Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 25, 2021 | Oct. 25, 2021 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001000228 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-25 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 25, 2021 | |
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 $.01 per share | |
Trading Symbol | HSIC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 138,674,412 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 119,133 | $ 421,185 |
Accounts receivable, net of reserves of $73,095 and $88,030 | 1,551,946 | 1,424,787 |
Inventories, net | 1,784,050 | 1,512,499 |
Prepaid expenses and other | 457,232 | 432,944 |
Total current assets | 3,912,361 | 3,791,415 |
Property and equipment, net | 355,675 | 342,004 |
Operating lease right-of-use assets | 329,886 | 288,847 |
Goodwill | 2,779,234 | 2,504,392 |
Other intangibles, net | 645,832 | 479,429 |
Investments and other | 397,764 | 366,445 |
Total assets | 8,420,752 | 7,772,532 |
Current liabilities: | ||
Accounts payable | 1,057,127 | 1,005,655 |
Bank credit lines | 59,394 | 73,366 |
Current maturities of long-term debt | 9,638 | 109,836 |
Operating lease liabilities | 77,383 | 64,716 |
Accrued expenses: | ||
Payroll and related | 345,438 | 295,329 |
Taxes | 157,446 | 138,671 |
Other | 594,979 | 595,529 |
Total current liabilities | 2,301,405 | 2,283,102 |
Long-term debt | 705,540 | 515,773 |
Deferred income taxes | 37,248 | 30,065 |
Operating lease liabilities | 270,152 | 238,727 |
Other liabilities | 388,211 | 392,781 |
Total liabilities | 3,702,556 | 3,460,448 |
Redeemable noncontrolling interests | 612,582 | 327,699 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value, 1,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $0.01 par value, 480,000,000 shares authorized, 139,129,543 outstanding on September 25, 2021 and 142,462,571 outstanding on December 26, 2020 | 1,391 | 1,425 |
Additional paid-in capital | 0 | 0 |
Retained earnings | 3,594,238 | 3,454,831 |
Accumulated other comprehensive loss | (137,640) | (108,084) |
Total Henry Schein, Inc. stockholders' equity | 3,457,989 | 3,348,172 |
Noncontrolling interests | 647,625 | 636,213 |
Total stockholders' equity | 4,105,614 | 3,984,385 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | $ 8,420,752 | $ 7,772,532 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Accounts receivable, reserves (in dollars) | $ 73,095 | $ 88,030 |
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) | 139,129,543 | 142,462,571 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | Jun. 23, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Jun. 23, 2020 | Sep. 25, 2021 | Sep. 26, 2020 |
CONSOLIDATED STATEMENTS OF INCOME | ||||||
Net sales | $ 3,178,315 | $ 2,840,146 | $ 9,070,499 | $ 6,953,416 | ||
Cost of sales | 2,266,170 | 2,085,878 | 6,377,752 | 4,998,868 | ||
Gross profit | 912,145 | 754,268 | 2,692,747 | 1,954,548 | ||
Operating expenses: | ||||||
Selling, general and administrative | 701,499 | 559,605 | 2,038,292 | 1,572,732 | ||
Restructuring costs (credits) | (175) | 6,992 | 3,360 | 27,713 | ||
Operating income | 210,821 | 187,671 | 651,095 | 354,103 | ||
Other income (expense): | ||||||
Interest income | 1,409 | 2,294 | 4,749 | 7,481 | ||
Interest expense | (6,550) | (11,111) | (19,411) | (29,409) | ||
Other, net | 403 | (1,699) | 1,066 | (2,210) | ||
Income from continuing operations before taxes, equity in earnings of affiliates and noncontrolling interest | 206,083 | 177,155 | 637,499 | 329,965 | ||
Income taxes | (49,276) | (29,005) | (153,988) | (65,965) | ||
Gain on sale of equity investment | $ 0 | 7,318 | $ 0 | 7,318 | ||
Equity in earnings of affiliates | 5,349 | 3,663 | 17,550 | 7,808 | ||
Net income from continuing operations | 169,474 | 151,813 | 508,379 | 271,808 | ||
Income (loss) from discontinued operations, net of tax | 0 | (29) | 0 | 274 | ||
Net income | 169,474 | 151,784 | 508,379 | 272,082 | ||
Less: Net income attributable to noncontrolling interests | (7,188) | (10,087) | (24,380) | (10,921) | ||
Net income attributable to Henry Schein, Inc. | 162,286 | 141,697 | 483,999 | 261,161 | ||
Amounts attributable to Henry Schein Inc.: Continuing operations | 162,286 | 141,726 | 483,999 | 260,887 | ||
Amounts attributable to Henry Schein Inc.: Discontinued operations | 0 | (29) | 0 | 274 | ||
Net income attributable to Henry Schein, Inc. | $ 162,286 | $ 141,697 | $ 483,999 | $ 261,161 | ||
Earnings per share from continuing operations attributable to Henry Schein, Inc.: | ||||||
Basic (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | ||
Diluted (in dollars per share) | 0 | 0 | 0 | 0 | ||
Earnings (loss) per share from continuing operations attributable to Henry Schein, Inc.: | ||||||
Basic (in dollars per share) | 1.16 | 1 | 3.44 | 1.83 | ||
Diluted (in dollars per share) | 1.15 | 0.99 | 3.40 | 1.82 | ||
Earnings per share attributable to Henry Schein, Inc.: | ||||||
Basic (in dollars per share) | 1.16 | 1 | 3.44 | 1.83 | ||
Diluted (in dollars per share) | $ 1.15 | $ 0.99 | $ 3.40 | $ 1.82 | ||
Weighted-average common shares outstanding: | ||||||
Basic (in shares) | 139,377 | 142,362 | 140,661 | 142,553 | ||
Diluted (in shares) | 141,079 | 143,091 | 142,179 | 143,308 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 169,474,000 | $ 151,784,000 | $ 508,379,000 | $ 272,082,000 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation gain (loss) | (39,762,000) | 37,588,000 | (40,105,000) | (17,316,000) |
Unrealized gain (loss) from foreign currency hedging activities | 3,536,000 | (7,697,000) | 5,146,000 | 2,457,000 |
Unrealized investment gain (loss) | 2,000 | 2,000 | (1,000) | (5,000) |
Pension adjustment gain (loss) | 624,000 | (338,000) | 1,466,000 | 161,000 |
Other comprehensive income (loss), net of tax | (35,600,000) | 29,555,000 | (33,494,000) | (14,703,000) |
Comprehensive income | 133,874,000 | 181,339,000 | 474,885,000 | 257,379,000 |
Comprehensive income attributable to noncontrolling interests: | ||||
Net income | (7,188,000) | (10,087,000) | (24,380,000) | (10,921,000) |
Foreign currency translation (gain) loss | 4,739,000 | (1,636,000) | 3,938,000 | 10,744,000 |
Comprehensive income attributable to noncontrolling interest | (2,449,000) | (11,723,000) | (20,442,000) | (177,000) |
Comprehensive income attributable to Henry Schein, Inc. | $ 131,425,000 | $ 169,616,000 | $ 454,443,000 | $ 257,202,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Common Stock [Member] | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Retained Earnings [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Noncontrolling Interests [Member] | Noncontrolling Interests [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Noncontrolling Interests [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] |
Beginning Balance, shares (in shares) at Dec. 28, 2019 | 143,353,459 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Repurchase and retirement of common stock - Shares | (1,200,000) | |||||||||||||||||
Stock-based compensation credit - Shares | 535,556 | |||||||||||||||||
Shares withheld for payroll taxes - Shares | (232,697) | |||||||||||||||||
Ending Balance, shares (in shares) at Sep. 26, 2020 | 142,456,318 | 142,456,318 | ||||||||||||||||
Beginning Balance at Dec. 28, 2019 | $ 3,630,137,000 | $ (412,000) | $ 1,434,000 | $ 0 | $ 47,768,000 | $ 0 | $ 3,116,215,000 | $ (412,000) | $ (167,373,000) | $ 0 | $ 632,093,000 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) (excluding amounts attributable to Redeemable noncontrolling interests from continuing operations) | 264,829,000 | 0 | 0 | 261,161,000 | 0 | 3,668,000 | ||||||||||||
Foreign currency translation loss (excluding amounts attributable to Redeemable noncontrolling interests) | (6,317,000) | 0 | 0 | 0 | (6,572,000) | 255,000 | ||||||||||||
Unrealized gain (loss) from foreign currency hedging activities, net of tax impact | 2,457,000 | 0 | 0 | 0 | 2,457,000 | 0 | ||||||||||||
Unrealized investment gain (loss), net of tax impact | (5,000) | 0 | 0 | 0 | (5,000) | 0 | ||||||||||||
Pension adjustment gain, net of tax impact | 161,000 | 0 | 0 | 0 | 161,000 | 0 | ||||||||||||
Dividends paid | (816,000) | 0 | 0 | 0 | 0 | (816,000) | ||||||||||||
Purchase of noncontrolling interests | (2,298,000) | 0 | (1,597,000) | 0 | 0 | (701,000) | ||||||||||||
Change in fair value of redeemable securities | (5,141,000) | 0 | (5,141,000) | 0 | 0 | 0 | ||||||||||||
Initial noncontrolling interests and adjustments related to business acquisitions | 2,495,000 | 0 | 0 | 0 | 0 | 2,495,000 | ||||||||||||
Repurchase and retirement of common stock - Value | (73,789,000) | (12,000) | (10,949,000) | (62,828,000) | 0 | 0 | ||||||||||||
Stock-based compensation (credit) expense - Value | (6,648,000) | 5,000 | (6,653,000) | 0 | 0 | 0 | ||||||||||||
Shares withheld for payroll taxes - Value | (14,199,000) | (2,000) | (14,197,000) | 0 | 0 | 0 | ||||||||||||
Settlement of stock-based compensation awards, value | (164,000) | 0 | (164,000) | 0 | 0 | 0 | ||||||||||||
Separation of Animal Health business | 1,649,000 | 0 | 1,649,000 | 0 | 0 | 0 | ||||||||||||
Ending Balance at Sep. 26, 2020 | $ 3,792,267,000 | $ 1,425,000 | 11,044,000 | 3,314,136,000 | (171,332,000) | 636,994,000 | ||||||||||||
Beginning Balance, shares (in shares) at Dec. 28, 2019 | 143,353,459 | |||||||||||||||||
Ending Balance, shares (in shares) at Dec. 26, 2020 | 142,462,571 | 142,462,571 | ||||||||||||||||
Beginning Balance at Dec. 28, 2019 | $ 3,630,137,000 | $ (412,000) | $ 1,434,000 | $ 0 | 47,768,000 | $ 0 | 3,116,215,000 | $ (412,000) | (167,373,000) | $ 0 | 632,093,000 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Pension adjustment gain, net of tax impact | (161,000) | |||||||||||||||||
Ending Balance at Dec. 26, 2020 | $ 3,984,385,000 | $ 1,425,000 | 0 | 3,454,831,000 | (108,084,000) | 636,213,000 | ||||||||||||
Beginning Balance, shares (in shares) at Jun. 27, 2020 | 142,438,127 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation credit - Shares | 21,113 | |||||||||||||||||
Shares withheld for payroll taxes - Shares | (2,922) | |||||||||||||||||
Settlement of stock-based compensation awards, shares | 0 | |||||||||||||||||
Ending Balance, shares (in shares) at Sep. 26, 2020 | 142,456,318 | 142,456,318 | ||||||||||||||||
Beginning Balance at Jun. 27, 2020 | $ 3,621,545,000 | $ 1,424,000 | 16,475,000 | 3,172,439,000 | (199,251,000) | 630,458,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) (excluding amounts attributable to Redeemable noncontrolling interests from continuing operations) | 145,692,000 | 0 | 0 | 141,697,000 | 0 | 3,995,000 | ||||||||||||
Foreign currency translation loss (excluding amounts attributable to Redeemable noncontrolling interests) | 36,311,000 | 0 | 0 | 0 | 35,952,000 | 359,000 | ||||||||||||
Unrealized gain (loss) from foreign currency hedging activities, net of tax impact | (7,697,000) | 0 | 0 | 0 | (7,697,000) | 0 | ||||||||||||
Unrealized investment gain (loss), net of tax impact | 2,000 | 0 | 0 | 0 | 2,000 | 0 | ||||||||||||
Pension adjustment gain, net of tax impact | (338,000) | 0 | 0 | 0 | (338,000) | 0 | ||||||||||||
Dividends paid | (309,000) | 0 | 0 | 0 | 0 | (309,000) | ||||||||||||
Change in fair value of redeemable securities | (10,724,000) | 0 | (10,724,000) | 0 | 0 | 0 | ||||||||||||
Initial noncontrolling interests and adjustments related to business acquisitions | 2,491,000 | 0 | 0 | 0 | 0 | 2,491,000 | ||||||||||||
Stock-based compensation (credit) expense - Value | 5,710,000 | 0 | 5,710,000 | 0 | 0 | 0 | ||||||||||||
Shares withheld for payroll taxes - Value | (193,000) | 1,000 | (194,000) | 0 | 0 | 0 | ||||||||||||
Settlement of stock-based compensation awards, value | (223,000) | 0 | (223,000) | 0 | 0 | 0 | ||||||||||||
Ending Balance at Sep. 26, 2020 | $ 3,792,267,000 | $ 1,425,000 | 11,044,000 | 3,314,136,000 | (171,332,000) | 636,994,000 | ||||||||||||
Beginning Balance, shares (in shares) at Dec. 26, 2020 | 142,462,571 | 142,462,571 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Repurchase and retirement of common stock - Shares | (3,518,846) | |||||||||||||||||
Stock issued upon exercise of stock options, shares | 0 | |||||||||||||||||
Stock-based compensation credit - Shares | 299,572 | |||||||||||||||||
Shares withheld for payroll taxes - Shares | (113,754) | |||||||||||||||||
Settlement of stock-based compensation awards, shares | 0 | |||||||||||||||||
Ending Balance, shares (in shares) at Sep. 25, 2021 | 139,129,543 | 139,129,543 | ||||||||||||||||
Beginning Balance at Dec. 26, 2020 | $ 3,984,385,000 | $ 1,425,000 | 0 | 3,454,831,000 | (108,084,000) | 636,213,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) (excluding amounts attributable to Redeemable noncontrolling interests from continuing operations) | 488,609,000 | 0 | 0 | 483,999,000 | 0 | 4,610,000 | ||||||||||||
Foreign currency translation loss (excluding amounts attributable to Redeemable noncontrolling interests) | (36,007,000) | 0 | 0 | 0 | (36,167,000) | 160,000 | ||||||||||||
Unrealized gain (loss) from foreign currency hedging activities, net of tax impact | 5,146,000 | 0 | 0 | 0 | 5,146,000 | 0 | ||||||||||||
Unrealized investment gain (loss), net of tax impact | (1,000) | 0 | 0 | 0 | (1,000) | 0 | ||||||||||||
Pension adjustment gain, net of tax impact | 1,466,000 | 0 | 0 | 0 | 1,466,000 | 0 | ||||||||||||
Dividends paid | (324,000) | 0 | 0 | 0 | 0 | (324,000) | ||||||||||||
Change in fair value of redeemable securities | (143,592,000) | 0 | (143,592,000) | 0 | 0 | 0 | ||||||||||||
Initial noncontrolling interests and adjustments related to business acquisitions | 6,966,000 | 0 | 0 | 0 | 0 | 6,966,000 | ||||||||||||
Repurchase and retirement of common stock - Value | (251,211,000) | (35,000) | (33,742,000) | (217,434,000) | 0 | 0 | ||||||||||||
Stock-based compensation (credit) expense - Value | 57,700,000 | 3,000 | 57,697,000 | 0 | 0 | 0 | ||||||||||||
Shares withheld for payroll taxes - Value | (7,548,000) | (2,000) | (7,546,000) | 0 | 0 | 0 | ||||||||||||
Settlement of stock-based compensation awards, value | 25,000 | 0 | 25,000 | 0 | 0 | 0 | ||||||||||||
Transfer of charges in excess of capital | $ 0 | $ 0 | $ 127,158,000 | $ (127,158,000) | $ 0 | $ 0 | ||||||||||||
Ending Balance at Sep. 25, 2021 | $ 4,105,614,000 | $ 1,391,000 | 0 | 3,594,238,000 | (137,640,000) | 647,625,000 | ||||||||||||
Beginning Balance, shares (in shares) at Jun. 26, 2021 | 139,780,841 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Repurchase and retirement of common stock - Shares | (651,289) | |||||||||||||||||
Stock-based compensation credit - Shares | 11 | |||||||||||||||||
Shares withheld for payroll taxes - Shares | (20) | |||||||||||||||||
Settlement of stock-based compensation awards, shares | 0 | |||||||||||||||||
Ending Balance, shares (in shares) at Sep. 25, 2021 | 139,129,543 | 139,129,543 | ||||||||||||||||
Beginning Balance at Jun. 26, 2021 | $ 4,006,681,000 | $ 1,398,000 | 0 | 3,465,647,000 | (106,779,000) | 646,415,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) (excluding amounts attributable to Redeemable noncontrolling interests from continuing operations) | 163,737,000 | 0 | 0 | 162,286,000 | 0 | 1,451,000 | ||||||||||||
Foreign currency translation loss (excluding amounts attributable to Redeemable noncontrolling interests) | (35,094,000) | 0 | 0 | 0 | (35,023,000) | (71,000) | ||||||||||||
Unrealized gain (loss) from foreign currency hedging activities, net of tax impact | 3,536,000 | 0 | 0 | 0 | 3,536,000 | 0 | ||||||||||||
Unrealized investment gain (loss), net of tax impact | 2,000 | 0 | 0 | 0 | 2,000 | 0 | ||||||||||||
Pension adjustment gain, net of tax impact | 624,000 | 0 | 0 | 0 | 624,000 | 0 | ||||||||||||
Dividends paid | (170,000) | 0 | 0 | 0 | 0 | (170,000) | ||||||||||||
Change in fair value of redeemable securities | 10,884,000 | 0 | 10,884,000 | 0 | 0 | 0 | ||||||||||||
Initial noncontrolling interests and adjustments related to business acquisitions | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Repurchase and retirement of common stock - Value | (50,000,000) | (7,000) | (6,500,000) | (43,493,000) | 0 | 0 | ||||||||||||
Stock-based compensation (credit) expense - Value | 27,546,000 | 0 | 27,546,000 | 0 | 0 | 0 | ||||||||||||
Shares withheld for payroll taxes - Value | (1,000) | 0 | 1,000 | 0 | 0 | 0 | ||||||||||||
Settlement of stock-based compensation awards, value | (363,000) | 0 | 363,000 | 0 | 0 | 0 | ||||||||||||
Transfer of charges in excess of capital | 0 | 0 | (9,798,000) | 9,798,000 | 0 | 0 | ||||||||||||
Ending Balance at Sep. 25, 2021 | $ 4,105,614,000 | $ 1,391,000 | $ 0 | $ 3,594,238,000 | $ (137,640,000) | $ 647,625,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income attributable to Redeemable noncontrolling interests | $ 19,770 | |||
Pension adjustment gain, tax benefit (tax) | $ 269 | $ (133) | 450 | $ 66 |
Unrealized investment gain (loss), tax benefit (tax) | 1 | 0 | 0 | (1) |
Unrealized loss from foreign currency hedging activities, tax (benefit) | (1,172) | 2,793 | (1,819) | (553) |
Foreign currency translation gain (loss) attributable to Redeemable noncontrolling interests | (4,098) | |||
Continuing Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income attributable to Redeemable noncontrolling interests | 5,737 | 6,092 | 19,770 | 7,253 |
Pension adjustment gain, tax benefit (tax) | (269) | (133) | (450) | (66) |
Unrealized investment gain (loss), tax benefit (tax) | 1 | 0 | 0 | (1) |
Unrealized loss from foreign currency hedging activities, tax (benefit) | (1,172) | 2,793 | (1,819) | (553) |
Foreign currency translation gain (loss) attributable to Redeemable noncontrolling interests | $ (4,668) | $ (1,277) | $ (4,098) | $ 10,999 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 508,379 | $ 272,082 |
Income from discontinued operations | 0 | 274 |
Income from continuing operations | 508,379 | 271,808 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 150,833 | 138,515 |
Impairment charge on intangible assets | 0 | 2,149 |
Gain on sale of equity investment | (9,757) | 0 |
Stock-based compensation expense (credit) | 57,700 | (6,648) |
Provision for (benefit from) losses on trade and other accounts receivable | (8,795) | 34,590 |
Benefit from deferred income taxes | (725) | (48,193) |
Equity in earnings of affiliates | (17,550) | (7,808) |
Distributions from equity affiliates | 15,035 | 10,053 |
Changes in unrecognized tax benefits | (6,479) | (18,365) |
Other | (48) | 4,794 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (83,101) | (199,858) |
Inventories | (207,921) | (25,830) |
Other current assets | (41,651) | (51,746) |
Accounts payable and accrued expenses | 77,021 | 144,953 |
Net cash provided by operating activities from continuing operations | 432,941 | 248,414 |
Net cash provided by operating activities from discontinued operations | 0 | 648 |
Net cash provided by operating activities | 432,941 | 249,062 |
Cash flows from investing activities: | ||
Purchases of fixed assets | (48,706) | (37,799) |
Payments related to equity investments and business acquisitions, net of cash acquired | (415,365) | (52,208) |
Proceeds from sale of equity investments | 9,757 | 12,000 |
Payments for loan to affiliate | (5,980) | (1,451) |
Other | (18,707) | (14,498) |
Net cash used in investing activities from continuing operations | (479,001) | (93,956) |
Net cash used in investing activities from discontinued operations | 0 | 0 |
Net cash used in investing activities | (479,001) | (93,956) |
Cash flows from financing activities: | ||
Net change in bank borrowings | (13,128) | 484,139 |
Proceeds from issuance of long-term debt | 200,000 | 501,421 |
Principal payments for long-term debt | (121,835) | (610,457) |
Debt issuance costs | (2,013) | (3,683) |
Debt extinguishment costs | (401) | 0 |
Payments for repurchases and retirement of common stock | (251,211) | (73,789) |
Payments for taxes related to shares withheld for employee taxes | (7,372) | (14,007) |
Distributions to noncontrolling shareholders | (8,622) | (3,995) |
Acquisitions of noncontrolling interests in subsidiaries | (50,292) | (14,934) |
Proceeds from Henry Schein Animal Health Business | 0 | 139 |
Net cash provided by (used in) financing activities from continuing operations | (254,473) | 264,433 |
Net cash provided by (used in) financing activities from discontinued operations | 0 | (648) |
Net cash provided by (used in) financing activities | (254,473) | 263,785 |
Effect of exchange rate changes on cash and cash equivalents- from continuing operations | (1,519) | 8,507 |
Effect of exchange rate changes on cash and cash equivalents- from discontinued operations | 0 | 0 |
Net change in cash and cash equivalents from continuing operations | (302,052) | 427,398 |
Net change in cash and cash equivalents from discontinued operations | 0 | 0 |
Net change in cash and cash equivalents | (302,052) | 427,398 |
Cash and cash equivalents, beginning of period | 421,185 | 106,097 |
Cash and cash equivalents, end of period | $ 119,133 | $ 533,495 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 25, 2021 | |
Basis of presentation [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation Our consolidated financial statements include our accounts, as well as those of our wholly-owned and majority-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current period presentation. Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. We consolidate the results of operations and financial position of a trade accounts receivable securitization which we consider a Variable Interest Entity (“VIE”) because we are the primary beneficiary, and we have the power to direct activities that most significantly affect the economic performance and have the obligation to absorb the majority of the losses or benefits. For this VIE, the trade accounts receivable transferred to the VIE are pledged as collateral to the related debt. The creditors have recourse to us for losses on these trade accounts receivable. At September 25, 2021 and December 26, 2020, there were no trade accounts receivable that were restricted to settle obligations of this VIE, nor were there liabilities of the VIE where the creditors have recourse to us. The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 26, 2020 and with the information contained in our other publicly-available filings with the SEC. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the nine months ended September 25, 2021 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 25, 2021. In March 2020, the World Health Organization declared the Novel Coronavirus Disease 2019 (“COVID-19”) a pandemic. The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of global financial markets. In response, many countries implemented business closures and restrictions, stay-at-home and social distancing ordinances and similar measures to combat the pandemic, which significantly impacted global business and dramatically reduced demand for dental products and certain medical products in the second quarter of 2020. Demand increased in the second half of 2020 and has continued into the third quarter of 2021 resulting in growth over the prior year driven by sales of personal protective equipment (“PPE”) and COVID-19 related products. Our consolidated financial statements reflect estimates and assumptions made by us that affect, among other things, our goodwill, long-lived asset and definite-lived intangible asset valuation; inventory valuation; equity investment valuation; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; the allowance for doubtful accounts; hedging activity; vendor rebates; measurement of compensation cost for certain share-based performance awards and cash bonus plans; and pension plan assumptions. Due to the significant uncertainty surrounding the future impact of COVID-19, our judgments regarding estimates and impairments could change in the future. In addition, the impact of COVID-19 had a material adverse effect on our business, results of operations and cash flows, primarily in the second quarter of 2020. In the latter half of the second quarter of 2020, dental and medical practices began to re-open worldwide, and continued to do so during the second half of 2020. During the first nine months of 2021, patient traffic levels returned to levels approaching pre-pandemic levels. There is an ongoing risk that the COVID-19 pandemic may again have a material adverse effect on our business, results of operations and cash flows and may result in a material adverse effect on our financial condition and liquidity. However, the extent of the potential impact cannot be reasonably estimated at this time. |
Critical Accounting Policies, A
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards | 9 Months Ended |
Sep. 25, 2021 | |
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards | |
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards | Note 2 – Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards Critical Accounting Policies There have been no material changes in our critical accounting policies during the nine months ended September 25, 2021, as compared to the critical accounting policies described in Item 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 26, 2020, except as follows: Accounting Pronouncements Adopted On December 27, adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging— in Entity’s Own Equity” (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments. In addition to eliminating certain accounting models, this ASU includes improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. We do not expect that the requirements of this ASU will have a material impact on our consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 25, 2021 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 3 – Revenue from Contracts with Customers Revenue is recognized in accordance with policies disclosed in Item 8 of our Annual Report on Form 10-K for the year ended December 26, 2020. Disaggregation of Revenue The following table disaggregates our revenue by segment and geography: Three Months Ended Nine Months Ended September 25, 2021 September 25, 2021 North America International Global North America International Global Revenues: Health care distribution Dental $ 1,114,631 $ 708,263 $ 1,822,894 $ 3,287,021 $ 2,235,145 $ 5,522,166 Medical 1,163,799 23,013 1,186,812 3,006,699 77,978 3,084,677 Total health care distribution 2,278,430 731,276 3,009,706 6,293,720 2,313,123 8,606,843 Technology and value-added services 147,644 20,965 168,609 399,478 64,178 463,656 Total revenues $ 2,426,074 $ 752,241 $ 3,178,315 $ 6,693,198 $ 2,377,301 $ 9,070,499 Three Months Ended Nine Months Ended September 26, 2020 September 26, 2020 North America International Global North America International Global Revenues: Health care distribution Dental $ 1,008,836 $ 641,017 $ 1,649,853 $ 2,413,154 $ 1,653,067 $ 4,066,221 Medical 1,002,741 24,405 1,027,146 2,377,357 68,287 2,445,644 Total health care distribution 2,011,577 665,422 2,676,999 4,790,511 1,721,354 6,511,865 Technology and value-added services 120,949 17,406 138,355 327,374 48,173 375,547 Total excluding Corporate TSA revenues (1) 2,132,526 682,828 2,815,354 5,117,885 1,769,527 6,887,412 Corporate TSA revenues (1) - 24,792 24,792 - 66,004 66,004 Total revenues $ 2,132,526 $ 707,620 $ 2,840,146 $ 5,117,885 $ 1,835,531 $ 6,953,416 Corporate TSA revenues represents sales of certain animal health products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. At December 26, 2020, the current portion of contract liabilities of $ 71.5 million was reported in Accrued expenses: Other, and $ 8.2 million related to non-current contract liabilities was reported in Other liabilities. During the nine months ended September 25, 2021, we recognized in revenue $ 54.1 million of the amounts that were previously deferred at December 26, 2020. At September 25, 2021, the current and non-current portion of contract liabilities were $ 77.8 million and $ 9.1 million, respectively. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 25, 2021 | |
Segment Data | |
Segment Data | Note 4 – Segment Data We conduct our business through two reportable segments: (i) health care distribution and (ii) technology and value-added services. These segments offer different products and services to the same customer base. The health care distribution reportable segment aggregates our global dental and medical operating segments. This segment distributes consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic products), diagnostic tests, infection-control products, PPE and vitamins. Our global dental businesses serve office-based dental practitioners, dental laboratories, schools and other institutions. Our global medical businesses serve office-based medical practitioners, ambulatory surgery centers, other alternate-care settings and other institutions. Our global dental and medical businesses serve practitioners in 32 countries worldwide. Our global technology and value-added services businesses provide software, technology and other value-added services to health care practitioners. Our technology offerings include practice management software systems for dental and medical practitioners. Our value-added practice solutions include financial services on a non-recourse basis, e-services, practice technology, network and hardware services, as well as consulting, and continuing education services for practitioners. The following tables present information about our reportable and operating segments: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Net Sales: Health care distribution (1) Dental $ 1,822,894 $ 1,649,853 $ 5,522,166 $ 4,066,221 Medical 1,186,812 1,027,146 3,084,677 2,445,644 Total health care distribution 3,009,706 2,676,999 8,606,843 6,511,865 Technology and value-added services (2) 168,609 138,355 463,656 375,547 Total excluding Corporate TSA revenue 3,178,315 2,815,354 9,070,499 6,887,412 Corporate TSA revenues (3) - 24,792 - 66,004 Total $ 3,178,315 $ 2,840,146 $ 9,070,499 $ 6,953,416 Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic products), diagnostic tests, infection-control products, PPE and vitamins. Consists of practice management software and other value-added products, which are distributed primarily to health care providers, and financial services on a non-recourse basis, e-services, continuing education services for practitioners, consulting and other services. Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. See Note-18 Related Party Transactions for further information. Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Operating Income: Health care distribution $ 179,275 $ 148,658 $ 558,968 $ 271,477 Technology and value-added services 31,546 39,013 92,127 82,626 Total $ 210,821 $ 187,671 $ 651,095 $ 354,103 |
Debt
Debt | 9 Months Ended |
Sep. 25, 2021 | |
Debt | |
Debt | Note 5 – Debt Bank Credit Lines Bank credit lines consisted of the following: September 25, December 26, 2021 2020 Revolving credit agreement $ - $ - Other short-term bank credit lines 59,394 73,366 Total $ 59,394 $ 73,366 Revolving Credit Agreement On August 20, 2021, we entered into a new $ 1 billion revolving credit agreement (the “Credit Agreement”). This facility, which matures on August 20, 2026, replaced our $ 750 million revolving credit facility, which was scheduled to mature in April 2022. The interest rate is based on the USD LIBOR plus a spread based on our leverage ratio at the end of each financial reporting quarter. We expect most LIBOR rates to be discontinued immediately after December 31, 2021, while the remaining LIBOR rates will be discontinued immediately after June 30, 2023. We do not expect the discontinuation of LIBOR as a reference rate in our debt agreements to have a material adverse effect on our financial position or to materially affect our interest expense. The Credit Agreement also requires, among other things, that we maintain certain maximum leverage ratios. Additionally, the Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions, on liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. As of September 25, 2021, and December 26, 2020, we had no borrowings under this revolving credit facility. As of September 25, 2021, and December 26, 2020, there were $ 9.1 million and $ 9.5 million of letters of credit, respectively, provided to third parties under the credit facility. On April 17, 2020, we amended the Credit Agreement to, among other things, (i) modify the financial covenant from being based on total leverage ratio to net leverage ratio, (ii) adjust the pricing grid to reflect the net leverage ratio calculation, and (iii) increase the maximum maintenance leverage ratio through March 31, 2021. 364-Day Credit Agreement On March 4, 2021, we repaid the outstanding obligations and terminated the lender commitments under our $ 700 million 364-day credit agreement, which was entered into on April 17, 2020. This facility was originally scheduled to mature on April 16, 2021. Other Short-Term Credit Lines As of September 25, 2021 and December 26, 2020, we had various other short-term bank credit lines available, of which $ 59.4 million and $ 73.4 million, respectively, were outstanding. At September 25, 2021 and December 26, 2020, borrowings under all of these credit lines had a weighted average interest rate of 7.42% and 4.14%, respectively. Long-term debt Long-term debt consisted of the following: September 25, December 26, 2021 2020 Private placement facilities $ 706,433 $ 613,498 Note payable - 1,554 Various collateralized and uncollateralized loans payable with interest, in varying installments through 2023 at interest rates ranging from 2.45% to 4.27% at September 25, 2021 and ranging from 2.62% to 4.27% at December 26, 2020 3,566 4,596 Finance lease obligations (see Note 6) 5,179 5,961 Total 715,178 625,609 Less current maturities ( 9,638) ( 109,836) Total long-term debt $ 705,540 $ 515,773 Private Placement Facilities Our private placement facilities, with three insurance companies, have a total facility amount of $ 1 billion, and are available on an uncommitted basis at fixed rate economic terms to be agreed upon at the time of issuance, from time to time through June 23, 2023. The facilities allow us to issue senior promissory notes to the lenders at a fixed rate based on an agreed upon spread over applicable treasury notes at the time of issuance. The term of each possible issuance will be selected by us and can range from five 15 years (with an average life no longer than 12 years). The proceeds of any issuances under the facilities will be used for general corporate purposes, including working capital and capital expenditures, to refinance existing indebtedness, and/or to fund potential acquisitions. The agreements provide, among other things, that we maintain certain maximum leverage ratios, and contain restrictions relating to subsidiary indebtedness, liens, affiliate transactions, disposal of assets and certain changes in ownership. These facilities contain make-whole provisions in the event that we pay off the facilities prior to the applicable due dates. On March 5, 2021, we amended the private placement facilities to, among other things, (a) modify the financial covenant from being based on a net leverage ratio to a total leverage ratio and (b) restore the maximum maintenance total leverage ratio to 3.25x and remove the 1.00% interest rate increase triggered if the net leverage ratio were to exceed 3.0x. On October 20, 2021, we amended our three private placement facilities with insurance companies and entered into a fourth private placement facility with another insurance company, increasing the total facilities amount to $ 1.5 billion and extending the maturity date of the existing facilities. The maturity date for our private placement facilities is October 20, 2026. The components of our private placement facility borrowings as of September 25, 2021 are presented in the following table (in thousands): Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date January 20, 2012 (1) $ 7,143 3.09 % January 20, 2022 January 20, 2012 50,000 3.45 January 20, 2024 December 24, 2012 50,000 3.00 December 24, 2024 June 16, 2017 100,000 3.42 June 16, 2027 September 15, 2017 100,000 3.52 September 15, 2029 January 2, 2018 100,000 3.32 January 2, 2028 September 2, 2020 100,000 2.35 September 2, 2030 June 2, 2021 100,000 2.48 June 2, 2031 June 2, 2021 100,000 2.58 June 2, 2033 Less: Deferred debt issuance costs ( 710) $ 706,433 (1) Annual repayments of approximately $ 7.1 million for this borrowing commenced on January 20, 2016. U.S. Trade Accounts Receivable Securitization We have a facility agreement with a bank, as agent, based on the securitization of our U.S. trade accounts receivable that is structured as an asset-backed securitization program with pricing committed for up to three years. Our current facility, which has a purchase limit of $ 350 million, was scheduled to expire on April 29, 2022. On June 22, 2020, the expiration date for this facility was extended to June 12, 2023 and was amended to adjust certain covenant levels for 2020. As of September 25, 2021 and December 26, 2020, there were no borrowings outstanding under this securitization facility. At September 25, 2021, the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of 0.13% plus 0.95%, for a combined rate of 1.08%. At December 26, 2020, the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of 0.22% plus 0.95%, for a combined rate of 1.17%. If our accounts receivable collection pattern changes due to customers either paying late or not making payments, our ability to borrow under this facility may be reduced. We are required to pay a commitment fee of 25 to 45 basis points depending upon program utilization. On October 20, 2021, we amended our U.S. trade accounts receivable securitization facility to increase the purchase limit to $ 450 million with two banks as agents and extend the expiration date to October 18, 2024. |
Leases
Leases | 9 Months Ended |
Sep. 25, 2021 | |
Leases | |
Leases | Note 6 – Leases We have operating and finance leases for corporate offices, office space, distribution and other facilities, vehicles, and certain equipment. Our leases have remaining terms of less than one year to approximately 20 years, some of which may include options to extend the leases for up to 10 years . The components of lease expense were as follows: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Operating lease cost: (1) $ 26,914 $ 21,343 $ 75,860 $ 65,413 Finance lease cost: Amortization of right-of-use assets 573 434 1,693 1,148 Interest on lease liabilities 24 29 77 86 Total finance lease cost $ 597 $ 463 $ 1,770 $ 1,234 (1) Includes variable lease expenses. Supplemental balance sheet information related to leases is as follows: September 25, December 26, 2021 2020 Operating Leases: Operating lease right-of-use assets $ 329,886 $ 288,847 Current operating lease liabilities 77,383 64,716 Non-current operating lease liabilities 270,152 238,727 Total operating lease liabilities $ 347,535 $ 303,443 Finance Leases: Property and equipment, at cost $ 11,255 $ 10,683 Accumulated depreciation ( 5,470) ( 4,277) Property and equipment, net of accumulated depreciation $ 5,785 $ 6,406 Current maturities of long-term debt $ 2,219 $ 2,420 Long-term debt 2,960 3,541 Total finance lease liabilities $ 5,179 $ 5,961 Weighted Average Remaining Lease Term in Years: Operating leases 7.4 7.5 Finance leases 4.0 4.3 Weighted Average Discount Rate: Operating leases 2.5 % 2.8 % Finance leases 1.7 % 1.9 % Supplemental cash flow information related to leases is as follows: Nine Months Ended September 25, September 26, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 62,363 $ 57,666 Operating cash flows for finance leases 67 76 Financing cash flows for finance leases 2,129 1,515 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 101,192 $ 66,082 Finance leases 1,488 2,489 Maturities of lease liabilities are as follows: September 25, 2021 Operating Finance Leases Leases 2021 $ 22,362 $ 699 2022 80,662 1,990 2023 57,878 1,015 2024 43,237 416 2025 38,621 355 Thereafter 138,529 888 Total future lease payments 381,289 5,363 Less: imputed interest ( 33,754) ( 184) Total $ 347,535 $ 5,179 As of September 25, 2021, we have additional operating leases with total lease payments of $ 10.8 million for buildings and vehicles that have not yet commenced. These operating leases will commence subsequent to September 25, 2021, with lease terms of two years to 10 years. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 25, 2021 | |
Redeemable Noncontrolling Interests | |
Redeemable Noncontrolling Interests | Note 7 – Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value. Accounting Standards Codification (“ASC”) Topic 480-10 is applicable for noncontrolling interests where we are or may be required to purchase all or a portion of the outstanding interest in a consolidated subsidiary from the noncontrolling interest holder under the terms of a put option contained in contractual agreements. The components of the change in the redeemable noncontrolling interests for the nine months ended September 25, 2021 and the year ended December 26, 2020 are presented in the following table: September 25, December 26, 2021 2020 Balance, beginning of period $ 327,699 $ 287,258 Decrease in redeemable noncontrolling interests due to redemptions ( 50,292) ( 17,241) Increase in redeemable noncontrolling interests due to business acquisitions 189,870 28,387 Net income attributable to redeemable noncontrolling interests 19,770 13,363 Dividends declared ( 13,959) ( 12,631) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests ( 4,098) ( 4,279) Change in fair value of redeemable securities 143,592 32,842 Balance, end of period $ 612,582 $ 327,699 |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 25, 2021 | |
Comprehensive Income | |
Comprehensive Income | Note 8 – Comprehensive Income Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. The following table summarizes our Accumulated other comprehensive loss, net of applicable taxes as of: September 25, December 26, 2021 2020 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ ( 28,715) $ ( 24,617) Attributable to noncontrolling interests: Foreign currency translation adjustment $ 395 $ 235 Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ ( 112,732) $ ( 76,565) Unrealized loss from foreign currency hedging activities ( 6,342) ( 11,488) Unrealized investment gain - 1 Pension adjustment loss ( 18,566) ( 20,032) Accumulated other comprehensive loss $ ( 137,640) $ ( 108,084) Total Accumulated other comprehensive loss $ ( 165,960) $ ( 132,466) The following table summarizes the components of comprehensive income, net of applicable taxes as follows: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Net income $ 169,474 $ 151,784 $ 508,379 $ 272,082 Foreign currency translation gain (loss) ( 39,762) 37,588 ( 40,105) ( 17,316) Tax effect - - - - Foreign currency translation gain (loss) ( 39,762) 37,588 ( 40,105) ( 17,316) Unrealized gain (loss) from foreign currency hedging activities 4,708 ( 10,490) 6,965 3,010 Tax effect ( 1,172) 2,793 ( 1,819) ( 553) Unrealized gain (loss) from foreign currency hedging activities 3,536 ( 7,697) 5,146 2,457 Unrealized investment gain (loss) 3 2 ( 1) ( 6) Tax effect ( 1) - - 1 Unrealized investment gain (loss) 2 2 ( 1) ( 5) Pension adjustment gain (loss) 893 ( 471) 1,916 227 Tax effect ( 269) 133 ( 450) ( 66) Pension adjustment gain (loss) 624 ( 338) 1,466 161 Comprehensive income $ 133,874 $ 181,339 $ 474,885 $ 257,379 The change in the unrealized gain (loss) from foreign currency hedging activities during the three and nine months ended September 25, 2021, compared to the comparable prior year period, was primarily attributable to a net investment hedge that was entered into during 2019. See for further information. Our financial statements are denominated in the U.S. Dollar currency. Fluctuations in the value of foreign currencies as compared to the U.S. Dollar may have a significant impact on our comprehensive income. The foreign currency translation gain (loss) during the nine months ended September 25, 2021 and nine months ended September 26, 2020 was primarily impacted by changes in foreign currency exchange rates of the Euro, British Pound, Brazilian Real, Australian Dollar and Canadian Dollar. The following table summarizes our total comprehensive income, net of applicable taxes, as follows: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Comprehensive income attributable to Henry Schein, Inc. $ 131,425 $ 169,616 $ 454,443 $ 257,202 Comprehensive income attributable to noncontrolling interests 1,380 4,354 4,770 3,923 Comprehensive income (loss) attributable to Redeemable noncontrolling interests 1,069 7,369 15,672 ( 3,746) Comprehensive income $ 133,874 $ 181,339 $ 474,885 $ 257,379 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 – Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows: • Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3— Inputs that are unobservable for the asset or liability. The following section describes the fair values of our financial instruments and the methodologies that we used to measure their fair values. Investments and notes receivable There are no quoted market prices available for investments in unconsolidated affiliates and notes receivable; however, we believe the carrying amounts are a reasonable estimate of fair value based on the interest rates in the applicable markets. Debt The fair value of our debt (including bank credit lines) is classified as Level 3 within the fair value hierarchy as of September 25, 2021 and December 26, 2020 was estimated at $ 774.6 million and $ 699.0 million, respectively. Factors that we considered when estimating the fair value of our debt include market conditions, such as interest rates and credit spreads. Derivative contracts Derivative contracts are valued using quoted market prices and significant other observable and unobservable inputs. We use derivative instruments to minimize our exposure to fluctuations in foreign currency exchange rates. Our derivative instruments primarily include foreign currency forward agreements related to certain intercompany loans, certain forecasted inventory purchase commitments with foreign suppliers, foreign currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as net investment hedges and a total return swap for the purpose of economically hedging our unfunded non-qualified supplemental retirement plan and our deferred compensation plan. The fair values for the majority of our foreign currency derivative contracts are obtained by comparing our contract rate to a published forward price of the underlying market rates, which is based on market rates for comparable transactions and are classified within Level 2 of the fair value hierarchy. See for further information. Redeemable noncontrolling interests The values for Redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy and are based on recent transactions and/or implied multiples of earnings. See for additional information. The following table presents our assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 25, 2021 and December 26, 2020: September 25, 2021 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 1,141 $ - $ 1,141 Total assets $ - $ 1,141 $ - $ 1,141 Liabilities: Derivative contracts $ - $ 1,905 $ - $ 1,905 Total return swaps - 408 - 408 Total liabilities $ - $ 2,313 $ - $ 2,313 Redeemable noncontrolling interests $ - $ - $ 612,582 $ 612,582 December 26, 2020 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 1,868 $ - $ 1,868 Total return swaps - 1,565 - 1,565 Total assets $ - $ 3,433 $ - $ 3,433 Liabilities: Derivative contracts $ - $ 11,765 $ - $ 11,765 Total liabilities $ - $ 11,765 $ - $ 11,765 Redeemable noncontrolling interests $ - $ - $ 327,699 $ 327,699 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 25, 2021 | |
Business Acquisitions | |
Business Acquisitions | Note 10 – Business Acquisitions Acquisitions We completed acquisitions during the nine months ended September 25, 2021 which were immaterial to our financial statements. The acquisitions that we completed included companies within our health care distribution and technology and value-added services segments. The initial ownership interest we acquired in these companies ranged from approximately 51% to 100%. Acquisitions within our health care distribution segment included companies that specialize in the distribution and manufacturing of dental and medical products, a provider of home medical supplies, and a provider of product kitting and sterile packaging. Within our technology and value-added services segment, we acquired companies that focus on dental marketing and website solutions, practice transition services, and business analytics and intelligence software. The following table summarizes the estimated fair value, as of the date of acquisition, of consideration paid and net assets acquired for acquisitions during the nine months ended September 25, 2021. While we use our best estimates and assumptions to accurately value those assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill within our consolidated balance sheets. Acquisition consideration: Cash $ 435,216 Redeemable noncontrolling interests 179,086 Total consideration 614,302 Identifiable assets acquired and liabilities assumed: Current assets 158,657 Intangible assets 258,501 Other noncurrent assets 38,519 Current liabilities ( 62,176) Deferred income taxes ( 17,580) Other noncurrent liabilities ( 38,271) Total identifiable net assets 337,650 Goodwill 284,151 Total net assets acquired $ 621,801 The major classes of assets and liabilities that we generally allocate purchase price to, excluding goodwill, include identifiable intangible assets (i.e., trademarks and trade names, customer relationships and lists, non-compete agreements and product development), property, plant and equipment, deferred income taxes and other current and long-term assets and liabilities. The estimated fair value of identifiable intangible assets is based on critical judgments and assumptions derived from analysis of market conditions, including discount rates, projected revenue growth rates, estimated customer attrition and projected cash flows. These assumptions are forward-looking and could be affected by future economic and market conditions. Certain prior owners of acquired subsidiaries are eligible to receive additional purchase price cash consideration if certain financial targets are met. We have accrued liabilities for the estimated fair value of additional purchase price consideration at the time of the acquisition. Any adjustments to these accrual amounts are recorded in our consolidated statements of income. For the nine months ended September 25, 2021 and September 26, 2020, there were no material adjustments recorded in our consolidated statements of income relating to changes in estimated contingent purchase price liabilities. |
Plans of Restructuring
Plans of Restructuring | 9 Months Ended |
Sep. 25, 2021 | |
Plans of Restructuring [Abstract] | |
Plans of Restructuring | Note 11 – Plans of Restructuring On November 20, 2019, we committed to a contemplated restructuring initiative intended to mitigate stranded costs associated with the Animal Health Spin-off and to rationalize operations and to provide expense efficiencies. These activities were originally expected to be completed by the end of 2020. In light of the changes to the business environment brought on by the COVID-19 pandemic, we extended such activities to the end of 2021. During the three months ended September 25, 2021 and September 26, 2020, we recorded restructuring costs (credits) of $( 0.2) million and $ 7.0 million. During the nine months ended September 25, 2021 and September 26, 2020, we recorded restructuring costs of $ 3.4 million and $ 27.7 million. The restructuring costs (credits) for these periods included costs (credits) for severance benefits and facility exit costs. The costs (credits) associated with these restructurings are included in a separate line item, “Restructuring costs (credits)” within our consolidated statements of income. We are currently unable in good faith to make a determination of an estimate of the amount or range of amounts expected to be incurred in connection with these activities in 2021, both with respect to each major type of cost associated therewith and with respect to the total cost, or an estimate of the amount or range of amounts that will result in future cash expenditures. The following table shows the net amounts expensed and paid for restructuring costs that were incurred during the nine months ended September 25, 2021 and during our 2020 fiscal year and the remaining accrued balance of restructuring costs as of September 25, 2021, which is included in Accrued expenses: Other within our consolidated balance sheets: Facility Severance Closing Costs Costs Other Total Balance, December 28, 2019 $ 12,911 $ 826 $ 73 $ 13,810 Provision 25,855 5,878 360 32,093 Payments and other adjustments ( 26,152) ( 6,309) ( 329) ( 32,790) Balance, December 26, 2020 $ 12,614 $ 395 $ 104 $ 13,113 Provision 3,234 ( 105) 231 3,360 Payments and other adjustments ( 13,746) 10 ( 332) ( 14,068) Balance, September 25, 2021 $ 2,102 $ 300 $ 3 $ 2,405 The following table shows, by reportable segment, the net amounts expensed and paid for restructuring costs that were incurred during the nine months ended September 25, 2021 and during our 2020 fiscal year and the remaining accrued balance of restructuring costs as of September 25, 2021: Technology and Health Care Value-Added Distribution Services Total Balance, December 28, 2019 $ 13,373 $ 437 $ 13,810 Provision 30,935 1,158 32,093 Payments and other adjustments ( 31,484) ( 1,306) ( 32,790) Balance, December 26, 2020 $ 12,824 $ 289 $ 13,113 Provision 2,830 530 3,360 Payments and other adjustments ( 13,563) ( 505) ( 14,068) Balance, September 25, 2021 $ 2,091 $ 314 $ 2,405 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12 – Earnings Per Share Basic earnings per share is computed by dividing net income attributable to Henry Schein, Inc. by the weighted-average number of common shares outstanding for the period. Our diluted earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable for presently unvested restricted stock and restricted stock units and upon exercise of stock options using the treasury stock method in periods in which they have a dilutive effect. A reconciliation of shares used in calculating earnings per basic and diluted share follows: Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Basic 139,377 142,362 140,661 142,553 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 1,702 729 1,518 755 Diluted 141,079 143,091 142,179 143,308 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes For the nine months ended September 25, 2021 our effective tax rate was 24.2% compared to 20.0% for the prior year period. The difference between our effective tax rates and the federal statutory tax rate for the nine months ended September 25, 2021 primarily relates to state and foreign income taxes, interest expense and tax charges and credits associated with legal entity reorganizations. The difference between our effective tax rate and the federal statutory tax rate for the nine months ended September 26, 2020 was primarily due to a U.S. federal income tax settlement reached during the third quarter, which lowered income tax expense by approximately $ 15.6 million, as well as state and foreign income taxes and interest expense. The American Rescue Plan Act of 2021 (“ARPA”) was signed into law on March 11, 2021. The ARPA included a corporate income tax provision to further limit the deductibility of compensation under Section 162(m) for tax years starting after December 31, 2026. Section 162(m) generally limits the deductibility of compensation paid to covered employees of publicly held corporations. Covered employees include the CEO, CFO and the three highest paid officers. The ARPA expands the group of covered employees to additionally include five of the highest paid employees. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act includes, but is not limited to, certain income tax provisions that modify the Section 163(j) limitation of business interest and net operating loss carryover and carryback rules. We have analyzed the income tax provisions of the CARES Act and have accounted for the impact in the nine months ended September 26, 2020, which did not have a material impact on our consolidated financial statements. There are certain other non-income tax benefits available to us under the CARES Act that require further clarification or interpretation that may affect our consolidated financial statements in the future. The total amount of unrecognized tax benefits, which are included in “Other liabilities” within our consolidated balance sheets, as of September 25, 2021 was approximately $ 79.0 million, of which $ 64.3 million would affect the effective tax rate if recognized. It is possible that the amount of unrecognized tax benefits will change in the next 12 months, which may result in a material impact on our consolidated statements of income. The tax years subject to examination by major tax jurisdictions include years 2017 and forward by the U.S Internal Revenue Service (the “IRS”) as well as the years 2008 and forward for certain states and certain foreign jurisdictions. All tax returns audited by the IRS are officially closed through 2016. During the quarter ended June 26, 2021 we reached a resolution with the Appellate Division for all remaining outstanding issues for 2012 and 2013. The resolution did not have a material impact to our consolidated financial statements. We reached a settlement with the U.S. Competent Authority to resolve certain transfer pricing issues related to 2012 and 2013 in the quarter ended December 28, 2019. During the quarter ended September 26, 2020 we finalized negotiations with the Advance Pricing Division and reached an agreement on an appropriate transfer pricing methodology for the years 2014-2025. The objective of this resolution was to mitigate future transfer pricing audit adjustments. In the fourth quarter of 2020, we reached a favorable resolution with the IRS relating to select audit years. The total amounts of interest and penalties are classified as a component of the provision for income taxes. The amount of tax interest credits were approximately $( 2.2) million for the nine months ended September 25, 2021, and $( 1.1) million for the nine months ended September 26, 2020. The total amount of accrued interest is included in “Other liabilities,” and was approximately $ 11.7 million as of September 25, 2021 and $ 14.0 million as of December 26, 2020. No penalties were accrued for the periods presented. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 25, 2021 | |
Derivative and Hedging Activities [Abstract] | |
Derivatives and Hedging Activities | Note 14 – 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 each other, and changes to the credit risk of the derivative counterparties. We attempt to minimize these risks by primarily using foreign currency forward contracts and by maintaining counter-party credit limits. These hedging activities provide only limited protection against currency exchange and credit risks. Factors that could influence the effectiveness of our hedging programs include currency markets and availability of hedging instruments and liquidity of the credit markets. All foreign currency forward contracts that we enter into are components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure. We do not enter into such contracts for speculative purposes and we manage our credit risks by diversifying our counterparties, maintaining a strong balance sheet and having multiple sources of capital. During 2019 we entered into foreign currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as net investment hedges. These net investment hedges offset the change in the U.S. dollar value of our investment in certain euro-functional currency subsidiaries due to fluctuating foreign exchange rates. Accumulated other comprehensive loss within our consolidated balance sheets. Amounts excluded from the assessment of hedge effectiveness are included in interest expense within our consolidated statements of income. The aggregate notional value of this net investment hedge, which matures on November 16, 2023, is approximately € 200 million. During the three months ended September 25, 2021 and September 26, 2020, we recognized approximately $ 1.1 million and $ 1.2 million, respectively, of interest savings as a result of this net investment hedge. During the nine months ended September 25, 2021 and September 26, 2020, we recognized approximately $ 3.3 and $ 3.6 million, respectively, of interest savings as a result of this net investment hedge. On March 20, 2020, we entered into a total return swap for the purpose of economically hedging our unfunded non-qualified supplemental retirement plan (“SERP”) and our deferred compensation plan (“DCP”). This swap will offset changes in our SERP and DCP liabilities. At the inception, the notional value of the investments in these plans was $ 43.4 million. At September 25, 2021, the notional value of the investments in these plans was $ 86.0 million. At September 25, 2021, the financing blended rate for this swap was based on LIBOR of 0.08% plus 0.47%, for a combined rate of 0.55%. For the three months and nine months ended September 25, 2021, we have recorded a gain, within the selling, general and administrative line item in our consolidated statement of income, of approximately $ 2.0 million and $ 10.1 million, respectively, net of transaction costs, related to this undesignated swap. For the three months and nine months ended September 26, 2020, we have recorded a gain, within the selling, general and administrative line item in our consolidated statement of income, of approximately $ 3.8 million and $ 14.2 million, respectively, net of transaction costs, related to this undesignated swap. This swap is expected to be renewed on an annual basis after its current expiration date of March 29, 2022, and is expected to result in a neutral impact to our results of operations. Fluctuations in the value of certain foreign currencies as compared to the U.S. dollar may positively or negatively affect our revenues, gross margins, operating expenses and retained earnings, all of which are expressed in U.S. dollars. Where we deem it prudent, we engage in hedging programs using primarily foreign currency forward contracts aimed at limiting the impact of foreign currency exchange rate fluctuations on earnings. We purchase short-term (i.e., generally 18 months or less) foreign currency forward contracts to protect against currency exchange risks associated with intercompany loans due from our international subsidiaries and the payment of merchandise purchases to our foreign suppliers. We do not hedge the translation of foreign currency profits into U.S. dollars, as we regard this as an accounting exposure, not an economic exposure. Our hedging activities have historically not had a material impact on our consolidated financial statements. Accordingly, additional disclosures related to derivatives and hedging activities required by ASC 815 have been omitted. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 25, 2021 | |
Disclosure of Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 15 – Stock-Based Compensation Our accompanying consolidated statements of income reflect pre-tax stock-based compensation expense of $ 27.5 million ($ 20.9 million after-tax) and $ 57.7 million ($ 43.8 million after-tax) for the three and nine months ended September 25, 2021, respectively. For the three and nine months ended September 26, 2020 we recorded pre-tax stock-based compensation expense of $ 5.7 million ($ 4.1 million after-tax) and a credit of $ 6.6 million ($ 5.3 million after-tax), respectively. The $ 6.6 million credit for stock-based compensation during the nine months ended September 26, 2020 reflected our reduced estimate in expected achievement of performance-based targets resulting from the impact of COVID-19. Our accompanying consolidated statements of cash flows present our stock-based compensation expense (credit) as an adjustment to reconcile net income to net cash provided by operating activities for all periods presented. In the accompanying consolidated statements of cash flows, there were no benefits associated with tax deductions in excess of recognized compensation as a cash inflow from financing activities for the nine months ended September 25, 2021 and September 26, 2020, respectively. Stock-based compensation represents the cost related to stock-based awards granted to employees and non-employee directors. We measure stock-based compensation at the grant date, based on the estimated fair value of the award, and recognize the cost (net of estimated forfeitures) as compensation expense over the requisite service period. Our stock-based compensation expense is reflected in selling, general and administrative expenses in our consolidated statements of income. Stock-based awards are provided to certain employees and non-employee directors under the terms of our 2020 Stock Incentive Plan and our 2015 Non-Employee Director Stock Incentive Plan (together, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Historically, equity-based awards have been granted solely in the form of restricted stock units (“RSUs”). However, beginning in 2021, our equity-based awards have been granted in the form of RSUs and non-qualified stock options. Grants of RSUs are stock-based awards granted to recipients with specified vesting provisions. In the case of RSUs, common stock is generally delivered on or following satisfaction of vesting conditions. We issue RSUs that vest solely based on the recipient’s continued service over time (primarily four-year cliff vesting, except for grants made under the 2015 Non-Employee Director Stock Incentive Plan, which are primarily 12-month cliff vesting), and RSUs that vest based on our achieving specified performance measurements and the recipient’s continued service over time (primarily three-year During the three months ended March 27, 2021, as a result of the continuing economic risk and uncertainty resulting from the ongoing COVID-19 pandemic, the Compensation Committee decided to adjust the form of awards granted under our 2021 long-term incentive program for our 2021 fiscal year in a manner that focuses on our long-term value by granting stock options and time-based RSUs rather than performance-based RSUs. Stock options are awards that allow the recipient to purchase shares of our common stock at a fixed price following vesting of the stock options. Stock options are granted at an exercise price equal to our closing stock price on the date of grant. Stock options issued during 2021 vest one-third three years from the grant date and have a contractual term of ten years from the grant date, subject to earlier termination of the term upon certain events. Compensation expense for these stock options is recognized using a graded vesting method. We estimate the fair value of stock options using the Black-Scholes valuation model. In addition to equity-based awards under the 2021 long-term incentive program under the 2020 Stock Incentive Plan, the Compensation Committee granted a Special Pandemic Recognition Award under the 2020 Stock Incentive Plan to recipients of performance-based RSUs under the 2018 long-term incentive program. These time-based RSU awards will vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, based on the recipient’s continued service and subject to the terms and conditions of the Plans, and are recorded as compensation expense using a graded vesting method. With respect to time-based RSUs, we estimate the fair value on the date of grant based on our closing stock price at time of grant. With respect to performance-based RSUs, the number of shares that ultimately vest and are received by the recipient is based upon our performance as measured against specified targets over a specified period, as determined by the Compensation Committee. Although there is no guarantee that performance targets will be achieved, we estimate the fair value of performance-based RSUs based on our closing stock price at time of grant. The Plans provide for adjustments to the performance-based restricted stock units targets for significant events, including, without limitation, acquisitions, divestitures, new business ventures, certain capital transactions (including share repurchases), restructuring costs, if any, certain litigation settlements or payments, if any, changes in accounting principles or in applicable laws or regulations, changes in income tax rates in certain markets and foreign exchange fluctuations. Over the performance period, the number of shares of common stock that will ultimately vest and be issued and the related compensation expense is adjusted upward or downward based upon our estimation of achieving such performance targets. The ultimate number of shares delivered to recipients and the related compensation cost recognized as an expense will be based on our actual performance metrics as defined under the Plans. Total unrecognized compensation cost related to unvested awards as of September 25, 2021 was $ 85.7 million, which is expected to be recognized over a weighted-average period of approximately 2.2 years. The following weighted-average assumptions were used in determining the most recent fair values of stock options granted using the Black-Scholes valuation model: Expected dividend yield 0.0 % Expected stock price volatility 27.00 % Risk-free interest rate 0.97 % Expected life of options (years) 6.00 We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in the foreseeable future. The expected stock price volatility is based on implied volatilities from traded options on our stock, historical volatility of our stock, and other factors. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant in conjunction with considering the expected life of options. The six year expected life of the options was determined using the simplified method for estimating the expected term as permitted under SAB Topic 14. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by recipients of stock options, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us. The following table summarizes stock option activity under the Plans during the nine months ended September 25, 2021: Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Life in Intrinsic Shares Price Years Value Outstanding at beginning of period - $ - Granted 807 63.05 Exercised - - Forfeited ( 6) 62.99 Outstanding at end of period 801 $ 63.05 9.4 $ 15.05 Options exercisable at end of period 1 $ 62.71 The following tables summarize the activity of our unvested RSUs for the nine months ended September 25, 2021: Time-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,459 $ 57.61 Granted 833 63.24 Vested ( 266) 66.85 Forfeited ( 32) 60.13 Outstanding at end of period 1,994 $ 58.77 $ 78.10 Performance-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 136 $ 53.52 Granted 531 58.92 Vested ( 84) 52.35 Forfeited ( 14) 59.34 Outstanding at end of period 569 $ 59.65 $ 78.10 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 25, 2021 | |
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 25, September 26, 2021 2020 Interest $ 21,959 $ 29,551 Income taxes 178,804 164,575 During the nine months ended September 25, 2021 and September 26, 2020, we had a $ 7.0 million and $ 3.0 million of non-cash net unrealized gains related to foreign currency hedging activities, respectively. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 25, 2021 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Note 17 – Legal Proceedings On May 29, 2018 The County of Summit, Ohio et al. v. Purdue Pharma, L.P., et al., Civil Action No. 1:18-op-45090-DAP (“County of Summit Action”), in the U.S. District Court for the Northern District of Ohio, adding Henry Schein, Inc., Henry Schein Medical Systems, Inc. and others as defendants. Summit County alleged that manufacturers of prescription opioid drugs engaged in a false advertising campaign to expand the market for such drugs and their own market share and that the entities in the supply chain (including Henry Schein, Inc. and Henry Schein Medical Systems, Inc.) reaped financial rewards by refusing or otherwise failing to monitor appropriately and restrict the improper distribution of those drugs. On October 29, 2019, the Company was dismissed with prejudice from this lawsuit. Henry Schein, working with Summit County, donated $ 1 million to a foundation and paid $ 250,000 of Summit County’s expenses, as described in our prior filings with the SEC. In addition to the County of Summit Action, Henry Schein and/or one or more of its affiliated companies have been named as a defendant in multiple lawsuits (currently approximately one-hundred and fifty ( 150)), which allege claims similar to those alleged in the County of Summit Action. These actions consist of some that have been consolidated within the MDL and are currently abated for discovery purposes, and others which remain pending in state courts and are proceeding independently and outside of the MDL. On October 9, 2020, the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, Case No. CACE19018882, granted Henry Schein’s motion to dismiss the claims brought against it in the action filed by North Broward Hospital District et. al. The Florida court gave plaintiffs until November 24, 2020 to replead their claims against Henry Schein, and plaintiffs filed an amended complaint. On January 8, 2021, Henry Schein filed a motion to dismiss the amended complaint. On September 20, 2021, the Florida court denied Henry Schein’s motion to dismiss. At this time, the only case set for trial is the action filed by DCH Health Care Authority, et al. in Alabama state court, which is currently scheduled for a liability jury trial on plaintiffs’ public nuisance claims on July 18, 2022. Of Henry Schein’s 2020 revenue of approximately $ 10.1 billion from continuing operations, sales of opioids represented less than one-tenth of 1 On September 30, 2019 City of Hollywood Police Officers Retirement System, individually and on behalf of all others similarly situated, filed a putative class action complaint for violation of the federal securities laws against Henry Schein, Inc., Covetrus, Inc., and Benjamin Shaw and Christine Komola (Covetrus’s then Chief Executive Officer and Chief Financial Officer, respectively) in the U.S. District Court for the Eastern District of New York, Case No. 2:19-cv-05530-FB-RLM. The complaint seeks to certify a class consisting of all persons and entities who, subject to certain exclusions, purchased or otherwise acquired Covetrus common stock from February 8, 2019 through August 12, 2019. The case relates to the Animal Health Spin-off and Merger of the Henry Schein Animal Health Business with Vets First Choice in February 2019. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Securities and Exchange Commission Rule 10b-5 and asserts that defendants’ statements in the offering documents and after the transaction were materially false and misleading because they purportedly overstated Covetrus’s capabilities as to inventory management and supply-chain services, understated the costs of integrating the Henry Schein Animal Health Business and Vets First Choice, understated Covetrus’s separation costs from Henry Schein, and understated the impact on earnings from online competition and alternative distribution channels and from the loss of an allegedly large customer in North America just before the Separation and Merger. The complaint seeks unspecified monetary damages and a jury trial. Pursuant to the provisions of the PSLRA, the court appointed lead plaintiff and lead counsel on December 23, 2019. Lead plaintiff filed a Consolidated Class Action Complaint on February 21, 2020. Lead plaintiff added Steve Paladino, our Chief Financial Officer, as a defendant in the action. Lead plaintiff filed an Amended Consolidated Class Action Complaint on May 21, 2020, in which it added a claim that Mr. Paladino is a “control person” of Covetrus. On August 3, 2021, the court granted Henry Schein’s and Mr. Paladino’s motion to dismiss them from the case with prejudice. On February 5, 2021 Jack Garnsey filed a putative shareholder derivative action on behalf of Covetrus, Inc. in the U.S. District Court for the Eastern District of New York, naming as defendants Benjamin Shaw, Christine T. Komola, Steven Paladino, Betsy Atkins, Deborah G. Ellinger, Sandra L. Helton, Philip A. Laskaway, Mark J. Manoff, Edward M. McNamara, Ravi Sachdev, David E. Shaw, Benjamin Wolin, and Henry Schein, Inc., with Covetrus, Inc. named as a nominal defendant. The complaint alleges that the individual defendants breached their fiduciary duties under state law in connection with the same allegations asserted in the City of Hollywood securities class action described above and further alleges that Henry Schein aided and abetted such breaches. The complaint also asserts claims for contribution under the federal securities laws against Henry Schein and other defendants, also arising out of the allegations in the City of Hollywood lawsuit. The complaint seeks declaratory, injunctive, and monetary relief. A second similar complaint, Stegmann v. Wolin, was filed in the same court on March 30, 2021, which did not name the Company as a defendant. We expect a consolidated amended complaint to be filed and Plaintiffs have agreed to dismiss Henry Schein from the consolidated amended complaint without prejudice; we expect the parties to submit a proposed order to the Court reflecting this agreement. From time to time, we may become a party to other legal proceedings, including, without limitation, product liability claims, employment matters, commercial disputes, governmental inquiries and investigations (which may in some cases involve our entering into settlement arrangements or consent decrees), and other matters arising out of the ordinary course of our business. While the results of any legal proceeding cannot be predicted with certainty, in our opinion none of these other pending matters are currently anticipated to have a material adverse effect on our consolidated financial position, liquidity or results of operations. As of September 25, 2021, we had accrued our best estimate of potential losses relating to claims that were probable to result in liability and for which we were able to reasonably estimate a loss. This accrued amount, as well as related expenses, was not material to our financial position, results of operations or cash flows. Our method for determining estimated losses considers currently available facts, presently enacted laws and regulations and other factors, including probable recoveries from third parties. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 25, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 18 – Related Party Transactions On February 7, 2019 (the “Distribution Date”), we completed the separation (the “Separation”) and subsequent merger (“Merger”) of our animal health business (the “Henry Schein Animal Health Business”) with Direct Vet Marketing, Inc. (d/b/a Vets First Choice, “Vets First Choice”). This was accomplished by a series of transactions among us, Vets First Choice, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly owned subsidiary of ours prior to the Distribution Date, and HS Merger Sub, Inc., a wholly owned subsidiary of Covetrus. In connection with the Separation, we contributed, assigned and transferred to Covetrus certain applicable assets, liabilities and capital stock or other ownership interests relating to the Henry Schein Animal Health Business. On the Distribution Date, we received a tax-free distribution of $ 1,120 million from Covetrus pursuant to certain debt financing incurred by Covetrus. On the Distribution Date and prior to the Animal Health Spin-off, Covetrus issued shares of Covetrus common stock to certain institutional accredited investors for $ 361.1 million (the “Share Sale”). The proceeds of the Share Sale were paid to Covetrus and distributed to us. Subsequent to the Share Sale, we distributed, on a pro rata basis, all of the shares of the common stock of Covetrus held by us to our stockholders of record as of the close of business on January 17, 2019 (the “Animal Health Spin-off”). In connection with the completion of the Animal Health Spin-off during our 2019 fiscal year, we entered into a transition services agreement with Covetrus under which we agreed to provide certain transition services for up to twenty-four months in areas such as information technology, finance and accounting, human resources, supply chain, and real estate and facility services. Services provided under this transition services agreement ended in December 2020. During the three and nine months ended September 26, 2020, we recorded approximately $ 3.9 million and $ 12.7 million, respectively, of fees for these services. Covetrus also purchased certain products from us pursuant to the transition services agreement, which ended in December 2020. During the three and nine months ended September 26, 2020, net sales to Covetrus were approximately $ 24.8 million and $ 66.0 million, respectively. In connection with the formation of Henry Schein One, LLC, our joint venture with Internet Brands, which was formed on July 1, 2018, we entered into a ten-year royalty agreement with Internet Brands whereby we will pay Internet Brands approximately $ 31.0 million annually for the use of their intellectual property. 7.8 million and $ 23.4 million, respectively in connection with costs related to this royalty agreement. During the three and nine months ended September 26, 2020, we recorded $ 7.8 million and $ 23.4 million, respectively, in connection with costs related to this royalty agreement. As of September 25, 2021 and December 26, 2020, Henry Schein One, LLC had a net (payable) receivable balance due (to) from Internet Brands of $( 14.7) million and $ 4.7 million, respectively, comprised of amounts related to results of operations and the royalty agreement. During our normal course of business, we have interests in entities that we account for under the equity accounting method. During the three and nine months ended September 25, 2021, we recorded net sales of $ 17.7 million and $ 50.9 million, respectively, to such entities. During the three and nine months ended September 26, 2020, we recorded net sales of $ 13.4 million and $ 38 million, respectively, to such entities. During the three and nine months ended September 25, 2021, we purchased $ 4.8 million and $ 13.9 million, respectively, from such entities. During the three and nine months ended September 26, 2020, we purchased $ 4.3 million and $ 10.3 million, respectively, from such entities. At September 25, 2021 and December 26, 2020, in the aggregate we had $ 48.3 million and $ 36.9 million, due from our equity affiliates, and $ 9.6 million and $ 8.7 million due to our equity affiliates, respectively. |
Critical Accounting Policies,_2
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards (Policies) | 9 Months Ended |
Sep. 25, 2021 | |
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards | |
Accounting Pronouncements Adopted and Recently Issued Accounting Standards | Accounting Pronouncements Adopted On December 27, adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging— in Entity’s Own Equity” (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments. In addition to eliminating certain accounting models, this ASU includes improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. We do not expect that the requirements of this ASU will have a material impact on our consolidated financial statements. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Revenue from Contracts with Customers | |
Disaggregation of Revenue | Three Months Ended Nine Months Ended September 25, 2021 September 25, 2021 North America International Global North America International Global Revenues: Health care distribution Dental $ 1,114,631 $ 708,263 $ 1,822,894 $ 3,287,021 $ 2,235,145 $ 5,522,166 Medical 1,163,799 23,013 1,186,812 3,006,699 77,978 3,084,677 Total health care distribution 2,278,430 731,276 3,009,706 6,293,720 2,313,123 8,606,843 Technology and value-added services 147,644 20,965 168,609 399,478 64,178 463,656 Total revenues $ 2,426,074 $ 752,241 $ 3,178,315 $ 6,693,198 $ 2,377,301 $ 9,070,499 Three Months Ended Nine Months Ended September 26, 2020 September 26, 2020 North America International Global North America International Global Revenues: Health care distribution Dental $ 1,008,836 $ 641,017 $ 1,649,853 $ 2,413,154 $ 1,653,067 $ 4,066,221 Medical 1,002,741 24,405 1,027,146 2,377,357 68,287 2,445,644 Total health care distribution 2,011,577 665,422 2,676,999 4,790,511 1,721,354 6,511,865 Technology and value-added services 120,949 17,406 138,355 327,374 48,173 375,547 Total excluding Corporate TSA revenues (1) 2,132,526 682,828 2,815,354 5,117,885 1,769,527 6,887,412 Corporate TSA revenues (1) - 24,792 24,792 - 66,004 66,004 Total revenues $ 2,132,526 $ 707,620 $ 2,840,146 $ 5,117,885 $ 1,835,531 $ 6,953,416 Corporate TSA revenues represents sales of certain animal health products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Segment Data | |
Business segment information | Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Net Sales: Health care distribution (1) Dental $ 1,822,894 $ 1,649,853 $ 5,522,166 $ 4,066,221 Medical 1,186,812 1,027,146 3,084,677 2,445,644 Total health care distribution 3,009,706 2,676,999 8,606,843 6,511,865 Technology and value-added services (2) 168,609 138,355 463,656 375,547 Total excluding Corporate TSA revenue 3,178,315 2,815,354 9,070,499 6,887,412 Corporate TSA revenues (3) - 24,792 - 66,004 Total $ 3,178,315 $ 2,840,146 $ 9,070,499 $ 6,953,416 Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, dental specialty products (including implant, orthodontic and endodontic products), diagnostic tests, infection-control products, PPE and vitamins. Consists of practice management software and other value-added products, which are distributed primarily to health care providers, and financial services on a non-recourse basis, e-services, continuing education services for practitioners, consulting and other services. Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. See Note-18 Related Party Transactions for further information. Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Operating Income: Health care distribution $ 179,275 $ 148,658 $ 558,968 $ 271,477 Technology and value-added services 31,546 39,013 92,127 82,626 Total $ 210,821 $ 187,671 $ 651,095 $ 354,103 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Debt | |
Bank credit lines | September 25, December 26, 2021 2020 Revolving credit agreement $ - $ - Other short-term bank credit lines 59,394 73,366 Total $ 59,394 $ 73,366 |
Long-term debt | September 25, December 26, 2021 2020 Private placement facilities $ 706,433 $ 613,498 Note payable - 1,554 Various collateralized and uncollateralized loans payable with interest, in varying installments through 2023 at interest rates ranging from 2.45% to 4.27% at September 25, 2021 and ranging from 2.62% to 4.27% at December 26, 2020 3,566 4,596 Finance lease obligations (see Note 6) 5,179 5,961 Total 715,178 625,609 Less current maturities ( 9,638) ( 109,836) Total long-term debt $ 705,540 $ 515,773 |
Private placement facilities | Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date January 20, 2012 (1) $ 7,143 3.09 % January 20, 2022 January 20, 2012 50,000 3.45 January 20, 2024 December 24, 2012 50,000 3.00 December 24, 2024 June 16, 2017 100,000 3.42 June 16, 2027 September 15, 2017 100,000 3.52 September 15, 2029 January 2, 2018 100,000 3.32 January 2, 2028 September 2, 2020 100,000 2.35 September 2, 2030 June 2, 2021 100,000 2.48 June 2, 2031 June 2, 2021 100,000 2.58 June 2, 2033 Less: Deferred debt issuance costs ( 710) $ 706,433 (1) Annual repayments of approximately $ 7.1 million for this borrowing commenced on January 20, 2016. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Leases | |
Components of lease expense, supplemental balance sheet information, and supplemental cash flow | Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Operating lease cost: (1) $ 26,914 $ 21,343 $ 75,860 $ 65,413 Finance lease cost: Amortization of right-of-use assets 573 434 1,693 1,148 Interest on lease liabilities 24 29 77 86 Total finance lease cost $ 597 $ 463 $ 1,770 $ 1,234 (1) Includes variable lease expenses. Supplemental balance sheet information related to leases is as follows: September 25, December 26, 2021 2020 Operating Leases: Operating lease right-of-use assets $ 329,886 $ 288,847 Current operating lease liabilities 77,383 64,716 Non-current operating lease liabilities 270,152 238,727 Total operating lease liabilities $ 347,535 $ 303,443 Finance Leases: Property and equipment, at cost $ 11,255 $ 10,683 Accumulated depreciation ( 5,470) ( 4,277) Property and equipment, net of accumulated depreciation $ 5,785 $ 6,406 Current maturities of long-term debt $ 2,219 $ 2,420 Long-term debt 2,960 3,541 Total finance lease liabilities $ 5,179 $ 5,961 Weighted Average Remaining Lease Term in Years: Operating leases 7.4 7.5 Finance leases 4.0 4.3 Weighted Average Discount Rate: Operating leases 2.5 % 2.8 % Finance leases 1.7 % 1.9 % Supplemental cash flow information related to leases is as follows: Nine Months Ended September 25, September 26, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 62,363 $ 57,666 Operating cash flows for finance leases 67 76 Financing cash flows for finance leases 2,129 1,515 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 101,192 $ 66,082 Finance leases 1,488 2,489 |
Maturities of operating lease liabilities | Maturities of lease liabilities are as follows: September 25, 2021 Operating Finance Leases Leases 2021 $ 22,362 $ 699 2022 80,662 1,990 2023 57,878 1,015 2024 43,237 416 2025 38,621 355 Thereafter 138,529 888 Total future lease payments 381,289 5,363 Less: imputed interest ( 33,754) ( 184) Total $ 347,535 $ 5,179 |
Maturities of finance lease liabilities | Maturities of lease liabilities are as follows: September 25, 2021 Operating Finance Leases Leases 2021 $ 22,362 $ 699 2022 80,662 1,990 2023 57,878 1,015 2024 43,237 416 2025 38,621 355 Thereafter 138,529 888 Total future lease payments 381,289 5,363 Less: imputed interest ( 33,754) ( 184) Total $ 347,535 $ 5,179 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Redeemable Noncontrolling Interests | |
Change in fair value of redeemable noncontrolling interests | September 25, December 26, 2021 2020 Balance, beginning of period $ 327,699 $ 287,258 Decrease in redeemable noncontrolling interests due to redemptions ( 50,292) ( 17,241) Increase in redeemable noncontrolling interests due to business acquisitions 189,870 28,387 Net income attributable to redeemable noncontrolling interests 19,770 13,363 Dividends declared ( 13,959) ( 12,631) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests ( 4,098) ( 4,279) Change in fair value of redeemable securities 143,592 32,842 Balance, end of period $ 612,582 $ 327,699 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Comprehensive Income | |
Accumulated other comprehensive loss net of applicable taxes | September 25, December 26, 2021 2020 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ ( 28,715) $ ( 24,617) Attributable to noncontrolling interests: Foreign currency translation adjustment $ 395 $ 235 Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ ( 112,732) $ ( 76,565) Unrealized loss from foreign currency hedging activities ( 6,342) ( 11,488) Unrealized investment gain - 1 Pension adjustment loss ( 18,566) ( 20,032) Accumulated other comprehensive loss $ ( 137,640) $ ( 108,084) Total Accumulated other comprehensive loss $ ( 165,960) $ ( 132,466) |
Components of comprehensive income, net of applicable taxes | Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Net income $ 169,474 $ 151,784 $ 508,379 $ 272,082 Foreign currency translation gain (loss) ( 39,762) 37,588 ( 40,105) ( 17,316) Tax effect - - - - Foreign currency translation gain (loss) ( 39,762) 37,588 ( 40,105) ( 17,316) Unrealized gain (loss) from foreign currency hedging activities 4,708 ( 10,490) 6,965 3,010 Tax effect ( 1,172) 2,793 ( 1,819) ( 553) Unrealized gain (loss) from foreign currency hedging activities 3,536 ( 7,697) 5,146 2,457 Unrealized investment gain (loss) 3 2 ( 1) ( 6) Tax effect ( 1) - - 1 Unrealized investment gain (loss) 2 2 ( 1) ( 5) Pension adjustment gain (loss) 893 ( 471) 1,916 227 Tax effect ( 269) 133 ( 450) ( 66) Pension adjustment gain (loss) 624 ( 338) 1,466 161 Comprehensive income $ 133,874 $ 181,339 $ 474,885 $ 257,379 |
Total comprehensive income, net of applicable taxes | Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Comprehensive income attributable to Henry Schein, Inc. $ 131,425 $ 169,616 $ 454,443 $ 257,202 Comprehensive income attributable to noncontrolling interests 1,380 4,354 4,770 3,923 Comprehensive income (loss) attributable to Redeemable noncontrolling interests 1,069 7,369 15,672 ( 3,746) Comprehensive income $ 133,874 $ 181,339 $ 474,885 $ 257,379 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value - assets and liabilities measured and recognized on a recurring basis | September 25, 2021 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 1,141 $ - $ 1,141 Total assets $ - $ 1,141 $ - $ 1,141 Liabilities: Derivative contracts $ - $ 1,905 $ - $ 1,905 Total return swaps - 408 - 408 Total liabilities $ - $ 2,313 $ - $ 2,313 Redeemable noncontrolling interests $ - $ - $ 612,582 $ 612,582 December 26, 2020 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 1,868 $ - $ 1,868 Total return swaps - 1,565 - 1,565 Total assets $ - $ 3,433 $ - $ 3,433 Liabilities: Derivative contracts $ - $ 11,765 $ - $ 11,765 Total liabilities $ - $ 11,765 $ - $ 11,765 Redeemable noncontrolling interests $ - $ - $ 327,699 $ 327,699 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Business Acquisitions | |
Summary of estimated fair value, Acquisitions consideration | Acquisition consideration: Cash $ 435,216 Redeemable noncontrolling interests 179,086 Total consideration 614,302 Identifiable assets acquired and liabilities assumed: Current assets 158,657 Intangible assets 258,501 Other noncurrent assets 38,519 Current liabilities ( 62,176) Deferred income taxes ( 17,580) Other noncurrent liabilities ( 38,271) Total identifiable net assets 337,650 Goodwill 284,151 Total net assets acquired $ 621,801 |
Plans of Restructuring (Tables)
Plans of Restructuring (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Plans of Restructuring [Abstract] | |
Schedule of restructuring reserve by type of cost | Facility Severance Closing Costs Costs Other Total Balance, December 28, 2019 $ 12,911 $ 826 $ 73 $ 13,810 Provision 25,855 5,878 360 32,093 Payments and other adjustments ( 26,152) ( 6,309) ( 329) ( 32,790) Balance, December 26, 2020 $ 12,614 $ 395 $ 104 $ 13,113 Provision 3,234 ( 105) 231 3,360 Payments and other adjustments ( 13,746) 10 ( 332) ( 14,068) Balance, September 25, 2021 $ 2,102 $ 300 $ 3 $ 2,405 |
Schedule of restructuring reserve by segment | Technology and Health Care Value-Added Distribution Services Total Balance, December 28, 2019 $ 13,373 $ 437 $ 13,810 Provision 30,935 1,158 32,093 Payments and other adjustments ( 31,484) ( 1,306) ( 32,790) Balance, December 26, 2020 $ 12,824 $ 289 $ 13,113 Provision 2,830 530 3,360 Payments and other adjustments ( 13,563) ( 505) ( 14,068) Balance, September 25, 2021 $ 2,091 $ 314 $ 2,405 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and diluted shares used to calculate earnings per share | Three Months Ended Nine Months Ended September 25, September 26, September 25, September 26, 2021 2020 2021 2020 Basic 139,377 142,362 140,661 142,553 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 1,702 729 1,518 755 Diluted 141,079 143,091 142,179 143,308 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Disclosure of Stock-Based Compensation [Abstract] | |
Assumptions used in determining fair values of stock options using the Black-Scholes valuation model | Expected dividend yield 0.0 % Expected stock price volatility 27.00 % Risk-free interest rate 0.97 % Expected life of options (years) 6.00 |
Summary of stock option activity under the Plans | Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Life in Intrinsic Shares Price Years Value Outstanding at beginning of period - $ - Granted 807 63.05 Exercised - - Forfeited ( 6) 62.99 Outstanding at end of period 801 $ 63.05 9.4 $ 15.05 Options exercisable at end of period 1 $ 62.71 |
Status of non-vested restricted shares/units | Time-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,459 $ 57.61 Granted 833 63.24 Vested ( 266) 66.85 Forfeited ( 32) 60.13 Outstanding at end of period 1,994 $ 58.77 $ 78.10 Performance-Based Restricted Stock Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 136 $ 53.52 Granted 531 58.92 Vested ( 84) 52.35 Forfeited ( 14) 59.34 Outstanding at end of period 569 $ 59.65 $ 78.10 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Supplemental Cash Flow information [Abstract] | |
Cash paid for interest and income taxes | Nine Months Ended September 25, September 26, 2021 2020 Interest $ 21,959 $ 29,551 Income taxes 178,804 164,575 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 25, 2021 | Dec. 26, 2020 | |
Variable Interest Entity, Qualitative or Quantitative Information, Purpose of VIE | We consolidate the results of operations and financial position of a trade accounts receivable securitization which we consider a Variable Interest Entity (“VIE”) | |
Liabilities | $ 3,702,556,000 | $ 3,460,448,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity, Extent of or Lack of Recourse | The creditors have recourse to us for losses on these trade accounts receivable | |
Variable Interest Entity, Primary Beneficiary [Member] | Trade Accounts Receivable [Member] | ||
Accounts Receivable | $ 0 | 0 |
Variable Interest Entity, Primary Beneficiary [Member] | Recourse [Member] | ||
Liabilities | $ 0 | $ 0 |
Critical Accounting Policies,_3
Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards - Narrative (Details) - Accounting standard 2019-12 [Member] | Sep. 25, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 31, 2019 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | ||
Disaggregation of Revenue [Abstract] | |||||
Net sales | $ 3,178,315 | $ 2,840,146 | $ 9,070,499 | $ 6,953,416 | |
Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 3,178,315 | 2,815,354 | 9,070,499 | 6,887,412 | |
Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | [1] | 0 | 24,792 | 0 | 66,004 |
North America [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 2,426,074 | 2,132,526 | 6,693,198 | 5,117,885 | |
North America [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 2,132,526 | 5,117,885 | |||
North America [Member] | Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 0 | 0 | |||
International [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 752,241 | 707,620 | 2,377,301 | 1,835,531 | |
International [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 682,828 | 1,769,527 | |||
International [Member] | Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 24,792 | 66,004 | |||
Healthcare Distribution [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | [2] | 3,009,706 | 2,676,999 | 8,606,843 | 6,511,865 |
Healthcare Distribution [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | [2] | 3,009,706 | 2,676,999 | 8,606,843 | 6,511,865 |
Healthcare Distribution [Member] | North America [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 2,278,430 | 2,011,577 | 6,293,720 | 4,790,511 | |
Healthcare Distribution [Member] | International [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 731,276 | 665,422 | 2,313,123 | 1,721,354 | |
Healthcare Distribution [Member] | Dental [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | [2] | 1,822,894 | 1,649,853 | 5,522,166 | 4,066,221 |
Healthcare Distribution [Member] | Dental [Member] | North America [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 1,114,631 | 1,008,836 | 3,287,021 | 2,413,154 | |
Healthcare Distribution [Member] | Dental [Member] | International [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 708,263 | 641,017 | 2,235,145 | 1,653,067 | |
Healthcare Distribution [Member] | Medical [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | [2] | 1,186,812 | 1,027,146 | 3,084,677 | 2,445,644 |
Healthcare Distribution [Member] | Medical [Member] | North America [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 1,163,799 | 1,002,741 | 3,006,699 | 2,377,357 | |
Healthcare Distribution [Member] | Medical [Member] | International [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 23,013 | 24,405 | 77,978 | 68,287 | |
Technology [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | [3] | 168,609 | 138,355 | 463,656 | 375,547 |
Technology [Member] | North America [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | 147,644 | 120,949 | 399,478 | 327,374 | |
Technology [Member] | International [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Disaggregation of Revenue [Abstract] | |||||
Net sales | $ 20,965 | $ 17,406 | $ 64,178 | $ 48,173 | |
[1] | Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. | ||||
[2] | Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, personal protective equipment and vitamins. | ||||
[3] | Consists of practice management software and other value-added products, which are distributed primarily to health care providers, and financial services on a non-recourse basis, e-services, continuing education services for practitioners, consulting and other services. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 25, 2021 | Dec. 26, 2020 | |
Revenue from Contracts with Customers | ||
Contract with Customer, Liability, Current | $ 77.8 | $ 71.5 |
Contract with Customer, Liability, Noncurrent | 9.1 | $ 8.2 |
Contract with Customer, Liability, Revenue Recognized | $ 54.1 |
Segment Data (Details)
Segment Data (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021USD ($)segments | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($)segments | Sep. 26, 2020USD ($) | ||
Segment Data | |||||
Number of reportable segments | segments | 2 | ||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 3,178,315 | $ 2,840,146 | $ 9,070,499 | $ 6,953,416 | |
Operating income | 210,821 | 187,671 | 651,095 | 354,103 | |
Reportable Subsegments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | 210,821 | 187,671 | 651,095 | 354,103 | |
Total excluding Corporate TSA revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 3,178,315 | 2,815,354 | 9,070,499 | 6,887,412 | |
Corporate TSA revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | $ 0 | 24,792 | $ 0 | 66,004 |
Healthcare Distribution [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Number of countries served globally | segments | 32 | 32 | |||
Healthcare Distribution [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [2] | $ 3,009,706 | 2,676,999 | $ 8,606,843 | 6,511,865 |
Healthcare Distribution [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [2] | 3,009,706 | 2,676,999 | 8,606,843 | 6,511,865 |
Operating income | 179,275 | 148,658 | 558,968 | 271,477 | |
Healthcare Distribution [Member] | Dental [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [2] | 1,822,894 | 1,649,853 | 5,522,166 | 4,066,221 |
Healthcare Distribution [Member] | Medical [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [2] | 1,186,812 | 1,027,146 | 3,084,677 | 2,445,644 |
Technology and Value-Added Services [Member] | Total excluding Corporate TSA revenues [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [3] | 168,609 | 138,355 | 463,656 | 375,547 |
Technology and Value-Added Services [Member] | Total excluding Corporate TSA revenues [Member] | Reportable Subsegments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | $ 31,546 | $ 39,013 | $ 92,127 | $ 82,626 | |
[1] | Corporate TSA revenues represents sales of certain products to Covetrus under the transition services agreement entered into in connection with the Animal Health Spin-off, which ended in December 2020. | ||||
[2] | Consists of consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, personal protective equipment and vitamins. | ||||
[3] | Consists of practice management software and other value-added products, which are distributed primarily to health care providers, and financial services on a non-recourse basis, e-services, continuing education services for practitioners, consulting and other services. |
Debt - Bank credit lines (Detai
Debt - Bank credit lines (Details) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Line of Credit Facility [Line Items] | ||
Bank Credit lines | $ 59,394,000 | $ 73,366,000 |
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 | $ 59,394,000 | $ 73,366,000 |
Debt - Revolving Credit Agreeme
Debt - Revolving Credit Agreement, 364-Day Credit Agreement and Other Short-Term Credit Lines Narrative (Details) - USD ($) | Mar. 04, 2021 | Apr. 18, 2017 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 |
Line of Credit Facility [Line Items] | |||||
Bank credit lines | $ 59,394,000 | $ 73,366,000 | |||
Repayments of Long-term Debt | 121,835,000 | $ 610,457,000 | |||
Revolving Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Bank credit lines | 0 | 0 | |||
Revolving credit facility maturing in April 2022 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility borrowing capacity | $ 750,000,000 | ||||
Revolving credit facility expiration date | Apr. 30, 2022 | ||||
Revolving credit facility maturing in April 2026 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Initiation Date | Aug. 20, 2021 | ||||
Revolving credit facility borrowing capacity | $ 1,000,000,000 | ||||
Revolving credit facility expiration date | Aug. 20, 2026 | ||||
Outstanding letters of credit provided to third parties | $ 9,100,000 | 9,500,000 | |||
364-day credit agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Initiation Date | Apr. 17, 2020 | ||||
Revolving credit facility expiration date | Apr. 16, 2021 | ||||
Line of Credit Facility, Expiration Period | 364 days | ||||
Repayments of Long-term Debt | $ 700,000,000 | ||||
Various Bank Credit Lines [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Bank credit lines | $ 59,394,000 | 73,366,000 | |||
Other Short Term Credit Lines [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Bank credit lines | $ 59,400,000 | $ 73,400,000 | |||
Weighted average interest rate on borrowings under credit lines at period end (in hundredths) | 7.42% | 4.14% |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 715,178,000 | $ 625,609,000 |
Less current maturities | (9,638,000) | (109,836,000) |
Long-term debt | 705,540,000 | 515,773,000 |
Finance lease obligations (See Note 6) | 5,179,000 | 5,961,000 |
Private placement facilities [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 706,433,000 | 613,498,000 |
Note payable [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 1,554,000 |
Various collateralized and uncollateralized loans payable with interest in varying installments through 2023 at interest rates ranging from 2.45% to 4.27% at September 25, 2021 and ranging from 2.62% to 4.27% at December 26, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,566,000 | $ 4,596,000 |
Various collateralized and uncollateralized loans payable with interest in varying installments through 2023 at interest rates ranging from 2.45% to 4.27% at September 25, 2021 and ranging from 2.62% to 4.27% at December 26, 2020 [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing Rate | 2.45% | 2.62% |
Various collateralized and uncollateralized loans payable with interest in varying installments through 2023 at interest rates ranging from 2.45% to 4.27% at September 25, 2021 and ranging from 2.62% to 4.27% at December 26, 2020 [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing Rate | 4.27% | 4.27% |
Debt - Private Placement Facili
Debt - Private Placement Facilities - Narrative (Details) $ in Billions | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Indebtedness ratio [Abstract] | |
Number of lenders | 3 |
Private placement facilities [Member] | |
Debt Instrument [Line Items] | |
Debt instrument maximum borrowing capacity | $ 1 |
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% |
Indebtedness ratio [Abstract] | |
Average term of issuances under private placement facilities | 12 years |
Private placement facilities [Member] | Private placement facilities maturing in September 2030 [Member] | |
Indebtedness ratio [Abstract] | |
Debt instrument, maturity date | Sep. 2, 2030 |
Private placement facilities [Member] | Private placement facilities maturing in June 2031 [Member] | |
Indebtedness ratio [Abstract] | |
Debt instrument, maturity date | Jun. 2, 2031 |
Private placement facilities [Member] | Private Placement Facilities 2026 [Member] | |
Debt Instrument [Line Items] | |
Debt instrument maximum borrowing capacity | $ 1.5 |
Private placement facilities [Member] | Minimum [Member] | |
Indebtedness ratio [Abstract] | |
Term of issuances under private placement facilities | 5 years |
Private placement facilities [Member] | Maximum [Member] | |
Indebtedness ratio [Abstract] | |
Ratio of indebtedness to total capital | 3.25 |
Ratio of Indebtedness to Net Capital | 3 |
Term of issuances under private placement facilities | 15 years |
Debt - U.S. Trade Accounts Rece
Debt - U.S. Trade Accounts Receivable Securitization - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 25, 2021 | Dec. 26, 2020 | Oct. 20, 2021 | |
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 715,178,000 | $ 625,609,000 | |
U.S. trade accounts receivable securitization [Member] | |||
Debt Instrument [Line Items] | |||
Pricing commitment period | 3 years | ||
Debt Instrument, Maturity Date | Apr. 29, 2022 | ||
Debt instrument maximum borrowing capacity | $ 350,000,000 | ||
Commitment fee for facility usage - facility limit greater than or equal to fifty percent usage (as a percent) | 0.45% | ||
Commitment fee for facility usage - facility limit less than fifty percent usage (as a percent) | 0.25% | ||
U.S. trade accounts receivable securitization [Member] | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument maximum borrowing capacity | $ 450,000,000 | ||
U.S. trade accounts receivable securitization [Member] | Extended Maturity [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Jun. 12, 2023 | ||
U.S. trade accounts receivable securitization [Member] | Average Asset Backed Commercial Paper Rate [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 0 | $ 0 | |
Debt instrument, interest rate at period end | 1.08% | 1.17% | |
Debt instrument, variable rate basis at period end | 0.13% | 0.22% | |
Debt instrument, basis spread on variable rate | 0.95% | 0.95% |
Debt - Private Placement Borrow
Debt - Private Placement Borrowings (Details) - USD ($) $ in Thousands | Jan. 20, 2016 | Sep. 25, 2021 | Dec. 26, 2020 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 715,178 | $ 625,609 | |
Private placement facilities [Member] | |||
Debt Instrument [Line Items] | |||
Less: Deferred debt issuance costs | (710) | ||
Total long-term debt | $ 706,433 | $ 613,498 | |
Private placement facilities [Member] | Private placement facilities maturing in January 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 20, 2012 | ||
Long-term Debt, Gross | $ 7,143 | ||
Borrowing Rate | 3.09% | ||
Debt Instrument, Maturity Date | Jan. 20, 2022 | ||
Private placement facility, frequency of periodic payment | Annual | ||
Private placement facility annual payment | $ 7,100 | ||
Debt Instrument, Date of First Required Payment | Jan. 20, 2016 | ||
Private placement facilities [Member] | Private placement facilities maturing in January 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 20, 2012 | ||
Long-term Debt, Gross | $ 50,000 | ||
Borrowing Rate | 3.45% | ||
Debt Instrument, Maturity Date | Jan. 20, 2024 | ||
Private placement facilities [Member] | Private placement facilities maturing in December 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Dec. 24, 2012 | ||
Long-term Debt, Gross | $ 50,000 | ||
Borrowing Rate | 3.00% | ||
Debt Instrument, Maturity Date | Dec. 24, 2024 | ||
Private placement facilities [Member] | Private Placement facilities maturing in June 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jun. 16, 2017 | ||
Long-term Debt, Gross | $ 100,000 | ||
Borrowing Rate | 3.42% | ||
Debt Instrument, Maturity Date | Jun. 16, 2027 | ||
Private placement facilities [Member] | Private Placement facilities maturing in September 2029 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Sep. 15, 2017 | ||
Long-term Debt, Gross | $ 100,000 | ||
Borrowing Rate | 3.52% | ||
Debt Instrument, Maturity Date | Sep. 15, 2029 | ||
Private placement facilities [Member] | Private Placement facilities maturing in January 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 2, 2018 | ||
Long-term Debt, Gross | $ 100,000 | ||
Borrowing Rate | 3.32% | ||
Debt Instrument, Maturity Date | Jan. 2, 2028 | ||
Private placement facilities [Member] | Private placement facilities maturing in September 2030 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Sep. 2, 2020 | ||
Long-term Debt, Gross | $ 100,000 | ||
Borrowing Rate | 2.35% | ||
Debt Instrument, Maturity Date | Sep. 2, 2030 | ||
Private placement facilities [Member] | Private placement facilities maturing in June 2031 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jun. 2, 2021 | ||
Long-term Debt, Gross | $ 100,000 | ||
Borrowing Rate | 2.48% | ||
Debt Instrument, Maturity Date | Jun. 2, 2031 | ||
Private placement facilities [Member] | Private Placement Facilities maturing in June 2033 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jun. 2, 2021 | ||
Long-term Debt, Gross | $ 100,000 | ||
Borrowing Rate | 2.58% | ||
Debt Instrument, Maturity Date | Jun. 2, 2033 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Payments | $ 62,363 | $ 57,666 |
Building And Vehicles [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease assets, Lease not yet commenced | $ 10,800 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating and finance lease, remaining lease term | 1 year | |
Minimum [Member] | Building And Vehicles [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 2 years | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee operating and finance lease, remaining lease term | 20 years | |
Maximum [Member] | Building And Vehicles [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Option to Extend | P10Y | |
Lessee, Finance Lease, Option to Extend | P10Y | |
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 10 years |
Leases - Components of lease ex
Leases - Components of lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | ||
Leases | |||||
Operating lease cost | [1],[2] | $ 26,914 | $ 21,343 | $ 75,860 | $ 65,413 |
Finance lease cost: | |||||
Amortization of right-of-use assets | 573 | 434 | 1,693 | 1,148 | |
Interest on lease liabilities | 24 | 29 | 77 | 86 | |
Total finance lease cost | $ 597 | $ 463 | $ 1,770 | $ 1,234 | |
[1] | Includes variable lease expenses. | ||||
[2] | Operating lease (credit) cost for the three months and nine months ended September 26, 2020, includes amortization of right-of-use assets of $(0.1) and $0.4 million, respectively, related to facility leases recorded in “Restructuring costs” within our consolidated statements of income. |
Leases - Supplemental balance s
Leases - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Operating Leases | ||
Operating lease right-of-use assets | $ 329,886 | $ 288,847 |
Current operating lease liabilities | 77,383 | 64,716 |
Non-current operating lease liabilities | 270,152 | 238,727 |
Total operating lease liabilities | 347,535 | 303,443 |
Lessee, Finance Lease, Description [Abstract] | ||
Property and equipment, at cost | 11,255 | 10,683 |
Accumulated depreciation | (5,470) | (4,277) |
Finance Leases | 5,785 | 6,406 |
Current maturities of long-term debt | 2,219 | 2,420 |
Long-term debt | 2,960 | 3,541 |
Total finance lease liabilities | $ 5,179 | $ 5,961 |
Operating Lease, Weighted Average Remaining Lease Term, in years | 7 years 4 months 24 days | 7 years 6 months |
Finance Lease, Weighted Average Remaining Lease Term, in years | 4 years | 4 years 3 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 2.50% | 2.80% |
Finance Lease, Weighted Average Discount Rate, Percent | 1.70% | 1.90% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows for operating leases | $ 62,363 | $ 57,666 |
Operating cash flows for finance leases | 67 | 76 |
Financing cash flows for finance leases | 2,129 | 1,515 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 101,192 | 66,082 |
Finance leases | $ 1,488 | $ 2,489 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Operating Leases | ||
2021 | $ 22,362 | |
2022 | 80,662 | |
2023 | 57,878 | |
2024 | 43,237 | |
2025 | 38,621 | |
Thereafter | 138,529 | |
Total future lease payments | 381,289 | |
Less imputed interest | (33,754) | |
Total operating lease liabilities | 347,535 | $ 303,443 |
Finance Leases | ||
2021 | 699 | |
2022 | 1,990 | |
2023 | 1,015 | |
2024 | 416 | |
2025 | 355 | |
Thereafter | 888 | |
Total future lease payments | 5,363 | |
Less imputed interest | (184) | |
Total finance lease liabilities | $ 5,179 | $ 5,961 |
Leases - Present value of lease
Leases - Present value of lease liabilities (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Present value of lease liabilities - Operating Leases | ||
Total future lease payments | $ 381,289 | |
Less imputed interest | (33,754) | |
Total operating lease liabilities | 347,535 | $ 303,443 |
Present value of lease liabilities - Finance Leases | ||
Total future lease payments | 5,363 | |
Less imputed interest | (184) | |
Total finance lease liabilities | $ 5,179 | $ 5,961 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 25, 2021 | Dec. 26, 2020 | |
Components of the change in the redeemable noncontrolling interests [Abstract] | ||
Balance, beginning of period | $ 327,699 | $ 287,258 |
Decrease in redeemable noncontrolling interests due to redemptions | (50,292) | (17,241) |
Increase in redeemable noncontrolling interests due to business acquisitions | 189,870 | 28,387 |
Net income attributable to Redeemable noncontrolling interests | 19,770 | 13,363 |
Dividends declared | (13,959) | (12,631) |
Effect of foreign currency translation loss attributable to redeemable noncontrolling interests | (4,098) | (4,279) |
Change in fair value of redeemable securities | 143,592 | 32,842 |
Balance, end of period | $ 612,582 | $ 327,699 |
Comprehensive Income - Accumula
Comprehensive Income - Accumulated Other Comprehensive Income and Comprehensive Income Components (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Attributable to Redeemable noncontrolling interests: | |||||
Foreign currency translation adjustment | $ (28,715,000) | $ (28,715,000) | $ (24,617,000) | ||
Attributable to noncontrolling interests: | |||||
Foreign currency translation adjustment | 395,000 | 395,000 | 235,000 | ||
Attributable to Henry Schein, Inc.: | |||||
Foreign currency translation adjustment | (112,732,000) | (112,732,000) | (76,565,000) | ||
Unrealized gain (loss) from foreign currency hedging activities | (6,342,000) | (6,342,000) | (11,488,000) | ||
Unrealized investment gain (loss) | 0 | 0 | 1,000 | ||
Pension adjustment gain (loss) | (18,566,000) | (18,566,000) | (20,032,000) | ||
Accumulated other comprehensive income (loss) | (137,640,000) | (137,640,000) | (108,084,000) | ||
Total Accumulated other comprehensive income (loss) | (165,960,000) | (165,960,000) | (132,466,000) | ||
Components of comprehensive income [Abstract] | |||||
Net Income (loss) | 169,474,000 | $ 151,784,000 | 508,379,000 | $ 272,082,000 | |
Foreign currency translation gain (loss) | (39,762,000) | 37,588,000 | (40,105,000) | (17,316,000) | |
Tax effect | 0 | 0 | 0 | 0 | |
Foreign currency translation gain (loss) | (39,762,000) | 37,588,000 | (40,105,000) | (17,316,000) | |
Unrealized gain (loss) from foreign currency hedging activities | 4,708,000 | (10,490,000) | 6,965,000 | 3,010,000 | |
Tax effect | (1,172,000) | 2,793,000 | (1,819,000) | (553,000) | |
Unrealized gain (loss) from foreign currency hedging activities | 3,536,000 | (7,697,000) | 5,146,000 | 2,457,000 | |
Unrealized investment gain (loss) | 3,000 | 2,000 | (1,000) | (6,000) | |
Tax effect | (1,000) | 0 | 0 | 1,000 | |
Unrealized investment gain (loss) | 2,000 | 2,000 | (1,000) | (5,000) | |
Pension adjustment gain (loss) | 893,000 | (471,000) | 1,916,000 | 227,000 | |
Tax effect | (269,000) | 133,000 | (450,000) | (66,000) | |
Pension adjustment gain (loss) | 624,000 | (338,000) | 1,466,000 | 161,000 | $ (161,000) |
Comprehensive income | $ 133,874,000 | $ 181,339,000 | $ 474,885,000 | $ 257,379,000 |
Comprehensive Income - Total Co
Comprehensive Income - Total Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Comprehensive Income Net Of Applicable Taxes [Abstract] | ||||
Comprehensive income attributable to Henry Schein, Inc. | $ 131,425 | $ 169,616 | $ 454,443 | $ 257,202 |
Comprehensive income (loss) attributable to noncontrolling interests | 1,380 | 4,354 | 4,770 | 3,923 |
Comprehensive income (loss) attributable to Redeemable noncontrolling interests | 1,069 | 7,369 | 15,672 | (3,746) |
Comprehensive income | $ 133,874 | $ 181,339 | $ 474,885 | $ 257,379 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | $ 612,582,000 | $ 327,699,000 | $ 287,258,000 |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 1,141,000 | 3,433,000 | |
Liabilities [Abstract] | |||
Total liabilities | 2,313,000 | 11,765 | |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | Derivative contracts [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 1,141,000 | 1,868,000 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 1,905,000 | 11,765,000 | |
Fair value, measurements, recurring [Member] | Fair Value Measurement [Domain] | Total return swap [Member] | |||
Assets [Abstract] | |||
Total return swaps | 1,565,000 | ||
Liabilities [Abstract] | |||
Total return swaps | 408,000 | ||
Fair value, measurements, recurring [Member] | |||
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 612,582,000 | 327,699,000 | |
Fair value, measurements, recurring [Member] | Level 1 [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Total liabilities | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 1 [Member] | Fair Value Measurement [Domain] | Derivative contracts [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] | |||
Assets [Abstract] | |||
Total return swaps | 0 | ||
Liabilities [Abstract] | |||
Total return swaps | 0 | ||
Fair value, measurements, recurring [Member] | Level 1 [Member] | |||
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 1,141,000 | 3,433,000 | |
Liabilities [Abstract] | |||
Total liabilities | 2,313,000 | 11,765 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | Derivative contracts [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 1,141,000 | 1,868,000 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 1,905,000 | 11,765,000 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | Fair Value Measurement [Domain] | Total return swap [Member] | |||
Assets [Abstract] | |||
Total return swaps | 1,565,000 | ||
Liabilities [Abstract] | |||
Total return swaps | 408,000 | ||
Fair value, measurements, recurring [Member] | Level 2 [Member] | |||
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | Fair Value Measurement [Domain] | |||
Assets [Abstract] | |||
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Total liabilities | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | Fair Value Measurement [Domain] | Derivative contracts [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] | |||
Assets [Abstract] | |||
Total return swaps | 0 | ||
Liabilities [Abstract] | |||
Total return swaps | 0 | ||
Fair value, measurements, recurring [Member] | Level 3 [Member] | |||
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 612,582,000 | 327,699,000 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | Estimate of Fair Value Measurement [Member] | |||
Debt Instrument, Fair Value Disclosure [Abstract] | |||
Fair value of debt (including bank credit lines) | $ 774,600,000 | $ 699,000,000 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - Acquisition in Health care or technology and value add services [Member] | Sep. 25, 2021 |
Minimum [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Business Acquisitions - Acquisi
Business Acquisitions - Acquisition consideration (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Acquisition consideration: | |||||
Initial noncontrolling interests and adjustments related to business acquisitions | $ 0 | $ 2,491,000 | $ 6,966,000 | $ 2,495,000 | |
Identifiable assets acquired and liabilities assumed: | |||||
Goodwill | 2,779,234,000 | 2,779,234,000 | $ 2,504,392,000 | ||
Series Of Individually Immaterial Business Acquisitions [Member] | |||||
Acquisition consideration: | |||||
Consideration paid for acquisitions | 435,216,000 | ||||
Initial noncontrolling interests and adjustments related to business acquisitions | 179,086,000 | ||||
Total consideration | 614,302,000 | ||||
Identifiable assets acquired and liabilities assumed: | |||||
Current assets | 158,657,000 | 158,657,000 | |||
Intangible assets | 258,501,000 | 258,501,000 | |||
Other noncurrent assets | 38,519,000 | 38,519,000 | |||
Current liabilities | (62,176,000) | (62,176,000) | |||
Deferred income taxes | (17,580,000) | (17,580,000) | |||
Other noncurrent liabilities | (38,271,000) | (38,271,000) | |||
Total identifiable net assets | 337,650,000 | 337,650,000 | |||
Goodwill | 284,151,000 | 284,151,000 | |||
Total net assets acquired | $ 621,801,000 | $ 621,801,000 |
Plans of Restructuring - Narrat
Plans of Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs (credits) | $ (175) | $ 6,992 | $ 3,360 | $ 27,713 | $ 32,093 |
Plans of Restructuring - Restru
Plans of Restructuring - Restructuring Reserve Roll Forward by Expense and Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | $ 13,113 | $ 13,810 | $ 13,810 | ||
Provision | $ (175) | $ 6,992 | 3,360 | 27,713 | 32,093 |
Payments and other adjustments | (14,068) | (32,790) | |||
Restructuring Reserve, ending balance | 2,405 | 2,405 | 13,113 | ||
Healthcare Distribution [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 12,824 | 13,373 | 13,373 | ||
Provision | 2,830 | 30,935 | |||
Payments and other adjustments | (13,563) | (31,484) | |||
Restructuring Reserve, ending balance | 2,091 | 2,091 | 12,824 | ||
Technology and Value-Added Services [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 289 | 437 | 437 | ||
Provision | 530 | 1,158 | |||
Payments and other adjustments | (505) | (1,306) | |||
Restructuring Reserve, ending balance | 314 | 314 | 289 | ||
Severance Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 12,614 | 12,911 | 12,911 | ||
Provision | 3,234 | 25,855 | |||
Payments and other adjustments | (13,746) | (26,152) | |||
Restructuring Reserve, ending balance | 2,102 | 2,102 | 12,614 | ||
Facility Closing Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 395 | 826 | 826 | ||
Provision | (105) | 5,878 | |||
Payments and other adjustments | 10 | (6,309) | |||
Restructuring Reserve, ending balance | 300 | 300 | 395 | ||
Other [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 104 | $ 73 | 73 | ||
Provision | 231 | 360 | |||
Payments and other adjustments | (332) | (329) | |||
Restructuring Reserve, ending balance | $ 3 | $ 3 | $ 104 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 139,377 | 142,362 | 140,661 | 142,553 |
Effect of dilutive securities: | ||||
Restricted stock and restricted stock units | 1,702 | 729 | 1,518 | 755 |
Diluted (in shares) | 141,079 | 143,091 | 142,179 | 143,308 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Income Tax Examination [Line Items] | |||
Total penalties | $ 0 | ||
Effective tax rate (in hundredths) | 24.20% | 20.00% | |
Internal Revenue Service (IRS) [Member] | |||
Income Tax Examination [Line Items] | |||
Total penalties | $ 2,200,000 | $ 1,100,000 | |
Decrease in tax expense | $ (15,600,000) | ||
Internal Revenue Service (IRS) [Member] | Other Liabilities [Member] | |||
Income Tax Examination [Line Items] | |||
Total interest | 11,700,000 | $ 14,000,000 | |
Unrecognized tax benefits that would affect the effective tax rate if recognized | 64,300,000 | ||
Unrecognized tax benefits | $ 79,000,000 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities - Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Sep. 25, 2021EUR (€) | Sep. 25, 2021USD ($) | Mar. 20, 2020USD ($) | |
Total return swap [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Notional Amount | $ 86 | $ 43.4 | |||||
Derivative, Inception Date | Mar. 20, 2020 | ||||||
Derivative, Description of Objective | we entered into a total return swap for the purpose of economically hedging our unfunded non-qualified supplemental retirement plan (“SERP”) and our deferred compensation plan (“DCP”). This swap will offset changes in our SERP and DCP liabilities. | ||||||
Derivative, Variable Interest Rate | 0.55% | 0.55% | |||||
Derivative, Gain on Derivative | $ 2 | $ 3.8 | $ 10.1 | $ 14.2 | |||
Total return swap [Member] | London Interbank Offered Rate (LIBOR) Swap Rate [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Variable Interest Rate | 0.08% | 0.08% | |||||
Total return swap [Member] | Base Rate [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, Variable Interest Rate | 0.47% | 0.47% | |||||
Foreign Exchange Forward [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Maximum duration of foreign currency forward contracts | 18 months | ||||||
Net Investment Hedging [Member] | Foreign Exchange Forward [Member] | Derivative contracts [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Objectives for Using Net Investment Hedging Instruments | we entered into foreign currency forward contracts to hedge a portion of our euro-denominated foreign operations which are designated as net investment hedges. These net investment hedges offset the change in the U.S. dollar value of our investment in certain euro-functional currency subsidiaries due to fluctuating foreign exchange rates. | ||||||
Description of Net Investments Hedged | These net investment hedges offset the change in the U.S. dollar value of our investment in certain euro-functional currency subsidiaries due to fluctuating foreign exchange rates. | ||||||
Description of Location of Gain (Loss) on Net Investment Hedges in Financial Statements | Accumulated other comprehensive loss | ||||||
Derivative, Maturity Date | Nov. 16, 2023 | ||||||
Derivative, Notional Amount | € | € 200 | ||||||
Interest savings as a result of the net investment hedge. | $ 1.1 | $ 1.2 | $ 3.3 | $ 3.6 | |||
Derivative, Type of Instrument | foreign currency forward contracts |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of stock options vest per year | 33.33% | |||
Stock based compensation percentage of options vest per year first anniversary | 50.00% | |||
Stock based compensation percentage of options vest per year second anniversary | 50.00% | |||
Expected life of options (years) | 6 years | |||
Weighted-average period of recognition for unrecognized compensation costs on nonvested awards (in years) | 2 years 2 months 12 days | |||
Total unrecognized compensation cost related to non-vested awards | $ 85,700,000 | $ 85,700,000 | ||
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0 | $ 0 | ||
After-tax share-based compensation (credit) expense | 20,900,000 | $ 4,100,000 | 43,800,000 | (5,300,000) |
Pre-tax share-based compensation (Credit) expense | $ 27,500,000 | $ 5,700,000 | $ 57,700,000 | $ 6,600,000 |
2021 long-term incentive program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 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 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) | 3 years | |||
Performance Based Restricted Stock Restricted Units [Member] | 2021 long-term incentive program [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 - Blac
Stock-Based Compensation - Black-Scholes valuation model (Details) | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 27.00% |
Risk-free interest rate | 0.97% |
Expected life of options (years) | 6 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock option activity (Details) | 9 Months Ended |
Sep. 25, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 807 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (6) |
Outstanding at end of period (in shares) | shares | 801 |
Weighted Average Price Per Share [Abstract] | |
Outstanding at beginning of period (in dollars per share) | $ 0 |
Granted (in dollars per share) | 63.05 |
Exercised (in dollars per share) | 0 |
Forfeited (in dollars per share) | 62.99 |
Outstanding at end of period (in dollars per share) | $ 63.05 |
Weighted average remaining contractual life, options outstanding (in years) | 9 years 4 months 24 days |
Aggregate intrinsic value, options outstanding (in dollars per share) | $ 15.05 |
Options exercisable (in shares) | shares | 1 |
Weighted average exercise price, options exercisable (in dollars per share) | $ 62.71 |
Stock-Based Compensation - Unve
Stock-Based Compensation - Unvested Resticted Stock/Units Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 25, 2021$ / sharesshares | |
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 | 1,459 |
Granted (in shares) | shares | 833 |
Vested (in shares) | shares | (266) |
Forfeited (in shares) | shares | (32) |
Ending balance outstanding (in shares) | shares | 1,994 |
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) | $ 57.61 |
Granted (in dollars per share) | 63.24 |
Vested (in dollars per share) | 66.85 |
Forfeited (in dollars per share) | 60.13 |
Ending balance outstanding (in dollars per share) | 58.77 |
Aggregate intrinsic value | $ 78.10 |
Performance 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 | 136 |
Granted (in shares) | shares | 531 |
Vested (in shares) | shares | (84) |
Forfeited (in shares) | shares | (14) |
Ending balance outstanding (in shares) | shares | 569 |
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) | $ 53.52 |
Granted (in dollars per share) | 58.92 |
Vested (in dollars per share) | 52.35 |
Forfeited (in dollars per share) | 59.34 |
Ending balance outstanding (in dollars per share) | 59.65 |
Aggregate intrinsic value | $ 78.10 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||||
Interest | $ 21,959 | $ 29,551 | ||
Income taxes | 178,804 | 164,575 | ||
Unrealized gain (loss) from foreign currency hedging activities | $ 4,708 | $ (10,490) | $ 6,965 | $ 3,010 |
Legal Proceedings - Narrative (
Legal Proceedings - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 25, 2021USD ($)claims | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($)claims | Sep. 26, 2020USD ($) | Dec. 26, 2020USD ($) | |
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Revenues | $ 3,178,315,000 | $ 2,840,146,000 | $ 9,070,499,000 | $ 6,953,416,000 | |
Loss Contingency, Management's Assessment and Process | As of September 25, 2021, we had accrued our best estimate of potential losses relating to claims that were probable to result in liability and for which we were able to reasonably estimate a loss. This accrued amount, as well as related expenses, was not material to our financial position, results of operations or cash flows. Our method for determining estimated losses considers currently available facts, presently enacted laws and regulations and other factors, including probable recoveries from third parties. | ||||
The County of Summit, Ohio et al. v. Purdue Pharma, L.P., et al [Member] | |||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Loss Contingency, Lawsuit Filing Date | May 29, 2018 | ||||
Loss Contingency, Name of Defendant | adding Henry Schein, Inc., Henry Schein Medical Systems, Inc. and others as defendants | ||||
Loss Contingency, Name of Plaintiff | The County of Summit, Ohio et al. | ||||
Loss Contingency, Allegations | Summit County alleged that manufacturers of prescription opioid drugs engaged in a false advertising campaign to expand the market for such drugs and their own market share and that the entities in the supply chain (including Henry Schein, Inc. and Henry Schein Medical Systems, Inc.) reaped financial rewards by refusing or otherwise failing to monitor appropriately and restrict the improper distribution of those drugs. | ||||
Loss Contingency, Settlement Agreement, Terms | On October 29, 2019, the Company was dismissed with prejudice from this lawsuit. Henry Schein, working with Summit County, donated $1 million to a foundation and paid $250,000 of Summit County’s expenses, as described in our prior filings with the SEC. | ||||
Donation amount to Pain Management Education Foundation | $ 1,000,000 | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 250,000 | ||||
Actions consolidated in the MultiDistrict Litigation [Member] | |||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Loss Contingency, Name of Defendant | Henry Schein and/or one or more of its affiliated companies | ||||
Loss Contingency, Allegations | allege claims similar to those alleged in the County of Summit Action | ||||
Actions consolidated in the MultiDistrict Litigation [Member] | Maximum [Member] | |||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Loss Contingency, Pending Claims, Number | claims | 150 | 150 | |||
Maximum sales of opioids in North America during the year, percentage | 0.10% | ||||
Actions consolidated in the MultiDistrict Litigation [Member] | Continuing Operations [Member] | |||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Revenues | $ 10,100,000,000 | ||||
City of Hollywood Police Officers Retirement System V. Henry Schein, Inc., Covetrus, Inc., and Benjamin Shaw and Christine Komola [Member] | |||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Loss Contingency, Lawsuit Filing Date | September 30, 2019 | ||||
Loss Contingency, Name of Defendant | Henry Schein, Inc., Covetrus, Inc., and Benjamin Shaw and Christine Komola (Covetrus’s then Chief Executive Officer and Chief Financial Officer, respectively | ||||
Loss Contingency, Name of Plaintiff | City of Hollywood Police Officers Retirement System, individually and on behalf of all others similarly situated | ||||
Loss Contingency, Allegations | as amended, and Securities and Exchange Commission Rule 10b-5 and asserts that defendants’ statements in the offering documents and after the transaction were materially false and misleading | ||||
Putative shareholder derivative action [Member] | |||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||
Loss Contingency, Lawsuit Filing Date | February 5, 2021 | ||||
Loss Contingency, Name of Defendant | Benjamin Shaw, Christine T. Komola, Steven Paladino, Betsy Atkins, Deborah G. Ellinger, Sandra L. Helton, Philip A. Laskaway, Mark J. Manoff, Edward M. McNamara, Ravi Sachdev, David E. Shaw, Benjamin Wolin, and Henry Schein, Inc., with Covetrus, Inc. | ||||
Loss Contingency, Name of Plaintiff | Jack Garnsey filed a putative shareholder derivative action on behalf of Covetrus, Inc. | ||||
Loss Contingency, Allegations | the individual defendants breached their fiduciary duties under state law in connection with the same allegations asserted in the City of Hollywood securities class action described above and further alleges that Henry Schein aided and abetted such breaches. The complaint also asserts claims for contribution under the federal securities laws against Henry Schein and other defendants, also arising out of the allegations in the City of Hollywood lawsuit. |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | Feb. 07, 2019 | Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 |
Henry Schein Animal Health Business [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distributions to noncontrolling shareholders | $ 1,120 | |||||
Internet Brands Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Transaction | In connection with the formation of Henry Schein One, LLC, our joint venture with Internet Brands, which was formed on July 1, 2018, we entered into a ten-year royalty agreement with Internet Brands whereby we will pay Internet Brands approximately $31.0 million annually for the use of their intellectual property. | |||||
Related Party Transaction, Amounts of Transaction | $ 7.8 | $ 7.8 | $ 23.4 | $ 23.4 | ||
Related Party Transaction, Due from (to) Related Party | (14.7) | (14.7) | $ 4.7 | |||
Scenario, Plan [Member] | Internet Brands Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | $ 31 | |||||
Covetrus Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Transaction | In connection with the completion of the Animal Health Spin-off during our 2019 fiscal year, we entered into a transition services agreement with Covetrus under which we agreed to provide certain transition services for up to twenty-four months in areas such as information technology, finance and accounting, human resources, supply chain, and real estate and facility services. | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 3.9 | 12.7 | ||||
Revenue from Related Parties | 24.8 | 66 | ||||
Proceeds related to Animal Health Share Sale | $ 361.1 | |||||
Equity Method Investee [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Description of Transaction | During our normal course of business, we have interests in entities that we account for under the equity accounting method. | |||||
Related Party Transaction, Purchases from Related Party | 4.8 | 4.3 | $ 13.9 | 10.3 | ||
Revenue from Related Parties | 17.7 | $ 13.4 | 50.9 | $ 38 | ||
Due from Related Parties | 48.3 | 48.3 | 36.9 | |||
Due to Related Parties | $ 9.6 | $ 9.6 | $ 8.7 |