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 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 28, 2024,

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 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three

years in

the period

ended December

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

28,

2024,

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 25, 2025 expressed

an unqualified 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

Company’s

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

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 - Valuation of Acquired Intangible Assets

As described in Note 5 of the consolidated financial statements, the Company

acquired TriMed Inc. (“TriMed”) in

2024. As a result of this acquisition, management was required

to determine the fair values of the identifiable assets

acquired and liabilities assumed. In connection with the acquisition of TriMed, the Company recorded

$204 million

of identifiable intangible assets related to product development.

We identified the revenue growth rates for certain periods used in the determination of the fair value of the acquired

product development in the acquisition of TriMed as a critical audit matter. The principal consideration for our

determination was the subjective judgement required by management

in formulating these revenue growth rates.

Auditing these considerations involved especially subjective

and challenging auditor judgement due to the nature

and extent of audit effort required to address these matters.

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

acquired product development

in the

acquisition of TriMed

by: (i) reviewing

the historical performance

of

the acquired company utilizing their

financial statements, and (ii)

assessing the revenue projections against

industry metrics for certain periods.

/s/

BDO USA,

P.C.

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

New York, NY