Item 9A. Controls and Procedures

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including

our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this annual report as

such term is defined in Rules 13a-15(e) and

15d-15(e) promulgated under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Based on

this evaluation, our management, including our principal executive

officer and principal financial officer,

concluded that our disclosure controls and procedures were effective as of December 30,

2023, to ensure that all

material information required to be disclosed by us in reports that we file

or submit under the Exchange Act is

accumulated and communicated to them as appropriate to allow timely

decisions regarding required disclosure and

that all such information is recorded, processed, summarized and reported

within the time periods specified in the

SEC’s rules and forms, and the rules of the Nasdaq stock exchange.

Changes in Internal Control over Financial Reporting

During the quarter ended December 30, 2023, we acquired a 90% voting

equity interest in Shield, a supplier of

homecare medical products headquartered in California.

The full integration of this acquisition, as well as our

previously reported acquisitions of S.I.N and Biotech Dental, extended

beyond year-end and, therefore, we

excluded Shield, Biotech Dental, and S.I.N., which together represent

less than 1.5% of our total net sales, from our

annual assessment of internal control over financial reporting as of December

30, 2023, as permitted by SEC staff

interpretive guidance for newly acquired businesses.

Post-acquisition integration related activities for other dental and

medical businesses acquired during 2023 across

the U.S., Europe, Brazil, Australia, and China were included in

our annual assessment of internal control over

financial reporting as of December 30, 2023.

These acquisitions, the majority of which utilize separate information

and financial accounting systems, have been included in our consolidated financial

statements since their respective

dates of acquisition.

Finally, we continued systems implementation activities in the U.S. for two of our dental businesses.

The combination of acquisitions (including Shield, S.I.N., and Biotech

Dental), continued acquisition integrations

and systems implementation activities undertaken during the quarter

and carried over from prior quarters when

considered in the aggregate, represents a material change in our

internal control over financial reporting.

During the quarter, all acquisitions, continued acquisition integrations and systems implementation activities

involve necessary and appropriate change-management controls

that are considered in our quarterly assessment of

changes in our internal control over financial reporting.

In October 2023, we experienced a cybersecurity incident that primarily

affected the operations of our North

American and European dental and medical distribution businesses.

Once we became aware of the issue, as part of

the Company’s incident response plan, we took precautionary actions to contain the incident including shutting

down connectivity to networks and key business, operating and financial

accounting systems globally.

In addition

to notifying affected and potentially affected third parties and all relevant law enforcement

authorities, we engaged

external cyber-security experts to support our assessment of the cyber-incident’s impact as well as sanitize, rebuild

and restore our affected systems and applications.

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 parties 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 remediated.

In order to mitigate the impact of this disruption on our systems and on our

ability to service customers, alternative

procedures and controls were temporarily implemented.

Management’s

Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting,

as such term is defined in Exchange Act Rule 13a-15(f).

Our internal control system is designed to provide

reasonable assurance to our management and Board regarding the preparation

and fair presentation of published

financial statements.

Under the supervision and with the participation of our management,

including our principal

executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal

control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013), updated

and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.

Based on our evaluation

under the COSO Framework, our management concluded that our

internal control over financial reporting was

effective at a reasonable assurance level as of December 30, 2023.

The effectiveness of our internal control over financial reporting as of December 30,

2023, has been independently

audited by BDO USA, P.C., an independent registered public accounting firm, and their attestation is included

herein. The evaluation of internal controls involves judgment.

Our external auditor has concluded that the

Company has a material weakness resulting from the aggregation of certain

control deficiencies at the application

control level related to logical and user access management and segregation of

duties.

The Company agrees that

there are control deficiencies that our external auditor has identified, all of which

either have been addressed or are

being addressed. The Company’s management has considered the control deficiencies identified by our

external

auditor, and believes that, individually and in aggregate, they do not result in a material weakness.

A material

weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

that

there is a reasonable possibility that a material misstatement of the

company’s financial statements will not be

prevented or detected on a timely basis.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

that the objectives of the internal control system are met.

Because of the inherent limitations of any internal control

system, no evaluation of controls can provide absolute assurance that

all control issues, if any, within a company

have been detected.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Henry Schein, Inc.

Melville, NY

Opinion on Internal Control over Financial Reporting

We

have audited Henry

Schein, Inc.’s

(the “Company’s”)

internal control over

financial reporting as

of December

30, 2023, based on

criteria established in Internal Control

– Integrated Framework (2013) issued

by the Committee

of Sponsoring Organizations of the Treadway Commission (the

“COSO criteria”). In our opinion, the Company did

not maintain,

in all

material respects,

effective internal

control over

financial reporting

as of

December 30,

2023,

based on the COSO criteria.

We

do

not

express

an

opinion

or

any

other

form

of

assurance

on

management’s

statements

referring

to

any

corrective actions taken by the Company after the date of management’s assessment.

We

also

have

audited,

in

accordance

with

the

standards

of

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”),

the

consolidated

balance

sheets

of

the

Company

as

of

December

30,

2023

and

December

31,

2022,

the

related

consolidated

statements

of

income,

comprehensive

income,

changes

in

stockholders’ equity,

and cash

flows for

each of

the three

years in

the

period ended

December 30,

2023, and

the

related

notes

(collectively

referred

to

as

“the

financial

statements”)

and

our

report

dated

February

28,

2024

expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s

management is

responsible for

maintaining effective

internal control

over financial

reporting and

for

its

assessment of

the

effectiveness

of

internal control

over financial

reporting, included

in

the

accompanying,

“Item 9A, Management’s

Report on Internal

Control over Financial Reporting”. Our

responsibility is to express

an

opinion on the

Company’s internal

control over financial

reporting based on

our audit. We

are a public

accounting

firm

registered

with

the

PCAOB and

are

required

to

be

independent

with

respect

to

the

Company in

accordance

with

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require

that we plan

and perform the

audit to

obtain reasonable assurance

about whether effective

internal

control

over

financial

reporting

was

maintained

in

all

material

respects.

Our

audit

included

obtaining

an

understanding

of

internal

control

over

financial

reporting,

assessing

the

risk

that

a

material

weakness

exists,

and

testing

and

evaluating

the

design

and

operating

effectiveness

of

internal

control

based

on

the

assessed

risk.

Our

audit also included performing

such other procedures as we

considered necessary in the

circumstances. We

believe

that our audit provides a reasonable basis for our opinion.

A material

weakness is

a deficiency,

or a

combination of

deficiencies, in

internal control

over financial

reporting,

such

that

there

is

a

reasonable

possibility

that

a

material

misstatement

of

the

Company’s

annual

or

interim

consolidated

financial

statements

will

not

be

prevented

or

detected

on

a

timely

basis.

We

have

identified

the

following material weakness

that has not

been identified as

a material weakness

in management’s

assessment. The

material weakness in

internal control over

financial reporting is

related to logical

and user access

management and

segregation

of

duties,

at

the

application

control

level,

in

certain

information

technology

environments

at

certain

components.

There

is

a

reasonable

possibility

that

a

material

misstatement

of

the

Company’s

annual

or

interim

consolidated

financial

statements

with

respect

to

these

matters

would

not

have

been

prevented

or

detected

on

a

timely

basis.

This

material

weakness

was

considered

in

determining

the

nature,

timing,

and

extent

of

audit

tests

applied in

our audit

of the

2023 consolidated

financial statements,

and this

report does

not affect

our report

dated

February 28, 2024, on those consolidated financial statements.

As indicated in

the accompanying “Item

9A, Management’s

Report on Internal

Control over Financial

Reporting”,

management’s assessment of and conclusion on the effectiveness of internal control

over financial reporting did not

include

the

internal

controls

of

Shield

Healthcare,

Inc.,

S.I.N.

Implant

System,

and

Biotech

Dental,

which

were

acquired

during

the

year

ended

December

30,

2023,

and

are

included

in

the

consolidated

balance

sheet

of

the

Company

as

of

December

30,

2023,

and

the

related

consolidated

statements

of

income,

comprehensive

income,

changes

in

stockholders’

equity,

and

cash

flows

for

the

year

then

ended.

Shield

Healthcare,

Inc.,

S.I.N.

Implant

System, and

Biotech Dental,

together represent

less than

1.5% of

total net

sales for

the year

ended December

30,

2023. Management did not assess the effectiveness of internal control over financial reporting of Shield Healthcare,

Inc.,

S.I.N.

Implant

System,

or

Biotech

Dental

because

of

the

timing

of

the

acquisitions

which

were

completed

during the

year ended

December 30,

2023. Our

audit of

internal control

over financial

reporting of

the Company

also did

not include

an evaluation

of the

internal control

over financial

reporting of

Shield Healthcare,

Inc., S.I.N.

Implant System, or Biotech Dental.

Definition and Limitations of Internal Control over Financial Reporting

A

company’s

internal

control

over

financial

reporting

is

a

process

designed

to

provide

reasonable

assurance

regarding the

reliability of

financial reporting

and the

preparation of

financial statements

for external

purposes in

accordance

with

generally

accepted

accounting

principles.

A

company’s

internal

control

over

financial

reporting

includes

those

policies

and

procedures

that

(1)

pertain

to

the

maintenance

of

records

that,

in

reasonable

detail,

accurately and

fairly reflect

the transactions

and dispositions

of the

assets of

the company;

(2) provide

reasonable

assurance

that

transactions

are

recorded

as

necessary

to

permit

preparation

of

financial

statements

in

accordance

with generally

accepted accounting

principles, and

that receipts

and expenditures

of the

company are

being made

only

in

accordance with

authorizations of

management and

directors of

the

company; and

(3) provide

reasonable

assurance

regarding

prevention

or

timely

detection

of

unauthorized

acquisition,

use,

or

disposition

of

the

company’s assets that could have a material effect on the financial statements.

Because

of

its

inherent

limitations,

internal

control

over

financial

reporting

may

not

prevent

or

detect

misstatements.

Also,

projections

of

any

evaluation

of

effectiveness

to

future

periods

are

subject

to

the

risk

that

controls

may

become

inadequate

because

of

changes

in

conditions,

or

that

the

degree

of

compliance

with

the

policies or procedures may deteriorate.

/s/ BDO USA, P.C.

New York

,

NY

February 28, 2024