HENRY SCHEIN INC

Opinion on the Consolidated Financial Statements

We

have

audited

the

accompanying

balance

sheets

of

Henry

Schein,

Inc.

(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

“consolidated

statements”).

In

our

opinion,

the

consolidated financial

statements present

fairly,

in

all material

respects, the

financial position

of

the

Company at

December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three

years in

the period

ended December

30, 2023,

in conformity

with accounting

principles generally

accepted in

the

United States of America.

We

also

have

audited,

in

with

the

standards

of

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”),

the

Company's

control

over

as

of

30,

2023,

based

on

criteria

established

in

Internal

Control

–

Integrated

Framework

(2013)

issued

by

the

Committee

of

Sponsoring

Organizations

of

the

Treadway

Commission

(“COSO”)

and

our

report

dated

February

28,

expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are

the responsibility of the

Company’s management. Our

responsibility is

to

express

an

opinion

on

the

based

on

our

audits.

We

are

a

public

firm

registered

with

the

PCAOB

and

are

to

be

with

respect

to

the

Company

in

with

the

U.S.

federal

securities

laws

and

the

rules

and

regulations

of

the

Securities

and

Exchange Commission and the PCAOB.

We

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform

the

audit

to

obtain

about

whether

the

are

free

of

material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial

statements, whether

due to

error or

fraud, and

performing procedures

that respond

to those

risks. Such

procedures

included examining,

on a

test basis,

evidence regarding

the amounts

and disclosures

in the

consolidated financial

Our audits

also included

evaluating the

accounting principles

used

and significant

estimates made

by

management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that

our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical

audit matter

communicated below is

a matter

arising from

the current period

audit of

the consolidated

financial statements

that was

communicated or

required to

be communicated to

the Audit

Committee and that:

(1)

relates

to

accounts

or

disclosures that

are

to

the

financial statements;

and

(2)

involved

our

especially challenging,

subjective or

complex judgments.

The communication

of the

matter does

not

alter

in

any

way

our

opinion

on

the

statements,

taken

as

a

whole,

and

we

are

not,

by

communicating the

matter below,

providing a

separate opinion

on the

matter or

on the

accounts or disclosures to which it relates.

Business Acquisition

As

described

in

Note

of

the

statements,

the

Company

Shield

Inc.,

(“Shield”)

in

As

a

result

of

this

acquisition,

management

was

to

determine

the

fair

values

of

the

identifiable

assets

and

liabilities

assumed.

In

connection

with

the

of

Shield,

the

Company

recorded $156 million of identifiable intangible assets related to

customer relationships and lists.

We

identified management’s

judgements used to

determine the

revenue growth rates

and discount

rate used

in the

determination

of

the

fair

value

of

the

customer

relationships

and

lists

in

the

of

Shield

as

a

critical audit matter.

The principal considerations

for our determination

were the subjective

judgement required by

management in formulating the

revenue growth rates and

assessing the appropriateness of the

discount rate used in

developing

the

fair

values

of

the

acquired identifiable

intangible

assets.

Auditing

these

considerations

involved

especially

subjective

and

challenging

auditor

judgement

due

to

the

nature

and

extent

of

audit

effort

required to address these matters, including the extent of specialized

skill or knowledge needed.

The primary procedures we performed to address this critical audit matter

included:

●

Evaluating the reasonableness of the revenue growth rates used in the determination

of the fair values of the

customer

relationships

and

lists

in

the

of

Shield

by:

(i)

reviewing

the

historical

performance of

the

acquired company

using

their

audited financial

statements, and

(ii)

assessing revenue

projections against industry metrics and peer-group companies.

●

Utilizing

personnel

with

specialized

knowledge

and

skill

in

valuation

to

assist

in:

(i)

testing

the

source

information underlying

the determination

of the

discount rate,

and (ii)

developing a

range of

estimates of discount rates and

comparing those to the discount

rate selected by management in connection

with the determination of the fair value of the acquired customer relationships and lists in

the acquisition of

Shield.

/s/

BDO USA,

P.C.

We have served as the Company's auditor since 1984.

New York, NY