HSICHenry Schein

Please disclose significant segment expenses and other segment items pursuant to ASC 280-10-50-26A and 280-10-50-26B.

Reference is made to the comments of the staff of the Securities and Exchange Commission, with respect to the Form 10-K for the fiscal year ended December 28, 2024 of Henry Schein, Inc. (the “Company”), in your letter dated May 20, 2025 (the “Comment Letter”).

Per my telephone conversation with Patrick Kuhn on May 23, 2025, the Company’s request for an extension to June 18, 2025 to respond to the Comment Letter (which is an additional 10 business days beyond the original due date set forth in the Comment Letter) has been granted. Read in the reply ↗

We have reviewed your response to prior comment 1. When applying the guidance in ASC 280-10-50-26A, a public entity should evaluate for disclosure a segment expense that is easily computable from information that is regularly provided to the chief operating decision maker.

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As an example, it appears cost of sales and selling expenses can be calculated for each of your segments from the information presented on the income statements and pages 56 and 57 of your filing. In addition, the amount for other segment items is the difference between reported segment revenues less the segment expenses and reported segment profit or loss. Please tell us your consideration of the above. For guidance, refer to ASC 280-10-55-15A through 5515B.

We acknowledge the

Staff’s comment and respectfully advise the Staff that in future filings we will expand our disclosures to include segment cost of sales and segment operating expenses and we will explain the nature of the significant segment expenses within each category.

Henry Schein, Inc., 135 Duryea

Road, Melville, NY 11747

We acknowledge that Henry Schein, Inc.

and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the SEC staff. Read in the reply ↗

Refer to the column heading “Net Income/(Loss)” in your pay versus performance table. It appears that you have included net income less net income attributable to noncontrolling interests as reported in your audited financial statements in lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K.

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Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3. We note that you have included Adjusted EPS, a non-GAAP measure, as your Company-2. Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While Company- Selected Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S- K, you must disclose how the measure is calculated from your audited financial statements. We see in footnote 4 to the pay versus performance table your reference to disclosure in the Compensation Discussion and Analysis for each year’s proxy statement; however, we are only able to locate a discussion of non-GAAP diluted EPS with a list of adjustments thereto on page 26, and it is unclear whether this is meant to satisfy the requirements of Item 402(v) of Regulation S-K. In addition, it appears that you may have calculated your Company-Selected Measure differently for each year reported in the pay versus performance table. Specifically, we note your disclosure in footnote 4. The amount disclosed in the Company-Selected Measure column of the pay versus performance table for each covered fiscal year must be calculated using the Company-Selected Measure for the most recently completed fiscal year, and adjustments made to recurring items may not satisfy this requirement. Please ensure that your tabular and related data reflect this requirement. Please tell us and revise future disclosure to explain how your Company- Selected Measure is calculated from your audited financial statements. If this information appears in a different part of the definitive proxy statement, you may satisfy the requirement by a cross-reference to a specific page in the proxy statement where the Company-Selected Measure is specifically described; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement. 3. Refer to the reconciliation tables on page 51 to your pay versus performance table. It is unclear what amounts are reflected in the column titled “Total- Equity Addition/(Subtraction) to SCT Total.” For example, the amounts disclosed in such column in the reconciliation tables do not appear to reflect the deduction of amounts reported in your Summary Compensation Table pursuant to Item 402(c)(2)(v) and Item 402(c)(2)(vi) of Regulation S-K as set forth in the column titled “Less Equity Deduction from SCT Total” of your reconciliation tables. Please ensure that your table headings reflect the amounts used to calculate compensation actually paid. Refer to Item 402(v)(3) of Regulation S-K.

We confirm that in future filings our Definitive Proxy

Statement on Schedule 14A will include net income (loss), rather than net income (loss) attributable to Henry Schein, Inc., as reported in our audited GAAP financial statements, in column (h) of the pay versus performance table for all years covered by the table. Read in the reply ↗

We note that your response to prior comment 2 does not include the requested description of how your Company-Selected Measure, Adjusted EPS, is calculated from your audited financial statements. Please provide us with a description of how Adjusted EPS is calculated from your audited financial statements.

In our Definitive Proxy

Statement on Schedule 14A filed on April 10, 2024, our Company-Selected Measure was adjusted EPS used for purposes of determining annual cash incentive compensation under our Performance Incentive Plan, which is calculated consistently based on our GAAP EPS, but which then may be adjusted year-to-year as approved on an annual basis by the Company’s Compensation Committee in accordance with the terms of such plan and as described in the Compensation Discussion and Analysis of that Definitive Proxy Statement (page 26).

In response to the

Staff’s comments, as noted in

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our previous response, the Company has determined that in future filings of our Definitive Proxy Statement on Schedule 14A we will use as our Company-Selected Measure diluted EPS provided on a non-GAAP basis, which we disclose each quarter in our earnings press release. In calculating adjusted EPS for this purpose, the Company adjusts GAAP EPS for certain types of expenses or gains for the purpose stated in our earnings press releases. The specific adjustments to EPS are

Henry Schein, Inc., 135 Duryea Road, Melville, NY 11747 disclosed in an appendix to our earnings press release for each period. We confirm that in future filings of our Definitive Proxy Statement on Schedule 14A we will disclose that the Company is applying the same measure disclosed in our earnings press releases for purposes of our pay versus performance disclosure, and the Company will include sufficiently detailed disclosure of the types of adjustments that have been made to GAAP EPS for the periods in question, which information is also available in our earnings press releases. In the event that our approach to calculating non-GAAP EPS for purposes of our earnings press releases changes in the most current fiscal year presented in the disclosure, we will update the results presented for the earlier years so that they are calculated in a consistent manner and explain the update in a footnote to the table.

We acknowledge that Henry Schein, Inc. and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the SEC staff.

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We note your tabular presentation for net sales and operating expenses breaks out the broad sources of changes, by segment, between foreign and local currency changes, and that this table is presented in percentages instead of actual dollars. Please consider also presenting this table in actual dollars, for clarity.

The Company respectfully acknowledges the Staff’s comment. The Company determined that it would be meaningful to the readers to understand the various components driving changes in net sales, including impact of foreign exchange, acquisitions and local internal growth. As such, the Company added the tabular presentation of such components to the MD&A section in the 2022 Form 10-K. The

Company believes a presentation highlighting the percentage impact of various components provides a more meaningful insight into the trends in sales versus actual dollar data.

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In addition to this percentage presentation, the Company also notes that it provides a narrative of significant individual items impacting net sales and quantifies their impact, when practicable as a percentage change and/or in actual dollars. For example, in recent periods the Company included details of sales of personal protection equipment (PPE) and COVID-19 test kits which materially impacted results after the start of the

COVID-19 pandemic. The Company draws the Staff’s attention to the response in comment 2 below in regard to additional disclosure that the Company will incorporate in future filings. Please note that the

Company provides tabular presentation of changes in operating expenses in dollars because the Company believes it is more insightful to the readers.

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We note your narrative discussions of comparative results often mix dollar values and percentages, and that some of the percentages presented are based on the total change, while others are based on the change in the item cited.

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For example, in your discussion of global net sales, you state that you estimate sales for the year ended December 31, 2022 of PPE products and COVID-19 test kits were approximately $1,245 million, an estimated decrease of 34.7% versus the prior year. Please revise this type of disclosure to state the actual amount of the decrease as well as the percentage impact on the actual line item, for clarity. Refer to Item 303(b)(2) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company will revise future filings, commencing with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, to provide additional information regarding sales of PPE products and COVID-19 test kits (or other relevant product category information) for the periods when their fluctuations materially impact the Company’s income from operations.

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The illustrative example of our future discussion is as follows: “The estimated increase in internally generated local currency sales, excluding PPE products and COVID-19 test kits, was XX.X%. We estimate that sales of PPE products and COVID-19 test kits were approximately $XXX million and $XXX for the years ended December 31, 202X and 202Y, respectively, representing an estimated decrease/ increase of $XXX or XX.X% versus the prior year, with the $XXX net decrease/increase year-over-year representing XX.X% of 202Y net sales.”

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Please revise your narrative discussion to include the facts and circumstances leading to local internal growth. Your current discussion states the percentage change in local internal growth, but does not include an explanation of the facts and circumstances causing this change. To the extent there are multiple sources causing this change, please quantify each source.

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This comment applies here and to your Forms 10-Q. Refer to Item 303(b)(2) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. The Company is aware of its responsibility to address factors materially impacting local internal growth, and directs the Staff’s attention to the discussion regarding sales of PPE products and COVID-19 test kits, which materially impacted local internal growth after the start of the COVID-19 pandemic.

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As noted above, the Company will in future filings, commencing with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, consider any additional information that may be material or otherwise substantially helpful to an understanding of sales of PPE products and COVID-19 test kits if their fluctuations continue to materially impact the Company’s income from operations. The Company notes the Staff’s comment and in future filings will include additional commentary that could be material or otherwise substantially helpful to an understanding of the Company’s results of operations and, in each case when practicable, indicate the extent to which sales were affected.

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We note that in lieu of providing a comparative discussion of cost of sales, you have provided a discussion of gross margin. In this discussion, you state that within the health care distribution segment, gross profit margins may vary from one period to the next, and that changes in the mix of products sold as well as changes in your customer mix have been the most significant drivers affecting your gross profit

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margin. It appears that the provision of a comparative discussion of cost of sales in similar format to net sales may be material to an understanding of your results of operations. Please revise accordingly, or tell us why such a revision is unnecessary. Refer to Items 303(b)(2) and 303(c)(2) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. The Company provides a quantitative disclosure of the gross profit dollars and gross margin percentages over comparative periods, and a qualitative discussion of changes in the gross profit margin by segment. The more significant drivers affecting cost of sales are typically covered when the Company discusses trends in gross profit, and such discussion inherently includes events that cause material changes in the relationship between net sales and cost of sales.

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As such, the Company believes a separate discussion of cost of sales is unnecessary and would be repetitive to the reader.

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We note your discussion of gross margin combines dental and medical in one line item, Health Care Distribution. For clarity and consistency, please consider revising your presentation to include tabular presentations similar to net sales.

The Company respectfully acknowledges the Staff’s comment. While the Company provides the details of Dental and Medical sales, these two operating segments within the Health Care Distribution reportable segment have an overlap in common SKUs and a largely shared operating infrastructure. As such the Company believes that the combined gross margin discussion reflects material trends in the Health Care Distribution reportable segment, and further disaggregation of gross profit is not materially helpful to an understanding of the Company’s results.

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In future filings, commencing with the Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, the Company will consider enhancing its disclosures to provide additional discussion of factors that impact gross margin, such as trends in product categories, and changes in customer mix including large group practices and office-based practitioners, to the extent such factors could be material or substantially helpful to an investor’s understanding of changes in the Company’s results.

We acknowledge that Henry Schein, Inc. and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the SEC staff.

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We note from your first quarter earnings call on May 3, 2022 that the company experienced some price inflation. Please expand your discussion to identify the principal factors contributing to the inflationary pressures the company has experienced and clarify the resulting impact, if material, to the company.

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Also, please update your disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures. Refer to Item 303(b)(2) of Regulation S-K.

Reference is made to the comments of the staff of the Securities and Exchange Commission, with respect to the Form 10-K for the fiscal year ended December 25, 2021 of Henry Schein, Inc. (the “Company”), in your letter dated June 23, 2022 (the “Comment Letter”).

The Company hereby requests an extension to July 22, 2022 to respond to the Comment Letter (which is an additional 10 business days beyond the original due date set forth in the Comment Letter). Read in the reply ↗

In regard to the gross profit of your health care distribution segment, you disclose here and page 67 the decline in gross profit was due to the decrease in the gross margin rates. Please provide an analysis of the specific factors that impacted the gross margin rates. Refer to Section III.B.4 of SEC Release No. 33-8350 for guidance.

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To the extent appropriate and material, include the impact on the rates of underlying factors associated with cost of sales.

On each of pages 63 and 67 we reported increases in gross profit for each of the 2019 and 2018 fiscal periods. The gross margin rate of our health care distribution segment in 2019 was 28.94% versus 29.18% in 2018, representing a decrease of 24 basis points in 2019, and 29.50% in 2017, representing a decrease of 32 basis points in 2018. We concluded these decreases in gross profit margin did not represent a known trend or uncertainty that have had or that we reasonably expect will have a material impact on gross margin rates.

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Furthermore, our internal analysis of the underlying business groups within the health care distribution segment did not identify any specific factor material to the decrease in the gross margin rates. We will continue to assess changes in our gross margin rates and provide discussion and analysis explaining the significant underlying drivers of any material changes.

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Please provide a more robust analysis of the nearly 82% increase in net cash provided by operating activities in 2019 compared to 2018. Address the significant drivers underlying the items cited and how they impacted operating cash. For example, it appears from the statement of cash flows that each item of working capital varied materially between 2019 and 2018.

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Please note that merely stating "decreases in working capital requirements" may not provide a sufficient basis to understand how operating cash actually was affected between periods. Refer to section IV.B.1 of SEC Release No. 33-8350 for guidance. Quantify variance factors cited pursuant to section 501.04 of the staff’s Codification of Financial Reporting Releases for guidance.

We experienced a material increase in net cash provided by operating activities in 2019 as compared to 2018 largely due to changes in the components of our working capital in 2019 versus such changes in 2018. A summary of the $188.2 million net increase in 2019 operating cash flow from working capital by component is as follows:

(in USD thousands)

2019

2018

Inc (Dec)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

($

72,689

)

127,201

$

54,512

Inventories

14,702

(41,042

55,744

Other current assets

(57,291

(165,645

108,354

Accounts

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payable and accrued expenses

160,851

191,225

(30,374

45,573

142,663

188,236

Principal drivers contributing to this increase included the following:

•

Changes in accounts receivable contributed $54.5 million additional operating cash flow in 2019 versus 2018.

The company’s accounts receivable days sales outstanding increased 0.7 days in 2019 versus an increase of 1.1 days in 2018, resulting in lower requirements of cash.

Changes in inventories contributed $55.7 million additional operating cash flow in 2019 versus 2018. The company had a global initiative to reduce inventory levels in 2019 resulting in an increase in inventory turns of 5.0 in 2019 versus 4.5 in 2018.

Changes in other current assets contributed $108.4 million additional operating cash flow in 2019 versus

2018. The increase was driven by a $146.5 million change in prepaid taxes primarily due to payments related to the Tax Act in 2018, offset by increases in a variety of other miscellaneous items, none of which were individually material.

Changes in accounts payable and accrued expenses contributed $30.4 million less to operating cash flow in

2019 versus 2018. Litigation payments of $38.5 million were made in 2019 that had been accrued in 2018, thereby reducing growth in 2019 operating cash flow by $77.0 million. Timing of payments related to restructuring costs decreased cash flow in 2019 versus 2018 by $45.2 million. Partially offsetting these items, there was an increase in operating cash flow due to a $69 million tax liability recorded in 2019 related to the gain on the sale of our equity investment in Hu-Friedy Mfg. Co., LLC that will be paid in 2020. Operating cash flow in each period was also affected by other changes in accounts payable and accrued expenses, none of which were individually material.

We confirm that in our future filings beginning with our Form 10-Q for the fiscal quarter ending June 27, 2020, we will address the significant underlying drivers impacting material changes in operating cash flows.

We acknowledge that Henry Schein, Inc. and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the SEC staff.

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We reviewed your response dated April 21, 2016, which discusses additional factors you considered in determining your dental, animal health and medical operating segments are economically similar. For each period provided in your last response, please provide us with each operating segment’s operating income as a percentage of sales, adjusted for only amortization and direct acquisition charges.

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Please include the operating results of your acquisitions in each segment’s operating income as a percentage of sales. For each period presented, please also separately tell us, by operating segment, the portion of the adjustment that relates to (a) amortization and (b) direct acquisition charges.

With respect to your request that we provide you each operating segment’s operating income as a percentage of sales, adjusted only for amortization and direct acquisition charges, we refer you to Exhibit A-1 and Exhibit A-2 for the requested information and related commentary.

We are supplementally providing Exhibit A-1 and Exhibit A-2 to you pursuant to the procedures set forth in 17 C.F.R. §200.83 and Rule 12b-4 under the

Securities Exchange Act of 1934, as amended.

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Exhibit A-1 and Exhibit A-2 and the information contained therein, are nonpublic and confidential and remain the property of Henry Schein, Inc. (the “Company”). We hereby request that

Exhibit A-1 and Exhibit A-2, and all copies thereof, be returned to the undersigned promptly following completion of your review.

We believe the economic similarities of the data included in Exhibit A-1 and Exhibit A-2, as well as the similarities of the operating segments’ operating characteristics, support the aggregation of such segments as one reportable segment. These characteristics are consistent with the aggregation criteria in ASC 280-10-50-11. Given these similarities, users of our financial statements are able to understand the performance of our health care distribution segment, assess its prospects for future net cash flows and make informed judgments about our Company as a whole.

Finally, we acknowledge our understanding that:

•

Henry Schein, Inc. is responsible for the adequacy and accuracy of its disclosures in its filings;

SEC staff comments or changes to disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Henry Schein, Inc. may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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