What changed in this filing

/stocks — the workspaceLOADING

Item 1B. Unresolved Staff Comments

2025-02-25 compared with 2024-02-28 · 46 added, 66 removed, 106 unchanged (51% of the section changed)

19 unchanged sentences

we define “information systems” in a manner consistent with the definition

contained in the new rules recently

adopted by the SEC to mean “electronic information resources, owned or used

by the registrant, including physical

or virtual infrastructure controlled by such information resources, or components

thereof, organized for the

collection, processing, maintenance, use, sharing, dissemination, or disposition

of the registrant's information to

maintain or support the registrant's operations.”

contained in the rules adopted by the

SEC to mean “electronic information resources, owned or used by the

registrant, including physical or virtual

infrastructure controlled by such information resources, or components thereof,

organized for the collection,

processing, maintenance, use, sharing, dissemination, or disposition

of the registrant's information to maintain or

support the registrant's operations.”

Cybersecurity Risk Management and Strategy

6 unchanged sentences

We maintain an Office of Cybersecurity (“OCS”), led by our Chief Information Security Officer (“CISO”), which

oversees the operations of our cyber risk mitigation strategy.

the operations of our cyber risk mitigation strategy.

The OCS is a cross-functional, enterprise-wide

5 unchanged sentences

Officer (“CTO”) and is comprised of over one hundred professionals that support our information

Our cyber risk mitigation strategy includes monitoring for

and addressing risks that materialize within

the Company’s information systems, as well as at our third-party vendors, suppliers and other third-party business

Our cyber risk mitigation strategy includes

for and addressing risks that materialize within

the Company’s information systems, as well as at our

vendors, suppliers and other third-party business

Our CISO reports to our CTO.

6 unchanged sentences

Our Vice President, Global CISO, who also serves as Vice

President and Head of the Office of Cyber Security, is a National Security Agency Certified Information Systems

Securities Engineer, has nearly 30 years of experience leading global cybersecurity programs, and received

Electrical Engineering and Computer Science from Lafayette College,

and a Master of Science, Business,

Information Technology Management from Johns Hopkins University.

The cybersecurity risk mitigation strategy

is also overseen by senior managers who are members of our Executive

Steering Committee, comprised of the

Company’s most senior technology, legal and internal auditing officers.

Our CEO is regularly briefed on issues,

incidents, and developments, and our Board oversees our risk mitigation

strategy principally through its Audit

Committee and Regulatory, Compliance and Cybersecurity Committee, as described in more detail below.

Index to Financial Statements

President and Head of the Office of Cyber Security, has over 30 years of experience leading global cybersecurity

and technology programs in large and complex corporations, and holds a Certified

Information Systems Security

Professional and a Certified Information Systems Auditor certification.

He also received a BS, Information

Technology and Security from Baker College.

The cybersecurity risk mitigation strategy is also overseen by

managers who are members of our Executive Steering Committee, comprised

of the Company’s most senior

technology, legal and internal auditing officers.

Our CEO is regularly briefed on issues, incidents, and

developments, and our Board oversees our risk mitigation strategy principally

through its Audit Committee and

Regulatory, Compliance and Cybersecurity Committee, as described in more detail below.

Our cybersecurity risk management program includes, among other

7 unchanged sentences

cybersecurity controls, and to respond to specific cybersecurity threats;

the review and assessment of past cybersecurity incidents with a view to learning

from those events to

the review and assessment of past cybersecurity incidents with a view to

learning from those events to

further strengthen our cyber risk mitigation strategy;

16 unchanged sentences

management team.

Prior Cybersecurity Incidents

Prior Cyber Incidents

In addition to immaterial and unrelated prior incidents at certain of

our subsidiaries, in October 2023 Henry Schein

experienced a cybersecurity incident that primarily affected the operations of our

North American and European

dental and medical distribution businesses.

Henry Schein One, our practice management software, revenue

management and patient relationship management solutions business, was

not affected, and our manufacturing

businesses were mostly unaffected.

Once we became aware of the issue, we took steps

to assess, contain and

remediate this incident.

We restored affected systems and applications, our distribution operations resumed and we

reactivated our ecommerce platform.

We also notified law enforcement and our employees, customers, suppliers

and investors, informing them of both the incident and management’s efforts to mitigate its impact on our daily

operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we

determined that the threat actor obtained personal and sensitive information

maintained on our systems belonging to

certain third parties and since that date we have notified affected and potentially affected parties

as appropriate.

The scope of personal and sensitive data impacted is still under investigation.

On November 22, 2023, we

experienced a related disruption to our ecommerce platform and related

applications, which has since been

As described in “Management’s Discussion & Analysis – 2023 Compared to 2022, the incident

adversely impacted our financial results for the fourth quarter and full year 2023.

We also expect some short-term

residual impact on our financial results in 2024.

It is part of the mission of our cybersecurity risk mitigation strategy to constantly

evolve our cybersecurity defenses

to adapt to evolving risks, and to learn from prior incidents, and we

have evaluated and continue to evaluate the

incident with the assistance of third-party expert consultants.

Members of the Audit Committee and Regulatory,

Compliance and Cybersecurity Committee of our Board of Directors are

conducting a review of the October 2023

cybersecurity incident, including the measures undertaken in response to the incident.

experienced a cyber incident that primarily affected the operations of our North American

and European dental and

medical distribution businesses.

Henry Schein One, our practice management software, revenue cycle

and patient relationship management solutions business was not affected, and

our manufacturing businesses were

mostly unaffected.

The October 2023 cyber incident disrupted key business operations,

adversely impacted our

financial results for the fourth quarter and full year 2023, diverted

attention of management, and caused the

Company to incur significant remediation costs.

The incident had residual impact on our financial results in 2024.

Cybersecurity Governance

18 unchanged sentences

more effectively and cost efficiently,

Index to Financial Statements

(v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters

11 unchanged sentences

Committee on at least a bi-annual basis.

Our CTO meets with Board members outside of the formal meetings on a

with Board members outside of the formal meetings on a

regular basis as well as in connection with specific cybersecurity issues or

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments