HENRY SCHEIN INC

Opinion on the Consolidated Financial Statements

We

have

audited

the

accompanying

balance

sheets

of

Henry

Schein,

Inc.

(the

“Company”)

as

of

27,

and

28,

2024,

the

related

of

income

and

comprehensive

income, changes in

stockholders’ equity,

and cash

flows for

each of

the three

years in

the period

ended December

27, 2025, and

the related notes

(collectively referred to

as the

“consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company at

December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three

years in

the period

ended December

27, 2025,

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 internal

control over financial reporting

as of December

27, 2025, based

on criteria

established in

Internal Control

– Integrated

Framework (2013)

issued by

the Committee

of Sponsoring

of

the

Treadway

Commission

(COSO)

and

our

report

dated

February

24,

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

Public

Company Accounting

Oversight Board

(United

States)

(PCAOB)

and

are required to be independent with

respect to the Company in accordance

with the U.S. federal securities laws and

the applicable 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 Notes 1 and 5 of the consolidated financial statements,

the Company acquired entities within the

Global Distribution and Value-Added Services, Global Specialty Products and Global Technology segments during

the year ended December 27, 2025 for total consideration of $392

The purchase price was allocated to the

assets acquired and liabilities assumed based on their respective

fair values on the date of acquisition.

The

Company estimated the fair value of identifiable intangible assets using

the relief-from-royalty method and the

multi-period excess earnings method which required the Company

to make significant estimates and assumptions,

including discount rates and projected revenue growth rates.

We identified the revenue growth rates for certain periods and the discount rates used in estimating the fair value of

certain trade name and customer relationships 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 rates used in developing

the fair value of the applicable 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 estimating the

fair value of

certain trade

name

and

customer

by:

(i)

reviewing

the

historical

performance

of

the

acquired

entity

utilizing its audited

financial statements, and (ii)

assessing the revenue projections against

industry metrics

for certain periods.

●

Utilizing

specialists with

skill

and

knowledge in

valuation to

evaluate the

reasonableness of

the

discount

rates

used

in

estimating

the

fair

value

of

certain

trade

name

and

customer

by

assessing

the

source information

underlying the

determination of

the discount

rates, developing

a range

of independent

estimates for the discount rates, and comparing those to the discount

rates selected by the Company.

/s/

BDO USA, P.C.

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

New York, New York