Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001000228 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-30 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity Registrant Name | HENRY SCHEIN, INC. | |
Entity File Number | 0-27078 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3136595 | |
Entity Address, Address Line One | 135 Duryea Road | |
Entity Address, City or Town | Melville | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11747 | |
City Area Code | 631 | |
Local Phone Number | 843-5500 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | HSIC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 129,938,341 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 166 | $ 117 |
Accounts receivable, net of allowance for credit losses of $72 and $65 | 1,573 | 1,442 |
Inventories, net | 1,833 | 1,963 |
Prepaid expenses and other | 541 | 466 |
Total current assets | 4,113 | 3,988 |
Property and equipment, net | 474 | 383 |
Operating lease right-of-use assets | 323 | 284 |
Goodwill | 3,595 | 2,893 |
Other intangibles, net | 834 | 587 |
Investments and other | 471 | 472 |
Total assets | 9,810 | 8,607 |
Current liabilities: | ||
Accounts payable | 953 | 1,004 |
Bank credit lines | 12 | 103 |
Current maturities of long-term debt | 72 | 6 |
Operating lease liabilities | 74 | 73 |
Accrued expenses: | ||
Payroll and related | 274 | 314 |
Taxes | 137 | 132 |
Other | 571 | 592 |
Total current liabilities | 2,093 | 2,224 |
Long-term debt | 1,815 | 1,040 |
Deferred income taxes | 91 | 36 |
Operating lease liabilities | 314 | 275 |
Other liabilities | 396 | 361 |
Total liabilities | 4,709 | 3,936 |
Redeemable noncontrolling interests | 821 | 576 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $0.01 par value, 480,000,000 shares authorized,129,935,883 outstanding on September 30, 2023 and 131,792,817 outstanding on December 31, 2022 | 1 | 1 |
Additional paid-in capital | 0 | 0 |
Retained earnings | 3,897 | 3,678 |
Accumulated other comprehensive loss | (247) | (233) |
Total Henry Schein, Inc. stockholders' equity | 3,651 | 3,446 |
Noncontrolling interests | 629 | 649 |
Total stockholders' equity | 4,280 | 4,095 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | $ 9,810 | $ 8,607 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accounts receivable, allowances for credit losses (in dollars) | $ 72 | $ 65 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 480,000,000 | 480,000,000 |
Common stock, shares outstanding (in shares) | 129,935,883 | 131,792,817 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME [Abstract] | ||||
Net sales | $ 3,162 | $ 3,067 | $ 9,322 | $ 9,276 |
Cost of sales | 2,167 | 2,153 | 6,386 | 6,444 |
Gross profit | 995 | 914 | 2,936 | 2,832 |
Operating expenses: | ||||
Selling, general and administrative | 725 | 648 | 2,149 | 2,010 |
Depreciation and amortization | 59 | 45 | 152 | 137 |
Restructuring and integration costs | 11 | 10 | 59 | 10 |
Operating income | 200 | 211 | 576 | 675 |
Other income (expense): | ||||
Interest income | 6 | 1 | 12 | 5 |
Interest expense | (25) | (8) | (58) | (23) |
Other, net | (2) | 1 | (2) | 1 |
Income before taxes, equity in earnings of affiliates and noncontrolling interests | 179 | 205 | 528 | 658 |
Income taxes | (39) | (46) | (119) | (155) |
Equity in earnings of affiliates | 3 | 3 | 10 | 12 |
Net income | 143 | 162 | 419 | 515 |
Less: Net income attributable to noncontrolling interests | (6) | (12) | (21) | (24) |
Net income attributable to Henry Schein, Inc. | $ 137 | $ 150 | $ 398 | $ 491 |
Earnings per share attributable to Henry Schein, Inc.: | ||||
Basic (in dollars per share) | $ 1.06 | $ 1.10 | $ 3.04 | $ 3.59 |
Diluted (in dollars per share) | $ 1.05 | $ 1.09 | $ 3.02 | $ 3.55 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 130,388,353 | 135,608,678 | 130,888,717 | 136,731,413 |
Diluted (in shares) | 131,442,135 | 137,084,049 | 132,149,172 | 138,488,254 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
Net income | $ 143 | $ 162 | $ 419 | $ 515 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation loss | (45) | (89) | (17) | (176) |
Unrealized gain from foreign currency hedging activities | 6 | 11 | 2 | 20 |
Pension adjustment gain | 0 | 1 | 0 | 1 |
Other comprehensive loss, net of tax | (39) | (77) | (15) | (155) |
Comprehensive income | 104 | 85 | 404 | 360 |
Less: Comprehensive income attributable to noncontrolling interests: | ||||
Net income | (6) | (12) | (21) | (24) |
Foreign currency translation loss | 2 | 6 | 1 | 14 |
Comprehensive income attributable to noncontrolling interests | (4) | (6) | (20) | (10) |
Comprehensive income attributable to Henry Schein, Inc. | $ 100 | $ 79 | $ 384 | $ 350 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock $.01 Par Value [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interests [Member] |
Beginning Balance at Dec. 25, 2021 | $ 4,063 | $ 1 | $ 0 | $ 3,595 | $ (171) | $ 638 |
Beginning Balance, shares (in shares) at Dec. 25, 2021 | 137,145,558 | |||||
Net income (excluding amounts attributable to redeemable noncontrolling interests) | 496 | 491 | 5 | |||
Foreign currency translation loss (excluding loss amounts attributable to redeemable noncontrolling interests) | (163) | (162) | (1) | |||
Unrealized gain from foreign currency hedging activities, net of tax | 20 | 20 | ||||
Pension adjustment gain, net of tax | 1 | 1 | ||||
Dividends declared | (1) | (1) | ||||
Purchase of noncontrolling interests | (7) | (7) | ||||
Change in fair value of redeemable securities | 18 | 18 | ||||
Repurchases and retirement of common stock - Value | (200) | (28) | (172) | |||
Repurchases and retirement of common stock - Shares | (2,529,126) | |||||
Stock-based compensation expense - Value | 44 | 44 | ||||
Stock-based compensation expense - Shares | 958,539 | |||||
Stock issued upon exercise of stock options - Value | 2 | 2 | ||||
Stock issued upon exercise of stock options - Shares | 30,424 | |||||
Shares withheld for payroll taxes - Value | (30) | (30) | ||||
Shares withheld for payroll taxes - Shares | (343,541) | |||||
Settlement of stock-based compensation awards - Value | 2 | 2 | ||||
Settlement of stock-based compensation awards - Shares | (2,967) | |||||
Transfer of charges in excess of capital | (8) | 8 | ||||
Ending Balance at Sep. 24, 2022 | 4,245 | $ 1 | 0 | 3,922 | (312) | 634 |
Ending Balance, shares (in shares) at Sep. 24, 2022 | 135,258,887 | |||||
Beginning Balance at Jun. 25, 2022 | 4,227 | $ 1 | 0 | 3,834 | (241) | 633 |
Beginning Balance, shares (in shares) at Jun. 25, 2022 | 136,439,560 | |||||
Net income (excluding amounts attributable to redeemable noncontrolling interests) | 152 | 150 | 2 | |||
Foreign currency translation loss (excluding loss amounts attributable to redeemable noncontrolling interests) | (83) | (83) | ||||
Unrealized gain from foreign currency hedging activities, net of tax | 11 | 11 | ||||
Pension adjustment gain, net of tax | 1 | 1 | ||||
Dividends declared | (1) | (1) | ||||
Change in fair value of redeemable securities | 11 | 11 | ||||
Repurchases and retirement of common stock - Value | (90) | (12) | (78) | |||
Repurchases and retirement of common stock - Shares | (1,183,729) | |||||
Stock-based compensation expense - Value | 17 | 17 | ||||
Stock-based compensation expense - Shares | 3,640 | |||||
Stock issued upon exercise of stock options - Shares | 597 | |||||
Shares withheld for payroll taxes - Value | (1) | (1) | ||||
Shares withheld for payroll taxes - Shares | (1,194) | |||||
Settlement of stock-based compensation awards - Value | 1 | 1 | ||||
Settlement of stock-based compensation awards - Shares | 13 | |||||
Transfer of charges in excess of capital | (16) | 16 | ||||
Ending Balance at Sep. 24, 2022 | 4,245 | $ 1 | 0 | 3,922 | (312) | 634 |
Ending Balance, shares (in shares) at Sep. 24, 2022 | 135,258,887 | |||||
Beginning Balance at Dec. 31, 2022 | $ 4,095 | $ 1 | 0 | 3,678 | (233) | 649 |
Beginning Balance, shares (in shares) at Dec. 31, 2022 | 131,792,817 | 131,792,817 | ||||
Net income (excluding amounts attributable to redeemable noncontrolling interests) | $ 408 | 398 | 10 | |||
Foreign currency translation loss (excluding loss amounts attributable to redeemable noncontrolling interests) | (16) | (16) | ||||
Unrealized gain from foreign currency hedging activities, net of tax | 2 | 2 | ||||
Pension adjustment gain, net of tax | 0 | |||||
Dividends declared | (28) | (28) | ||||
Change in fair value of redeemable securities | 14 | 14 | ||||
Initial noncontrolling interests and adjustments related to business acquisitions | (2) | 0 | (2) | |||
Repurchases and retirement of common stock - Value | (201) | (26) | (175) | |||
Repurchases and retirement of common stock - Shares | (2,521,695) | |||||
Stock-based compensation expense - Value | 38 | 38 | ||||
Stock-based compensation expense - Shares | 1,060,883 | |||||
Stock issued upon exercise of stock options - Value | $ 1 | 1 | ||||
Stock issued upon exercise of stock options - Shares | 21,204 | 19,744 | ||||
Shares withheld for payroll taxes - Value | $ (32) | (32) | ||||
Shares withheld for payroll taxes - Shares | (415,048) | |||||
Settlement of stock-based compensation awards - Value | 1 | 1 | ||||
Settlement of stock-based compensation awards - Shares | (818) | |||||
Transfer of charges in excess of capital | 4 | (4) | ||||
Ending Balance at Sep. 30, 2023 | $ 4,280 | $ 1 | 0 | 3,897 | (247) | 629 |
Ending Balance, shares (in shares) at Sep. 30, 2023 | 129,935,883 | 129,935,883 | ||||
Beginning Balance at Jul. 01, 2023 | $ 4,186 | $ 1 | 0 | 3,769 | (210) | 626 |
Beginning Balance, shares (in shares) at Jul. 01, 2023 | 130,576,806 | |||||
Net income (excluding amounts attributable to redeemable noncontrolling interests) | 141 | 137 | 4 | |||
Foreign currency translation loss (excluding loss amounts attributable to redeemable noncontrolling interests) | (43) | (43) | ||||
Unrealized gain from foreign currency hedging activities, net of tax | 6 | 6 | ||||
Pension adjustment gain, net of tax | 0 | |||||
Dividends declared | (1) | (1) | ||||
Change in fair value of redeemable securities | 28 | 28 | ||||
Initial noncontrolling interests and adjustments related to business acquisitions | (1) | (1) | 0 | |||
Repurchases and retirement of common stock - Value | (50) | (6) | (44) | |||
Repurchases and retirement of common stock - Shares | (659,681) | |||||
Stock-based compensation expense - Value | 14 | 14 | ||||
Stock-based compensation expense - Shares | 23,985 | |||||
Stock issued upon exercise of stock options - Shares | 3,884 | |||||
Shares withheld for payroll taxes - Value | 0 | 0 | ||||
Shares withheld for payroll taxes - Shares | (9,183) | |||||
Settlement of stock-based compensation awards - Value | 0 | 0 | ||||
Settlement of stock-based compensation awards - Shares | 72 | |||||
Transfer of charges in excess of capital | (35) | 35 | ||||
Ending Balance at Sep. 30, 2023 | $ 4,280 | $ 1 | $ 0 | $ 3,897 | $ (247) | $ 629 |
Ending Balance, shares (in shares) at Sep. 30, 2023 | 129,935,883 | 129,935,883 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Net income attributable to redeemable noncontrolling interests | $ 2 | $ 10 | $ 11 | $ 19 | $ 21 |
Foreign currency translation gain (loss) attributable to redeemable noncontrolling interests | (2) | (6) | (1) | (13) | $ (6) |
Unrealized gain (loss) from foreign currency hedging activities, tax (benefit) | 3 | 4 | 1 | 7 | |
Pension adjustment gain, tax | $ 0 | $ 1 | $ 0 | $ 1 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 419 | $ 515 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 180 | 160 |
Non-cash restructuring charges | 13 | 0 |
Stock-based compensation expense | 38 | 44 |
Provision for losses on trade and other accounts receivable | 7 | 2 |
Benefit from deferred income taxes | (4) | (20) |
Equity in earnings of affiliates | (10) | (12) |
Distributions from equity affiliates | 12 | 12 |
Changes in unrecognized tax benefits | 5 | 1 |
Other | (11) | (25) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (72) | (93) |
Inventories | 180 | (9) |
Other current assets | (55) | (96) |
Accounts payable and accrued expenses | (170) | (131) |
Net cash provided by operating activities | 532 | 348 |
Cash flows from investing activities: | ||
Purchases of fixed assets | (108) | (67) |
Payments related to equity investments and business acquisitions, net of cash acquired | (668) | (127) |
Proceeds from loan to affiliate | 4 | 9 |
Other | (36) | (26) |
Net cash used in investing activities | (808) | (211) |
Cash flows from financing activities: | ||
Net change in bank borrowings | (98) | 51 |
Proceeds from issuance of long-term debt | 1,158 | 165 |
Principal payments for long-term debt | (457) | (58) |
Debt issuance costs | (3) | 0 |
Proceeds from issuance of stock upon exercise of stock options | 1 | 2 |
Payments for repurchases and retirement of common stock | (200) | (200) |
Payments for taxes related to shares withheld for employee taxes | (34) | (30) |
Distributions to noncontrolling shareholders | (41) | (18) |
Acquisitions of noncontrolling interests in subsidiaries | (19) | (33) |
Net cash provided by (used in) financing activities | 307 | (121) |
Effect of exchange rate changes on cash and cash equivalents | 18 | (11) |
Net change in cash and cash equivalents | 49 | 5 |
Cash and cash equivalents, beginning of period | 117 | 118 |
Cash and cash equivalents, end of period | $ 166 | $ 123 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation Our condensed consolidated financial statements include the accounts of Henry controlled subsidiaries (“we”, “us” or “our”). consolidation. financial decisions are accounted for under the equity method. to conform to the current period presentation. have a material impact on our condensed consolidated financial condition, Our accompanying unaudited condensed consolidated financial statements accounting principles generally accepted in the United States with the instructions to Form 10-Q and Article 10 of Regulation S-X. information and footnote disclosures required by U.S. GAAP for complete The unaudited interim condensed consolidated financial statements should be consolidated financial statements and notes to the consolidated financial on Form 10-K for the year ended December 31, 2022 and with the information available filings with the Securities and Exchange Commission. reflect all adjustments considered necessary for a fair presentation of financial position for the interim periods presented. The preparation of financial statements in conformity with accounting principles States requires us to make estimates and assumptions that affect the reported amounts of disclosure of contingent assets and liabilities at the date of the financial revenues and expenses during the reporting period. operations for the three and nine months ended September 30, 2023 be expected for any other interim period or for the year ending December 30, 2023. Our condensed consolidated financial statements reflect estimates and assumptions other things, our goodwill, long-lived asset and definite-lived intangible investment valuation; assessment of the annual effective tax rate; valuation of tax contingencies; the allowance for doubtful accounts; hedging activity; compensation cost for certain share-based performance awards and cash bonus assumptions. We consolidate the results of operations and financial position of a trade accounts receivable securitization which we consider a Variable Interest Entity (“VIE”) because we are the primary beneficiary, and we have the power to direct activities that most significantly affect the economic performance and have majority of the losses or benefits. collateral to the related debt. September 30, 2023 and December 31, 2022, certain trade accounts receivable obligations of this VIE were $ 0 327 creditors have recourse to us were $ 0 255 |
Critical Accounting Policies, A
Critical Accounting Policies, Accounting Standard Adopted, and Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2023 | |
Critical Accounting Policies, Accounting Standard Adopted, and Recently Issued Accounting Standards [Abstract] | |
Critical Accounting Policies, Accounting Standard Adopted, and Recently Issued Accounting Standards | Note 2 – Critical Accounting Policies, Accounting Standard Adopted, Standards Critical Accounting Policies There have been no material changes in our critical accounting policies 30, 2023, as compared to the critical accounting policies described in Item 7 for the year ended December 31, 2022. Accounting Standard Adopted During the quarter ended September 30, 2023, we adopted Accounting Reference Rate Reform (Topic 848). consolidated financial statements. Recently Issued Accounting Standards In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities – Supplier Finance Programs (Subtopic Program Obligations,” which will increase transparency of supplier finance such programs in connection with the purchase of goods and services to disclose information about such programs. including interim periods within those fiscal years, except for amended for fiscal years beginning after December 15, 2023. have a material impact on our condensed consolidated financial statements. |
Net Sales from Contracts with C
Net Sales from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Net Sales from Contracts with Customers [Abstract] | |
Net sales from Contracts with Customers | Note 3 – Net Sales from Contracts with Customers Net sales are recognized in accordance with policies disclosed in Item the year ended December 31, 2022. Disaggregation of Net Sales The following table disaggregates our net sales by reportable segment and geographic Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,134 $ 748 $ 1,882 $ 3,447 $ 2,290 $ 5,737 Medical 1,044 26 1,070 2,920 71 2,991 Total health care distribution 2,178 774 2,952 6,367 2,361 8,728 Technology 185 25 210 519 75 594 Total net sales $ 2,363 $ 799 $ 3,162 $ 6,886 $ 2,436 $ 9,322 Three Months Ended Nine Months Ended September 24, 2022 September 24, 2022 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,131 $ 654 $ 1,785 $ 3,360 $ 2,106 $ 5,466 Medical 1,088 18 1,106 3,215 59 3,274 Total health care distribution 2,219 672 2,891 6,575 2,165 8,740 Technology 155 21 176 469 67 536 Total net sales $ 2,374 $ 693 $ 3,067 $ 7,044 $ 2,232 $ 9,276 Deferred Revenue At September 30, 2023, the current and non-current portion of contract 86 9 respectively. 70 amount that was previously deferred at December 31, 2022. liabilities of $ 86 8 liabilities was reported in other liabilities. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 30, 2023 | |
Segment Data [Abstract] | |
Segment Data | Note 4 Segment Data We conduct our business through two value-added services. dental businesses serve office-based dental practitioners, dental laboratories, schools, government institutions. medical technicians, dialysis centers, home health, federal and state governments group practices and integrated delivery networks, among other providers dental and medical groups serve practitioners in 33 The health care distribution reportable segment aggregates our global dental segment distributes consumable products, dental specialty products, small equipment, equipment repair services, branded and generic pharmaceuticals, tests, infection-control products, personal protective equipment (“PPE”) Our global technology and value-added services reportable segment provides added services to health care practitioners. systems for dental and medical practitioners. education, revenue cycle management and financial services on a non-recourse technology, network and hardware services, as well as continuing education services for practitioners. The following tables present information about our reportable and operating Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Net Sales: Health care distribution (1) Dental $ 1,882 $ 1,785 $ 5,737 $ 5,466 Medical 1,070 1,106 2,991 3,274 Total health care distribution 2,952 2,891 8,728 8,740 Technology (2) 210 176 594 536 Total $ 3,162 $ 3,067 $ 9,322 $ 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 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. Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Operating Income: Health care distribution $ 160 $ 179 $ 471 $ 579 Technology 40 32 105 96 Total $ 200 $ 211 $ 576 $ 675 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisitions [Abstract] | |
Business Acquisitions | Note 5 Business Acquisitions Our acquisition strategy is focused on investments in companies that our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we have already invested in businesses), and finally, those that enable us to access new products and technologies. connection with our business acquisitions, the major classes of assets acquisition consideration to, excluding goodwill, include identifiable and lists, trademarks and trade names, product development and receivable. derived from analysis of market conditions, including discount rates, based on historical trends and assessment of financial projections), estimated flows. While we use our best estimates and assumptions to accurately value acquisition date as well as contingent consideration, where applicable, subject to refinement. we may record adjustments to the assets acquired and liabilities assumed within our condensed consolidated balance sheets. the values of such assets acquired or liabilities assumed, whichever recognized in our condensed consolidated statements of operations. During the nine months ended September 30, 2023 we completed accounting in the year ended December 31, 2022. our condensed consolidated financial statements relating to changes in estimated liabilities assumed and contingent consideration assets and liabilities. Acquisition of S.I.N. Implant System On July 5, 2023 we acquired a 100 % voting equity interest in S.I.N. Implant System (“S.I.N.”), one of Brazil’s leading manufacturers of dental implants. extensive line of products to perform dental implant procedures and value-priced dental implants. other international markets. The following table aggregates paid and net assets acquired in the S.I.N.: 2023 Acquisition consideration: Cash $ 326 Total consideration $ 326 Identifiable assets acquired and liabilities assumed: Current assets $ 75 Intangible assets 155 Other noncurrent assets 33 Current liabilities (33) Long-term debt (22) Deferred income taxes (55) Other noncurrent liabilities (27) Total identifiable 126 Goodwill 200 Total net assets acquired $ 326 Goodwill is a result of expected synergies that are expected to originate from the growth potential of S.I.N. The following table summarizes the preliminary identifiable intangible assets S.I.N.: 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 78 10 Trademarks/ Tradenames 9 5 Non-compete agreements 1 5 Product development 38 7 Other 29 5 Total $ 155 The accounting for the acquisition of S.I.N. has not been completed pending assessments of accounts receivable, inventory, intangible assets, right-of-use lease assets, accrued liabilities and income and non-income based taxes. engaged valuation specialists to determine the fair value of intangible and assumed. We will finalize the amounts recognized as the information necessary obtained. date. during the three and nine months ended September 30, 2023 was immaterial financial statements. Acquisition of Biotech Dental On April 5, 2023, we acquired a 57 % voting equity interest in Biotech Dental (“Biotech Dental”), which provider of dental implants, clear aligners, individualized prosthetics, in France. comprehensive, integrated suite of planning and diagnostic software medical devices to create a digital view of the patient, offering greater diagnostic experience. management software solutions will help customers streamline their the ultimate benefit of patients. The following table aggregates paid and net assets acquired in the Biotech Dental acquisition: 2023 Acquisition consideration: Cash $ 216 Fair value of contributed equity share in a controlled subsidiary 25 Redeemable noncontrolling interests 182 Total consideration $ 423 Identifiable assets acquired and liabilities assumed: Current assets $ 80 Intangible assets 119 Other noncurrent assets 76 Current liabilities (51) Long-term debt (84) Deferred income taxes (38) Other noncurrent liabilities (22) Total identifiable 80 Goodwill 343 Total net assets acquired $ 423 Goodwill is a result of expected synergies that are expected to originate from the growth potential of Biotech Dental. 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 60 10 Trademarks/ Tradenames 14 5 Non-compete agreements 1 5 Other 44 5 Total $ 119 The accounting for the acquisition of Biotech Dental has limited to pending assessments of accounts receivable, inventory, intangible assets, right-of-use lease assets, accrued liabilities and income and non-income based taxes. consideration, we engaged valuation specialists to determine the fair value acquired and liabilities assumed. the analysis is obtained. acquisition date. Dental acquisition during the three and nine months ended September consolidated financial statements. Other 2023 Acquisitions During the nine months ended September 30, 2023, we acquired companies technology and value-added services segments. 51 % to 100 %. The following table aggregates paid and net assets acquired for these acquisitions during the nine 2023 Acquisition consideration: Cash $ 167 Deferred consideration 4 Estimated fair value of contingent consideration payable 6 Fair value of previously held equity method investment 29 Redeemable noncontrolling interests 77 Total consideration $ 283 Identifiable assets acquired and liabilities assumed: Current assets $ 32 Intangible assets 117 Other noncurrent assets 18 Current liabilities (23) Deferred income taxes (13) Long-term debt (8) Other noncurrent liabilities (10) Total identifiable 113 Goodwill 170 Total net assets acquired $ 283 Goodwill is a result of the expected synergies and cross-selling opportunities that provide for us, as well as the expected growth potential. for tax purposes. In connection with an acquisition of a controlling interest of an 18 million related to the remeasurement to fair value of our previously held flow model based on Level 3 inputs, as defined in The following table summarizes the preliminary identifiable intangible assets ended September 30, 2023 and their estimated useful lives as of the date 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 76 2 - 12 Trademarks/ Tradenames 9 5 - 10 Non-compete agreements 2 5 Product development 7 7 Patents 1 10 Other 22 5 Total $ 117 The pro forma financial information has not been presented because the and nine months ended September 30, 2023 was immaterial to our condensed Acquisition Costs During the nine months ended September 30, 2023 and September 24, 2022 18 6 million, respectively, in acquisition costs, which are included in “selling, general and administrative” within our condensed consolidated statements of income. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 6 – Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or transaction between market participants at the measurement date. (1) market participant assumptions developed based on market data obtained inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the in active markets for identical assets or liabilities (Level 1) and the lowest priority The three levels of the fair value hierarchy are described as follows: • measurement date. • either directly or indirectly. quoted prices for identical or similar assets or liabilities in markets prices that are observable for the asset or liability; and inputs that are observable market data by correlation or other means. • The following section describes the fair values of our financial instruments measure their fair values. Investments and notes receivable There are no quoted market prices available for investments in unconsolidated Certain of our notes receivable contain variable interest rates. estimate of fair value based on the interest rates in the applicable Debt The fair value of our debt (including bank credit lines, current maturities classified as Level 3 within the fair value hierarchy, and as of September 30, 2023 and December 31, 2022 was estimated at $ 1,899 1,149 value of our debt include market conditions, such as interest rates and credit Derivative contracts Derivative contracts are valued using quoted market prices and derivative instruments to minimize our exposure to fluctuations in foreign instruments primarily include foreign currency forward agreements related forecasted inventory purchase commitments with foreign suppliers, portion of our euro-denominated foreign operations which are designated floating interest rate to a fixed interest rate on our $ 750 , and a total return swap for the purpose of economically hedging our supplemental executive retirement plan (the “SERP”) and our deferred compensation The fair values for the majority of our foreign currency derivative contracts rate to a published forward price of the underlying market rates, which transactions and are classified within Level 2 of the fair value hierarchy. Total The fair value for the total return swap is measured by valuing using market-on-close pricing by industry providers as of the valuation fair value hierarchy. Redeemable noncontrolling interests The values for redeemable noncontrolling interests are classified within based on recent transactions and/or implied multiples of earnings. The following table presents our assets and liabilities that are measured and basis classified under the appropriate level of the fair value hierarchy as of 2022: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 30 $ - $ 30 Derivative contracts undesignated - 1 - 1 Total assets $ - $ 31 $ - $ 31 Liabilities: Derivative contracts designated as hedges $ - $ 2 $ - $ 2 Derivative contracts undesignated - 1 - 1 Total return - 4 - 4 Total liabilities $ - $ 7 $ - $ 7 Redeemable noncontrolling interests $ - $ - $ 821 $ 821 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 - 3 - 3 Total liabilities $ - $ 7 $ - $ 7 Redeemable noncontrolling interests $ - $ - $ 576 $ 576 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2023 | |
Derivatives and Hedging Activities [Abstract] | |
Derivatives and Hedging Activities | Note 7 – Derivatives and Hedging Activities We are exposed to market risks as well as changes in foreign currency exchange rates as measured against the U.S. dollar and changes to the credit risk of the derivative counterparties. primarily using interest rate swaps, foreign currency forward contracts limits. risks. markets and availability of hedging instruments and liquidity of the credit foreign currency forward contracts that we enter into are components of the sole purpose of hedging an existing or anticipated interest rate contracts for speculative purposes and we manage our credit risks by diversifying strong balance sheet and having multiple sources of capital. During 2019 we entered into foreign currency forward contracts foreign operations which are designated as net investment hedges. in the U.S. dollar value of our investment in certain euro-functional currency exchange rates. comprehensive loss within our condensed consolidated balance sheets. hedge effectiveness are included in interest expense within our condensed consolidated aggregate notional value of this net investment hedge, which November 16, 2023 , is approximately € 200 increase of $ 4 15 currency forward contracts. recorded an increase of $ 1 26 these foreign currency forward contracts. On March 20, 2020 , we entered into a total return swap for the purpose of economically qualified SERP and our DCP. notional value of the investments in these plans was $ 43 investments in these plans was $ 86 based on the Secured Overnight Financing Rate (“SOFR”) of 5.31 % plus 0.52 %, for a combined rate of 5.83 %. the three months ended September 30, 2023 and September 24, 2022, we have general and administrative in our condensed consolidated statement of 7 2 million, respectively, net of transaction costs, related to this undesignated swap. September 30, 2023 and September 24, 2022, our condensed consolidated statement of income, of approximately $ 1 8 transaction costs, related to this undesignated swap. On July 11, 2023, we entered into interest rate swap agreements to hedge the cash flow of our variable 750 million floating debt term loan facility, with three years our obligation to a fixed rate. payments based on the one-month Term SOFR rate and pay interest at a fixed rate. notional value of the interest rate swap agreements was $ 745 September 30, 2023, we recorded, within accumulated other comprehensive balance sheets, a gain of $ 4 since we have designated these swaps agreements as cash flow hedges. Fluctuations in the value of certain foreign currencies as compared affect our revenues, gross margins, operating expenses and retained earnings, all of which are expressed dollars. contracts aimed at limiting the impact of foreign currency exchange short-term (i.e., generally 18 months or less) foreign currency forward contracts exchange risks associated with intercompany loans due from our international merchandise purchases to our foreign suppliers. U.S. dollars, as we regard this as an accounting exposure, not an hedging activities are recorded in prepaid expenses and other and/or accrued consolidated balance sheets. consolidated financial statements. required by ASC 815 have been omitted. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt [Abstract] | |
Debt | Note 8 – Debt Bank Credit Lines Bank credit lines consisted of the following: September 30, December 31, 2023 2022 Revolving credit agreement $ - $ - Other short-term bank credit lines 12 103 Total $ 12 $ 103 Revolving Credit Agreement On August 20, 2021 , we entered into a $ 1.0 which was scheduled to mature on August 20, 2026 . July 11, 2023 , we amended and restated the Revolving Credit Agreement to, among other things, extend the maturity date July 11, 2028 provisions to reflect the current market approach for a multicurrency credit facility is based on Term Secured Overnight Financing Rate (“Term SOFR”) plus a spread based on our leverage ratio at the end of each financial reporting quarter. other things, that we maintain certain maximum leverage ratios. contains customary representations, warranties and affirmative covenants as well subject to negotiated exceptions, on liens, indebtedness, significant corporate dispositions and certain restrictive agreements. 0 million and $ 0 and December 31, 2022, there were $ 9 9 parties under this credit facility. Other Short-Term Bank Credit As of September 30, 2023 and December 31, 2022, we had various other various currencies, with a maximum borrowing capacity of $ 366 402 September 30, 2023 and December 31, 2022, $ 12 103 September 30, 2023 and December 31, 2022, borrowings under all interest rate of 4.34 % and 10.11 %, respectively. Long-term debt Long-term debt consisted of the following: September 30, December 31, 2023 2022 Private placement facilities $ 1,074 $ 699 U.S. trade accounts receivable securitization - 330 Term loan 745 - Various in varying installments through 2023 at interest rates ranging from 0.00 % to 9.42 % at September 30, 2023 and ranging from 0.00 % to 3.50 % at December 31, 2022 58 7 Finance lease obligations 10 10 Total 1,887 1,046 Less current maturities (72) (6) Total long-term debt $ 1,815 $ 1,040 Private Placement Facilities Our private placement facilities include four 1.5 are available on an uncommitted basis at fixed rate economic time to time through October 20, 2026 . fixed rate based on an agreed upon spread over applicable treasury notes possible issuance will be selected by us and can range from five 15 years 12 years ). working capital and capital expenditures, to refinance existing indebtedness, The agreements provide, among other things, that we maintain restrictions relating to subsidiary indebtedness, liens, affiliate transactions, disposal ownership. applicable due dates. The components of our private placement facility borrowings, which 3.65 %, as of September 30, 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 May 4, 2023 75 4.79 May 4, 2028 May 4, 2023 75 4.84 May 4, 2030 May 4, 2023 75 4.96 May 4, 2033 May 4, 2023 150 4.94 May 4, 2033 Less: Deferred debt issuance costs (1) Total $ 1,074 U.S. Trade Accounts Receivable Securitization We have a facility agreement based on the securitization of our U.S. trade accounts receivable that is structured as an asset-backed securitization program with pricing committed for up three years . purchase limit of $ 450 two December 15, 2025 . As of September 30, 2023 and December 31, 2022, the borrowings were $ 0 330 facility was based on the asset-backed commercial paper rate of 5.59 % plus 0.75 %, for a combined rate of 6.34 %. commercial paper rate of 4.58 % plus 0.75 %, for a combined rate of 5.33 %. If our accounts receivable collection pattern changes due to customers our ability to borrow under this facility may be reduced. We are required to pay a commitment fee of 30 35 Term Loan On July 11, 2023, we entered into a three-year 750 Agreement”). ratio at the end of each financial reporting quarter. 2023, the borrowings outstanding under this term loan were $ 745 this Term Credit Agreement was 5.33 % plus 1.35 % for a combined rate of 6.68 %. place that ultimately creates an effective fixed rate of 5.79 %. maximum leverage ratios. warranties and affirmative covenants as well as customary negative covenants, subject liens, indebtedness, significant corporate changes (including mergers), dispositions agreements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 – Income Taxes For the nine months ended September 30, 2023 our effective tax rate was 22.5 %, compared to 23.5 % for the prior year period. and foreign income taxes and interest expense. The total amount of unrecognized tax benefits, which are included in consolidated balance sheets, as of September 30, 2023 and December 31, 110 94 respectively, of which $ 102 80 It is possible that the amount of unrecognized tax benefits will material impact on our condensed consolidated statements of income. All tax returns audited by the IRS are officially closed through 2019. IRS include years 2020 and forward. examination. The total amounts of interest and penalties are classified as a component amount of tax interest expense was $ 3 1 nine months ended September 24, 2022. was $ 15 12 accrued for during the periods presented were not material to our condensed |
Plan of Restructuring and Integ
Plan of Restructuring and Integration Costs | 9 Months Ended |
Sep. 30, 2023 | |
Plan of Restructuring and Integration Costs [Abstract] | |
Plan of Restructuring and Integration Costs | Note 10 – Plan of Restructuring On August 1, 2022, we committed to a restructuring plan focused on streamlining operations and other initiatives to increase efficiency. completion and now expect this initiative to extend through 2024. determination of an estimate of the amount or range of amounts expected to activities, both with respect to each major type of cost associated estimate of the amount or range of amounts that will result in future During the three months ended September 30, 2023 and September 24, 2022, $ 11 9 2022, we recorded restructuring costs of $ 59 9 periods primarily related to severance and employee-related costs, assets and fixed assets, and other lease exit costs. September 30, 2023 were immaterial amounts related to the disposal during 2022 and completed during the first quarter of 2023. On August 26, 2022, we acquired Midway Dental Supply. months ended September 24, 2022, we recorded integration costs 1 other costs, as well as restructuring charges of $ 2 9 charges discussed above. Restructuring and integration costs recorded for the three and nine September 24, 2022, consisted of the following: Three Months Ended September 30, 2023 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 6 $ - $ - $ 6 Accelerated depreciation and amortization 3 - 1 4 Exit and other related costs 1 - - 1 Total restructuring $ 10 $ - $ 1 $ 11 Three Months Ended September 24, 2022 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 6 $ - $ - $ 6 Accelerated depreciation and amortization 2 - - 2 Exit and other related costs 1 - - 1 Integration employee-related and other costs - 1 - 1 Total restructuring $ 9 $ 1 $ - $ 10 Nine Months Ended September 30, 2023 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 36 $ - $ 4 $ 40 Accelerated depreciation and amortization 12 - 2 14 Exit and other related costs 3 - 1 4 Loss on disposal of a business 1 - - 1 Total restructuring $ 52 $ - $ 7 $ 59 Nine Months Ended September 24, 2022 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 6 $ - $ - $ 6 Accelerated depreciation and amortization 2 - - 2 Exit and other related costs 1 - - 1 Integration employee-related and other costs - 1 - 1 Total restructuring $ 9 $ 1 $ - $ 10 The following table summarizes, restructuring initiatives costs as of September 30, 2023, which primarily relates to severance and accrued expenses: other within our condensed consolidated balance sheet. facilities are recorded within our current and non-current operating lease consolidated balance sheet. Technology Health Care Value-Added Distribution Services Total Balance, December 31, 2022 $ 21 $ 3 $ 24 Restructuring and integration costs 52 7 59 Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets (12) (2) (14) Non-cash impairment on disposal of a business 1 - 1 Cash payments and other adjustments (37) (6) (43) Balance, September 30, 2023 $ 25 $ 2 $ 27 |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2023 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Note 11 – Legal Proceedings Henry Schein, Inc. has been named as a defendant in multiple opioid hundred and seventy-five ( 175 ); one or more of Henry Schein, Inc.’s subsidiaries is also named as a defendant in a number of those cases). in a false advertising campaign to expand the market for such drugs and in the supply chain (including Henry Schein, Inc. and its subsidiaries) reaped otherwise failing to monitor appropriately and restrict the improper distribution consist of some that have been consolidated within the MultiDistrict Litigation Prescription Opiate Litigation (MDL No. 2804; Case No. 17-md-2804) remain pending in state courts and are proceeding independently and outside following cases are set for trial: the action filed by Mobile County Board which has been set for a jury trial on August 12, 2024; and the action filed (and 26 other hospitals located throughout the State of Florida) in Florida state for a jury trial in September 2025. 12.6 continuing operations, sales of opioids represented less than two-tenths of 1 percent. part of our business. In August 2022, Henry Schein received a Grand Jury Subpoena from the United Western District of Virginia, Federal Food, Drug & Cosmetic Act by Butler Animal Health Supply, LLC (“Butler”), a former subsidiary of Henry Schein. October 2022, Henry Schein received a second Grand Jury Subpoena the Western District of Virginia. received from Butler or Covetrus, Inc. (“Covetrus”). subsidiary of Covetrus in 2019 and is no longer owned by Henry Schein. investigation. From time to time, we may become a party to other legal proceedings, liability claims, employment matters, commercial disputes, governmental in some cases involve our entering into settlement arrangements or consent of the ordinary course of our business. in our opinion none of these other pending matters are currently consolidated financial position, liquidity or results of operations. As of September 30, 2023, we had accrued our best estimate of potential losses probable to result in liability and for which we were able to reasonably estimate well as related expenses, was not material to our financial position, for determining estimated losses considers currently available facts, other factors, including probable recoveries from third parties. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 12 – Stock-Based Compensation Stock-based awards are provided to certain employees under the terms of non-employee directors under the terms of our 2023 Non-Employee Director as the 2015 Non-Employee Director Stock Incentive Plan) (together, the “Plans”). the Compensation Committee of the Board of Directors (the “Compensation based awards to our employees have been granted solely in the form restricted stock units (“RSUs”) with the exception of our 2021 plan year issued in place of performance-based RSUs. as non-qualified stock options. solely in the form of time-based and performance-based RSUs. awards solely in the form of time-based RSUs. RSUs are stock-based awards granted to recipients with specified vesting provisions. stock is delivered on or following satisfaction of vesting conditions. vest (i) solely based on the recipient’s continued service over time, primarily with four -year cliff vesting and/or (ii) based on achieving specified performance measurements and the recipient’s continued service over time, primarily with three -year cliff vesting. 12 -month cliff vesting. With respect to time-based RSUs, we estimate the fair value based on our closing stock price on the date of grant. recipient is based upon our performance as measured against specified determined by the Compensation Committee. achieved, we estimate the fair value of performance-based RSUs based on Each of the Plans provide for certain adjustments to the performance the Plans. performance measurement adjustments relate to significant events, including, divestitures, new business ventures, certain capital transactions (including share budgeted average outstanding shares (other than those resulting from capital restructuring costs, if any, certain litigation settlements or payments, if any, changes in accounting principles or in applicable laws or regulations, changes in income tax rates in certain financial impact either positive or negative, of the difference in projected earnings (solely with respect to performance-based RSUs granted in the 2022 and (solely with respect to performance-based RSUs granted in the 2023 plan circumstances affecting us. Over the performance period, the number of shares of common stock that will related compensation expense is adjusted upward or downward based upon performance targets. recognized as an expense will be based on our actual performance metrics Stock options are awards that allow the recipient to purchase shares of our vesting of the stock options. date of grant. service, subject to the terms and conditions of the 2020 Stock Incentive Plan, three years grant date and have a contractual term of ten years upon certain events. We estimated the fair value of stock options using the Black-Scholes valuation model. ended September 30, 2023 we did no t grant any stock options. Our accompanying condensed consolidated statements of income reflect of $ 14 11 38 30 September 30, 2023, respectively. share-based compensation expense of $ 17 13 44 34 respectively. Total unrecognized compensation cost related to unvested awards as of September 30, 2023 was $ 83 is expected to be recognized over a weighted-average period of approximately 2.5 Our accompanying condensed consolidated statements of cash flows present as an adjustment to reconcile net income to net cash provided by operating the accompanying condensed consolidated statements of cash flows, there were deductions in excess of recognized compensation as a cash inflow from ended September 30, 2023 and September 24, 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. our stock, historical volatility of our stock, and other factors. Treasury yield curve in effect at the time of grant in conjunction with considering the expected life of options. six -year expected life of the options was determined using the simplified as permitted under SAB Topic 14. value ultimately realized by recipients of stock options, and subsequent reasonableness of the original estimates of fair value made by us. The following table summarizes the stock option activity during the nine Stock Options Weighted Average Weighted Average Aggregate Exercise Remaining Contractual Shares Price Life (in years) Outstanding at beginning of period 1,117,574 $ 71.38 Exercised (21,204) 62.74 Forfeited (10,399) 78.32 Outstanding at end of period 1,085,971 $ 71.48 7.8 $ 8 Options exercisable at end of period 573,620 $ 68.39 Weighted Average Weighted Average Aggregate Number of Exercise Remaining Contractual Intrinsic Options Price Life (in years) Value Vested 508,728 $ 75.04 8.0 $ 3 The following tables summarize the activity of our unvested RSUs for 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 1,756,044 $ 66.59 520,916 $ 60.23 Granted 417,873 77.61 382,387 80.65 Vested (429,425) 61.91 (631,458) 60.65 Forfeited (75,227) 71.59 (55,510) 76.82 Outstanding at end of period 1,669,265 $ 70.38 $ 74.25 216,335 $ 69.54 $ 74.25 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Redeemable Noncontrolling Interests [Abstract] | |
Redeemable Noncontrolling Interests | Note 13 – Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, their ownership interest in those entities at fair value. we are or may be required to purchase all or a portion of the outstanding the noncontrolling interest holder under the terms of a put option components of the change in the redeemable noncontrolling interests for 2023 and the year ended December 31, 2022 are presented in September 30, December 31, 2023 2022 Balance, beginning of period $ 576 $ 613 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (19) (31) Increase in redeemable noncontrolling interests due to business acquisitions 281 4 Net income attributable to redeemable noncontrolling interests 11 21 Dividends declared (13) (21) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests (1) (6) Change in fair value of redeemable securities (14) (4) Balance, end of period $ 821 $ 576 |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2023 | |
Comprehensive Income [Abstract] | |
Comprehensive Income | Note 14 – Comprehensive Income Comprehensive income includes certain gains and losses that, under U.S. such amounts are recorded directly as an adjustment to stockholders’ The following table summarizes our Accumulated other comprehensive loss, net of September 30, December 31, 2023 2022 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ (38) $ (37) Attributable to noncontrolling interests: Foreign currency translation adjustment $ (1) $ (1) Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (252) $ (236) Unrealized gain from foreign currency hedging activities 7 5 Pension adjustment loss (2) (2) Accumulated other comprehensive loss $ (247) $ (233) Total Accumulated $ (286) $ (271) The following table summarizes the components of comprehensive income, net Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Net income $ 143 $ 162 $ 419 $ 515 Foreign currency translation loss (45) (89) (17) (176) Tax effect - - - - Foreign currency translation loss (45) (89) (17) (176) Unrealized gain from foreign currency hedging 9 15 3 27 Tax effect (3) (4) (1) (7) Unrealized gain from foreign currency hedging 6 11 2 20 Pension adjustment gain - 2 - 2 Tax effect - (1) - (1) Pension adjustment gain - 1 - 1 Comprehensive income $ 104 $ 85 $ 404 $ 360 Our financial statements are denominated in the U.S. Dollar currency. currencies as compared to the U.S. Dollar may have a significant impact foreign currency translation loss during the nine months ended September September 24, 2022 was primarily due to changes in foreign currency Brazilian Real, British Pound, Canadian Dollar, Chinese Yuan, and Euro. The following table summarizes our total comprehensive income, net of Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Comprehensive income attributable to Henry Schein, Inc. $ 100 $ 79 $ 384 $ 350 Comprehensive income attributable to noncontrolling interests 4 2 10 4 Comprehensive income attributable to redeemable noncontrolling interests - 4 10 6 Comprehensive income $ 104 $ 85 $ 404 $ 360 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 15 Earnings Per Share Basic earnings per share is computed by dividing net income attributable average number of common shares outstanding for the period. to basic earnings per share, except that it reflects the effect of common shares issuable and upon exercise of stock options using the treasury stock method A reconciliation of shares used in calculating earnings per basic and Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Basic 130,388,353 135,608,678 130,888,717 136,731,413 Effect of dilutive securities: Stock options and restricted stock units 1,053,782 1,475,371 1,260,455 1,756,841 Diluted 131,442,135 137,084,049 132,149,172 138,488,254 The number of antidilutive securities that were excluded from the calculation shares outstanding are as follows: Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Stock options 424,005 482,497 426,237 310,565 Restricted stock units 7,362 445,994 15,072 261,718 Total anti-dilutive share computation 431,367 928,491 441,309 572,283 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow information [Abstract] | |
Supplemental Cash Flow Information | Note 16 – Supplemental Cash Flow Information Cash paid for interest and income taxes was: Nine Months Ended September 30, September 24, 2023 2022 Interest $ 52 $ 29 Income taxes 178 235 During the nine months ended September 30, 2023 and September 24, 2022, 3 27 non-cash net unrealized gains related to foreign currency hedging activities, additional information related to our total return swap and our interest rate agreements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 – Related Party Transactions In connection with the formation of Henry Schein One, LLC, our joint venture formed on July 1, 2018, we entered into a ten-year Internet Brands approximately $ 31 nine months ended September 30, 2023, we recorded $ 8 23 costs related to this royalty agreement. $ 8 23 September 30, 2023 and December 31, 2022, Henry Schein One, LLC had Brands of $ 10 9 royalty agreement. condensed consolidated balance sheets. During our normal course of business, we have interests in entities that we account for under the equity accounting method. 10 $ 33 recorded net sales of $ 13 35 ended September 30, 2023, we purchased $ 1 7 three and nine months ended September 24, 2022, we purchased $ 1 9 entities. 33 36 respectively, due from our equity affiliates, and $ 5 6 Certain of our facilities related to our acquisitions are leased from employees leases are classified as operating leases and have a remaining lease term one year 14 years. were $ 5 24 6.9 % and 7.6 % of the total current and non-current operating lease liabilities. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event [Abstract] | |
Subsequent Event | Note 18 – Subsequent Event On October 14, 2023, we became aware of a cybersecurity incident North American and European dental and medical distribution businesses. management software, revenue cycle management and patient relationship affected, and our manufacturing businesses and our equipment sales and Once we became aware of the issue, we took steps to assess, contain and operations resumed and we reactivated our ecommerce platform. customers and suppliers informing them of both the incident and daily operations. a data breach occurred. On November 22, 2023, we experienced a disruption to our ecommerce Company has restored its ecommerce platform and certain other certain European countries. are expected to follow shortly. We continue to review the impact of the incident on our business. will adversely impact our financial results for the fourth quarter and We maintain cyber insurance, subject to certain retentions and policy limitations. the insurance coverage we maintain is sufficient to cover costs and expenses related |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation [Abstract] | |
Principles of Consolidation | Our condensed consolidated financial statements include the accounts of Henry controlled subsidiaries (“we”, “us” or “our”). consolidation. financial decisions are accounted for under the equity method. to conform to the current period presentation. have a material impact on our condensed consolidated financial condition, |
Use of Estimates | The preparation of financial statements in conformity with accounting principles States requires us to make estimates and assumptions that affect the reported amounts of disclosure of contingent assets and liabilities at the date of the financial revenues and expenses during the reporting period. operations for the three and nine months ended September 30, 2023 be expected for any other interim period or for the year ending December 30, 2023. |
Consolidated Variable Interest Entity | We consolidate the results of operations and financial position of a trade accounts receivable securitization which we consider a Variable Interest Entity (“VIE”) because we are the primary beneficiary, and we have the power to direct activities that most significantly affect the economic performance and have majority of the losses or benefits. collateral to the related debt. September 30, 2023 and December 31, 2022, certain trade accounts receivable obligations of this VIE were $ 0 327 creditors have recourse to us were $ 0 255 |
Critical Accounting Policies,_2
Critical Accounting Policies, Accounting Standard Adopted, and Recently Issued Accounting Standards (Policy) | 9 Months Ended |
Sep. 30, 2023 | |
Critical Accounting Policies, Accounting Standard Adopted, and Recently Issued Accounting Standards [Abstract] | |
Accounting Standard Adopted and Recently Issued Accounting Standards | Accounting Standard Adopted During the quarter ended September 30, 2023, we adopted Accounting Reference Rate Reform (Topic 848). consolidated financial statements. Recently Issued Accounting Standards In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities – Supplier Finance Programs (Subtopic Program Obligations,” which will increase transparency of supplier finance such programs in connection with the purchase of goods and services to disclose information about such programs. including interim periods within those fiscal years, except for amended for fiscal years beginning after December 15, 2023. have a material impact on our condensed consolidated financial statements. |
Net Sales from Contracts with_2
Net Sales from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Net Sales from Contracts with Customers [Abstract] | |
Disaggregation of Revenue | Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,134 $ 748 $ 1,882 $ 3,447 $ 2,290 $ 5,737 Medical 1,044 26 1,070 2,920 71 2,991 Total health care distribution 2,178 774 2,952 6,367 2,361 8,728 Technology 185 25 210 519 75 594 Total net sales $ 2,363 $ 799 $ 3,162 $ 6,886 $ 2,436 $ 9,322 Three Months Ended Nine Months Ended September 24, 2022 September 24, 2022 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,131 $ 654 $ 1,785 $ 3,360 $ 2,106 $ 5,466 Medical 1,088 18 1,106 3,215 59 3,274 Total health care distribution 2,219 672 2,891 6,575 2,165 8,740 Technology 155 21 176 469 67 536 Total net sales $ 2,374 $ 693 $ 3,067 $ 7,044 $ 2,232 $ 9,276 |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Data [Abstract] | |
Business segment information | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Net Sales: Health care distribution (1) Dental $ 1,882 $ 1,785 $ 5,737 $ 5,466 Medical 1,070 1,106 2,991 3,274 Total health care distribution 2,952 2,891 8,728 8,740 Technology (2) 210 176 594 536 Total $ 3,162 $ 3,067 $ 9,322 $ 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 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. Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Operating Income: Health care distribution $ 160 $ 179 $ 471 $ 579 Technology 40 32 105 96 Total $ 200 $ 211 $ 576 $ 675 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
S.I.N [Member] | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Consideration Paid and Net Assets Acquired | 2023 Acquisition consideration: Cash $ 326 Total consideration $ 326 Identifiable assets acquired and liabilities assumed: Current assets $ 75 Intangible assets 155 Other noncurrent assets 33 Current liabilities (33) Long-term debt (22) Deferred income taxes (55) Other noncurrent liabilities (27) Total identifiable 126 Goodwill 200 Total net assets acquired $ 326 |
Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives | 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 78 10 Trademarks/ Tradenames 9 5 Non-compete agreements 1 5 Product development 38 7 Other 29 5 Total $ 155 |
Biotech Dental [Member] | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Consideration Paid and Net Assets Acquired | 2023 Acquisition consideration: Cash $ 216 Fair value of contributed equity share in a controlled subsidiary 25 Redeemable noncontrolling interests 182 Total consideration $ 423 Identifiable assets acquired and liabilities assumed: Current assets $ 80 Intangible assets 119 Other noncurrent assets 76 Current liabilities (51) Long-term debt (84) Deferred income taxes (38) Other noncurrent liabilities (22) Total identifiable 80 Goodwill 343 Total net assets acquired $ 423 |
Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives | 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 60 10 Trademarks/ Tradenames 14 5 Non-compete agreements 1 5 Other 44 5 Total $ 119 |
Series Of Individually Immaterial Business Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Consideration Paid and Net Assets Acquired | 2023 Acquisition consideration: Cash $ 167 Deferred consideration 4 Estimated fair value of contingent consideration payable 6 Fair value of previously held equity method investment 29 Redeemable noncontrolling interests 77 Total consideration $ 283 Identifiable assets acquired and liabilities assumed: Current assets $ 32 Intangible assets 117 Other noncurrent assets 18 Current liabilities (23) Deferred income taxes (13) Long-term debt (8) Other noncurrent liabilities (10) Total identifiable 113 Goodwill 170 Total net assets acquired $ 283 |
Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives | 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 76 2 - 12 Trademarks/ Tradenames 9 5 - 10 Non-compete agreements 2 5 Product development 7 7 Patents 1 10 Other 22 5 Total $ 117 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured and Recognized on a Recurring Basis | September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 30 $ - $ 30 Derivative contracts undesignated - 1 - 1 Total assets $ - $ 31 $ - $ 31 Liabilities: Derivative contracts designated as hedges $ - $ 2 $ - $ 2 Derivative contracts undesignated - 1 - 1 Total return - 4 - 4 Total liabilities $ - $ 7 $ - $ 7 Redeemable noncontrolling interests $ - $ - $ 821 $ 821 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 - 3 - 3 Total liabilities $ - $ 7 $ - $ 7 Redeemable noncontrolling interests $ - $ - $ 576 $ 576 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt [Abstract] | |
Schedule of Bank Credit Lines | September 30, December 31, 2023 2022 Revolving credit agreement $ - $ - Other short-term bank credit lines 12 103 Total $ 12 $ 103 |
Schedule of Long-Term Debt | September 30, December 31, 2023 2022 Private placement facilities $ 1,074 $ 699 U.S. trade accounts receivable securitization - 330 Term loan 745 - Various in varying installments through 2023 at interest rates ranging from 0.00 % to 9.42 % at September 30, 2023 and ranging from 0.00 % to 3.50 % at December 31, 2022 58 7 Finance lease obligations 10 10 Total 1,887 1,046 Less current maturities (72) (6) Total long-term debt $ 1,815 $ 1,040 |
Schedule of Private Placement Facility Borrowings | 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 May 4, 2023 75 4.79 May 4, 2028 May 4, 2023 75 4.84 May 4, 2030 May 4, 2023 75 4.96 May 4, 2033 May 4, 2023 150 4.94 May 4, 2033 Less: Deferred debt issuance costs (1) Total $ 1,074 |
Plan of Restructuring and Int_2
Plan of Restructuring and Integration Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Plan of Restructuring and Integration Costs [Abstract] | |
Schedule of Restructuring Costs and Integration Costs | Three Months Ended September 30, 2023 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 6 $ - $ - $ 6 Accelerated depreciation and amortization 3 - 1 4 Exit and other related costs 1 - - 1 Total restructuring $ 10 $ - $ 1 $ 11 Three Months Ended September 24, 2022 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 6 $ - $ - $ 6 Accelerated depreciation and amortization 2 - - 2 Exit and other related costs 1 - - 1 Integration employee-related and other costs - 1 - 1 Total restructuring $ 9 $ 1 $ - $ 10 Nine Months Ended September 30, 2023 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 36 $ - $ 4 $ 40 Accelerated depreciation and amortization 12 - 2 14 Exit and other related costs 3 - 1 4 Loss on disposal of a business 1 - - 1 Total restructuring $ 52 $ - $ 7 $ 59 Nine Months Ended September 24, 2022 Health-Care Distribution Technology Value-Added Services Restructuring Costs Integration Costs Restructuring Costs Total Severance and employee-related costs $ 6 $ - $ - $ 6 Accelerated depreciation and amortization 2 - - 2 Exit and other related costs 1 - - 1 Integration employee-related and other costs - 1 - 1 Total restructuring $ 9 $ 1 $ - $ 10 |
Schedule of Restructuring Reserve by Segment | Technology Health Care Value-Added Distribution Services Total Balance, December 31, 2022 $ 21 $ 3 $ 24 Restructuring and integration costs 52 7 59 Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets (12) (2) (14) Non-cash impairment on disposal of a business 1 - 1 Cash payments and other adjustments (37) (6) (43) Balance, September 30, 2023 $ 25 $ 2 $ 27 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation [Abstract] | |
Summary of Stock Option Activity Under the Plans | Stock Options Weighted Average Weighted Average Aggregate Exercise Remaining Contractual Shares Price Life (in years) Outstanding at beginning of period 1,117,574 $ 71.38 Exercised (21,204) 62.74 Forfeited (10,399) 78.32 Outstanding at end of period 1,085,971 $ 71.48 7.8 $ 8 Options exercisable at end of period 573,620 $ 68.39 |
Intrinsic Values | Weighted Average Weighted Average Aggregate Number of Exercise Remaining Contractual Intrinsic Options Price Life (in years) Value Vested 508,728 $ 75.04 8.0 $ 3 |
Status of Unvested RSUs | 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 1,756,044 $ 66.59 520,916 $ 60.23 Granted 417,873 77.61 382,387 80.65 Vested (429,425) 61.91 (631,458) 60.65 Forfeited (75,227) 71.59 (55,510) 76.82 Outstanding at end of period 1,669,265 $ 70.38 $ 74.25 216,335 $ 69.54 $ 74.25 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Redeemable Noncontrolling Interests [Abstract] | |
Components of the Change in Redeemable Noncontrolling Interests | September 30, December 31, 2023 2022 Balance, beginning of period $ 576 $ 613 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (19) (31) Increase in redeemable noncontrolling interests due to business acquisitions 281 4 Net income attributable to redeemable noncontrolling interests 11 21 Dividends declared (13) (21) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests (1) (6) Change in fair value of redeemable securities (14) (4) Balance, end of period $ 821 $ 576 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Loss Net of Applicable Taxes | September 30, December 31, 2023 2022 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ (38) $ (37) Attributable to noncontrolling interests: Foreign currency translation adjustment $ (1) $ (1) Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (252) $ (236) Unrealized gain from foreign currency hedging activities 7 5 Pension adjustment loss (2) (2) Accumulated other comprehensive loss $ (247) $ (233) Total Accumulated $ (286) $ (271) |
Components of Comprehensive Income, Net of Applicable Taxes | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Net income $ 143 $ 162 $ 419 $ 515 Foreign currency translation loss (45) (89) (17) (176) Tax effect - - - - Foreign currency translation loss (45) (89) (17) (176) Unrealized gain from foreign currency hedging 9 15 3 27 Tax effect (3) (4) (1) (7) Unrealized gain from foreign currency hedging 6 11 2 20 Pension adjustment gain - 2 - 2 Tax effect - (1) - (1) Pension adjustment gain - 1 - 1 Comprehensive income $ 104 $ 85 $ 404 $ 360 |
Total Comprehensive Income, Net of Applicable Taxes | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Comprehensive income attributable to Henry Schein, Inc. $ 100 $ 79 $ 384 $ 350 Comprehensive income attributable to noncontrolling interests 4 2 10 4 Comprehensive income attributable to redeemable noncontrolling interests - 4 10 6 Comprehensive income $ 104 $ 85 $ 404 $ 360 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Shares used in Calculating Earnings per Share Basic and Diluted | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Basic 130,388,353 135,608,678 130,888,717 136,731,413 Effect of dilutive securities: Stock options and restricted stock units 1,053,782 1,475,371 1,260,455 1,756,841 Diluted 131,442,135 137,084,049 132,149,172 138,488,254 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Stock options 424,005 482,497 426,237 310,565 Restricted stock units 7,362 445,994 15,072 261,718 Total anti-dilutive share computation 431,367 928,491 441,309 572,283 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow information [Abstract] | |
Cash paid for interest and income taxes | Nine Months Ended September 30, September 24, 2023 2022 Interest $ 52 $ 29 Income taxes 178 235 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Asset Pledged as Collateral [Member] | ||
Pledged assets | $ 0 | $ 327 |
Recourse [Member] | ||
Liabilities of VIE | $ 0 | $ 255 |
Net Sales from Contracts with_3
Net Sales from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Net Sales from Contracts with Customers [Abstract] | ||
Contract with Customer, Liability, Current | $ 86 | $ 86 |
Contract with Customer, Liability, Noncurrent | 9 | $ 8 |
Contract with Customer, Liability, Revenue Recognized | $ 70 |
Net Sales from Contracts with_4
Net Sales from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Disaggregation of Revenue [Abstract] | ||||
Net sales | $ 3,162 | $ 3,067 | $ 9,322 | $ 9,276 |
North America [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 2,363 | 2,374 | 6,886 | 7,044 |
International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 799 | 693 | 2,436 | 2,232 |
Health Care Distribution [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 2,952 | 2,891 | 8,728 | 8,740 |
Health Care Distribution [Member] | North America [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 2,178 | 2,219 | 6,367 | 6,575 |
Health Care Distribution [Member] | International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 774 | 672 | 2,361 | 2,165 |
Health Care Distribution [Member] | Dental [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 1,882 | 1,785 | 5,737 | 5,466 |
Health Care Distribution [Member] | Dental [Member] | North America [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 1,134 | 1,131 | 3,447 | 3,360 |
Health Care Distribution [Member] | Dental [Member] | International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 748 | 654 | 2,290 | 2,106 |
Health Care Distribution [Member] | Medical [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 1,070 | 1,106 | 2,991 | 3,274 |
Health Care Distribution [Member] | Medical [Member] | North America [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 1,044 | 1,088 | 2,920 | 3,215 |
Health Care Distribution [Member] | Medical [Member] | International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 26 | 18 | 71 | 59 |
Technology and Value-Added Services [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 210 | 176 | 594 | 536 |
Technology and Value-Added Services [Member] | North America [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | 185 | 155 | 519 | 469 |
Technology and Value-Added Services [Member] | International [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Net sales | $ 25 | $ 21 | $ 75 | $ 67 |
Segment Data (Details)
Segment Data (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) countries | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) segments countries | Sep. 24, 2022 USD ($) | |
Segment Data [Abstract] | ||||
Number of reportable segments | segments | 2 | |||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 3,162 | $ 3,067 | $ 9,322 | $ 9,276 |
Operating income | 200 | 211 | 576 | 675 |
Health Care Distribution [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,952 | 2,891 | 8,728 | 8,740 |
Operating income | $ 160 | 179 | $ 471 | 579 |
Number of countries served globally | countries | 33 | 33 | ||
Health Care Distribution [Member] | Dental [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,882 | 1,785 | $ 5,737 | 5,466 |
Health Care Distribution [Member] | Medical [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,070 | 1,106 | 2,991 | 3,274 |
Technology and Value-Added Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 210 | 176 | 594 | 536 |
Operating income | $ 40 | $ 32 | $ 105 | $ 96 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2023 | Jul. 05, 2023 | Apr. 05, 2023 | Sep. 24, 2022 | |
Business Acquisition [Line Items] | ||||
Recognized gain related to remeasurement to fair value of previously held equity investment | $ 18 | |||
Acquisition costs | $ 18 | $ 6 | ||
S.I.N [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interest acquired | 100% | |||
Biotech Dental [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interest acquired | 57% | |||
Series Of Individually Immaterial Business Acquisitions [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interest acquired | 51% | |||
Series Of Individually Immaterial Business Acquisitions [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interest acquired | 100% |
Business Acquisitions - Summary
Business Acquisitions - Summary of Estimated Fair Value of Consideration Paid and Net Assets Acquired (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Jul. 05, 2023 | Apr. 05, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Identifiable assets acquired and liabilities assumed: | ||||
Goodwill | $ 3,595 | $ 2,893 | ||
S.I.N [Member] | ||||
Acquisition consideration: | ||||
Cash | $ 326 | |||
Total consideration | 326 | |||
Identifiable assets acquired and liabilities assumed: | ||||
Current assets | 75 | |||
Intangible assets | 155 | |||
Other noncurrent assets | 33 | |||
Current liabilities | (33) | |||
Long-term debt | (22) | |||
Deferred income taxes | (55) | |||
Other noncurrent liabilities | (27) | |||
Total identifiable net assets | 126 | |||
Goodwill | 200 | |||
Total net assets acquired | $ 326 | |||
Biotech Dental [Member] | ||||
Acquisition consideration: | ||||
Cash | $ 216 | |||
Fair value of contributed equity share in a controlled subsidiary | 25 | |||
Redeemable noncontrolling interests | 182 | |||
Total consideration | 423 | |||
Identifiable assets acquired and liabilities assumed: | ||||
Current assets | 80 | |||
Intangible assets | 119 | |||
Other noncurrent assets | 76 | |||
Current liabilities | (51) | |||
Long-term debt | (84) | |||
Deferred income taxes | (38) | |||
Other noncurrent liabilities | (22) | |||
Total identifiable net assets | 80 | |||
Goodwill | 343 | |||
Total net assets acquired | $ 423 | |||
Series Of Individually Immaterial Business Acquisitions [Member] | ||||
Acquisition consideration: | ||||
Cash | 167 | |||
Deferred consideration | 4 | |||
Other | 6 | |||
Fair value of contributed equity share in a controlled subsidiary | 29 | |||
Redeemable noncontrolling interests | 77 | |||
Total consideration | 283 | |||
Identifiable assets acquired and liabilities assumed: | ||||
Current assets | 32 | |||
Intangible assets | 117 | |||
Other noncurrent assets | 18 | |||
Current liabilities | (23) | |||
Long-term debt | (8) | |||
Deferred income taxes | (13) | |||
Other noncurrent liabilities | (10) | |||
Total identifiable net assets | 113 | |||
Goodwill | 170 | |||
Total net assets acquired | $ 283 |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jul. 05, 2023 | Apr. 05, 2023 | Sep. 30, 2023 | |
S.I.N [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 155 | ||
S.I.N [Member] | Customer Relationships and Lists [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 78 | ||
Estimated useful lives (in years) | 10 years | ||
S.I.N [Member] | Trademarks/Tradenames [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 9 | ||
Estimated useful lives (in years) | 5 years | ||
S.I.N [Member] | Noncompete Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 1 | ||
Estimated useful lives (in years) | 5 years | ||
S.I.N [Member] | Product Development [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 38 | ||
Estimated useful lives (in years) | 7 years | ||
S.I.N [Member] | Other Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 29 | ||
Estimated useful lives (in years) | 5 years | ||
Biotech Dental [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 119 | ||
Biotech Dental [Member] | Customer Relationships and Lists [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 60 | ||
Estimated useful lives (in years) | 10 years | ||
Biotech Dental [Member] | Trademarks/Tradenames [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 14 | ||
Estimated useful lives (in years) | 5 years | ||
Biotech Dental [Member] | Noncompete Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 1 | ||
Estimated useful lives (in years) | 5 years | ||
Biotech Dental [Member] | Other Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 44 | ||
Estimated useful lives (in years) | 5 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 117 | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Customer Relationships and Lists [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 76 | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Customer Relationships and Lists [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives (in years) | 2 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Customer Relationships and Lists [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives (in years) | 12 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Trademarks/Tradenames [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 9 | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Trademarks/Tradenames [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives (in years) | 5 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Trademarks/Tradenames [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives (in years) | 10 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Noncompete Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 2 | ||
Estimated useful lives (in years) | 5 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Product Development [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 7 | ||
Estimated useful lives (in years) | 7 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Patents [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 1 | ||
Estimated useful lives (in years) | 10 years | ||
Series Of Individually Immaterial Business Acquisitions [Member] | Other Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets acquired | $ 22 | ||
Estimated useful lives (in years) | 5 years |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt (including bank credit lines) | $ 1,899 | $ 1,149 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured and Recognized on a Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 25, 2021 |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | $ 821 | $ 576 | $ 613 |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 31 | 27 | |
Liabilities [Abstract] | |||
Total liabilities | 7 | 7 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 821 | 576 | |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | Derivative contracts designated as hedges [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 30 | 23 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 2 | 1 | |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | Derivative contracts undesignated [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 1 | 4 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 1 | 3 | |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | 3 | ||
Fair value, measurements, recurring [Member] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | 4 | ||
Fair value, measurements, recurring [Member] | Level 1 [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Total liabilities | 0 | 0 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 1 [Member] | Fair Value Measurement [Domain] | Derivative contracts designated as hedges [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 0 | 0 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 1 [Member] | Fair Value Measurement [Domain] | Derivative contracts undesignated [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 0 | 0 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 1 [Member] | Fair Value Measurement [Domain] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | 0 | ||
Fair value, measurements, recurring [Member] | Level 1 [Member] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | 0 | ||
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 31 | 27 | |
Liabilities [Abstract] | |||
Total liabilities | 7 | 7 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | Derivative contracts designated as hedges [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 30 | 23 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 2 | 1 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | Derivative contracts undesignated [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 1 | 4 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 1 | 3 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | 3 | ||
Fair value, measurements, recurring [Member] | Level 2 [Member] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | 4 | ||
Fair value, measurements, recurring [Member] | Level 3 [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Total liabilities | 0 | 0 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 821 | 576 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | Fair Value Measurement [Domain] | Derivative contracts designated as hedges [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 0 | 0 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | Fair Value Measurement [Domain] | Derivative contracts undesignated [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 0 | 0 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | Fair Value Measurement [Domain] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | $ 0 | ||
Fair value, measurements, recurring [Member] | Level 3 [Member] | Total return swap [Member] | |||
Liabilities [Abstract] | |||
Total return swaps | $ 0 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities - Narrative (Details) € in Millions | 3 Months Ended | 9 Months Ended | |||||
Jul. 11, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Mar. 20, 2020 USD ($) | |
Term Credit Agreement [Member] | |||||||
Derivative [Line Items] | |||||||
Debt face amount | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | ||||
Debt term (in years) | 3 years | 3 years | |||||
Foreign Exchange Forward [Member] | Other Comprehensive Income [Member] | |||||||
Derivative [Line Items] | |||||||
Gain (loss) on derivative | 4,000,000 | $ 15,000,000 | $ 1,000,000 | $ 26,000,000 | |||
Interest Rate Swap [Member] | Term Credit Agreement [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount | $ 745,000,000 | $ 745,000,000 | |||||
Derivative fixed interest rate | 5.79% | 5.79% | |||||
Interest Rate Swap [Member] | Other Comprehensive Income [Member] | Term Credit Agreement [Member] | |||||||
Derivative [Line Items] | |||||||
Gain (loss) on derivative | $ 4,000,000 | $ 4,000,000 | |||||
Forward Contracts [Member] | Net Investment Hedging [Member] | |||||||
Derivative [Line Items] | |||||||
Maturity date | Nov. 16, 2023 | ||||||
Notional amount | € | € 200 | ||||||
Total Return Swap [Member] | SERP and DCP [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount | 86,000,000 | $ 86,000,000 | $ 43,000,000 | ||||
Gain (loss) on derivative | $ (7,000,000) | $ (2,000,000) | $ (1,000,000) | $ (8,000,000) | |||
Inception date | Mar. 20, 2020 | ||||||
Total Return Swap [Member] | SERP and DCP [Member] | Secured Overnight Financing Rate Sofr Overnight Index Swap Rate [Member] | |||||||
Derivative [Line Items] | |||||||
Basis spread on variable rate | 5.31% | 5.31% | |||||
Derivative fixed interest rate | 0.52% | 0.52% | |||||
Variable interest rate | 5.83% | 5.83% |
Debt - Revolving Credit Agreeme
Debt - Revolving Credit Agreement Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | |
Revolving Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit initiation date | Jul. 11, 2023 | Aug. 20, 2021 | |
Credit facility borrowing capacity | $ 1,000,000,000 | ||
Credit facility expiration date | Jul. 11, 2028 | Aug. 20, 2026 | |
Borrowings | $ 0 | $ 0 | |
Outstanding letters of credit provided to third parties | 9,000,000 | 9,000,000 | |
Other Short-Term Credit Lines [Member] | |||
Line of Credit Facility [Line Items] | |||
Credit facility borrowing capacity | $ 366,000,000 | $ 402,000,000 |
Debt - Other Short-Term Bank Cr
Debt - Other Short-Term Bank Credit Lines Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Bank credit lines | $ 12,000,000 | $ 103,000,000 |
Other Short-Term Credit Lines [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit facility borrowing capacity | 366,000,000 | 402,000,000 |
Bank credit lines | $ 12,000,000 | $ 103,000,000 |
Weighted average interest rate on borrowings under credit lines at period end | 4.34% | 10.11% |
Debt - Private Placement Facili
Debt - Private Placement Facilities Narrative (Details) - Private Placement Facilities [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Number of companies included in private placement facilities | 4 |
Debt instrument maximum borrowing capacity | $ 1,500,000,000 |
Debt instrument, maturity date | Oct. 20, 2026 |
Average term of issuances under private placement facilities | 12 years |
Weighted average interest rate at period end | 3.65% |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Term of issuances under private placement facilities | 5 years |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Term of issuances under private placement facilities | 15 years |
Debt - U.S. Trade Accounts Rece
Debt - U.S. Trade Accounts Receivable Securitization Narrative (Details) - U.S. Trade Accounts Receivable Securitization [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) number | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||
Pricing commitment period | 3 years | |
Debt Instrument, Maturity Date | Dec. 15, 2025 | |
Debt instrument maximum borrowing capacity | $ 450,000,000 | |
Long-term debt | $ 0 | $ 330,000,000 |
Commitment fee for facility usage - facility limit less than fifty percent usage (as a percent) | 0.30% | |
Commitment fee for facility usage - facility limit greater than or equal to fifty percent usage (as a percent) | 0.35% | |
Number of banks as agents for debt instrument | number | 2 | |
Average Asset Backed Commercial Paper Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate at period end | 6.34% | 5.33% |
Debt instrument, variable rate basis at period end | 5.59% | 4.58% |
Debt instrument, basis spread on variable rate | 0.75% | 0.75% |
Debt - Term Loan Narrative (Det
Debt - Term Loan Narrative (Details) - Term Credit Agreement [Member] - USD ($) | 9 Months Ended | ||
Jul. 11, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Debt face amount | $ 750,000,000 | $ 750,000,000 | |
Debt term (in years) | 3 years | 3 years | |
Long-term debt | $ 745,000,000 | $ 0 | |
Interest Rate Swap [Member] | |||
Line of Credit Facility [Line Items] | |||
Derivative fixed interest rate | 5.79% | ||
Secured Overnight Financing Rate Sofr Overnight Index Swap Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 5.33% | ||
Debt instrument, basis spread on variable rate | 1.35% | ||
Debt instrument, interest rate at period end | 6.68% |
Debt - Schedule of Bank Credit
Debt - Schedule of Bank Credit Lines (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Bank Credit lines | $ 12 | $ 103 |
Revolving Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Bank Credit lines | 0 | 0 |
Other Short-Term Credit Lines [Member] | ||
Line of Credit Facility [Line Items] | ||
Bank Credit lines | $ 12 | $ 103 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 10 | $ 10 |
Total | 1,887 | 1,046 |
Less current maturities | (72) | (6) |
Long-term debt | 1,815 | 1,040 |
Term Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 745 | 0 |
Private Placement Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,074 | 699 |
U.S. Trade Accounts Receivable Securitization [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 330 |
Various Collateralized and Uncollateralized Loans Payable with Interest in Varying Installments Through 2023 at Interest Rates Ranging from 0.00% to 3.65% at April 1, 2023 and Ranging from 0.00% to 3.50% at December 31, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 58 | $ 7 |
Various Collateralized and Uncollateralized Loans Payable with Interest in Varying Installments Through 2023 at Interest Rates Ranging from 0.00% to 3.65% at April 1, 2023 and Ranging from 0.00% to 3.50% at December 31, 2022 [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing Rate | 0% | 0% |
Various Collateralized and Uncollateralized Loans Payable with Interest in Varying Installments Through 2023 at Interest Rates Ranging from 0.00% to 3.65% at April 1, 2023 and Ranging from 0.00% to 3.50% at December 31, 2022 [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing Rate | 9.42% | 3.50% |
Debt - Schedule of Private Plac
Debt - Schedule of Private Placement Facility Borrowings (Details) - Private Placement Facilities [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Less: Deferred debt issuance costs | $ (1) | |
Total | $ 1,074 | $ 699 |
Debt Instrument, Maturity Date | Oct. 20, 2026 | |
Private Placement Facilities 1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Jan. 20, 2012 | |
Long-term Debt, Gross | $ 50 | |
Borrowing Rate | 3.45% | |
Debt Instrument, Maturity Date | Jan. 20, 2024 | |
Private Placement Facilities 2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Dec. 24, 2012 | |
Long-term Debt, Gross | $ 50 | |
Borrowing Rate | 3% | |
Debt Instrument, Maturity Date | Dec. 24, 2024 | |
Private Placement Facilities 3 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 16, 2017 | |
Long-term Debt, Gross | $ 100 | |
Borrowing Rate | 3.42% | |
Debt Instrument, Maturity Date | Jun. 16, 2027 | |
Private Placement Facilities 4 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Sep. 15, 2017 | |
Long-term Debt, Gross | $ 100 | |
Borrowing Rate | 3.52% | |
Debt Instrument, Maturity Date | Sep. 15, 2029 | |
Private Placement facilities 5 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Jan. 02, 2018 | |
Long-term Debt, Gross | $ 100 | |
Borrowing Rate | 3.32% | |
Debt Instrument, Maturity Date | Jan. 02, 2028 | |
Private Placement Facilities 6 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Sep. 02, 2020 | |
Long-term Debt, Gross | $ 100 | |
Borrowing Rate | 2.35% | |
Debt Instrument, Maturity Date | Sep. 02, 2030 | |
Private Placement Facilities 7 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 02, 2021 | |
Long-term Debt, Gross | $ 100 | |
Borrowing Rate | 2.48% | |
Debt Instrument, Maturity Date | Jun. 02, 2031 | |
Private Placement Facilities 8 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | Jun. 02, 2021 | |
Long-term Debt, Gross | $ 100 | |
Borrowing Rate | 2.58% | |
Debt Instrument, Maturity Date | Jun. 02, 2033 | |
Private Placement Facilities 9 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | May 04, 2023 | |
Long-term Debt, Gross | $ 75 | |
Borrowing Rate | 4.79% | |
Debt Instrument, Maturity Date | May 04, 2028 | |
Private Placement Facilities 10 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | May 04, 2023 | |
Long-term Debt, Gross | $ 75 | |
Borrowing Rate | 4.84% | |
Debt Instrument, Maturity Date | May 04, 2030 | |
Private Placement Facilities 11 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | May 04, 2023 | |
Long-term Debt, Gross | $ 75 | |
Borrowing Rate | 4.96% | |
Debt Instrument, Maturity Date | May 04, 2033 | |
Private Placement Facilities 12 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Issuance Date | May 04, 2023 | |
Long-term Debt, Gross | $ 150 | |
Borrowing Rate | 4.94% | |
Debt Instrument, Maturity Date | May 04, 2033 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | |||
Effective tax rate | 22.50% | 23.50% | |
Tax interest expense (credit) | $ 3 | $ 1 | |
Other Liabilities [Member] | |||
Income Tax Examination [Line Items] | |||
Unrecognized tax benefits | 110 | $ 94 | |
Unrecognized tax benefits that would affect the effective tax rate if recognized | 102 | 80 | |
Total interest | $ 15 | $ 12 |
Plan of Restructuring and Int_3
Plan of Restructuring and Integration Costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 11 | $ 9 | $ 59 | $ 9 |
Midway Dental Supply [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 2 | |||
Integration costs | $ 1 |
Plan of Restructuring and Int_4
Plan of Restructuring and Integration Costs - Schedule of Restructuring Costs and Integration Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | $ 11,000,000 | $ 9,000,000 | $ 59,000,000 | $ 9,000,000 |
Restructuring and integration related costs | 11,000,000 | 10,000,000 | 59,000,000 | 10,000,000 |
Severance and Employee-Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and integration related costs | 6,000,000 | 6,000,000 | 40,000,000 | 6,000,000 |
Accelerated Depreciation and Amortization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and integration related costs | 4,000,000 | 2,000,000 | 14,000,000 | 2,000,000 |
Exit and Other Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and integration related costs | 1,000,000 | 1,000,000 | 4,000,000 | 1,000,000 |
Disposal of Business [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and integration related costs | 1,000,000 | |||
Integration Employee-Related and Other Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and integration related costs | 1,000,000 | 1,000,000 | ||
Health Care Distribution [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 10,000,000 | 9,000,000 | 52,000,000 | 9,000,000 |
Integration Costs | 1,000,000 | 1,000,000 | ||
Restructuring and integration related costs | 52,000,000 | |||
Health Care Distribution [Member] | Severance and Employee-Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 6,000,000 | 6,000,000 | 36,000,000 | 6,000,000 |
Health Care Distribution [Member] | Accelerated Depreciation and Amortization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 3,000,000 | 2,000,000 | 12,000,000 | 2,000,000 |
Health Care Distribution [Member] | Exit and Other Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 1,000,000 | 1,000,000 | 3,000,000 | 1,000,000 |
Health Care Distribution [Member] | Disposal of Business [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 1,000,000 | |||
Health Care Distribution [Member] | Integration Employee-Related and Other Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Integration Costs | $ 1,000,000 | $ 1,000,000 | ||
Technology and Value-Added Services [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 1,000,000 | 7,000,000 | ||
Restructuring and integration related costs | 7,000,000 | |||
Technology and Value-Added Services [Member] | Severance and Employee-Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 0 | 4,000,000 | ||
Technology and Value-Added Services [Member] | Accelerated Depreciation and Amortization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 1,000,000 | 2,000,000 | ||
Technology and Value-Added Services [Member] | Exit and Other Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | $ 0 | $ 1,000,000 |
Plan of Restructuring and Int_5
Plan of Restructuring and Integration Costs - Schedule of Restructuring Reserve by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning | $ 24 | |||
Restructuring and integration costs | $ 11 | $ 10 | 59 | $ 10 |
Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets | (14) | |||
Non-cash impairment on disposal of a business | (1) | |||
Cash payments and other adjustments | 43 | |||
Balance, ending | 27 | 27 | ||
Health Care Distribution [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning | 21 | |||
Restructuring and integration costs | 52 | |||
Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets | (12) | |||
Non-cash impairment on disposal of a business | (1) | |||
Cash payments and other adjustments | 37 | |||
Balance, ending | 25 | 25 | ||
Technology and Value-Added Services [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning | 3 | |||
Restructuring and integration costs | 7 | |||
Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets | (2) | |||
Cash payments and other adjustments | 6 | |||
Balance, ending | $ 2 | $ 2 |
Legal Proceedings - Narrative (
Legal Proceedings - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) claims | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) claims | Sep. 24, 2022 USD ($) | |
Loss Contingency, Information about Litigation Matters [Abstract] | ||||
Revenues | $ 3,162 | $ 3,067 | $ 9,322 | $ 9,276 |
Maximum [Member] | ||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||
Loss Contingency, Pending Claims, Number | claims | 175 | 175 | ||
Actions Consolidated in the MultiDistrict Litigation [Member] | ||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||
Maximum sales of opioids in North America during the year, percentage | 0.20% | |||
Actions Consolidated in the MultiDistrict Litigation [Member] | Continuing Operations [Member] | ||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||
Revenues | $ 12,600 | |||
Other Hospitals Located throughout Florida [Member] | ||||
Loss Contingency, Information about Litigation Matters [Abstract] | ||||
Number of plaintiffs | 26 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average period of recognition for unrecognized compensation costs on nonvested awards (in years) | 2 years 6 months | |||
Grants in period (in shares) | 0 | |||
Total unrecognized compensation cost related to non-vested awards | $ 83 | $ 83 | ||
Expected life of options (years) | 6 years | |||
After-tax share-based compensation (credit) expense | 11 | $ 13 | $ 30 | $ 34 |
Pre-tax share-based compensation (Credit) expense | $ 14 | $ 17 | $ 38 | $ 44 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of years for full vesting (in years) | 3 years | |||
Percentage of stock options vest per year | 33.33% | |||
Expiration period (in years) | 10 years | |||
Time-Based Restricted Stock/Restricted Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of years for full vesting (in years) | 4 years | |||
Time-Based Restricted Stock/Restricted Units [Member] | 2015 Non-Employee Director Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of years for full vesting (in years) | 12 months | |||
Performance-Based Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of years for full vesting (in years) | 3 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under the Plans (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of period (in shares) | 1,117,574 |
Exercised (in shares) | (21,204) |
Forfeited (in shares) | (10,399) |
Outstanding at end of period (in shares) | 1,085,971 |
Weighted Average Exercise Price Per Share [Abstract] | |
Outstanding at beginning of period (in dollars per share) | $ 71.38 |
Exercised (in dollars per share) | 62.74 |
Forfeited (in dollars per share) | 78.32 |
Outstanding at end of period (in dollars per share) | $ 71.48 |
Outstanding at end of period, Weighted Average Remaining Contractual Life in Years | 7 years 9 months 18 days |
Outstanding at end of period, Aggregate Intrinsic Value | $ 8 |
Options exercisable (in shares) | 573,620 |
Weighted average exercise price, options exercisable (in dollars per share) | $ 68.39 |
Stock-Based Compensation - Intr
Stock-Based Compensation - Intrinsic Values (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 508,728 |
Weighted Average Exercise Price | $ / shares | $ 75.04 |
Weighted Average Remaining Contractual Life (in years) | 8 years |
Intrinsic Value Per Share | $ | $ 3 |
Stock-Based Compensation - Stat
Stock-Based Compensation - Status of Unvested RSUs (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Time-Based Restricted Stock/Restricted Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance outstanding (in shares) | shares | 1,756,044 |
Granted (in shares) | shares | 417,873 |
Vested (in shares) | shares | (429,425) |
Forfeited (in shares) | shares | (75,227) |
Ending balance outstanding (in shares) | shares | 1,669,265 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance outstanding (in dollars per share) | $ 66.59 |
Granted (in dollars per share) | 77.61 |
Vested (in dollars per share) | 61.91 |
Forfeited (in dollars per share) | 71.59 |
Ending balance outstanding (in dollars per share) | 70.38 |
Aggregate intrinsic value | $ 74.25 |
Performance-Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance outstanding (in shares) | shares | 520,916 |
Granted (in shares) | shares | 382,387 |
Vested (in shares) | shares | (631,458) |
Forfeited (in shares) | shares | (55,510) |
Ending balance outstanding (in shares) | shares | 216,335 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance outstanding (in dollars per share) | $ 60.23 |
Granted (in dollars per share) | 80.65 |
Vested (in dollars per share) | 60.65 |
Forfeited (in dollars per share) | 76.82 |
Ending balance outstanding (in dollars per share) | 69.54 |
Aggregate intrinsic value | $ 74.25 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests - Components of the Change in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Components of the change in the redeemable noncontrolling interests [Abstract] | |||||
Balance, beginning of period | $ 576 | $ 613 | $ 613 | ||
Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interest in subsidiaries | (19) | (31) | |||
Increase in redeemable noncontrolling interests due to business acquisitions | 281 | 4 | |||
Net income attributable to redeemable noncontrolling interests | $ 2 | $ 10 | 11 | 19 | 21 |
Dividends declared | (13) | (21) | |||
Effect of foreign currency translation loss attributable to redeemable noncontrolling interests | (2) | $ (6) | (1) | $ (13) | (6) |
Change in fair value of redeemable securities | (14) | (4) | |||
Balance, end of period | $ 821 | $ 821 | $ 576 |
Comprehensive Income - Accumula
Comprehensive Income - Accumulated Other Comprehensive Income and Comprehensive Income Components (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Attributable to Redeemable noncontrolling interests: | |||||
Foreign currency translation adjustment | $ (38) | $ (38) | $ (37) | ||
Attributable to noncontrolling interests: | |||||
Foreign currency translation adjustment | (1) | (1) | (1) | ||
Attributable to Henry Schein, Inc.: | |||||
Foreign currency translation adjustment | (252) | (252) | (236) | ||
Unrealized gain from foreign currency hedging activities | 7 | 7 | 5 | ||
Pension adjustment loss | (2) | (2) | (2) | ||
Accumulated other comprehensive loss | (247) | (247) | (233) | ||
Total Accumulated other comprehensive loss | (286) | (286) | $ (271) | ||
Components of Comprehensive Income | |||||
Net Income (loss) | 143 | $ 162 | 419 | $ 515 | |
Foreign currency translation gain (loss) | (45) | (89) | (17) | (176) | |
Tax effect | 0 | 0 | 0 | 0 | |
Foreign currency translation gain (loss) | (45) | (89) | (17) | (176) | |
Unrealized gain (loss) from foreign currency hedging activities | 9 | 15 | 3 | 27 | |
Tax effect | (3) | (4) | (1) | (7) | |
Unrealized gain (loss) from foreign currency hedging activities | 6 | 11 | 2 | 20 | |
Pension adjustment gain | 0 | 2 | 0 | 2 | |
Tax effect | 0 | (1) | 0 | (1) | |
Pension adjustment gain | 0 | 1 | 0 | 1 | |
Comprehensive income | $ 104 | $ 85 | $ 404 | $ 360 |
Comprehensive Income - Total Co
Comprehensive Income - Total Comprehensive Income, Net of Applicable Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Comprehensive Income Net Of Applicable Taxes [Abstract] | ||||
Comprehensive income attributable to Henry Schein, Inc. | $ 100 | $ 79 | $ 384 | $ 350 |
Comprehensive income attributable to noncontrolling interests | 4 | 2 | 10 | 4 |
Comprehensive income attributable to Redeemable noncontrolling interests | 0 | 4 | 10 | 6 |
Comprehensive income | $ 104 | $ 85 | $ 404 | $ 360 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Shares used in Calculating Earnings per Share Basic and Diluted (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 130,388,353 | 135,608,678 | 130,888,717 | 136,731,413 |
Effect of dilutive securities: | ||||
Stock options and restricted stock units | 1,053,782 | 1,475,371 | 1,260,455 | 1,756,841 |
Diluted (in shares) | 131,442,135 | 137,084,049 | 132,149,172 | 138,488,254 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from EPS computation | 431,367 | 928,491 | 441,309 | 572,283 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from EPS computation | 424,005 | 482,497 | 426,237 | 310,565 |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from EPS computation | 7,362 | 445,994 | 15,072 | 261,718 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||||
Interest | $ 52 | $ 29 | ||
Income taxes | 178 | 235 | ||
Non-cash net unrealized gains related to foreign currency hedging activities | $ 9 | $ 15 | $ 3 | $ 27 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Current operating lease liabilities | $ 74 | $ 74 | $ 73 | ||
Noncurrent operating lease liabilities | 314 | $ 314 | 275 | ||
Equity Method Investee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Description of the transaction | During our normal course of business, we have interests in entities that we account for under the equity accounting method. | ||||
Other liabilities | 5 | $ 5 | 6 | ||
Due from related party | 33 | 33 | 36 | ||
Revenues | 10 | $ 13 | 33 | $ 35 | |
Purchases from related party | 1 | 1 | $ 7 | 9 | |
Internet Brands Inc [Member] | Royalty Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period covered by agreement | 10 years | ||||
Related party agreement amount | $ 31 | ||||
Operating costs and expenses | 8 | $ 8 | 23 | $ 23 | |
Other liabilities | 10 | 10 | $ 9 | ||
Employees and Minority Shareholders [Member] | |||||
Related Party Transaction [Line Items] | |||||
Current operating lease liabilities | 5 | 5 | |||
Noncurrent operating lease liabilities | $ 24 | $ 24 | |||
Employees and Minority Shareholders [Member] | Operating Lease Liabilities, Current [Member] | Related Party Concentration Risk[Member] | |||||
Related Party Transaction [Line Items] | |||||
Concentration risk percentage | 6.90% | ||||
Employees and Minority Shareholders [Member] | Operating Lease Liabilities, Non-Current [Member] | Related Party Concentration Risk[Member] | |||||
Related Party Transaction [Line Items] | |||||
Concentration risk percentage | 7.60% | ||||
Employees and Minority Shareholders [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Remaining operating lease term | 1 year | 1 year | |||
Employees and Minority Shareholders [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Remaining operating lease term | 14 years | 14 years |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 shares | |
Insider Trading Arr [Line Items] | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Arrangements During the three months ended September 30, 2023, (i) Stanley M. Bergman , the Company’s Chairman of the Board and Chief Executive Officer , on behalf of himself and a family trust for which his wife serves and (ii) James P. Breslawski , the Company’s Vice Chairman and President , each adopted 10b5-1 arrangement which is a trading plan for the future sale of securities that defense of Exchange Act Rule 10b5-1 (c), as well as the requirements of the Company’s insider trading policy. Each plan is subject to an initial “cooling off” period during which there may be no transactions date and a date that is the later of 90 days or two business days following report on Form 10-Q or Annual Report on form 10-K. September 8, 2023 , Mr. Bergman and the Bergman Family 2010 Trust #2 adopted the trading plan to sell a total of 56,886 40,152 Bergman and 16,734 prices, with a term of eight months ( i.e., through May 7, 2024). September 19, 2023 , Mr. Breslawski adopted the trading plan to sell 9,085 2024. |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Stanley M. Bergman [Member] | |
Insider Trading Arr [Line Items] | |
Name | Stanley M. Bergman |
Title | Chairman of the Board and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 8, 2023 |
Aggregate Available | 40,152 |
James P. Breslawski [Member] | |
Insider Trading Arr [Line Items] | |
Name | James P. Breslawski |
Title | Vice Chairman and President |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 19, 2023 |
Aggregate Available | 9,085 |
Bergman Family 2010 Trust #2 [Member] | |
Insider Trading Arr [Line Items] | |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 8, 2023 |
Aggregate Available | 16,734 |
Stanley M. Bergman and Bergman Family 2010 Trust #2 [Member] | |
Insider Trading Arr [Line Items] | |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 8, 2023 |
Aggregate Available | 56,886 |