,000 | $ 51,000,000 | |||
| Repayments of Long-term Debt | $ 58,000,000 | $ 122,000,000 | |||
| Revolving Credit Agreement [Member] | |||||
| Line of Credit Facility [Line Items] | |||||
| Line of Credit Facility, Initiation Date | Aug. 20, 2021 | ||||
| Revolving credit facility borrowing capacity | $ 1,000,000,000 | $ 750,000,000 | |||
| Revolving credit facility expiration date | Aug. 20, 2026 | ||||
| Borrowings | $ 0 | 0 | |||
| Outstanding letters of credit provided to third parties | 9,000,000 | 9,000,000 | |||
| Bank credit lines | 0 | 0 | |||
| Other Short Term Credit Lines [Member] | |||||
| Line of Credit Facility [Line Items] | |||||
| Bank credit lines | $ 107,000,000 | $ 51,000,000 | |||
| Weighted average interest rate on borrowings under credit lines at period end (in hundredths) | 9.35% | 10.44% | |||
Debt - U.S. Trade Accounts Receivable Securitization - Narrative (Details) - U.S. Trade Accounts Receivable Securitization [Member] |
9 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
|
Sep. 24, 2022
USD ($)
|
Dec. 25, 2021
USD ($)
|
Oct. 20, 2021
USD ($)
|
Oct. 19, 2021
USD ($)
|
|
| Debt Instrument [Line Items] | ||||
| Pricing commitment period | 3 years | |||
| Debt Instrument, Maturity Date | Oct. 18, 2024 | |||
| Debt instrument maximum borrowing capacity | $ 450,000,000 | $ 350,000,000 | ||
| Long-term debt | $ 225,000,000 | $ 105,000,000 | ||
| Commitment fee for facility usage - facility limit greater than or equal to fifty percent usage (as a percent) | 0.35% | |||
| Commitment fee for facility usage - facility limit less than fifty percent usage (as a percent) | 0.30% | |||
| Number of banks as agents for debt instrument | 2 | |||
| Average Asset Backed Commercial Paper Rate [Member] | ||||
| Debt Instrument [Line Items] | ||||
| Debt instrument, interest rate at period end | 3.64% | 0.94% | ||
| Debt instrument, variable rate basis at period end | 2.89% | 0.19% | ||
| Debt instrument, basis spread on variable rate | 0.75% | 0.75% |
Income Taxes - Narrative (Details) - USD ($) |
9 Months Ended | 12 Months Ended | |
|---|---|---|---|
Sep. 24, 2022 |
Dec. 25, 2021 |
Sep. 25, 2021 |
|
| Income Tax Examination [Line Items] | |||
| Effective tax rate | 23.50% | 24.20% | |
| Unrecognized tax benefits | $ 84,000,000 | $ 84,000,000 | |
| Unrecognized tax benefits that would affect the effective tax rate if recognized | 71,000,000 | 69,000,000 | |
| Tax interest expense (credit) | 1,000,000 | $ (2,000,000) | |
| Total interest | 14,000,000 | 12,000,000 | |
| Total penalties | $ 0 | $ 0 |
Stock-Based Compensation - Assumptions used in Determining Fair Values of Stock Options using the Black-Scholes Valuation Model (Details) |
9 Months Ended |
|---|---|
Sep. 24, 2022 | |
| Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
| Expected dividend yield | 0.00% |
| Expected stock price volatility | 27.70% |
| Risk-free interest rate | 3.42% |
| Expected life of options (years) | 6 years |
Stock-Based Compensation - Intrinsic Values (Details) $ / shares in Units, $ in Millions |
9 Months Ended |
|---|---|
|
Sep. 24, 2022
USD ($)
$ / shares
shares
| |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
| Number of Options | shares | 898,310 |
| Weighted Average Exercise Price | $ / shares | $ 73.60 |
| Weighted Average Remaining Contractual Life (in years) | 8 years 10 months 24 days |
| Aggregate Intrinsic Value | $ | $ 2 |
Redeemable Noncontrolling Interests - Components of the Change in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
Dec. 25, 2021 |
|
| Components of the change in the redeemable noncontrolling interests [Abstract] | |||||
| Balance, beginning of period | $ 613 | $ 328 | $ 328 | ||
| Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interest in subsidiaries | (26) | (60) | |||
| Increase in redeemable noncontrolling interests due to business acquisitions | 4 | 189 | |||
| Net income attributable to Redeemable noncontrolling interests | $ 10 | $ 5 | 19 | 19 | 23 |
| Dividends declared | (16) | (21) | |||
| Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests | (6) | $ (5) | (13) | $ (4) | (6) |
| Change in fair value of redeemable securities | (18) | 160 | |||
| Balance, end of period | $ 563 | $ 563 | $ 613 | ||
Comprehensive Income - Total Comprehensive Income, Net of Applicable Taxes (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
|
| Comprehensive Income Net Of Applicable Taxes [Abstract] | ||||
| Comprehensive income attributable to Henry Schein, Inc. | $ 79 | $ 131 | $ 350 | $ 454 |
| Comprehensive income attributable to noncontrolling interests | 2 | 2 | 4 | 5 |
| Comprehensive income attributable to Redeemable noncontrolling interests | 4 | 0 | 6 | 15 |
| Comprehensive income | $ 85 | $ 133 | $ 360 | $ 474 |
Plans of Restructuring and Integration Costs - Narrative (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |
|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
|
| Restructuring Cost and Reserve [Line Items] | |||
| Restructuring charges | $ 9,000,000 | $ 0 | $ 9,000,000 |
| Midway Dental Supply [Member] | |||
| Restructuring Cost and Reserve [Line Items] | |||
| Restructuring charges | 2,000,000 | 2,000,000 | |
| Integration costs | $ 1,000,000 | $ 1,000,000 | |
Plans of Restructuring and Integration Costs - Schedule of Restructuring Reserve by Segment (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
|
| Restructuring Cost and Reserve [Line Items] | ||||
| Balance, beginning | $ 4,000,000 | |||
| Restructuring charges | $ 9,000,000 | $ 0 | 9,000,000 | |
| Non-cash charges | (2,000,000) | |||
| Payments and other adjustments | (6,000,000) | |||
| Balance, ending | 5,000,000 | 5,000,000 | ||
| Health-Care Distribution [Member] | ||||
| Restructuring Cost and Reserve [Line Items] | ||||
| Balance, beginning | 3,000,000 | |||
| Restructuring charges | 9,000,000 | 9,000,000 | $ 3,000,000 | |
| Non-cash charges | (2,000,000) | |||
| Payments and other adjustments | (5,000,000) | |||
| Balance, ending | 5,000,000 | 5,000,000 | ||
| Technology and Value-Added Services [Member] | ||||
| Restructuring Cost and Reserve [Line Items] | ||||
| Balance, beginning | 1,000,000 | |||
| Restructuring charges | 0 | 0 | $ 1,000,000 | |
| Non-cash charges | 0 | |||
| Payments and other adjustments | (1,000,000) | |||
| Balance, ending | $ 0 | $ 0 | ||
Earnings Per Share - Reconciliation of Shares used in Calculating Earnings per Share Basic and Diluted (Details) - shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
|
| Weighted-average common shares outstanding: | ||||
| Basic (in shares) | 135,608,678 | 139,377,237 | 136,731,413 | 140,661,182 |
| Effect of dilutive securities: | ||||
| Stock options and restricted stock units | 1,475,371 | 1,702,100 | 1,756,841 | 1,517,520 |
| Diluted (in shares) | 137,084,049 | 141,079,337 | 138,488,254 | 142,178,702 |
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
|
| Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
| Anti-dilutive securities excluded from EPS | 927,991 | 789,130 | 572,283 | 601,514 |
| Stock Options [Member] | ||||
| Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
| Anti-dilutive securities excluded from EPS | 482,497 | 789,130 | 310,565 | 595,798 |
| Restricted Stock Units R S U [Member] | ||||
| Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
| Anti-dilutive securities excluded from EPS | 445,494 | 0 | 261,718 | 5,716 |
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 24, 2022 |
Sep. 25, 2021 |
Sep. 24, 2022 |
Sep. 25, 2021 |
|
| Supplemental Cash Flow Information [Abstract] | ||||
| Interest | $ 29 | $ 22 | ||
| Income taxes | 235 | 179 | ||
| Non-cash net unrealized gains related to foreign currency hedging activities | $ 15 | $ 5 | $ 27 | $ 7 |