Item 4. 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 quarterly 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 July 1, 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.

Changes in Internal Control over Financial Reporting

On April 5, 2023, we acquired a 57% voting equity interest in Biotech Dental

(“Biotech Dental”),

which is a

provider of dental implants, clear aligners, and digital dental software

headquartered in France with operations

throughout Europe.

The full integration of Biotech Dental will extend beyond year-end

and, therefore, we

anticipate excluding Biotech Dental 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.

During the quarter ended July 1, 2023,

we completed the acquisition of dental businesses in Europe and South

America, a medical business in Australia and a technology business in

the U.S.

Also, post-acquisition integration

related activities continued for our dental and medical businesses acquired

during prior quarters.

These

acquisitions, the majority of which utilize separate information and

financial accounting systems, have been

included in our condensed consolidated financial statements since their respective

dates of acquisition.

We also completed systems implementation activities in China related to a new ERP system for a dental business.

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

The combination of acquisitions (including Biotech Dental), continued acquisition

integrations and systems

implementation activity 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.

All acquisitions, continued acquisition integrations and systems implementation

activity involve necessary and

appropriate change-management controls that are considered in our quarterly

assessment of changes in our internal

control over financial reporting.

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.

PART

II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For a discussion of Legal Proceedings, see

Note 10–Legal Proceedings

of the Notes to the Condensed Consolidated

Financial Statements included under Item 1.