Item 1A. RISK FACTORS

Referring to risk factors disclosed in Part 1, Item 1A, of our Annual Report

on Form 10-K for the year ended

December 31, 2022, and in particular the first risk factor under General Risks

addressing security risks associated

with our information systems, the third paragraph is amended and restated

as follows:

While we have implemented measures to protect our IS systems, such

measures may not prevent these events.

Any

such security incidents could disrupt our operations, harm our reputation, or

otherwise have a material adverse

effect on our business.

In addition to immaterial prior incidents, 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 cycle

management

and patient relationship management solutions business was not affected, and our

manufacturing businesses and our

equipment sales and service operations 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

customers and suppliers, informing them of both the incident and management’s efforts to mitigate its impact on

our daily operations. As previously disclosed, while our forensic investigation

is still ongoing, we have determined

that a data breach occurred.

We are notifying potentially affected parties as appropriate.

On November 22, 2023,

we experienced a disruption to our ecommerce platform and related

applications. The Company has restored its

ecommerce platform and certain other applications in the United States, Canada

and certain European

countries.

Our ecommerce platform in the remaining European countries

and other applications are expected to

follow shortly.

We

continue to review the impact of the incident on the Company’s business.

As previously

disclosed, we believe the incident will adversely impact our financial results

for the fourth quarter and full year

We maintain cyber insurance, subject to certain retentions and policy limitations.

There can be no assurance

that the insurance coverage we maintain is sufficient or will be available in adequate

amounts or at a reasonable

cost to cover costs and expenses related to security incidents.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

Purchases of equity securities by the issuer

Our share repurchase program, announced on March 3, 2003, originally

allowed us to repurchase up to two million

shares pre-stock splits (eight million shares post-stock splits) of our common

stock, which represented

approximately 2.3% of the shares outstanding at the commencement

of the program.

Subsequent additional

increases totaling $4.9

billion, authorized by our Board of Directors, to the repurchase program

provide for a total

of $5.0 billion (including $400 million authorized on February 8, 2023) of shares

of our common stock to be

repurchased under this program.

As of September 30, 2023, we had repurchased approximately $4.7 billion

of common stock (89,702,364 shares)

under these initiatives, with $315 million available for future common

stock share repurchases.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended September 30, 2023:

Total Number

Maximum Number

Total

of Shares

of Shares

Number

Average

Purchased as Part

that May Yet

of Shares

Price Paid

of Our Publicly

Be Purchased Under

Fiscal Month

Purchased (1)

Per Share

Announced Program

Our Program (2)

7/2/2023 through 8/5/2023

-

$

-

-

4,674,091

8/6/2023 through 9/2/2023

330,000

76.86

330,000

4,448,396

9/3/2023 through 9/30/2023

329,681

74.72

329,681

4,242,422

659,681

659,681

(1)

All repurchases were executed in the open market under our existing publicly announced authorized program.

(2)

The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the

closing price of our common stock at that time.

This table excludes shares withheld from employees to satisfy minimum tax withholding

requirements for equity-based transactions.