SecProbe.io

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 July 8, 2025

Ronald South
Senior Vice President, Chief Financial Officer
Henry Schein Inc.
135 Duryea Road
Melville NY 11747

 Re: Henry Schein Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 File No. 000-27078
Dear Ronald South:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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</DOCUMENT>

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 July 2, 2025 United
States Securities and Exchange Commission Division of Corporation Finance
 Office of Trade & Services 100 F Street N.E.
 Washington, D.C. 20549

 Re:
 Henry Schein, Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 File No. 000-27078
 Ladies and Gentlemen: We acknowledge receipt of your letter
from the Division of Corporation Finance Office of Trade & Services dated June 24, 2025 regarding the above referenced filing. Please see
our following response to the comment in your letter. Form 10-K for Fiscal Year Ended December 28, 2024
 Notes to Consolidated Financial Statements
 Note 4 - Segment and Geographic Data, page 93

 1.
 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. 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 55-15B.
 Response: 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.
 If you have any questions or comments regarding this response, please contact me at ronald.south@henryschein.com.
 Sincerely, /s/ Ronald South
 Ronald South Senior Vice President
 and Chief Financial Officer
 2

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 June 24, 2025

Ronald South
Senior Vice President, Chief Financial Officer
Henry Schein Inc.
135 Duryea Road
Melville NY 11747

 Re: Henry Schein Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 Response dated June 9, 2025
 File No. 000-27078
Dear Ronald South:

 We have reviewed your June 9, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 20,
2025 letter.

Form 10-K for Fiscal Year Ended December 28, 2024
Notes to Consolidated Financial Statements
Note 4 - Segment and Geographic Data, page 93

1. 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. 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 55-
 15B.
 June 24, 2025
Page 2

 Please contact Patrick Kuhn at 202-551-3308 or Stephen Kim at
202-551-3291 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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 June 9, 2025 United
States Securities and Exchange Commission Division of Corporation Finance
 Office of Trade & Services 100 F Street N.E.
 Washington, D.C. 20549

 Re:
 Henry Schein, Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 File No. 000-27078
 Ladies and Gentlemen: We acknowledge receipt of your letter
from the Division of Corporation Finance Office of Trade & Services dated May 20, 2025 regarding the above referenced filing. Please see
our following response to the comment in your letter. Form 10-K for Fiscal Year Ended December 28, 2024
 Notes to Consolidated Financial Statements
 Note 4 - Segment and Geographic Data, page 93

 1.
 Please disclose significant segment expenses and other segment items pursuant to ASC 280-10-50-26A and
 280-10-50-26B.
 Response: We acknowledge the
Staff’s comment and respectfully advise the Staff that our chief operating decision maker uses segment operating income as the profitability metric for purposes of making decisions about allocation of resources to each segment and assessing
performance of each segment. Our chief operating decision maker is not regularly provided disaggregated expense information for each of the reportable segments. In future filings, we will expand our disclosures to include the total amount of
segment expenses and explain the nature of the significant segment expenses. 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.

 Henry Schein, Inc., 135 Duryea Road, Melville, NY
11747

 If you have any questions or comments regarding this response, please contact me at
ronald.south@henryschein.com.

 Sincerely,

 /s/ Ronald South

 Ronald South

 Senior Vice President and Chief Financial
Officer

 2

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 May 23, 2025 VIA
ELECTRONIC TRANSMISSION Patrick Kuhn Stephen Kim
 Division of Corporation Finance Office of Trade &
Services United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-1004

 Re:
 Henry Schein, Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 File No. 000-27078
 Dear Mr. Kuhn and Mr. Kim: 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.
 Please contact me at (631) 944-0430 should you have any questions.

 Very truly yours,

 HENRY SCHEIN, INC.

 By:

 /s/ Jennifer Ferrero

 Name:

 Jennifer Ferrero

 Title:

 Vice President, Senior Counsel & Corporate Secretary

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<TEXT>
 May 20, 2025

Ronald South
Senior Vice President, Chief Financial Officer
Henry Schein Inc.
135 Duryea Road
Melville NY 11747

 Re: Henry Schein Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 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 comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 28, 2024
Notes to Consolidated Financial Statements
Note 4 - Segment and Geographic Data, page 93

1. Please disclose significant segment expenses and other segment items
pursuant to
 ASC 280-10-50-26A and 280-10-50-26B.
 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.
 May 20, 2025
Page 2

 Please contact Patrick Kuhn at 202-551-3308 or Stephen Kim at
202-551-3291 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
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October 8, 2024
Stanley Bergman
Chairman and Chief Executive Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747
Re:Henry Schein, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 10, 2024
File No. 000-27078
Dear Stanley Bergman:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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 October 7, 2024

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Disclosure Review Program

 100 F Street N.E.

Washington, D.C. 20549

Re:
 Henry Schein, Inc.

Definitive Proxy Statement on Schedule 14A

Response dated September 10, 2024

File No. 000-27078

Ladies and Gentlemen:

 We acknowledge receipt of your letter
from the Division of Corporation Finance Disclosure Review Program dated September 27, 2024 regarding the above referenced filing.

 Please see our
following response to the comment in your letter.

 Response letter submitted September 10, 2024

Pay Versus Performance, page 50

1.
 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.

Response:

 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 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.

 If you have any questions or comments regarding this response, please contact me at (631) 662-1767 or kelly.murphy@henryschein.com.

 Sincerely,

/s/ Kelly Murphy

 Kelly Murphy

Senior Vice President and General Counsel

 2

September 27, 2024
Stanley Bergman
Chairman and Chief Executive Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747
Re:Henry Schein, Inc.
Definitive Proxy Statement on Schedule 14A
Response dated September 10, 2024
File No. 000-27078
Dear Stanley Bergman:
            We have reviewed your September 10, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 30, 2024 letter.
Response letter submitted September 10, 2024
Pay Versus Performance, page 50
1.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.

September 27, 2024
Page 2
            Please contact Laura Nicholson at 202-551-3584 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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 September 10, 2024

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Disclosure Review Program

 100 F Street
N.E.

 Washington, D.C. 20549

Re:
 Henry Schein, Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 10, 2024

File No. 000-27078

Ladies and Gentlemen:

 We acknowledge receipt of your letter
from the Division of Corporation Finance Disclosure Review Program dated August 30, 2024 regarding the above referenced filing.

 Please see our
following response to the comments in your letter.

 Definitive Proxy Statement on Schedule 14A

Pay Versus Performance, page 50

1.
 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. 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.

 Response: 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.

Henry Schein, Inc., 135 Duryea Road, Melville, NY 11747

2.
 We note that you have included Adjusted EPS, a non-GAAP measure, as
your Company-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.

Response: We confirm that in future filings our Definitive Proxy Statement on Schedule 14A will (i) include disclosure that the Company is using non-GAAP diluted EPS as its Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K and disclose with sufficient detail and clarity how such measure is
calculated from our audited financial statements, and (ii) ensure that the amount disclosed in the Company-Selected Measure column of our pay versus performance table for each covered fiscal year will be calculated using the Company-Selected
Measure as that used for the most recently completed fiscal year.

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.

Response: The column titled “Total-Equity Addition/(Subtraction) to SCT Total” in the reconciliation tables on page 51 to the pay versus
performance table represents a subtotal of the immediately preceding three columns. We confirm that we will not include this heading in the reconciliation tables to our pay versus performance table in future filings of our Definitive Proxy Statement
on Schedule 14A, and that the table headings will reflect with sufficient clarity the amounts used to calculate compensation actually paid.

 2

 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.

 If you have any questions or comments regarding this
response, please contact me at (631) 662-1767 or kelly.murphy@henryschein.com.

 Sincerely,

/s/ Kelly Murphy            

Kelly Murphy

 Senior Vice President and General Counsel

 3

August 30, 2024
Stanley Bergman
Chairman and Chief Executive Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747
Re:Henry Schein, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 10, 2024
File No. 000-27078
Dear Stanley Bergman:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 50
1.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. 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.

August 30, 2024
Page 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 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.
            Please contact Laura Nicholson at 202-551-3584 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
November 6, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 October 25, 2023

VIA ELECTRONIC TRANSMISSION

 Amy Geddes

Theresa Brillant

 Division of Corporation Finance

Office of Trade & Services

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-1004

Re:
 Henry Schein, Inc.

Form 10-K for Fiscal Year Ended December 31, 2022

Filed February 21, 2023

File No. 000-27078

Dear Mses. Geddes and Brillant:

 We acknowledge receipt of your
letter dated September 26, 2023, regarding the above referenced filing.

 Please see our following responses to the comments in your letter.

Form 10-K for Fiscal Year Ended December 31, 2022

ITEM 7. Management’s 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.

Response: 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

 1

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. 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.

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 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.

Response: 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. 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.”

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.

 2

 Response: 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. 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.

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.

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

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.

Response: 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. 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.

 3

 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.

 If you have any questions or comments regarding this
response, please contact me at ronald.south@henryschein.com.

 Sincerely,

/s/ Ronald South

 Ronald South

Senior Vice President and Chief Financial Officer

 4

CORRESP
1
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CORRESP

 GENERAL BUSINESS: 1-631-843-5500

 FAX: 1 -631 -843-5680

www.henryschein.com

 September 28, 2023

VIA ELECTRONIC TRANSMISSION

 Amy Geddes

Theresa Brillant

 Division of Corporation Finance

Office of Trade & Services

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-1004

Re:   Henry Schein, Inc.

Form 10-K for Fiscal Year Ended December 31, 2022

Filed February 21, 2023

File No. 000-27078

Dear Ms. Geddes and Ms. Brillant:

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 31, 2022 of Henry Schein, Inc. (the “Company”), in your letter dated September 26, 2023 (the “Comment Letter”).

The Company hereby requests an extension to October 25, 2023 to respond to the Comment Letter (which is an additional 10 business days
beyond the original due date set forth in the Comment Letter).

 Please contact me at (631)
944-0430 should you have any questions.

Very truly yours,

HENRY SCHEIN, INC.

By:

/s/ Jennifer Ferrero

Name: Jennifer Ferrero

 Title:   Vice President, Senior Counsel & Corporate
Secretary

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

 FirstName LastNameRonald South
 Comapany NameHenry Schein, Inc.
 September 26, 2023 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
July 27, 2022
Ronald South
Senior Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747
Re:Henry Schein, Inc.
Form 10-K for the Fiscal Year Ended December 25, 2021
Filed February 15, 2022
File No. 000-27078
Dear Mr. South:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 July 8, 2022

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street N.E.

 Washington, D.C. 20549

 Re: Henry Schein,
Inc.

 Form 10-K for the Fiscal Year Ended December 25, 2021

Filed February 15, 2022

 File No. 000-27078

 Ladies and Gentlemen:

We acknowledge receipt of your letter from Robert Shapiro and Lyn Shenk dated June 23, 2022 regarding the above referenced filing.

Please see our following response to the comment in your letter.

Form 10-K for the Fiscal Year Ended December 25, 2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42

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. 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.

 In connection with its annual
report on Form 10-K for the fiscal year ended December 25, 2021, the Company considered any disclosure that may be required in its MD&A, including under Item 303(b) of Regulation S-K, relating to the material impact of inflation on its results of operations or to any reasonably likely future material impact. The Company determined that no disclosure related to the impact of inflation was
required nor would be material to an understanding of the Company’s results of operations. The Company reached the same conclusion in preparing and filing its quarterly report on Form 10-Q for its first
fiscal quarter of this year. The Company addressed inflation on its May 3, 2022 earnings call to respond to anticipated questions regarding the impact of inflation on the Company, and to signal that inflation did not have a material
impact on the Company’s reported results of operations. The Company believes that inclusion of a more detailed discussion of inflation-related details at this point in time does not meet the disclosure standards set forth in Item 303 and would
be potentially confusing to investors. The

 Henry Schein, Inc., 135 Duryea Road,
Melville, NY 11747

 Company will continue to monitor the potential impact of inflation on its business and results of operations
and make any appropriate disclosures in future reports.

 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.

 If you have any questions or comments
regarding this response, please contact me at (631) 845-2802 or Ronald.South@henryschein.com.

 Sincerely,

 /s/ Ronald N. South

 Ronald N. South

Senior Vice President

 and Chief Financial Officer

 2

CORRESP
1
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 GENERAL BUSINESS: 1-631-843-5500

 FAX: 1-631-843-5680

 www.henryschein.com

 June 27, 2022

 VIA
ELECTRONIC TRANSMISSION

 Robert Shapiro

 Lyn Shenk

 Division of Corporation Finance

 Office of Trade &
Services

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-1004

Re:
 Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 25, 2021

Filed February 15, 2022

File No. 0-27078

Dear Mr. Shapiro and Ms. Shenk:

 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).

Please contact me at (631) 944-0430 should you have any questions.

Very truly yours,

HENRY SCHEIN, INC.

By:

 /s/ Jennifer Ferrero

Name:

Jennifer Ferrero

Title:

Vice President, Senior Counsel, Corporate & Deputy Secretary

United States securities and exchange commission logo
June 23, 2022
Ronald South
Senior Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747
Re:Henry Schein, Inc.
Form 10-K for the Fiscal Year Ended December 25, 2021
Filed February 15, 2022
File No. 000-27078
Dear Mr. South:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 25, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
42
1.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.  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.

 FirstName LastNameRonald South
 Comapany NameHenry Schein, Inc.
 June 23, 2022 Page 2
 FirstName LastName
Ronald South
Henry Schein, Inc.
June 23, 2022
Page 2
            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 Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 28, 2020
Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville , NY 11747
Re:Henry Schein, Inc.
Form 10-K for the Year Ended December 28, 2019
Filed February 20, 2020
File No. 000-27078
Dear Mr. Paladino:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 GENERAL BUSINESS: 1-631-843-5500

 FAX: 1-631-843-5680

 www.henryschein.com

 May 20, 2020

 Patrick Kuhn

 Doug Jones

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade &
Services

 100 F Street N.E.

 Washington, D.C. 20549

Re:
 Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 28, 2019

Filed February 20, 2020

File No. 000-27078

Dear Sirs:

 We acknowledge receipt of your letter dated
May 1, 2020 regarding the above referenced filing.

 Please see our following response to the comments in your letter.

Form 10-K for the Year Ended December 28, 2019

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 2019 Compared to 2018

Gross Profit, page 63

1.
 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. 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. 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.

 1

 Liquidity and Capital Resources, page 69

2.
 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. 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 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.

 2

 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.

 If you have any questions or comments regarding this response, please contact me at (631) 843-5915 or Steven.Paladino@henryschein.com.

Sincerely,

 /s/ Steven Paladino

 Steven Paladino

 Executive Vice President

and Chief Financial Officer

 3

CORRESP
1
filename1.htm

CORRESP

 GENERAL BUSINESS: 1-631-843-5500

 FAX: 1-631-843-5680

 www.henryschein.com

 May 5, 2020

 VIA
ELECTRONIC TRANSMISSION

 Patrick Kuhn

 Doug Jones

 Division of Corporation Finance

 Office of Trade &
Services

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-1004

Re:
 Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 28, 2019

Filed February 20, 2020

File No. 0-27078

Dear Messrs. Kuhn and Jones:

 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, 2019 of Henry Schein, Inc. (the “Company”), in your
letter dated May 1, 2020 (the “Comment Letter”).

 Per my telephone conversation with Patrick Kuhn on May 4, 2020, the
Company’s request for an extension to June 1, 2020 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.

Please contact me at (631) 944-0430 should you have any questions.

Very truly yours,

HENRY SCHEIN, INC.

By:

 /s/ Jennifer Ferrero

Name:

Jennifer Ferrero

Title:

Vice President and Senior Counsel, Corporate

United States securities and exchange commission logo
May 1, 2020
Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville , NY 11747
Re:Henry Schein, Inc.
Form 10-K for the Year Ended December 28, 2019
Filed February 20, 2020
File No. 000-27078
Dear Mr. Paladino:
            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 the Year Ended December 28, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
2019 Compared to 2018
Gross Profit, page 63
1.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.  To the extent
appropriate and material, include the impact on the rates of underlying factors associated
with cost of sales.

 FirstName LastNameSteven Paladino
 Comapany NameHenry Schein, Inc.
 May 1, 2020 Page 2
 FirstName LastName
Steven Paladino
Henry Schein, Inc.
May 1, 2020
Page 2
Liquidity and Capital Resources, page 69
2.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.  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.
            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 Patrick Kuhn at (202) 551-3308 or Doug Jones at (202) 551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
May 25, 2016

Via E -mail
Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747

Henry Schein, Inc.
 Form 10-K for the Fiscal Year Ended December 26, 2015
Filed February 10, 2016
File No. 0 -27078

Dear Mr. Paladino:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 May 12, 2016

Mr. Rufus Decker

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2015

Filed February 10, 2016

 File No. 0-27078

Dear Mr. Decker:

 We acknowledge receipt of your letter
dated April 29, 2016 with reference to our April 21, 2016 response to your comment letter regarding your review of the above referenced filing.

Please see our following response to the comment in your letter.

Form 10-K for the Fiscal Year Ended December 26, 2015

Consolidated Financial Statements

 Note 15.
Segment and Geographic Data, page 96

1.
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. 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. 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.

 1

 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.

If you have any questions or comments regarding this response, please contact me at 631.843.5915.

Sincerely,

 /s/ Steven Paladino

Steven Paladino

 Executive Vice President and

Chief Financial Officer

 2

 Exhibit A-1

Supplementally provided to the Staff pursuant to the procedures set forth in 17 C.F.R. § 200.83.

 A-1-1

 Exhibit A-2

Supplementally provided to the Staff pursuant to the procedures set forth in 17 C.F.R. § 200.83.

 A-2-1

Mail Stop 3561
April 29, 2016

Via E -mail
Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein , Inc.
135 Duryea Road
Melville , NY 11747

Re: Henry Schein, Inc.
 Form 10-K for the Fis cal Year Ended December 26, 2015
Response dated April 21, 2016
File No. 0 -27078

Dear Mr. Paladino :

We have reviewed  your April 21, 2016 response to our comment letter and have the
following comment.  In our comment , we may ask  you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 26, 2015

Consolidated Financial Sta tements
Note 15. Segment and Geographic Data, page 96

1. 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.   Please include the operating results of
your acquisitio ns 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.

Steven Paladino
Henry Schein, Inc.
April 29 , 2016
Page 2

 You may contact Linda Cvrkel  at (202) 551-3813  or me at (202) 551-3769  with any
questions.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

CORRESPONDENCE

 April 21, 2016

 Mr. Rufus
Decker

 United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street N.E.

Washington, D.C. 20549

 Re: Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2015

Filed February 10, 2016

 File No. 0-27078

Dear Mr. Decker:

 This correspondence serves as a supplemental
response to our communication to you dated March 24, 2016 (the “March 24 Letter”) and to the teleconference we had with the SEC Staff on April 7, 2016 (the “April 7 Call”). As we have previously stated, we believe it is
appropriate to aggregate our dental, animal health, and medical operating segments (“operating segments”) into the healthcare distribution reportable segment because (1) they exhibit similar long-term financial performance and have similar
economic characteristics, (2) the operating segments have similar operating characteristics as defined by ASC 280-10-50-11, and (3) aggregation is consistent with the objective and basic principles of ASC 280-10-50.

SUPPLEMENTAL ANALYSIS OF THE OPERATING SEGMENTS’ OPERATING MARGINS

During the April 7 Call, we reiterated our position as described in the March 24 Letter that operating margins are the best indicators for assessing
the similarity of the Company’s economic characteristics when evaluating the aggregation criteria prescribed by ASC 280-10-50-11. We believe that the operating margins of our operating segments, all of which are consistently in the mid-to-high
single-digit range, have been historically similar and will continue to be similar in the long term. Furthermore, we believe it is reasonable to expect that the operating margins of the operating segments, which are already similar, will converge
even more closely in the long term. Given the similar operating characteristics of the operating segments, we have concluded that users of our financial statements are able to understand the performance of our healthcare distribution segment, assess
its prospects for future net cash flows and make informed judgments about the Company as a whole.

 The Staff requested during the April 7 Call that
we provide additional information supporting our assertion that the timing of acquisitions contributes to the variances in operating margins within the operating segments. These variances have been particularly pronounced in the animal health
operating segment where there has been greater growth from acquisitions in the last five years than in the dental and medical operating segments, resulting in significant transaction and integration costs. Additionally, amortization expenses
have increased significantly in the animal health operating segment due to the recognition of the intangible assets associated with the newly acquired businesses. As a result,

 1

amortization expense in the animal health operating segment was 1.26% of its sales in 2015 versus 0.79% in the dental operating segment and 0.34% in the medical operating segment. To illustrate
the effects of acquisitions and amortization expense on the operating margin of the operating segments, we re-calculated the operating margins of the operating segments by excluding the effects of recently acquired businesses and by excluding all
amortization expenses. We believe the adjusted operating margins resulting from the exclusion of recently acquired businesses provides a normalized view of the historical results and is representative of the future prospects of the operating
segments. Typically, newly acquired businesses have lower operating margins that over time begin to improve as we achieve cost synergies, introduce new product lines, increase private label sales, and implement other operating margin
improvement initiatives. Additionally, acquisitions contribute to a disproportionate amount of amortization expense among the operating segments that may vary in significance depending on the timing and size of the acquisitions.

The resulting normalized operating margins are disclosed in Exhibit A. We are supplementally providing Exhibit A 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. Exhibit A, and the information contained therein, is nonpublic and confidential and remains the property of the Company. We hereby
request that Exhibit A, and all copies thereof, be returned to the undersigned promptly following completion of your review thereof.

 AGGREGATION
CRITERIA

 In addition to meeting the economic characteristics and the operating characteristics required to aggregate the operating segments
into one reportable segment, we believe we provide information about the different types of business activities in which we operate that is consistent with the objectives and basic principles of the disclosure requirements. We do not believe any
further disaggregated information related to the healthcare distribution segment would be materially more meaningful to investors than the aggregated information. Questions we receive from investors are typically with reference to healthcare
distribution or technology in general. Although there may occasionally be questions that pertain to a specific operating segment, we believe these are questions that analysts use to determine market effects on other companies. We believe
our investor base understands our business model, i.e., common distribution networks, similar customer types, common product offerings that are sold across multiple operating segments, etc.

As such, we continue to believe that the aggregation of the operating segments is appropriate given that they have historically met and are expected to
continue to meet all of the aggregation criteria set out in ASC 280.

 INFORMATION ABOUT PRODUCTS AND SERVICES

During the April 7 Call, the Staff asked that we review ASC 280-10-50-40 and share our consideration of the related disclosure requirements. We
believe that we have consistently complied with its requirements. We have done this by disclosing the net sales of three groups of similar products: dental, animal health, and medical products. Please refer to page 96 of our Form 10-K for
the fiscal year ended December 26, 2015, for the applicable disclosure, which provides a comprehensive list of the products sold by the healthcare distribution segment. With respect to the concept of grouping revenue by product

 2

in alternate ways, such as those discussed on the April 7 Call, we do not believe such a grouping would be more meaningful to investors. Further, although we do maintain revenue data for
which products are grouped in this alternate manner for a majority of our domestic operations, we do not maintain a global database of revenue in which products are consistently classified and grouped in this manner. To develop such product
groupings would require us to categorize all SKU’s, of which we maintain approximately 100,000, and to assure that our 139 operating entities are reporting on a consistent basis. Given that our global financial information is maintained via the
use of 26 separate financial systems with multiple configurations and that new financial platforms are frequently added when we complete acquisitions, it is impracticable for us to provide such alternate information for the foreseeable future. We do
believe the net sales by product information and effect of product mix on the healthcare distribution segment’s gross profit rate that we currently provide complies with the requirement.

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.

If you have any questions or comments regarding this response, please contact me at 631.843.5915.

Sincerely,

 /s/ Steven Paladino

Steven Paladino

 Executive Vice President and

Chief Financial Officer

 3

 Exhibit A

Supplementally provided to the Staff pursuant to the procedures set forth in 17 C.F.R. § 200.83.

 A-1

CORRESP
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SEC Response Letter

 GENERAL BUSINESS: 1-631-843-5500

FAX: 1-631-843-5680

www.henryschein.com

 March 24, 2016

Mr. Rufus Decker

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2015

Filed February 10, 2016

 File No. 0-27078

Dear Mr. Decker:

 We acknowledge receipt of your letter
dated February 26, 2016 regarding your review of the above referenced filing. We bring the following to your attention as relevant background when assessing our response.

Each year, in preparing its financial statements, the Company’s management has considered the aggregation criteria prescribed by ASC 280-10-50-11 and ASC
280-10-55-7A through 55-7C, and has concluded that the dental, animal health and medical operating segments (“operating segments”) continue to share similar economic characteristics, are expected to have similar future prospects, and have
similar operating characteristics. Therefore, it continues to be appropriate to aggregate these operating segments into our health care distribution reportable segment for the years included in the above-referenced Form 10-K.

As discussed in our letter to the Commission dated May 2, 2011, although we have considered other financial measures, we have always judged operating
margin (not gross margin) to be the best indicator of economic characteristics when evaluating the aggregation criteria given our specific facts and circumstances. We continue to analyze our businesses internally based principally on operating
income because, as discussed in Note 1 to our financial statements, costs related to purchasing, receiving, inspections, warehousing, internal inventory transfers and other costs of our distribution network are included in selling, general and
administrative expenses, as opposed to cost of goods sold, along with other operating costs. Additionally, products with lower gross profit margins generally have lower selling, general and administrative expenses, which result in more similar
operating margins. Consequently, operating margin is the best comparative measure and best demonstrates the similar overall economic characteristics of our operating segments. Operating income also serves as a primary component in determining the
business segments leaders’ incentive bonus compensation. Additionally, when we evaluate acquisition targets, we focus on the target’s operating income, operating margin and return on investment.

As indicated in Exhibit A-3, operating income margins are relatively aligned and stable across our operating segments. As we continue to introduce pricing and
cost-containment strategies, we

expect the operating margins to improve in the future and to converge more closely. The differences in operating margins among the operating segments are not significant and are not due to
differences in economic characteristics. The dental operating segment has been able to achieve higher operating margins due primarily to its relative product and customer mix. We offer a wide range of common products across the dental, medical, and
animal health operating segments, but the mix of those products varies. For example, the contribution of pharmaceutical products to revenues is greater in the medical and animal health businesses than in dental. These sales generally result in lower
operating margins. Conversely, the dental business currently gets a more significant portion of its sales from private label products as compared to our medical and animal health businesses. Sales of our private label products often achieve
operating margins that exceed our overall average operating margin. Our current marketing plans reflect increased efforts to grow private label sales in the animal health and medical operating segments in the near future. Additionally, differences
in customer mix contribute to the variances in the respective operating margins. Large-group customers tend to have greater purchasing power resulting in lower operating margins. The dental business has relatively fewer large-group customers than
the medical and animal health operating segments, which benefits its operating margin. However, each of our operating segments, including dental, is experiencing growth in large-group and corporate customers throughout the world, which will
contribute to greater convergence of the operating income margins in the future.

 Management also focuses on local currency internal sales growth when
assessing the operating performance of the dental, animal health and medical operating segments. Historically, these three operating segments have experienced similar growth rates on a local currency internal growth basis. We believe this is
indicative of the similar market conditions in which the operating segments operate globally, including the demands and requirements of their customers. We fully expect the similarities of these market conditions throughout the world to continue in
the foreseeable future, which will result in a continuation of similar growth rates by the three operating segments in the future.

 We sell a broad range
of products, substantially all of which may be categorized as health care products. Numerous product groups are offered to customers across all of our operating segments, including infection control products, surgical products, examination gloves,
wound closure and wound care products, disposable exam room products, pharmaceutical products, basic equipment and office supplies among others. Given the large number and wide range of common product offerings, we do not manage our business by
product and service categories. Product-related functions, such as procurement and warehousing, are managed centrally. We also have a centralized group that manages our dental, animal health and medical private label products.

Across all of our operating segments, our customer base has several common characteristics. Substantially all of our customers are healthcare providers,
including office-based practitioners, health clinics, and private and public institutions. Our customers tend to place relatively small orders (in 2015, our average order sizes were $359 for animal health customers, $491 for dental customers, and
$629 for medical customers) with frequent orders being placed along with a requirement for quick delivery due to limited storage capacities at their practice locations. Our average order size has remained relatively consistent over the last several
years and is expected to remain so for the foreseeable future. Although we have a sales force that is distinct to each

 2

operating segment, including sales specialists who focus on specific product categories, our sales approach, including field sales consultants, telesales representatives, catalogs, etc., is
common to all our customers. Our customer service functions (delivery status and assistance, customer queries, etc.) are provided by a single group of people who support all of our operating segments.

Across each of the operating segments, market dynamics are affecting our customer base in similar ways and, as a result, each segment is experiencing similar
changes. Dental, animal health and medical practitioners are increasingly combining their professional practices in an effort to become more efficient. As these practices grow in size, they are concentrating their purchases of goods and services
with fewer and larger suppliers. Furthermore, they are becoming increasingly reliant on larger suppliers to identify cost efficiencies as they combine their practices.

Substantially all products within our healthcare distribution reportable segment are distributed via third-party freight companies (i.e., United Parcel
Service, etc.) from our warehouses. Within our warehouses, products are stored based on cube size, frequency of ordering, and any special handling requirements, such as refrigeration, and are not segregated by operating segment. As indicated above,
order sizes are similar among our customers in each of the operating segments, thus small parcel delivery is the typical form of distribution.

 To
effectively manage the distribution of our products and services in all of our operating segments, the Company maintains global support functions including, but not limited to distribution, inventory control, transportation, purchasing, customer
service, web design, information systems, human resources, regulatory, some financial operations (credit, payroll, invoice processing, etc.), treasury, insurance, legal, tax, financial planning, and internal audit. In the United States, our dental
and medical operating segments have a shared warehousing infrastructure and we are evaluating the inclusion of animal health products within this warehousing infrastructure. Internationally, it is common for our animal health operating segment to
share the same warehousing infrastructure as our dental and medical operating segments.

 In summary, we believe the economic and operating characteristics
of these operating segments support the aggregation of such segments as one reportable segment. The similarities of these characteristics enable us to use common business functions to execute and manage the segments’ operations. 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.

 With reference to the specific comments in your letter dated
February 26, 2016, please see the following responses corresponding to the numbered comments in your letter.

 3

 Form 10-K for the Fiscal Year Ended December 26, 2015

Notes to Consolidated Financial Statements

 Note 15.
Segment and Geographic Data, page 96

1.
Almost 97% of your total sales in fiscal 2015 were from the health care distribution reportable segment. Each of the three operating segments (dental, animal health and medical) aggregated into this reportable
segment represented 19% or more of your total sales in fiscal 2015. Your disclosures of sales by operating segment for each of the last five fiscal years on page 36 and your discussions of changes in sales on pages 46 and 49 indicate that each of
these operating segments may have experienced significant variances in sales trends in recent years. In addition, based upon the North America and International sales information disclosed in Exhibit A of the Form 8-K filed February 10, 2016,
it appears each of these operating segments have varying proportions of sales from foreign countries. Please explain in detail how you concluded each of these operating segments have similar economic characteristics. For each operating segment,
please also provide us with your historical and projected sales, gross profit, operating income and measure of segment profitability. Please show each profit measure in dollars and as a percentage of sales. Please also show both the dollar and
percentage changes from period to period in your analysis. Please include detailed explanations for any apparent differences in economic characteristics and trends for a given operating segment when compared to another operating segment for a given
period or over several periods. Please also explain why each of these differences would not be considered an indication of differences in economic characteristics between the operating segments and your basis for concluding that aggregation is
appropriate. Refer to the guidance outlined in ASC 280-10-50-11 and ASC 280-10-55-7A through 55-7C.

 With respect to your request that
we provide historical and projected sales, gross profit, operating income and measure of segment profitability for our dental, animal health and medical operating segments for each of the last five years, we refer you to Exhibits A-1 for sales,
Exhibit A-2 for gross profit, and Exhibit A-3 for operating income. We are supplementally providing Exhibits A-1, A-2 and A-3 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. Exhibits A-1, A-2 and A-3, and the information contained therein, are nonpublic and confidential and remain the property of the Company. We hereby request that Exhibits A-1, A-2 and A-3, and all copies thereof, be
returned to the undersigned promptly following completion of your review thereof.

 Net Sales

The following tables illustrate the components of total annual sales growth for each of the operating segments for the years 2011-2015, segregating the effect
of acquisitions, effect of foreign exchange, and local currency internal growth.

 4

Total Sales Growth

2015

2014

2013

2012

2011

 Dental

-1.9
%

7.7
%

4.7
%

0.2
%

7.9
%

 Animal Heath

0.8
%

11.5
%

12.0
%

15.5
%

30.8
%

 Medical

18.9
%

6.1
%

5.3
%

3.8
%

9.5
%

 Healthcare distribution

2.5
%

8.5
%

6.7
%

4.6
%

13.0
%

Effect of Acquisitions

2015

2014

2013

2012

2011

 Dental

0.6
%

4.9
%

2.2
%

1.2
%

1.0
%

 Animal Heath

6.5
%

4.9
%

6.8
%

9.1
%

18.0
%

 Medical

7.5
%

0.1
%

0.5
%

0.9
%

1.4
%

 Healthcare distribution

3.5
%

4.0
%

3.1
%

3.0
%

4.6
%

Effect of Foreign Exchange

2015

2014

2013

2012

2011

 Dental

-6.9
%

-0.5
%

0.4
%

-2.3
%

2.4
%

 Animal Heath

-7.6
%

0.3
%

-0.3
%

-2.2
%

4.6
%

 Medical

-0.8
%

0.1
%

0.2
%

-0.4
%

0.3
%

 Healthcare distribution

-6.1
%

-0.1
%

0.1
%

-1.9
%

2.5
%

Local Currency Internal Growth

2015

2014

2013

2012

2011

 Dental

4.4
%

3.3
%

2.1
%

1.3
%

4.5
%

 Animal Heath

1.9
%

6.3
%

5.5
%

8.6
%

8.2
%

 Medical

12.2
%

5.9
%

4.6
%

3.3
%

7.8
%

 Healthcare distribution

5.1
%

4.6
%

3.5
%

3.5
%

5.9
%

 As indicated above, the annual growth rates of net sales in each of the operating segments may be materially influenced by the
effects of newly acquired businesses. Our acquisition strategy includes acquiring businesses and entering into joint ventures complementary to ours that will provide, among other things, additional sales to be channeled through our existing
distribution infrastructure, access to additional product lines and field sales consultants and an opportunity to further expand into new geographic markets. During the fiscal years 2011 through 2015, each of our operating segments has experienced
net sales growth through the completion of acquisitions. Given the sporadic frequency and size of acquisitions, any detailed explanations for apparent differences in sales trends for and among the operating segments should exclude the effects of
acquisitions.

 5

 Also, as indicated above, the net sales growth in our operating segments may also be influenced by the effects of
changes in foreign currency translation rates. Given that foreign exchange rates largely offset over the long term and have no significant effect on local demand for the Company’s products, the effects of changes in foreign exchange rates on
year-over-year sales should not be considered when analyzing economic performance. Our experience indicates that an operating segment’s long-term economic characteristics are not influenced by changes in foreign exchange rates. We do not
believe the demand for health care products outside the United States is affected when the local currency weakens or strengthens against other currencies.

We note the Commission’s observation that “…it appears each of these operating segments have varying proportions of sales from foreign
countries.” While the operating segments do have varying degrees of international sales as we indicate above, we do not believe this creates any meaningful differences in economic characteristics among the operating segments. Additionally, the
operating segments retain simila

CORRESP
1
filename1.htm

Correspondence

 HENRY SCHEIN, INC.

135 Duryea Road

Melville, New York 11747

 March 1,
2016

 VIA ELECTRONIC TRANSMISSION

 Rufus
Decker

 Accounting Branch Chief

 Office of Beverages, Apparel
and Mining

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-1004

Re:

Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2015

Filed February 10, 2016

File No. 0-27078

 Dear Mr. Decker:

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 26, 2015 of Henry Schein, Inc. (the “Company”), in your letter dated February 26, 2016 (the “Comment Letter”).

By virtue of this letter, the Company hereby requests an extension to March 25, 2016 to respond to the Comment Letter.

Please contact me at (631) 843-5674 should you have any questions.

Very truly yours,

HENRY SCHEIN, INC.

By:

 /s/ Jennifer Ferrero

Name:

Jennifer Ferrero

Title:

Vice President and Senior Counsel, Corporate

Mail Stop 3561

February 26 , 2016

Via E -mail
Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein , Inc.
135 Duryea Road
Melville , NY 11747

Re: Henry Schein, Inc.
 Form 10-K for the Fis cal Year Ended December 26, 2015
Filed February 10, 2016
File No. 0 -27078

Dear Mr. Paladino :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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 the Fis cal Year Ended December 26, 2015
Notes to Consolidated Financial Stat ements
Note 15. Segment and Geographic Data, page 96

1. Almost 97% of your total sales in fiscal 2015 were from the health care distribution
reportable segment.  Each of the three operating segments (dental, animal health and
medical) aggregated into this re portable segment represented 19% or more of your total
sales in fiscal 2015.  Your disclosures of sales by operating segment for each of the last
five fiscal years on page 36 and your discussions of changes in sales on pages 46 and 49
indicate that each of  these  operating segments may have experienced significant
variances in sales  trends in recent years.  In addition, based upon the North America and
International sales information disclosed in Exhibit A of the Form 8 -K filed February 10,
2016, it appears each of these operating segments have varying proportions of sales  from
forei gn countries.  Please explain in detail how you concluded each of these operating
segments have similar  economic characteristics .  For each operating segment, please also

Steven Paladino
Henry Schein, Inc.
February 26 , 2016
Page 2

 provide us with your historical and projected sales , gross profit, operating income  and
measure of segment profitability.  Please show each profit measure in dollars and as a
percentage of sales.  Please also show both the dollar and percentage changes from period
to period in your analysis.  Please include detailed explanations for any ap parent
differences in economic characteristics and trends for a given operating segment when
compared to another operating segment for a given period or over several periods.  Please
also explain why each of these differences would not be considered an ind ication of
differences in economic characteristics between the operating segments and your basis
for concluding that aggregation is appropriate .  Refer to the guidance outlined in ASC
280-10-50-11 and ASC 280 -10-55-7A through 55 -7C.

2. Your dental and medica l operating segments sell their products to dental and medical
establishments and your animal health segment sells its products to veterinary and other
animal health providers.  Please explain how you determined each operating segment
sells their products to the same type or class of customer as required by ASC 280 -10-50-
11(c).

3. Based on your disclosures under Governmental Regulations beginning on page 10, it
appears both your dental and medical operating segments may be subject to different
regulatory req uirements than your animal health operating segment.  For example, it
appears that various provisions of the United States Health Care Reform Law and HIPAA
may apply to your medical and dental operating segments but not to the operations of
your animal hea lth operating segment.  Please tell us how each of these three operating
segments are subject to a similar regulatory environment as outlined in ASC 280 -10-50-
11(e).  Your response should clearly distinguish between regulatory matters or
requirements that are applicable to all three of these operating segments and those that
apply to only one or two of these operating segments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

Steven Paladino
Henry Schein, Inc.
February 26 , 2016
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Linda Cvrkel  at 202-551-3813  or Rufus Decker at 202 -551-3769  with
any questions.

Sincerely,

 /s/Craig Arakawa for

Rufus Decker
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

April 29 , 2015

Via E -mail
Steven Paladino
Chief Financial  Officer
Henry Schein Inc.
135 Duryea Road
Melville NY 11747

Re:  Henry Schein Inc.
 Form 10-K for the Fiscal Year Ended December 27 , 2014
Filed February 11 , 2015
File No. 0-27078

Dear Mr. Paladino :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

CORRESP
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    corresp_hsic.htm

April 3, 2015

VIA ELECTRONIC TRANSMISSION

Tia L. Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 27, 2014

Filed February 11, 2015

File No. 0-27078

Dear Ms. Jenkins:

Reference is made to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Form 10-K for the Fiscal Year Ended December 27, 2014 filed with the Commission on February 11, 2015 (the “2014 Form 10-K”) by Henry Schein, Inc. (the “Company”), in your letter dated March 10, 2015 (the “Comment Letter”).

I am writing to respond, on behalf of the Company, to the comments contained in the Comment Letter. For your convenience, your comments are set forth in this letter, followed by the Company’s response. References in the response below in this letter to “we”, “our”, “us” or similar phrases refer to the Company.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

2014 Compared to 2013, page 44

Gross Profit, page 45

Selling, General and Administrative, page 45

1. In future filings, please disclose with quantification the underlying business reasons for changes between periods in the dollar amounts of gross profit and selling, general and administrative expenses. Please similarly revise your disclosures for each segment as well. Please provide us your proposed disclosure revisions for 2014 as compared to 2013.

We confirm that we will comply with the above request in our future filings beginning with our Form 10-Q  for the fiscal quarter ended March 26, 2015.  In the paragraphs below, we have modified existing disclosures and added new disclosures to provide quantifiable business reasons for changes in the dollar amounts of gross profit and selling, general and administrative expenses including revised disclosures for each of our segments. For ease of review, we have italicized the changes to the disclosure in the 2014 Form 10-K.

1

Gross Profit

Gross profit and gross margins for 2014 and 2013 by segment and in total were as follows (in thousands):

Gross

Gross

Increase

2014

Margin %

2013

Margin %

$

%

Health care distribution

$

2,680,190

26.7

%

$

2,451,334

26.5

%

$

228,856

9.3

%

Technology and value-added services

231,125

66.2

204,680

64.0

26,445

12.9

Total

$

2,911,315

28.1

$

2,656,014

27.8

$

255,301

9.6

Gross profit increased $255.3 million, or 9.6%, for the year ended December 27, 2014 compared to the prior year period.  As a result of different practices of categorizing costs associated with distribution networks throughout our industry, our gross margins may not necessarily be comparable to other distribution companies.  Additionally, we realize substantially higher gross margin percentages in our technology segment than in our health care distribution segment.  These higher gross margins result from being both the developer and seller of software products and services, as well as certain financial services. The software industry typically realizes higher gross margins to recover investments in research and development.

Within our health care distribution segment, gross profit margins may vary from one period to the next.  Changes in the mix of products sold as well as changes in our customer mix have been the most significant drivers affecting our gross profit margin.  For example, sales of pharmaceutical products are generally at lower gross profit margins than other products.  Conversely, sales of our private label products achieve gross profit margins that are higher than average.  With respect to customer mix, sales to our large-group customers are typically completed at lower gross margins due to the higher volumes sold as opposed to the gross margin on sales to office-based practitioners who normally purchase lower volumes at greater frequencies.

Health care distribution gross profit increased $228.9 million, or 9.3%, for the year ended December 27, 2014 compared to the prior year period.  Health care distribution gross profit margin increased to 26.7% for the year ended December 27, 2014 from 26.5% for the comparable prior year period.  The slight overall increase in our health care distribution gross profit margin reflects stable margins in each of the segment’s operating units.  Acquisitions accounted for $161.5 million of our gross profit increase within our health care distribution segment for the year ended December 27, 2014 compared to the prior year period.  The remaining increase of $67.4 million in our healthcare distribution segment gross profit was attributable to a $95.5 million gross profit increase from our growth in internally generated revenue, partially offset by a $28.1 million gross profit decrease related to a slight decline in the gross margin rate primarily due to lower margins on our dental equipment and animal health sales.

Technology and value-added services gross profit increased $26.4 million, or 12.9%, for the year ended December 27, 2014 compared to the prior year period. Technology and value-added services gross profit margin increased to 66.2% for the year ended December 27, 2014 from 64.0% for the comparable prior year period, primarily due to changes in the product sales mix. Acquisitions accounted for $8.7 million of our gross profit increase within our technology and value-added segment for the year ended December 27, 2014 compared to the prior year period. The remaining increase of $17.7 million in our technology and value-added segment gross profit was attributable to a $12.1 million gross profit increase from our growth in internally generated revenue and a $5.6 million gross profit increase related to the gross margin rate primarily due to changes in the product sales mix and higher margins on our electronic services revenues.

2

Selling, General and Administrative

Selling, general and administrative expenses by segment and in total for 2014 and 2013 were as follows (in thousands):

% of

% of

Respective

Respective

Increase

2014

Net Sales

2013

Net Sales

$

%

Health care distribution

$

2,068,419

20.6

%

$

1,860,670

20.1

%

$

207,749

11.2

%

Technology and value-added services

127,754

36.6

118,290

37.0

9,464

8.0

Total

$

2,196,173

21.2

$

1,978,960

20.7

$

217,213

11.0

Selling, general and administrative expenses increased $217.2 million, or 11.0%, for the year ended December 27, 2014 from the comparable prior year period.  The increase in selling, general and administrative expenses within our health care distribution segment for the year ended December 27, 2014 as compared to the prior year period was attributable to $145.8 million resulting from acquisitions and $62.0 million of additional costs primarily due to additional payroll costs.  The increase in selling, general and administrative expenses within our technology and value-added segment for the year ended December 27, 2014 as compared to the prior year period was attributable to $5.6 million resulting from acquisitions and $3.8 million of additional costs primarily due to additional payroll costs. As a percentage of net sales, selling, general and administrative expenses increased to 21.2% from 20.7% for the comparable prior year period.

As a component of total selling, general and administrative expenses, selling expenses increased $118.6 million, or 9.3%, for the year ended December 27, 2014 from the comparable prior year period.  As a percentage of net sales, selling expenses increased to 13.4% from 13.3% for the comparable prior year period.

As a component of total selling, general and administrative expenses, general and administrative expenses increased $98.6 million, or 13.9%, for the year ended December 27, 2014 from the comparable prior year period.  As a percentage of net sales, general and administrative expenses increased to 7.8% from 7.4% for the comparable prior year period.

3

Quantitative and Qualitative Disclosures About Market Risk, page 59

2. You discuss your exposure to changes in foreign currency associated with your foreign currency exchange agreements. As it appears you also may have exposure to changes in foreign currency rates with respect to your investments in foreign subsidiaries and with respect to changes in interest rates associated with your variable rate accounts receivable securitization, please revise future filings to include the disclosures outlined in Item 305(a)(1) of Regulation S-K with respect to each of these additional risks. Please provide us your proposed disclosures.

We confirm that we will comply with the above request for this annual disclosure in our future filings beginning with our Form 10-K filing for the year ending December 26, 2015.  In the paragraphs below, we have modified existing disclosures and added new disclosures that discuss our exposure to changes in foreign currency rates as well as the impact of changes in the hypothetical interest rates associated with our variable interest rate debt.  For ease of review, we have italicized the changes to the disclosure in the 2014 Form 10-K.

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk

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 effectiveness of our hedging programs include currency markets and availability of hedging instruments and liquidity of the credit markets.  All foreign currency forward contracts that we enter into are components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure.  We do not enter into such contracts for speculative purposes and we manage our credit risks by diversifying our investments, maintaining a strong balance sheet and having multiple sources of capital.

Foreign Currency Agreements

The value of certain foreign currencies as compared to the U.S. dollar and the value of certain underlying functional currencies of the Company, including its foreign subsidiaries, may affect our financial results.   Fluctuations in exchange rates 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 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.  A hypothetical 5% change in the average value of the U.S. dollar in 2014 compared to foreign currencies would have changed the Company’s 2014 reported Net income attributable to Henry Schein, Inc. by approximately $6.9 million.

As of December 27, 2014, we have foreign currency exchange agreements denominated in multiple currencies for the Company, including its foreign subsidiaries, which expire through July 29, 2015, which include a mark-to-market gain of $1.2 million as determined by quoted market prices.  A hypothetical 5% change in the value of the U.S. dollar would change the notional value of our foreign currency exchange agreements by a reduction $0.1 million.

4

Quantitative and Qualitative Disclosures About Market Risk, page 59 (continued)

Short-Term Investments

We limit our credit risk with respect to our cash equivalents, short-term investments and derivative instruments, by monitoring the credit worthiness of the financial institutions who are the counter-parties to such financial instruments.  As a risk management policy, we limit the amount of credit exposure by diversifying and utilizing numerous investment grade counter-parties.

Variable Interest Rate Debt

As of December 27, 2014, we have variable interest rate exposure for certain of our revolving credit facilities and our U.S. trade accounts receivable securitization.

Our revolving credit facility which we entered into on September 12, 2014 and expires on September 22, 2019, has an interest rate that is based on the U.S. Dollar LIBOR plus a spread based on our leverage ratio at the end of each financial reporting quarter.  As of December 27, 2014, there was no balance outstanding under this revolving credit facility.  During the year ended December 27, 2014, the average outstanding balance under this revolving credit facility was approximately $152 million.  Based upon our average outstanding balance for this revolving credit facility, for each hypothetical increase of 25 basis points, our interest expense thereunder would increase by $0.4 million.

Our U.S trade accounts receivable securitization, which we entered into on April 17, 2013 and which expires on April 15, 2017, has an interest rate that is based upon the average asset-backed commercial paper rate of 20 basis points plus 75 basis points.  As of December 27, 2014, we had an outstanding balance of $150.0 million under this securitization facility.  During the year ended December 27, 2014, the average outstanding balance under this securitization facility was approximately $277 million.  Based upon our average outstanding balance for this securitization facility, for each hypothetical increase of 25 basis points, our interest expense thereunder would increase by $0.7 million.

5

Financial Statements and Supplementary Data, page 60

Note 7.  Comprehensive Income, page 79

3. During the fiscal year ended December 27, 2014, you recorded in comprehensive income a foreign currency translation loss of $157,698. Please revise the notes to your financial statements in future filings to disclose the nature and timing of the facts or circumstances that resulted in this significant translation loss. Please also discuss the changes in foreign currency rates and the related foreign operations which related to this significant translation loss. Please provide us your proposed disclosures.

We confirm that we will comply with the above request in our future filings beginning with our Form 10-Q for the fiscal quarter ended March 26, 2015.  In the paragraph and table below, which will be disclosed below the table that summarizes the components of the Company’s comprehensive income, we have added a discussion of the components of our foreign currency translation loss related to our foreign operations along with the significant currencies that comprised such loss during the year ended December 27, 2014.

During the year ended December 27, 2014, we recognized as a component of our comprehensive income, a foreign currency translation loss of $157,698 due to changes in foreign exchange rates from the beginning of the fiscal year to the end of the fiscal year. Our financial statements are denominated in the U.S. Dollar currency.  Fluctuations in the value of foreign currencies as compared to the U.S. Dollar may have a significant impact on our comprehensive income.  The foreign currency translation loss during the year ended December 27, 2014 was impacted by changes in foreign currency exchange rates as follows:

FX Rate into USD

Currency

Foreign Cur

CORRESP
1
filename1.htm

Correspondence

 HENRY SCHEIN, INC.

135 Duryea Road

Melville, New York 11747

 March 13,
2015

 VIA ELECTRONIC TRANSMISSION

 Tia L.
Jenkins

 Senior Assistant Chief Accountant

 Office of
Beverages, Apparel and Mining

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-1004

Re:

Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 27, 2014

Filed February 11, 2015

File No. 0-27078

 Dear Ms. Jenkins:

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 27, 2014 of Henry Schein, Inc. (the “Company”), in your letter dated March 10, 2015 (the “Comment Letter”).

By virtue of this letter, the Company hereby requests an extension to April 7, 2015 to respond to the Comment Letter.

Please contact me at (631) 843-5674 should you have any questions.

Very truly yours,

HENRY SCHEIN, INC.

By:

 /s/ Jennifer Ferrero

Name:

Jennifer Ferrero

Title:

Vice President and Senior Counsel, Corporate

March 10 , 2015

Via E -mail
Steven Paladino
Chief Financial Officer
Henry Schein , Inc.
135 Duryea Road
Melville , NY 11747

Re: Henry Schein, Inc.
 Form 10-K for the Fiscal Year Ended December 27, 2014
Filed February 11, 2015
File No. 0 -27078

Dear Mr. Paladino :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circums tances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 27, 2014

Management’s Discussion and Analysis of Financial  Condition and Results of Operations , page
36
2014 Compared to 2013 , page 44
Gross Profit, page 45
Selling, G eneral and Administrative, page  45

1. In future filings, please disclose with quantification the underlying business reasons for
changes between per iods in the dollar amounts of gross profit and s elling, general and
administrative  expenses.  Please similarly revise your disclosures for each segment as
well.   Please provide us your proposed disclosure revisions for 2014 as compared to
2013.

Steven Paladino
Henry Schein, Inc.
March 10 , 2015
Page 2

 Quantitative and Qualitative Disclosures About Market Risk, page 59

2. You discuss your exposure to changes in foreign currency associated with your foreign
currency exchange agreements.  As it appears you also may have exposure to changes in
foreign currency rates with respect to your investments in foreign subsidiaries and with
respect to changes in interest rates associated with your variable rate accounts receivable
securitization, please revise future filings to include the disclosures outlined in  Item
305(a)(1) of Regulation S -K with respect to each of these additional risks.  Please provide
us your proposed disclosures.

Financial Statements and Supplementary Data, page 60
Note 7. Comprehensive Income, page 79

3. During the fiscal year ended December 27, 2014, you recorded in comprehensive income
a foreign currency translation loss of $157,698.  Please revise the notes to your financial
statements in future filings to disclose the nature and timing of the facts or circumstances
that resu lted in this significant translation loss.  Please also discuss the changes in foreign
currency rates and the related foreign operations which related to this significant
translation loss.   Please provide us your proposed disclosures.

We urge all persons  who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its manageme nt are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Steven Paladino
Henry Schein, Inc.
March 10 , 2015
Page 3

  In responding to our comments, please provide  a written statement from the company
acknowledging  that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Linda Cvrkel  at 202-551-3813  or Rufus Decker at 202 -551-3769  with
any questions.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

April 6, 2012
 Via E-mail

Steven Paladino Chief Financial Officer Henry Schein, Inc. 135 Duryea Road Melville, New York 11747
Re: Henry Schein, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 15, 2012 File No. 000-27078

Dear Mr. Paladino:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
/s/Tia L. Jenkins
 Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining

CORRESP
1
filename1.htm

Response Letter

 April 2, 2012

 VIA ELECTRONIC TRANSMISSION

 Tia L. Jenkins

Senior Assistant Chief Accountant

 Office of
Beverages, Apparel and Mining

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 15, 2012

File No. 000-27078

 Dear Ms. Jenkins:

 Reference is made to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Form 10-K for the Fiscal Year Ended December 31, 2011 filed with the Commission on February 15, 2012 by Henry Schein, Inc. (the “Company”), in your letter dated March 13, 2012 (the “Comment
Letter”).

 I am writing to respond, on behalf of the Company, to the comment contained in the Comment Letter. For your convenience, your
comment is set forth in this letter, followed by the Company’s response. References in the response below in this letter to “we”, “our”, “us” or similar phrases refer to the Company.

Form 10-K for Fiscal Year Ended December 31, 2011

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 1 – Significant Accounting Policies

 Revenue Recognition, page 60

 1. It appears from your disclosure on
page 66 you adopted the provisions of ASU 2009-13 in December 2010 as it relates to revenue recognition for multiple element arrangements. Please tell us how you have applied the guidance at FASB ASC 605-25-30-2 in determining your accounting policy
for the revenue recognition for multiple-element arrangements. Please provide us with and confirm in future Exchange Act filings you will include, disclosures required by FASB ASC 605-25-50-2.

 As disclosed on page 66 of our Form 10-K, we have adopted the provisions of ASU 2009-13 as
of December 26, 2010. Below is a revised excerpt of the disclosures we plan to file in our Form 10-K as of December 29, 2012. Please note the deferred revenue related to multiple element arrangements is not material to our consolidated
financial statements. However, we have modified and added disclosures to the fifth paragraph below that we believe are relevant to our business and describe the significant aspects of our application of this guidance.

Revenue Recognition

 We generate revenue from the sale of dental, medical and animal health consumable products, as well as equipment, software products and services and other sources. Provisions for discounts, rebates to
customers, customer returns and other contra-revenue adjustments are recorded based upon historical data and estimates and are provided for in the period in which the related sales are recognized.

Revenue derived from the sale of consumable products is recognized when products are shipped to customers. Such sales typically entail
high-volume, low-dollar orders shipped using third-party common carriers. We believe that the shipment date is the most appropriate point in time indicating the completion of the earnings process because we have no post-shipment obligations, the
product price is fixed and determinable, collection of the resulting receivable is reasonably assured and product returns are reasonably estimable.

 Revenue derived from the sale of equipment is recognized when products are delivered to customers. Such sales typically entail scheduled deliveries of large equipment primarily by equipment service
technicians. Some equipment sales require minimal installation, which is typically completed at the time of delivery.

 Revenue
derived from the sale of software products is recognized when products are shipped to customers. Such software is generally installed by customers and does not require extensive training due to the nature of its design. Revenue derived from
post-contract customer support for software, including annual support and/or training, is recognized over the period in which the services are provided.

 Revenue derived from multiple element arrangements, and the related deferral of such revenue (which is insignificant to our financial statements), is recognized as follows. When we sell software products
together with related services (i.e., training and technical support) we allocate revenue to the delivered elements using the residual method, based upon vendor-specific objective evidence (“VSOE”) of the fair value of the undelivered
elements, or defer it until such time as vendor-specific evidence of fair value is obtained. Multiple element arrangements that include elements that are not considered software consist primarily of equipment and the related installation service.
Effective December 26, 2010 we allocate revenue for such arrangements based on the relative selling prices of the

 2

elements applying the following hierarchy: first VSOE, then third-party evidence (“TPE”) of selling price if VSOE is not available, and finally our estimate of the selling price if
neither VSOE nor TPE is available. VSOE exists when we sell the deliverables separately and represents the actual price charged by us for each deliverable. Estimated selling price reflects our best estimate of what the selling prices of each
deliverable would be if it were sold regularly on a standalone basis taking into consideration the cost structure of our business, technical skill required, customer location and other market conditions. Each element that has standalone value is
accounted for as a separate unit of accounting. Revenue allocated to each unit of accounting is recognized when the service is provided or the product is delivered.

 Revenue derived from other sources including freight charges, equipment repairs and financial services, is recognized when the related product revenue is recognized or when the services are provided.

 ####

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.

 If you have any questions or comments regarding this response, please
contact me at 631.843.5915.

 Sincerely,

 /s/ Steven Paladino

 Steven Paladino

 Executive Vice President and

 Chief Financial Officer

cc:
Michael S. Ettinger (Senior Vice President and General Counsel, Henry Schein, Inc.)

 3

CORRESP
1
filename1.htm

Correspondence Letter

 HENRY SCHEIN, INC.

135 Duryea Road

 Melville, New York 11747

 March 26, 2012

VIA ELECTRONIC TRANSMISSION

 Tia
L. Jenkins

 Senior Assistant Chief Accountant

 Office of Beverages, Apparel and Mining

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-1004

Re:
Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 15, 2012

File No. 000-27078

 Dear Ms. Jenkins:

 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 31, 2011 of Henry Schein, Inc. (the “Company”), in your letter dated March 13, 2012 (the “Comment Letter”).

 By virtue of this letter, the Company hereby requests an extension to April 6, 2012 to respond to the Comment Letter.

 Please contact me at (631) 843-5993 should you have any questions.

 Very truly yours,

HENRY SCHEIN, INC.

By:

/s/ Michael S. Ettinger

Name:

Michael S. Ettinger

Title:

Senior Vice President and General Counsel

March 13, 2012
 Via E-mail

Steven Paladino Chief Financial Officer Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Re: Henry Schein, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 15, 2012 File No. 000-27078

Dear Mr. Paladino:
 We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2011

 Notes to Consolidated Financial Statements

 Note 1 – Significant Accounting Policies

 Revenue Recognition, page 60

 1. It appears from your disclosure on page 66 you adopted the provisions of ASU 2009-13
in December 2010 as it relates to revenue recognition for multiple element arrangements.  Please tell us how you have applied the guidance at FSAB ASC 605-25-30-2 in
determining your accounting policy for the revenue recognition for multiple-element arrangements.  Please provide us with and confirm in future Exchange Act filings you will include, disclosures requi red by FASB ASC 605-25-50-2.

Steven Paladino Henry Schein, Inc. March 13, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Suying Li at (202) 551-3335 or Angela Ha lac at (202) 551-3398 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,  /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining

August 22, 2011
 Via E-Mail

Stanley M. Bergman, Chief Executive Officer  Henry Schein, Inc. 135 Duryea Road  Melville, NY 11747
Re: Henry Schein, Inc.
  Form 10-K for the Fiscal Year Ended December 25, 2010   Filed February 22, 2011
File No. 000-27078

Dear Mr. Bergman:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
         /s/ John Reynolds

        John Reynolds
Assistant Director

CORRESP
1
filename1.htm

corresp

    Julie M. Allen

    Member of the Firm

    d 212.969.3155

    f 212.969.2900

    jallen@proskauer.com

    www.proskauer.com

August 5, 2011

VIA ELECTRONIC TRANSMISSION

John Reynolds

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Henry Schein, Inc.

    Form 10-K for the Fiscal Year Ended December 25, 2010

    Filed February 22, 2011

    File No. 000-27078

Dear Mr. Reynolds:

     Reference is made to the comment of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Definitive Proxy Statement filed on Schedule 14A
filed with the Commission on April 8, 2011 by Henry Schein, Inc. (the “Company”), in your letter
dated July 22, 2011 (the “Comment Letter”).

     We are writing to respond, on behalf of the Company, to the comment contained in the Comment
Letter. For your convenience, your comment is set forth in this letter, followed by the Company’s
response. References in the response below in this letter to “we”, “our”, “us” or similar phrases
refer to the Company.

Form 10-K filed on February 22, 2011 for the Fiscal Year Ended December 25, 2010

Part III. Incorporated by Reference in Definitive Proxy Statement filed on April 8, 2011

Compensation Discussion and Analysis, page 15

    1.

    We note your response to comment three of our letter dated May 27, 2011, and we reissue it.
Please confirm that in future filings that you will provide the specific EPS performance goals
under the LTIP that result in the issuance of restricted stock or other equity compensation.
Please note we are not requesting target disclosure on a prospective basis, rather you should
provide the EPS targets in the proxy statement filed after the restricted stock units have vested.

John Reynolds

United States Securities and Exchange Commission

August 5, 2011

Page 2

    Thus, the disclosure of the EPS targets would not be prospective in nature. Please
provide us draft disclosure, though you may omit the specific targets in your supplemental
letter.

Pursuant to the Staff’s comment, we confirm that we will provide the specific EPS performance goals
under the LTIP with respect to vested performance-based restricted stock or other vested equity compensation in
future filings, based on the following draft disclosure (to be inserted after the fifth sentence of
the first full paragraph on page 20 of our Definitive Proxy Statement filed on April 8, 2011,
which reads: “On March 3, 2011, the performance-based restricted stock/units granted under the 2008
LTIP vested with an achievement of 94% of the EPS performance goal and a payout awarded in shares
of Company common stock equal to 34% of the original number of shares/units granted and not
otherwise forfeited”):

    “The three-year cumulative EPS target for the performance-based
restricted stock granted under the 2008 LTIP was $10.30 (as
adjusted) and the actual three-year cumulative EPS was $9.68 (as
adjusted). These target and actual EPS amounts reflect the
adjustments described below.”

     Please contact me should you have any questions or additional comments.

    Very truly yours,

    /s/ Julie M. Allen

    Julie M. Allen

    cc:

    Michael S. Ettinger (Henry Schein, Inc.)

    Jennifer Ferrero (Henry Schein, Inc.)

    Andrea S. Rattner (Proskauer Rose LLP)

July 22, 2011
 Via E-Mail

Stanley M. Bergman, Chief Executive Officer  Henry Schein, Inc. 135 Duryea Road  Melville, NY 11747
Re: Henry Schein, Inc.
  Form 10-K for the Fiscal Year Ended December 25, 2010   Filed February 22, 2011
File No. 000-27078

Dear Mr. Bergman:

We have reviewed your response and have th e 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K filed on February 22, 2011 for the Fiscal Year Ended December 25, 2010

Part III.  Incorporated by Reference in Definitive Proxy Statement filed on April 8, 2011
 Compensation Discussion and Analysis, page 15

1. We note your response to comment three of our letter dated May 27, 2011, and we
reissue it.  Please confirm that in future filings that you will provide the specific EPS
performance goals under the LTIP that result in the issuance of restri cted stock or other
equity compensation.  Please note we are not requesting target  disclosure on a
prospective basis, rather you should provide the EPS targets in the proxy statement filed
after the restricted stock units have vested.  Thus, the disclosure of the EPS targets would
not be prospective in nature .  Please provide us draft di sclosure, though y ou may omit the
specific targets in you r supplemental letter.

Stanley M. Bergman
Henry Schein, Inc. July 22, 2011 Page 2

Questions may be directed to Edwin S. Ki m at (202) 551-3297 or me at (202) 551-3790
for any issues.

Sincerely,
         /s/ John Reynolds          John Reynolds
Assistant Director

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 Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

    Julie M. Allen

Member of the Firm

d 212.969.3155

f 212.969.2900

jallen@proskauer.com

www.proskauer.com

June 24, 2011

VIA ELECTRONIC TRANSMISSION

John Reynolds

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

     Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 25, 2010

Filed February 22, 2011

Definitive Proxy Statement filed on Schedule 14A

Filed April 8, 2011

File No. 000-27078

Dear Mr. Reynolds:

     Reference is made to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Definitive Proxy Statement filed on Schedule 14A
filed with the Commission on April 8, 2011 by Henry Schein, Inc. (the “Company”), in your letter
dated May 27, 2011 (the “Comment Letter”).

     We are writing to respond, on behalf of the Company, to the comments contained in the Comment
Letter. For your convenience, your comments are set forth in this letter, followed by the
Company’s response. References in the response below in this letter to “we”, “our”, “us” or
similar phrases refer to the Company.

Definitive Proxy Statement filed on April 8, 2011

Compensation Discussion and Analysis, page 15

    1.

    We note your Performance Incentive Plan (“PIP”) for 2010 consists of business financial
goals, a 2010 EPS Target, and individual objectives, but you only provide disclosure of your
2010 EPS Target on pages 18 and 19 of your proxy statement. Please confirm in future filings
that you will provide narrative and quantitative disclosure of the business financial

Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | Säo Paulo | Washington, D.C.

John Reynolds

United States Securities and Exchange Commission

June 24, 2011

Page 2

    goals and individual objectives components of your PIP for your named executive officers.
Please provide us draft disclosure based on the 2010 awards.

Pursuant to the Staff’s comment, we confirm that in future filings we will provide narrative
disclosure, in general terms, of our business financial goals and individual objectives components
of our PIP for our named executive officers. We believe, however, that detailed narrative and
quantitative disclosure relating to the business financial goals and individual goals under the PIP
is not required because it would result in competitive harm to the Company, is not material to the
understanding of the PIP and would result in the disclosure of confidential information that is not
otherwise disclosed or required to be disclosed. As described in greater detail below, disclosure
of this information will give our competitors insights into our strategic initiatives, budgets,
organizational design, mergers and acquisitions activities, vendor relationships, products,
leadership initiatives, and financial information that relates to specific businesses that is not
disclosed and is not based on consolidated and reported financial results. Further, based on
Question 118.04 of the Staff’s Compliance & Disclosure Interpretations to Regulation S-K, we
understand that there is no requirement to provide quantitative targets for inherently subjective
or qualitative assessments. As the individual goal component for each named executive officer
largely contains targets that are subjective or qualitative in nature, we have not included any
additional quantitative disclosure with respect to the individual goals. Lastly, we believe that
our competitors will gain an unfair advantage by obtaining a greater understanding of the details
and well-developed and successful strategies of how we reward and incentivize our named executive
officers; this information could be used by a competitor to attract Company executives or to create
similar competitive arrangements. We believe that the disclosure regarding the PIP, as revised
below, to include additional narrative disclosure on the business financial goals and the
individual goals, provides our stockholders with complete, meaningful, and transparent disclosure,
consistent with the Staff’s requirements.

We recognize that the rules require that where target information is properly omitted based on the
competitive harm standard, the company must discuss, in a meaningful way, how difficult it will be
for the executive or how likely it will be for the company to achieve that target. We bring your
attention to the fourth full paragraph on page 18 where this is discussed.

Exhibit A, attached hereto, sets forth the specific facts and circumstances that demonstrate that
detailed narrative and quantitative disclosure of the business financial and individual goals is
not required with respect to each named executive officer. We are supplementally providing Exhibit
A to the Staff 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. Exhibit A, and the information contained therein, are
nonpublic and confidential and remain the property of the Company. We hereby request that Exhibit
A, and all copies thereof, be returned to the undersigned promptly following completion of the
Staff’s review thereof.

John Reynolds

United States Securities and Exchange Commission

June 24, 2011

Page 3

Below is draft disclosure based on 2010 awards (to be inserted after the third full paragraph
appearing on page 18):

    “Business Financial Goals and Individual Performance Goals vary for each
Named Executive Officer as the goals are reflective of each executive’s
specific role and function. Financial measures included in such goals are
calculated based on GAAP and adjusted in a manner similar to adjustments
made to the Company’s EPS as described above. For each Named Executive
Officer (other than the Chief Executive Officer whose annual incentive
award is described below), the Business Financial Goals and Individual
Performance Goals are as follows:

    Mr. Breslawski:

    •

    Business Financial Goal (55%). This goal measures actual
achievement against target of pre-tax income after capital charge
attributable to certain business units for which Mr. Breslawski is
responsible.

    •

    Individual Performance Goals (15%). The key individual goals
relate to implementing: (i) strategies to gain market share and
enhance customer experience in responsible business units; (ii)
policies and procedures to advance business efficiencies; and
(iii) strategic planning and vendor relations initiatives.

    Mr. Komaroff:

    •

    Business Financial Goals (10%). These goals measure actual
achievement of targeted expense budgets for the Company’s legal
department and compliance and regulatory department.

    •

    Individual Performance Goals (40%). The key individual goals
relate to leadership of legal, regulatory, business development
and corporate leadership matters and joint venture relationships.

    Mr. Paladino:

    •

    Business Financial Goals (20%). These goals measure actual
achievement against target of net income attributable to the

John Reynolds

United States Securities and Exchange Commission

June 24, 2011

Page 4

    Company’s financial services group and of expense budgets for the
Company’s corporate finance group.

    •

    Individual Performance Goals (20%). The key individual goals
relate to tax planning, mergers and acquisitions, internal
controls, leadership oversight and oversight for budget processes,
investor relations, financial services group key priorities, and
financial guidance on long-term equity compensation.

    Mr. Mlotek:

    •

    Business Financial Goals (35%). These goals are tied to three
key areas that measure actual achievement against target of: (i)
modeled pre-tax income from exclusive product arrangements; (ii)
return on investment and net income, in each case, following
certain periods following acquisitions; and (iii) business
development department expense.

    Individual Performance Goals (25%). The key individual goals
relate to strategic planning, vendor relations, integrating
acquired businesses, advancing business development projects, best
practices (including team development, integration, and hiring),
and launching and completing key corporate priorities and
initiatives.”

    2.

    We note you issued restricted stock in March 2011 under your Long Term Incentive Plan
(“LTIP”) based on achievement of target performance EPS goal set in March 2008, as discussed
on pages 19 and 20 of your proxy statement. Please confirm that you will provide in future
filings the specific EPS performance goals under the LTIP that result in the issuance of
restricted stock or other equity compensation. Please provide us draft disclosure based on
the payout in March 2011. If you will seek to omit these targets pursuant to Instruction 4 to
Item 402(b) of Regulation S-K, please provide us supplementally your analysis of why you
believe such disclosure would cause you competitive harm.

The specific EPS performance goals under the LTIP with respect to our performance-based restricted
stock units are measured on the basis of a three-year cumulative target EPS goal. Disclosure of
the EPS goals on a three-year prospective basis would give rise to competitive harm to the Company
as our competitors would have our three-year projections and could gain insights into our possible
strategies and plans over the next three years. Further, this information would be confusing and
potentially misleading to investors as we currently provide EPS guidance to our investors on an
annual basis, with updates on a quarterly basis, if necessary or appropriate.

John Reynolds

United States Securities and Exchange Commission

June 24, 2011

Page 5

We recognize that the rules require that where target information is properly omitted based on the
competitive harm standard, the company must discuss, in a meaningful way, how difficult it will be
for the executive or how likely it will be for the company to achieve that target. We bring your
attention to the first full paragraph on page 20 where this is discussed.

    3.

    Please confirm in future filings you will provide a more detailed description of the
“administrative services” that were provided to Mr. Stanley M. Bergman for “Other Benefits and
Perquisites.” Please provide us draft disclosure.

    Pursuant to the Staff’s comment, we confirm that we will provide a more detailed description of
the “administrative services” that were provided to Mr. Bergman for “Other Benefits and
Perquisites” in future filings, based on the following draft disclosure:

    “The administrative services include clerical and secretarial
assistance designed primarily to minimize the amount of time Mr.
Bergman devotes to administrative matters other than Company
business, to provide opportunities for Mr. Bergman to undertake,
among other things, philanthropic causes, social responsibility
activities and non-business-related leadership roles.”

* * * * *

     Please contact me should you have any questions or additional comments.

Very truly yours,

    /s/ Julie M. Allen

    Julie M. Allen

    cc:

     Michael S. Ettinger (Henry Schein, Inc.)

Jennifer Ferrero (Henry Schein, Inc.)

Andrea S. Rattner (Proskauer Rose LLP)

EXHIBIT A

Supplementally provided to the Staff pursuant to the procedures set forth in 17 C.F.R. § 200.83.

CORRESP
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HENRY SCHEIN, INC.

135 Duryea Road

Melville, New York 11747

June 3, 2011

VIA ELECTRONIC TRANSMISSION

John Reynolds

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:

    Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 25, 2010

Filed February 22, 2011

Definitive Proxy filed on Schedule 14A

Filed April 8, 2011

File No. 000-27078

Dear Mr. Reynolds:

     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, 2010 and the Definitive Proxy filed
on Schedule 14A of Henry Schein, Inc. (the “Company”), in your letter dated May 27, 2011 (the
“Comment Letter”).

     By virtue of this letter, the Company hereby requests an extension to June 27, 2011 to respond
to the Comment Letter.

     Please contact me at (631) 843-5993 should you have any questions.

    Very truly yours,

HENRY SCHEIN, INC.

    By:
    /s/ Michael S. Ettinger

    Name:
    Michael S. Ettinger

    Title:
    Senior Vice President and
 General Counsel

May 27, 2011
Via E-Mail
Stanley M. Bergman, Chief Executive Officer  Henry Schein, Inc. 135 Duryea Road  Melville, NY 11747
Re: Henry Schein, Inc.
  Form 10-K for the Fiscal Year Ended December 25, 2010   Filed February 22, 2011   Definitive Proxy filed on Schedule 14A
Filed April 8, 2011 File No. 000-27078

Dear Mr. Bergman:

We have reviewed your filing and related doc uments and have the following comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Definitive Proxy filed on April 8, 2011

 Compensation Discussion and Analysis, page 15

1. We note your Performance Incentive Plan (“PI P”) for 2010 consists of business financial
goals, a 2010 EPS Target, and individual objec tives, but you only provide disclosure of
your 2010 EPS Target on pages 18 and 19 of your proxy statement.  Please confirm in
future filings that you will provide narrative and quantitative disclosure of the business
financial goals and individua l objectives components of your PIP for your named
executive officers.  Please provide us draft disclosure based on the 2010 awards.

Stanley M. Bergman
Henry Schein, Inc. May 27, 2011 Page 2

 2. We note you issued restricted stock in Ma rch 2011 under your Long Term Incentive Plan
(“LTIP”) based on achievement of target performance EPS goal set in March 2008, as
discussed on pages 19 and 20 of your proxy st atement.  Please confirm that you will
provide in future filings the specific EPS performance goals under the LTIP that result in
the issuance of restricted st ock or other equity compensa tion.  Please provide us draft
disclosure based on the payout in March 2011.  If you will seek to omit these targets
pursuant to Instruction 4 to Item 402(b)  of Regulation S-K, please provide us
supplementally your analysis of why you be lieve such disclosure would cause you
competitive harm.

3. Please confirm in future filings you will prov ide a more detailed description of the
“administrative services” that  were provided to Mr. Stan ley M. Bergman for “Other
Benefits and Perquisites.”  Pleas e provide us draft disclosure.

Questions may be directed to Edwin S. Ki m at (202) 551-3297 or me at (202) 551-3790
for any issue.

Sincerely,
         /s/ John Reynolds          John Reynolds
Assistant Director

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May 2, 2011

VIA ELECTRONIC TRANSMITTAL

Mr. John Reynolds, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

     Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 25, 2010

Filed February 22, 2011

File No. 000-27078

Dear Mr. Reynolds:

In response to your letter dated April 5, 2011 regarding your review of the above referenced
filing, the following represents our responses corresponding to the numbered comments in your
letter.

Consolidated Financial Statements

Management Discussion & Analysis, page 37

    1.

    We note that you do not provide a discussion of cost of sales for each segment. Please add or
expand your gross profit discussion to quantify and discuss the significant drivers of cost of
sales. One of the primary objectives of MD&A is to give readers a view of the company through
the eyes of management, and to do this, companies should identify and address those key
variables and other qualitative and quantitative factors which are peculiar to and necessary
for an understanding and evaluation of the individual company. Please refer to Item 303(a) of
Regulation S-K and to our Release 33-8350, available on our website at
www.sec.gov/rules/interp/33-8350.htm. Please provide us with the text of your proposed
disclosure to be included in future filings based on your MD&A as of December 31, 2010.

    We will comply with the above request in our future filings beginning with our Form 10-Q filing
for the quarter ended March 26, 2011. Please see Exhibit A to this letter containing the text
of our proposed disclosure of gross profit to be included in future filings based on our
Management Discussion and Analysis for the year ended December 25, 2010.

Notes to the Consolidated Financial Statements

Note 9 — Business Acquisitions, Discontinued Operations, Divestitures and Other Transactions Acquisitions, page 79

    2.

    We note that you acquired a majority interest in Butler Animal Health Holding Company,
LLC (BAHS) for $351.1 million effective December 31, 2009. We note that you contributed some
assets, assumed debt and paid some cash to complete this acquisition.
Please clarify

    the
various components of the total consideration and which amounts were cash and non-cash and
whether it was recorded at fair value. Please discuss if there was any contingent
consideration. Please provide us with the text of your proposed disclosure to be included in
future filings.

    We contributed $86.0 million of net assets (which did not include any cash), we incurred
$127.0 million incremental debt used primarily to finance Butler Holding stock redemptions,
and we paid $41.9 million in cash. Beginning with our Form 10-Q filing for the quarter ended
March 26, 2011, we propose to include the following disclosure within our footnote on Business
Acquisitions.

    Total consideration for the acquisition of BAHS, including $96.1 million of value for
noncontrolling interests, was $351.1 million, summarized as follows:

    Net cash consideration paid by Henry Schein, Inc.

    $
    41,990

    Net book value of the United States animal health operations’
assets and liabilities contributed

    86,048

    Fair value of noncontrolling interest in BAHS

    96,110

    Incremental debt incurred

    127,000

    Total consideration

    $
    351,148

    Please note that there was no contingent consideration for our acquisition of the majority
interest in BAHS.

    Please see Exhibit B to this letter containing the full text of our proposed disclosure of the
BAHS acquisition to be included in future filings. (Note that Exhibit B also includes proposed
text addressing item 4 below.)

    3.

    We note your disclosure on page 46 that BAHS incurred approximately $320.0 million of debt
(of which $37.5 million was provided by Henry Schein, Inc.) in connection with the acquisition
of a majority interest in BAHS. Please reconcile this debt to the $200 million bank
indebtedness in the allocation of the consideration for the acquisition on page 79.

    We provide the following (amounts in millions):

    Existing bank indebtedness of BAHS at the acquisition date

    $
    200

    Incremental debt incurred

    127

    Other

    (7
    )

    Resulting debt at closing of acquisition

    $
    320

2

    4.

    You state total consideration for the acquisition of BAHS included $96.1 million of value
for noncontrolling interests. Please revise to disclose how this amount was computed and if
it represents the fair value of the noncontrolling interest in the acquiree at the
acquisition date and the valuation technique(s) and significant inputs used to measure the
fair value of the noncontrolling interest as required by FASB 805-20-50-1(e). Please provide
us with the text of your proposed disclosure to be included in future filings.

    We will include the following disclosure within our footnote on Business Acquisitions
beginning with our Form 10-Q filing for the quarter ended March 26, 2011.

    “We estimated the $96.1 million fair value of noncontrolling interest in BAHS as of the
acquisition date by applying an income approach as our valuation technique. Our income
approach followed a discounted cash flow method, which applied our best estimates of future
cash flows and an estimated terminal value discounted to present value at a rate of return
taking into account the relative risk of the cash flows. To confirm the reasonableness of the
value derived from the income approach, we also analyzed the values of comparable companies
which are publicly traded.”

    Please see Exhibit B to this letter containing the full text of our proposed disclosure of the
BAHS acquisition to be included in future filings. (Note that Exhibit B also includes proposed
disclosures related to item 2 above.)

Note 15 — Segment and Geographic Data, page 92

    5.

    We note that you have aggregated four operating segments in your healthcare distribution
reporting segment which represent 97% of your total revenues. Given the wide range of products
categories being aggregated in this reportable segment (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 for dental, medical and animal health), please help us understand how you have met
the aggregation criteria in ASC 280-10-50-11. Please provide us with your analysis of the
economic characteristics and trends for each of the last three fiscal years. Please include
detailed explanations for any apparent differences in economic characteristics and trends.
Explain why each of these differences would not be considered an indication of differences in
economic characteristics between these operating segments and your basis for concluding that
each difference was only temporary.

    We have concluded that our dental, medical, animal health and international operating segments
exhibit similar long-term financial performance and have similar economic characteristics.
We have also concluded that our operating segments have similar
operating characteristics in all of the areas required by ASC 280-10-50-11 that are applicable
to our business. We provide below the basis for our conclusions.

3

    Economic characteristics

    With respect to your request that we provide our analysis of the economic characteristics and
trends of our healthcare distribution reportable segment for each of the last three years, we
refer you to Exhibit C, which summarizes the net sales, operating income, and operating income
as a percentage of net sales (“operating margin”) for the fiscal years ended 2010, 2009, and
2008.

    We are supplementally providing Exhibit C 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. Exhibit
C, and the information contained therein, are nonpublic and confidential and remain the
property of Henry Schein, Inc. We hereby request that Exhibit C, and all copies thereof, be
returned to the undersigned promptly following completion of your review thereof.

    Although we have considered other financial measures, we have always judged operating margin
to be the best indicator of economic characteristics when evaluating the aggregation criteria
given our specific facts and circumstances. Internally our businesses are analyzed
principally based on operating income because, as discussed in our financial statements, costs
related to purchasing, receiving, inspections, warehousing, internal inventory transfers and
other costs of our distribution network are included in selling, general and administrative
expenses along with other operating costs. Operating income also serves as a primary component
in determining the business segments leaders’ incentive bonus compensation. Additionally, when
we evaluate acquisition targets, we focus on the target’s operating income, operating margin
and return on investment.

    As indicated in Exhibit C, operating income margins are relatively consistent across our
operating segments. The dental operating segment is able to achieve higher operating margins
due primarily to its relative product and customer mix. Although we offer a wide range of
common products across the dental, medical, and animal health operating segments, the mix of
those products varies. For example, the contribution of pharmaceutical products to revenues
is greater in the medical and animal health businesses than in dental. These sales generally
result in lower operating margins. Conversely, the dental business gets a more significant
portion of its sales from private label products as compared to our medical and animal health
businesses. Sales of our private label products often achieve operating margins that exceed
our overall average operating margin. Additionally, differences in customer mix contribute to
the variances in the respective operating margins. For example, the dental business has
relatively fewer large-group customers than the medical and animal health operating segments.
Large-group customers tend to have greater purchasing power resulting in lower operating
margins.

    Regarding the trends in operating margin as illustrated in Exhibit C, we expect medical
operating margins to continue to improve due to ongoing initiatives that we expect will
improve pricing while leveraging costs. We also expect animal health operating margins to
stabilize and improve in future years as our integration of BAHS is complete and we
introduce pricing and cost-containment strategies similar to those applied over the years in
our dental business. Conversely,

4

    the dental operating segment, as indicated by its relatively
flat operating margin in recent years, will likely not have as significant growth in its
operating margins in the coming years.

    We also believe our operating segments have similar growth rates and react to changes in
similar ways. From a macroeconomic perspective, we estimate that prior to the recent
recession, the dental, medical, animal health and international markets grew at a 4% to 6%
annual rate. During the recession, we believe market growth rates have been flat to negative
low-single digits annually in each of our operating segments. In addition, from a Company
perspective, we have not experienced any significant volatility in one operating segment
versus the others in recent years. As indicated in the net sales and operating margin figures
in Exhibit C, there has not been a substantial variance in year-over-year performance that was
specific to a particular operating segment. (Note the significant increase in animal health
sales in 2010 was due to the acquisition of BAHS. The decrease in operating margin in 2010 in
our animal health operating segment was primarily due to the integration costs incurred
following the acquisition.) This period covers the recent recession as well as the more
recent beginning of the economic recovery. As disclosed in our release of 2010 earnings, on a
constant currency basis, our internal growth (i.e., rate of growth excluding acquisitions) in
net sales in each of our operating segments is similar. Such growth in 2010 for our dental,
medical, animal health, and international operating segments was 2.2%, 2.3%, 0.6%, and 4.0%,
respectively.

    Operating characteristics

    Our response below focuses on the operating similarities of our dental, medical and animal
health activities in North America. The characteristics of these activities are substantially
the same in our international operations. Accordingly, the support for aggregating our North
American operations provided herein applies to our international operating segment as well.
With specific reference to the requirements of ASC 280-10-50-11, please note the following:

(a) The nature of the products and services

    Although we do sell a broad range of products, as described on page 92 of our Form 10-K,
substantially all the products may be categorized as healthcare products. The intent of
listing these products is to inform investors of our wide range of products and our ability to
serve as the principal (“one-stop”) supplier to customers in the healthcare field. Numerous
product groups are offered to customers across all of our operating segments, including hand
instruments, infection control products, surgical products, gloves, wound closure products,
pharmaceutical products and equipment. Given the large number and wide range of common
product offerings, we do not manage our business by product and service categories.
Product-related functions, such as procurement and warehousing, are managed centrally. We also
have a centralized group that focuses on marketing our dental, medical and animal health
private label products.

(b) The nature of the production processes

    This is not applicable to us due to our immaterial level of production activity. In 2010,
revenues generated by our manufacturing business units were approximately 2.2% of our total
consolidated revenues.

5

(c) The type or class of customer for their products and services

    Across all of our operating segments, our customer base has several common characteristics.
Substantially all of our customers are healthcare providers, including office-based
practitioners, health clinics, and private and public institutions. Our customers tend to
place relatively small orders (in 2010, our average order sizes were $425 for animal health
customers, $562 for dental customers, and $628 for medical customers) with frequent orders
being placed along with a requirement for quick delivery due to limited storage capacities at
their practice locations. Although we have a sales force that is distinct to each operating
segment, including sales specialists who focus on specific product categories, our sales
approach, including field sales consultants, telesales representatives, catalogs, etc., is
common to all our customers. Our customer service functions (delivery status and assistance,
customer queries, etc.) are provided by a single group of people who support all of our
operating segments.

(d) The methods used to distribute products or provide services

    Substantially all products within our healthcare distribution reportable segment are
distributed via third-party freight companies (i.e., United Parcel Service, etc.) from our
warehouses. Within our warehouses, products are stored based on cube size, frequency of
ordering, and any special handling requirements, such as refrigeration, and are not segregated
by operating segment. As indicated in (c) above, order sizes are relatively small, thus small
parcel delivery is the typical form of distribution.

    Our dental and medical operati

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HENRY SCHEIN, INC.

135 Duryea Road

Melville, New York 11747

April 7, 2011

VIA ELECTRONIC TRANSMISSION

John Reynolds

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:

    Henry Schein, Inc.

Form 10-K for the Fiscal Year Ended December 25, 2010

Filed February 22, 2011

File No. 000-27078

Dear Mr. Reynolds:

     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, 2010 of Henry Schein, Inc. (the
“Company”) in your letter dated April 5, 2011 (the “Comment Letter”).

     By virtue of this letter, the Company hereby requests an extension to May 3, 2011 to respond
to the Comment Letter.

     Please contact me at (631) 843-5993 should you have any questions.

    Very truly yours,

HENRY SCHEIN, INC.

    By:
    /s/ Michael S. Ettinger

    Name:
    Michael S. Ettinger

    Title:
    SVP & General Counsel

April 5, 2011
 Via E-mail

Stanley M. Bergman, Chief Executive Officer  Henry Schein, Inc. 135 Duryea Road  Melville, NY 11747
Re: Henry Schein, Inc.
  Form 10-K for the Fiscal Year Ended December 25, 2010   Filed February 22, 2011
File No. 000-27078

Dear Mr. Bergman:

We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Consolidated Financial Statements

Management Discussion & Analysis, page 37
 1. We note that you do not provide a discussion of  cost of sales for each segment.  Please
add or expand your gross profit discussion to quantify and discuss th e significant drivers
of cost of sales.  One of the primary objectives  of MD&A is to give readers a view of the
company through the eyes of management, and to do this, companies should identify and
address those key variables and other quali tative and quantitativ e factors which are
peculiar to and necessary fo r an understanding and evaluatio n of the individual company.
Please refer to Item 303(a) of Regulation S- K and to our Release 33-8350, available on
our website at www.sec.gov/rules/ interp/33-8350.htm.  Please provi de us with the text of
your proposed disclosure to be included in future filings based on your MD&A as of December 31, 2010.

Stanley M. Bergman
Henry Schein, Inc. April 5, 2011 Page 2

Notes to the Consolidated Financial Statements
Note 9 – Business Acquisitions, Discontinued Oper ations, Divestitures and Other Transactions
Acquisitions, page 79
 2. We note that you acquired a majority interest  in Butler Animal Health Holding Company,
LLC (BAHS) for $351.1 million effective December 31, 2009.  We note that you
contributed some assets, assumed debt and paid  some cash to complete  this acquisition.
Please clarify the various components of the total consideration and which amounts were
cash and non-cash and whether it was recorded at  fair value.  Please discuss if there was
any contingent consideration.  Please provide us  with the text of your  proposed disclosure
to be included in future filings.
 3. We note your disclosure on page 46 that BAHS incurred approximately $320.0 million of
debt (of which $37.5 million was provided by He nry Schein, Inc.) in connection with the
acquisition of a majority interest in BAHS.  Please reconcile this debt to the $200 million
bank indebtedness in the allocat ion of the consideration for the acquisition on page 79.
 4. You state total consideration for the acqui sition of BAHS included $96.1 million of value
for noncontrolling interests.  Plea se revise to disclose how this amount was computed and
if it represents the fair value of the no ncontrolling interest in the acquiree at the
acquisition date and the valuat ion technique(s) and significant  inputs used to measure the
fair value of the noncontrolling interest as required by FASB 805- 20-50-1(e).  Please
provide us with the text of your proposed disc losure to be included in future filings.
 Note 15 - Segment and Geographic Data, page 92

 5. We note that you have aggregated four operati ng segments in your healthcare distribution
reporting segment which represent 97% of your total revenues.  Give n the wide range of
products categories being aggregated in this  reportable segment (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 for de ntal, medical and animal health), please
help us understand how you have met the ag gregation criteria in ASC 280-10-50-11.
Please provide us with your an alysis of the economic characteristics and trends for each
of the last three fiscal years.  Please in clude detailed explanations for any apparent
differences in economic characteristics and tr ends.  Explain why each of these differences
would not be considered an indication of di fferences in economic characteristics between
these operating segments and your basis for concluding that each difference was only
temporary.

Stanley M. Bergman
Henry Schein, Inc. April 5, 2011 Page 3

Exhibits

6. We note that you have omitted various schedul es, exhibits, and/or various attachments
from Exhibits 4.1, 4.2, 10.28, 10.29, 10.32, and 10.33.  We also note that Exhibits 4.1,
4.2 and 10.28  have not been filed in execute d form.  Please confirm that you will file
Exhibits 4.1, 4.2, 10.28, 10.29, 10.32, and 10.33 in their entirety and in executed form with your next periodic report.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Questions may be directed to Blaise Rhodes at (202) 551-3774 or Nasreen Mohammed,
Assistant Chief Accountant, at (202) 551-3773 for accounting issues and Edwin S. Kim at (202)
551-3297 or me at (202) 551-3790 for all other issues.

Sincerely,
         /s/ John Reynolds          John Reynolds
Assistant Director

<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

 							February 10, 2006

Mr. Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747

	Re:	Henry Schein, Inc.
		Form 10-K for Fiscal Year Ended December 25, 2004
      Filed March 4, 2005
      Forms 10-Q for Fiscal Quarters Ended
      March 26, 2005, June 25, 2005, and September 24, 2005
		File No. 0-27078

Dear Mr. Paladino:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

								Sincerely,

								George F. Ohsiek, Jr.
      Branch Chief

</TEXT>
</DOCUMENT>

<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

January 23, 2006

Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attention:  Ms. Robyn Manuel

     Re:  Henry Schein, Inc.
          Form 10-K for Fiscal Year Ended December 25, 2004
          Filed March 4, 2005

          Forms 10-Q for Fiscal Quarters Ended
          March 26, 2005, June 25, 2005, and September 24, 2005

          File No. 0-27078

Dear Ms. Manuel:

In response to your letter dated December 23, 2005 regarding your review of the
above referenced filings, the following represents our responses that correspond
to the numbered comments in your letter:

1.  With reference to our Form 10-K disclosure that in connection with our
    purchase of the Demedis Group, we agreed to divest the portion of the
    business known as "M&W" shortly after the consummation of the acquisition,
    with such divestiture to be effected through exercising a put option back to
    the previous owners, you requested that we provide to you the business
    reasons for structuring the transaction this way. Further you expressed your
    interest in understanding why we structured the transaction this way rather
    than excluding M&W from the initial purchase altogether.

    The business reason for structuring the M&W acquisition as discussed above
    was a result of our making a concession during negotiations to accommodate
    the seller's desire to sell the Demedis Group as a whole. We believe this
    request resulted from the uncertainty of the value of the M&W business on a
    stand-alone basis. As we were engaged in a competitive, investment-banker
    led, process for the acquisition of the Demedis Group we accommodated the
    seller's desire to sell the Demedis Group as a whole but agreed with the
    seller on the put structure as a means of recovering the value of M&W in the
    event the regulatory authorities disallowed our retention of M&W.

    Further, you requested the amount of the original purchase price of the
    Demedis Group attributable to M&W, how this amount compares to the amount at
    which M&W was put back to the seller, and our basis in GAAP for treating any
    difference as an adjustment to the purchase price for the remainder of the
    Demedis Group.

                                       1
<PAGE>
    The amount of the original purchase price attributable to M&W was equal to
    and determined by the negotiated put amount.  The put amount represented an
    amount which the seller felt assured could be attained through a subsequent
    resale of M&W to another third party. Therefore, there was no difference
    and hence no adjustment necessary to the purchase price for the remainder of
    the Demedis Group.

2.  With reference to our Form 10-K disclosure that as part of the agreement to
    divest M&W, upon subsequent resale of M&W, we received a certain share of
    the net sale proceeds equal to $32.4 million, you requested that we provide
    our basis in GAAP for accounting for the proceeds received as a reduction in
    the purchase price for the Demedis Group, including the specific
    authoritative literature on which we relied in determining the proper
    accounting.

    All aspects of the M&W transaction, including the put and subsequent sharing
    in net proceeds from any subsequent resale of M&W, were negotiated as part
    of the agreement to purchase the Demedis Group. As mentioned in #1 above,
    the M&W transaction was structured as multi-step (original purchase, put
    back to the seller and subsequent sharing in the net resale proceeds) at the
    seller's request.

    We believe our accounting for all steps of the M&W transaction as one net
    transaction reflects the substance of the transaction. We believe the
    contemplated steps of the transaction, as provided for in the agreement to
    purchase the Demedis Group, are in substance purchase price adjustments.
    Although we are not aware of authoritative literature that specifically
    addresses this point, accounting for acquisitions often entails making
    purchase price adjustments for working capital and other items the acquired
    amounts of which are finalized post-acquisition. Such adjustments are
    typically based on formulas or definitions agreed to and stipulated in the
    purchase agreements. This was the case in this transaction, whereby the
    final determination of the value of the assets acquired was not known until
    post-acquisition (i.e. upon subsequent resale of M&W).

    The amount of the purchase price adjustment that resulted from not acquiring
    M&W was based on a formula, rather than a fixed amount. This was because,
    although we could agree with the seller on the value for the Demedis Group
    taken as a whole, we could not agree on the purchase price adjustment
    necessary in the event that M&W were excluded from the Demedis Group. When
    buyers and sellers cannot agree on value, "A business combination agreement
    may provide for the issuance of additional shares of a security or the
    transfer of cash or other consideration contingent on specified events or
    transactions in the future."(1) When contingent consideration is based on
    subsequent earnings, paragraph 27 of SFAS 141 requires that such
    consideration paid be reflected as an adjustment to the cost of the acquired
    company.

    We believe that the price adjustment based on the subsequent resale value
    is analogous to an adjustment based on earnings. The formula was designed to
    resolve an uncertainty regarding value at the acquisition date - not to
    reward us for holding M&W for a month. Accordingly, we concluded that the
    price adjustment should be reflected as an adjustment to the cost of the
    Demedis Group. We do not believe it would be appropriate to isolate the
    receipt of the $32.4 million from the original purchase and put of M&W,
    thereby creating income statement activity, from an arrangement to
    accommodate the seller's request that M&W not be carved-out from the Demedis
    Group prior to consummating the acquisition.

______________________________

(1) FASB Statement 141, Business Combinations, paragraph 25.

                                       2
<PAGE>
3.  With reference to our Form 10-K disclosure that in connection with our
    pending acquisition of the Demedis Group's business in Austria, we have
    prepaid to the seller EUR 11.0 million and if we fail to obtain regulatory
    approval for this acquisition, we may incur a shortfall between the EUR 11.0
    million we prepaid and the amount that will be returned to us, you requested
    that we provide the specific conditions under which we would not be refunded
    the entire EUR 11.0 million.

    We would not have been refunded the entire EUR 11.0 million to the extent
    that, if the regulatory authority disapproved of our purchase of the
    Austrian business, the business were sold to another third party, as
    required by the purchase agreement, and the net sale proceeds were less than
    EUR 11.0 million.

    With respect to your request that we inform you of our basis in GAAP for
    accounting for any such shortfall as an addition to goodwill of the Demedis
    Group, we believe the GAAP basis is the same basis for treating the $32.4
    million of net sale proceeds of the M&W business as a purchase price
    adjustment described in #2 above.

    It is important to note that in April 2005 the regulatory authorities
    approved our acquisition of the Austrian business, as disclosed in all of
    our 2005 Form 10-Qs. Such approval was contingent upon our divesting, at
    closing, a portion of the Austrian business, not using certain trade names,
    as well as other restrictions. Upon closing this transaction, this EUR 11.0
    million, less approximately EUR 1.0 million received in exchange for the
    divested portion of the business, was reclassified to the respective assets
    and liabilities acquired based on fair value.

4.  With respect to your request that we inform you how we are accounting for
    the embedded conversion feature present in our convertible debt and
    specifically whether we have bifurcated the embedded conversion feature from
    the host contract and accounted for it as a mark-to-market derivative
    liability under SFAS 133, we have not bifurcated the embedded conversion
    feature from the host contract and have not accounted for it separately as a
    mark-to-market derivative liability.

    With respect to your comment that, based on your understanding of the terms
    of the convertible debt, it appears that the embedded conversion feature
    meets the three criteria in paragraph 12 of SFAS 133 for bifurcation from
    the host contract, we do not concur with your assessment.

    We believe the conversion feature meets the scope exception characteristics
    of SFAS 133 Par. 11(a) which specifies that if the embedded option is
    indexed to our stock and would be classified in stockholders' equity, then
    the conversion feature would not be considered a derivative instrument under
    SFAS 133.  As you mention in your letter, EITF 01-6 and 00-19 provide
    further guidance on the application of this exception.

    EITF 01-6 clarifies that the contingency provisions of the conversion rights
    are considered indexed to a company's common stock provided that (1) the
    contingency provisions are not based on (a) an observable market, other than
    the market for the issuer's stock (if applicable), or (b) an observable
    index, other than those calculated or measured solely by reference to the
    issuer's own operations (for example, sales revenue of the issuer, EBITDA
    [earnings before interest, taxes, depreciation, and amortization] of the
    issuer, net income of the issuer, or total equity of the issuer), and (2)
    once the contingent events have occurred, the instrument's settlement amount
    is based solely on the issuer's stock.

                                       3
<PAGE>
    We believe that each contingency provision should be evaluated separately
    under SFAS 133.  Our convertible Notes are convertible if any of the
    following contingency provisions are met:

    1. during any fiscal quarter, if the closing price of our common stock for
       a period of at least 20 trading days in the period of 30 consecutive
       trading days ending on the last trading day of the preceding fiscal
       quarter is more than 130% of the conversion price on that 30th trading
       day;

    2. during the five business-day period following any 10 consecutive
       trading-day period in which the average of the trading prices of the
       Notes, as determined following a request from a holder to make a
       determination, for that 10 trading-day period was less than 98% of the
       average conversion value for the Notes during that period ("parity
       clause");

    3. if the Notes have been called for redemption; or

    4. upon the occurrence of specified corporate transactions (e.g. change of
       control or distribution of rights to all shareholders to obtain our
       common stock at a discount);

    The first contingency provision is clearly based on the market for our
    common stock.

    The second contingency provision is based on the trading value of our Notes
    as it compares to the average conversion value for the Notes. This
    contingency provision is based on our common stock to the same degree that
    all conversion rights are based on the price of an issuer's underlying
    common stock. In deciding whether to convert, holders typically base their
    decisions on the value of the common stock compared to the value of the
    future interest and principal payments that would be foregone if converted.
    When the parity clause is triggered, the conversion right ceases to be
    contingent on achieving a target stock price and essentially becomes a
    conventional conversion right. Both a conventional conversion right and
    conversion right contingent on a target stock price qualify for the SFAS 133
    paragraph 11(a) exception.

    The third and fourth contingency provisions are not based on any observable
    market or observable index, but only occur upon a contingent event.

    Once any of the contingency provisions occur, the settlement amount is based
    solely on the value of the stock regardless of whether payment is in the
    form of cash or a combination of cash with stock. Based on this analysis we
    believe that the conversion rights are indexed to our common stock.

    To further assess whether the conversion feature would be classified as
    stockholders' equity if it were freestanding, EITF 00-19 was considered.
    Because the holder of the Notes may not receive the entire proceeds in a
    fixed number of shares or the equivalent amount in cash (since we must
    settle the principal in cash and any premium in stock), the Notes are
    considered "non-conventional" and thus do not qualify for the scope
    exception in paragraph 4 of EITF 00-19. Therefore, EITF 00-19 paragraphs 12
    through 32 were considered.

                                       4

<PAGE>
    We believe we meet all of the criteria in paragraphs 12 through 32 of EITF
    00-19 (summarized below) and that the embedded conversion feature would be
    classified as equity if free-standing:

        *  Any provisions that could require net-cash settlement cannot be
           accounted for as equity - We meet this requirement. Our Notes (the
           "contract") do not include any provision that could require net-cash
           settlement of the conversion feature;

        *  The contract permits the Company to settle in unregistered shares -
           We meet this requirement;

        *  The Company has sufficient authorized and unissued shares available
           to settle the contract after considering all other commitments that
           may require the issuance of stock during the maximum period the
           derivative contract could remain outstanding - We meet this
           requirement. With respect to your reference to "the potentially
           infinite number of shares which could be required in order to settle
           the conversion with the holder" it is important to note that the
           maximum number of shares potentially issuable upon settlement of the
           Notes is not infinite but is equal to the number of shares that would
           be issuable under conventional convertible debt, less the amount
           required to be settled in cash (i.e. the principal amount of our
           Notes). The number of shares we would issue is 5,179,110 (calculated
           as the par value of $240 million divided by the conversion price of
           $46.34 per share), less an amount of shares equal to the par value
           divided by the then stock price. We are required to settle to the
           same value as under a conventional convertible debt, except through a
           combination of cash and shares. Therefore, the number of shares
           issued upon settlement will always be lower than that under a
           conventional convertible structure. In other words, as our stock
           price increases above the conversion price, thereby increasing the
           premium amount to be settled in stock, the settlement amount of each
           share also increases, thus limiting the number of shares issuable;

        *  The contract contains an explicit limit on the number of shares to be
           delivered in a share settlement - We meet this requirement. Refer to
           point above regarding quantification of the maximum number of
           issuable shares;

        *  There are no re

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

 					December 23, 2005

Mr. Steven Paladino
Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
135 Duryea Road
Melville, NY 11747

	Re:	Henry Schein, Inc.
		Form 10-K for Fiscal Year Ended December 25, 2004
      Filed March 4, 2005
      Forms 10-Q for Fiscal Quarters Ended
      March 26, 2005, June 25, 2005, and September 24, 2005
		File No. 0-27078

Dear Mr. Paladino:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended December 25, 2004

Note 7. Business Acquisitions and Divestiture, page 59
1. Reference is made to your disclosure that in connection with
your
purchase of the Demedis Group, you agreed to divest the portion of
the business known as "M&W" shortly after the consummation of the
acquisition, with such divestiture to be effected through
exercising
a put option back to the previous owners.  Please tell us the
business reasons for structuring the transaction this way.  While
we
understand that the German regulatory authorities would not permit
you to acquire M&W, we are interested to understand your business
reasons for buying M&W, only to turn around and put M&W back to
the
seller within one month, rather than excluding M&W from the
initial
purchase altogether.  Please tell us the amount of the original
purchase price attributable to M&W and how this amount compares to
the amount at which M&W was put back to the seller.  To the extent
there was any difference between the original purchase price
attributable to M&W and the amount you received when you put M&W
back
to the seller, please tell us in detail your basis in GAAP for
treating such difference as an adjustment to the purchase price
for
the rest of the Demedis Group.  Ensure you cite in your response
the
specific authoritative literature on which you relied in
determining
your accounting.
2. Reference is made to your disclosure that as part of the
agreement
to divest M&W, upon subsequent resale of M&W, you received a
certain
share of the net sale proceeds equal to $32.4 million.  Please
tell
us your basis in GAAP for accounting for the proceeds received as
a
reduction in the purchase price for the Demedis Group, including
the
specific authoritative literature on which you relied in
determining
the proper accounting.
3. Based on your disclosure, we understand that in connection with
your pending acquisition of the Demedis Group`s business in
Austria,
you have prepaid to the seller EUR 11.0 million.  We also
understand
that if you fail to obtain regulatory approval for this
acquisition,
you may incur a shortfall between the EUR 11.0 million you
prepaid,
and the amount that will be returned to you.  Please tell us the
specific conditions under which you would not be refunded the
entire
EUR 11.0 million that was prepaid.  Also tell us your basis in
GAAP
for accounting for any such shortfall as an addition to goodwill
of
the Demedis Group.

Note 8. Debt, page 61

4. Please tell us how you are accounting for the embedded
conversion
feature present in your convertible debt.  In particular, tell us
whether you have bifurcated the embedded conversion feature from
the
host contract and accounted for it as a mark-to-market derivative
liability under SFAS 133 and why or why not.
   In this regard, based on our understanding of the terms of the
convertible debt, it would appear that the embedded conversion
feature meets the three criteria in paragraph 12 of SFAS 133 for
bifurcation from the host contract.  If you disagree, please
advise
us in detail as to how you arrived at your conclusion.
   Moreover, once bifurcated from the host contract, it would
appear
that the embedded conversion option should be treated as a mark-
to-
market derivative liability pursuant to the guidance in SFAS 133
regarding accounting for derivative instruments, unless the
embedded
conversion option qualifies for the paragraph 11(a) scope
exception.
If you believe the conversion option qualifies for the paragraph
11(a) scope exception, please tell us in detail how you arrived at
this conclusion.  In crafting your response, please note that this
scope exception is a two step test, and both steps must be met to
qualify.
   The first step is to determine whether the instrument is
indexed
to a company`s own stock.  Since exercise of the conversion option
in
this case is contingent on certain events, please tell us whether
the
instrument is still considered to be solely indexed to the
company`s
own stock.  Refer to EITF 01-6 for guidance in analyzing whether
the
conversion option is indexed solely to the company`s own stock.
   The second step is to determine whether the embedded conversion
option would be classified in stockholders` equity if it were a
freestanding instrument.  To determine such classification, the
instrument must be analyzed under EITF 00-19, unless the
instrument
qualifies for the scope exception in paragraph 4 of EITF 00-19.
Based on the fact that the holder of the notes may realize the
value
of the conversion option in a variable number of shares, we do not
believe that the conventional convertible exception applies.  We
also
believe the fact that the holder will realize the value of the
conversion option in a combination of cash and shares precludes
characterization as conventional convertible.  If you disagree,
please tell us in detail how you arrived at this conclusion. If
you
agree that the instrument does not qualify for the conventional
convertible exception, but you nonetheless believe that the
embedded
conversion option would be classified as equity if freestanding,
please tell us in detail why you believe you meet each of the
criteria in paragraphs 12 through 32 of EITF 00-19, all of which
must
be met in order for the instrument to be classified in equity.  In
light of 1) the potentially infinite number of shares which could
be
required in order to settle the conversion with the holder, and 2)
the additional interest/liquidated damages that you must pay in
the
event of a registration default event, as defined, we are
particularly interested to understand your analysis under
paragraphs
14 through 24 of EITF 00-19.

	We may have further comment after reviewing your response.

Item 9A. Controls and Procedures, page 79
5. We note your principal executive and financial officers
concluded
that your disclosure controls and procedures were effective, "to
ensure that all material information required to be disclosed by
[you] in reports that [you] file or submit under the Exchange Act
is
recorded, processed, summarized and reported as specified in the
SEC`s rules and forms."  Please revise future filings to also
state,
if true, whether the same officers concluded the controls and
procedures were effective in "ensur[ing] that information required
to
be disclosed by an issuer in the reports that it files or submits
under the Act is accumulated and communicated to the issuer`s
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure."  See
Exchange
Act Rule 13a-15(e).  Additionally, please confirm to us that your
conclusion regarding effectiveness would not change had such
statements been included in this filing.
6. In future filings, please revise your disclosure regarding
changes
in internal control over financial reporting to identify any
changes,
rather than only significant changes, in your internal control
over
financial reporting that have materially affected, or are
reasonably
likely to materially affect, your internal control over financial
reporting.  See Item 308(c) of Regulation S-K.  Additionally,
given
this change, please confirm to us that there were no changes in
internal control over financial reporting during the fourth fiscal
quarter that materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.

Form 10-Q for Fiscal Quarter Ended March 26, 2005

Item 4. Controls and Procedures, page 28

Changes in Internal Control Over Financial Reporting, page 28
7. Please revise your future filings to remove all qualifying
language from your disclosure regarding changes in internal
control
over financial reporting.  You should state clearly whether or not
there were any changes during the quarter.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

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

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340, or in her absence, Robyn Manuel at (202) 551-3823 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3843 with any other
questions.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

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Mr. Paladino
Henry Schein, Inc.
December 23, 2005
Page 1 of 5

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