Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Current Fiscal Year End Date | --12-30 | |
Entity Central Index Key | 1,000,228 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | HSIC | |
Entity Registrant Name | HENRY SCHEIN INC | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Common Stock, Shares Outstanding | 156,954,392 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 79,879 | $ 62,381 |
Accounts receivable, net of reserves of $96,953 and $90,329 | 1,544,582 | 1,254,139 |
Inventories, net | 1,692,256 | 1,635,750 |
Prepaid expenses and other | 465,812 | 360,510 |
Total current assets | 3,782,529 | 3,312,780 |
Property and equipment, net | 361,708 | 333,906 |
Goodwill | 2,224,657 | 2,019,740 |
Other intangibles, net | 666,997 | 621,180 |
Investments and other | 450,770 | 442,790 |
Total assets | 7,486,661 | 6,730,396 |
Current liabilities: | ||
Accounts payable | 1,029,138 | 977,249 |
Bank credit lines | 631,865 | 437,476 |
Current maturities of long-term debt | 17,247 | 65,923 |
Accrued expenses: | ||
Payroll and related | 251,849 | 266,463 |
Taxes | 148,627 | 151,750 |
Other | 358,421 | 391,785 |
Total current liabilities | 2,437,147 | 2,290,646 |
Long-term debt | 907,592 | 715,457 |
Deferred income taxes | 91,786 | 51,589 |
Other liabilities | 292,179 | 264,264 |
Total liabilities | 3,728,704 | 3,321,956 |
Redeemable noncontrolling interests | 737,747 | 607,636 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value, 1,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.01 par value, 240,000,000 shares authorized, 156,952,738 outstanding on July 01, 2017 and 158,805,010 outstanding on December 31, 2016 | 1,570 | 1,588 |
Additional paid-in capital | 0 | 126,742 |
Retained earnings | 3,164,541 | 2,981,777 |
Accumulated other comprehensive income (loss) | (154,472) | (317,041) |
Total Henry Schein, Inc. stockholders' equity | 3,011,639 | 2,793,066 |
Noncontrolling interests | 8,571 | 7,738 |
Total stockholders' equity | 3,020,210 | 2,800,804 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | $ 7,486,661 | $ 6,730,396 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, reserves (in dollars) | $ 96,953 | $ 90,329 |
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) | 240,000,000 | 240,000,000 |
Common stock, shares outstanding (in shares) | 156,952,738 | 158,805,010 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 3,161,083 | $ 2,865,148 | $ 9,143,489 | $ 8,450,734 |
Cost of sales | 2,325,029 | 2,077,473 | 6,645,342 | 6,083,748 |
Gross profit | 836,054 | 787,675 | 2,498,147 | 2,366,986 |
Operating expenses: | ||||
Selling, general and administrative | 622,506 | 581,584 | 1,879,969 | 1,779,583 |
Restructuring costs | 0 | 5,370 | 0 | 29,811 |
Operating income | 213,548 | 200,721 | 618,178 | 557,592 |
Other income (expense): | ||||
Interest income | 4,793 | 3,141 | 13,204 | 10,045 |
Interest expense | (13,428) | (7,488) | (37,056) | (21,982) |
Other, net | (194) | (199) | 489 | 3,206 |
Income before taxes and equity in earnings of affiliates | 204,719 | 196,175 | 594,815 | 548,861 |
Income taxes | (59,340) | (56,601) | (156,276) | (159,099) |
Equity in earnings of affiliates | 5,569 | 5,717 | 12,244 | 13,160 |
Net income | 150,948 | 145,291 | 450,783 | 402,922 |
Less: Net income attributable to noncontrolling interests | (12,917) | (11,578) | (35,949) | (35,360) |
Net income attributable to Henry Schein, Inc. | $ 138,031 | $ 133,713 | $ 414,834 | $ 367,562 |
Earnings per share attributable to Henry Schein, Inc.: | ||||
Basic (in dollars per share) | $ 0.88 | $ 0.83 | $ 2.64 | $ 2.26 |
Diluted (in dollars per share) | $ 0.87 | $ 0.82 | $ 2.61 | $ 2.23 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 156,914 | 161,791 | 157,386 | 162,600 |
Diluted (in shares) | 158,271 | 163,710 | 158,866 | 164,635 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 150,948 | $ 145,291 | $ 450,783 | $ 402,922 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 58,916 | (6,463) | 173,166 | (2,041) |
Unrealized gain (loss) from foreign currency hedging activities | (34) | (603) | (1,274) | 1,026 |
Unrealized investment gain (loss) | (2) | 0 | (2) | 0 |
Pension adjustment gain (loss) | (353) | 209 | (1,063) | 10 |
Other comprehensive income (loss), net of tax | 58,527 | (6,857) | 170,827 | (1,005) |
Comprehensive income (loss) | 209,475 | 138,434 | 621,610 | 401,917 |
Comprehensive income attributable to noncontrolling interests: | ||||
Net income | (12,917) | (11,578) | (35,949) | (35,360) |
Foreign currency translation loss (gain) | (3,473) | (716) | (8,258) | (1,236) |
Comprehensive income attributable to noncontrolling interests | (16,390) | (12,294) | (44,207) | (36,596) |
Comprehensive income (loss) attributable to Henry Schein, Inc. | $ 193,085 | $ 126,140 | $ 577,403 | $ 365,321 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interests [Member] |
Beginning Balance at Dec. 31, 2016 | $ 2,800,804,000 | $ 1,588,000 | $ 126,742,000 | $ 2,981,777,000 | $ (317,041,000) | $ 7,738,000 |
Beginning Balance, shares (in shares) at Dec. 31, 2016 | 158,805,010 | 158,805,010 | ||||
Net income (excluding $35,398 attributable to Redeemable noncontrolling interests) | $ 415,385,000 | $ 0 | 0 | 414,834,000 | 0 | 551,000 |
Foreign currency translation gain (loss) (excluding gain of $7,961 attributable to Redeemable noncontrolling interests) | 165,205,000 | 0 | 0 | 0 | 164,908,000 | 297,000 |
Unrealized loss from foreign currency hedging activities net of tax benefit of $4 | (1,274,000) | 0 | 0 | 0 | (1,274,000) | 0 |
Unrealized investment loss, net of tax of $1 | (2,000) | 0 | 0 | 0 | (2,000) | 0 |
Pension adjustment loss, including tax benefit of $508 | (1,063,000) | 0 | 0 | 0 | (1,063,000) | 0 |
Dividends paid | (383,000) | 0 | 0 | 0 | 0 | (383,000) |
Other adjustments | 397,000 | 0 | 29,000 | 0 | 0 | 368,000 |
Change in fair value of redeemable securities | (124,747,000) | 0 | (124,747,000) | 0 | 0 | 0 |
Repurchase and retirement of common stock - Value | (225,005,000) | $ (26,000) | (49,184,000) | (175,795,000) | 0 | 0 |
Repurchase and retirement of common stock - Shares | (2,625,230) | |||||
Stock issued upon exercise of stock options, including tax benefit of $681 - Value | 4,260,000 | $ 2,000 | 4,258,000 | 0 | 0 | 0 |
Stock issued upon exercise of stock options, including tax benefit - Shares | 186,570 | |||||
Stock-based compensation expense - Value | 31,987,000 | $ 11,000 | 31,976,000 | 0 | 0 | 0 |
Stock-based compensation expense - Shares | 1,106,354 | |||||
Shares withheld for payroll taxes - Value | (44,701,000) | $ (5,000) | (44,696,000) | 0 | 0 | 0 |
Shares withheld for payroll taxes - Shares | (519,966) | |||||
Liability for cash settlement stock-based compensation awards | (653,000) | $ 0 | (653,000) | 0 | 0 | 0 |
Liability for cash settlement stock-based compensation awards, shares | 0 | |||||
Transfer of charges in excess of capital | 0 | $ 0 | 56,275,000 | (56,275,000) | 0 | 0 |
Ending Balance at Sep. 30, 2017 | $ 3,020,210,000 | $ 1,570,000 | $ 0 | $ 3,164,541,000 | $ (154,472,000) | $ 8,571,000 |
Ending Balance, shares (in shares) at Sep. 30, 2017 | 156,952,738 | 156,952,738 |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net income attributable to redeemable noncontrolling interests | $ 35,398 |
Foreign currency translation gain (loss) attributable to Redeemable noncontrolling interests | 7,961 |
Unrealized gain (loss) from foreign currency hedging activities, (tax benefit) tax | (4) |
Unrealized investment gain (loss), (tax benefit) tax | (1) |
Pension adjustment gain (loss), tax benefit (tax) | 508 |
Stock issued upon exercise of stock options, tax benefit | $ 681 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 24, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 450,783 | $ 402,922 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 141,278 | 125,829 |
Stock-based compensation expense | 31,987 | 43,627 |
Provision for losses on trade and other accounts receivable | 6,981 | 1,736 |
Provision for (benefit from) deferred income taxes | 8,600 | (13,425) |
Equity in earnings of affiliates | (12,244) | (13,160) |
Distributions from equity affiliates | 16,826 | 12,104 |
Changes in unrecognized tax benefits | (6,653) | 4,799 |
Other | 6,031 | 7,845 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (229,239) | (131,586) |
Inventories | 27,336 | 48,513 |
Other current assets | (70,833) | (35,781) |
Accounts payable and accrued expenses | (63,352) | (75,355) |
Net cash provided by (used in) operating activities | 307,501 | 378,068 |
Cash flows from investing activities: | ||
Purchases of fixed assets | (55,315) | (44,525) |
Payments for equity investments and business acquisitions, net of cash acquired | (258,786) | (126,543) |
Other | (6,694) | (8,766) |
Net cash provided by (used in) investing activities | (320,795) | (179,834) |
Cash flows from financing activities: | ||
Proceeds from (repayments of) bank borrowings | 193,550 | (3,274) |
Proceeds from issuance of long-term debt | 200,440 | 260,000 |
Principal payments for long-term debt | (59,531) | (9,293) |
Debt issuance costs | (1,771) | (233) |
Proceeds from issuance of stock upon exercise of stock options | 4,941 | 9,754 |
Payments for repurchases of common stock | (225,005) | (350,001) |
Payments for taxes related to shares withheld for employee taxes | (44,721) | (27,115) |
Excess tax benefits related to stock-based compensation | 0 | (463) |
Distributions to noncontrolling shareholders | (23,921) | (26,366) |
Acquisitions of noncontrolling interests in subsidiaries | (27,914) | (51,265) |
Net cash provided by (used in) financing activities | 16,068 | (198,256) |
Effect of exchange rate changes on cash and cash equivalents | 14,724 | 4,128 |
Net change in cash and cash equivalents | 17,498 | 4,106 |
Cash and cash equivalents, beginning of period | 62,381 | 72,086 |
Cash and cash equivalents, end of period | $ 79,879 | $ 76,192 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation O ur 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 For m 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. The consolidated financial statements reflect all adjustments considered n ecessary 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 b e 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 31, 2016 . The preparation of financial statements in confo rmity with U.S. GAAP 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 30, 2017 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 30, 2017 . On August 16, 2017, we announced that our Board of Directors approved a 2-for-1 split of our common stock. Each Henry Schein, Inc. stockholder of record at the close of business on September 1, 2 017 received a dividen d of one additional share for every share held. Trading began on a split-adjusted basis on September 15, 2017 and has been retroactively reflected for all periods presented in this Form 10- Q. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Data | Note 2 – 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, animal health and medical operating segments. This segment distributes consumable products, small equipment, laboratory products, large equipment, equipment repair services, branded and ge neric pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins. Our global dental group serves office-based dental practitioners, dental laboratories, schools and other institutions. Our global animal health group serves animal health practices and clinics. Our global medical group serves office-based medical practitioners, ambulatory surgery centers, other alternate-care settings and other institutions. Our global dental, animal health and medical groups s erve practitioners in 33 countries worldwide. Our global technology and value-added services group provides software, technology and other value-added services to health care practitioners. Our technology group offerings include practic e management software systems for dental and medical practitioners and animal health clinics. Our value-added practice solutions include financial services on a non-recourse basis, e-services, continuing education services for practitioners, consulting an d other services. The following tables present information about our reportable and operating segments: Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Net Sales: Health care distribution (1): Dental $ 1,478,730 $ 1,330,525 $ 4,372,055 $ 4,005,468 Animal health 882,580 790,279 2,586,850 2,415,290 Medical 690,761 639,648 1,861,074 1,716,590 Total health care distribution 3,052,071 2,760,452 8,819,979 8,137,348 Technology and value-added services (2) 109,012 104,696 323,510 313,386 Total $ 3,161,083 $ 2,865,148 $ 9,143,489 $ 8,450,734 *CS *CE (1) 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 and vitamins. (2) 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. Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Operating Income: Health care distribution $ 181,612 $ 170,158 $ 521,278 $ 468,610 Technology and value-added services 31,936 30,563 96,900 88,982 Total $ 213,548 $ 200,721 $ 618,178 $ 557,592 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 3 – Debt Bank Credit Line s O n April 18, 2017 , we entered into a new $ 750 million revolving agreement (the “Credit Agreement”) . This facility, which matures in April 2022 , replaced our $ 500 million revolving credit facility, which was scheduled to mature in September 2019 . 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. The Credit Agreement provides, amon g other things, that we are required to maintain maximum leverage ratios, and contains customary representations, warranties and affirmative covenants. The Credit Agreement also contains customary negative covenants, subject to negotiated exceptions on li ens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. As of September 30, 2017 and December 31, 2016 , the borrowings on this revolving credit facility and the prior credit facility were $ 175.0 million and $ 65.0 million, respectively. As of September 30, 2017 and December 31, 2016 , there were $ 11.7 m illion and $ 13.0 million of letters of credit , respectively, provided to third parties under the credit facility and the prior credit facility. As of September 30, 2017 and December 31, 2016 , we had various other short-term bank credit lines available, of which $ 456.9 m illion and $ 372.5 million, respectively, were outstanding. At September 30, 2017 and December 31, 2016 , borrowings under all of our credit lines had a weighted average interest rate of 2.09 % and 1.61 %, respectively. Private Placement Facilities On September 15, 2017 , we increased our available private placement facilities with three insurance companies to a total facility amount of $ 1 billion, and extended the expiration date to September 15, 2020. These facilities 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 September 15, 2020 . 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 to 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 a cquisitions. 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. T hese facilities contain make-whole provisions in the event that we pay off the facilities prior to the applicable due dates. The components of our private placement facility borrowings as of September 30, 2017 are presented in the following table (in t housands): Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date September 2, 2010 $ 100,000 3.79 % September 2, 2020 January 20, 2012 50,000 3.45 January 20, 2024 January 20, 2012 (1) 35,714 3.09 January 20, 2022 December 24, 2012 50,000 3.00 December 24, 2024 June 2, 2014 100,000 3.19 June 2, 2021 June 16, 2017 100,000 3.42 June 16, 2027 September 15, 2017 100,000 3.52 September 15, 2029 Less: Deferred debt issuance costs (250) $ 535,464 (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. On June 1, 2016, we extended the expiration date of this facility agreement to April 29, 2019 and increased the purchase limit under the facility from $ 300 million to $ 350 million . On July 6, 2017, we extended the expiration date of this facility agreement to April 29, 2020 . The borrowings outstanding under this securitization facility were $ 350.0 million and $ 350.0 million as of September 30, 2017 and December 31, 2016 , re spectively . At September 30, 2017 , the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of 134 basis points plus 75 basis points, for a combined rate of 2.09 %. At December 31, 2016 , the interest rate on borrowings under this facility was based on the asset-b acked commercial paper rate of 101 basis points plus 75 basis points, for a combined rate of 1.76 %. We are required to pay a commitment fee of 30 basis points on the daily balance of the unused portion of the facility if our usage is greater than or equ al to 50 % of the facility limit or a commitment fee of 35 basis points on the daily balance of the unused portion of the facility if our usage is less than 50 % of the facility limit. Borrowings under this facility are presented as a component of Long-term debt within our consolidated balance sheet. Long-term debt Long-term debt consisted of the following: September 30, December 31, 2017 2016 Private placement facilities $ 535,464 $ 342,857 U.S. trade accounts receivable securitization 350,000 350,000 Note payable to bank at a weighted-average interest rate of 21.37% at December 31, 2016 - 47,957 Various collateralized and uncollateralized loans payable with interest, in varying installments through 2022 at interest rates ranging from 2.56% to 12.90% at September 30, 2017 and ranging from 2.56% to 12.90% at December 31, 2016 33,994 35,150 Capital lease obligations payable through 2029 with interest rates ranging from 0.84% to 19.79% at September 30, 2017 and ranging from 1.38% to 19.15% at December 31, 2016 5,381 5,416 Total 924,839 781,380 Less current maturities (17,247) (65,923) Total long-term debt $ 907,592 $ 715,457 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interests | Note 4 – Redeemable Noncontrolling Interests Some minority shareholders 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 30, 2017 and the year ended December 31, 2016 are presented in the following table: September 30, December 31, 2017 2016 Balance, beginning of period $ 607,636 $ 542,194 Decrease in redeemable noncontrolling interests due to redemptions (40,638) (72,729) Increase in redeemable noncontrolling interests due to business acquisitions 25,209 58,172 Net income attributable to redeemable noncontrolling interests 35,398 48,760 Dividends declared (22,566) (32,973) Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests 7,961 (2,652) Change in fair value of redeemable securities 124,747 66,864 Balance, end of period $ 737,747 $ 607,636 Changes in the estimated redemption amounts of the noncontrolling interests subject to put options are adjusted at each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are subject to a floor amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. These adjustments do not impact the calculation of earnings per share. |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2017 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Comprehensive Income | Note 5 – 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. Our comprehensive income is primarily comprised of net income, foreign currency translation gain (loss), unrealized gain (loss) on foreign currency hedging activities, unrealized investment loss and pension adjustment gain (loss). The following table summarizes our Accumulated other comprehensive loss , net of applicable taxes as of: September 30, December 31, 2017 2016 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ (5,064) $ (13,025) Attributable to noncontrolling interests: Foreign currency translation adjustment $ 184 $ (113) Attributable to Henry Schein, Inc.: Foreign currency translation loss $ (131,304) $ (296,212) Unrealized loss from foreign currency hedging activities (1,327) (53) Unrealized investment loss (2) - Pension adjustment loss (21,839) (20,776) Accumulated other comprehensive loss $ (154,472) $ (317,041) Total Accumulated other comprehensive loss $ (159,352) $ (330,179) The following table summarizes the components of comprehensive income , net of applicable taxes as follows : Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Net income $ 150,948 $ 145,291 $ 450,783 $ 402,922 Foreign currency translation gain (loss) 58,916 (6,463) 173,166 (2,041) Tax effect - - - - Foreign currency translation gain (loss) 58,916 (6,463) 173,166 (2,041) Unrealized gain (loss) from foreign currency hedging activities 26 (803) (1,278) 1,316 Tax effect (60) 200 4 (290) Unrealized gain (loss) from foreign currency hedging activities (34) (603) (1,274) 1,026 Unrealized investment loss (3) - (3) - Tax effect 1 - 1 - Unrealized investment loss (2) - (2) - Pension adjustment gain (loss) (529) 280 (1,571) (13) Tax effect 176 (71) 508 23 Pension adjustment gain (loss) (353) 209 (1,063) 10 Comprehensive income $ 209,475 $ 138,434 $ 621,610 $ 401,917 During the three months ended September 30, 2017 and September 24, 2016 , we recognized , as a component of our comprehensive income , a foreign currency translation gain (loss) of $ 58.9 million and $ (6.5) million , respectively, due to changes in foreign exchange rates from the beginning of the period to the end of the period . During the nine months ended September 30, 2017 and September 24, 2016 , we recognized , as a component of our comprehensive i ncome , a foreign currency translation gain (loss) of $ 173.2 million and $ (2.0) million, respectively, due to changes in foreign exchange rates from the beginning of the period to the end of the period. Our financial sta tements 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 (loss) . The foreign currency translation gain (loss) during the three a nd nine months ended September 30, 2017 and September 24, 2016 was impacted by changes in foreign currency exchange rates as follows: Foreign Currency Foreign Currency Translation Translation Gain (Loss) Gain (Loss) for the Three for the Three Months Ended FX Rate into USD Months Ended FX Rate into USD September 30, September 30, July 1, September 24, September 24, June 25, Currency 2017 2017 2017 2016 2016 2016 Euro $ 30,373 1.18 1.14 $ 3,755 1.12 1.12 British Pound 9,168 1.34 1.30 (17,161) 1.30 1.38 Australian Dollar 3,767 0.78 0.77 3,826 0.76 0.75 Canadian Dollar 5,640 0.80 0.77 (1,565) 0.76 0.77 Polish Zloty 940 0.27 0.27 2,044 0.26 0.25 Swiss Franc 407 1.03 1.04 189 1.03 1.03 Brazilian Real 6,400 0.32 0.30 826 0.31 0.30 All other currencies 2,221 1,623 Total $ 58,916 $ (6,463) Foreign Currency Foreign Currency Translation Translation Gain (Loss) Gain (Loss) for the Nine for the Nine Months Ended FX Rate into USD Months Ended FX Rate into USD September 30, September 30, December 31, September 24, September 24, December 26, Currency 2017 2017 2016 2016 2016 2015 Euro $ 95,715 1.18 1.05 $ 14,932 1.12 1.10 British Pound 24,712 1.34 1.23 (39,536) 1.30 1.49 Australian Dollar 16,220 0.78 0.72 9,268 0.76 0.73 Canadian Dollar 9,820 0.80 0.74 5,941 0.76 0.72 Polish Zloty 7,891 0.27 0.24 428 0.26 0.26 Swiss Franc 5,305 1.03 0.98 1,408 1.03 1.01 Brazilian Real 4,136 0.32 0.31 3,055 0.31 0.25 All other currencies 9,367 2,463 Total $ 173,166 $ (2,041) The following table summarizes our total comprehensive income, net of applicable taxes , as follows: Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Comprehensive income attributable to Henry Schein, Inc. $ 193,085 $ 126,140 $ 577,403 $ 365,321 Comprehensive income attributable to noncontrolling interests 372 165 848 519 Comprehensive income attributable to Redeemable noncontrolling interests 16,018 12,129 43,359 36,077 Comprehensive income $ 209,475 $ 138,434 $ 621,610 $ 401,917 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 – Fair Value Measurements ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC Topic 820”) provides a framework for measuring fair value in generally accepted accounting principles. ASC Topic 820 defines fair value 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. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumption s 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). T he 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 under ASC Topic 820 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 valuation methodologies that we used to measure different financial instruments at fair value. 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. Debt The fair value of our debt, including bank credit lines, as of September 30, 2017 and December 31, 2016 was estimated at $ 1,556.7 million and $ 1,218.9 million, respectively. Factors that we considered when estimating the fair value of our debt include market conditions, prepayment and make-whole provisions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt. Derivative contracts Derivative contracts are valued using quoted market prices and signifi cant 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 intercom pany loans and certain forecasted inventory purchase commitments with suppliers. 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 marke t rates, which is based on market rates for comparable transactions and are classified within Level 2 of the fair value hierarchy. Redeemable noncontrolling interests Some minority shareholders 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 based on third-party valuations. The primary factor affecting the future value of redeemable noncontrolling interests is expected earnings and, if such earnings are not achieved, the value of the redeemable noncontrolling interests might be impacte d. The noncontrolling interests subject to put options are adjusted to their estimated redemption amounts each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are subject to a “flo or” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. These adjustments do not impac t the calculation of earnings per share. The values for Redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy. The details of the changes in Redeemable noncontrolling interests are presented in Note 4 . 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 30, 2017 and December 31, 2016 : September 30, 2017 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 6,191 $ - $ 6,191 Total assets $ - $ 6,191 $ - $ 6,191 Liabilities: Derivative contracts $ - $ 2,636 $ - $ 2,636 Total liabilities $ - $ 2,636 $ - $ 2,636 Redeemable noncontrolling interests $ - $ - $ 737,747 $ 737,747 *CS *CE December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 1,240 $ - $ 1,240 Total assets $ - $ 1,240 $ - $ 1,240 Liabilities: Derivative contracts $ - $ 931 $ - $ 931 Total liabilities $ - $ 931 $ - $ 931 Redeemable noncontrolling interests $ - $ - $ 607,636 $ 607,636 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | N ote 7 – Business Acquisitions Acquisitions The operating results of all acquisitions are reflected in our financial statements from their respective acquisition dates. We did not complete any material acquisitions during the nine months ended September 30, 2017 . Some prior owners of acquired subsidiaries are eligible to receive additional purchase price cash consideration if certain financial targets are met. We have accrued liabilities for the estimated fair value of additional purchase price consideration at the time of the acquisition. Any adjustments to these accrual amounts are recorded in our consolidated statements of income. For the nine months ended September 30, 2017 and September 24, 2016 , there were no material adjustments recorded in our consolidated statement of income relating to changes in estimated contingent purchase price liabilities. |
Plan of Restructuring
Plan of Restructuring | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Plan of Restructuring | N ote 8 – Plan of Restructuring On November 6, 2014, we announced a corporate initiative to rationalize our operations and provide expense efficiencies , which was expected to be completed by the end of fiscal 2015. This initiative originally planned for th e elimination of approximately 2 % to 3 % of our workforce and the closing of certain facilities . We subsequently announced our plan to extend these restructuring activities through the end of 2016 to further implement cost-savings initiatives , which ultimately resulted in the elimination of approximately 900 positions, representing 4 % of our workforce. We recorded restructuring costs of $ 34.9 million pre-tax in fiscal 2015 and $45.9 million pre-tax in fiscal 2016. Our restructuring activitie s are complete and we do not expect to report any such charges in 2017. During the nine months ended September 24, 2016 , we recorded restructuring costs of $ 29.8 million. The costs associated with this restructuring are included in a separate line item, “Restructuring costs” within our consolidated statements of income. The following table shows the amounts expensed and paid for restructuring costs that were incurred during the nine months ended September 30, 2017 and during our 2016 fiscal year and the remaining accrued balance of restructuring costs as of September 30, 2017 , which is included in Accrued expenses: Other and Other liabilities within our consolidated balance sheet : Facility Severance Closing Costs Costs Other Total Balance, December 26, 2015 $ 9,103 $ 2,151 $ 811 $ 12,065 Provision 40,728 3,587 1,576 45,891 Payments and other adjustments (27,477) (3,284) (1,492) (32,253) Balance, December 31, 2016 $ 22,354 $ 2,454 $ 895 $ 25,703 Provision - - - - Payments (17,282) (935) (824) (19,041) Balance, September 30, 2017 $ 5,072 $ 1,519 $ 71 $ 6,662 The following table shows, by reportable segment, the amounts expensed and paid for restructuring costs that were incurred during the nine months ended September 30, 2017 and the 2016 fiscal year and the remaining accrued balance of restructuring costs as of September 30, 2017 : Technology and Health Care Value-Added Distribution Services Total Balance, December 26, 2015 $ 12,062 $ 3 $ 12,065 Provision 44,082 1,809 45,891 Payments and other adjustments (30,906) (1,347) (32,253) Balance, December 31, 2016 $ 25,238 $ 465 $ 25,703 Provision - - - Payments (18,679) (362) (19,041) Balance, September 30, 2017 $ 6,559 $ 103 $ 6,662 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9 – 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 t hey 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 30, September 24, September 30, September 24, 2017 2016 2017 2016 Basic 156,914 161,791 157,386 162,600 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 1,357 1,919 1,480 2,035 Diluted 158,271 163,710 158,866 164,635 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes For the nine months ended September 30, 2017 and September 24, 2016 , our effective tax rate was 26.3 % and 29.0 %. The difference between our effective tax rate and the federal statutory tax rate for both periods primarily relates to the adoption of Accounting Standards Update No. 2016-09, “Stock Compensation” (Topic 718) (“ASU 2016-09”) in the first quarter of 2017, as well as state and foreign income taxes and interest expense for both periods. The 2016 effective tax rate was further affected by a federal tax audit settlement which reduced our income tax expense by approximately $ 4.5 million in the period. Under ASU 2016-09, all excess tax benefits and tax deficiencies resulti ng from the difference between the deduction for tax purposes and the stock-based compensation cost recognized for financial reporting purposes are included as a component of income tax expense beginning January 1, 2017. Prior to the implementation of ASU 2016-09, excess tax benefits were recorded as a component of additional paid in capital and tax deficiencies were recognized either as an offset to accumulated excess tax benefits or in the income statement if there were no accumulated excess tax benefits . The adoption of ASU No. 2016-09 reduced income tax expense by approximately $ 19.5 million for the nine months ended September 30, 2017. The total amount of unrecognized tax benefits as of September 30, 2017 was approximately $ 102.3 million, of which $ 75.6 million would affect the effective tax rate if recognized. It is expected that the amount of unrecognized tax benefits will change in the next 12 months; however, we do not expect the change to have a material impact on our consolidated financial statements. The total amounts of interest and penalties, which are classified as a component of Other liabilities within our consolidated balance sheets , were approximately $ 12.9 million and $ 0.0 , respectively , as of September 30, 2017 . The tax years subject to examination by major tax juris dictions include the years 2012 and forward by the U.S. Internal Revenue Service (“IRS”), as well as the years 2008 and forward for certain states and certain foreign jurisdictions. We are currently under audit for the years 2012 and 2013. During the qua rter ended December 31, 2016, we reached a settlement on a portion of the IRS audit of tax years 2012 and 2013. Additionally, during the quarter ended December 31, 2016 we filed a Mutual Agreement Procedure request with the IRS for assistance from the U.S. Competent Authority for an open transfer pricing matter. We received a 30-Day Letter from the IRS during the quarter ended April 1, 2017 for the remaining open audit matters for the years 2012 and 2013. We have filed a protest with the Appellate Divisio n regarding these matters during the second quarter of 2017. We do not expect this to have a material adverse effect on our consolidated financial condition, liquidity or results of operations. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Note 11 – 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 markets. 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 effectivenes s 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 investments, maintaining a strong balance sheet and having multiple sources of capital. 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., 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 Topic 815 have been omitted. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | N ote 12 – Stock-Based Compensation Our accompanying consolidated statements of income reflect pre-tax share-based compensation expense of $ 12.6 million ($ 9.0 million after-tax) and $ 32.0 million ($ 23.6 million after-tax) for the three and nine months ended September 30, 2017 , respectively, and $ 16.1 million ($ 11.5 million after-tax) and $ 43.6 million ($ 31.0 million af ter-tax) for the three and nine months ended September 24, 2016 , respectively. Stock-based compensation represents the cost related to stock-based awards granted to employees and non-employee directors. We measure stock-based compensation a t the grant date, based on the estimated fair value of the award, and recognize the cost (net of estimated forfeitures) as compensation expense on a straight-line basis over the requisite service period. Our stock-based compensation expense is reflected i n selling, general and administrative expenses in our consolidated statements of income. Stock-base d awards are provided to certain employees and non-employee directors under the terms of our 2013 Stock Incentive Plan, as amended, and our 2015 Non-Employee Director Stock Incentive Plan (together, the “Plans”). The Plans are administered by the Compensa tion Committee of the Board of Directors. Prior to March 2009, awards under the Plans principally included a combination of at-the-money stock options and restricted stock/units. Since March 2009, equity-based awards have been granted solely in the form of restricted stock/units, with the exception of providing stock options to employees pursuant to certain pre-existing contractual obligations. Grants of restricted stock/units are stock-based awards granted to recipients with specified vesting provisions . In the case of restricted stock, common stock is delivered on the date of grant, subject to vesting conditions. In the case of restricted stock units, common stock is generally delivered on or following satisfaction of vesting conditions. We issue res tricted stock/units 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 restricted stock/units that vest based on our achieving specified performance measurements and the recipient’s continued service over time (primarily three-year cliff vesting). With respect to time-based restricted stock/units, we estimate the fair value on the date of grant based on our closing stock price. With respect to performance-based restricted stock/units, the number of shares that ultimately vest and are received by the recipient is based upon our performance as measured against specified target s over a specified period , as determined by the Compensation Committee of the Board of Directors. Although there is no guarantee that performance targets will be achieved, we estimate the fair value of performance-based restricted stock/units 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 tran sactions (including share repurchases), restructuring costs, if any, changes in accounting principles or in applicable laws or regulations and certain foreign exchange fluctuations. Over the performance period, the number of shares of common stock that wi ll 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 r ecognized as an expense will be based on our actual performance metrics as defined under the Plans. Total unrecognized compensation cost related to non-vested awards as of September 30, 2017 was $ 101.2 million, which is expected to be recognized over a weighted-average period of approximately 2.2 years. The following table summarizes stock option activity under the Plans during the nine months ended September 30, 2017 : Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Life in Intrinsic Shares Price Years Value Outstanding at beginning of period 353 $ 28.59 Granted - - Exercised (187) 27.63 Forfeited - - Outstanding at end of period 166 $ 29.67 0.5 $ 8,705 Options exercisable at end of period 166 $ 29.67 0.5 $ 8,705 The following tables summarize the activity of our non-vested restricted stock/units for the nine months ended September 30, 2017 : Time-Based Restricted Stock/Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,339 $ 60.54 Granted 295 85.58 Vested (374) 47.13 Forfeited (22) 74.63 Outstanding at end of period 1,238 $ 70.30 $ 81.99 Performance-Based Restricted Stock/Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,849 $ 54.05 Granted 343 83.02 Vested (850) 54.88 Forfeited (18) 79.68 Outstanding at end of period 1,324 $ 62.38 $ 81.99 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 13 – Supplemental Cash Flow Information Cash paid for interest and income taxes was : Nine Months Ended September 30, September 24, 2017 2016 Interest $ 33,640 $ 21,187 Income taxes 179,445 152,351 During the nine months ended September 30, 2017 and September 24, 2016 , we had $( 1.3 ) million and $ 1.3 million of non-cash net unrealized gains (losses) related to foreign currency hedging activities, respectively. During the second quarter of 2017, a s part of a business acquisition, we increased our ownership in a subsidiary through a non-cash transaction of $ 16.8 million. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 14 – Legal Proceedings Beginning in January 2016 , class action complaints were filed against Patterson Companies, Inc. (“Patterson”), Benco Dental Supply Co. (“Benco”) and Henry Schein, Inc . Each of these complaints allege, among other things, that defendants conspired to fix prices, allocate customers and foreclose competitors by boycotting manufacturers, state dental associations and others that deal with defendants’ competitors. Subject to certain exclusions, these classes seek to represent all persons who purchased dental supplies or equipment in the United States directly from any of the defendants or Burkhart Dental Supply Co. (“Burkhart”) since August 31, 2008 . Each class action complaint asserts a single count under Section 1 of the Sh erman Act, and seeks equitable relief, compensatory and treble damages, jointly and severally, and reasonable costs and expenses, including attorneys’ fees and expert fees. We intend to defend ourselves vigorously against these actions. We are unable to estimate the amount of potential losses, if any, from this matter. On August 31, 2012 , Archer and White Sales, Inc. (“Archer”) filed a complaint against Henry Schein, Inc. as well as Danaher Corporation and its subsidiaries Instrumentarium Dental, Inc., Dental Equipment, LLC, Kavo Dental Technologies, LLC and Dental Imaging Technologies Co rporation (collectively, the “Danaher Defendants”) in the United States District Court for the Eastern District of Texas, Civil Action No. 2:12-CV-00572-JRG, styled as an antitrust action under Section 1 of the Sherman Act, and the Texas Free Enterprise An titrust Act. Archer alleges a conspiracy between Henry Schein, Inc., an unnamed company and the Danaher Defendants to terminate or limit Archer’s distribution rights. On October 1, 2012, Henry Schein filed a motion for an order: (i) compelling Archer to arbitrate its claims against Henry Schein; (2) staying all proceedings pending arbitration; and (3) joining the Danaher Defendants’ motion to arbitrate and stay. On May 28, 2013, the Magistrate Judge granted the motions to arbitrate and stayed proceedings pending arbitration. On June 10, 2013, Archer moved for reconsideration before the District Court judge. On December 7, 2016, the District Court Judge granted Archer’s motion for reconsideration and lifted the stay. Defendants have appealed the Distric t Court’s order, and that appeal is pending. On August 1, 2017 , Archer filed an amended complaint, adding Patterson and Benco as defendants, and alleging that Henry Schein, Inc., Patterson, Benco and Burkhart conspired to fix prices and refuse d to compete with each other for sales of dental equipment to dental professionals and agreed to enlist their common suppliers, the Danaher Defendants, to join a price-fixing conspiracy and boycott by reducing the distribution territory of, and eventually terminating, their price-cutting competing distributor Archer. Archer seeks injunctive relief, and damages in an amount to be proved at trial, to be trebled with interest and costs, including attorneys’ fees, jointly and severally. We are unable to estimate the amount of potential losses, if any, from this matter. On October 30, 2017 , Archer filed a second amended complaint under seal, to add additional allegations that it believes support its claims . T he named parties and causes of action are the same as the August 1, 2017 amended complaint. Trial is currently scheduled for February 2018. We inte nd to defend ourselves vigorously against this action. On August 17, 2017 , IQ Dental Supply, Inc. (“IQ Dental”) filed a complaint in the United States District Court for the Eastern District of New York, entitled IQ Dental Supply, Inc. v. Henry Schein, Inc . , Patterson Companies, Inc. and Benco Dental Supply Company , Case No. 2:17-cv-4834. Plaintiff alleges that it is a distributor of dental supplies and equipment, and sells dental products through an online dental distribution platform operated by Sour ceOne Dental (“SourceOne ”). SourceOne had previously brought an antitrust lawsuit against the Company, Patterson and Benco which the Company settled in the second quarter of 2017 and which is described in the Company’s prior filings with the Securities an d Exchange Commission. IQ Dental alleges, among other things, that defendants conspired to suppress competition from IQ Dental and SourceOne for the marketing, distribution and sale of dental supplies and equipment in the United States, and that defendants unlawfully agreed with one another to boycott dentists, manufacturers and state dental associations that deal with, or considered dealing with, plaintiff and SourceOne. Plaintiff claims that this alleged conduct constitutes unreasonable restraint of trad e in violation of Section 1 of the Sherm an Act, New York’s Donnelly Act and the New Jersey Antitrust Act, and also makes pendant state law claims for tortious interference with prospective business relations, civi l conspiracy and aiding and abetting. Plai ntiff seeks injunctive relief, compensatory, treble and punitive damages, jointly and severally, and reasonable costs and expenses, including attorneys’ fees and expert fees. We intend to vigorously defend ourselves against this action. We are unable to estimate the amount of potential losses, if any, from this matter. 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 arr angements 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 financial condition or results of operations. As of September 30, 2017, 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 t o 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 en acted laws and regulations and other factors, including probable recoveries from third parties. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 15 – Subsequent Event In October 2017, we sold our 21.4 % equity ownership of D4D Technologies LLC in exchange for cash and contingent consideration . As a result of this transaction, we expect to record a loss of approximately $ 17 million to $ 18 million, or $ 0.10 to $ 0.11 per diluted share, in the fourth quarter of 2017. |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Business segment information | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Net Sales: Health care distribution (1): Dental $ 1,478,730 $ 1,330,525 $ 4,372,055 $ 4,005,468 Animal health 882,580 790,279 2,586,850 2,415,290 Medical 690,761 639,648 1,861,074 1,716,590 Total health care distribution 3,052,071 2,760,452 8,819,979 8,137,348 Technology and value-added services (2) 109,012 104,696 323,510 313,386 Total $ 3,161,083 $ 2,865,148 $ 9,143,489 $ 8,450,734 *CS *CE (1) 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 and vitamins. (2) 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. Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Operating Income: Health care distribution $ 181,612 $ 170,158 $ 521,278 $ 468,610 Technology and value-added services 31,936 30,563 96,900 88,982 Total $ 213,548 $ 200,721 $ 618,178 $ 557,592 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Private placement facilities | Amount of Borrowing Borrowing Date of Borrowing Outstanding Rate Due Date September 2, 2010 $ 100,000 3.79 % September 2, 2020 January 20, 2012 50,000 3.45 January 20, 2024 January 20, 2012 (1) 35,714 3.09 January 20, 2022 December 24, 2012 50,000 3.00 December 24, 2024 June 2, 2014 100,000 3.19 June 2, 2021 June 16, 2017 100,000 3.42 June 16, 2027 September 15, 2017 100,000 3.52 September 15, 2029 Less: Deferred debt issuance costs (250) $ 535,464 (1) Annual repayments of approximately $7.1 million for this borrowing commenced on January 20, 2016. |
Schedule of long-term debt | September 30, December 31, 2017 2016 Private placement facilities $ 535,464 $ 342,857 U.S. trade accounts receivable securitization 350,000 350,000 Note payable to bank at a weighted-average interest rate of 21.37% at December 31, 2016 - 47,957 Various collateralized and uncollateralized loans payable with interest, in varying installments through 2022 at interest rates ranging from 2.56% to 12.90% at September 30, 2017 and ranging from 2.56% to 12.90% at December 31, 2016 33,994 35,150 Capital lease obligations payable through 2029 with interest rates ranging from 0.84% to 19.79% at September 30, 2017 and ranging from 1.38% to 19.15% at December 31, 2016 5,381 5,416 Total 924,839 781,380 Less current maturities (17,247) (65,923) Total long-term debt $ 907,592 $ 715,457 |
Redeemable Noncontrolling Int26
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Change in fair value of redeemable noncontrolling interests | September 30, December 31, 2017 2016 Balance, beginning of period $ 607,636 $ 542,194 Decrease in redeemable noncontrolling interests due to redemptions (40,638) (72,729) Increase in redeemable noncontrolling interests due to business acquisitions 25,209 58,172 Net income attributable to redeemable noncontrolling interests 35,398 48,760 Dividends declared (22,566) (32,973) Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests 7,961 (2,652) Change in fair value of redeemable securities 124,747 66,864 Balance, end of period $ 737,747 $ 607,636 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Accumulated other comprehensive income, net of applicable taxes | September 30, December 31, 2017 2016 Attributable to Redeemable noncontrolling interests: Foreign currency translation adjustment $ (5,064) $ (13,025) Attributable to noncontrolling interests: Foreign currency translation adjustment $ 184 $ (113) Attributable to Henry Schein, Inc.: Foreign currency translation loss $ (131,304) $ (296,212) Unrealized loss from foreign currency hedging activities (1,327) (53) Unrealized investment loss (2) - Pension adjustment loss (21,839) (20,776) Accumulated other comprehensive loss $ (154,472) $ (317,041) Total Accumulated other comprehensive loss $ (159,352) $ (330,179) |
Components of comprehensive income, net of applicable taxes | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Net income $ 150,948 $ 145,291 $ 450,783 $ 402,922 Foreign currency translation gain (loss) 58,916 (6,463) 173,166 (2,041) Tax effect - - - - Foreign currency translation gain (loss) 58,916 (6,463) 173,166 (2,041) Unrealized gain (loss) from foreign currency hedging activities 26 (803) (1,278) 1,316 Tax effect (60) 200 4 (290) Unrealized gain (loss) from foreign currency hedging activities (34) (603) (1,274) 1,026 Unrealized investment loss (3) - (3) - Tax effect 1 - 1 - Unrealized investment loss (2) - (2) - Pension adjustment gain (loss) (529) 280 (1,571) (13) Tax effect 176 (71) 508 23 Pension adjustment gain (loss) (353) 209 (1,063) 10 Comprehensive income $ 209,475 $ 138,434 $ 621,610 $ 401,917 |
Components of foreign currency translation gain (loss) by foreign currency | Foreign Currency Foreign Currency Translation Translation Gain (Loss) Gain (Loss) for the Three for the Three Months Ended FX Rate into USD Months Ended FX Rate into USD September 30, September 30, July 1, September 24, September 24, June 25, Currency 2017 2017 2017 2016 2016 2016 Euro $ 30,373 1.18 1.14 $ 3,755 1.12 1.12 British Pound 9,168 1.34 1.30 (17,161) 1.30 1.38 Australian Dollar 3,767 0.78 0.77 3,826 0.76 0.75 Canadian Dollar 5,640 0.80 0.77 (1,565) 0.76 0.77 Polish Zloty 940 0.27 0.27 2,044 0.26 0.25 Swiss Franc 407 1.03 1.04 189 1.03 1.03 Brazilian Real 6,400 0.32 0.30 826 0.31 0.30 All other currencies 2,221 1,623 Total $ 58,916 $ (6,463) Foreign Currency Foreign Currency Translation Translation Gain (Loss) Gain (Loss) for the Nine for the Nine Months Ended FX Rate into USD Months Ended FX Rate into USD September 30, September 30, December 31, September 24, September 24, December 26, Currency 2017 2017 2016 2016 2016 2015 Euro $ 95,715 1.18 1.05 $ 14,932 1.12 1.10 British Pound 24,712 1.34 1.23 (39,536) 1.30 1.49 Australian Dollar 16,220 0.78 0.72 9,268 0.76 0.73 Canadian Dollar 9,820 0.80 0.74 5,941 0.76 0.72 Polish Zloty 7,891 0.27 0.24 428 0.26 0.26 Swiss Franc 5,305 1.03 0.98 1,408 1.03 1.01 Brazilian Real 4,136 0.32 0.31 3,055 0.31 0.25 All other currencies 9,367 2,463 Total $ 173,166 $ (2,041) |
Total comprehensive income, net of applicable taxes | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Comprehensive income attributable to Henry Schein, Inc. $ 193,085 $ 126,140 $ 577,403 $ 365,321 Comprehensive income attributable to noncontrolling interests 372 165 848 519 Comprehensive income attributable to Redeemable noncontrolling interests 16,018 12,129 43,359 36,077 Comprehensive income $ 209,475 $ 138,434 $ 621,610 $ 401,917 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value - assets and liabilities measured and recognized on a recurring basis | September 30, 2017 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 6,191 $ - $ 6,191 Total assets $ - $ 6,191 $ - $ 6,191 Liabilities: Derivative contracts $ - $ 2,636 $ - $ 2,636 Total liabilities $ - $ 2,636 $ - $ 2,636 Redeemable noncontrolling interests $ - $ - $ 737,747 $ 737,747 *CS *CE December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Derivative contracts $ - $ 1,240 $ - $ 1,240 Total assets $ - $ 1,240 $ - $ 1,240 Liabilities: Derivative contracts $ - $ 931 $ - $ 931 Total liabilities $ - $ 931 $ - $ 931 Redeemable noncontrolling interests $ - $ - $ 607,636 $ 607,636 |
Plan of Restructuring (Tables)
Plan of Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve by type of cost | Facility Severance Closing Costs Costs Other Total Balance, December 26, 2015 $ 9,103 $ 2,151 $ 811 $ 12,065 Provision 40,728 3,587 1,576 45,891 Payments and other adjustments (27,477) (3,284) (1,492) (32,253) Balance, December 31, 2016 $ 22,354 $ 2,454 $ 895 $ 25,703 Provision - - - - Payments (17,282) (935) (824) (19,041) Balance, September 30, 2017 $ 5,072 $ 1,519 $ 71 $ 6,662 |
Schedule of restructuring reserve by segment | Technology and Health Care Value-Added Distribution Services Total Balance, December 26, 2015 $ 12,062 $ 3 $ 12,065 Provision 44,082 1,809 45,891 Payments and other adjustments (30,906) (1,347) (32,253) Balance, December 31, 2016 $ 25,238 $ 465 $ 25,703 Provision - - - Payments (18,679) (362) (19,041) Balance, September 30, 2017 $ 6,559 $ 103 $ 6,662 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and diluted shares used to calculate earnings per share | Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, 2017 2016 2017 2016 Basic 156,914 161,791 157,386 162,600 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 1,357 1,919 1,480 2,035 Diluted 158,271 163,710 158,866 164,635 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the 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 353 $ 28.59 Granted - - Exercised (187) 27.63 Forfeited - - Outstanding at end of period 166 $ 29.67 0.5 $ 8,705 Options exercisable at end of period 166 $ 29.67 0.5 $ 8,705 |
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 1,339 $ 60.54 Granted 295 85.58 Vested (374) 47.13 Forfeited (22) 74.63 Outstanding at end of period 1,238 $ 70.30 $ 81.99 Performance-Based Restricted Stock/Units Weighted Average Grant Date Fair Intrinsic Value Shares/Units Value Per Share Per Share Outstanding at beginning of period 1,849 $ 54.05 Granted 343 83.02 Vested (850) 54.88 Forfeited (18) 79.68 Outstanding at end of period 1,324 $ 62.38 $ 81.99 |
Supplemental Cash Flow Inform32
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash paid for interest and income taxes | Nine Months Ended September 30, September 24, 2017 2016 Interest $ 33,640 $ 21,187 Income taxes 179,445 152,351 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Common Stock [Member] | Aug. 16, 2017 | Sep. 30, 2017 |
Stock split, conversion ratio | 2 | |
Stock split, description | On August 16, 2017, we announced that our Board of Directors approved a 2-for-1 split of our common stock. Each Henry Schein, Inc. stockholder of record at the close of business on September 1, 2017 received a dividend of one additional share for every share held. Trading began on a split-adjusted basis on September 15, 2017 and has been retroactively reflected for all periods presented in this Form 10-Q. |
Segment Data (Details)
Segment Data (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)number | Sep. 24, 2016USD ($) | Sep. 30, 2017USD ($)number | Sep. 24, 2016USD ($) | ||
Segment Reporting [Abstract] | |||||
Number of reportable segments | number | 2 | ||||
Number of countries served globally | number | 33 | 33 | |||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 3,161,083 | $ 2,865,148 | $ 9,143,489 | $ 8,450,734 | |
Operating income | 213,548 | 200,721 | 618,178 | 557,592 | |
Health Care Distribution [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | 3,052,071 | 2,760,452 | 8,819,979 | 8,137,348 |
Operating income | 181,612 | 170,158 | 521,278 | 468,610 | |
Health Care Distribution [Member] | Dental [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,478,730 | 1,330,525 | 4,372,055 | 4,005,468 | |
Health Care Distribution [Member] | Animal Health [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 882,580 | 790,279 | 2,586,850 | 2,415,290 | |
Health Care Distribution [Member] | Medical [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 690,761 | 639,648 | 1,861,074 | 1,716,590 | |
Technology and Value-Added Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [2] | 109,012 | 104,696 | 323,510 | 313,386 |
Operating income | $ 31,936 | $ 30,563 | $ 96,900 | $ 88,982 | |
[1] | 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 and vitamins. | ||||
[2] | 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 ($) $ in Millions | 4 Months Ended | ||
Apr. 18, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | |||
Weighted average interest rate on borrowings under credit lines at period end (in hundredths) | 2.09% | 1.61% | |
Revolving credit facility maturing in April 2022 [Member] | |||
Line of Credit Facility [Line Items] | |||
Revolving credit facility borrowing capacity | $ 750 | ||
Revolving credit facility expiration date | Apr. 1, 2022 | ||
Line of credit facility, amount outstanding | $ 175 | ||
Outstanding letters of credit provided to third parties | 11.7 | ||
Revolving Credit Facility maturing in September 2019 [Member] | |||
Line of Credit Facility [Line Items] | |||
Extinguishment Of Line of Credit | $ 500 | ||
Revolving credit facility expiration date | Sep. 1, 2019 | ||
Line of credit facility, amount outstanding | $ 65 | ||
Outstanding letters of credit provided to third parties | 13 | ||
Various other short-term bank credit lines [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, amount outstanding | $ 456.9 | $ 372.5 |
Debt - Private Placement Facili
Debt - Private Placement Facilities (Details) - Private placement facilities [Member] $ in Billions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |
Debt instrument, maximum borrowing capacity | $ 1 |
Debt instrument, maturity date | Sep. 15, 2020 |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Term of issuances under private placement facilities | 5 years |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Term of issuances under private placement facilities | 15 years |
Average term of issuances under private placement facilities | 12 years |
Debt - Private Placement Borrow
Debt - Private Placement Borrowings (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 924,839 | $ 781,380 | |
Private Placement Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Less: Deferred debt issuance costs | (250) | ||
Total long-term debt | $ 535,464 | $ 342,857 | |
Debt Instrument, Maturity Date | Sep. 15, 2020 | ||
Private Placement Facilities [Member] | Private placement facilities maturing in September 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Sep. 2, 2010 | ||
Total long-term debt | $ 100,000 | ||
Borrowing Rate | 3.79% | ||
Debt Instrument, Maturity Date | Sep. 2, 2020 | ||
Private Placement Facilities [Member] | Private placement facilities maturing in January 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jan. 20, 2012 | ||
Total long-term debt | $ 50,000 | ||
Borrowing Rate | 3.45% | ||
Debt Instrument, Maturity Date | Jan. 20, 2024 | ||
Private Placement Facilities [Member] | Private placement facilities maturing in January 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | [1] | Jan. 20, 2012 | |
Total long-term debt | [1] | $ 35,714 | |
Borrowing Rate | [1] | 3.09% | |
Debt Instrument, Maturity Date | [1] | 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 December 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Dec. 24, 2012 | ||
Total long-term debt | $ 50,000 | ||
Borrowing Rate | 3.00% | ||
Debt Instrument, Maturity Date | Dec. 24, 2024 | ||
Private Placement Facilities [Member] | Private placement facilities maturing in June 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jun. 2, 2014 | ||
Total long-term debt | $ 100,000 | ||
Borrowing Rate | 3.19% | ||
Debt Instrument, Maturity Date | Jun. 2, 2021 | ||
Private Placement Facilities [Member] | Private Placement facilities maturing in June 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Jun. 16, 2017 | ||
Total long-term debt | $ 100,000 | ||
Borrowing Rate | 3.42% | ||
Debt Instrument, Maturity Date | Jun. 16, 2027 | ||
Private Placement Facilities [Member] | Private Placement Facilities September 2029 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Issuance Date | Sep. 15, 2017 | ||
Total long-term debt | $ 100,000 | ||
Borrowing Rate | 3.52% | ||
Debt Instrument, Maturity Date | Sep. 15, 2029 | ||
[1] | Annual repayments of approximately $7.1 million for this borrowing commenced on January 20, 2016. |
Debt - U.S. Trade Accounts Rece
Debt - U.S. Trade Accounts Receivable Securitization (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 01, 2016 | Jul. 06, 2017 | Sep. 30, 2017 | Sep. 24, 2016 | Dec. 31, 2016 | Apr. 17, 2013 | |
Debt Instrument [Line Items] | ||||||
Repayments of Long-term Debt | $ 59,531 | $ 9,293 | ||||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 924,839 | $ 781,380 | ||||
U.S. trade accounts receivable securitization [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Pricing commitment period | 3 years | |||||
Debt Instrument, Maturity Date | Apr. 29, 2019 | Apr. 29, 2020 | ||||
Debt Instrument Maximum Borrowing Capacity | $ 350,000 | $ 350,000 | 350,000 | $ 300,000 | ||
Long-term Debt and Capital Lease Obligations, Including Current Maturities | $ 350,000 | $ 350,000 | ||||
Commitment fee for facility usage - facility limit greater than or equal to fifty percent usage (as a percent) | 0.30% | |||||
Commitment fee for facility usage - facility limit less than fifty percent usage (as a percent) | 0.35% | |||||
Debt instrument borrowing percentage of facility used for calculating commitment fee (as a percent) | 50.00% | |||||
U.S. trade accounts receivable securitization [Member] | Average Asset Backed Commercial Paper Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, variable rate basis at period end | 1.34% | 1.01% | ||||
Debt instrument, basis spread on variable rate | 0.75% | 0.75% | ||||
Debt instrument, interest rate at period end | 2.09% | 1.76% |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations including current maturities | $ 924,839 | $ 781,380 |
Less current maturities | (17,247) | (65,923) |
Total long-term debt | 907,592 | 715,457 |
Private Placement Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations including current maturities | 535,464 | 342,857 |
U S Trade Accounts Receivable Securitization [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations including current maturities | 350,000 | 350,000 |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations including current maturities | 0 | $ 47,957 |
Long-term Debt, Weighted Average Interest Rate | 21.37% | |
Loans Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations including current maturities | $ 33,994 | $ 35,150 |
Loans Payable [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.56% | 2.56% |
Loans Payable [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.90% | 12.90% |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations including current maturities | $ 5,381 | $ 5,416 |
Capital Lease Obligations [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.84% | 1.38% |
Capital Lease Obligations [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 19.79% | 19.15% |
Redeemable Noncontrolling Int40
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Components of the change in the redeemable noncontrolling interests [Abstract] | ||
Balance, beginning of period | $ 607,636 | $ 542,194 |
Decrease in redeemable noncontrolling interests due to redemptions | (40,638) | (72,729) |
Increase in redeemable noncontrolling interests due to business acquisitions | 25,209 | 58,172 |
Net income attributable to redeemable noncontrolling interests | 35,398 | 48,760 |
Dividends declared | (22,566) | (32,973) |
Effect of foreign currency translation gain (loss) attributable to redeemable noncontrolling interests | 7,961 | (2,652) |
Change in fair value of redeemable securities | 124,747 | 66,864 |
Balance, end of period | $ 737,747 | $ 607,636 |
Comprehensive Income - Accumula
Comprehensive Income - Accumulated Other Comprehensive Income and Comprehensive Income Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | Dec. 31, 2016 | |
Attributable to Redeemable noncontrolling interests: | |||||
Foreign currency translation adjustment | $ (5,064) | $ (5,064) | $ (13,025) | ||
Attributable to noncontrolling interests: | |||||
Foreign currency translation adjustment | 184 | 184 | (113) | ||
Attributable to Henry Schein, Inc.: | |||||
Foreign currency translation gain (loss) | (131,304) | (131,304) | (296,212) | ||
Unrealized gain (loss) from foreign currency hedging activities | (1,327) | (1,327) | (53) | ||
Unrealized investment gain (loss) | (2) | (2) | 0 | ||
Pension adjustment gain (loss) | (21,839) | (21,839) | (20,776) | ||
Accumulated other comprehensive income (loss) | (154,472) | (154,472) | (317,041) | ||
Total Accumulated other comprehensive income (loss) | (159,352) | (159,352) | $ (330,179) | ||
Components of comprehensive income [Abstract] | |||||
Net income | 150,948 | $ 145,291 | 450,783 | $ 402,922 | |
Foreign currency translation gain (loss) | 58,916 | (6,463) | 173,166 | (2,041) | |
Tax effect | 0 | 0 | 0 | 0 | |
Foreign currency translation gain (loss) | 58,916 | (6,463) | 173,166 | (2,041) | |
Unrealized gain (loss) from foreign currency hedging activities | 26 | (803) | (1,278) | 1,316 | |
Tax effect | (60) | 200 | 4 | (290) | |
Unrealized gain (loss) from foreign currency hedging activities | (34) | (603) | (1,274) | 1,026 | |
Unrealized investment gain (loss) | (3) | 0 | (3) | 0 | |
Tax effect | 1 | 0 | 1 | 0 | |
Unrealized investment gain (loss) | (2) | 0 | (2) | 0 | |
Pension adjustment gain (loss) | (529) | 280 | (1,571) | (13) | |
Tax effect | 176 | (71) | 508 | 23 | |
Pension adjustment gain (loss) | (353) | 209 | (1,063) | 10 | |
Comprehensive income | $ 209,475 | $ 138,434 | $ 621,610 | $ 401,917 |
Comprehensive Income - Foreign
Comprehensive Income - Foreign Currency Translation Gain (Loss) Components (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017USD ($) | Sep. 24, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 24, 2016USD ($) | Jul. 01, 2017 | Dec. 31, 2016 | Jun. 25, 2016 | Dec. 26, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 58,916 | $ (6,463) | $ 173,166 | $ (2,041) | ||||
Euro | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 30,373 | $ 3,755 | $ 95,715 | $ 14,932 | ||||
FX rate into USD | 1.18 | 1.12 | 1.18 | 1.12 | 1.14 | 1.05 | 1.12 | 1.1 |
British Pound | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 9,168 | $ (17,161) | $ 24,712 | $ (39,536) | ||||
FX rate into USD | 1.34 | 1.3 | 1.34 | 1.3 | 1.3 | 1.23 | 1.38 | 1.49 |
Australian Dollar | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 3,767 | $ 3,826 | $ 16,220 | $ 9,268 | ||||
FX rate into USD | 0.78 | 0.76 | 0.78 | 0.76 | 0.77 | 0.72 | 0.75 | 0.73 |
Canadian Dollar | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 5,640 | $ (1,565) | $ 9,820 | $ 5,941 | ||||
FX rate into USD | 0.8 | 0.76 | 0.8 | 0.76 | 0.77 | 0.74 | 0.77 | 0.72 |
Polish Zloty | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 940 | $ 2,044 | $ 7,891 | $ 428 | ||||
FX rate into USD | 0.27 | 0.26 | 0.27 | 0.26 | 0.27 | 0.24 | 0.25 | 0.26 |
Swiss Franc | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 407 | $ 189 | $ 5,305 | $ 1,408 | ||||
FX rate into USD | 1.03 | 1.03 | 1.03 | 1.03 | 1.04 | 0.98 | 1.03 | 1.01 |
Brazilian Real | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 6,400 | $ 826 | $ 4,136 | $ 3,055 | ||||
FX rate into USD | 0.32 | 0.31 | 0.32 | 0.31 | 0.3 | 0.31 | 0.3 | 0.25 |
All other currencies | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Foreign currency translation gain (loss) | $ 2,221 | $ 1,623 | $ 9,367 | $ 2,463 |
Comprehensive Income - Total Co
Comprehensive Income - Total Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Comprehensive Income Net Of Applicable Taxes [Abstract] | ||||
Comprehensive income (loss) attributable to Henry Schein, Inc. | $ 193,085 | $ 126,140 | $ 577,403 | $ 365,321 |
Comprehensive income (loss) attributable to noncontrolling interests | 372 | 165 | 848 | 519 |
Comprehensive income (loss) attributable to Redeemable noncontrolling interests | 16,018 | 12,129 | 43,359 | 36,077 |
Comprehensive income (loss) | $ 209,475 | $ 138,434 | $ 621,610 | $ 401,917 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 26, 2015 |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | $ 737,747 | $ 607,636 | $ 542,194 |
Estimate of Fair Value Measurement [Member] | |||
Debt Instrument, Fair Value Disclosure [Abstract] | |||
Fair value of debt | 1,556,700 | 1,218,900 | |
Fair value, measurements, recurring [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 6,191 | 1,240 | |
Total assets | 6,191 | 1,240 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 2,636 | 931 | |
Total liabilities | 2,636 | 931 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 737,747 | 607,636 | |
Fair value, measurements, recurring [Member] | Level 1 [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 2 [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 6,191 | 1,240 | |
Total assets | 6,191 | 1,240 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 2,636 | 931 | |
Total liabilities | 2,636 | 931 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | 0 | 0 | |
Fair value, measurements, recurring [Member] | Level 3 [Member] | |||
Assets [Abstract] | |||
Derivative contracts - assets | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities [Abstract] | |||
Derivative contracts - liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Attributable To Redeemable Noncontrolling Interests [Abstract] | |||
Redeemable noncontrolling interests | $ 737,747 | $ 607,636 |
Plan of Restructuring - Narrati
Plan of Restructuring - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017USD ($) | Sep. 24, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 24, 2016USD ($) | Dec. 31, 2016USD ($)positions | Dec. 26, 2015USD ($) | Nov. 06, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges, pre-tax | $ 0 | $ 5,370 | $ 0 | $ 29,811 | $ 45,891 | ||
November 2014 restructuring initiative [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated, Inception to Date | positions | 900 | ||||||
Restructuring and Related Cost, Number of Positions Eliminated, Inception to Date Percent | 4.00% | ||||||
Restructuring Charges, pre-tax | $ 0 | $ 29,800 | $ 45,891 | $ 34,900 | |||
November 2014 restructuring initiative [Member] | Minimum [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring And Related Cost Expected Percentage Of Workforce Eliminated | 2.00% | ||||||
November 2014 restructuring initiative [Member] | Maximum [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring And Related Cost Expected Percentage Of Workforce Eliminated | 3.00% |
Plan of Restructuring - Restruc
Plan of Restructuring - Restructuring Reserve Roll Forward by Expense and Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | $ 25,703 | $ 12,065 | $ 12,065 | ||
Provision | $ 0 | $ 5,370 | 0 | 29,811 | 45,891 |
Payments and other adjustments | (19,041) | (32,253) | |||
Restructuring Reserve, ending balance | 6,662 | 6,662 | 25,703 | ||
Healthcare Distribution [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 25,238 | 12,062 | 12,062 | ||
Provision | 0 | 44,082 | |||
Payments and other adjustments | (18,679) | (30,906) | |||
Restructuring Reserve, ending balance | 6,559 | 6,559 | 25,238 | ||
Technology [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 465 | 3 | 3 | ||
Provision | 0 | 1,809 | |||
Payments and other adjustments | (362) | (1,347) | |||
Restructuring Reserve, ending balance | 103 | 103 | 465 | ||
Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 22,354 | 9,103 | 9,103 | ||
Provision | 0 | 40,728 | |||
Payments and other adjustments | (17,282) | (27,477) | |||
Restructuring Reserve, ending balance | 5,072 | 5,072 | 22,354 | ||
Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 2,454 | 2,151 | 2,151 | ||
Provision | 0 | 3,587 | |||
Payments and other adjustments | (935) | (3,284) | |||
Restructuring Reserve, ending balance | 1,519 | 1,519 | 2,454 | ||
Other Restructuring [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, beginning balance | 895 | $ 811 | 811 | ||
Provision | 0 | 1,576 | |||
Payments and other adjustments | (824) | (1,492) | |||
Restructuring Reserve, ending balance | $ 71 | $ 71 | $ 895 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 156,914 | 161,791 | 157,386 | 162,600 |
Effect of dilutive securities: | ||||
Stock options, restricted stock and restricted stock units (in shares) | 1,357 | 1,919 | 1,480 | 2,035 |
Diluted (in shares) | 158,271 | 163,710 | 158,866 | 164,635 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | Jun. 25, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate (in hundredths) | 26.30% | 29.00% | |||
Unrecognized tax benefits | $ 102,300 | $ 102,300 | |||
Unrecognized tax benefits that would affect the effective tax rate if recognized | 75,600 | 75,600 | |||
Total interest | 12,900 | 12,900 | |||
Total penalties | 0 | $ 0 | |||
Other Information Pertaining to Income Taxes | The tax years subject to examination by major tax jurisdictions include the years 2012 and forward by the U.S. Internal Revenue Service (“IRS”), as well as the years 2008 and forward for certain states and certain foreign jurisdictions. We are currently under audit for the years 2012 and 2013. During the quarter ended December 31, 2016, we reached a settlement on a portion of the IRS audit of tax years 2012 and 2013. Additionally, during the quarter ended December 31, 2016 we filed a Mutual Agreement Procedure request with the IRS for assistance from the U.S. Competent Authority for an open transfer pricing matter. We received a 30-Day Letter from the IRS during the quarter ended April 1, 2017 for the remaining open audit matters for the years 2012 and 2013. We have filed a protest with the Appellate Division regarding these matters during the second quarter of 2017. We do not expect this to have a material adverse effect on our consolidated financial condition, liquidity or results of operations. | ||||
Income Tax Examination [Line Items] | |||||
Income Tax Expense (Benefit) | $ 59,340 | $ 56,601 | $ 156,276 | $ 159,099 | |
Accounting Standards Update 2016-09 [Member] | |||||
Income Tax Examination [Line Items] | |||||
Income Tax Expense (Benefit) | $ (19,500) | ||||
Internal Revenue Service (IRS) [Member] | Adjustments for New Accounting Pronouncement [Member] | |||||
Income Tax Examination [Line Items] | |||||
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority | $ (4,500) |
Derivatives and Hedging Activ49
Derivatives and Hedging Activities (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Maximum duration of foreign currency forward contracts | 18 months |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Pre-tax share-based compensation expense | $ 12.6 | $ 16.1 | $ 32 | $ 43.6 |
After-tax share-based compensation expense | 9 | $ 11.5 | 23.6 | $ 31 |
Total unrecognized compensation cost related to non-vested awards | $ 101.2 | $ 101.2 | ||
Weighted-average period of recognition for unrecognized compensation costs on nonvested awards (in years) | 2 years 2 months 12 days | |||
Time Based Restricted Stock Restricted Units [Member] | 2013 Stock Incentive Plan, as amended [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Time Based Restricted Stock Restricted Units [Member] | 2015 Non-Employee Director Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | |||
Performance Based Restricted Stock Restricted Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Period Over Which Earnings Per Share Performance Is Measured Against Specified Targets | 3 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Employee and director stock options [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 353 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (187) |
Forfeited (in shares) | shares | 0 |
Outstanding at end of period (in shares) | shares | 166 |
Ending balance, options exercisable (in shares) | shares | 166 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 28.59 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 27.63 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at end of period (in dollars per share) | $ / shares | 29.67 |
Ending balance, options exercisable (in dollars per share) | $ / shares | $ 29.67 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual life, options outstanding (in years) | 6 months |
Weighted average remaining contractual life, options exercisable (in years) | 6 months |
Stock option outstanding aggregate intrinsic value as of period end | $ | $ 8,705 |
Stock option exercisable aggregate intrinsic value as of period end | $ | $ 8,705 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Resticted Stock Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2017$ / 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 | 1,339 |
Granted (in shares) | shares | 295 |
Vested (in shares) | shares | (374) |
Forfeited (in shares) | shares | (22) |
Ending balance outstanding (in shares) | shares | 1,238 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance outstanding (in dollars per share) | $ 60.54 |
Granted (in dollars per share) | 85.58 |
Vested (in dollars per share) | 47.13 |
Forfeited (in dollars per share) | 74.63 |
Ending balance outstanding (in dollars per share) | 70.3 |
Intrinsic value (in dollars per share) | $ 81.99 |
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 | 1,849 |
Granted (in shares) | shares | 343 |
Vested (in shares) | shares | (850) |
Forfeited (in shares) | shares | (18) |
Ending balance outstanding (in shares) | shares | 1,324 |
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) | $ 54.05 |
Granted (in dollars per share) | 83.02 |
Vested (in dollars per share) | 54.88 |
Forfeited (in dollars per share) | 79.68 |
Ending balance outstanding (in dollars per share) | 62.38 |
Intrinsic value (in dollars per share) | $ 81.99 |
Supplemental Cash Flow Inform53
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||||
Interest | $ 33,640 | $ 21,187 | ||
Income taxes | 179,445 | 152,351 | ||
Unrealized gain (loss) from foreign currency hedging activities | $ 26 | $ (803) | $ (1,278) | $ 1,316 |
Business Acquisition, increased ownership, non-cash transaction | $ 16,800 |
Legal Proceedings (Details)
Legal Proceedings (Details) | Oct. 30, 2017 | Sep. 30, 2017 |
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Loss Contingency, Management's Assessment and Process | As of September 30, 2017, 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. | |
Class Action Complaints Against Patterson Companies, Inc., Benco Dental Supply Co. and Henry Schein, Inc. [Member] | ||
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Loss Contingency, Lawsuit Filing Date | January 2,016 | |
Loss Contingency, Name of Defendant | Patterson Companies, Inc. (“Patterson”), Benco Dental Supply Co. (“Benco”) and Henry Schein, Inc | |
Loss Contingency, Name of Plaintiff | class action complaints | |
Loss Contingency, Allegations | Each of these complaints allege, among other things, that defendants conspired to fix prices, allocate customers and foreclose competitors by boycotting manufacturers, state dental associations and others that deal with defendants’ competitors. | |
Archer and White Sales, Inc. v. collectively, the Danaher Defendants [Member] | ||
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Loss Contingency, Lawsuit Filing Date | August 31, 2012 | |
Loss Contingency, Name of Defendant | Henry Schein, Inc. as well as Danaher Corporation and its subsidiaries Instrumentarium Dental, Inc., Dental Equipment, LLC, Kavo Dental Technologies, LLC and Dental Imaging Technologies Corporation (collectively, the “Danaher Defendants”) | |
Loss Contingency, Name of Plaintiff | Archer and White Sales, Inc. | |
Loss Contingency, Allegations | Archer alleges a conspiracy between Henry Schein, Inc., an unnamed company and the Danaher Defendants to terminate or limit Archer’s distribution rights. | |
Archer filed amended complaint adding Patterson and Benco as Defendants [Member] | ||
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Loss Contingency, Lawsuit Filing Date | August 1, 2017 | |
Loss Contingency, Name of Defendant | Patterson Companies, Inc. (“Patterson”), Benco Dental Supply Co. (“Benco”) | |
Loss Contingency, Name of Plaintiff | Archer and White Sales, Inc. | |
Loss Contingency, Allegations | alleging that Henry Schein, Inc., Patterson, Benco and Burkhart conspired to fix prices and refused to compete with each other for sales of dental equipment to dental professionals and agreed to enlist their common suppliers, the Danaher Defendants, to join a price-fixing conspiracy and boycott by reducing the distribution territory of, and eventually terminating, their price-cutting competing distributor Archer. | |
Archer filed second amended complaint under seal [Member] | Subsequent Event [Member] | ||
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Loss Contingency, Lawsuit Filing Date | October 30, 2017 | |
Loss Contingency, Name of Defendant | Henry Schein, Inc. as well as Danaher Corporation and its subsidiaries Instrumentarium Dental, Inc., Dental Equipment, LLC, Kavo Dental Technologies, LLC and Dental Imaging Technologies Corporation (collectively, the “Danaher Defendants”), Patterson Companies, Inc. (“Patterson”), Benco Dental Supply Co. (“Benco”) | |
Loss Contingency, Name of Plaintiff | Archer and White Sales, Inc. | |
Loss Contingency, Allegations | additional allegations that it believes support its claims | |
IQ Dental Supply, Inc V. Henry Schein, Inc. Patterson Companies, Inc. [Member] | ||
Loss Contingency, Information about Litigation Matters [Abstract] | ||
Loss Contingency, Lawsuit Filing Date | August 17, 2017 | |
Loss Contingency, Name of Defendant | Henry Schein, Inc., Patterson Companies, Inc. and Benco Dental Supply Company | |
Loss Contingency, Name of Plaintiff | IQ Dental Supply, Inc. | |
Loss Contingency, Allegations | Plaintiff alleges that it is a distributor of dental supplies and equipment, and sells dental products through an online dental distribution platform operated by SourceOne Dental (“SourceOne”). |
Subsequent Events (Details)
Subsequent Events (Details) - D4D Technologies LLC [Member] - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2017 | Dec. 30, 2017 | |
Minimum [Member] | Scenario, Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Equity Method Investment, Realized loss on disposal | $ (17,000,000) | |
Equity Method Investment, realized loss on disposal, per diluted share | $ (0.1) | |
Maximum [Member] | Scenario, Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Equity Method Investment, Realized loss on disposal | $ (18,000,000) | |
Equity Method Investment, realized loss on disposal, per diluted share | $ (0.11) | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Equity Method Investment, Ownership Percentage, Sold | 21.40% |