Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 0-27078

HENRY SCHEIN, INC.

(Exact name of registrant as specified in its charter)

Delaware11-3136595
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)

135 Duryea Road

Melville, New York

(Address of principal executive offices)

11747

(Zip Code)

**(**631) 843-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareHSICThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐No ☒

As of October 25, 2021, there were 138,674,412 shares of the registrant’s common stock outstanding.

HENRY SCHEIN, INC.

INDEX

PART I. FINANCIAL INFORMATION
Page
ITEM 1.Consolidated Financial Statements:
Balance Sheets as of September 25, 2021 and December 26, 20203
Statements of Income for the three and nine months ended
September 25, 2021 and September 26, 20204
Statements of Comprehensive Income for the three and nine months ended
September 25, 2021 and September 26, 20205
Statement of Changes in Stockholders' Equity for the three months ended
September 25, 2021 and September 26, 20206
Statement of Changes in Stockholders' Equity for the nine months ended
September 25, 2021 and September 26, 20207
Statements of Cash Flows for the nine months ended
September 25, 2021 and September 26, 20208
Notes to Consolidated Financial Statements9
Note 1 – Basis of Presentation9
Note 2 – Critical Accounting Policies, Accounting Pronouncements Adopted
and Recently Issued Accounting Standards10
Note 3 – Revenue from Contracts with Customers11
Note 4 – Segment Data12
Note 5 – Debt13
Note 6 – Leases16
Note 7 – Redeemable Noncontrolling Interests18
Note 8 – Comprehensive Income18
Note 9 – Fair Value Measurements20
Note 10 – Business Acquisitions22
Note 11 – Plans of Restructuring23
Note 12 – Earnings Per Share24
Note 13 – Income Taxes25
Note 14 – Derivatives and Hedging Activities26
Note 15 – Stock-Based Compensation27
Note 16 – Supplemental Cash Flow Information29
Note 17 – Legal Proceedings30
Note 18 – Related Party Transactions32
ITEM 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations33
ITEM 3.Quantitative and Qualitative Disclosures About Market Risk53
ITEM 4.Controls and Procedures54
PART II. OTHER INFORMATION
ITEM 1.Legal Proceedings55
ITEM 1A.Risk Factors55
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds55
ITEM 6.Exhibits56
Signature57

PART I. FINANCIAL INFORMATION

Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS