UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☒
 
QUARTERLY
 
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
quarterly
 
period ended
September 24, 2022April 1, 2023
or
☐
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
ACT
 
OF 1934
For the transition period from ____________ to ____________
Commission File Number:
 
0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware
11-3136595
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
135 Duryea Road
Melville
,
New York
(Address of principal executive offices)
11747
(Zip Code)
(
631
)
843-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
HSIC
The Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required
 
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
 
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
 
past 90 days.
Yes
☒
 
No
 
☐
Indicate by
check mark
whether the registrant has submitted electronically every
 
has submitted
electronically every Interactive
Data File
required to
be submitted
pursuant
to
Rule
405
of
Regulation
S-T
(§232.405 of this chapter) during
 
the
preceding
12
months
(or
(or for
such
shorter
period
that
the
registrant
was
that the registrant was required to submit such files).
Yes
☒
 
No
 
☐
Indicate by
check mark
whether the
registrant is
a large
accelerated filer,
an accelerated
filer,
a non-accelerated
filer,
a smaller
reporting
company,
or
an
emerging
growth
company.
 
See
the
definitions
of
“large
“large accelerated
filer,”
 
“accelerated
filer,”
“smaller reporting company,”
and “emerging growth company”
 
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
 
☐
 
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
 
for
complying with any new or revised financial accounting standards provided
 
pursuant to Section 13(a) of the Exchange Act.
 
☐
Indicate by check mark whether the registrant is a shell company (as defined
 
in Rule 12b-2 of the Exchange Act).
Yes
☐
 
No
☒
As of October 24, 2022,May 1, 2023,
there were
135,547,575131,003,202
 
shares of the registrant’s common stock outstanding.
 
HENRY SCHEIN, INC.
INDEX
Page
3
4
5
6
7
87
98
98
109
1110
1211
1312
1514
1716
18
19
20
21
2423
24
2623
2725
2826
2826
2927
4639
4639
4740
4740
4740
4841
4942
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.
3
PART
 
I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions,
 
except share data)
September 24,April 1,
December 25,31,
2023
2022
2021
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
 
$
123126
$
118117
Accounts receivable, net of reservesallowances for credit losses of $
6365
 
and $
6765
1,5071,470
1,4521,442
Inventories, net
1,8181,918
1,8611,963
Prepaid expenses and other
 
509438
413466
Total current assets
 
3,9573,952
3,8443,988
Property and equipment, net
 
354396
366383
Operating lease right-of-use assets
319280
325284
Goodwill
 
2,8702,917
2,8542,893
Other intangibles, net
 
635548
668587
Investments and other
399479
424472
Total assets
 
$
8,5348,572
$
8,4818,607
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
 
$
957855
$
1,0541,004
Bank credit lines
 
107236
51103
Current maturities of long-term debt
 
455
116
Operating lease liabilities
7273
7673
Accrued expenses:
Payroll and related
 
330231
385314
Taxes
 
127156
137132
Other
 
549566
593592
Total current liabilities
 
2,1462,172
2,3072,224
Long-term debt
 
9341,021
8111,040
Deferred income taxes
 
3740
4236
Operating lease liabilities
271274
268275
Other liabilities
 
338368
377361
Total liabilities
 
3,7263,875
3,8053,936
Redeemable noncontrolling interests
 
563570
613576
Commitments and contingencies
 
(nil)
(nil)
Stockholders' equity:
Preferred stock, $
0.01
 
par value,
1,000,000
 
shares authorized,
none
 
outstanding
-
-
Common stock, $
0.01
 
par value,
480,000,000
 
shares authorized,
135,258,887131,196,783
 
outstanding on September 24, 2022April 01, 2023 and
137,145,558131,792,817
 
outstanding on December 25, 202131, 2022
1
1
Additional paid-in capital
-
-
Retained earnings
 
3,9223,684
3,5953,678
Accumulated other comprehensive loss
 
(312)(213)
(171)(233)
Total Henry Schein, Inc. stockholders' equity
3,6113,472
3,4253,446
Noncontrolling interests
634655
638649
Total stockholders' equity
 
4,2454,127
4,0634,095
Total liabilities, redeemable noncontrolling
 
interests and stockholders' equity
$
8,5348,572
$
8,4818,607
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.
4
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
 
OF INCOME
(unaudited, in millions,
except share and per share data)
(unaudited)
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Net sales
 
$
3,0673,060
$
3,178
$
9,276
$
9,0703,179
Cost of sales
 
2,1532,094
2,266
6,444
6,3762,206
Gross profit
 
914966
912
2,832
2,694973
Operating expenses:
Selling, general and administrative
 
648717
657
2,010
1,906682
Depreciation and amortization
45
44
137
13347
Restructuring and integration costs
1030
-
10
4
Operating income
211175
211
675
651244
Other income (expense):
Interest income
 
43
2
9
5
Interest expense
 
(11)(14)
(7)
(27)
(20)
Other, net
 
1(1)
-
1
1
Income before taxes, equity in earnings of affiliates
and noncontrolling interests
205163
206
658
637239
Income taxes
(46)(39)
(50)
(155)
(154)(57)
Equity in earnings of affiliates
 
34
6
12
18
Gain on sale of equity investment
-
7
-
74
Net income
162128
169
515
508186
Less: Net income attributable to noncontrolling interests
(12)
(7)
(24)
(24)(5)
Net income attributable to Henry Schein, Inc.
$
150121
$
162
$
491
$
484181
Earnings per share attributable to Henry Schein, Inc.:
Basic
 
$
1.100.92
$
1.16
$
3.59
$
3.441.31
Diluted
 
$
1.090.91
$
1.15
$
3.55
$
3.401.30
Weighted-average common
 
shares outstanding:
Basic
 
135,608,678131,365,789
139,377,237
136,731,413
140,661,182137,296,581
Diluted
 
137,084,049133,039,886
141,079,337
138,488,254
142,178,702139,237,472
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.
5
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
 
OF COMPREHENSIVE INCOME
(unaudited, in millions)
(unaudited)
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Net income
$
162128
$
169
$
515
$
508186
Other comprehensive loss,income, net of tax:
Foreign currency translation lossgain
(89)25
(40)
(176)
(40)3
Unrealized gain (loss) from foreign currency hedging
activities
 
11
4
20
5
Pension adjustment gain
1
-
1(3)
1
Other comprehensive loss,income, net of tax
(77)22
(36)
(155)
(34)4
Comprehensive income
 
85150
133190
360Less: Comprehensive income attributable to noncontrolling interests:
474Net income
(7)
(5)
Foreign currency translation gain
(2)
(1)
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)(9)
(2)
(10)
(20)(6)
Comprehensive income attributable to Henry Schein, Inc.
 
$
79141
$
131
$
350
$
454184
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.
6
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENT
 
OF CHANGES IN
 
STOCKHOLDERS’ EQUITY
(unaudited, in millions, except share and per share data)
(unaudited)
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
 
Interests
Equity
Balance, June 25,December 31, 2022
136,439,560131,792,817
$
1
$
-
$
3,8343,678
$
(241)(233)
$
633649
$
4,2274,095
Net income (excluding $
104
 
attributable to Redeemableredeemable
noncontrolling interests)
-
-
-
150121
-
23
152124
Foreign currency translation lossgain (excluding lossgain of $
62
attributable to Redeemableredeemable noncontrolling interests)
-
-
-
-
(83)23
-
(83)23
Unrealized gainloss from foreign currency hedging activities,
net of tax of $
4
-
-
-
-
11
-
11
Pension adjustment gain, net of taxbenefit of $
1
-
-
-
-
1(3)
-
1
Dividends paid
-
-
-
-
-
(1)
(1)(3)
Change in fair value of redeemable securities
-
-
113
-
-
-
113
Initial noncontrolling interests and adjustments related to
business acquisitions
-
-
-
-
-
3
3
Repurchases and retirement of common stock
(1,183,729)(1,223,919)
-
(12)(13)
(78)(87)
-
-
(90)(100)
Stock-based compensation expense
3,6401,016,300
-
1710
-
-
-
1710
Stock issued upon exercise of stock options
597
-
-
-
-
-
-
Shares withheld for payroll taxes
(1,194)
-
(1)
-
-
-
(1)
Settlement of stock-based compensation awards
1310,779
-
1
-
-
-
1
Shares withheld for payroll taxes
(399,194)
-
(29)
-
-
-
(29)
Transfer of charges in excess of
 
capital
-
-
(16)28
16(28)
-
-
-
Balance, September 24, 2022April 1, 2023
135,258,887131,196,783
$
1
$
-
$
3,9223,684
$
(312)(213)
$
634655
$
4,2454,127
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
 
Interests
Equity
Balance, June 26,December 25, 2021
139,780,841137,145,558
$
1
$
-
$
3,4663,595
$
(107)(171)
$
646638
$
4,0064,063
Net income (excluding $
54
 
attributable to Redeemableredeemable
noncontrolling interests)
-
-
-
162181
-
21
164182
Foreign currency translation lossgain (excluding lossgain of $
51
attributable to Redeemableredeemable noncontrolling interests)
-
-
-
-
(35)2
-
(35)2
Unrealized gain from foreign currency hedging activities,
net of tax of $
1
-
-
-
-
41
-
41
Purchase of noncontrolling interests
-
-
-
-
-
(7)
(7)
Change in fair value of redeemable securities
-
-
(11)(3)
-
-
-
(11)
Repurchases and retirement of common stock
(651,289)
-
(7)
(43)
-
-
(50)(3)
Stock-based compensation expense
11876,161
-
2812
-
-
-
2812
Stock issued upon exercise of stock options
26,233
-
2
-
-
-
2
Shares withheld for payroll taxes
(20)(336,331)
-
(28)
-
-
-
(28)
Settlement of stock-based compensation awards
(2,812)
-
-
-
-
-
-
Transfer of charges in excess of
 
capital
-
-
(10)17
10(17)
-
-
-
Balance, September 25, 2021March 26, 2022
139,129,543137,708,809
$
1
$
-
$
3,5953,759
$
(138)(168)
$
648632
$
4,1064,224
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes.
7
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN
STOCKHOLDERS' EQUITY
(unaudited, in millions, except share and per share data)
Accumulated
Common Stock
Additional
Other
Total
$.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Interests
Equity
Balance, December 25, 2021
137,145,558
$
1
$
-
$
3,595
$
(171)
$
638
$
4,063
Net income (excluding $
19
attributable to Redeemable
noncontrolling interests)
-
-
-
491
-
5
496
Foreign currency translation loss (excluding loss of $
13
attributable to Redeemable noncontrolling interests)
-
-
-
-
(162)
(1)
(163)
Unrealized gain from foreign currency hedging activities,
net of tax of $
7
-
-
-
-
20
-
20
Pension adjustment gain, net of tax of $
1
-
-
-
-
1
-
1
Dividends paid
-
-
-
-
-
(1)
(1)
Purchase of noncontrolling interests
-
-
-
-
-
(7)
(7)
Change in fair value of redeemable securities
-
-
18
-
-
-
18
Repurchases and retirement of common stock
(2,529,126)
-
(28)
(172)
-
-
(200)
Stock-based compensation expense
958,539
-
44
-
-
-
44
Stock issued upon exercise of stock options
30,424
-
2
-
-
-
2
Shares withheld for payroll taxes
(343,541)
-
(30)
-
-
-
(30)
Settlement of stock-based compensation awards
(2,967)
-
2
-
-
-
2
Transfer of charges in excess of
capital
-
-
(8)
8
-
-
-
Balance, September 24, 2022
135,258,887
$
1
$
-
$
3,922
$
(312)
$
634
$
4,245
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Interests
Equity
Balance, December 26, 2020
142,462,571
$
1
$
-
$
3,455
$
(108)
$
636
$
3,984
Net income (excluding $
19
attributable to Redeemable
noncontrolling interests)
-
-
-
484
-
5
489
Foreign currency translation loss (excluding loss of $
4
attributable to Redeemable noncontrolling interests)
-
-
-
-
(36)
-
(36)
Unrealized gain from foreign currency hedging activities,
net of tax of $
2
-
-
-
-
5
-
5
Pension adjustment gain, net of tax of $
0
-
-
-
-
1
-
1
Change in fair value of redeemable securities
-
-
(144)
-
-
-
(144)
Initial noncontrolling interests and adjustments related to
business acquisitions
-
-
-
-
-
7
7
Repurchases and retirement of common stock
(3,518,846)
-
(34)
(217)
-
-
(251)
Stock-based compensation expense
299,572
-
58
-
-
-
58
Shares withheld for payroll taxes
(113,754)
-
(7)
-
-
-
(7)
Transfer of charges in excess of
capital
-
-
127
(127)
-
-
-
Balance, September 25, 2021
139,129,543
$
1
$
-
$
3,595
$
(138)
$
648
$
4,106
See accompanying notes.
8
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
 
OF CASH FLOWS
(unaudited, in millions)
Nine(unaudited)
Three Months Ended
September 24,April 1,
September 25,March 26,
2023
2022
2021
Cash flows from operating activities:
Net income
 
$
515128
$
508186
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
 
16052
15155
Gain on sale of equity investmentNon-cash restructuring charges
7
-
(10)
Stock-based compensation expense
4410
5812
Provision for (benefit from) losses on trade and other accounts receivable
 
21
(9)1
Benefit fromProvision for (benefit from) deferred income taxes
(20)2
(1)(3)
Equity in earnings of affiliates
(12)(4)
(18)(4)
Distributions from equity affiliates
 
122
154
Changes in unrecognized tax benefits
 
1
(6)4
Other
 
(25)(1)
-(7)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
 
(93)(20)
(83)16
Inventories
 
(9)63
(208)(9)
Other current assets
 
(96)29
(41)26
Accounts payable and accrued expenses
 
(131)(243)
77(188)
Net cash provided by operating activities
34827
43393
Cash flows from investing activities:
Purchases of fixed assets
 
(67)(31)
(49)(19)
Payments related to equity investments and business acquisitions,
acquisitions, net of cash acquired
 
(127)(1)
(415)(5)
Proceeds from sale of equity investments
-
10
Proceeds from (payments for) loan to affiliate
92
(6)4
Other
 
(26)(9)
(19)(7)
Net cash used in investing activities
 
(211)(39)
(479)(27)
Cash flows from financing activities:
Net change in bank borrowings
 
51132
(13)30
Proceeds from issuance of long-term debt
 
16531
200-
Principal payments for long-term debt
 
(58)(1)
(122)
Debt issuance costs
-
(2)(53)
Proceeds from issuance of stock upon exercise of stock options
 
21
-2
Payments for repurchases and retirement of common stock
 
(200)(100)
(251)-
Payments for taxes related to shares withheld for employee taxes
(30)
(7)(26)
Distributions to noncontrolling shareholders
(18)(4)
(9)(5)
Acquisitions of noncontrolling interests in subsidiaries
 
(33)(8)
(50)(10)
Net cash used inprovided by (used in) financing activities
(121)21
(254)(62)
Effect of exchange rate changes on cash and cash equivalents
(11)-
(2)4
Net change in cash and cash equivalents
59
(302)8
Cash and cash equivalents, beginning of period
 
118117
421118
Cash and cash equivalents, end of period
 
$
123126
$
119126
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
98
Note 1 – Basis of Presentation
Our condensed consolidated financial statements include the accounts of Henry
 
Schein, Inc. and all of our
controlled subsidiaries (“we”, “us” or “our”).
 
All intercompany accounts and transactions are eliminated
 
in
consolidation.
 
Investments in unconsolidated affiliates in which we have the ability to
 
influence the operating or
financial decisions are accounted for under the equity method.
 
Certain prior period amounts have been reclassified
to conform to the current
period presentation.
These reclassifications, individually and in the aggregate, did
not
have a material impact on our condensed consolidated financial condition,
results of operations or cash flows.
Our accompanying unaudited condensed consolidated financial statements
 
have been prepared in accordance with
accounting principles generally accepted in the United States
 
(“U.S. GAAP”) for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
 
Accordingly, they do not include all of the
information and footnote disclosures required by U.S. GAAP for complete
 
financial statements.
The unaudited interim condensed consolidated financial statements should be
 
read in conjunction with the audited
consolidated financial statements and notes to the consolidated financial
 
statements contained in our Annual Report
on Form 10-K for the year ended December 25, 202131, 2022 and with the information
 
contained in our other publicly-
available filings with the Securities and Exchange Commission.
 
The condensed consolidated financial statements
reflect all adjustments considered necessary for a fair presentation of
 
the consolidated results of operations and
financial position for the interim periods presented.
 
All such adjustments are of a normal recurring nature.
 
The preparation of financial statements in conformity with accounting principles
 
generally accepted in the United
States requires us to make estimates and assumptions that affect the reported amounts of assets
 
assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
 
statements and the reported amounts of
revenues and expenses during the reporting period.
 
Actual results could differ from those estimates.
 
The results of
operations for the ninethree months ended September 24, 2022April 1, 2023 are not necessarily
 
indicative of the results to be expected for
for any other interim period or for the year ending December 31, 2022.30, 2023.
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
 
the obligation to absorb the
majority of the losses or benefits.
 
For this VIE, the trade accounts receivable transferred to the VIE
 
are pledged as
collateral to the related debt.
 
The creditors have recourse to us for losses on these trade accounts
receivable.
 
At
September 24, 2022April 1, 2023 and December 25, 2021,31, 2022, certain trade accounts receivable that
 
that can only be used to settle obligations
obligations of this VIE were $
313555
 
million and $
138327
 
million, respectively, and the liabilities of this VIE where the creditors
creditors have recourse to us were $
225420
 
million and $
105255
 
million, respectively.
Our condensed consolidated financial statements reflect estimates and
 
assumptions made by us that affect, among
other things, our goodwill, long-lived asset and definite-lived intangible
 
asset valuation; inventory valuation; equity
investment valuation; assessment of the annual effective tax rate; valuation of
 
deferred income taxes and income
tax contingencies; the allowance for doubtful accounts; hedging activity;
 
supplier rebates; measurement of
compensation cost for certain share-based performance awards and cash bonus
 
plans; and pension plan
assumptions.
 
Due to the significant uncertainty surrounding the future impact of
COVID-19, our judgments
regarding estimates and impairments could change in the future.
There is an ongoing risk that the consequences of the COVID-19
pandemic may again have a
material adverse effect on our business, results of operations
and cash flows and may
result in a material adverse
effect on our financial condition and liquidity.
 
However, the extent of the potential
impact cannot be reasonably
estimated at this time
.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
109
Note 2 – Critical Accounting Policies, Accounting Pronouncements Adopted
 
and Recently Issued Accounting
Standards
Critical Accounting Policies
 
There have been no material changes in our critical accounting policies
 
during the ninethree months ended SeptemberApril 1,
24, 2022,2023, as compared to the critical accounting policies described in Item 7
 
7 of our Annual Report on Form 10-K for
for the year ended December 25, 2021.31, 2022.
Accounting Pronouncements Adopted
On
December 26, 2021
we adopted Accounting Standards Update (“ASU”) No. 2021 – 08, “Accounting
for
Contract Assets and Contract Liabilities from Contracts with Customers”
(Subtopic 805).
ASU 2021 – 08 requires
an acquirer to recognize and measure contract assets and contract liabilities acquired
in a business combination in
accordance with Topic 606.
At the acquisition date, an acquirer should account for the related revenue
contracts in
accordance with Topic 606 as if it had originated the contracts.
To achieve this, an acquirer may assess how the
acquiree applied Topic 606 to determine what to record for the acquired revenue contracts.
Generally, this should
result in an acquirer recognizing and measuring the acquired contract assets
and contract liabilities consistent with
how they were recognized and measured in the acquiree’s financial statements.
Our
adoption
of ASU 2021 - 08 did
not have a material impact on our consolidated financial statements.
Recently Issued Accounting Standards
In March 2020,September 2022, the Financial Accounting Standards Board (“FASB”) issued ASUAccounting Standards Update
(“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,2022-04, “Liabilities – Supplier Finance Programs (Subtopic
 
hedging relationships405-50): Disclosure of Supplier Finance
Program Obligations,” which will increase transparency of supplier finance
programs by requiring entities that use
such programs in connection with the purchase of goods and other
transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) orservices to disclose
 
by anothercertain qualitative and quantitative
reference rate expected to be discontinued because of reference rate reform.information about such programs.
 
TheASU 2022-04 is effective for fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years, except for amended
roll forward information, which is effective
for fiscal years beginning after December 15, 2023.
We do not expect that the requirements of this guidance was effective beginningwill
March 12, 2020 and can be applied prospectively throughhave a material impact on our condensed consolidated financial statements.
In December 31,
2022.
In January 2021,2022, the FASB issued
ASU 2021-01, ReferenceNo. 2022-06, “Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”).
ASU 2021-01 provides temporaryDeferral of the
Sunset Date of Topic 848,” which extends the period of application of temporary optional expedients and exceptionsfrom
December 21, 2022 to certain guidance in U.S. GAAP
to ease the financial reporting burdens related
to the expected market transition from LIBOR and other interbank offered rates
to alternative reference rates, such
as the Secured Overnight Financing Rate.
The guidance is effective upon issuance, on January 7, 2021, and can be
applied through December 31, 2022.2024.
 
We do not expect that the requirements of this guidance will have a material
material impact on our consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value
Hedging –
Portfolio Layer Method,” which will expand companies' abilities
to hedge the benchmark interest rate risk of
portfolios of financial assets (or beneficial interests) in a fair value hedge.
This ASU expands the use of the
portfolio layer method (previously referred to as the last-of-layer
method) to allow multiple hedges of a single
closed portfolio of assets using spot starting, forward starting and amortizing-notional
swaps.
It also permits both
prepayable and non-prepayable financial assets to be included in the closed
portfolio of assets hedged in a portfolio
layer hedge.
This ASU further requires that basis adjustments not be allocated
to individual assets for active
portfolio layer method hedges, but rather be maintained on the closed portfolio
of assets as a whole.
ASU 2022 –
01 is effective for fiscal years beginning after December 15, 2022, including interim periods
within those fiscal
years.
Early adoption is permitted for any entity that has adopted the amendments
in ASU 2017-12.
We do not
expect that the requirements of this guidance will have a material impact
on ourcondensed consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1110
Note 3 – RevenueNet Sales from Contracts with Customers
Revenue isNet sales are recognized in accordance with policies disclosed in Item
8 of our
Annual Report on Form 10-K for
the year ended December 25, 2021.31, 2022.
Disaggregation of Net Sales
The following table disaggregates our Netnet sales by reportable segment and geographic
 
area:
Three Months Ended
 
Nine Months Ended
September 24, 2022
September 24, 2022April 1, 2023
North
America
International
Global
North
America
International
Global
Net Sales:sales:
Health care distribution
Dental
 
$
1,1311,144
$
654754
$
1,785
$
3,360
$
2,106
$
5,4661,898
Medical
 
1,088951
1820
1,106
3,215
59
3,274971
Total health care distribution
2,2192,095
672774
2,891
6,575
2,165
8,7402,869
Technology
 
and value-added services
166
25
191
Total net sales
 
155$
21
176
469
67
536
Total revenues2,261
$
2,374799
$
693
$
3,067
$
7,044
$
2,232
$
9,2763,060
Three Months Ended
 
Nine Months Ended
September 25, 2021
September 25, 2021March 26, 2022
North
America
International
Global
North
America
International
Global
Net Sales:sales:
Health care distribution
Dental
 
$
1,1151,105
$
708723
$
1,823
$
3,289
$
2,235
$
5,5241,828
Medical
 
1,1621,150
2322
1,185
3,000
78
3,0781,172
Total health care distribution
2,2772,255
731745
3,008
6,289
2,313
8,6023,000
Technology
 
and value-added services
156
23
179
Total net sales
 
149$
21
170
404
64
468
Total revenues2,411
$
2,426768
$
752
$
3,178
$
6,693
$
2,377
$
9,0703,179
Deferred Revenue
During the three months ended April 1, 2023, we recognized in net sales
$
35
million of the amounts that were
previously deferred at December 31, 2022.
At December 25, 2021,31, 2022, the current portion of contract liabilities
of $
8986
million was reported in Accruedaccrued expenses:
Other, other, and $
108
 
million related to non-current contract liabilities was
reported
in Otherother liabilities.
 
During the nine
months ended September 24, 2022, we recognized in net sales $
70
million of the amounts that were previously
deferred at December 25, 2021.
At September 24, 2022,April 1, 2023, the current and non-current portion of contract liabilities were
 
liabilities
were $
7685
million and $
9
 
million, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1211
Note 4
 
–
Segment Data
We conduct our business through
two
 
reportable segments: (i) health care distribution and (ii) technology
and
value-added services.
 
These segments offer different products and services to the same customer base. Our
 
Our global
dental businesses serve office-based dental practitioners, dental laboratories, schools, andgovernment
 
and other
institutions.
Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,
emergency
medical technicians, dialysis centers, home health, federal and state governments
and large enterprises, such as
group practices and integrated delivery networks, among other institutions.providers
across a wide range of specialties.
 
Our
global medical businesses serve office-based medical practitioners, ambulatory
surgery centers, other alternate-care
settings and other institutions.
Our global dental and medical groups serve practitioners in
32
 
countries worldwide.
The health care distribution reportable segment aggregates our global dental
 
dental and medical operating segments.
 
This
segment distributes consumable products, dental specialty products, small
 
small equipment, laboratory products, large
equipment, equipment repair services, branded and generic pharmaceuticals,
 
vaccines, surgical products, diagnostic
tests, infection-control products, personal protective equipment (“PPE”)
 
and vitamins.
Our global technology and value-added services reportable segment provides
 
software, technology and other value-
added services to health care practitioners.
 
Our technology offerings include practice management software
systems for dental and medical practitioners.
 
Our value-added practice solutions include practice consultancy,
education, revenue cycle management and financial services on a non-recourse
 
basis, e-services, practice
technology, network and hardware services, as well as continuing education services for practitioners.
The following tables present information about our reportable and operating
 
segments:
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Net Sales:
Health care distribution
(1)
Dental
 
$
1,7851,898
$
1,823
$
5,466
$
5,5241,828
Medical
 
1,106971
1,185
3,274
3,0781,172
Total health care distribution
2,8912,869
3,008
8,740
8,6023,000
Technology
 
and value-added services
176(2)
170191
536
468179
Total
 
$
3,0673,060
$
3,1783,179
$(1)
9,276
Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and
$generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic
9,070products), diagnostic tests, infection-control products, PPE products and vitamins.
(2)
Consists of practice management software and other value-added products, which are distributed primarily to health care providers,
practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing
education services for practitioners, consulting and other services.
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Operating Income:
Health care distribution
 
$
179145
$
179
$
579
$
558211
Technology
 
and value-added services
 
3230
32
96
9333
Total
$
211175
$
211
$
675
$
651244
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1312
Note 5
 
–
Business Acquisitions
2022 Acquisitions
We completed several
In connection with our business acquisitions, the major classes of
assets and liabilities to which we generally
allocate acquisition consideration to, excluding goodwill, include
identifiable intangible assets (i.e., customer
relationships and lists, trademarks and trade names, product development
and non-compete agreements), inventory
and accounts receivable.
The estimated fair value of identifiable intangible assets
is based on critical judgments
and assumptions derived from analysis of market conditions, including
discount rates, projected revenue growth
rates (which are based on historical trends and assessment of financial projections),
estimated customer attrition and
projected cash flows.
These assumptions are forward-looking and could be affected by future economic
and market
conditions.
While we use our best estimates and assumptions to accurately value assets
acquired and liabilities assumed at the
acquisition date as well as contingent consideration, where applicable,
our estimates are inherently uncertain and
subject to refinement.
As a result, within 12 months following the date of acquisition,
or the measurement period,
we may record adjustments to the assets acquired and liabilities assumed
with the corresponding offset to goodwill
within our condensed consolidated balance sheets.
At the end of the measurement period or final determination of
the values of such assets acquired or liabilities assumed, whichever
comes first, any subsequent adjustments are
recognized in our condensed consolidated statements of operations.
The accounting for certain of our acquisitions during the nineyear ended December
31, 2022 had not been completed in
several areas, including but not limited to pending assessments of intangible
assets, and contingent consideration
assets and liabilities.
For the three months ended September 24,April 1, 2023 and March 26, 2022,
 
whichthere were immaterial tono material
adjustments recorded in our condensed consolidated financial statements.statements of income
 
Ourrelating to changes in estimated values of
assets acquired, ownership interest ranged between
80
% to
100
%.liabilities assumed and contingent consideration
 
assets and liabilities.
2023 Acquisitions within our healthcare distribution segment included
companies that specialize inDuring the distribution of
dental products.
Within our technology and value-added services segment,three months ended April 1, 2023, we acquired the majority
of a company that educateswithin the health care
and connects dental office managers, practice administrators and dental businessdistribution segment.
 
leaders across North America.The impact of this acquisition was not considered material to
our condensed consolidated
financial statements.
The following table aggregates
 
the estimated fair value, as of the date of acquisition, of consideration
 
paid and net
assets acquired for acquisitionsthe acquisition during the ninethree months ended September 24,April
 
2022.
1, 2023.
While we use our best
estimates and assumptions to accurately value those assets acquired and
liabilities assumed at the acquisition date
as well as contingent consideration, where applicable, our estimates are
inherently uncertain and subject to
refinement.
As a result, during the measurement period we may record adjustments
to the assets acquired and
liabilities assumed with the corresponding offset to goodwill within our condensed consolidated balance
sheets.
 
Approximately half of the
2023
Acquisition consideration:
Cash
$
8
Deferred consideration
1
Noncontrolling interests
2
Total consideration
$
11
Intangible assets
$
2
Total identifiable
net assets
2
Goodwill
9
Total net assets acquired
$
11
The acquired goodwill is deductible for tax purposes.
During the three months ended April 1, 2023 the identifiable intangible
assets acquired consisted of customer
2022
Acquisition consideration:
Cash
relationships and lists of $
132
Deferred consideration
1
Fair value
million and trademarks and tradenames of previously held equity method investment
16
Redeemable noncontrolling interests
4
Total consideration
$
1531
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
 
net assets
80
Goodwill
73
Total net assets acquired
$
153
The following table summarizes the identifiable intangible assets acquiredmillion.
 
during the nine months ended September
24, 2022 and theirThe 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 agreementsthese intangible assets are
2
2
-
5
Other
2
10
Total
$
70
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data) years
 
(unaudited
)
14
2021 Acquisitions
We completed several acquisitions during the nine months ended September 25, 2021 which were immaterial to our
financial statements.
Our acquired ownership interest ranged between approximately
51
% to
100
%.
Acquisitions
within our health care distribution segment included
companies that specialize in the distribution and
manufacturing of dental and medical products, a provider of home
medical supplies, and product kitting and sterile5 years
packaging.
Within our technology and value-added services segment, we acquired companies that focus on dental
marketing and website solutions, practice transition services, and business
analytics and intelligence software.
The following table aggregates
the estimated fair value, as of the date of acquisition, of consideration paid
and net
assets acquired for acquisitions during the nine months ended September 25,
2021.
While we use our best
estimates and assumptions to accurately value those assets acquired
and liabilities assumed at the acquisition date
as well as contingent consideration, where applicable, our estimates are
inherently uncertain and subject to
refinement.
As a result, during the measurement period we may record adjustments
to the assets acquired and
liabilities assumed with the corresponding offset to goodwill within our condensed consolidated
balance sheets.
Approximately half of the acquired goodwill is deductible for tax purposes.
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
net assets
338
Goodwill
284
Total net assets acquired
$
622
The following table summarizes the identifiable intangible assets acquired
during the nine months ended September
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
price to, excluding goodwill, include
identifiable intangible assets (i.e., customer relationships and lists, trademarks
and trade names, product
development and non-compete agreements), inventory and accounts
receivable, property, plant and equipment,respectively.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1513
deferred taxes and other current and long-term assets and liabilities.
The estimated fair value of identifiable
intangible assets is based on critical estimates, judgments and assumptions
derived from analysis of market
conditions, discount rates, discounted cash flows, customer retention rates
and estimated useful lives.
Some prior owners of acquired subsidiaries are eligible to receive additional
purchase price cash consideration if
certain financial targets are met.
We have accrued liabilities for the estimated fair value of additional purchase
price consideration at the time of the acquisition.
Any adjustments to these accrual amounts are recorded in our
condensed consolidated statements of income.
For the nine months ended September 24, 2022 and September 25,
2021, there were no material adjustments recorded in our condensed consolidated
statements of income relating to
changes in estimated contingent purchase price liabilities.Acquisition Costs
During the ninethree months ended September 24,April 1, 2023 and March 26, 2022 and September 25, 2021 we
 
incurred $
67
 
million and $
61
 
million,
respectively, in acquisition costs.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
14
Note 6 – Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or
 
paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
 
The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained
 
from independent sources (observable
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
 
highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority
 
to unobservable inputs (Level 3).
 
The three levels of the fair value hierarchy are described as follows:
•
 
Level 1— Unadjusted quoted prices in active markets for identical assets or
 
or liabilities that are accessible at the
measurement date.
•
 
Level 2— Inputs other than quoted prices included within Level 1 that are observable
 
observable for the asset or liability,
either directly or indirectly.
 
Level 2 inputs include: quoted prices for similar assets or liabilities
 
in active markets;
quoted prices for identical or similar assets or liabilities in markets that are
 
that are not active; inputs other than quoted
prices that are observable for the asset or liability; and inputs that are derived
 
derived principally from or corroborated by
observable market data by correlation or other means.
•
 
Level 3— Inputs that are unobservable for the asset or liability.
The following section describes the fair values of our financial instruments
 
and the methodologies that we used to
measure their fair values.
Investments and notes receivable
There are no quoted market prices available for investments in unconsolidated
 
affiliates and notes receivable;receivable.
however, weCertain of our notes receivable contain variable interest rates.
We believe the carrying amounts are a reasonable
estimate of fair value based on the interest
rates in the
applicable markets.
Debt
The fair value of our debt (including bank credit lines)lines, current maturities
of long-term debt and long-term debt) is
classified as
Level 3 within the fair value hierarchy, and
as of September 24, 2022April 1, 2023 and December 25, 202131, 2022 was estimated
at
$
1,0451,312
 
million and $
8731,149
 
million, respectively.
 
Factors that we considered when estimating the fair value
of
our debt
included include market conditions, such as interest
rates and credit spreads.
Derivative contracts
Derivative contracts are valued using quoted market prices and
significant other observable inputs.
We use
derivative instruments to minimize our exposure to fluctuations in foreign
currency exchange rates.
Our derivative
instruments primarily include foreign currency forward agreements related
to certain intercompany loans, certain
forecasted inventory purchase commitments with foreign suppliers,
foreign currency forward contracts to hedge a
portion of our euro-denominated foreign operations which are designated
as net investment hedges and a total
return swap for the purpose of economically hedging our unfunded non-qualified
supplemental executive retirement
plan and our deferred compensation plan.
The fair values for the majority of our foreign currency derivative contracts
are obtained by comparing our contract
rate to a published forward price of the underlying market rates, which
is based on market rates for comparable
transactions and are classified within Level 2 of the fair value hierarchy.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1615
Derivative contracts
Derivative contracts are valued using quoted market prices andTotal
 
significant other observable inputs.
Return Swaps
We use
derivative instruments to minimize our exposure to fluctuations in foreign
currency exchange rates.
Our derivative
instruments primarily include foreign currency forward agreements related
to certain intercompany loans, certain
forecasted inventory purchase commitments with foreign suppliers,
foreign currency forward contracts to hedge a
portion of our euro-denominated foreign operations which are designated as net
investment hedges and a total
return swap for the purpose of economically hedging our unfunded
non-qualified supplemental executive retirement
plan and our deferred compensation plan.
The fair valuesvalue for the majority of our foreign currency derivative contracts aretotal return swap is measured by valuing
 
obtained by comparing our contract
rate to a published forward pricethe underlying exchange traded funds of the underlying market rates, whichswap
using market-on-close pricing by industry providers as of the valuation
 
is based on market rates for comparable
transactionsdate and are classified within Level 2 of the
fair value hierarchy.
Redeemable noncontrolling interests
The values for Redeemableredeemable noncontrolling interests are classified within Level
 
Level 3 of the fair value hierarchy and are
based on recent transactions and/or implied multiples of earnings.
 
See
for additional information.
Assets measured on a non-recurring basis at fair value include Goodwill
and Other intangibles, net, and are
classified as Level 3 within the fair value hierarchy.
The following table presents our assets and liabilities that are measured and
 
recognized at fair value on a recurring
basis classified under the appropriate level of the fair value hierarchy as of September
 
24, 2022April 1, 2023 and December 25,
2021:31, 2022:
September 24, 2022April 1, 2023
Level 1
Level 2
Level 3
Total
Assets:
Derivative contracts designated as hedges
$
-
$
4019
$
-
$
4019
Derivative contracts undesignated
-
43
-
4
Total assets
$
-
$
44
$
-
$
44
Liabilities:
Derivative contracts designated as hedges
$
-
$
3
$
-
$
3
Derivative contracts undesignated
-
7
-
7
Total return
swaps
-
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
 
swaps
-
1
-
1
Total assets
 
$
-
$
1023
$
-
$
1023
Liabilities:
Derivative contracts designated as hedges
$
-
$
1
$
-
$
1
Derivative contracts undesignated
-
2
-
2
Total liabilities
 
$
-
$
3
$
-
$
3
Redeemable noncontrolling interests
 
$
-
$
-
$
613570
$
613570
December 31, 2022
Level 1
Level 2
Level 3
Total
Assets:
Derivative contracts designated as hedges
$
-
$
23
$
-
$
23
Derivative contracts undesignated
-
4
-
4
Total assets
$
-
$
27
$
-
$
27
Liabilities:
Derivative contracts designated as hedges
$
-
$
1
$
-
$
1
Derivative contracts undesignated
-
3
-
3
Total return
swaps
-
3
-
3
Total liabilities
$
-
$
7
$
-
$
7
Redeemable noncontrolling interests
$
-
$
-
$
576
$
576
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1716
Note 7 – Debt
Bank Credit Lines
Bank credit lines consisted of the following:
September 24,April 1,
December 25,31,
2023
2022
2021
Revolving credit agreement
$
-
$
-
Other short-term bank credit lines
107236
51103
Total
 
$
107236
$
51103
Revolving Credit Agreement
On
August 20, 2021
, we entered into a $
11.0
 
billion revolving credit agreement (the “Credit Agreement”).
 
This
facility, which matures on
August 20, 2026
 
replaced our $
750
 
million revolving credit facility which was scheduled
to mature in April 2022.
 
The interest rate is based on the USD LIBOR plus a spread based on our
 
leverage ratio at
the end of each financial reporting quarter.
 
Most LIBOR rates have been discontinued after December 31,
 
2021,
while the remaining LIBOR rates will be discontinued immediately
 
after June 30, 2023.
 
We do not expect the
discontinuation of LIBOR as a reference rate in our debt agreements
 
to have a material adverse effect on our
financial position or to materially affect our interest expense.
 
The Credit Agreement also requires, among other things,
things, that we maintain certain maximum leverage ratios.
 
Additionally, the Credit Agreement contains customary
representations, warranties and affirmative covenants as well as customary negative
 
covenants, subject to
negotiated exceptions, on liens, indebtedness, significant corporate changes
 
(including mergers), dispositions and
certain restrictive agreements.
 
As of September 24, 2022April 1, 2023 and December 25, 2021,31, 2022, we
had
no
 
borrowings under this
revolving credit facility.
As of September 24, 2022facility, and December 25, 2021, there
were $
9
 
million and $
9
 
million
of letters of credit, respectively, provided to third
parties under the credit facility.
Other Short-Term Bank Credit
 
Lines
As of September 24, 2022April 1, 2023 and December 25, 2021,31, 2022, we had various other short-term
 
short-term bank credit lines available, ofwith a
whichmaximum borrowing capacity of $
107404
 
million and $
51402
million, respectively.
As of April 1, 2023 and December
31, 2022, $
236
million and $
103
 
million, respectively, were outstanding.
 
At September 24, 2022April 1, 2023 and December 25,31, 2022,
2021, borrowings under all of these credit lines had a weighted average interest
 
interest rate of
9.357.55
% and
10.4410.11
%,
respectively.
Long-term debt
Long-term debt consisted of the following:
September 24,April 1,
December 25,31,
2023
2022
2021
Private placement facilities
 
$
699
$
706699
U.S. trade accounts receivable securitization
225360
105330
Various
 
collateralized and uncollateralized loans payable with interest,
in varying installments through 2023 at interest rates
ranging from
0.00
% to
3.503.65
% at September 24, 2022April 1, 2023 and
 
ranging from
2.620.00
% to
4.273.50
% at December 25, 202131, 2022
8
7
4
Finance lease obligations
79
710
Total
 
9381,076
8221,046
Less current maturities
 
(4)(55)
(11)(6)
Total long-term debt
 
$
9341,021
$
8111,040
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1817
Private Placement Facilities
Our private placement facilities were amended on
October 20, 2021
to include
four
 
(previously
three
) insurance
companies, have a total facility amount of $
1.5
 
billion, (previously $and
1.0
billion), and are available on an
uncommitted basis at fixed rate economic
terms to be agreed upon at
the time of issuance, from
time to time
through
October 20, 2026
(previously
June 23, 2023
).
 
The facilities allow us to issue senior promissory notes to the
the lenders at a
fixed rate based on an agreed upon spread over applicable treasury notes
 
treasury notes at the time of
issuance.
 
The term of each
possible issuance will be selected by us and
can range from
five
 
to
15 years
 
(with an
average life no longer than
12
years
).
 
The proceeds of any issuances under the facilities will be used for
 
for general
corporate purposes, including
working capital and capital expenditures,
to refinance existing indebtedness,
and/or
to fund potential acquisitions.
 
The agreements provide, among other things, that we maintain
 
certain maximum
leverage ratios, and contain
restrictions relating to subsidiary indebtedness,
liens, affiliate transactions, disposal
of
assets and certain changes in
ownership.
 
These facilities contain make-whole provisions in the event that we
 
pay
off the facilities prior to the
applicable due dates.
The components of our private placement facility borrowings, aswhich
 
have a weighted average interest rate of
2.99
%, as of September 24, 2022April 1, 2023 are presented in the
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
 
to
three years
.
 
On October 20, 2021, we
extended the expiration date of thisThis facility agreement tohas a
October 18, 2024
and increased the purchase limit under
the facility from $
350
million toof $
450
 
million with
two
 
banks as agents.agents, expires on
December 15, 2025
.
As of September 24, 2022April 1, 2023 and December
25, 2021, 31, 2022, the borrowings outstanding
under this securitization facility were
$
225360
million and $
330
 
million, and $
105
million,
respectively.
 
At September 24, 2022,April 1, 2023, the interest rate on borrowings under this
 
under this facility was
based on the asset-
backedasset-backed commercial paper rate of
2.894.99
% plus
0.75
%, for a combined rate of
3.645.74
%.
 
At
December 25, 2021,31, 2022, the
interest rate on borrowings under this facility was
based on the asset-backed commercial
commercial paper rate of
0.194.58
% plus
0.75
%, for a combined rate of
0.945.33
%.
If our accounts receivable collection pattern changes due to customers either
 
either paying late or not making payments,
our ability to borrow under this facility may be reduced.
We are required to pay a commitment fee of
30
 
to
35
 
basis points depending upon program utilization.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
1918
Note 8 – Income Taxes
For the ninethree months ended September 24, 2022April 1, 2023 our effective tax rate was
23.523.8
% compared to
24.224.0
% for the prior year
year period.
 
The difference between our effective tax rate and the federal statutory tax rate for the nineprimarily
 
months
ended September 24, 2022 primarily relates to state and
foreign income taxes
and interest expense as well as share-
basedstock-based compensation.
The difference between our effective tax rate and the federal statutory tax rate for the nine
months ended September 25, 2021 primarily relates to state and foreign
income taxes, interest expense and tax
charges and credits associated with legal entity reorganizations.
On August 16, 2022, the Inflation Reduction Act (H.R. 5376) (“IRA”) was signed
into law in the United States.
Among other things, the IRA imposes a 15% corporate alternative
minimum tax for tax years beginning after
December 31, 2022 and levies a 1% excise tax on net stock repurchases after
December 31, 2022.
We are still in
the process of analyzing the provisions of the IRA.
The total amount of unrecognized tax benefits, which are included in
 
“Otherother liabilities” within our condensed
consolidated balance sheets, as of September 24, 2022April 1, 2023 and December 25,31, 2022
 
2021 was $
8495
 
million and $
8494
 
million,
respectively, of which $
7180
 
million and $
6980
 
million, respectively, would affect the effective tax rate if recognized.
 
It is possible that the amount of unrecognized tax benefits will
 
change in the next 12 months, which may result in a
material impact on our condensed consolidated statements of income.
All tax returns audited by the IRS are officially closed through 2016.2018.
 
The tax years subject to examination by the
IRS include years 20172019 and forward.
 
In addition, limited positions reported in the 2017 tax year are subject
to IRS
examination.
During the yearquarter ended December 25, 2021, we were notified by
 
the IRS that
tax year 2019 was
selected for examination.
During the quarter ended September 26, 2020 we reached an agreement
with the Advanced Pricing Division on an
appropriate transfer pricing methodology for the years 2014-2025.
The objective of this resolution was to mitigate
future transfer pricing audit adjustments.
The total amounts of interest and penalties are classified as a component
 
of the provision for income taxes.
 
The
amount of tax interest expense/(credit)expense was $
1
 
million for the ninethree months ended September 24, 2022,April 1, 2023 and
$
(2)1
 
million for the nine three
months ended September 25, 2021.March 26, 2022.
 
The total amount of accrued interest is included in “other
“Other liabilities,” and was $
1413
million as of September 24, 2022April 1, 2023 and $
12
 
million as of December 25, 2021.31, 2022.
The amount of penalties accrued for during
the periods presented were not material to our condensed consolidated financial
statements
.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
19
Note 9 – Plan of Restructuring
On August 1, 2022, we committed to a restructuring plan focused on
funding the priorities of the strategic plan and
streamlining operations and other initiatives to increase efficiency.
We expect this initiative to extend through
2023.
We are currently unable in good faith to make a determination of an estimate of the amount or range of
amounts expected to be incurred in connection with these activities, both with
respect to each major type of cost
associated therewith and with respect to the total cost, or an estimate of
the amount or range of amounts that will
result in future cash expenditures.
During the three months ended April 1, 2023, we recorded restructuring costs of
$
30
million primarily related to
severance and employee-related costs, accelerated amortization of right-of-use
lease assets and fixed assets, and
other lease exit costs.
This amount also includes $
1
million related to the disposal of an unprofitable U.S. business,
initiated during 2022 and completed during the three months ended April
1, 2023.
Restructuring costs recorded for the three months ended April 1, 2023 consisted
of the following (there were
no
restructuring costs for the three months ended March 26, 2022):
Three Months Ended April 1, 2023
Health-Care
Distribution
Technology
and
Value-Added
Services
Total
Severance and employee-related costs
$
17
$
3
$
20
Accelerated depreciation and amortization
7
-
7
Exit and other related costs
1
1
2
Loss on disposal of a business
1
-
1
Total restructuring
costs
$
26
$
4
$
30
The following table summarizes,
by reportable segment, the activity related to the liabilities associated
with our
restructuring initiatives
for the period ended April 1, 2023.
The remaining accrued balance of restructuring costs as
of April 1, 2023 is included in accrued expenses: other within our condensed
consolidated balance sheet.
Technology
and
Health Care
Value-Added
Distribution
Services
Total
Balance, December 31, 2022
 
No$
penalties were accrued for the periods presented.21
$
3
$
24
Restructuring costs
26
4
30
Non-cash asset impairment and accelerated
depreciation and amortization of right-of-use lease
assets and other long-lived assets
(7)
-
(7)
Cash payments and other adjustments
(14)
(3)
(17)
Balance, April 1, 2023
$
26
$
4
$
30
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
20
Note 910 – Legal Proceedings
Henry Schein, Inc. has been named as a defendant in multiple lawsuitsopioid related
 
(currentlylawsuits (currently less than one-hundredone-
hundred and fifty
seventy-five (
150175
); in less than half of those cases one or more of Henry Schein,
Inc.’s subsidiaries is also named as a defendant in a
defendant)number of those cases).
 
Generally, the lawsuits allege that the manufacturers of prescription opioid drugs engaged
in a false
advertising campaign to expand the market for such drugs and
their own market
share and that the entities
in the
supply chain (including Henry Schein, Inc. and its affiliated companies) reaped
 
financial rewards by refusing or
or otherwise failing to monitor appropriately and restrict the improper distribution
 
distribution of those drugs.
 
These actions
consist of some that have been consolidated within the MultiDistrict Litigation
 
(“MDL”) proceeding In Re National
Prescription Opiate Litigation (MDL No. 2804; Case No. 17-md-2804)
 
and are currently stayed, and others which
remain pending in state courts and are proceeding independently and outside
 
of the MDL.
 
At this time, the
following cases are set for trial: the action filed by Mobile County Board
of Health, et al., in Alabama state court,
which is currently stayed but remains set for a jury trial on January 9, 2023;
the action filed by DCH Health Care
Authority, et al. in Alabama state court, which
has been designated a bellwether with
eight
 
of
thirty-eight
 
plaintiffs
set for a jury trial on July 24, 2023; and the
action filed by Florida Health
Sciences Center, Inc. (and
38
 
other
hospitals located throughout the State of Florida)
in Florida state court,
which is currently scheduled for a jury trial
in October 2024.
 
In June 2022, we settled
twenty-six
cases filed by hospitals in West Virginia,
and settled with
one
additional hospital, for a total amount of
three-hundred thousand
dollars.
The
twenty-six
cases have been
dismissed.May 2025.
 
Of Henry Schein’s 20212022 net sales
of approximately $
12.412.6
 
billion from continuing operations, sales of opioids represented
less than
two-tenths
 
of 1
percent.
 
Opioids represent a negligible part of our business.
 
We intend to defend ourselves
vigorously against
these actions.
In August 2022, Henry Schein received a Grand Jury Subpoena from the United
 
States Attorney’s Office for the
Western District of Virginia,
 
seeking documents in connection with an investigation of possible
 
violations of the
Federal Food, Drug & Cosmetic Act by Butler Animal Health Supply, LLC (“Butler”), a former subsidiary of
Henry Schein.
 
The investigation relates to the sale of veterinary prescription drugs
 
to certain customers.
 
In
October 2022, Henry Schein received a second Grand Jury Subpoena
 
from the United States Attorney’s Office for
the Western District of Virginia.
 
The October Subpoena seeks documents relating to payments Henry
 
Schein
received from Butler or Covetrus, Inc. (“Covetrus”).
 
Butler was spun off into a separate company and became a
subsidiary of Covetrus in 2019 and is no longer owned by Henry Schein.
 
We are cooperating with the
investigation.
From time to time, we may become a party to other legal proceedings,
 
including, without limitation, product
liability claims, employment matters, commercial disputes, governmental
 
inquiries and investigations (which may
in some cases involve our entering into settlement arrangements or consent
 
decrees), and other matters arising out
of the ordinary course of our business.
 
While the results of any legal proceeding cannot be predicted with certainty,
in our opinion none of these other pending matters are currently anticipated
 
anticipated to have a material adverse effect on our
consolidated financial position, liquidity or results of operations.
As of September 24, 2022,April 1, 2023, we had accrued our best estimate of potential losses
 
relating to claims that were
probable to
result in liability and for which we were able to reasonably estimate a
 
estimate a loss.
 
This accrued amount, as
well as related
expenses, was not material to our financial position,
results of operations
or cash flows.
 
Our method for
for determining estimated losses considers currently available
facts, presently
enacted laws and regulations and other
other factors, including probable recoveries from third parties.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
21
Note 1011 – Stock-Based Compensation
Stock-based awards are provided to certain employees under the terms of our
 
our 2020 Stock Incentive Plan and to
non-employee directors under the terms of our 2015 Non-Employee Director
 
Stock Incentive Plan (together, the
“Plans”).
 
The Plans are administered by the Compensation Committee of the Board
 
of Directors (the
“Compensation Committee”).
 
Historically, equity-based awards to our employees have been granted solely in the
form of time-based and performance-based restricted stock units (“RSUs”).
 
However, forwith the exception of our 2021 fiscalplan year in
light of the COVID-19 pandemic, the Compensation Committee determined
it would be difficult for management
to set a meaningful three-year cumulative earnings per share target as the goal applicable
to performance-based
RSU awards as it had done in prior years.
Instead, the Compensation Committee set our equity-based awards
to
employees for fiscal 2021 in the form of time-based RSUs andwhich non-qualified
stock options which focus on stock
value appreciation and retention insteadwere issued in place of pre-established performance goals.performance-based
 
Our non-employee directorsRSUs.
In 2022, we granted time-
continuedbased and performance-based RSUs, as well as non-qualified stock
options.
For our 2023 plan year, we returned to receive
granting our employees equity-based awards for fiscal 2021 solely in the form of time-based
 
and performance-based RSUs.
 
In March 2022,Our
the Compensation Committee reinstated performance-based RSUs
fornon-employee directors receive equity-based awards to employees for fiscal
2022 and awarded grantssolely in the form
of time-based RSUs, performance-based
RSUs and non-qualified stock
options.
RSUs.
RSUs are stock-based awards granted to recipients with specified vesting provisions.
 
In the case of RSUs, common
stock is generally delivered on or following satisfaction of vesting conditions.
 
We issue RSUs to employees that primarily
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.
 
RSUs granted under the 2015 Non-Employee Director Stock Incentiveto our non-employee directors primarily are granted
 
Plan primarily
are granted with
12
-month
cliff vesting.
 
For these RSUs, we recognize the cost as compensation expense on
 
a
straight-line basis.
With respect to time-based RSUs, we estimate the fair value based on our closing stock price on the date of grant based on our closing
stock price at
the time of grant.
 
With respect to performance-based RSUs, the number of shares that ultimately vest and are
 
and are
received by the
recipient is based upon our performance as measured against specified
 
specified targets over a specified
period, as
determined by the Compensation Committee.
 
Although there is no guarantee that performance targets
will be
achieved, we estimate the fair value of performance-based RSUs based on
 
based on our closing stock price at time of
grant.
Each of the Plans provide for certain adjustments to the performance
 
measurement in connection with awards under
the Plans.
 
With respect to the performance-based RSUs granted under our 2020 Stock Incentive Plan, such
performance measurement adjustments relate to significant events, including, without
 
without limitation, acquisitions,
divestitures, new business ventures, certain capital transactions (including share
 
repurchases), differences in
budgeted average outstanding shares (other than those resulting from capital
 
transactions referred to above),
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
 
markets, foreign exchange fluctuations, the
financial impact either positive or negative, of the differencesdifference in projected earnings
 
generated by sales of COVID-
19COVID-19 test kits (solely
(solely with respect to performance-based RSUs
granted in the 2022 and
2023 plan years) and impairment charges
(solely with respect to performance-based RSUs granted in the 2023 plan
year), and unforeseen events or
circumstances affecting us.
Over the performance period, the number of shares of common stock that will
 
ultimately vest and be issued and the
related compensation expense is adjusted upward or downward based upon our
 
our estimation of achieving such
performance targets.
 
The ultimate number of shares delivered to recipients and
 
the related compensation cost
recognized as an expense will be based on our actual performance metrics
 
as defined under the Plans.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
22
Stock options are awards that allow the recipient to purchase shares of our common
 
common stock at a fixed price following
vesting of the stock options.
 
Stock options arewere granted at an exercise price equal to our closing stock
 
price on the
date of grant.
 
Stock options issued beginning in 2021 and 2022 vest
one-third
 
per year based on the recipient’s continued
service, subject to the terms and conditions of the 2020 Stock Incentive Plan,
 
are fully vested
three years
 
from the
grant date and have a contractual term of
ten years
 
from the grant date, subject to earlier termination of the term
upon certain events.
 
Compensation expense for these stock options is recognized
 
using a graded vesting method.
 
We estimateestimated the fair value of stock options using the Black-Scholes valuation model.
 
During the three months
In addition to equity-based awards granted in fiscal 2021 under the long-termended April 1, 2023 we did
no
t grant any stock options.
 
incentive program, the Compensation
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.
 
The payout under the performance-based
restricted stock units granted under the fiscal 2018 long-term incentive program
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(the “2018 LTIP”) was negativelyunaudited
impacted by the global COVID-19 pandemic.
Given the significance of the impact of the pandemic on our)
three
-
year EPS goal under such equity awards and the contributions made by our employees
(including those who
received such awards), on March 3, 2021, the Compensation Committee granted
a Special Pandemic Recognition
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.
These time-based RSU awards vest
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
Plan, and are recorded as
compensation expense using a graded vesting method.
The combination of the
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.
22
Our accompanying condensed consolidated statements of income reflect
 
pre-tax share-based compensation expense
of $
1710
 
million ($
137
 
million after-tax) and $
4412
 
million ($
349
 
million after-tax) for the three and nine months ended
September 24, 2022, respectively.
For the three and nine months ended September 25, 2021, we
recorded pre-taxApril 1, 2023
share-based compensation expense of $
28
million ($
21
million after-tax) and $
58
million ($
44
million after-tax),
March 26, 2022, respectively.
Total unrecognized compensation cost related to unvested awards as of September 24, 2022April 1, 2023 was $
104119
 
million,
which is
expected to be recognized over a weighted-averageweighted average period of
approximately
2.22.7
 
years.
The following weighted-average assumptions were used in determiningOur accompanying condensed consolidated statements of cash flows present
 
the most recent fair values of stock optionsour stock-based compensation expense
granted using the Black-Scholes valuation model:
as an adjustment to reconcile net income to net cash provided by operating activities
 
2022
Expected dividend yieldfor all periods presented.
 
In
0.0
%
Expected stock price volatilitythe accompanying consolidated statements of cash flows, there were
 
no benefits associated with tax deductions in
27.70
%
Risk-free interest rateexcess of recognized compensation as a cash inflow from financing
 
activities for the three months ended April 1,
3.42
%
Expected life of options (years)
6.00
2023 and March 26, 2022, respectively.
We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in
the foreseeable future.
 
The expected stock price volatility is based on implied volatilities
 
from traded options on
our stock, historical volatility of our stock, and other factors.
 
The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of grant in conjunction with considering the expected life of options.
 
The
six
-year expected life of the options was determined using the simplified
 
method for estimating the expected term
as permitted under SAB Topic 14.
 
Estimates of fair value are not intended to predict actual future events or
 
the
value ultimately realized by recipients of stock options, and subsequent events
 
events are not indicative of the
reasonableness of the original estimates of fair value made by us.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
23
The following table summarizes the stock option activity under the Plans
during the nine three
months ended September 24,
2022:April 1, 2023:
Stock Options
Weighted
Average
Weighted
Remaining
Average
Contractual
Aggregate
Exercise
Life inRemaining Contractual
 
 
Intrinsic
Shares
Price
YearsLife (in years)
 
Value
Outstanding at beginning of period
 
767,7171,117,574
$
63.2471.38
 
Granted
 
418,425-
85.82-
 
Exercised
 
(30,554)(10,897)
62.71
 
Forfeited
 
(17,850)(5,911)
72.9677.31
 
Outstanding at end of period
 
1,137,7381,100,766
$
71.4171.44
 
8.88.3
 
$
313
Options exercisable at end of period
 
223,198572,132
$
63.1968.11
 
Weighted Average
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Remaining Contractual
Intrinsic
Options
Price
Life (in years)
Value
Vested
 
or expected to vest
898,310520,781
$
73.6075.22
8.98.5
$
24
The following tables summarize the activity of our unvested RSUs for the nine
 
the three months ended September 24, 2022:April 1, 2023:
Time-Based Restricted Stock Units
Performance-Based Restricted Stock Units
Weighted Average
Weighted Average
 
Grant Date Fair
Intrinsic Value
Grant Date Fair
Intrinsic Value
Shares/Units
Value Per Share
Per Share
Shares/Units
Value Per Share
Per Share
Outstanding at beginning of period
 
1,945,8621,756,044
$
58.7966.59
520,916
$
60.23
Granted
 
466,473395,750
85.6777.75
465,260
79.66
Vested
 
(505,004)(387,302)
54.7461.13
(627,596)
60.66
Forfeited
 
(54,618)(34,843)
67.2368.16
(39,463)
74.48
Outstanding at end of period
 
1,852,7131,729,649
$
66.3970.38
$
67.3481.54
Performance-Based Restricted Stock Units
Weighted Average
Grant Date Fair
Intrinsic Value
Shares/Units
Value Per Share
Per Share
Outstanding at beginning of period
674,753319,117
$
59.63
Granted
442,871
76.68
Vested
(392,646)
59.18
Forfeited
(13,631)
67.17
Outstanding at end of period
711,34768.96
$
63.27
$
67.3481.54
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
2423
Note 1112 – 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.
 
Accounting Standards Codification Topic 480-10 is
applicable for noncontrolling interests where we are or may be required
 
to purchase all or a portion of the
outstanding interest in a consolidated subsidiary from the noncontrolling
 
interest holder under the terms of a put
option contained in contractual agreements.
 
The components of the change in the redeemable noncontrolling
interests for the ninethree months ended September 24, 2022April 1, 2023 and the year ended December
 
ended December 25, 202131, 2022 are presented in the
following table:
 
September 24,April 1,
December 25,31,
2023
2022
2021
Balance, beginning of period
 
$
613576
$
328613
Decrease in redeemable noncontrolling interests due to acquisitions of
noncontrolling interests in subsidiaries
(26)(8)
(60)(31)
Increase in redeemable noncontrolling interests due to business
acquisitions
43
1894
Net income attributable to redeemable noncontrolling interests
 
194
2321
Dividends declared
 
(16)(4)
(21)
Effect of foreign currency translation lossgain (loss) attributable to
redeemable noncontrolling interests
 
(13)2
(6)
Change in fair value of redeemable securities
 
(18)(3)
160(4)
Balance, end of period
 
$
563570
$
613576
Note 1213 – Comprehensive Income
Comprehensive income includes certain gains and losses that, under U.S.
 
GAAP,
 
are excluded from net income as
such amounts are recorded directly as an adjustment to stockholders’
 
equity.
 
The following table summarizes our Accumulated other comprehensive loss, net of
 
applicable taxes as of:
September 24,April 1,
December 25,31,
2023
2022
2021
Attributable to Redeemable noncontrolling interests:
Foreign currency translation adjustment
 
$
(44)(35)
$
(31)(37)
Attributable to noncontrolling interests:
Foreign currency translation adjustment
 
$
(1)
$
-(1)
Attributable to Henry Schein, Inc.:
Foreign currency translation adjustment
$
(317)(213)
$
(155)(236)
Unrealized gain (loss) from foreign currency hedging activities
 
182
(2)5
Pension adjustment loss
 
(13)(2)
(14)(2)
Accumulated other comprehensive loss
 
$
(312)(213)
$
(171)(233)
Total Accumulated
 
other comprehensive loss
 
$
(357)(249)
$
(202)(271)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
2524
The following table summarizes the components of comprehensive income, net
 
of applicable taxes as follows:
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Net income
$
162128
$
169
$
515
$
508186
Foreign currency translation lossgain
(89)25
(40)
(176)
(40)3
Tax effect
 
-
-
-
-
Foreign currency translation lossgain
(89)25
(40)
(176)
(40)3
Unrealized gain (loss) from foreign currency hedging
activities
 
15(4)
5
27
72
Tax effect
 
(4)1
(1)
(7)
(2)
Unrealized gain (loss) from foreign currency hedging
activities
 
11
4
20
5
Pension adjustment gain
2
-
2
1
Tax effect
(1)
-
(1)
-
Pension adjustment gain
1
-
1(3)
1
Comprehensive income
 
$
85150
$
133
$
360
$
474190
The change in the unrealized gain from foreign currency hedging activities
during the three and nine months ended
September 24, 2022 and September 25, 2021 was primarily attributable to
a net investment hedge that was entered
into during 2019.
Our financial statements are denominated in the U.S. Dollar currency.
 
Fluctuations in the value of foreign
currencies as compared to the U.S. Dollar may have a significant impact
 
on our comprehensive income.
 
The
foreign currency translation lossgain during the ninethree months ended SeptemberApril 1,
 
24, 2023 and three months ended March 26,
2022 was primarily due to changes in foreign currency exchange
strengtheningrates of the U.S. Dollar as compared to the Euro, British Pound, Australian
Dollar, Brazilian Real, New Zealand Dollar and Canadian Dollar.
 
The following table summarizes our total comprehensive income, net of
 
applicable taxes as follows:
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Comprehensive income attributable to
Henry Schein, Inc.
 
$
79141
$
131
$
350
$
454184
Comprehensive income attributable to
noncontrolling interests
 
23
2
4
51
Comprehensive income attributable to
Redeemable noncontrolling interests
 
4
-
6
155
Comprehensive income
 
$
85150
$
133
$
360
$
474190
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
26
Note 13 – Plans of Restructuring
and Integration Costs
On August 1, 2022, we committed to a restructuring plan focused on
funding the priorities of the strategic plan and
streamlining operations and other initiatives to increase efficiency.
This plan also includes the rationalization of the
Company’s office space in North America as a result of transitioning to a partial and full remote work model for
certain employees.
We recorded restructuring charges of $
9
million primarily related to severance and employee-
related costs and lease right-of-use and other long-lived asset accelerated depreciation
and amortization and lease
exit costs.
We expect this initiative to extend through 2023.
We are currently unable in good faith to make a
determination of an estimate of the amount or range of amounts expected to
be incurred in connection with these
activities, both with respect to each major type of cost associated
therewith and with respect to the total cost, or an
estimate of the amount or range of amounts that will
result in future cash expenditures.
On August 26,
2022, we acquired Midway Dental Supply.
In connection with this acquisition, during the three
months ended September 24, 2022, we recorded integration costs of $
1
million related to one-time employee and
other costs, as well as restructuring charges of $
2
million, which are included in the $
9
million of restructuring
charges discussed above.
On November 20, 2019, we committed to a contemplated restructuring
initiative intended to mitigate stranded costs
associated with the spin-off of our animal health business and to rationalize operations
and provide expense
efficiencies.
These activities were originally expected to be completed by
the end of 2020 but we extended them to
the end of 2021 in light of the changes to the business environment brought
on by the COVID-19 pandemic.
The
restructuring activities under this prior initiative were completed in
2021.
Restructuring and integration costs recorded for the three and nine
months ended September 24, 2022 and nine
months ended September 25 2021 (there were
no
restructuring costs for the three months ended September 25,
2021) consisted of the following:
Three and Nine Months Ended September 24, 2022
Health-Care Distribution
Technology
and Value-Added
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
and integration costs
$
9
$
1
$
-
$
-
$
10
Nine Months Ended September 25, 2021
Health-Care Distribution
Technology
and Value-Added
Services
Restructuring
Costs
Integration
Costs
Restructuring
Costs
Integration
Costs
Total
Severance and employee-related costs
$
3
$
-
$
1
$
-
$
4
Total restructuring
and integration costs
$
3
$
-
$
1
$
-
$
4
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
27
The following table summarizes,
by reportable segment, the activity related to the liabilities associated
with our
restructuring initiatives
for the period ended September 24, 2022.
The remaining accrued balance of restructuring
costs as of September 24, 2022 is included in accrued expenses: other within
our condensed consolidated balance
sheet.
Technology
and
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
Note 14
 
–
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable
 
to Henry Schein, Inc. by the weighted-
average number of common shares outstanding for the period.
 
Our diluted earnings per share is computed similarly
to basic earnings per share, except that it reflects the effect of common shares issuable
 
for presently unvested RSUs
and upon exercise of stock options using the treasury stock method
 
in periods in which they have a dilutive effect.
A reconciliation of shares used in calculating earnings per basic and diluted
 
share follows:
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Basic
 
135,608,678131,365,789
139,377,237
136,731,413
140,661,182137,296,581
Effect of dilutive securities:
Stock options and restricted stock units
 
1,475,3711,674,097
1,702,100
1,756,841
1,517,5201,940,891
Diluted
 
137,084,049133,039,886
141,079,337
138,488,254
142,178,702139,237,472
The number of antidilutive securities that were excluded from the calculation
 
of diluted weighted average common
shares outstanding are as follows:
Three Months Ended
Nine Months EndedApril 1,
September 24,March 26,
September 25,
September 24,
September 25,2023
2022
2021
2022
2021
Stock options
482,497422,190
789,130
310,565
595,79876,597
Restricted stock units
445,49418,305
-
261,718
5,71670,923
Total anti-dilutive
 
securities excluded from EPS
computation
927,991440,495
789,130
572,283
601,514147,520
 
 
 
 
 
 
 
 
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED
 
FINANCIAL STATEMENTS
(in millions, except share and per share data)
 
(unaudited
)
2826
Note 15 – Supplemental Cash Flow Information
 
Cash paid for interest and income taxes was:
 
NineThree Months Ended
September 24,April 1,
September 25,March 26,
2023
2022
2021
Interest
$
2913
$
228
Income taxes
23521
17921
During the ninethree months ended September 24,April 1, 2023 and March 26, 2022, and September 25, 2021,we
 
we had $
27(4)
 
million and $
72
 
million
respectively of non-cash
net unrealized gains (losses) related to foreign currency hedging activities,
 
hedging activities.respectively.
 
Note 16 – Related Party Transactions
In connection with the formation of Henry Schein One, LLC, our joint venture
 
with Internet Brands, which was
formed on July 1, 2018, we entered into a
ten-year
 
royalty agreement with Internet Brands whereby we will pay
Internet Brands approximately $
31
 
million annually for the use of their intellectual property.
 
During the three and
nine months ended September 24,April 1, 2023 and March 26, 2022, we recorded $
8
 
million and $
239
 
million, respectively, in connection with
costs related to this royalty agreement.
During the three and nine months ended September 25, 2021, we recorded
$
8
million and $
23
million, respectively, in connection with costs related to this royalty agreement.
 
As of
September 24, 2022 April 1, 2023 and December 25, 2021,31, 2022, Henry Schein
One, LLC had
a net (payable) receivablepayable balance due
(to) from to Internet Brands of $
(14)12
 
million and $
98
 
million, respectively, comprised
of amounts related to results of
operations and the royalty agreement.
The components of this payable are recorded
within accrued expenses: other, within our condensed consolidated balance sheets.
During our normal course of business, we have interests in entities that we
account for under the equity accounting
method.
 
During the three and nine months ended September 24,April 1, 2023 and March 26, 2022, we
 
we recorded net sales of $
168
 
million and
$
4912
 
million, respectively, to such entities.
 
During the three and nine months ended September 25, 2021, April 1, 2023 and March 26, 2022,
we
recorded net sales ofpurchased $
182
 
million and $
51
million, respectively, to such entities.
During the three and nine months
ended September 24, 2022, we purchased $
4
million and $
14
 
million, respectively from such entities.
 
During theAt April 1, 2023 and December 31, 2022, we
three and nine months ended September 25, 2021, we purchasedhad an aggregate of $
534
 
million and $
1436
 
million, respectively, from
such entities.
At September 24, 2022 and December 25, 2021, in the aggregate we
had $
39
million and $
45
million
due from our equity affiliates, and $
96
 
million and $
96
million, respectively, due to our equity affiliates, respectively.affiliates.
Certain of our facilities related to our acquisitions are leased from employees
 
and minority shareholders.
 
These
leases are classified as operating leases and have a remaining lease term
 
ranging from less than
one year
 
to
9
years
.
 
As of
September 24, 2022, April 1, 2023, current and non-current liabilities associated with related
 
party operating leases were $
4
million and $
1615
 
million, respectively.
 
Related party leases represented
5.26.1
% and
5.85.6
% of the total current and non-
current operating lease liabilities.
 
2927
ITEM 2.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIOPERATIONS
 
ONS
Cautionary Note Regarding Forward-Looking Statements
In accordance with the “Safe Harbor” provisions of the Private Securities
 
Litigation Reform Act of 1995, we
provide the following cautionary remarks regarding important factors
 
that, among others, could cause future results
to differ materially from the forward-looking statements, expectations and assumptions
 
expressed or implied
herein.
 
All forward-looking statements made by us are subject to
 
risks and uncertainties and are not guarantees of
future performance.
 
These forward-looking statements involve known and unknown
risks, uncertainties
and other
factors that may cause our actual results, performance and achievements
 
or industry results to be materially
different from any future results, performance or achievements expressed or implied by such
 
forward-looking
statements.
 
These statements are generally identified by the use of such
 
terms as “may,” “could,” “expect,”
“intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,”
 
“to be,” “to make” or other comparable
terms.
 
Factors that could cause or contribute to such differences include, but are not limited
 
to, those discussed in
the documents we file with the Securities and Exchange Commission
 
(SEC), including our Annual Report on Form
10-K.
Forward looking statements include the overall impact of the Novel Coronavirus
 
Coronavirus Disease 2019 (COVID-19)
on us, our results of operations, liquidity and financial condition (including
 
any estimates of the impact on these
items), the rate and consistency with which dental and other practices
 
resume or maintain normal operations in the
United States and internationally, expectations regarding personal protective equipment (“PPE”)PPE products and COVID-19
related product sales and
inventory levels, whether additional resurgences or variants
of the virus will adversely impact
impact the resumption of
normal operations, whether supply chain disruptions
will adversely impact
our business,
the impact of integration
and restructuring programs as well as of any
future acquisitions, general economic
conditions including exchange
rates, inflation and recession, and more generally current expectations
 
current expectations regarding
performance in current and future
periods.
 
Forward looking statements also include the (i) our ability to
have
continued access to a variety of
COVID-19 test types and expectations regarding COVID-19
 
COVID-19 test sales, demand and
inventory levels as well as the efficacy or relative efficacy of the test results given that the
test efficacy has not
been, or will not have been, independently verified under normal FDA procedures
and (ii)
potential for us to
distribute the COVID-19 vaccines and ancillary supplies.
Risk factors and uncertainties that could cause actual results to differ materially from current
 
current and historical results
include, but are not limited to: risks associated with COVID-19
 
and any variants thereof, as well as other disease
outbreaks, epidemics, pandemics, or similar wide-spread public health concerns
 
and other natural disasters; our
dependence on third parties for the manufacture and supply of our products;
 
our ability to develop or acquire and
maintain and protect new products (particularly technology products) and
 
technologies that achieve market
acceptance with acceptable margins; transitional challenges associated with acquisitions,
 
dispositions and joint
ventures, including the failure to achieve anticipated synergies/benefits; legal, regulatory, compliance,
cybersecurity, financial
and tax risks associated with
acquisitions, dispositions and joint ventures; certain provisions
in our governing documents that may discourage
third-party acquisitions
of us; adverse changes in supplier rebates
or other purchasing incentives; risks related to the sale of corporate brand products;
effects of a highly competitive (including,
(including, without limitation,
competition from third-
partythird-party online commerce
sites) and consolidating market; the
repeal or
judicial prohibition on implementation of the
Affordable Care Act; changes in the health
care industry;
risks from expansion of customer
purchasing power and multi-tiered
multi-tiered costing structures; increases in shipping costs
for our products
or other service issues with our third-
partythird-party shippers; general
global and domestic macro-economic
and political
conditions, including inflation, deflation,
recession, fluctuations
in energy pricing and the value of the
U.S. dollar as compared
to foreign currencies, and
changes to other economic
indicators, international trade
agreements, potential
trade barriers and terrorism; failure
to comply with existing
and future regulatory
requirements; risks associated
with the EU Medical Device Regulation; failure
to comply with laws and regulations
Regulation; relating to health care fraud or other laws and regulations;
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
information or standards in electronic health records or
transmissions;
changes in tax legislation; risks related to
product liability, intellectual property and other claims;
litigation risks;
new or unanticipated litigation
developments and the status of litigation
matters; risks associated
with
customs policies or legislative import
restrictions; cyberattacks
or other privacy or data security breaches; risks
risks associated with our global operations; our
dependence on our senior management,
employee hiring and retention,
and our relationships with customers,
suppliers and manufacturers;
and disruptions in financial markets.
 
The order
in which these factors appear should
not be construed to indicate their
relative importance or priority.
3028
We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control
or predict.
 
Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction
of actual results.
 
We undertake no duty and have no obligation to update forward-looking statements except as
required by law.
Where You
 
Can Find Important Information
We may disclose important information through one or more of the following channels: SEC filings, public
conference calls and webcasts, press releases, the investor relations
 
page of our website (www.henryschein.com)
and the social media channels identified on the Newsroom page of our website.
Recent Developments
The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains and created
significant volatility and disruption of global financial markets in
2020 and 2021.
The impact of COVID-19 had a
material adverse effect on our business, results of operations and cash flows in 2020.
During the year ended
December 25, 2021, patient traffic levels returned to levels approaching pre-pandemic31, 2022 we experienced a decrease
 
levels.
Demand for dental
products and certain medical products throughout 2021 was driven
byin the sales of PPE and COVID-19 test kits.
 
During the sixthree months ended June 25,April 1, 2023, we continued to experience
 
2022 we experienced a decrease in the sales volume of PPE and
COVID-19
test kits.
During the three months ended September 24, 2022, we continued
to experience a decrease in the sales
volume of PPE and COVID-19 test kits compared with the same period
in the prior year.
 
The volatilityyear and we expect further decreases in sales ofin
COVID-19 test kits has moderated, albeit at a significantly2023 compared to the prior year.
The impact from inflation, including manufacturer price increases excluding PPE
 
lower level of sales compared with 2021,products, was slightly more
resultingpronounced in us
recording an inventory obsolescence reserve of $12 million for COVID-19
test kits during the quarter ended
September 24, 2022.
While the U.S. economy has recently experienced inflationary
pressures and strengthening of the U.S dollar, their
impacts have not been material to our results of operations, and
we currently expect moderating of inflation and
foreign currency fluctuations.Europe than in North America.
 
Though inflation impacts both our revenues and costs, the
depth and
breadth of our
product portfolio often allows us to offer lower-cost national brand solutions or
 
or corporate brand
alternatives to our
more price-sensitive customers who are unable
to absorb price
increases, thus positioning us to
protect our gross
profit.
Our condensed consolidated financial statements reflect estimates and assumptions
 
assumptions made by us that affect, among
other things, our goodwill, long-lived asset and definite-lived intangible
 
asset valuation; inventory valuation; equity
investment valuation; assessment of the annual effective tax rate; valuation of deferred
 
deferred income taxes and income
tax contingencies; the allowance for doubtful accounts; hedging activity;
 
supplier rebates; measurement of
compensation cost for certain share-based performance awards and cash bonus
 
plans; and pension plan
assumptions.
 
Due to the significant uncertainty surrounding the future impact
of COVID-19, our judgments
regarding estimates and impairments could change in the future.
There is an ongoing risk that the consequences of the COVID-19
pandemic may again have a
material adverse effect on our business, results of operations
and cash flows and may
result in a material adverse
effect on our financial condition and liquidity.
 
However, the extent of the potential
impact cannot be reasonably
estimated at this time.
3129
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
 
largest provider of health care products and services primarily to
office-
based dental and medical practitioners, as well as alternate sites of care.
 
We
serve more than one million customers
worldwide including dental practitioners, laboratories, physician practices, and
 
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 90 years of experience distributing health
 
care products.
We are headquartered in Melville, New York,
 
employ approximatelymore than 22,000 people (of which approximately 10,700
are
10,300 are based outside of the United States) and have operations or
affiliates in 32 countries
and territories.
 
Our broad
broad global footprint has evolved over time through our organic success as well as
 
through contribution from strategic
strategic acquisitions.
We
have established strategically located distribution centers around
the world to enable us to better serve our
customers and increase our operating efficiency.
 
This infrastructure, together with broad product and service
offerings at competitive prices, and a strong commitment to customer service, enables
 
enables us to be a single source of
supply for our customers’ needs.
While our primary go-to-market strategy is in our capacity as a distributor, we also market and sell our own
corporate brand portfolio of cost-effective, high-quality consumable merchandise products,
manufacture certain dental
dental specialty products and solutions in the areas of implants, orthodontics and endodontics,
 
and endodontics.repackage/relabel prescription
drugs and/or devices.
 
We
have
achieved scale in
these global businesses primarily through acquisitions as manufacturers
 
as
manufacturers of these products typically do not utilize a
distribution channel
to serve customers.
We
conduct our business through two reportable segments: (i) health
care distribution and (ii) technology and
value-added services.
 
These segments offer different products and services to the same customer base.
 
Our global
dental businesses serve office-based dental practitioners, dental laboratories, schools, andgovernment
 
and other
institutions.
 
Our
global medical businesses serve office-based medical practitioners,physician offices, urgent care centers, ambulatory care sites,
 
surgeryemergency
medical technicians, dialysis centers, home health, federal and state governments
and large enterprises, such as
group practices and integrated delivery networks, among other alternate-careproviders
across a wide range of specialties.
settings and other institutions.
The health care distribution reportable segment, aggregatescombining our global dental and
 
dental and medical operating segments.
Thissegments,
segment distributes consumable products, small equipment, laboratory products,
large equipment, equipment
repair services,
services, branded and generic pharmaceuticals, vaccines, surgical products, dental specialty
 
specialty products (including implant,
implant, orthodontic and endodontic products), diagnostic tests, infection-control products,
 
PPE products PPE and vitamins.
 
Our global technology and value-added services business provides software, technology
 
technology and other value-added
services to health care practitioners.
 
Our technology business offerings include practice management software
systems for dental and medical practitioners.
 
Our value-added practice solutions include practice consultancy,
education, revenue cycle management and financial services on a non-recourse
 
basis, e-services, practice
technology, network and hardware services, as well as consulting, and continuing education services for
practitioners.
A key element to grow closer to our customers is our One Schein initiative, which
 
initiative, which is a unified go-to-market
approach that enables practitioners to work synergistically with our supply chain,
 
equipment sales and service and
other value-added services, allowing our customers to leverage the
 
the combined value that we offer through a single
program.
 
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.
3230
Industry Overview
In recent years, the health care industry has increasingly focused on cost containment.
 
This trend has benefited
distributors capable of providing a broad array of products and services at low
 
low prices.
 
It also has accelerated the
growth of HMOs, group practices, other managed care accounts and collective buying
 
buying groups, which, in addition to
their emphasis on obtaining products at competitive prices, tend to favor distributors
 
favor distributors capable of providing
specialized management information support.
 
We
believe that the trend towards cost containment has the potential
to favorably affect demand for technology solutions, including software, which can
 
can enhance the efficiency and
facilitation of practice management.
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.
Our current and future results have been and could be impacted by
the COVID-19 pandemic, the current economic
environment and continued economic and public health uncertainty.
Since the onset of the COVID-19 pandemic in
early 2020, we have been carefully monitoring its impact on our global
operations and have taken appropriate steps
to minimize the risk to our employees.
We have seen and expect to continue to see changes in demand trends for
some of our products and services, supply chain challenges and labor
challenges, as rates of infection fluctuate, new
strains or variants of COVID-19 emerge and spread, governments adapt their approaches
to combatting the virus,
and local conditions change across geographies.
As a result, we expect to see continued volatility through at
least
the duration of the pandemic.
Industry Consolidation
The health care products distribution industry, as it relates to office-based health care practitioners, is fragmented
and diverse.
 
The industry ranges from sole practitioners working out of
 
of relatively small offices to group practices
or service organizations ranging in size from a few practitioners to a large number of practitioners who have
combined or otherwise associated their practices.
Due in part to the inability of office-based health care practitioners to store and manage
 
large quantities of supplies
in their offices, the distribution of health care supplies and small
equipment to office-based health
care practitioners
has been characterized by frequent, small quantity orders, and a need for rapid,
 
rapid, reliable and substantially complete
order fulfillment.
 
The purchasing decisions within an office-based health care practice
are typically
made by the
practitioner or an administrative assistant.
 
Supplies and small equipment are generally purchased from more
 
than
one distributor, with one generally serving as the primary supplier.
The trend of consolidation extends to our customer base.
 
Health care practitioners are increasingly seeking to
partner, affiliate or combine with larger entities such as hospitals, health systems, group practices or physician
hospital organizations.
 
In many cases, purchasing decisions for consolidated groups
 
are made at a centralized or
professional staff level; however, orders are delivered to the practitioners’ offices.
We
believe that consolidation within the industry will continue to
result in a number of distributors, particularly
those with limited financial, operating and marketing resources, seeking to
 
to combine with larger companies that can
provide growth opportunities.
 
This consolidation also may continue to result in distributors seeking
 
to acquire
companies that can enhance their current product and service offerings or provide
 
opportunities to serve a broader
customer base.
Our trend with regardapproach to acquisitions and joint ventures has been to expand
our role as
a provider of products and services
services to the health care industry.
 
This trend has resulted in our expansion into service areas that complement
 
our existing
existing operations and provide opportunities for us to develop synergies with, and
thus strengthen, the acquired
businesses.
33
As industry consolidation continues, we believe that we are positioned
 
to capitalize on this trend, as we believe we
have the ability to support increased sales through our existing infrastructure, although
 
although there can be no assurances
that we will be able to successfully accomplish this.
 
We
also have invested in expanding
our sales/marketing
infrastructure to include a focus on building relationships with decision
 
makers who do not reside in the office-
based practitioner setting.
As the health care industry continues to change, we continually evaluate possible
 
possible candidates for joint venture or
acquisition and intend to continue to seek opportunities to expand our
 
role as a provider of products and services to
the health care industry.
 
There can be no assurance that we will be able to successfully pursue
 
any such
opportunity or consummate any such transaction, if pursued.
 
If additional transactions are entered into or
31
consummated, we would incur merger and/or acquisition-related costs, and there
 
there can be no assurance that the
integration efforts associated with any such transaction would be successful.
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 pharmacology treatments,
and expanded third-party insurance coverage, partially offset by the effects of unemployment on insurance
coverage.
 
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 2023 and 2033, the 45 and older
population is expected to grow by approximately 11%.
Between 2023 and 2043, this age group is expected to grow
by approximately 21%.
This compares with expected total U.S. population growth
rates of approximately 6%
between 2023 and 2033 and approximately 11% between 2023 and 2043.
According to the U.S. Census Bureau’s International Database, in 20222023 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 nearly triple to approximately
 
19 million.
 
The population
aged 65 to 84 years is projected to increase by approximately 27%23% during
 
the same period.
As a result of these market dynamics, annual expenditures for health
 
care services continue to increase in the
United States.
 
We believe that demand for our products and services will grow while continuing to be impacted by
current and future operating, economic, and industry conditions.
 
The Centers for Medicare and Medicaid Services,
or CMS, published “National Health Expenditure Data” indicating that
 
that total national health care spending reached
approximately $4.1$4.3 trillion in 2020,2021, or 19.7%18.3% of the nation’s gross domestic product, the benchmark measure
 
measure for
annual production of goods and services in the United States.
 
Health care spending is projected to reach
approximately $6.2$6.8 trillion in 2028, approximately 19.7%by 2030, or 19.6% of the
nation’s projected gross domestic product.
The
latest projections begin after the latest historical year (2020) and go through
2030.
Government
Certain of our businesses involve the distribution, manufacturing, importation,
 
importation, exportation, marketing and sale of,
and/or third party payment for, pharmaceuticals and/or medical devices, and in this regard, we are subject
 
are subject to
extensive local, state, federal and foreign governmental laws and regulations,
 
including as applicable to our
wholesale distribution of pharmaceuticals and medical devices, manufacturing
 
activities, and as part of our
specialty home medical supply business that distributes and sells medical equipment
 
medical equipment and supplies directly to
patients.
 
The federal governmentFederal, state and statecertain foreign governments have also increased enforcement
 
enforcement activity in the health care
sector, particularly in areas of fraud and abuse, anti-bribery and corruption, controlled substances handling,
 
medical
device regulations and data privacy and security standards.
Certain of our businesses are subject to various additional federal, state,
local and foreign laws and regulations,
including with respect to the sale, transportation, storage, handling and
disposal of hazardous or potentially
hazardous substances, and safe working conditions.
In addition, certain of our businesses must operate in
compliance with
a variety of burdensome and complex billing
and record-keeping
requirements in order to
substantiate claims for payment under
federal, state and commercial healthcare
healthcare reimbursement programs.
 
One of
these businesses was suspended in October 2021 by CMS from receiving
 
from
receiving payments from Medicare, although it was
permitted to continue
to perform and bill for Medicare services.
 
OnSuch suspension was terminated on September 30, 2022, CMS terminated the suspension of Medicare payments.
2022.
As
Government and private insurance programs fund a resultlarge portion of the terminationtotal cost of
the suspension, we recognized $13 million of previously deferred revenue medical care,
 
duringand there have
been efforts to limit such private and government insurance programs, including efforts, thus far
unsuccessful, to
seek repeal of the quarter ended September 24,entire United States Patient Protection and Affordable Care Act,
as amended by the Health Care
2022.and Education Reconciliation Act, each enacted in March 2010 (as amended,
the “ACA”).
In addition, activities to
control medical costs, including laws and regulations lowering reimbursement
rates for pharmaceuticals, medical
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32
devices and/or medical treatments or services, are ongoing.
Many of these laws and regulations are subject to
change and their evolving implementation may impact our operations and our
financial performance.
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.
A more detailed discussion of governmental laws and regulations
is included in Management’s Discussion &
Analysis of Financial Condition and Results of Operations, contained
in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, filed with the SEC on February 21, 2023.
Results of Operations
The following tables summarize the significant components of our operating
results and cash flows for the three
months ended April 1, 2023 and March 26, 2022:
Three Months Ended
April 1,
March 26,
2023
2022
Operating results:
Net sales
$
3,060
$
3,179
Cost of sales
2,094
2,206
Gross profit
966
973
Operating expenses:
Selling, general and administrative
717
682
Depreciation and amortization
44
47
Restructuring costs
30
-
Operating income
$
175
$
244
Other expense, net
$
(12)
$
(5)
Net income
128
186
Net income attributable to Henry Schein, Inc.
121
181
Three Months Ended
April 1,
March 26,
2023
2022
Cash flows:
Net cash provided by operating activities
$
27
$
93
Net cash used in investing activities
(39)
(27)
Net cash provided by (used in) financing activities
21
(62)
33
Plan of Restructuring
On August 1, 2022, we committed to a restructuring plan focused on
funding the priorities of the strategic plan and
streamlining operations and other initiatives to increase efficiency.
We expect this initiative to extend through
2023.
We are currently unable in good faith to make a determination of an estimate of the amount or range of
amounts expected to be incurred in connection with these activities, both with
respect to each major type of cost
associated therewith and with respect to the total cost, or an estimate of
the amount or range of amounts that will
result in future cash expenditures.
During the three months ended April 1, 2023, we recorded restructuring costs of
$30 million primarily related to
severance and employee-related costs, accelerated amortization of right-of-use
lease assets and fixed assets, and
other lease exit costs.
This amount also includes $1 million related to the disposal
of an unprofitable U.S. business,
initiated during 2022 and completed during the three months ended April
1, 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
Government and private insurance programs fund a large portion of the total cost of medical
care, and there have
been efforts to limit such private and government insurance programs, including efforts,
thus far unsuccessful, to
seek repeal of the entire United States Patient Protection and Affordable Care Act,
as amended by the Health Care
and Education Reconciliation Act, each enacted in March 2010 (as amended,
the “ACA”).
In addition, activities to
control medical costs, including laws and regulations lowering reimbursement
rates for pharmaceuticals, medical
devices and/or medical treatments or services, are ongoing.
Many of these laws and regulations are subject to
change and their evolving implementation may impact our operations and
our financial performance.
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.
A more detailed discussion of governmental laws and regulations
is included in Management’s Discussion &
Analysis of Financial Condition and Results of Operations, contained
in our Annual Report on Form 10-K for the
fiscal year ended December 25, 2021, filed with the SEC on February
15, 2022.
Results of Operations
The following table summarizes the significant components of our operating
results for the three and nine months
ended September 24, 2022 and September 25, 2021 and cash flows for
the nine months ended September 24, 2022
and September 25, 2021:
Three
Months Ended
Nine Months Ended
September 24,
September 25,
September 24,
September 25,
2022
2021
2022
2021
Operating results:
Net sales
$
3,067
$
3,178
$
9,276
$
9,070
Cost of sales
2,153
2,266
6,444
6,376
Gross profit
914
912
2,832
2,694
Operating expenses:
Selling, general and administrative
648
657
2,010
1,906
Depreciation and amortization
45
44
137
133
Restructuring and integration costs
10
-
10
4
Operating income
$
211
$
211
$
675
$
651
Other expense, net
$
(6)
$
(5)
$
(17)
$
(14)
Gain on sale of equity investment
-
7
-
7
Net income
162
169
515
508
Net income attributable to Henry Schein, Inc.
150
162
491
484
Nine Months Ended
September 24,
September 25,
2022
2021
Cash flows:
Net cash provided by operating activities
$
348
$
433
Net cash used in investing activities
(211)
(479)
Net cash used in financing activities
(121)
(254)
35
Plans of Restructuring and Integration Costs
On August 1, 2022, we committed to a restructuring plan focused on
funding the priorities of the strategic plan and
streamlining operations and other initiatives to increase efficiency.
This plan also includes the rationalization of the
Company’s office space in North America as a result of transitioning to a partial and full remote work model for
certain employees.
We recorded restructuring charges of $9 million primarily related to severance and employee-
related costs and lease right-of-use and other long-lived asset accelerated depreciation
and amortization and lease
exit costs.
We expect this initiative to extend through 2023.
We are currently unable in good faith to make a
determination of an estimate of the amount or range of amounts expected to
be incurred in connection with these
activities, both with respect to each major type of cost associated
therewith and with respect to the total cost, or an
estimate of the amount or range of amounts that will result in future
cash expenditures.
The expense savings
realized from this plan are expected to mainly affect 2023 and beyond.
On August 26, 2022, we acquired Midway Dental Supply.
In connection with this acquisition, during the three
months ended September 24, 2022 we recorded integration costs
of $1 million related to one-time employee and
other costs, as well as restructuring charges of $2 million, which are included
in the $9 million of restructuring
charges discussed above.
On November 20, 2019, we committed to a contemplated restructuring
initiative intended to mitigate stranded costs
associated with the spin-off of our animal health business and to rationalize operations
and provide expense
efficiencies.
These activities were originally expected to be completed by
the end of 2020 but we extended them to
the end of 2021 in light of the changes to the business environment brought
on by the COVID-19 pandemic.
The
restructuring activities under this prior initiative were completed
in 2021.
36
Three Months Ended September 24, 2022April 1, 2023 Compared to Three
Months Ended September 25, 2021March 26, 2022
Net Sales
Net sales were as follows:
September 24,April 1,
% of
September 25,March 26,
% of
Increase / (Decrease)
20222023
Total
20212022
Total
$
%
Health care distribution
(1)
Dental
 
$
1,7851,898
58.262.0
%
$
1,8231,828
57.357.5
%
$
(38)70
(2.1)3.8
%
Medical
 
1,106971
36.031.8
1,1851,172
37.336.9
(79)(201)
(6.7)(17.2)
 
Total health care distribution
 
2,8912,869
94.293.8
3,0083,000
94.694.4
(117)(131)
(3.9)(4.4)
Technology and value-added services
(2)
176191
5.86.2
170179
5.45.6
612
3.86.8
Total
 
$
3,0673,060
100.0
%
$
3,1783,179
100.0
%
$
(111)(119)
(3.5)(3.8)
%
The components of our sales growth were as follows:
Total Local
Currency
Growth
Foreign
Exchange
Impact
Total Sales
Growth
Local Currency Growth
Local Internal
Growth
Acquisition
Growth
Health care distribution
(1)
Dental Merchandise
4.0
%
2.5
%
6.5
%
(2.4)
%
4.1
%
Dental Equipment
3.9
1.5
5.4
(2.6)
2.8
Total Dental
4.0
2.3
6.3
(2.5)
3.8
Medical
(17.1)
-
(17.1)
(0.1)
(17.2)
Total Health Care Distribution
(4.3)
1.4
(2.9)
(1.5)
(4.4)
Technology and value-added services
(2)
6.5
1.5
8.0
(1.2)
6.8
Total
(3.7)
%
1.4
%
(2.3)
%
(1.5)
%
(3.8)
%
Note: Percentages for Net Sales; Gross Profit; Selling, General and Administrative; Other Expense, Net; and Income Taxes are based on
actual values and may not recalculate due to rounding.
(1)
Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and
generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic
products), diagnostic tests, infection-control products, PPE products and vitamins.
(2)
Consists of practice management software and other value-added products, which are distributed primarily to health care providers,
practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing
education services for practitioners, consulting and other services.
Note: Percentages for Net Sales; Gross Profit; Selling, General and Administrative; Other Expense, Net; and Income Taxes are based onGlobal Sales
actual values and may not recalculate due to rounding.
The 3.5% decrease inGlobal net sales includes a decrease of 0.6% in local
currency sales (2.4% decrease in internally
generated sales partially offset by 1.8% growth from acquisitions) and a decrease of
2.9% related to foreign
currency exchange.
We estimate that sales of PPE and COVID-19 test kits were approximately $244 million, a
decrease of 51.6%
versus the prior year.
Excluding PPE and COVID-19 test kits, the estimated increase in
internally generated local currency sales was 6.8%.
The 2.1% decrease in dental net sales includes an increase of 2.6% in local
currency sales (1.2% increase in
internally generated sales and 1.4% growth from acquisitions) offset by a decrease
of 4.7% related to foreign
currency exchange.
The 2.6% increase in local currency sales was attributable to an increase in dental
consumable
merchandise sales of 1.0% (1.8% growth from acquisitions and 0.8% decrease
in internally generated sales)
and an
increase in dental equipment and service
sales of 8.3% (8.0% growth in internally generated sales
and 0.3% growth
from acquisitions).
Our sales growth in dental merchandise was lower than our sales growth
in dental equipment
duringfor the three months ended September 24, 2022 primarily due to a decreaseApril 1, 2023 decreased 3.8% based
 
upon the components presented in PPE sales.
the table above.
 
Dental equipment
sales increased in both our North American and international markets,
primarily attributable to increased demand.
We estimate that our dental business recorded sales of approximately $94 millionSales of PPE an estimated decrease of
44.9% versus the prior year.
Excluding PPE, the estimated increase in internally generated local currency
dental
sales was 5.8%.
The 6.7% decrease in medical net sales includes a decrease of 6.4% in local
currency sales (8.8% decrease in
internally generated sales partially offset by 2.4%
growth from acquisitions), and a decrease of 0.3% related to
foreign currency exchange.
Our medical business was impacted by a continuing decrease in sales of PPE
and
COVID-19 test kits, partially offset by strong growth in sales of pharmaceutical,
medical equipment and point-of-
care diagnostic products.
We estimate that our medical business recorded sales of approximately $150 million of
PPEproducts and COVID-19 test kits for the three
months ended SeptemberApril 1, 2023 were
24, 2022, an estimatedapproximately $201 million, a decrease of 55.0%
compared to the prior year.approximately 58.8% versus
 
the three months ended March 26, 2022.
Excluding sales of PPE products and COVID-19 test kits, the estimatedincrease in
 
increase in internally
generated local currency medicalsales was
6.3%.
Dental
Dental net sales for the three months ended April 1, 2023 increased 3.8%
based upon the components presented in
the table above.
Our sales growth in local currency for dental merchandise was primarily
attributable to stable
patient traffic along with some price increases.
Our sales growth in local currency for dental equipment was
primarily attributable to growth in North America for traditional equipment,
partially offset by a decrease in digital
equipment.
International dental equipment sales growth in local currency
was supported by a strong equipment
backlog.
Sales of PPE products for the three months ended April 1, 2023
were approximately $92 million, a
decrease of approximately 35.8% versus the three months ended March 26,
2022.
Excluding PPE products, the
increase in internally generated local currency dental sales was 9.3%7.4%.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3735
Medical
Medical net sales for the three months ended April 1, 2023 decreased
17.2% based upon the components presented
in the table above.
The 3.8%local currency decrease in medical sales is primarily attributable
to lower sales of PPE
products and COVID-19 test kits, partially offset by strong medical equipment and
pharmaceutical sales.
Sales of
PPE products and COVID-19 test kits were approximately $109 million for
the three months ended April 1, 2023, a
decrease of approximately 68.4% compared to the three months ended March
26, 2022.
Excluding PPE products
and COVID-19 test kits, the increase in technologyinternally generated local currency medical
sales was 4.2%.
Technology and value-added services
Technology and value-added services net sales includesfor the three months ended April 1, 2023 increased 6.8% based upon
an increase of 5.6%the components presented in local currency
sales (4.2% increase in internally generated sales and 1.4% growth
from acquisitions) partially offset by a decrease
of 1.8% related to foreign currency exchange.the table above.
 
During the quarterthree months ended September 24, 2022, April 1, 2023,
the trend for sales of
transactional software sales improved compared to the prior year, as we increased the number of cloud-based
users, generating
demand for our sales
revenue cycle management solutions and also
from cloud-based solutions thatwhich drive practice
efficiency and patient engagement.
 
The increase in sales
during the quarter ended September 24,
2022,April 1, 2023 was
partially offset by the expiration, during
the third quarter of 2022, of a
modestly profitable government contract
in one of our value-added services
businesses.
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
September 24,April 1,
Gross
September 25,March 26,
Gross
Increase / (Decrease)
20222023
Margin %
20212022
Margin %
$
%
Health care distribution
 
$
799837
27.729.2
%
$
799857
26.628.6
%
$
-(20)
-(2.3)
%
Technology and value-added services
115129
65.067.4
113116
66.164.9
213
2.011.1
Total
 
$
914966
29.831.6
$
912973
28.730.6
$
2(7)
0.2(0.7)
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.
 
Additionally, we
realize substantially higher gross margin percentages in our technology and value-added services
 
segment than in
our health care distribution segment.
These higher gross margins result from being both the developer and seller of
software products and services, as well as certain financial services.
The software industry typically realizes higher
gross margins to recover investments in development.
Within our health care distribution segment, gross profit margins may vary from one period to the next.
Changes in
the mix of products sold as well as changes in our customer mix have been
the most significant drivers affecting
our gross profit margin.
For example, sales of our corporate brand products achieve
gross profit margins that are
higher than average total gross profit margins of all products.
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 at
greater frequencies.
Our health care distribution gross profit includes a $21 million increase
in the gross margin rates due to product mix
and $19 million additional gross profit from acquisitions,
partially offset by a decrease of $40 million in gross profit
from internally generated sales.
Technology and value-added services gross profit increased $2 million, or 2.0%, due to a $2 million increase in
gross profit from internally generated sales and $2 million additional
gross profit from acquisitions,
partially offset
by a decrease of $2 million from gross margin rates due to product mix.
Technology and value-added services
gross profit margin decreased
to 65.0% from 66.1% primarily due to our continued investment
in product
development and customer service.
38
Selling, General and Administrative
Selling, general and administrative expenses by segment and in
total were as follows:
% of
% of
September 24,
Respective
September 25,
Respective
Increase
2022
Net Sales
2021
Net Sales
$
%
Health care distribution
$
620
21.5
%
$
620
20.6
%
$
-
-
%
Technology and value-added services
83
47.2
81
47.4
2
3.2
Total
$
703
22.9
$
701
22.1
$
2
0.3
Selling, general and administrative expenses (including depreciation and
amortization; and restructuring and
integration costs in the three months ended September 24, 2022) increased
$2 million, or 0.3%.
Selling, general and administrative expenses within our health care distribution
segment had an increase of $18
million of additional
costs from acquired companies and an increase of $10 million in restructuring
and integration
costs, offset by a decrease of $28 million in internally generated operating costs.
The $2 million increase in selling,
general and administrative expenses within our technology and value-added services
segment was attributable to an
increase of $2 million of operating costs and an increase of $1 million of additional
costs from acquired companies,
partially offset by a decrease of $1 million in restructuring and integration costs.
As a component of total selling, general and administrative expenses, selling
expenses increased $12 million, or
3.0% to $424 million primarily due to an increase in payroll and payroll
related costs and travel and convention
expenses.
As a percentage of net sales, selling expenses increased to 13.8%
from 13.0%.
As a component of total selling, general and administrative expenses, general
and administrative expenses
decreased $10 million, or 3.6% to $279 million primarily due to a decrease
in payroll and payroll related costs,
partially offset by an increase in travel expenses.
As a percentage of net sales, general and administrative expenses
remained consistent at 9.1%.
Other Expense, Net
Other expense, net, was as follows:
September 24,
September 25,
Variance
2022
2021
$
%
Interest income
$
4
$
2
$
2
191.5
%
Interest expense
(11)
(7)
(4)
(67.1)
Other, net
1
-
1
127.6
Other expense, net
$
(6)
$
(5)
$
(1)
(25.0)
Interest income increased $2 million and interest expense increased
$4 million primarily due to increased interest
rates.
Income Taxes
For the three months ended September 24, 2022 our effective tax rate was 22.7%
compared to 23.9% for the prior
year period.
The difference between our effective tax rate and the federal statutory tax rate for
the three months
ended September 24, 2022 primarily relates to state and foreign income taxes
and interest expense.
The difference
between our effective tax rate and the federal statutory tax rate for the three
months ended September 25, 2021 was
primarily due to state and foreign income taxes, interest expense and tax
charges and credits associated with legal
entity reorganizations.
39
Gain on Sale of Equity Investment
In the third quarter of 2021 we received contingent proceeds of $10 million
from the 2019 sale of Hu-Friedy
resulting in the recognition of an additional after-tax gain of $7
million.
40
Nine Months Ended September 24, 2022 Compared to Nine Months Ended September
25, 2021
Net Sales
Net sales were as follows:
September 24,
% of
September 25,
% of
Increase/(Decrease)
2022
Total
2021
Total
$
%
Health care distribution
(1)
Dental
$
5,466
58.9
%
$
5,524
60.9
%
$
(58)
(1.1)
%
Medical
3,274
35.3
3,078
33.9
196
6.3
Total health care distribution
8,740
94.2
8,602
94.8
138
1.6
Technology and value-added services
(2)
536
5.8
468
5.2
68
14.5
Total
$
9,276
100.0
%
$
9,070
100.0
%
$
206
2.3
(1)
Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and
generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic
products), diagnostic tests, infection-control products, PPE and vitamins.
(2)
Consists of practice management software and other value-added products, which are distributed primarily to health care providers,
practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing
education services for practitioners, consulting and other services.
Note: Percentages for Net Sales; Gross Profit; Selling, General and Administrative; Other Expense, Net; and Income Taxes are based on
actual values and may not recalculate due to rounding.
The 2.3% increase in net sales includes an increase of 4.5% in local currency
sales (2.4% increase in internally
generated sales and 2.1% growth from acquisitions) partially offset by a decrease
of 2.2% related to foreign
currency exchange.
We estimate that sales for the nine months ended September 24, 2022 of PPE and COVID-19
test kits were approximately $991 million, an estimated decrease of 25.8% versus
the prior year.
Excluding PPE
and COVID-19 test kits,
the estimated increase in internally generated local currency sales was 7.3%.
The 1.1% decrease in dental net sales includes an increase of 2.4% in
local currency sales (1.4% increase in
internally generated sales and 1.0% growth from acquisitions) offset by a decrease
of 3.5% related to foreign
currency exchange.
The 2.4% increase in local currency sales was attributable to an increase in dental
consumable
merchandise sales of 0.6% (1.2% growth from acquisitions partially
offset by 0.6% decrease in internally generated
sales), and an increase in dental equipment sales and service sales of
9.0% (8.9% increase in internally generated
sales and 0.1% growth from acquisitions).
Our sales growth in dental merchandise was lower than our sales
growth
in dental equipment during the nine months ended September 24,
2022 primarily due to a decrease in PPE sales.
Dental equipment sales increased in both our North American and international
markets, primarily due to increased
demand.
We estimate that global dental sales for the nine months ended September 24, 2022 of PPE were
approximately $352 million, an estimated decrease of 32.5% versus
the prior year.
Excluding PPE, the estimated
increase in internally generated local currency dental sales was 4.9%.
The 6.3% increase in medical net sales was attributable to an increase of 6.6%
in local currency sales (3.3%
increase in internally generated sales and 3.3% growth from acquisitions)
partially offset by a decrease of 0.3%
related to foreign currency exchange.
Globally, we estimate our medical business recorded sales of approximately
$639 million sales of PPE and COVID-19 test kits for the nine months ended September
24, 2022, a decrease of
approximately 21.4% compared to the prior year.
Excluding PPE and COVID-19 test kits, the estimated increase
in
internally generated local currency medical sales was 12.3%.
The 14.5% increase in technology and value-added services net sales
was attributable to an increase of 15.9% in
local currency sales (8.5% increase in internally generated sales and 7.4%
growth from acquisitions) partially offset
by a decrease of 1.4% related to foreign currency exchange.
During the nine months ended September 24, 2022,
the trend for transactional software sales improved as we increased the number
of users, generating demand for our
sales cycle management solutions, and also from cloud-based solutions that
drive practice efficiency and patient
engagement.
41
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
September 24,
Gross
September 25,
Gross
Increase
2022
Margin %
2021
Margin %
$
%
Health care distribution
$
2,482
28.4
%
$
2,374
27.6
%
$
108
4.6
%
Technology and value-added services
350
65.3
320
68.3
30
9.4
Total
$
2,832
30.5
$
2,694
29.7
$
138
5.1
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.
Additionally, we
realize substantially higher gross margin percentages in our technology and value-added
services segment than in
our health care distribution segment.
 
These higher gross margins result from being both the developer and seller of
software products and services, as well as certain financial services.
 
The software industry typically realizes higher
gross margins to recover investments in research and development.
Within our health care distribution segment, gross profit margins may vary from one period to the next.
 
Changes in
the mix of products sold as well as changes in our customer mix have been
 
the most significant drivers affecting
our gross profit margin.
 
For example, sales of our corporate brand products achieve
 
gross profit margins that are
higher than average total gross profit margins of all products.
 
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 atvolumes.
 
greater frequencies.
Health care distribution gross profit increased $108 million, or 4.6%decreased primarily
due to the increase decrease
in net sales discussed above, partially
discussed above.
In addition, health care distribution gross profit margin benefitted from supplier
rebates due to
increased purchase volumes compared to the comparable prior-year period.
The overall increase in our health care
distribution gross profit was attributable to a $68offset by $11 million increase in gross
profit due to the increase in the gross
margin rates and $57 million additionalof gross profit from acquisitions
partially offset by $17 million decrease in and gross margin expansion, mainly as a result of price
gross profit from internally generated sales.increases and a favorable impact of sales mix of higher-margin products.
Technology and value-added services gross profit increased $30 million, or 9.4%, attributable to an increaseas a result of $23
million ina higher gross profit from internally
generated sales and $15
million additional gross profit of $3 million from acquisitions, as well as an
partially offset by a $8 million decreaseincrease in gross margin rates.
Technology and value-added services gross profitrates
margin decreased to 65.3% from 68.3% primarily due to lower gross marginsthe impact of recently acquired companies
in the
business services sector and our continued investment in product
development and customer service.price increases.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4236
Selling, General and AdministrativeOperating Expenses
Selling,Operating expenses (consisting of selling, general and administrative expenses
expenses; depreciation and amortization; and
restructuring costs) by segment and in
total were as follows:
% of
% of
September 24,April 1,
Respective
September 25,March 26,
Respective
Increase
20222023
Net Sales
20212022
Net Sales
$
%
Health care distribution
 
$
1,903692
21.824.1
%
$
1,816646
21.121.5
%
$
8746
4.87.2
%
Technology and value-added services
 
25499
47.451.6
22783
48.546.4
2716
11.918.7
Total
 
$
2,157791
23.325.8
$
2,043729
22.522.9
$
11462
5.6
Selling, general and administrative expenses (including depreciation and
amortization; and restructuring and
integration costs) increased $114 million, or 5.6%.8.5
The $87 millionnet increase in selling, general and administrativeoperating expenses within
our health care distribution segment
wasis attributable to an increase of $24 million in internally generated operatingthe following:
Restructuring Costs
Operating Costs
Acquisitions
Total
Health care distribution
 
costs, an increase of $56 million of
additional costs from acquired companies,
and an increase of $7 million in restructuring and integration costs.
The
$27 million increase in selling, general and administrative expenses
26
within our technology
$
18
$
2
$
46
Technology and value-added services
segment was attributable to an increase of $15 million in internally generated
operating costs and an increase of $134
million of additional costs from acquired companies,
partially offset by a decrease in restructuring costs of $14
million.8
16
Total
 
As a component of total selling, general$
30
$
22
$
10
$
62
The restructuring costs are primarily related to severance and administrative expenses, sellingemployee-related
 
expenses increased $91 million, orcosts, accelerated amortization of
7.6% to $1,299 million, primarily due to anright-of-use lease assets and fixed assets, and other lease exit costs.
The increase in payroll and payroll related
operating costs and travel and conventionincludes
expenses.
As a percentage of net sales, selling expenses increased to 14.0%
from 13.3%.
As a component of total selling, general and administrative expenses, general
and administrative expenses
increased $23 million, or 2.7% to $858 million, primarily due to an increase
increases in payroll and payroll related costs, and
travel and convention expenses.
As a percentage of net sales, general and administrative expenses
 
increasedand acquisition costs in both of our
reportable segments.
While the U.S. economy has recently experienced inflationary
pressures and strengthening of
the U.S. dollar, their impacts have not been material to our results of operations.
9.3% from 9.2%.
Other Expense, Net
Other expense, net was as follows:
September 24,April 1,
September 25,March 26,
Variance
20222023
20212022
$
%
Interest income
 
$
93
$
52
$
41
90.358.3
%
Interest expense
 
(27)
(20)(14)
(7)
(37.9)(7)
(97.8)
Other, net
 
1
1(1)
-
(20.2)(1)
n/a
Other expense, net
 
$
(17)(12)
$
(14)(5)
$
(3)(7)
(24.1)(119.0)
Interest income increased $4 million and interest expense increased
$7 million primarily due to increased interest rates.
Interest expense increased primarily due to
increased borrowings and increased interest rates.
Income Taxes
For the ninethree months ended September 24, 2022,April 1, 2023 our effective tax rate was 23.5%23.8% compared to
 
24.2%to 24.0% for the prior year
year period.
 
The difference between our effective tax rate and the federal statutory tax rate for the nineprimarily
 
months
ended September 24, 2022 primarily relates to state and
foreign income taxes
and interest expense as well as share-
basedstock-based compensation.
The difference between our effective tax rate and the federal statutory tax rate for the nine
months ended September 25, 2021 was primarily due to state and
foreign income taxes, interest expense and tax
charges and credits associated with legal entity reorganizations.
43
Gain on Sale of Equity Investment
In the third quarter of 2021 we received contingent proceeds of $10 million
from the 2019 sale of Hu-Friedy
resulting in the recognition of an additional after-tax gain of $7
million.
4437
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.
 
Working capital requirements generally result from increased sales, special
inventory forward buy-in opportunities and payment terms for receivables
 
and payables.
 
Historically, sales have
tended to be stronger during the second half of the year and special inventory
 
forward buy-in opportunities have
been most prevalent just before the end of the year, and have caused our working capital requirements
 
to be higher
from the end of the third quarter to the end of the first quarter of
 
the following year.
We finance our business primarily through cash generated from our operations, revolving credit facilities and debt
placements.
 
Please see
 
for further information.
 
Our ability to generate sufficient cash flows from
operations is dependent on the continued demand of our customers
 
for our products and services, and access to
products and services from our suppliers.
Our business requires a substantial investment in working capital, which
 
is susceptible to fluctuations during the
year as a result of inventory purchase patterns and seasonal demands.
 
Inventory purchase activity is a function of
sales activity, special inventory forward buy-in opportunities and our desired level of inventory.
 
We anticipate
future increases in our working capital requirements.
We finance our business to provide adequate funding for at least 12 months.
 
Funding requirements are based on
forecasted profitability and working capital needs, which, on occasion, may
 
change.
 
Consequently, we may change
our funding structure to reflect any new requirements.
We believe that our cash and cash equivalents, our ability to access private debt markets and public equity markets,
and our available funds under existing credit facilities provide us with
 
sufficient liquidity to meet our currently
foreseeable short-term and long-term capital needs.
Net cash provided by operating activities was $348$27 million for the nine
 
three months ended September 24, 2022,
April 1, 2023, compared to
net cash provided by operating activities of $433$93 million for the
comparable prior year period.year.
 
The net
change of $85$66 million was
primarily attributabledue to a relative increase
in working capital, driven by an increase in
other current assets and a decrease in inventories, partially offset by a decreaseoperating income and an unfavorable change in
 
accounts payable.working capital, net of acquisitions.
Net cash used in investing activities was $211$39 million for the ninethree months ended September 24,
 
2022,ended April 1, 2023, compared to $27
$479 million for the comparable prior year period.year.
 
The net change of $268$12 million was primarily attributable to increased payments
for
decreased payments for equity investments and business acquisitions.purchases of fixed assets.
Net cash used inprovided by financing activities was $121$21 million for the nine
 
three months ended September 24, 2022,April 1, 2023, compared to
net cash used in financing activities of $254$62 million for the comparable
prior year period.year.
 
The net change of $133
$83 million was primarily
due to increased net borrowings from debt, and decreasedpartially offset by increased repurchases
 
repurchases of common stock.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4538
The following table summarizes selected measures of liquidity and capital
 
resources:
September 24,April 1,
December 25,31,
2023
2022
2021
Cash and cash equivalents
 
$
123126
$
118117
Working
 
capital
 
(1)
1,8111,780
1,5371,764
Debt:
Bank credit lines
 
$
107236
$
51103
Current maturities of long-term debt
 
455
116
Long-term debt
 
9341,021
8111,040
Total debt
 
$
1,0451,312
$
8731,149
Leases:
Current operating lease liabilities
$
7273
$
7673
Non-current operating lease liabilities
271274
268275
(1)
 
Includes $313$555 million and $138$327 million of certain accounts receivable which serve as security for U.S. trade accounts receivable
securitization at September 24, 2022April 1, 2023 and December 25, 2021,31, 2022, respectively.
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 42.943.4 days as of September 24, 2022April 1, 2023 from
from 42.641.6 days as of September 25, 2021.March 26, 2022.
 
During the ninethree months ended September 24, 2022,April 1, 2023, we wrote
 
off approximately $3
approximately $7 million of fully reserved accounts receivable against our trade receivable
 
trade receivable reserve.
 
Our inventory
turns from
operations decreased to 4.3 as of April 1, 2023 from 4.7 as of September 24, 2022 from 5.1
as of September 25, 2021.March 26, 2022.
 
Our working
capital accounts may
be impacted by current and future economic conditions.
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
 
19approximately 18 years, some of
which may include options to extend the leases for up to ten15 years.
 
As of September 24, 2022,April 1, 2023, our right-of-use assets
assets related to operating leases were $319$280 million and our current and non-current
 
operating lease liabilities were $73
$72 million and $271$274 million, respectively.
Stock Repurchases
On February 8, 2023, our Board of Directors authorized the repurchase
of up to an additional $400 million in shares
of our common stock.
From March 3, 2003 through September 24, 2022,April 1, 2023, we repurchased $4.2$4.6 billion,
 
billion, or 83,598,11988,404,588 shares, under our common
common stock repurchase programs, with $400$415 million available
as of September 24, 2022 April 1, 2023
for future common
stock share
repurchases.
39
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and
 
estimates from those disclosed in Item
7 of our Annual Report on Form 10-K for the year ended December 25, 2021,31, 2022,
 
except accounting policies adopted
as of December 26, 2021,January 1, 2023, which are discussed in
 
of the Notes to the Condensed Consolidated Financial
Statements included under Item 1.
46
Accounting Standards Update
For a discussion of accounting standards updates that have been adopted
 
or will be adopted, see
 
of the Notes
to the Condensed Consolidated Financial Statements included under Item 1.
ITEM 3.
 
QUANTITATIVE
 
AND QUALITATIVE
 
DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk
 
from that disclosed in Item 7A of our Annual
Report on Form 10-K for the year ended December 25, 2021.31, 2022.
ITEM 4.
 
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
 
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this quarterly report
 
as such term is defined in Rules 13a-15(e)
and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
 
amended (the “Exchange Act”).
 
Based
on this evaluation, our management, including our principal executive
officer and principal
financial officer,
concluded that our disclosure controls and procedures were effective as of September 24,April 1,
 
2022,2023, to ensure that all material
material information required to be disclosed by us in reports that we file or submit
 
or submit under the Exchange Act is accumulated
accumulated and communicated to them as appropriate to allow timely decisions
 
decisions regarding required disclosure and
that all such
information is recorded, processed, summarized and reported within the
 
within the time periods specified in the
SEC’s rules
and forms.
Changes in Internal Control over Financial Reporting
The combination of acquisitions, continued acquisition integrations and systems implementation
 
implementation activity
undertaken during the
quarter ended April 1, 2023 and carried over from prior quarters when considered
 
in the aggregate, representsdoes not
represent a
material change in our internal control over financial reporting.
During the quarter ended September 24, 2022, we completed the acquisition
of dental businesses in North America
and Europe.
Also, post-acquisition integration related activities continued
for our dental and medical businesses
acquired during prior quarters.
These acquisitions, the majority of which utilize separate
information and financial
accounting systems, have been included in our condensed consolidated
financial statements since their respective
dates of acquisition.
In addition, we completed systems implementation activities
in North America related to a
new ERP system for a dental business as well as the integration of a
dental business onto an existing ERP system.
All acquisitions, continued acquisition integrations and systems implementation
activity involve necessary and
appropriate change-management controls that are considered in our quarterly
assessment of the design and
operating effectiveness of our internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only
 
only reasonable, not absolute, assurance
that the objectives of the internal control system are met.
 
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
 
all control issues, if any, within a company
have been detected.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4740
PART
 
II.
 
OTHER INFORMATION
 
ITEM 1.
 
LEGAL PROCEEDINGS
 
For a discussion of Legal Proceedings, see
 
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
ITEM 1A. RISK FACTORS
 
There have been no material changes from the risk factors disclosed in
 
Part
1, Item 1A, of our Annual Report on
Form 10-K for the year ended December 25, 2021.31, 2022.
ITEM 2.
 
UNREGISTERED SALES OF EQUITY SECURITIES
 
AND USE OF PROCEEDS
Purchases of equity securities by the issuer
Our share repurchase program, announced on March 3, 2003, originally
, originally allowed us to repurchase up to two million
shares pre-stock splits (eight million shares post-stock splits) of our common
 
stock, which represented
approximately 2.3% of the shares outstanding at the commencement of
 
the program.
 
Subsequent additional
increases totaling $4.5 $4.9
billion, authorized by our Board of Directors,
to the repurchase program
provide for a total
of $4.6$5.0 billion (including $400 million authorized on February 8, 2023) of shares
of our common stock to be
repurchased under this
program.
On August 17, 2022, our Board of Directors authorized the repurchase
of up to an additional $400 million in shares
of our common stock.
As of September 24, 2022,April 1, 2023, we had repurchased approximately $4.2$4.6 billion of
 
of common stock (83,598,119(88,404,588 shares) under
under these initiatives, with $400$415 million available for future common stock
 
stock share repurchases.
The following table summarizes repurchases of our common stock
 
under our stock repurchase program during the
fiscal quarter ended September 24, 2022.April 1, 2023.
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)
6/26/20221/1/2023 through 7/30/20222/4/2023
745,762460,536
$
76.7181.74
745,762460,536
421,8395,502,001
8/1/20222/5/2023 through 8/27/20223/4/2023
437,967457,763
75.9384.11
437,967457,763
5,450,3345,562,090
8/28/20223/5/2023 through 9/24/20224/1/2023
-305,620
-78.03
-305,620
5,940,0065,089,528
1,183,7291,223,919
1,183,7291,223,919
(1)
 
All repurchases were executed in the open market under our existing publicly announced authorized program.
(2)
 
The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the
closing price of our common stock at that time.
 
This table excludes shares withheld from employees to satisfy minimum tax withholding
requirements for equity-based transactions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4841
ITEM 6.
 
EXHIBITS
101.INS
Inline XBRL Instance Document - the instance document does not appear
 
in the
Interactive Data File because its XBRL tags are embedded within the
 
Inline
XBRL document+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
104
The cover page of Henry Schein, Inc.’s Quarterly Report on Form 10-Q for the
quarter ended September 24, 2022,April 1, 2023, formatted in Inline XBRL (included within
 
withinExhibit
Exhibit 101 attachments).+
+ Filed or furnished herewith.
 
4942
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant
 
Registrant has duly caused this Report to
be signed on its behalf by the undersigned thereunto duly authorized.
Henry Schein, Inc.
(Registrant)
By: /s/ Ronald N. South
Ronald N. South
Senior Vice President and
Chief Financial Officer
(Authorized Signatory and Principal Financial
and Accounting Officer)
Dated: November 1, 2022May 9, 2023