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United States securities and exchange commission logo
September 26, 2023
Ronald South
Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747
Re: Henry Schein, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed February 21,
2023
File No. 000-27078
Dear Ronald South:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
ITEM 7. Managements Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations
2022 Compared to 2021, page 50
1. 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.
2. 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. For example, in your discussion of
global net sales, you
state that you estimate sales for the year ended December 31, 2022 of
Ronald South
Henry Schein, Inc.
September 26, 2023
Page 2
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.
3. 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. This comment applies here and to your Forms
10-Q. Refer to Item
303(b)(2) of Regulation S-K.
4. 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 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.
5. 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.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Amy Geddes at 202-551-3304 or Theresa Brillant at
202-551-3307 with
any questions.
FirstName LastNameRonald South Sincerely,
Comapany NameHenry Schein, Inc.
Division of
Corporation Finance
September 26, 2023 Page 2 Office of Trade
& Services
FirstName LastName