EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stanley M. Bergman, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Henry Schein, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 7, 2023 | /s/ Stanley M. Bergman | |||||
| Stanley M. Bergman | ||||||
| Chairman and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Ronald N. South, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Henry Schein, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 7, 2023 | /s/ Ronald N. South | |||||
| Ronald N. South | ||||||
| Senior Vice President and | ||||||
| Chief Financial Officer | ||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Henry Schein, Inc. (the “Company”) for the period ending July 1, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stanley M. Bergman, the Chairman and Chief Executive Officer of the Company, and I, Ronald N. South, Senior Vice President and Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Stanley M. Bergman | ||||
| Dated: August 7, 2023 | Stanley M. Bergman | |||
| Chairman and Chief Executive Officer | ||||
| Dated: August 7, 2023 | /s/ Ronald N. South | |||
| Ronald N. South | ||||
| Senior Vice President and | ||||
| Chief Financial Officer | ||||
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions |
Jul. 01, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Current assets: | ||
| Accounts receivable, allowances for credit losses (in dollars) | $ 70 | $ 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) | 130,576,806 | 131,792,817 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME [Abstract] | ||||
| Net sales | $ 3,100,000,000 | $ 3,030,000,000 | $ 6,160,000,000 | $ 6,209,000,000 |
| Cost of sales | 2,125,000,000 | 2,085,000,000 | 4,219,000,000 | 4,291,000,000 |
| Gross profit | 975,000,000 | 945,000,000 | 1,941,000,000 | 1,918,000,000 |
| Operating expenses: | ||||
| Selling, general and administrative | 707,000,000 | 680,000,000 | 1,424,000,000 | 1,362,000,000 |
| Depreciation and amortization | 49,000,000 | 45,000,000 | 93,000,000 | 92,000,000 |
| Restructuring costs | 18,000,000 | 0 | 48,000,000 | 0 |
| Operating income | 201,000,000 | 220,000,000 | 376,000,000 | 464,000,000 |
| Other income (expense): | ||||
| Interest income | 3,000,000 | 2,000,000 | 6,000,000 | 4,000,000 |
| Interest expense | (19,000,000) | (8,000,000) | (33,000,000) | (15,000,000) |
| Other, net | 1,000,000 | 0 | 0 | 0 |
| Income before taxes, equity in earnings of affiliates and noncontrolling interests | 186,000,000 | 214,000,000 | 349,000,000 | 453,000,000 |
| Income taxes | (41,000,000) | (52,000,000) | (80,000,000) | (109,000,000) |
| Equity in earnings of affiliates | 3,000,000 | 5,000,000 | 7,000,000 | 9,000,000 |
| Net income | 148,000,000 | 167,000,000 | 276,000,000 | 353,000,000 |
| Less: Net income attributable to noncontrolling interests | (8,000,000) | (7,000,000) | (15,000,000) | (12,000,000) |
| Net income attributable to Henry Schein, Inc. | $ 140,000,000 | $ 160,000,000 | $ 261,000,000 | $ 341,000,000 |
| Earnings per share attributable to Henry Schein, Inc.: | ||||
| Basic (in dollars per share) | $ 1.07 | $ 1.17 | $ 1.99 | $ 2.49 |
| Diluted (in dollars per share) | $ 1.06 | $ 1.16 | $ 1.97 | $ 2.46 |
| Weighted-average common shares outstanding: | ||||
| Basic (in shares) | 130,905,899 | 137,350,488 | 131,136,450 | 137,323,076 |
| Diluted (in shares) | 131,873,174 | 138,869,064 | 132,465,749 | 139,055,205 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
| Net income | $ 148 | $ 167 | $ 276 | $ 353 |
| Other comprehensive income (loss), net of tax: | ||||
| Foreign currency translation gain (loss) | 3 | (90) | 28 | (87) |
| Unrealized gain (loss) from foreign currency hedging activities | (1) | 8 | (4) | 9 |
| Other comprehensive income (loss), net of tax | 2 | (82) | 24 | (78) |
| Comprehensive income | 150 | 85 | 300 | 275 |
| Less: Comprehensive income attributable to noncontrolling interests: | ||||
| Net income | (8) | (7) | (15) | (12) |
| Foreign currency translation loss (gain) | 1 | 9 | (1) | 8 |
| Comprehensive (income) loss attributable to noncontrolling interests | (7) | 2 | (16) | (4) |
| Comprehensive income attributable to Henry Schein, Inc. | $ 143 | $ 87 | $ 284 | $ 271 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
Dec. 31, 2022 |
|
| Net income attributable to redeemable noncontrolling interests | $ 5 | $ 5 | $ 9 | $ 9 | $ 21 |
| Foreign currency translation gain (loss) attributable to redeemable noncontrolling interests | (1) | (8) | 1 | 7 | $ (6) |
| Unrealized gain (loss) from foreign currency hedging activities, tax (benefit) | $ (1) | $ 2 | $ (2) | $ 3 | |
Basis of Presentation |
6 Months Ended |
|---|---|
Jul. 01, 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 financial 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 the 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 statements revenues and expenses during the reporting period. operations for the three and six months ended July 1, 2023 are not necessarily expected for any other interim period or for the year ending December Our condensed consolidated financial statements reflect estimates and other things, our goodwill, long-lived asset and definite-lived intangible investment valuation; assessment of the annual effective tax rate; valuation of tax contingencies; the allowance for doubtful accounts; hedging activity; compensation cost for certain share-based performance awards and cash bonus assumptions. 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. July 1, 2023 and December 31, 2022, certain trade accounts receivable that this VIE were $ 78 327 recourse to us were $ 60 255 |
Critical Accounting Policies and Recently Issued Accounting Standards |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Critical Accounting Policies and Recently Issued Accounting Standards [Abstract] | |
| Critical Accounting Policies and Recently Issued Accounting Standards | Note 2 – Critical Accounting Policies and Recently Issued Accounting Critical Accounting Policies There have been no material changes in our critical accounting policies as compared to the critical accounting policies described in Item 7 of our Annual ended December 31, 2022. 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. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” which extends the period of application of temporary optional expedients from December 21, 2022 to December 31, 2024. material impact on our condensed consolidated financial statements. |
Net Sales from Contracts with Customers |
6 Months Ended |
|---|---|
Jul. 01, 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 Six Months Ended July 1, 2023 July 1, 2023 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,169 $ 788 $ 1,957 $ 2,313 $ 1,542 $ 3,855 Medical 925 25 950 1,876 45 1,921 Total health care distribution 2,094 813 2,907 4,189 1,587 5,776 Technology 168 25 193 334 50 384 Total net sales $ 2,262 $ 838 $ 3,100 $ 4,523 $ 1,637 $ 6,160 Three Months Ended Six Months Ended June 25, 2022 June 25, 2022 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,124 $ 729 $ 1,853 $ 2,229 $ 1,452 $ 3,681 Medical 977 19 996 2,127 41 2,168 Total health care distribution 2,101 748 2,849 4,356 1,493 5,849 Technology 158 23 181 314 46 360 Total net sales $ 2,259 $ 771 $ 3,030 $ 4,670 $ 1,539 $ 6,209 Deferred Revenue During the six months ended July 1, 2023, we recognized in net sales $ 56 previously deferred at December 31, 2022. 86 million was reported in accrued expenses: other, and $ 8 reported in other liabilities. 86 million and $ 9 |
Segment Data |
6 Months Ended |
|---|---|
Jul. 01, 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 Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Net Sales: Health care distribution (1) Dental $ 1,957 $ 1,853 $ 3,855 $ 3,681 Medical 950 996 1,921 2,168 Total health care distribution 2,907 2,849 5,776 5,849 Technology (2) 193 181 384 360 Total $ 3,100 $ 3,030 $ 6,160 $ 6,209 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 Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Operating Income: Health care distribution $ 166 $ 189 $ 311 $ 400 Technology 35 31 65 64 Total $ 201 $ 220 $ 376 $ 464 |
Business Acquisitions |
6 Months Ended |
|---|---|
Jul. 01, 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, projected 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, our 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. The accounting for certain of our acquisitions during the year ended December several areas, including but not limited to pending assessments of intangible assets and liabilities. recorded in our condensed consolidated statements of income relating to acquired, liabilities assumed and contingent consideration assets and liabilities. 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, and innovative digital dental has several important solutions, including Nemotec, a comprehensive, software using open architecture that connects disparate medical devices offering greater diagnostic accuracy and an improved patient experience. software with Henry Schein One’s industry-leading practice management software solutions will help customers streamline their clinical as well as administrative workflow for the ultimate 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 $ 78 Intangible assets 119 Other noncurrent assets 76 Current liabilities (50) Long-term debt (90) Deferred income taxes (38) Other noncurrent liabilities (16) Total identifiable 79 Goodwill 344 Total net assets acquired $ 423 Goodwill is a result of expected synergies that are expected to originate from the growth potential of Biotech Dental. 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. valuation specialists to prepare appraisals. We will finalize the amounts recognized as the information necessary complete the analysis is obtained. We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date. The pro forma financial information has not been presented because the during the three and six months ended July 1, 2023 was immaterial to our condensed statements. Other 2023 Acquisitions During the six months ended July 1, 2023, we acquired companies within and medical distribution segments. 51 % to 100 %. The following table aggregates paid and net assets acquired for these acquisitions during the six months 2023 Acquisition consideration: Cash $ 68 Deferred consideration 4 Estimated fair value of contingent consideration payable 3 Fair value of previously held equity method investment 29 Redeemable noncontrolling interests 31 Total consideration $ 135 Identifiable assets acquired and liabilities assumed: Current assets $ 21 Intangible assets 58 Other noncurrent assets 7 Current liabilities (11) Deferred income taxes (9) Other noncurrent liabilities (10) Total identifiable 56 Goodwill 79 Total net assets acquired $ 135 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 our affiliate, we recognized $ 18 cash flow model based on Level 3 inputs, as defined in The following table summarizes the preliminary identifiable intangible assets July 1, 2023 and their estimated useful lives as of the date of the acquisition: 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 33 2 - 12 Trademarks/ Tradenames 6 5 - 10 Non-compete agreements 2 5 Product development 7 7 Patents 1 10 Other 9 5 Total $ 58 The pro forma financial information has not been presented because the and six months ended July 1, 2023 was immaterial to our condensed consolidated Acquisition Costs During the six months ended July 1, 2023 and June 25, 2022 we 13 3 in acquisition costs. |
Fair Value Measurements |
6 Months Ended |
|---|---|
Jul. 01, 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 paid 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 highest in active markets for identical assets or liabilities (Level 1) and the lowest priority The three levels of the fair value hierarchy are described as follows: • measurement date. • either directly or indirectly. quoted prices for identical or similar assets or liabilities in markets prices that are observable for the asset or liability; and inputs that are derived observable market data by correlation or other means. • The following section describes the fair values of our financial instruments measure their fair values. Investments and notes receivable There are no quoted market prices available for investments in unconsolidated 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 July 1, 2023 and December 31, 2022 was estimated at $ 1,524 1,149 debt include market conditions, such as interest rates and credit spreads. Derivative contracts Derivative contracts are valued using quoted market prices and derivative instruments to minimize our exposure to fluctuations in foreign instruments primarily include foreign currency forward agreements related forecasted inventory purchase commitments with foreign suppliers, portion of our euro-denominated foreign operations which are designated return swap for the purpose of economically hedging our unfunded plan and our deferred compensation plan. The fair values for the majority of our foreign currency derivative contracts are rate to a published forward price of the underlying market rates, which transactions and are classified within Level 2 of the fair value hierarchy. 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 July 1, 2023 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 21 $ - $ 21 Derivative contracts undesignated - 4 - 4 Total return - 3 - 3 Total assets $ - $ 28 $ - $ 28 Liabilities: Derivative contracts designated as hedges $ - $ 3 $ - $ 3 Derivative contracts undesignated - 3 - 3 Total liabilities $ - $ 6 $ - $ 6 Redeemable noncontrolling interests $ - $ - $ 820 $ 820 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 |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Debt [Abstract] | |
| Debt | Note 7 – Debt Bank Credit Lines Bank credit lines consisted of the following: July 1, December 31, 2023 2022 Revolving credit agreement $ 250 $ - Other short-term bank credit lines 75 103 Total $ 325 $ 103 Revolving Credit Agreement On August 20, 2021 , we entered into a $ 1.0 which matures on August 20, 2026 . plus a spread based on our leverage ratio at the end of each financial rate on borrowings under this revolving credit agreement was 5.25 % plus 0.80 %, for a combined rate of 6.05 %. The Revolving Credit Agreement requires, among other things, that we Additionally, the Revolving Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated significant corporate changes (including mergers), dispositions and certain restrictive 2023 and December 31, 2022, we had $ 250 0 credit facility. 9 9 respectively, provided to third parties under this credit facility. On July 11, 2023, we amended and restated the Revolving Credit Agreement to, among other maturity date to July 11, 2028 and update the interest rate provisions to reflect the current market multicurrency facility. Financing Rate (“Term SOFR”) plus a spread based on our leverage ratio at the end of each financial reporting quarter (effective June 30, 2023). Other Short-Term Bank Credit As of July 1, 2023 and December 31, 2022, we had various other short-term currencies, with a maximum borrowing capacity of $ 426 402 and December 31, 2022, $ 75 103 December 31, 2022, borrowings under all of these credit lines had a weighted 12.09 % and 10.11 %, respectively. Long-term debt Long-term debt consisted of the following: July 1, December 31, 2023 2022 Private placement facilities $ 1,074 $ 699 U.S. trade accounts receivable securitization 60 330 Various in varying installments through 2023 at interest rates ranging from 0.00 % to 9.42 % at July 1, 2023 and ranging from 0.00 % to 3.50 % at December 31, 2022 49 7 Finance lease obligations 16 10 Total 1,199 1,046 Less current maturities (66) (6) Total long-term debt $ 1,133 $ 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 July 1, 2023 are presented in the following table: Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date January 20, 2012 $ 50 3.45 % January 20, 2024 December 24, 2012 50 3.00 December 24, 2024 June 16, 2017 100 3.42 June 16, 2027 September 15, 2017 100 3.52 September 15, 2029 January 2, 2018 100 3.32 January 2, 2028 September 2, 2020 100 2.35 September 2, 2030 June 2, 2021 100 2.48 June 2, 2031 June 2, 2021 100 2.58 June 2, 2033 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 July 1, 2023 and December 31, 2022, the borrowings outstanding 60 million and $ 330 based on the asset-backed commercial paper rate of 5.38 % plus 0.75 %, for a combined rate of 6.13 %. December 31, 2022, the interest rate on borrowings under this facility was 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. new credit facility for working capital and general corporate purposes, expenditures, the repurchase of the Company’s capital stock and permitted refinancing of existing debt, as well as for funding potential acquisitions. certain 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 |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Income Taxes [Abstract] | |
| Income Taxes | Note 8 – Income Taxes For the six months ended July 1, 2023 our effective tax rate was 22.8 %, compared to 23.9 % for the prior year period. foreign income taxes and interest expense. The total amount of unrecognized tax benefits, which are included in consolidated balance sheets, as of July 1, 2023 and December 31, 2022 was 103 94 respectively, of which $ 88 80 It is possible that the amount of unrecognized tax benefits will change 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 $ 1 0 months ended June 25, 2022. 14 million as of July 1, 2023 and $ 12 the periods presented were not material to our condensed consolidated financial |
Plan of Restructuring |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Plan of Restructuring [Abstract] | |
| Plan of Restructuring | Note 9 – 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 and six months ended July 1, 2023, we recorded restructuring 18 48 respectively. accelerated amortization of right-of-use lease assets and fixed assets, and other restructuring costs for the six months ended July 1, 2023 were unprofitable U.S. business initiated during 2022 and completed during Restructuring costs recorded for the three and six months ended July 1, no Three Months Ended July 1, 2023 Health-Care Distribution Technology Value-Added Services Total Severance and employee-related costs $ 13 $ 1 $ 14 Accelerated depreciation and amortization 2 1 3 Exit and other related costs 1 - 1 Total restructuring $ 16 $ 2 $ 18 Six Months Ended July 1, 2023 Health-Care Distribution Technology Value-Added Services Total Severance and employee-related costs $ 30 $ 4 $ 34 Accelerated depreciation and amortization 9 1 10 Exit and other related costs 2 1 3 Loss on disposal of a business 1 - 1 Total restructuring $ 42 $ 6 $ 48 The following table summarizes, restructuring initiatives of July 1, 2023 is included in accrued expenses: other within our condensed related to exited leased facilities are recorded within our current and non-current our condensed consolidated balance sheet. Technology Health Care Value-Added Distribution Services Total Balance, December 31, 2022 $ 21 $ 3 $ 24 Restructuring costs 42 6 48 Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets (9) (1) (10) Cash payments and other adjustments (24) (5) (29) Balance, July 1, 2023 $ 30 $ 3 $ 33 |
Legal Proceedings |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Legal Proceedings [Abstract] | |
| Legal Proceedings | Note 10 – 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 their in the supply chain (including Henry Schein, Inc. and its affiliated companies) reaped or otherwise failing to monitor appropriately and restrict the improper 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 38 for a jury trial in May 2025. 12.6 operations, sales of opioids represented less than two-tenths 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 from 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 July 1, 2023, we had accrued our best estimate of potential losses relating result in liability and for which we were able to reasonably estimate a expenses, was not material to our financial position, results of operations determining estimated losses considers currently available factors, including probable recoveries from third parties. |
Stock-Based Compensation |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Stock-Based Compensation [Abstract] | |
| Stock-Based Compensation | Note 11 – Stock-Based Compensation Stock-based awards are provided to certain employees under the terms of non-employee directors under the terms of our 2015 Non-Employee Director “Plans”). “Compensation Committee”). form of time-based and performance-based restricted stock units (“RSUs”) in which non-qualified stock options were issued in place of performance-based based and performance-based RSUs, as well as non-qualified stock granting our employees equity-based awards solely in the form of time-based non-employee directors receive equity-based awards solely in the form 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 as Stock options are awards that allow the recipient to purchase shares of our vesting of the stock options. date of grant. one-third service, subject to the terms and conditions of the 2020 Stock Incentive Plan, three years grant date and have a contractual term of ten years upon certain events. We estimated the fair value of stock options using the Black-Scholes valuation model. ended July 1, 2023 we did no t grant any stock options. Our accompanying condensed consolidated statements of income reflect of $ 14 11 24 19 July 1, 2023, respectively. compensation expense of $ 15 12 27 21 Total unrecognized compensation cost related to unvested awards as of July 1, 2023 was $ 107 expected to be recognized over a weighted-average period of approximately 2.4 Our accompanying condensed consolidated statements of cash flows present as an adjustment to reconcile net income to net cash provided by operating the accompanying consolidated statements of cash flows, there were no excess of recognized compensation as a cash inflow from financing and June 25, 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 events reasonableness of the original estimates of fair value made by us. The following table summarizes the stock option activity during the six months 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 (17,905) 62.71 Forfeited (7,541) 78.22 Outstanding at end of period 1,092,128 $ 71.48 8.1 $ 12 Options exercisable at end of period 568,623 $ 68.25 Weighted Average Weighted Average Aggregate Number of Exercise Remaining Contractual Intrinsic Options Price Life (in years) Value Vested 517,576 $ 75.12 8.3 $ 4 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 407,570 77.70 530,224 78.38 Vested (406,604) 61.66 (630,294) 60.64 Forfeited (54,420) 71.07 (49,524) 76.09 Outstanding at end of period 1,702,590 $ 70.34 $ 81.10 371,322 $ 69.62 $ 81.10 |
Redeemable Noncontrolling Interests |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Redeemable Noncontrolling Interests [Abstract] | |
| Redeemable Noncontrolling Interests | Note 12 – Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, their ownership interest in those entities at fair value. applicable for noncontrolling interests where we are or may be required outstanding interest in a consolidated subsidiary from the noncontrolling option contained in contractual agreements. interests for the six months ended July 1, 2023 and the year ended December following table: July 1, December 31, 2023 2022 Balance, beginning of period $ 576 $ 613 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (13) (31) Increase in redeemable noncontrolling interests due to business acquisitions 240 4 Net income attributable to redeemable noncontrolling interests 9 21 Dividends declared (7) (21) Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests 1 (6) Change in fair value of redeemable securities 14 (4) Balance, end of period $ 820 $ 576 |
Comprehensive Income |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Comprehensive Income [Abstract] | |
| Comprehensive Income | Note 13 – 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 July 1, December 31, 2023 2022 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ (36) $ (37) Attributable to noncontrolling interests: Foreign currency translation adjustment $ (1) $ (1) Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (209) $ (236) Unrealized gain from foreign currency hedging activities 1 5 Pension adjustment loss (2) (2) Accumulated other comprehensive loss $ (210) $ (233) Total Accumulated $ (247) $ (271) The following table summarizes the components of comprehensive income, net Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Net income $ 148 $ 167 $ 276 $ 353 Foreign currency translation gain (loss) 3 (90) 28 (87) Tax effect - - - - Foreign currency translation gain (loss) 3 (90) 28 (87) Unrealized gain (loss) from foreign currency hedging (2) 10 (6) 12 Tax effect 1 (2) 2 (3) Unrealized gain (loss) from foreign currency hedging (1) 8 (4) 9 Comprehensive income $ 150 $ 85 $ 300 $ 275 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 gain (loss) during the six months ended 2022 was primarily due to changes in foreign currency exchange rates of Canadian Dollar, Euro, Australian Dollar, Chinese Yuan, The following table summarizes our total comprehensive income, net of Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Comprehensive income attributable to Henry Schein, Inc. $ 143 $ 87 $ 284 $ 271 Comprehensive income attributable to noncontrolling interests 3 1 6 2 Comprehensive income (loss) attributable to redeemable noncontrolling interests 4 (3) 10 2 Comprehensive income $ 150 $ 85 $ 300 $ 275 |
Earnings Per Share |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Earnings Per Share [Abstract] | |
| Earnings Per Share | Note 14 Earnings Per Share Basic earnings per share is computed by dividing net income attributable average number of common shares outstanding for the period. to basic earnings per share, except that it reflects the effect of common shares issuable and upon exercise of stock options using the treasury stock method A reconciliation of shares used in calculating earnings per basic and Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Basic 130,905,899 137,350,488 131,136,450 137,323,076 Effect of dilutive securities: Stock options and restricted stock units 967,275 1,518,576 1,329,299 1,732,129 Diluted 131,873,174 138,869,064 132,465,749 139,055,205 The number of antidilutive securities that were excluded from the calculation shares outstanding are as follows: Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Stock options 426,002 423,786 427,355 250,226 Restricted stock units 19,405 51,453 19,405 226,203 Total anti-dilutive computation 445,407 475,239 446,760 476,429 |
Supplemental Cash Flow Information |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Supplemental Cash Flow information [Abstract] | |
| Supplemental Cash Flow Information | Note 15 – Supplemental Cash Flow Information Cash paid for interest and income taxes was: Six Months Ended July 1, June 25, 2023 2022 Interest $ 32 $ 17 Income taxes 118 165 During the six months ended July 1, 2023 and June 25, 2022, we had (6) 12 unrealized gains (losses) related to foreign currency hedging activities, respectively. |
Related Party Transactions |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 16 – Related Party Transactions In connection with the formation of Henry Schein One, LLC, our joint venture formed on July 1, 2018, we entered into a ten-year Internet Brands approximately $ 31 six months ended July 1, 2023, we recorded $ 8 16 related to this royalty agreement. 8 and $ 16 December 31, 2022, Henry Schein One, LLC had a net payable balance due 10 $ 9 components of this payable are recorded within accrued expenses: other, within our condensed consolidated balance sheets. 27 Internet Brands, which was paid subsequent to July 1, 2023. During our normal course of business, we have interests in entities that we account for under the equity accounting method. 11 23 respectively, to such entities. 11 million and $ 23 purchased $ 3 5 25, 2022, we purchased $ 3 6 31, 2022, we had an aggregate of $ 33 36 5 million and $ 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. 6 million and $ 25 7.6 % and 9.0 % of the total current and non- current operating lease liabilities. |
Critical Accounting Policies and Recently Issued Accounting Standards (Policy) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Critical Accounting Policies and Recently Issued Accounting Standards [Abstract] | |
| Accounting Pronouncements Adopted and Recently Issued Accounting Standards | 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. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” which extends the period of application of temporary optional expedients from December 21, 2022 to December 31, 2024. material impact on our condensed consolidated financial statements. |
Net Sales from Contracts with Customers (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Net Sales from Contracts with Customers [Abstract] | |
| Disaggregation of Revenue | Three Months Ended Six Months Ended July 1, 2023 July 1, 2023 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,169 $ 788 $ 1,957 $ 2,313 $ 1,542 $ 3,855 Medical 925 25 950 1,876 45 1,921 Total health care distribution 2,094 813 2,907 4,189 1,587 5,776 Technology 168 25 193 334 50 384 Total net sales $ 2,262 $ 838 $ 3,100 $ 4,523 $ 1,637 $ 6,160 Three Months Ended Six Months Ended June 25, 2022 June 25, 2022 North America International Global North America International Global Net sales: Health care distribution Dental $ 1,124 $ 729 $ 1,853 $ 2,229 $ 1,452 $ 3,681 Medical 977 19 996 2,127 41 2,168 Total health care distribution 2,101 748 2,849 4,356 1,493 5,849 Technology 158 23 181 314 46 360 Total net sales $ 2,259 $ 771 $ 3,030 $ 4,670 $ 1,539 $ 6,209 |
Segment Data (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Segment Data [Abstract] | |
| Business segment information | Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Net Sales: Health care distribution (1) Dental $ 1,957 $ 1,853 $ 3,855 $ 3,681 Medical 950 996 1,921 2,168 Total health care distribution 2,907 2,849 5,776 5,849 Technology (2) 193 181 384 360 Total $ 3,100 $ 3,030 $ 6,160 $ 6,209 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 Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Operating Income: Health care distribution $ 166 $ 189 $ 311 $ 400 Technology 35 31 65 64 Total $ 201 $ 220 $ 376 $ 464 |
Business Acquisitions (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| 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 $ 78 Intangible assets 119 Other noncurrent assets 76 Current liabilities (50) Long-term debt (90) Deferred income taxes (38) Other noncurrent liabilities (16) Total identifiable 79 Goodwill 344 Total net assets acquired $ 423 |
| 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 $ 68 Deferred consideration 4 Estimated fair value of contingent consideration payable 3 Fair value of previously held equity method investment 29 Redeemable noncontrolling interests 31 Total consideration $ 135 Identifiable assets acquired and liabilities assumed: Current assets $ 21 Intangible assets 58 Other noncurrent assets 7 Current liabilities (11) Deferred income taxes (9) Other noncurrent liabilities (10) Total identifiable 56 Goodwill 79 Total net assets acquired $ 135 |
| Summary of Identifiable Intangible Assets Acquired and Estimated Useful Lives | 2023 Estimated Useful Lives (in years) Customer relationships and lists $ 33 2 - 12 Trademarks/ Tradenames 6 5 - 10 Non-compete agreements 2 5 Product development 7 7 Patents 1 10 Other 9 5 Total $ 58 |
Fair Value Measurements (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Fair Value Measurements [Abstract] | |
| Fair value - assets and liabilities measured and recognized on a recurring basis | July 1, 2023 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 21 $ - $ 21 Derivative contracts undesignated - 4 - 4 Total return - 3 - 3 Total assets $ - $ 28 $ - $ 28 Liabilities: Derivative contracts designated as hedges $ - $ 3 $ - $ 3 Derivative contracts undesignated - 3 - 3 Total liabilities $ - $ 6 $ - $ 6 Redeemable noncontrolling interests $ - $ - $ 820 $ 820 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) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Debt [Abstract] | |
| Schedule of Bank Credit Lines | July 1, December 31, 2023 2022 Revolving credit agreement $ 250 $ - Other short-term bank credit lines 75 103 Total $ 325 $ 103 |
| Schedule of Long-Term Debt | July 1, December 31, 2023 2022 Private placement facilities $ 1,074 $ 699 U.S. trade accounts receivable securitization 60 330 Various in varying installments through 2023 at interest rates ranging from 0.00 % to 9.42 % at July 1, 2023 and ranging from 0.00 % to 3.50 % at December 31, 2022 49 7 Finance lease obligations 16 10 Total 1,199 1,046 Less current maturities (66) (6) Total long-term debt $ 1,133 $ 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 (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Plan of Restructuring [Abstract] | |
| Schedule of Restructuring Costs | Three Months Ended July 1, 2023 Health-Care Distribution Technology Value-Added Services Total Severance and employee-related costs $ 13 $ 1 $ 14 Accelerated depreciation and amortization 2 1 3 Exit and other related costs 1 - 1 Total restructuring $ 16 $ 2 $ 18 Six Months Ended July 1, 2023 Health-Care Distribution Technology Value-Added Services Total Severance and employee-related costs $ 30 $ 4 $ 34 Accelerated depreciation and amortization 9 1 10 Exit and other related costs 2 1 3 Loss on disposal of a business 1 - 1 Total restructuring $ 42 $ 6 $ 48 |
| Schedule of Restructuring Reserve by Segment | Technology Health Care Value-Added Distribution Services Total Balance, December 31, 2022 $ 21 $ 3 $ 24 Restructuring costs 42 6 48 Non-cash asset impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets (9) (1) (10) Cash payments and other adjustments (24) (5) (29) Balance, July 1, 2023 $ 30 $ 3 $ 33 |
Stock-Based Compensation (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 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 (17,905) 62.71 Forfeited (7,541) 78.22 Outstanding at end of period 1,092,128 $ 71.48 8.1 $ 12 Options exercisable at end of period 568,623 $ 68.25 |
| Intrinsic Values | Weighted Average Weighted Average Aggregate Number of Exercise Remaining Contractual Intrinsic Options Price Life (in years) Value Vested 517,576 $ 75.12 8.3 $ 4 |
| 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 407,570 77.70 530,224 78.38 Vested (406,604) 61.66 (630,294) 60.64 Forfeited (54,420) 71.07 (49,524) 76.09 Outstanding at end of period 1,702,590 $ 70.34 $ 81.10 371,322 $ 69.62 $ 81.10 |
Redeemable Noncontrolling Interests (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Redeemable Noncontrolling Interests [Abstract] | |
| Components of the Change in Redeemable Noncontrolling Interests | July 1, December 31, 2023 2022 Balance, beginning of period $ 576 $ 613 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (13) (31) Increase in redeemable noncontrolling interests due to business acquisitions 240 4 Net income attributable to redeemable noncontrolling interests 9 21 Dividends declared (7) (21) Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests 1 (6) Change in fair value of redeemable securities 14 (4) Balance, end of period $ 820 $ 576 |
Comprehensive Income (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Comprehensive Income [Abstract] | |
| Accumulated Other Comprehensive Loss Net of Applicable Taxes | July 1, December 31, 2023 2022 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ (36) $ (37) Attributable to noncontrolling interests: Foreign currency translation adjustment $ (1) $ (1) Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (209) $ (236) Unrealized gain from foreign currency hedging activities 1 5 Pension adjustment loss (2) (2) Accumulated other comprehensive loss $ (210) $ (233) Total Accumulated $ (247) $ (271) |
| Components of Comprehensive Income, Net of Applicable Taxes | Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Net income $ 148 $ 167 $ 276 $ 353 Foreign currency translation gain (loss) 3 (90) 28 (87) Tax effect - - - - Foreign currency translation gain (loss) 3 (90) 28 (87) Unrealized gain (loss) from foreign currency hedging (2) 10 (6) 12 Tax effect 1 (2) 2 (3) Unrealized gain (loss) from foreign currency hedging (1) 8 (4) 9 Comprehensive income $ 150 $ 85 $ 300 $ 275 |
| Total Comprehensive Income, Net of Applicable Taxes | Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Comprehensive income attributable to Henry Schein, Inc. $ 143 $ 87 $ 284 $ 271 Comprehensive income attributable to noncontrolling interests 3 1 6 2 Comprehensive income (loss) attributable to redeemable noncontrolling interests 4 (3) 10 2 Comprehensive income $ 150 $ 85 $ 300 $ 275 |
Earnings Per Share (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Earnings Per Share [Abstract] | |
| Reconciliation of Shares used in Calculating Earnings per Share Basic and Diluted | Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Basic 130,905,899 137,350,488 131,136,450 137,323,076 Effect of dilutive securities: Stock options and restricted stock units 967,275 1,518,576 1,329,299 1,732,129 Diluted 131,873,174 138,869,064 132,465,749 139,055,205 |
| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Stock options 426,002 423,786 427,355 250,226 Restricted stock units 19,405 51,453 19,405 226,203 Total anti-dilutive computation 445,407 475,239 446,760 476,429 |
Supplemental Cash Flow Information (Tables) |
6 Months Ended |
|---|---|
Jul. 01, 2023 | |
| Supplemental Cash Flow information [Abstract] | |
| Cash paid for interest and income taxes | Six Months Ended July 1, June 25, 2023 2022 Interest $ 32 $ 17 Income taxes 118 165 |
Basis of Presentation - Narrative (Details) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions |
Jul. 01, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Asset Pledged as Collateral [Member] | ||
| Pledged assets | $ 78 | $ 327 |
| Recourse [Member] | ||
| Liabilities of VIE | $ 60 | $ 255 |
Net Sales from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions |
6 Months Ended | |
|---|---|---|
Jul. 01, 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 | $ 56 |
Segment Data (Details) $ in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
|
Jul. 01, 2023
USD ($)
countries
|
Jun. 25, 2022
USD ($)
|
Jul. 01, 2023
USD ($)
segments
countries
|
Jun. 25, 2022
USD ($)
|
|
| Segment Data [Abstract] | ||||
| Number of reportable segments | segments | 2 | |||
| Segment Reporting Information [Line Items] | ||||
| Net sales | $ 3,100 | $ 3,030 | $ 6,160 | $ 6,209 |
| Operating income | 201 | 220 | 376 | 464 |
| Health Care Distribution [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | 2,907 | 2,849 | 5,776 | 5,849 |
| Operating income | $ 166 | 189 | $ 311 | 400 |
| Number of countries served globally | countries | 33 | 33 | ||
| Health Care Distribution [Member] | Dental [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | $ 1,957 | 1,853 | $ 3,855 | 3,681 |
| Health Care Distribution [Member] | Medical [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | 950 | 996 | 1,921 | 2,168 |
| Technology and Value-Added Services [Member] | ||||
| Segment Reporting Information [Line Items] | ||||
| Net sales | 193 | 181 | 384 | 360 |
| Operating income | $ 35 | $ 31 | $ 65 | $ 64 |
Debt - Revolving Credit Agreement Narrative (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Jul. 01, 2023 |
Dec. 31, 2022 |
|
| Revolving Credit Agreement [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Line of credit initiation date | Aug. 20, 2021 | |
| Credit facility borrowing capacity | $ 1,000,000,000.0 | |
| Credit facility expiration date | Aug. 20, 2026 | |
| Line of credit interest rate | 5.25% | |
| Line of credit combined interest rate | 6.05% | |
| Debt instrument, basis spread on variable rate | 0.80% | |
| Borrowings | $ 250,000,000 | $ 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 | $ 426,000,000 | $ 402,000,000 |
Debt - Other Short-Term Bank Credit Lines Narrative (Details) - USD ($) |
Jul. 01, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Line of Credit Facility [Line Items] | ||
| Bank credit lines | $ 325,000,000 | $ 103,000,000 |
| Other Short-Term Credit Lines [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Credit facility borrowing capacity | 426,000,000 | 402,000,000 |
| Bank credit lines | $ 75,000,000 | $ 103,000,000 |
| Weighted average interest rate on borrowings under credit lines at period end | 12.09% | 10.11% |
Debt - Private Placement Facilities Narrative (Details) - Private Placement Facilities [Member] |
6 Months Ended |
|---|---|
|
Jul. 01, 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 Receivable Securitization Narrative (Details) - U.S. Trade Accounts Receivable Securitization [Member] |
6 Months Ended | 12 Months Ended |
|---|---|---|
|
Jul. 01, 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 | $ 60,000,000 | $ 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 | 6.13% | 5.33% |
| Debt instrument, variable rate basis at period end | 5.38% | 4.58% |
| Debt instrument, basis spread on variable rate | 0.75% | 0.75% |
Debt - Term Loan Narrative (Details) - Subsequent Event [Member] - Term Credit Agreement [Member] |
Jul. 11, 2023
USD ($)
|
|---|---|
| Line of Credit Facility [Line Items] | |
| Debt face amount | $ 750,000,000 |
| Debt term (in years) | 3 years |
Debt - Schedule of Bank Credit Lines (Details) - USD ($) $ in Millions |
Jul. 01, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Line of Credit Facility [Line Items] | ||
| Bank Credit lines | $ 325 | $ 103 |
| Revolving Credit Agreement [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Bank Credit lines | 250 | 0 |
| Other Short-Term Credit Lines [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Bank Credit lines | $ 75 | $ 103 |
Income Taxes - Narrative (Details) - USD ($) $ in Millions |
6 Months Ended | ||
|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Dec. 31, 2022 |
|
| Income Tax Examination [Line Items] | |||
| Effective tax rate | 22.80% | 23.90% | |
| Tax interest expense (credit) | $ 1 | $ 0 | |
| Other Liabilities [Member] | |||
| Income Tax Examination [Line Items] | |||
| Unrecognized tax benefits | 103 | $ 94 | |
| Unrecognized tax benefits that would affect the effective tax rate if recognized | 88 | 80 | |
| Total interest | $ 14 | $ 12 | |
Plan of Restructuring - Narrative (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| Restructuring Cost and Reserve [Line Items] | ||||
| Restructuring costs | $ 18,000,000 | $ 0 | $ 48,000,000 | $ 0 |
Legal Proceedings - Narrative (Details) $ in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
|
Jul. 01, 2023
USD ($)
claims
|
Jun. 25, 2022
USD ($)
|
Jul. 01, 2023
USD ($)
claims
|
Jun. 25, 2022
USD ($)
|
|
| Loss Contingency, Information about Litigation Matters [Abstract] | ||||
| Revenues | $ 3,100 | $ 3,030 | $ 6,160 | $ 6,209 |
| 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 | 38 | |||
Stock-Based Compensation - Intrinsic Values (Details) $ / shares in Units, $ in Millions |
6 Months Ended |
|---|---|
|
Jul. 01, 2023
USD ($)
$ / shares
shares
| |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
| Number of Options | shares | 517,576 |
| Weighted Average Exercise Price | $ / shares | $ 75.12 |
| Weighted Average Remaining Contractual Life (in years) | 8 years 3 months 18 days |
| Intrinsic Value Per Share | $ | $ 4 |
Redeemable Noncontrolling Interests - Components of the Change in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 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 interesta in subsidiaries | (13) | (31) | |||
| Increase in redeemable noncontrolling interests due to business acquisitions | 240 | 4 | |||
| Net income attributable to redeemable noncontrolling interests | $ 5 | $ 5 | 9 | 9 | 21 |
| Dividends declared | (7) | (21) | |||
| Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests | (1) | $ (8) | 1 | $ 7 | (6) |
| Change in fair value of redeemable securities | 14 | (4) | |||
| Balance, end of period | $ 820 | $ 820 | $ 576 | ||
Comprehensive Income - Total Comprehensive Income, Net of Applicable Taxes (Details) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| Comprehensive Income Net Of Applicable Taxes [Abstract] | ||||
| Comprehensive income attributable to Henry Schein, Inc. | $ 143 | $ 87 | $ 284 | $ 271 |
| Comprehensive income attributable to noncontrolling interests | 3 | 1 | 6 | 2 |
| Comprehensive income attributable to Redeemable noncontrolling interests | 4 | (3) | 10 | 2 |
| Comprehensive income | $ 150 | $ 85 | $ 300 | $ 275 |
Earnings Per Share - Reconciliation of Shares used in Calculating Earnings per Share Basic and Diluted (Details) - shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| Weighted-average common shares outstanding: | ||||
| Basic (in shares) | 130,905,899 | 137,350,488 | 131,136,450 | 137,323,076 |
| Effect of dilutive securities: | ||||
| Stock options and restricted stock units | 967,275 | 1,518,576 | 1,329,299 | 1,732,129 |
| Diluted (in shares) | 131,873,174 | 138,869,064 | 132,465,749 | 139,055,205 |
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
| Anti-dilutive securities excluded from EPS computation | 445,407 | 475,239 | 446,760 | 476,429 |
| Stock Options [Member] | ||||
| Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
| Anti-dilutive securities excluded from EPS computation | 426,002 | 423,786 | 427,355 | 250,226 |
| Restricted Stock Units [Member] | ||||
| Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
| Anti-dilutive securities excluded from EPS computation | 19,405 | 51,453 | 19,405 | 226,203 |
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jul. 01, 2023 |
Jun. 25, 2022 |
Jul. 01, 2023 |
Jun. 25, 2022 |
|
| Supplemental Cash Flow Information [Abstract] | ||||
| Interest | $ 32 | $ 17 | ||
| Income taxes | 118 | 165 | ||
| Non-cash net unrealized gains related to foreign currency hedging activities | $ (2) | $ 10 | $ (6) | $ 12 |