HENRY SCHEIN INC

ITEM 9A.

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”).

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 28, 2024,

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

The combination of 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.

As previously reported, the full integration of TriMed Inc. (“TriMed”)

will extend beyond year-end and, therefore, we excluded TriMed, which represents less than 0.5% of our total

net

sales, from our annual assessment of internal control over financial

reporting as of December 28, 2024,

as permitted

by related SEC staff interpretive guidance for newly acquired businesses.

During the quarter ended December 28, 2024,

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 consolidated financial statements since

their respective dates of acquisition.

Also, during the quarter ended December 28, 2024, we completed the systems

implementation activities for

implementing a new e-commerce system for our dental and medical

businesses in the UK.

Finally, we continued

systems implementation activities for our dental business in France and

Ireland.

All acquisitions, continued acquisition integrations and systems implementation

activities involve necessary and

appropriate change-management controls that are considered in our quarterly

assessment of the design and

operating effectiveness of our internal control over financial reporting.

The deficiencies in internal control over financial reporting identified

as of December 30, 2023 at the application

control level related to logical and user access management and segregation

of duties have continued to be the

subject of ongoing remediation, including implementation of specific

action plans and the testing/validation of

control operating effectiveness, which were substantially completed as of our year-end on December

28, 2024.

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

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 28, 2024.

The effectiveness of our internal control over financial reporting as of December 28,

2024, has been independently

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

herein.

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.

Shareholders and Board of Directors

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

28, 2024, 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

maintained,

in

all

respects,

effective

control

over

as

of

28,

2024,

based on the COSO criteria.

We

also

have

audited,

in

with

the

standards

of

the

Public

Company

Accounting

Oversight

Board

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December

30, 2023,

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

and the

related notes

and our

report dated February 25, 2025 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

of

control

over

reporting,

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

firm

registered

with

the

PCAOB and

are

to

be

with

respect

to

the

Company in

with

U.S.

federal

securities

laws

and

the

rules

and

regulations

of

the

Securities

and

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

control

over

was

maintained

in

all

respects.

Our

audit

obtaining

an

understanding

of

control

over

reporting,

assessing

the

risk

that

a

weakness

exists,

and

testing

and

evaluating

the

design

and

operating

of

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.

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

controls

of

TriMed

Inc.,

acquired

on

April

1,

2024,

and

which is

included in

the

consolidated balance

sheets of

the Company

as of

2024, and

the related

consolidated statements

of

income, comprehensive

income, changes

in stockholders’

equity,

and cash

flows for

the year

then ended.

TriMed

Inc. constituted less than 0.5% of total

net sales for the year ended

December 28, 2024. Management did not assess

the effectiveness of internal control

over financial reporting of TriMed

Inc. because of the timing of

the acquisition

completed on April

1, 2024. 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 TriMed Inc.

Definition and Limitations of Internal Control over Financial Reporting

A

company’s

control

over

is

a

process

designed

to

provide

regarding the

reliability of

financial reporting

and the

preparation of

financial statements

for external

purposes in

with

generally

accepted

principles.

A

company’s

control

over

includes

those

policies

and

procedures

that

(1)

pertain

to

the

maintenance

of

records

that,

in

detail,

accurately and

fairly reflect

the transactions

and dispositions

of the

assets of

the company;

(2) provide

that

transactions

are

recorded

as

necessary

to

permit

preparation

of

in

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

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,

control

over

may

not

prevent

or

detect

misstatements.

Also,

projections

of

any

evaluation

of

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

ITEM 9B.

Other Information