Item 9A. Controls and Procedures

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”). Based on

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 26,

2020 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.

Changes in Internal Control over Financial Reporting

The combination of acquisitions and continued acquisition integrations undertaken

during the quarter and carried

over from prior quarters as well as changes to the operating methods of some

of our internal controls over financial

reporting due to the COVID-19 pandemic, when considered in the aggregate,

represents a material change in our

internal control over financial reporting.

During the quarter ended December 26, 2020,

we completed the acquisition of a dental business in North America

with approximate aggregate annual revenues of approximately $20

million.

In addition, post-acquisition integration

related activities continued for our global dental and North American

medical businesses acquired during prior

quarters, representing aggregate annual revenues of approximately $370 million.

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.

All acquisitions and continued acquisition integrations involve necessary

and appropriate change-management

controls that are considered in our annual assessment of the design and operating effectiveness of

our internal

control over financial reporting.

In addition, as a result of a combination of continued governmental imposed

and Company directed closures of

some of our facilities due to the COVID-19 pandemic, we have had

to maintain a number of changes to the

operating methods of some of our internal controls. For example, moving

from manual sign-offs and in-person

meetings to electronic sign-offs and electronic communications such as email and

telephonic or video conference

due to out-of-office working arrangements. However, the design of our internal control framework and objectives

over financial reporting remains unchanged and we do not believe that

these changes have materially affected, or

are reasonably likely to materially affect, the effectiveness of our internal control over financial

reporting.

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 of Directors regarding the

preparation and fair presentation of

published financial statements.

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 26, 2020.

The effectiveness of our internal control over financial reporting as of December 26,

2020 has been independently

audited by BDO USA, LLP, 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Henry Schein, Inc.

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

26, 2020, 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

material

respects,

effective

internal

control

over

financial

reporting

as

of

December

26,

2020,

based on the COSO criteria.

We

also

have

audited,

in

accordance

with

the

standards

of

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”),

the

consolidated

balance

sheets

of

the

Company

as

of

December

26,

2020

and

December

28,

2019, the

related

consolidated statements

of

income, comprehensive

income,

stockholders’ equity,

and

cash

flows

for

each

of

the

three

years

in

the

period

ended

December

26,

2020,

and

the

related

notes

and

schedule and our report dated February 17, 2021 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

effectiveness

of

internal

control

over

financial

reporting,

included

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

accounting

firm

registered

with

the

PCAOB and

are

required

to

be

independent

with

respect

to

the

Company in

accordance

with

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

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

internal

control

over

financial

reporting

was

maintained

in

all

material

respects.

Our

audit

included

obtaining

an

understanding

of

internal

control

over

financial

reporting,

assessing

the

risk

that

a

material

weakness

exists,

and

testing

and

evaluating

the

design

and

operating

effectiveness

of

internal

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.

Definition and Limitations of Internal Control over Financial Reporting

A

company’s

internal

control

over

financial

reporting

is

a

process

designed

to

provide

reasonable

assurance

regarding the

reliability of

financial reporting

and the

preparation of

financial statements

for external

purposes in

accordance

with

generally

accepted

accounting

principles.

A

company’s

internal

control

over

financial

reporting

includes

those

policies

and

procedures

that

(1)

pertain

to

the

maintenance

of

records

that,

in

reasonable

detail,

accurately and

fairly reflect

the transactions

and dispositions

of the

assets of

the company;

(2) provide

reasonable

assurance

that

transactions

are

recorded

as

necessary

to

permit

preparation

of

financial

statements

in

accordance

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

reasonable

assurance

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,

internal

control

over

financial

reporting

may

not

prevent

or

detect

misstatements.

Also,

projections

of

any

evaluation

of

effectiveness

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, LLP

New York

,

NY

February 17, 2021