UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 25, 2005

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

 

HENRY SCHEIN, INC.
INDEX

		Page
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements:
Balance Sheets as of June 25, 2005 and December 25, 2004			3
Statements of Income for the three and six months ended June 25, 2005 and June 26, 2004			4
Statements of Cash Flows for the six months ended June 25, 2005 and June 26, 2004			5
Notes to Consolidated Financial Statements			6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			31
ITEM 4. Controls and Procedures			31
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			32
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
ITEM 4. Submission of Matters to a Vote of Security Holders			34
ITEM 6. Exhibits			34
Signature			35
EX-3.1: AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-10.1: CREDIT AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION

		June 25,				December 25,
		2005				2004
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	187,108			$	186,621
Accounts receivable, net of reserves of $45,198 and $44,852			580,699				554,666
Inventories			494,323				486,494
Deferred income taxes			30,633				28,795
Prepaid expenses and other			127,101				174,167
Total current assets			1,419,864				1,430,743
Property and equipment, net			184,287				176,103
Goodwill			629,096				627,215
Other intangibles, net			131,784				129,285
Investments and other			74,857				70,324
Total assets		$	2,439,888			$	2,433,670
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	322,256			$	367,213
Bank credit lines			4,302				5,969
Current maturities of long-term debt			8,356				3,906
Accrued expenses:
Payroll and related			91,515				89,431
Taxes			56,884				70,970
Other			140,158				156,410
Total current liabilities			623,471				693,899
Long-term debt			518,954				525,682
Deferred income taxes			72,198				66,599
Other liabilities			48,514				28,999
Minority interest			14,367				12,438
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized, none outstanding			—				—
Common stock, $.01 par value, 240,000,000 shares authorized, 87,127,631 outstanding on June 25, 2005 and 120,000,000 shares authorized, 86,650,428 outstanding on December 25, 2004			871				867
Additional paid-in capital			464,660				445,573
Retained earnings			676,105				615,265
Accumulated other comprehensive income			21,136				44,785
Deferred compensation			(388	)			(437	)
Total stockholders’ equity			1,162,384				1,106,053
Total liabilities and stockholders’ equity		$	2,439,888			$	2,433,670

See accompanying notes.

HENRY SCHEIN, INC.

		Three Months Ended								Six Months Ended
		June 25,				June 26,				June 25,				June 26,
		2005				2004				2005				2004
Net sales		$	1,141,620			$	945,690			$	2,243,030			$	1,832,321
Cost of sales			817,208				693,975				1,612,431				1,349,779
Gross profit			324,412				251,715				630,599				482,542
Operating expenses:
Selling, general and administrative			253,948				188,130				502,930				372,657
Operating income			70,464				63,585				127,669				109,885
Other income (expense):
Interest income			1,980				2,451				4,008				4,667
Interest expense			(5,227	)			(3,114	)			(11,598	)			(6,116	)
Other, net			(228	)			180				(569	)			331
Income before taxes, minority interest and equity in earnings of affiliates			66,989				63,102				119,510				108,767
Taxes on income			(24,787	)			(23,412	)			(44,219	)			(40,444	)
Minority interest in net income of subsidiaries			(2,476	)			(1,254	)			(2,527	)			(1,779	)
Equity in earnings of affiliates			248				300				435				585
Net income		$	39,974			$	38,736			$	73,199			$	67,129
Earnings per share:
Basic		$	0.46			$	0.44			$	0.84			$	0.77
Diluted		$	0.45			$	0.43			$	0.82			$	0.74
Weighted-average common shares outstanding:
Basic			86,927				87,829				86,818				87,699
Diluted			89,115				90,080				88,981				90,147

See accompanying notes.

HENRY SCHEIN, INC.

		Six Months Ended
		June 25,				June 26,
		2005				2004
Cash flows from operating activities:
Net income		$	73,199				$ 67,129
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			28,348				19,984
Provision for (recovery of) losses on trade and other accounts receivable			(50	)			1,153
Deferred income taxes			4,639				3,396
Undistributed earnings of affiliates			(435	)			(585	)
Minority interest in net income of subsidiaries			2,527				1,779
Other			10				88
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			(5,066	)			(14,933	)
Inventories			21,263				(21,150	)
Other current assets			34,015				9,698
Accounts payable and accrued expenses			(85,835	)			(7,943	)
Net cash provided by operating activities			72,615				58,616
Cash flows from investing activities:
Purchases of fixed assets			(22,033	)			(13,789	)
Payments for business acquisitions, net of cash acquired			(54,752	)			(135,807	)
Payments related to pending business acquisitions			—				(56,441	)
Proceeds from sales of marketable securities			—				14,472
Net proceeds from (payments for) foreign exchange forward contract settlements			15,515				(683	)
Other			(1,887	)			(3,305	)
Net cash used in investing activities			(63,157	)			(195,553	)
Cash flows from financing activities:
Net proceeds from (payments for) bank borrowings			(1,416	)			180,000
Repayments of debt assumed in business acquisitions			—				(113,779	)
Principal payments for long-term debt			(2,565	)			(1,710	)
Payments for establishing new credit facility			(650	)			—
Proceeds from issuance of stock upon exercise of stock options			19,053				17,878
Net proceeds from short-term bank borrowings			—				50,695
Payments for repurchases of common stock			(21,009	)			(45,964	)
Other			(559	)			(506	)
Net cash provided by (used in) financing activities			(7,146	)			86,614
Net change in cash and cash equivalents			2,312				(50,323	)
Effect of exchange rate changes on cash and cash equivalents			(1,825	)			(691	)
Cash and cash equivalents, beginning of period			186,621				157,351
Cash and cash equivalents, end of period		$	187,108				$106,337

See accompanying notes.

HENRY SCHEIN, INC.

(unaudited)

Note 1. Basis of Presentation

     Our consolidated financial statements include our accounts, as well as those of our wholly-owned and majority-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current period presentation.

     Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements.

     The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 25, 2004.

     The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the six months ended June 25, 2005 are not necessarily indicative of the results to be expected of any other interim period or for the year ending December 31, 2005.

Note 2. Segment Data

     We conduct our business through two segments: healthcare distribution and technology. These segments offer different products and services to the same customer base. The healthcare distribution segment consists of our dental, medical (including veterinary) and international groups. Products distributed consist of consumable products, small equipment, laboratory products, large dental equipment, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.

     Our dental group serves office-based dental practices, schools and other institutions in the combined United States and Canadian dental market. Our medical group serves office-based physician practices, surgical centers, other alternate-care settings, veterinarian clinics and other institutions throughout the United States. Our international group serves practices in 17 countries outside of North America and is what we believe to be a leading Pan-European healthcare supplier serving office-based dental, medical and veterinary practices.

     Our technology group provides software, technology and other value-added services to healthcare providers, primarily in the United States and Canada. Our value-added practice solutions include practice-management software systems for dental and medical practices and veterinary clinics. Our technology group offerings also include financial services and continuing education services for practitioners.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)

Note 2. Segment Data (Continued)

     The following tables present information about our business segments:

		Three Months Ended								Six Months Ended
		June 25,				June 26,				June 25,				June 26,
		2005				2004				2005				2004
Net Sales:
Healthcare distribution (1):
Dental (2)		$	462,147			$	388,879			$	898,669			$	746,919
Medical (3)			342,270				352,421				694,053				692,017
International (4)			314,680				183,828				606,778				353,384
Total healthcare distribution			1,119,097				925,128				2,199,500				1,792,320
Technology (5)			22,523				20,562				43,530				40,001
Total		$	1,141,620			$	945,690			$	2,243,030			$	1,832,321

		Three Months Ended								Six Months Ended
		June 25,				June 26,				June 25,				June 26,
		2005				2004				2005				2004
Operating Income:
Healthcare distribution		$	61,638			$	55,384			$	110,488			$	94,928
Technology			8,826				8,201				17,181				14,957
Total		$	70,464			$	63,585			$	127,669			$	109,885

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)

(unaudited)

Note 3. Stock-Based Compensation

     We account for stock option awards under the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Under this method, no compensation expense is recorded, provided the exercise price is equal to or greater than the quoted market price of the stock at the grant date.

     We make pro forma disclosures of net income and earnings per share as if the fair value-based method of accounting (the alternative method of accounting for stock-based compensation) had been applied as required by Financial Accounting Standard (“FAS”) No. 123, “Accounting for Stock-Based Compensation.” The fair value-based method requires us to make assumptions to determine expected risk-free interest rates, stock price volatility, dividend yield and weighted-average option life.

     Under the accounting provisions of FAS 123, our net income and earnings per share would have been adjusted to the pro forma amounts indicated in the table below. The prior period pro forma amounts have been adjusted as a result of revising our calculation of the fair value of stock-based compensation. These adjustments were not material to pro forma net income or earnings per share. The following assumptions were used in determining the fair values: weighted-average risk-free interest rates of 4.0% (2005) and 3.0% (2004), stock price volatility of 30.0%, dividend yield of 0.0% and weighted-average expected option life of five years for all periods presented:

		Three Months Ended								Six Months Ended
		June 25,				June 26,				June 25,				June 26,
		2005				2004				2005				2004
Net income as reported		$	39,974			$	38,736			$	73,199			$	67,129
Deduct: Tax affected stock-based compensation expense determined under fair value method			(3,017	)			(2,990	)			(5,368	)			(5,441	)
Pro forma net income		$	36,957			$	35,746			$	67,831			$	61,688
Earnings per share, as reported:
Basic		$	0.46			$	0.44			$	0.84			$	0.77
Diluted		$	0.45			$	0.43			$	0.82			$	0.74
Earnings per share, pro forma:
Basic		$	0.43			$	0.41			$	0.78			$	0.70
Diluted		$	0.42			$	0.40			$	0.76			$	0.68

     Beginning in the first quarter of 2006, in connection with our adoption of FAS 123(R) “Share-Based Payment,” stock-based compensation will be included in our results of operations. The method and assumptions used to determine the fair value of stock-based compensation under FAS 123(R) will be similar to those used under FAS 123. Additionally, we expect the effect of adopting FAS 123(R) on our results of operations to approximate the effect presented in the pro forma disclosure above.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)

(unaudited)

Note 4. Acquisitions

     On January 11, 2005, we acquired the dental distribution business of Ash Temple Limited (“Ash Temple”), a privately held full-service dental distributor based in Ontario, Canada with annual revenues of approximately $100 million. The operating results of Ash Temple are reflected in the accompanying financial statements since the date of acquisition.

     Ash Temple offers dental supplies, equipment, artificial teeth and repair parts, as well as services including office design and planning, equipment lease financing and limited consulting. Ash Temple was one of the largest diversified dental companies in Canada with 14 branches including five distribution centers servicing all 10 Canadian provinces and three territories. Ash Temple operations have been combined with Henry Schein Arcona, our Canadian dental business. They are currently operating under the new name Henry Schein Ash Arcona.

     On April 18, 2005, regulatory authorities approved our pending acquisition of our Demedis Group’s business in Austria, which operates under the Austrodent brand. This approval was contingent upon our divesting, at closing, a portion of Austrodent’s business, not using the Austrodent name as well as other restrictions. Of the total purchase price for the Demedis Group, $13.5 million (or EUR 11.0 million) was attributable to Austrodent, which was paid in 2004 and recorded as an other current asset. Upon acquiring Austrodent, this amount, less approximately $2.1 million received in exchange for the divested portion of the business, was reclassified based on the fair value of the remaining assets and liabilities acquired through a purchase price allocation, with an increase of $6.3 million to goodwill for the excess purchase price over fair value.

     In addition to the Ash Temple and Austrodent acquisitions, we completed other acquisitions in Australia, New Zealand and the United States which resulted in our recording approximately $6.6 million of goodwill through preliminary purchase price allocations during the six months ended June 25, 2005. These acquisitions were immaterial individually and in the aggregate.

     We recorded the assets and liabilities acquired for all our acquisitions using our best estimates of fair value through preliminary purchase price allocations. Such amounts are subject to change upon finalizing valuations.

Note 5. Earnings Per Share

     Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed similarly to basic, except it reflects the effect of common shares issuable upon exercise of stock options using the treasury stock method in periods in which they have a dilutive effect.

     The dilutive effect of our convertible debt will be reflected in diluted earnings per share by application of the “if converted” method. For the quarter and six months ended June 25, 2005, diluted earnings per share does not include the effect of common shares issuable upon conversion of our convertible debt because the principal is required to be settled in cash. If at any time, the debt is convertible at a premium as a result of the conditions of the debt, the amount in excess of the principal would be presumed settled in common shares and thereby reflected in our calculation of diluted earnings per share by application of the “if converted” method.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)

Note 5. Earnings Per Share (Continued)

     A reconciliation of shares used in calculating earnings per basic and diluted share follows:

		Three Months Ended								Six Months Ended
		June 25,				June 26,				June 25,				June 26,
		2005				2004				2005				2004
Basic			86,926,514				87,828,958				86,818,449				87,699,400
Effect of assumed conversion of employee stock options			2,188,401				2,250,810				2,162,724				2,447,274
Diluted			89,114,915				90,079,768				88,981,173				90,146,674

     Weighted-average options to purchase 1,567,021 shares of common stock at exercise prices ranging from $39.43 to $40.45 per share and 2,095,300 shares of common stock at an exercise price of $35.49 per share that were outstanding during the three months ended June 25, 2005 and June 26, 2004, were excluded from the computation of diluted earnings per share. Weighted-average options to purchase 948,023 shares of common stock at exercise prices ranging from $37.45 to $40.45 per share and 1,496,644 shares of common stock at an exercise price of $35.49 per share that were outstanding during the six months ended June 25, 2005 and June 26, 2004, were excluded from the computation of diluted earnings per share. In each of these periods, such options’ exercise prices exceeded the average market price of our common stock, thereby causing the effect of such options to be anti-dilutive.

Note 6. Comprehensive Income

     Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income, as these amounts are recorded directly as an adjustment to stockholders’ equity. Our comprehensive income primarily includes net income, foreign currency translation adjustments and unrealized gains and losses on hedging activities. Comprehensive income totaled $26.5 million and $49.6 million for the three and six months ended June 25, 2005, and $39.0 million and $62.3 million for the three and six months ended June 26, 2004.

Note 7. Supplemental Cash Flow Information

     Cash paid for interest and income taxes was:

		Six Months Ended
		June 25,				June 26,
		2005				2004
Interest		$	11,567			$	6,148
Income taxes			12,540				14,078

     During the six months ended June 25, 2005 and June 26, 2004, we had a $20.7 million non-cash net unrealized gain and a $2.1 million non-cash net unrealized loss related to hedging activities. For the same periods in 2005 and 2004, we also had a $1.0 million and a $6.0 million non-cash unrealized loss related to our interest rate swaps. Additionally, in connection with our acquisition of Austrodent, as previously discussed, during the six months ended June 25, 2005, we reclassified

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)

Note 7. Supplemental Cash Flow Information (Continued)

approximately $11.4 million ($13.5 million paid in 2004, less $2.1 million received in 2005 upon closing the acquisition) from other current assets to the respective assets and liabilities acquired.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12

Executive-Level Overview

     We are the largest distributor of healthcare products and services primarily to office-based healthcare practitioners in the combined North American and European markets. We serve more than 475,000 customers worldwide, including dental practices and laboratories, physician practices and veterinary clinics, as well as government and other institutions. We believe that we have a strong brand identity due to our more than 73 years of experience distributing healthcare products.

     We are headquartered in Melville, New York, employ nearly 11,000 people and have operations in the United States, Canada, the United Kingdom, the Netherlands, Belgium, Germany, France, Austria, Portugal, Spain, the Czech Republic, Luxembourg, Italy, Ireland, Switzerland, Australia and New Zealand. We also have affiliates in Iceland and Israel.

     We have established strategically located distribution centers to enable us to better serve our customers and increase our operating efficiency. This infrastructure, together with broad product and service offerings at competitive prices, and a strong commitment to customer service, enables us to be a single source of supply for our customers’ needs. Our infrastructure also allows us to provide convenient ordering and rapid, accurate and complete order fulfillment.

     We conduct our business through two segments: healthcare distribution and technology. These segments offer different products and services to the same customer base. The healthcare distribution segment consists of our dental, medical (including veterinary) and international groups. Products distributed consist of consumable products, small equipment, laboratory products, large dental equipment, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.

     Our dental group serves office-based dental practices, schools and other institutions in the combined United States and Canadian dental market. Our medical group serves office-based physician practices, surgical centers, other alternate-care settings, veterinarian clinics and other institutions throughout the United States. Our international group serves practices in 17 countries outside of North America and is what we believe to be a leading Pan-European healthcare supplier serving office-based dental, medical and veterinary practices.

     Our technology group provides software, technology and other value-added services to healthcare providers, primarily in the United States and Canada. Our value-added practice solutions include practice-management software systems for dental and medical practices and veterinary clinics. Our technology group offerings also include financial services and continuing education services for practitioners.

Industry Overview

     In recent years, the healthcare industry has increasingly focused on cost containment. This trend has benefited distributors capable of providing a broad array of products and services at low prices. It also has accelerated the growth of HMOs, group practices, other managed care accounts and collective buying groups, which, in addition to their emphasis on obtaining products at competitive prices, tend to favor distributors capable of providing specialized management information support. We believe that the trend towards cost containment has the potential to favorably affect demand for practice-management systems and software that can enhance the efficiency and facilitation of practice-management.

     Our operating results in recent years have been significantly affected by strategies and transactions we undertook to expand our business, domestically and internationally, in part to address significant changes in the healthcare industry, including consolidation of healthcare distribution companies, potential healthcare reform, trends toward managed care, cuts in Medicare and collective purchasing arrangements.

Industry Consolidation

     The healthcare products distribution industry, as it relates to office-based healthcare practitioners, is highly fragmented and diverse. This industry, which encompasses the dental, medical and veterinary markets, was estimated to produce revenues of approximately $19.5 billion in 2004 in the combined North American and European markets. The industry ranges from sole practitioners working out of relatively small offices to group practices or service organizations ranging in size from a few practitioners to a large number of practitioners who have combined or otherwise associated their practices.

     Due in part to the inability of office-based healthcare practitioners to store and manage large quantities of supplies in their offices, the distribution of healthcare supplies and small equipment to office-based healthcare practitioners has been characterized by frequent, small-quantity orders, and a need for rapid, reliable and substantially complete order fulfillment. The purchasing decisions within an office-based healthcare practice are typically made by the practitioner or an administrative assistant, and supplies and small equipment are generally purchased from more than one distributor, with one generally serving as the primary supplier.

     We believe that consolidation within the industry will continue to result in a number of distributors, particularly those with limited financial and marketing resources, seeking to combine with larger companies that can provide growth opportunities. This consolidation also may continue to result in distributors seeking to acquire companies that can enhance their current product and service offerings or provide opportunities to serve a broader customer base.

     Our trend with regard to acquisitions has been to expand our role as a provider of products and services to the healthcare industry. This trend has resulted in expansion into service areas that complement our existing operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired businesses.

     As industry consolidation continues, we believe that we are positioned to capitalize on this trend, as we believe we have the ability to support increased sales through our existing infrastructure. In the U.S. dental market, we estimate that there are currently more than 300 smaller distributors holding approximately 30% of the market. In the U.S. medical market, we estimate that more than 500 smaller distributors hold approximately 50% of the market, and in the European dental market, we estimate that more than 200 competitors hold approximately 80% of the market.

     As the healthcare industry continues to change, we continually evaluate possible candidates for merger or acquisition and intend to continue to seek opportunities to expand our role as a provider of products and services to the healthcare industry. There can be no assurance that we will be able to successfully pursue any such opportunity or consummate any such transaction, if pursued. If additional transactions are entered into or consummated, we would incur additional merger and acquisition-related costs, and there can be no assurance that the integration efforts associated with any such transaction would be successful.

Aging Population and Other Market Influences

     The healthcare products distribution industry continues to experience growth due to the aging population, increased healthcare awareness, the proliferation of medical technology and testing, new pharmacology treatments and expanded third-party insurance coverage. In addition, the physician market continues to benefit from the shift of procedures and diagnostic testing in hospitals to the alternate-care site, particularly physicians’ offices. As the cosmetic surgery and elective procedure markets continue to grow, physicians are increasingly performing more of these procedures in their offices. The elder-care market continues to benefit from the increasing growth rate of the population of elderly Americans.

     The January 2000 U.S. Bureau of the Census estimates that the elderly population in the United States will more than double by the year 2040. In 2000, four million Americans were aged 85 or older, the segment

of the population most in need of long-term care and elder-care services. By the year 2040, that number is projected to more than triple to more than 14 million. The population aged 65 to 84 years is projected to more than double in the same time period.

     As a result of these market dynamics, the annual expenditures for healthcare services continue to increase in the United States. The Centers for Medicaid and Medicare Services (CMS), Office of the Actuary published “Health Spending Projections Through 2013” in 2004, indicating that total national healthcare spending reached $1.6 trillion in 2002, or 14.9% of the nation’s gross domestic product. Healthcare spending is projected to reach $3.4 trillion in 2013, an estimated 18.4% of the gross domestic product, the benchmark measure for annual production of goods and services in the United States.

Governmental Influences

     The healthcare industry is subject to extensive government regulation, licensure and operating compliance procedures. National healthcare reform has been the subject of a number of legislative initiatives by Congress. Additionally, government and private insurance programs fund a large portion of the total cost of medical care. The Balanced Budget Act passed by Congress in 1997 significantly reduced reimbursement rates for nursing homes and home healthcare providers, affecting spending levels and the overall financial viability of these institutions.

     The Medicare Prescription Drug, Improvement, and Modernization Act (the “Medicare Act”) is the largest expansion of the Medicare program since its inception, and provides participants with voluntary prescription drug benefits through an interim drug discount card. The Medicare Act also includes provisions relating to medication management programs, generic substitution and provider reimbursement. Based upon current information, we believe the Medicare Act may create additional volume demand and provide incentives for additional use of generic drugs, both of which have potentially positive implications for our pharmaceutical distribution business.

Product Integrity

     Certain pharmaceutical and medical-surgical product manufacturers are in discussions with legislators about the risks of counterfeit products in the supply chain and manufacturers’ concerns about the impact of secondary market distribution on counterfeiting. As a distributor of such products, we continue to work with our suppliers to help minimize the risks associated with counterfeit products in the supply chain and potential litigation.

Results of Operations

     The following table summarizes the significant components of our operating results and cash flows for the three and six months ended June 25, 2005 and June 26, 2004 (in thousands):

		Three Months Ended								Six Months Ended
		June 25,				June 26,				June 25,				June 26,
		2005				2004				2005				2004
Operating Results:
Net sales		$	1,141,620			$	945,690			$	2,243,030			$	1,832,321
Cost of sales			817,208				693,975				1,612,431				1,349,779
Gross profit			324,412				251,715				630,599				482,542
Operating expenses:
Selling, general and administrative			253,948				188,130				502,930				372,657
Operating income		$	70,464			$	63,585			$	127,669			$	109,885
Other expense, net		$	(3,475	)		$	(483	)		$	(8,159	)		$	(1,118	)
Net income			39,974				38,736				73,199				67,129
Cash Flows:
Net cash provided by operating activities (1)										$	72,615			$	58,616
Net cash used in investing activities (1)											(63,157	)			(195,553	)
Net cash provided by (used in) financing activities											(7,146	)			86,614

Three Months Ended June 25, 2005 Compared to Three Months Ended June 26, 2004

     Net sales for the three months ended June 25, 2005 and June 26, 2004 were as follows (in thousands):

		June 25,				% of				June 26,				% of
		2005				Total				2004				Total
Healthcare distribution (1):
Dental (2)		$	462,147				40.4	%		$	388,879				41.1	%
Medical (3)			342,270				30.0	%			352,421				37.3	%
International (4)			314,680				27.6	%			183,828				19.4	%
Total healthcare distribution			1,119,097				98.0	%			925,128				97.8	%
Technology (5)			22,523				2.0	%			20,562				2.2	%
Total		$	1,141,620				100.0	%		$	945,690				100.0	%

     The $195.9 million, or 20.7%, increase in net sales for the three months ended June 25, 2005, includes increases of 19.1% local currency growth (3.4% internally generated primarily due to volume growth and 15.7% from acquisitions) and 1.6% related to foreign currency exchange.

     The $73.3 million, or 18.8%, increase in dental net sales for the three months ended June 25, 2005, includes increases of 18.2% local currency growth (10.1% internally generated and 8.1% from acquisitions) and 0.6% related to foreign currency exchange. The 18.2% local currency growth was due to dental consumable merchandise sales growth of 15.5% (8.1% internal growth and 7.4% acquisition growth) and dental equipment sales and service growth of 28.9% (17.6% internal growth and 11.3% acquisition growth). All internally generated dental net sales growth was primarily due to increased volume.

     The $10.2 million, or 2.9%, decrease in medical net sales for the three months ended June 25, 2005, includes a decrease of 3.9% internally, offset by acquisition growth of 1.0%, reflecting the continued impact of shedding a number of lower margin and nominally profitable pharmaceutical and veterinary products.

     The $130.8 million, or 71.2%, increase in international net sales for the three months ended June 25, 2005, includes increases of 64.0% in local currencies (61.6% from acquisitions, primarily from the Demedis Group in Europe, and 2.4% internally generated) and 7.2% due to foreign currency exchange.

     The $2.0 million, or 9.5%, increase in technology net sales for the three months ended June 25, 2005, includes increases of 9.2% in local currency growth and 0.3% due to foreign currency exchange. The increase was primarily due to continued volume growth.

Gross Profit

     Gross profit and gross margins by segment and in total for the three months ended June 25, 2005 and June 26, 2004 were as follows (in thousands):

		June 25,				Gross				June 26,				Gross
		2005				Margin %				2004				Margin %
Healthcare distribution		$	307,317				27.5	%		$	235,955				25.5	%
Technology			17,095				75.9	%			15,760				76.6	%
Total		$	324,412				28.4	%		$	251,715				26.6	%

     For the three months ended June 25, 2005, gross profit increased $72.7 million, or 28.9%, from the comparable prior year period. As a result of different practices of categorizing costs associated with distribution networks throughout our industry, our gross margins may not necessarily be comparable to other distribution companies. Additionally, we realize substantially higher gross margin percentages in our technology segment than in our healthcare distribution segment. These higher gross margins result from being both the developer and seller of software products combined with the nature of the software industry, in which developers realize higher gross margins to recover investments in research and development.

     Healthcare distribution gross profit increased $71.4 million, or 30.2%, for the three months ended June 25, 2005 from the comparable prior year period. Healthcare distribution gross profit margin increased to 27.5% for the three months ended June 25, 2005 from 25.5% for the comparable prior year period. These increases reflect the impact of our Demedis and Camlog acquisitions in our international business and a focus on margin management, including the shedding of certain lower margin pharmaceutical and veterinary products from our medical business.

     Technology gross profit increased $1.3 million, or 8.5%, for the three months ended June 25, 2005 from the comparable prior year period. Technology gross profit margin decreased to 75.9% for the three months

ended June 25, 2005 from 76.6% for the comparable prior year period, primarily due to increased sales of lower margin high tech products.

Selling, General and Administrative

     Selling, general and administrative expenses by segment and in total for the three months ended June 25, 2005 and June 26, 2004 were as follows (in thousands):

						% of								% of
		June 25,				Respective				June 26,				Respective
		2005				Net Sales				2004				Net Sales
Healthcare distribution		$	245,679				22.0	%		$	180,572				19.5	%
Technology			8,269				36.7	%			7,558				36.8	%
Total		$	253,948				22.2	%		$	188,130				19.9	%

     Selling, general and administrative expenses increased $65.8 million, or 35.0%, to $254.0 million for the three months ended June 25, 2005 from the comparable prior year period. As a percentage of sales, selling, general and administrative expenses increased to 22.2% from 19.9% for the comparable prior year period. The increase of 2.3% was primarily due to payroll and expenses related to recent acquisitions.

     As a component of selling, general and administrative expenses, selling expenses increased $40.3 million, or 33.6%, to $160.1 million for the three months ended June 25, 2005 from the comparable prior year period. As a percentage of net sales, selling expenses increased to 14.0% from 12.7% for the comparable prior year period. The increase was primarily due to payroll and expenses related to recent acquisitions.

     As a component of selling, general and administrative expenses, general and administrative expenses increased $25.5 million, or 37.4%, to $93.9 million for the three months ended June 25, 2005 from the comparable prior year period. As a percentage of net sales, general and administrative expenses increased to 8.2% from 7.2% for the comparable prior year period. The increase was primarily due to payroll and expenses related to recent acquisitions.

Other Expense, Net

     Other expense, net for the three months ended June 25, 2005 and June 26, 2004 was as follows (in thousands):

		June 25,				June 26,
		2005				2004
Interest income		$	1,980			$	2,451
Interest expense			(5,227	)			(3,114	)
Other, net			(228	)			180
Other expense, net		$	(3,475	)		$	(483	)

     Other expense, net increased $3.0 million for the three months ended June 25, 2005 from the comparable prior year period. This increase was primarily due to the $2.1 million increase in interest expense, of which $2.0 million related to our convertible debt issued to finance various corporate initiatives, including our acquisition of the Demedis Group.

Income Taxes

     For the three months ended June 25, 2005, our effective tax rate decreased to 37.0% from 37.1% for the comparable prior year period. The difference between our effective tax rates and the federal statutory rates for both periods related primarily to foreign and state income taxes.

Six Months Ended June 25, 2005 Compared to Six Months Ended June 26, 2004

     Net sales for the six months ended June 25, 2005 and June 26, 2004 were as follows (in thousands):

		June 25,				% of				June 26,				% of
		2005				Total				2004				Total
Healthcare distribution (1):
Dental (2)		$	898,669				40.1	%		$	746,919				40.7	%
Medical (3)			694,053				30.9	%			692,017				37.8	%
International (4)			606,778				27.1	%			353,384				19.3	%
Total healthcare distribution			2,199,500				98.1	%			1,792,320				97.8	%
Technology (5)			43,530				1.9	%			40,001				2.2	%
Total		$	2,243,030				100.0	%		$	1,832,321				100.0	%

     The $410.7 million, or 22.4%, increase in net sales for the six months ended June 25, 2005, includes increases of 20.5% local currency growth (5.3% internally generated primarily due to volume growth and 15.2% from acquisitions) and 1.9% related to foreign currency exchange.

     The $151.8 million, or 20.3%, increase in dental net sales for the six months ended June 25, 2005, includes increases of 19.6% local currency growth (11.9% internally generated and 7.7% from acquisitions) and 0.7% related to foreign currency exchange. The 19.6% local currency growth was due to dental consumable merchandise sales growth of 17.1% (10.3% internal growth and 6.8% acquisition growth) and dental equipment sales and service growth of 29.6% (18.5% internal growth and 11.1% acquisition growth). All internally generated dental net sales growth was primarily due to increased volume.

     The $2.0 million, or 0.3%, increase in medical net sales for the six months ended June 25, 2005, includes increases of 0.3% local currency growth (0.5% from acquisitions, partially offset by an internal decrease of 0.2% primarily due to the shedding of certain lower margin pharmaceutical and veterinary products).

     The $253.4 million, or 71.7%, increase in international net sales for the six months ended June 25, 2005, includes increases of 63.5% in local currencies (61.6% from acquisitions, primarily from the Demedis Group, and 1.9% internally generated) and 8.2% due to foreign currency exchange.

     The $3.5 million, or 8.8%, increase in technology net sales for the six months ended June 25, 2005,

includes increases of 8.5% internal growth and 0.3% due to foreign currency exchange. The increase was primarily due to continued volume growth.

Gross Profit

     Gross profit and gross margins by segment and in total for the six months ended June 25, 2005 and June 26, 2004 were as follows (in thousands):

		June 25,				Gross				June 26,				Gross
		2005				Margin %				2004				Margin %
Healthcare distribution		$	597,377				27.2	%		$	452,379				25.2	%
Technology			33,222				76.3	%			30,163				75.4	%
Total		$	630,599				28.1	%		$	482,542				26.3	%

     For the six months ended June 25, 2005, gross profit increased $148.1 million, or 30.7%, from the comparable prior year period.

     Healthcare distribution gross profit increased $145.0 million, or 32.1%, for the six months ended June 25, 2005 from the comparable prior year period. Healthcare distribution gross profit margin increased to 27.2% for the six months ended June 25, 2005 from 25.2% for the comparable prior year period. These increases reflect the impact of our Demedis and Camlog acquisitions in our international business and a focus on margin management including the shedding of certain lower margin pharmaceutical and veterinary products from our medical business.

     Technology gross profit increased $3.1 million, or 10.1%, for the six months ended June 25, 2005 from the comparable prior year period. Technology gross profit margin increased to 76.3% for the six months ended June 25, 2005 from 75.4% for the comparable prior year period, primarily due to a change in sales mix reflecting a larger percentage of higher margin electronic services and software sales.

Selling, General and Administrative

     Selling, general and administrative expenses by segment and in total for the six months ended June 25, 2005 and June 26, 2004 were as follows (in thousands):

						% of								% of
		June 25,				Respective				June 26,				Respective
		2005				Net Sales				2004				Net Sales
Healthcare distribution		$	486,889				22.1	%		$	357,452				19.9	%
Technology			16,041				36.9	%			15,205				38.0	%
Total		$	502,930				22.4	%		$	372,657				20.3	%

     Selling, general and administrative expenses increased $130.3 million, or 35.0%, to $502.9 million for the six months ended June 25, 2005 from the comparable prior year period. As a percentage of sales, selling, general and administrative expenses increased to 22.4% from 20.3% for the comparable prior year period. The increase was primarily due to payroll and expenses related to recent acquisitions.

     As a component of selling, general and administrative expenses, selling expenses increased $75.0 million, or 31.6%, to $312.0 million for the six months ended June 25, 2005 from the comparable prior year period. As a percentage of net sales, selling expenses increased to 13.9% from 12.9% for the comparable prior year period. The increase was primarily due to payroll and expenses related to recent acquisitions.

     As a component of selling, general and administrative expenses, general and administrative expenses increased $55.3 million, or 40.8%, to $190.9 million for the six months ended June 25, 2005 from the comparable prior year period. As a percentage of net sales, general and administrative expenses increased to 8.5% from 7.4% for the comparable prior year period. The increase was primarily due to payroll and expenses related to recent acquisitions.

Other Expense, Net

     Other expense, net for the six months ended June 25, 2005 and June 26, 2004 was as follows (in thousands):

		June 25,				June 26,
		2005				2004
Interest income		$	4,008			$	4,667
Interest expense			(11,598	)			(6,116	)
Other, net			(569	)			331
Other expense, net		$	(8,159	)		$	(1,118	)

     Other expense, net increased $7.0 million for the six months ended June 25, 2005 from the comparable prior year period. This increase was primarily due to the $5.5 million increase in interest expense, of which $4.1 million related to our convertible debt issued to finance various corporate initiatives, including our acquisition of the Demedis Group.

Income Taxes

     For the six months ended June 25, 2005, our effective tax rate decreased to 37.0% from 37.2% for the comparable prior year period. The difference between our effective tax rates and the federal statutory rates for both periods related primarily to foreign and state income taxes.

Liquidity and Capital Resources

     Our principal capital requirements include the funding of acquisitions, working capital needs, capital expenditures and repurchases of common stock. Working capital requirements generally result from increased sales, special inventory forward buy-in opportunities, and payment terms for receivables and payables. Because sales tend to be stronger during the third and fourth quarters and special inventory forward buy-in opportunities are most prevalent just before the end of the year, our working capital requirements have generally been higher from the end of the third quarter to the end of the first quarter of the following year.

     We finance our business primarily through cash generated from our operations, revolving credit facilities, private placement debt and stock issuances. Our ability to generate sufficient cash flows from operations is dependent on the continued demand of our customers for, and supply by our vendors of, our products and services. Given current operating, economic and industry conditions, we believe that demand for our products and services will remain consistent in the foreseeable future.

     Net cash flow provided by operating activities was $72.6 million for the six months ended June 25, 2005, compared to $58.6 million for the comparable prior year period. This net change of $14.0 million was due primarily to an $8.4 million increase in depreciation and amortization and a $6.1 million increase in net income, partially offset by $1.3 million increase in working capital needs from the prior year period.

     Net cash used in investing activities was $63.2 million for the six months ended June 25, 2005, compared to $195.6 million for the comparable prior year period. The net change of $132.4 million was primarily due to $137.5 million less paid for business acquisitions. We expect to invest up to approximately $25.0 million during the remainder of the fiscal year in capital projects to modernize and expand our facilities and computer systems infrastructure and to integrate subsidiary operations into our core infrastructure.

     Net cash used in financing activities was $7.1 million for the six months ended June 25, 2005, compared to $86.6 million provided by financing activities for the comparable prior year period. The net change of $93.7 million was primarily due to $230.7 million of lower proceeds from bank borrowings, offset by the absence of $113.8 million of acquired debt repayments and $25.0 million less of repurchases of common stock.

     The following table summarizes selected measures of liquidity and capital resources (in thousands):

		June 25,				December 25,
		2005				2004
Cash and cash equivalents		$	187,108			$	186,621
Working capital			796,393				736,844
Debt:
Bank credit lines		$	4,302			$	5,969
Current maturities of long-term debt			8,356				3,906
Long-term debt			518,954				525,682
Total debt		$	531,612			$	535,557

     Our cash and cash equivalents consist of bank balances and investments in money market funds representing overnight investments with a high degree of liquidity.

     Our business requires a substantial investment in working capital, which is susceptible to large variations during the year as a result of inventory purchase patterns and seasonal demands. Inventory purchase activity is a function of sales activity, special inventory forward buy-in opportunities and our desired level of inventory.

     Our accounts receivable days sales outstanding improved to 45.7 days for the six months ended June 25, 2005 from 48.4 days for the comparable prior year period. Our inventory turnover for the six months ended June 25, 2005 improved to 6.6 turns compared with 6.5 turns for the comparable prior year period. We anticipate future increases in our working capital requirements as a result of continued sales growth.

     On August 9, 2004, we completed an issuance of $240.0 million of convertible debt. These notes are senior unsecured obligations bearing a fixed annual interest rate of 3.0% and are due to mature on August 15, 2034. Interest on the notes is payable on February 15 and August 15 of each year, which commenced on February 15, 2005. The notes are convertible into our common stock at a conversion ratio of 21.58 shares per one thousand dollars of principal amount of notes, which is the equivalent conversion price of $46.34 per share, under the following circumstances:

	•		if the last price of our common stock is above 130% of the conversion price measured over a specified number of trading days;
	•		during the five business-day period following any 10 consecutive trading-day period in which the average of the trading prices for the notes for that 10 trading-day period was less than 98% of the average conversion value for the notes during that period;
	•		if the notes have been called for redemption; or

•

upon the occurrence of a fundamental change or specified corporate transactions, as defined in the note agreement.

     Upon conversion, we are required to satisfy our conversion obligation with respect to the principal amount of the notes to be converted, in cash, with any remaining amount to be satisfied in shares of our common stock. We currently have sufficient availability of funds through our $300.0 million revolving credit facility along with cash on hand to fully satisfy the cash portion of our conversion obligation. We will also pay contingent interest during any six-month interest period beginning August 20, 2010 if the average trading price of the notes is above specified levels. We may redeem some or all of the notes on or after August 20, 2010. The note holders may require us to purchase all or a portion of the notes on August 15, 2010, 2014, 2019, 2024 and 2029 or, subject to specified exceptions, upon a change of control event.

     In prior years, we completed private placement transactions under which we issued $130.0 million and $100.0 million in senior notes. The $130.0 million notes come due on June 30, 2009 and bear interest at a fixed rate of 6.94% per annum. Beginning September 25, 2006, principal payments totaling $20.0 million are due annually on the $100.0 million notes and bear interest at a fixed rate of 6.66% per annum. Interest on both notes is payable semi-annually.

     During the fourth quarter of 2003, we entered into agreements relating to the $230.0 million senior notes to exchange our fixed interest rates for variable interest rates. For the six months ended June 25, 2005, the weighted-average variable interest rate was 5.8%. This weighted-average variable interest rate comprises LIBOR, plus a spread and resets on the interest due dates for the senior notes.

     On May 24, 2005, we entered into a new $300.0 million credit facility with a $100.0 million expansion feature. This new facility, which expires in May 2010, replaces our previous revolving credit facility of $200.0 million, which had been scheduled to expire in May 2006. As of June 25, 2005, there were $8.2 million of letters of credit provided to third parties and no borrowings outstanding under this revolving credit facility.

     On June 21, 2004, we announced that our Board of Directors had authorized a second common stock repurchase program. The new program allows us to repurchase up to $100.0 million in shares of our common stock, which represented approximately 3.5% of shares outstanding on the announcement date. As of June 25, 2005, we had repurchased $57.3 million or 1,736,110 shares under this initiative.

     Some holders of minority interests in certain of our subsidiaries have the right at certain times to require us to acquire their interest at a price that approximates fair value pursuant to a formula price as defined in the agreements. Additionally, some prior owners of such acquired subsidiaries are eligible to receive additional purchase price cash consideration if certain profitability targets are met. We accrue liabilities that may arise from these transactions when we believe the outcome of the contingency is determinable beyond a reasonable doubt.

     We finance our business to provide adequate funding for at least 12 months. Funding requirements are based on forecasted profitability and working capital needs, which, on occasion, may change. Consequently, we may change our funding structure to reflect any new requirements.

     We believe that our cash and cash equivalents, ability to access private debt markets, public equity markets and available funds under existing credit facilities provide us with sufficient liquidity to meet our currently foreseeable short-term and long-term capital needs.

E-Commerce

     Traditional healthcare supply and distribution relationships are being challenged by electronic online commerce solutions. Our distribution business is characterized by rapid technological developments and intense competition. The advancement of online commerce will require us to cost-effectively adapt to changing technologies, to enhance existing services and to develop and introduce a variety of new services to address the changing demands of consumers and our customers on a timely basis, particularly in response to competitive offerings.

     Through our proprietary, technologically-based suite of products, we offer customers a variety of competitive alternatives. We believe that our tradition of reliable service, our name recognition and large customer base built on solid customer relationships, position us well to participate in this growing aspect of the distribution business. We continue to explore ways and means to improve and expand our Internet presence and capabilities.

Critical Accounting Policies and Estimates

     There have been no material changes in our critical accounting policies and estimates from those disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 25, 2004.

Risk Factors

The healthcare products distribution industry is highly competitive and we may not be able to compete successfully.

     We compete with numerous companies, including several major manufacturers and distributors. Some of our competitors have greater financial and other resources than we do, which could allow them to compete more successfully. Most of our products are available from several sources and our customers tend to have relationships with several distributors. Competitors could obtain exclusive rights to market particular products, which we would then be unable to market. Manufacturers could also increase their efforts to sell directly to end-users and bypass distributors like us. Industry consolidation among healthcare products distributors, the unavailability of products, whether due to our inability to gain access to products or interruptions in supply from manufacturers, or the emergence of new competitors could also increase competition. In the future, we may be unable to compete successfully and competitive pressures may reduce our revenues.

The healthcare industry is experiencing changes that could adversely affect our business.

     The healthcare industry is highly regulated and subject to changing political, economic and regulatory influences. In recent years, the healthcare industry has undergone significant change driven by various efforts to reduce costs, including the reduction of spending budgets by government and private insurance programs, such as Medicare, Medicaid and corporate health insurance plans; pressures relating to potential healthcare reform; trends toward managed care; consolidation of healthcare distribution companies; collective purchasing arrangements among office-based healthcare practitioners; and reimbursements to customers. If we are unable to react effectively to these and other changes in the healthcare industry, our operating results could be adversely affected. In addition, the enactment of any significant healthcare reforms could have a material adverse effect on our business.

We must comply with government regulations governing the distribution of pharmaceuticals and medical devices, and additional regulations could negatively affect our business.

     Our business is subject to requirements under various local, state, federal and international governmental laws and regulations applicable to the manufacture and distribution of pharmaceuticals and medical devices. Among the federal laws with which we must comply are the Controlled Substances Act and the Federal Food, Drug, and Cosmetic Act, including the Prescription Drug Marketing Act of 1987 and the Safe Medical Devices Act. Such laws:

•		regulate the storage and distribution, labeling, handling, record keeping, manufacturing and advertising of drugs and medical devices;
•		subject us to inspection by the Federal Food and Drug Administration and the Drug Enforcement Administration;
•		regulate the transportation of certain of our products that are considered hazardous materials;
•		require registration with the Federal Food and Drug Administration and the Drug Enforcement Administration;
•		require us to coordinate returns of products that have been recalled and subject us to inspection of our recall procedures; and
•		impose reporting requirements if a pharmaceutical or medical device causes serious illness, injury or death.

     Our business is also subject to requirements of foreign governmental laws and regulations affecting our operations abroad.

     The failure to comply with any of these regulations or the imposition of any additional regulations could negatively affect our business. There can be no assurance that current or future U.S. or foreign government regulations will not adversely affect our business.

Our international operations are subject to inherent risks that could adversely affect our operating results.

     International operations are subject to risks that may materially adversely affect our business, results of operations and financial condition. The risks that our international operations are subject to include:

•		difficulties and costs relating to staffing and managing foreign operations;
•		difficulties in establishing channels of distribution;
•		fluctuations in the value of foreign currencies;
•		longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions;
•		repatriation of cash from our foreign operations to the United States;
•		cumbersome regulatory requirements;
•		unexpected difficulties in importing or exporting our products;
•		imposition of import/export duties, quotas, sanctions or penalties; and

•

unexpected regulatory, economic and political changes in foreign markets.

     As a result of our acquisition of the Demedis Group, our foreign operations are significantly larger and, therefore, our exposure to the risks inherent in international operations has become greater.

We experience fluctuations in quarterly earnings. As a result, we may fail to meet or exceed the expectations of securities analysts and investors, which could cause our stock price to decline.

     Our business is subject to seasonal and other quarterly fluctuations. Net sales and operating profits generally have been higher in the third and fourth quarters due to the timing of sales of seasonal products (including influenza vaccine, equipment and software products), purchasing patterns of office-based healthcare practitioners and year-end promotions. Net sales and operating profits generally have been lower in the first quarter, primarily due to increased sales in the prior two quarters. Quarterly results may also be adversely affected by a variety of other factors, including:

•		costs of developing new applications and services;
•		costs related to acquisitions of technologies or businesses;
•		the timing and amount of sales and marketing expenditures;
•		general economic conditions, as well as those specific to the healthcare industry and related industries;
•		the timing of the release of functions of our technology-related products and services; and
•		our success in establishing or maintaining business relationships.

     Any change in one or more of these or other factors could cause our annual or quarterly operating results to fluctuate. If our operating results do not meet market expectations, our stock price may decline.

Because substantially all of the products that we distribute are not manufactured by us, we are dependent upon third parties for the manufacture and supply of substantially all of our products.

     We obtain substantially all of our products from third-party suppliers. Generally, we do not have long-term contracts with our suppliers committing them to supply products to us. Therefore, suppliers may not provide the products we need in the quantities we request. Because we do not control the actual production of the products we sell, we may be subject to delays caused by interruption in production based on conditions outside of our control. In the event that any of our third-party suppliers were to become unable or unwilling to continue to provide the products in required volumes, we would need to identify and obtain acceptable replacement sources on a timely basis. There is no guarantee that we will be able to obtain such alternative sources of supply on a timely basis, if at all. An extended interruption in the supply of our products, including the supply of our influenza vaccine and any other high sales volume product, would have an adverse effect on our results of operations, which most likely would adversely affect the value of our common stock.

Our expansion through acquisitions and joint ventures involves risks.

     We have expanded our domestic and international markets in part through acquisitions and joint ventures, and we expect to continue to make acquisitions and enter into joint ventures in the future. Such transactions involve numerous risks, including possible adverse effects on our operating results or the market price of our common stock. Some of our acquisitions and future acquisitions may also give rise to an obligation by us to make contingent payments or to satisfy certain repurchase obligations, which payments could have an adverse effect on our results of operations. In addition, integrating acquired businesses and joint ventures:

•		may result in a loss of customers or product lines of the acquired businesses or joint ventures;
•		requires significant management attention; and
•		may place significant demands on our operations, information systems and financial resources.

     There can be no assurance that our future acquisitions or joint ventures will be successful. Our ability to continue to successfully effect acquisitions and joint ventures will depend upon the following:

•		the availability of suitable acquisition or joint venture candidates at acceptable prices;
•		our ability to consummate such transactions, which could potentially be prohibited due to U.S. or foreign antitrust regulations; and
•		the availability of financing on acceptable terms, in the case of non-stock transactions.

We face inherent risk of exposure to product liability and other claims in the event that the use of the products we sell results in injury.

     Our business involves a risk of product liability and other claims and from time to time we are named as a defendant in cases as a result of our distribution of pharmaceutical and other healthcare products. Additionally, we own a majority interest in a company that manufactures dental implants and we are subject to the potential risk of product liability or other claims relating to the manufacture of products by that entity. One of the potential risks we face in the distribution of our products is liability resulting from counterfeit products infiltrating the supply chain. In addition, some of the products that we transport and sell are considered hazardous materials. The improper handling of such materials or accidents involving the transportation of such materials could subject us to liability. We have insurance policies, including product liability insurance, covering risks and in amounts that we consider adequate. Additionally, in many cases we are covered by indemnification from the manufacturer of the product. However, we cannot assure you that the coverage maintained by us is sufficient to cover future claims, that it will be available in adequate amounts or at a reasonable cost, or that indemnification agreements will provide adequate protection for us. A successful claim brought against us in excess of available insurance or indemnification, or any claim that results in significant adverse publicity against us, could harm our business.

Our technology segment depends upon continued product development, technical support and successful marketing.

     Competition among companies supplying practice-management software is intense and increasing. Our future sales of practice-management software will depend on, among other factors:

•		the effectiveness of our sales and marketing programs;
•		our ability to enhance our products; and
•		our ability to provide ongoing technical support.

     We cannot be sure that we will be successful in introducing and marketing new software or software enhancements, or that such software will be released on time or accepted by the market. Our software products, like software products generally, may contain undetected errors or bugs when introduced or as new versions are released. We cannot be sure that future problems with post-release software errors or bugs will not occur. Any such defective software may result in increased expenses related to the software and could adversely affect our relationships with the customers using such software. We do not have any patents on our software, and rely upon copyright, trademark and trade secret laws, as well as contractual and common law protections. We cannot assure you that such legal protections will be available or enforceable to protect our

software products.

Our revenues depend on our relationships with capable sales personnel as well as key customers, vendors and manufacturers of the products that we distribute.

     Our future operating results depend on our ability to maintain satisfactory relationships with qualified sales personnel as well as key customers, vendors and manufacturers. If we fail to maintain our existing relationships with such persons or fail to acquire relationships with such key persons in the future, our business may suffer.

Our future performance is materially dependent upon our senior management.

     Our future success is substantially dependent upon the efforts and abilities of members of our existing senior management, particularly Stanley M. Bergman, Chairman and Chief Executive Officer, among others. The loss of the services of Mr. Bergman could have a material adverse effect on our business. We have an employment agreement with Mr. Bergman. We do not currently have “key man” life insurance policies on any of our employees. Competition for senior management is intense, and we may not be successful in attracting and retaining key personnel.

Increases in the cost of shipping or service trouble with our third-party shippers could harm our business.

     Shipping is a significant expense in the operation of our business. We ship almost all of our U.S. orders by United Parcel Service, Inc. and other delivery services, and typically bear the cost of shipment. Accordingly, any significant increase in shipping rates could have an adverse effect on our operating results. Similarly, strikes or other service interruptions by those shippers could cause our operating expenses to rise and adversely affect our ability to deliver products on a timely basis.

We may not be able to respond to technological change effectively.

     Traditional healthcare supply and distribution relationships are being challenged by electronic online commerce solutions. Our distribution business is characterized by rapid technological developments and intense competition. The advancement of online commerce will require us to cost-effectively adapt to changing technologies, to enhance existing services and to develop and introduce a variety of new services to address changing demands of consumers and our clients on a timely basis, particularly in response to competitive offerings. Our inability to anticipate and effectively respond to changes on a timely basis could have an adverse effect on our business.

We are exposed to the risk of an increase in interest rates.

     In 2003, we entered into interest rate swap agreements to exchange our fixed rate interest rates for variable interest rates payable on our $230 million senior notes. Our fixed interest rates on the senior notes were 6.94% and 6.66% for the $130 million and $100 million senior notes, respectively. The variable rate is comprised of LIBOR plus the spreads and resets on the interest due dates for the senior notes. As a result of these interest rate swap agreements, as well as our existing variable rate credit lines, and loan agreements, we are exposed to risk from fluctuations in interest rates. For example, a hypothetical 100 basis points increase in interest rates would increase our annual interest expense by approximately $2.8 million.

Our acquisitions may not result in the benefits and revenue growth we expect.

     We are in the process of integrating companies that we acquired, including the Demedis Group, and assimilating the operations, services, products and personnel of each company with our management policies, procedures and strategies. We cannot be sure that we will achieve the benefits of revenue growth that we expect from these acquisitions or that we will not incur unforeseen additional costs or expenses in connection

with these acquisitions. To effectively manage our expected future growth, we must continue to successfully manage our integration of these companies and continue to improve our operational systems, internal procedures, accounts receivable and management, financial and operational controls. If we fail in any of these areas, our business could be adversely affected.

The market price for our common stock may be highly volatile.

     The market price for our common stock may be highly volatile. A variety of factors may have a significant impact on the market price of our common stock, including:

•		the publication of earnings estimates or other research reports and speculation in the press or investment community;
•		changes in our industry and competitors;
•		our financial condition, results of operations and cash flows and prospects;
•		any future issuances of our common stock, which may include primary offerings for cash, stock splits, issuances in connection with business acquisitions and the grant or exercise of stock options from time to time;
•		general market and economic conditions; and
•		any outbreak or escalation of hostilities.

     In addition, the Nasdaq National Market can experience extreme price and volume fluctuations that can be unrelated or disproportionate to the operating performance of the companies listed on Nasdaq. Broad market and industry factors may negatively affect the market price of our common stock, regardless of actual operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against companies. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business.

Certain provisions in our governing documents and other documents to which we are a party may discourage third-party offers to acquire us that might otherwise result in our stockholders receiving a premium over the market price of their shares.

     The provisions of our certificate of incorporation and by-laws may make it more difficult for a third party to acquire us, may discourage acquisition bids, and may limit the price that certain investors might be willing to pay in the future for shares of our common stock. These provisions, among other things:

•		require the affirmative vote of the holders of at least 60% of the shares of common stock entitled to vote to approve a merger, consolidation, or a sale, lease, transfer or exchange of all or substantially all of our assets; and
•		require the affirmative vote of the holders of at least 66 2/3% of our common stock entitled to vote to:

	•		remove a director; and
	•		to amend or repeal our by-laws, with certain limited exceptions.

     In addition, our 1994 Stock Incentive Plan, 1996 Non-Employee Director Stock Incentive Plan and 2001 Non-Employee Director Incentive Plan provide for accelerated vesting of stock options upon a change in

control, and certain agreements between us and our executive officers provide for increased severance payments if those executive officers are terminated without cause within two years after a change in control.

     We also have a stockholder rights plan that could make it more difficult for a third party to acquire us if our Board of Directors does not determine that the acquisition proposal is adequate and in the stockholders’ best interest.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in our exposure to market risk from that disclosed in Item 7A of our Annual Report on Form 10-K for the year ended December 25, 2004.

ITEM 4. CONTROLS AND PROCEDURES

     Under the supervision and with the participation of management, including our Chairman and Chief Executive Officer (“CEO”) and our Executive Vice President and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures 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”), as of the end of the period covered by this quarterly report. Based on this evaluation, our CEO and CFO concluded that as of June 25, 2005 our disclosure controls and procedures were effective in ensuring that the information required to be filed in this report has been recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control Over Financial Reporting

     There have been no changes in our internal control over financial reporting, other than that referred to below, that occurred during the quarter ended June 25, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The internal controls over financial reporting of companies acquired during the quarter, which in the aggregate represent approximately 1.4% of net sales for the three months ended June 25, 2005, are being evaluated as part of our annual assessment of internal controls over financial reporting.

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.

PART II. OTHER INFORMATION

     Our business involves a risk of product liability claims and other claims in the ordinary course of business, and from time to time we are named as a defendant in cases as a result of our distribution of pharmaceutical and other healthcare products. As a business practice, we generally obtain product indemnification from our suppliers.

     We have various insurance policies, including product liability insurance, covering risks in amounts that we consider adequate. In many cases in which we have been sued in connection with products manufactured by others, the manufacturer provides us with indemnification. There can be no assurance that the insurance coverage we maintain is sufficient or will be available in adequate amounts or at a reasonable cost, or that indemnification agreements will provide us with adequate protection. In our opinion, all pending matters, including those described below, are covered by insurance or will not otherwise seriously harm our financial condition.

     As of June 25, 2005, we had accrued our best estimate of potential losses relating to product liability, class action and other claims that were probable to result in a liability and for which we were able to reasonably estimate a loss. This accrued amount, as well as related expenses, was not material to our financial position, results of operations or cash flows. Our method for determining estimated losses considers currently available facts, presently enacted laws and regulations and other external factors, including probable recoveries from third parties.

Product Liability Claims

     As of June 25, 2005, we were a defendant in approximately 41 product liability cases. Of these cases, three involve claims made by healthcare workers and/or their families who claim allergic reaction relating to exposure to latex gloves. In each of these cases, we acted as a distributor of brand name and/or “Henry Schein” private brand latex gloves, which were manufactured by third parties. To date, discovery in these cases has generally been limited to product identification issues. The manufacturers in these cases generally withhold indemnification of us pending product identification; however, we have impleaded or filed cross claims against those manufacturers in such cases.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     The following table summarizes repurchases of our common stock under our stock repurchase program:

		Total								Maximum Number of
		Number				Average				Shares that May Yet
		of Shares				Price Paid				Be Purchased Under
Fiscal Month		Purchased (1)				per Share				Our Program (2)
03/27/05 through 04/23/05			26,500				36.54				1,255,698
04/24/05 through 05/28/05			5,300				36.87				1,156,949
05/29/05 through 06/25/05			90,000				39.28				1,030,931
Total			121,800				38.58

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At our Annual Meeting of Stockholders held on May 24, 2005, our stockholders took the following actions:

(i)

Re-elected the following individuals to our Board of Directors:

Stanley M. Bergman		(78,040,291 shares voting for, 1,499,679 shares withheld)
Gerald A. Benjamin		(77,910,292 shares voting for, 1,629,678 shares withheld)
James P. Breslawski		(78,127,512 shares voting for, 1,412,458 shares withheld)
Mark E. Mlotek		(78,125,846 shares voting for, 1,414,124 shares withheld)
Steven Paladino		(77,371,036 shares voting for, 2,168,934 shares withheld)
Barry J. Alperin		(77,346,751 shares voting for, 2,193,219 shares withheld)
Paul Brons		(79,418,126 shares voting for, 121,844 shares withheld)
Dr. Margaret A. Hamburg		(79,425,264 shares voting for, 114,706 shares withheld)
Donald J. Kabat		(77,356,544 shares voting for, 2,183,426 shares withheld)
Philip A. Laskawy		(78,180,712 shares voting for, 1,359,258 shares withheld)
Norman S. Matthews		(76,938,748 shares voting for, 2,601,222 shares withheld)
Marvin H. Schein		(51,299,503 shares voting for, 28,240,467 shares withheld)
Dr. Louis W. Sullivan		(77,531,913 shares voting for, 2,008,057 shares withheld)

	(ii)		Approved the amendment to the 2001 Henry Schein, Inc. Section 162(m) Cash Bonus Plan (76,975,441 shares voting for; 2,354,970 shares voting against; and 209,559 shares abstaining).
	(iii)		Approved the amendment to our Amended and Restated Certificate of Incorporation (74,210,954 shares voting for; 5,167,875 shares voting against; and 161,141 shares abstaining).
	(iv)		Ratified the selection of BDO Seidman, LLP as our independent registered public accounting firm for the year ending December 31, 2005 (78,862,416 shares voting for; 545,857 shares voting against; 131,697 shares abstaining).

ITEM 6. EXHIBITS

     (a) Exhibits.

	3.1		Amendment dated May 25, 2005 to Amended and Restated Certificate of Incorporation
	10.1		Credit Agreement among us, the several lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, HSBC Bank USA, N.A., Lehman Commercial Paper, Inc., Mellon Bank, N.A. and Wells Fargo Bank, National Association as co-agents, dated as of May 24, 2005
	31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Henry Schein, Inc.
		(Registrant)
		By: /s/ Steven Paladino
		Steven Paladino
		Executive Vice President and
		Chief Financial Officer
		(Authorized Signatory and Principal Financial and Accounting Officer)

Dated: August 3, 2005

Exhibit 3.1

CERTIFICATE OF AMENDMENT

     HENRY SCHEIN, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

     FIRST: The name of the corporation is Henry Schein, Inc. (the “Corporation”). The name under which the Corporation was originally incorporated was Henry Schein USA, Inc., and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was December 23, 1992.

     SECOND: The Amended and Restated Certificate of Incorporation, as heretofore amended (the “Certificate of Incorporation”), of the Corporation is hereby amended to increase the authorized number of shares of the Corporation’s common stock, par value $0.01, from 120,000,000 to 240,000,000 by striking out the first paragraph of Article FOURTH thereof and by substituting in lieu of said paragraph the following new paragraph:

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is two hundred forty-one million (241,000,000) shares, consisting of two hundred forty million (240,000,000) shares of common stock having a par value of one cent ($0.01) per share (“Common Stock”) and one million (1,000,000) shares of preferred stock having a par value of one cent ($0.01) per share (“Preferred Stock”).

     THIRD: The foregoing amendment to the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, Henry Schein, Inc. has caused this Certificate to be signed this 25 day of May, 2005.

		HENRY SCHEIN, INC.
		By:		/s/ Michael S. Ettinger
		Name:		Michael S. Ettinger
		Title:		Vice President and General Counsel

Exhibit 10.1

$300,000,000

CREDIT AGREEMENT

among

HENRY SCHEIN, INC.,

as Borrower,

The Several Lenders Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

CITIBANK, N.A.,

as Syndication Agent,

HSBC BANK USA, N.A.,

LEHMAN COMMERCIAL PAPER INC.,

MELLON BANK, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Co-Agents

Dated as of May 24, 2005

J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner

TABLE OF CONTENTS

		Page
Section 1. DEFINITIONS			1
1.1 Defined Terms			1
1.2 Other Definitional Provisions			21
1.3 Rounding			22
1.4 References to Agreements and Laws			22
Section 2. AMOUNT AND TERMS OF COMMITMENTS			22
2.1 Revolving Credit Commitments			22
2.2 Procedure for Revolving Credit Borrowing			23
2.3 Swingline Commitment			23
2.4 Procedure for Swingline Borrowing; Refunding of Swingline Loans			24
2.5 Fees			26
2.6 Termination or Reduction of Commitments			27
2.7 Increase in Commitments			27
2.8 Repayment of Revolving Credit Loans			28
Section 3. CERTAIN PROVISIONS APPLICABLE TO THE LOANS			29
3.1 Optional and Mandatory Prepayments			29
3.2 Conversion and Continuation Options			30
3.3 Maximum Number of Tranches			30
3.4 Interest Rates and Payment Dates			30
3.5 Computation of Interest and Fees			31
3.6 Inability to Determine Interest Rate			31
3.7 Pro Rata Treatment and Payments			32
3.8 Illegality			34
3.9 Requirements of Law			34
3.10 Taxes			35
3.11 Break Funding Payments			37
3.12 Change of Lending Office; Removal of Lender			38
3.13 Evidence of Debt			38

Section 4. LETTERS OF CREDIT			39
4.1 L/C Commitment			39
4.2 Procedure for Issuance of Letter of Credit			39
4.3 Fees and Other Charges			40
4.4 L/C Participations			40
4.5 Reimbursement Obligation of the Borrower			41
4.6 Obligations Absolute			42
4.7 Letter of Credit Payments			42
4.8 Cash Collateralization			42
4.9 Letter of Credit Rules			43
Section 5. REPRESENTATIONS AND WARRANTIES			43
5.1 Financial Condition			43
5.2 No Material Adverse Change			44
5.3 Organization; Powers			44
5.4 Authorization; Enforceability			44
5.5 Governmental Approvals; No Conflicts			45
5.6 No Material Litigation			45
5.7 Compliance with Laws and Agreements			46
5.8 Taxes			46
5.9 Purpose of Loans			46
5.10 Environmental Matters			46
5.11 Disclosure			46
5.12 Ownership of Property: Liens			47
5.13 ERISA			47
5.14 Subsidiaries			47
5.15 Investment and Holding Company Status			47
5.16 Guarantors			47
Section 6. CONDITIONS PRECEDENT			48
6.1 Conditions to Initial Loans and Letters of Credit			48
6.2 Conditions to Each Loan and Letter of Credit			50

ii

Section 7. AFFIRMATIVE COVENANTS			50
7.1 Financial Statements			51
7.2 Certificates; Other Information			52
7.3 Conduct of Business and Maintenance of Existence			52
7.4 Payment of Obligations			52
7.5 Maintenance of Properties			53
7.6 Maintenance of Insurance			53
7.7 Books and Records			53
7.8 Inspection Rights			53
7.9 Compliance with Laws			54
7.10 Use of Proceeds			54
7.11 Notices			54
7.12 Guarantors			55
Section 8. NEGATIVE COVENANTS			55
8.1 Financial Covenants			55
8.2 Limitation on Liens			56
8.3 Limitation on Indebtedness			57
8.4 Fundamental Changes			58
8.5 Dispositions			58
8.6 ERISA			59
8.7 Transactions with Affiliates			59
8.8 Restrictive Agreements			60
Section 9. EVENTS OF DEFAULT			60
Section 10. THE ADMINISTRATIVE AGENT			63
10.1 Appointment			63
10.2 Delegation of Duties			63
10.3 Exculpatory Provisions			63
10.4 Reliance by Administrative Agent			64
10.5 Notice of Default			64

iii

10.6 Non-Reliance on Administrative Agent and Other Lenders			65
10.7 Indemnification			65
10.8 Administrative Agent in Its Individual Capacity			66
10.9 Successor Administrative Agent			66
10.10 The Sole Lead Arranger, the Sole Bookrunner and the Syndication Agent			66
Section 11. MISCELLANEOUS			67
11.1 Amendments and Waivers			67
11.2 Notices			68
11.3 No Waiver; Cumulative Remedies			69
11.4 Survival of Representations and Warranties			69
11.5 Payment of Expenses and Taxes			69
11.6 Successors and Assigns; Participations and Assignments			70
11.7 Adjustments; Set-off			74
11.8 Counterparts			75
11.9 Severability			75
11.10 Integration			75
11.11 GOVERNING LAW			75
11.12 Submission To Jurisdiction; Waivers			75
11.13 Acknowledgements			76
11.14 Confidentiality			76
11.15 USA Patriot Act			77
11.16 Judgment			77
11.17 WAIVERS OF JURY TRIAL			77