10-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2006
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
     
DELAWARE
(State or other jurisdiction of
incorporation or organization)
  135 Duryea Road
Melville, New York
(Address of principal executive offices)
     
11-3136595
(I.R.S. Employer Identification No.)
  11747
(Zip Code)
Registrant’s telephone number, including area code: (631) 843-5500
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
     
Common Stock, par value $.01 per share   The Nasdaq Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES: þ NO: o
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES: o NO: þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES: þ NO: o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o 
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer:  þ                    Accelerated filer:  o                    Non-accelerated filer:  o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES: o NO: þ 
     The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the NASDAQ National Market on July 1, 2006 was approximately $4,119,748,000.
     As of February 16, 2007, there were 87,954,128 shares of registrant’s Common Stock, par value $.01 per share, outstanding.
Documents Incorporated by Reference:
     Portions of the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year (December 30, 2006) are incorporated by reference in Part III hereof.
 
 

 


 

TABLE OF CONTENTS
                 
            Page
            Number
PART I            
 
  ITEM 1.   Business     3  
 
  ITEM 1A.   Risk Factors     14  
 
  ITEM 1B.   Unresolved Staff Comments     20  
 
  ITEM 2.   Properties     21  
 
  ITEM 3.   Legal Proceedings     21  
 
  ITEM 4.   Submission of Matters to a Vote of Security Holders     22  
 
               
PART II            
 
  ITEM 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     23  
 
  ITEM 6.   Selected Financial Data     27  
 
  ITEM 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations     29  
 
  ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk     46  
 
  ITEM 8.   Financial Statements and Supplementary Data     48  
 
  ITEM 9.   Changes In and Disagreements With Accountants on Accounting and Financial Disclosure     86  
 
  ITEM 9A.   Controls and Procedures     86  
 
  ITEM 9B.   Other     90  
 
               
PART III            
 
  ITEM 10.   Directors, Executive Officers and Corporate Governance     91  
 
  ITEM 11.   Executive Compensation     91  
 
  ITEM 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     92  
 
  ITEM 13.   Certain Relationships and Related Transactions, and Director Independence     92  
 
  ITEM 14.   Principal Accountant Fees and Services     92  
 
               
PART IV            
 
  ITEM 15.   Exhibits and Financial Statement Schedules     93  
 
      Signatures     94  
 
      Exhibit Index     97  
 EX-3.1: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 EX-3.2: AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 EX-21.1: LIST OF SUBSIDIARIES
 EX-23.1: CONSENT OF BDO SEIDMAN LLP
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32.1: CERTIFICATION

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PART I
ITEM 1. Business
General
     We believe 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 500,000 customers worldwide, including dental practitioners and laboratories, physician practices and animal health clinics, as well as government and other institutions. We believe that we have a strong brand identity due to our 75 years of experience distributing healthcare products.
     We are headquartered in Melville, New York, employ more than 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, Israel, Australia and New Zealand. We also have an affiliate in Iceland.
     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 reportable segments: healthcare distribution and technology. These segments offer different products and services to the same customer base. The healthcare distribution reportable segment aggregates our dental, medical (including animal health) and international operating segments. Products distributed include 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 approximately 85% of the estimated 135,000 office-based dental practices in the combined United States and Canadian dental market. Based upon an estimated $5.5 billion combined United States and Canadian dental market, we estimate our share of this market was approximately 38% in 2006.
     Our medical group serves approximately 45% of the estimated 250,000 office-based physician practices, as well as surgical centers and other alternate-care settings throughout the United States. We also serve over 75% of the estimated 26,000 animal health clinics in the United States. Based upon an estimated $8.5 billion combined market, we estimate our share of this market was approximately 17% in 2006.
     Our international group serves approximately 240,000 practices in 17 countries outside of North America and is what we believe to be a leading European healthcare supplier serving office-based practices. Based upon an estimated $8.0 billion European combined dental, medical and animal health market in which we operate, we estimate our share of this market was approximately 15% in 2006.
     Our technology group provides software, technology and other value-added services to healthcare practitioners, primarily in the United States and Canada. Our value-added practice solutions include practice-management software systems for dental and medical practitioners and animal health clinics. Our technology group offerings also include financial services and continuing education services for practitioners.

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Industry
     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 animal health markets, was estimated to produce revenues of approximately $22.0 billion in 2006 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. Supplies and small equipment are generally purchased from more than one distributor, with one generally serving as the primary supplier.
     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 from hospitals to alternate-care sites, 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 and other alternate-care settings. The elder-care market continues to benefit from the increasing growth rate of the population of elderly Americans.
     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.
Competition
     The distribution and manufacture of healthcare supplies and equipment is highly competitive. Many of the healthcare distribution products we sell are available to our customers from a number of suppliers. In addition, our competitors could obtain exclusive rights from manufacturers to market particular products. Manufacturers also could seek to sell directly to end-users, and thereby eliminate or reduce our role and that of other distributors.
     In North America, we compete with other distributors, as well as several manufacturers of dental, medical and animal health products, primarily on the basis of price, breadth of product line, customer service and value-added products and services. In the sale of our dental products, our primary competitors are Patterson Companies, Inc. and Benco Dental Supply Company. In addition, we compete against a number of other distributors that operate on a national, regional and local level. Our primary competitors in the sale of medical products are PSS World Medical, Inc., the General Medical division of McKesson Corp. and the Allegiance division of Cardinal Health, Inc., which are national distributors. In the animal health market, our primary competitors are Butler Animal Health Supply, LLC, MWI Veterinary Supply Inc., Animal Health International, Inc. and the Webster Veterinary division of Patterson Companies, Inc. We also compete against a number of regional and local medical and animal health distributors, as well as a number of manufacturers that sell directly to physicians and veterinarians. With regard to our dental practice management software, we compete against numerous companies, including PracticeWorks, Inc., which was recently acquired by a subsidiary of the Onex Corporation, and Patterson Companies, Inc. In the animal health practice management market, our primary competitor is IDEXX Laboratories, Inc. The medical practice management and electronic medical records market is very fragmented and therefore we compete against numerous companies such as Misys plc Healthcare Systems and Quality System’s, Inc.’s NextGen Healthcare Information Systems divisions.

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     We also face significant competition internationally, where we compete on the basis of price and customer service against several large competitors, including the GACD Group, Pluradent AG & Co., Planmeca Oy, Omega Pharma NV and Billericay Dental Supply Co. Ltd., as well as a large number of dental, medical and animal health product distributors and manufacturers in the United Kingdom, the Netherlands, Belgium, Germany, France, Austria, Ireland, Italy, Australia, New Zealand, Portugal, Spain and Switzerland.
     Significant price reductions by our competitors could result in a similar reduction in our prices. Any of these competitive pressures may materially adversely affect operating results.
Competitive Strengths
     We have 75 years of experience in distributing products to healthcare practitioners resulting in strong awareness of the “Henry Schein” name. Our competitive strengths include:
Direct sales and marketing expertise. Our sales and marketing efforts are designed to establish and solidify customer relationships through personal visits by field sales representatives, frequent direct marketing and telesales contact, emphasizing our broad product lines, including exclusive distribution agreements, competitive prices and ease of order placement. The key elements of our direct sales and marketing efforts are:
    Field sales consultants. We have approximately 2,425 field sales consultants, including equipment sales specialists, covering major North American and international markets. These consultants complement our direct marketing and telesales efforts and enable us to better market, service and support the sale of more sophisticated products and equipment.
 
    Direct marketing. During 2006, we distributed more than 35 million pieces of direct marketing material, including catalogs, flyers, order stuffers and other promotional materials to existing and potential office-based healthcare customers.
 
    Telesales. We support our direct marketing effort with approximately 1,375 inbound and outbound telesales representatives, who facilitate order processing and generate new sales through direct and frequent contact with customers.
Broad product and service offerings at competitive prices. We offer a broad range of products and services to our customers, at competitive prices, in the following categories:
    Consumable supplies and equipment. We offer over 70,000 Stock Keeping Units (“SKUs”) to our customers. Of the SKUs offered, approximately 42,000 are offered to our dental customers, approximately 35,000 to our medical customers and approximately 23,000 to our animal health customers. We offer over 100,000 additional SKUs to our customers in the form of special order items.
 
    Technology and other value-added products and services. We sell practice management software systems to our dental, medical and animal health customers. Our practice management software products provide practitioners with patient treatment history, billing, accounts receivable analyses and management, appointment calendars, electronic claims processing and word processing programs. As of December 30, 2006, more than 50,000 of our Dentrix®, Easy Dental®, Enterprise, Labnet (dental laboratory), EMR (medical) and our AVImark® (animal health) software systems were installed.

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    Repair services. We have 170 equipment sales and service centers worldwide that provide a variety of repair services for our healthcare customers. Our technicians provide installation and repair services for dental handpieces; dental, medical and animal health small equipment; table top sterilizers; and large dental equipment.
 
    Financial services. We offer our customers assistance in operating their practices by providing access to a number of financial services and products at rates that we believe are generally lower than what they would be able to secure independently.
Commitment to superior customer service. We maintain a strong commitment to providing superior customer service. We frequently monitor our customer service through customer surveys, focus groups and statistical reports. Our customer service policy primarily focuses on:
    Exceptional order fulfillment. Approximately 99% of items ordered in the United States and Canada are shipped without back ordering and are shipped on the same business day the order is received.
 
    Streamlined ordering process. Customers may place orders 24 hours a day, 7 days a week (“24/7”) by mail, fax, telephone, e-mail, Internet and by using our computerized order entry systems.
Integrated management information systems. Our information systems generally allow for centralized management of key functions, including accounts receivable, inventory, accounts payable, payroll, purchasing, sales and order fulfillment. These systems allow us to manage our growth, deliver superior customer service, properly target customers, manage financial performance and monitor daily operational statistics.
Cost-effective purchasing. We believe that cost-effective purchasing is a key element to maintaining and enhancing our position as a low-cost provider of healthcare products. We continuously evaluate our purchase requirements and suppliers’ offerings and prices in order to obtain products at the lowest possible cost. In 2006, our top 10 healthcare distribution suppliers and our single largest supplier accounted for approximately 30% and 7% of our aggregate purchases.
Efficient distribution. We distribute our products from our strategically located distribution centers. We strive to maintain optimal inventory levels in order to satisfy customer demand for prompt delivery and complete order fulfillment. These inventory levels are managed on a daily basis with the aid of our management information systems. Once an order is entered, it is electronically transmitted to the distribution center nearest the customer’s location and a packing slip for the entire order is printed for order fulfillment.

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Products
     The following table sets forth the percentage of consolidated net sales by principal categories of products offered through our healthcare distribution and technology reportable segments:
                         
    2006   2005   2004
Healthcare Distribution
                       
Dental:
                       
Consumable dental products, dental laboratory products and small equipment (1)
    45.4 %     46.9 %     45.7 %
Large dental equipment (2)
    18.6       17.0       14.4  
 
                       
Total dental
    64.0       63.9       60.1  
 
                       
 
                       
Medical:
                       
Medical products (3)
    30.1       30.6       33.5  
Animal health products (4)
    4.0       3.6       4.3  
 
                       
Total medical
    34.1       34.2       37.8  
 
                       
 
                       
Total Healthcare Distribution
    98.1       98.1       97.9  
 
                       
 
                       
Technology
                       
Software and related products and other value-added products (5)
    1.9       1.9       2.1  
 
                       
 
                       
Total
    100.0 %     100.0 %     100.0 %
 
                       
 
(1)   Includes X-ray products, infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, dental implants, gypsum, acrylics, articulators and abrasives.
 
(2)   Includes dental chairs, delivery units and lights, X-ray equipment, equipment repair and high-tech equipment.
 
(3)   Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray products, equipment and vitamins.
 
(4)   Includes branded and generic pharmaceuticals, surgical products, small equipment and dental products.
 
(5)   Includes software and related products and other value-added products, including financial products and continuing education.
Business Strategy
     Our objective is to continue to expand as a value-added distributor of healthcare products and services to office-based healthcare practitioners. To accomplish this, we will apply our competitive strengths in executing the following strategies:
  Increase penetration of our existing customer base. We intend to increase sales to our existing customer base and enhance our position as their primary supplier. In the North American dental market, total consumable sales per practitioner are estimated to be approximately $29,000, compared to our average dental customer’s sales of approximately $12,000 (or 42%). In the U.S. medical market, total sales per practitioner are estimated to be approximately $12,000, compared to our average U.S. medical customer’s sales of approximately $4,500 (or 38%). In the European dental market, total sales per practitioner are estimated to be approximately $23,000, compared to our average European dental customer’s sales of approximately $6,600 (or 29%).
  Increase the number of customers we serve. This strategy includes increasing the number and productivity of field sales consultants, as well as using our customer database to focus our marketing efforts.
  Leverage our value-added products and services. We intend to increase cross-selling efforts for key product lines. In the dental business, we have significant cross-selling opportunities between our dental practice management software users and our dental distribution customers. In the medical business, we

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    have opportunities to expand our vaccine, injectables and other pharmaceuticals sales to medical distribution customers, as well as cross-selling core products with these key products. In the animal health business, we have opportunities to sell several major new pharmaceutical lines to existing customers, as well as cross-selling opportunities from our dental sales expertise.
  Pursue strategic acquisitions and joint ventures. Our acquisition strategy includes acquiring entities with businesses complementary to ours that will provide, among other things, additional sales to be channeled through our existing distribution infrastructure, access to additional product lines and networks of field sales consultants and an opportunity to further expand internationally.
Markets Served
     Demographic trends indicate that our markets are growing, as an aging U.S. population is increasingly using healthcare services. Between 2006 and 2016, the 45 and older population is expected to grow by approximately 18%. Between 2006 and 2026, this age group is expected to grow by approximately 32%. This compares with expected total U.S. population growth rates of 9% between 2006 and 2016 and 18% between 2006 and 2026.
     In the dental industry, there is predicted to be a rise in oral healthcare expenditures as this segment of the population increases. Cosmetic dentistry is another growing aspect of dental practices as new technologies allow dentists to offer cosmetic solutions that patients seek. At the same time, there is an increase in dental insurance coverage. Approximately 55% of the U.S. population now has some form of dental coverage, up from 47% in 1995.
     We support our dental professionals through the many SKUs that we offer, as well as through important value-added services, including practice management software, electronic claims processing, financial services and continuing education, all designed to help maximize a practitioner’s efficiency.
     There continues to be a migration of procedures from acute-care settings to physicians’ offices, a trend that provides additional opportunities for us. There also is the continuing use of vaccines, injectables and other pharmaceuticals in alternate-care settings. We believe we have established a leading position as a vaccine supplier to the office-based physician practitioner.
     We believe our international group is a leading European healthcare supplier servicing office-based dental, medical and animal health practices. We are in the process of implementing SAP Software across Europe. Additionally, we are expanding our dental full-service model throughout Europe and our medical offerings in countries where opportunities exist. Through our “Schein Direct” program, we have the capability to provide door-to-door air package delivery to practitioners in over 200 countries around the world.
Seasonality and Other Factors Affecting Our Business
     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 also may be adversely affected by a variety of other factors, including:
    costs of developing new applications and services;

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    costs related to acquisitions and/or integrations of technologies or businesses;
 
    timing and amount of sales and marketing expenditures;
 
    loss of sales representatives;
 
    general economic conditions, as well as those specific to the healthcare industry and related industries;
 
    timing of the release of functions of our technology-related products and services;
 
    our success in establishing or maintaining business relationships;
 
    changes in accounting principles;
 
    product availability or recalls by manufacturers;
 
    exposure to product liability and other claims in the event that the use of the products we sell results in injury; and
 
    increases in the cost of shipping or service trouble with our third-party shippers.
     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.
Governmental Regulations
     Our business is subject to requirements under various local, state, federal and foreign governmental laws and regulations applicable to the distribution of pharmaceuticals and medical devices. Among the federal laws applicable to us are the Controlled Substances Act, the Federal Food, Drug, and Cosmetic Act, as amended, the Prescription Drug Marketing Act of 1987 and the Safe Medical Devices Act of 1990, as amended, and comparable foreign regulations.
     The Federal Food, Drug, and Cosmetic Act generally regulates the introduction, manufacture, advertising, labeling, packaging, storage, handling, marketing and distribution of, and record keeping for, pharmaceuticals and medical devices shipped in interstate commerce.
     The Prescription Drug Marketing Act of 1987, which amended the Federal Food, Drug, and Cosmetic Act, establishes certain requirements applicable to the wholesale distribution of prescription drugs, including the requirement that wholesale drug distributors be registered with the Secretary of Health and Human Services and be licensed by each state in which they conduct business, and act in accordance with federally established guidelines on storage, handling and record maintenance. The Safe Medical Devices Act of 1990, which also amended the Federal Food, Drug, and Cosmetic Act, imposes certain reporting and record-keeping requirements in the event of incidents involving serious injury, illness or death caused by a medical device distributed by us.
     Under the Controlled Substances Act, as a distributor of controlled substances, we are required to obtain a registration annually from the Attorney General in accordance with specified rules and regulations and are subject to inspection by the Drug Enforcement Administration acting on behalf of the Attorney General. We are required to maintain licenses and permits for the distribution of pharmaceutical products and medical devices under the laws of the states in which we operate. Our customers are also subject to significant governmental regulation.

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     Certain of our businesses are required to register for permits and/or licenses with, and comply with operating and security standards of, the United States Drug Enforcement Administration, United States Food and Drug Administration, the Department of Health and Human Services, and various state boards of pharmacy, state health departments and/or comparable state agencies as well as foreign agencies, and certain accrediting bodies depending on the type of operations and location of product distribution, manufacturing or sale. These businesses include those that distribute, manufacture and/or repackage prescription pharmaceuticals and/or medical devices, or own pharmacy operations. The United States Drug Enforcement Administration, the Federal Food and Drug Administration and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations.
     Certain of our businesses are subject to federal and state healthcare fraud and abuse, referral and reimbursement laws and regulations with respect to their operations. Such laws prohibit, among other things, persons from soliciting, offering, receiving or paying remuneration in order to induce the referral of a patient or ordering or purchasing of items or services that are paid for by government health care programs. The fraud and abuse laws and regulations are subject to frequent modification and varied interpretation. Certain of our businesses also maintain contracts with the federal government and are subject to certain regulatory requirements relating to government contractors.
     Certain of our businesses are subject to various additional federal, state and local laws and regulations, including with respect to the sale, transportation, handling and disposal of hazardous or potentially hazardous substances. In recent years, some states have passed or proposed laws and regulations that are intended to protect the integrity of the supply channel. For example, certain states are implementing pedigree requirements that require drugs to be accompanied by paperwork tracing drugs back to the manufacturers. There have been increasing efforts by various levels of government to regulate the pharmaceutical distribution system in order to prevent the introduction of counterfeit, adulterated or misbranded pharmaceuticals into the distribution system. At the federal level, the Federal Food and Drug Administration issued final regulations pursuant to the Prescription Drug Marketing Act that became effective in December 2006. The regulations impose pedigree and other chain of custody requirements that increase the costs and/or burden to us of selling our product and handling product returns. In early December 2006, the federal District Court for the Eastern District of New York issued a preliminary injunction, temporarily enjoining the implementation of the regulations in response to a case initiated by secondary distributors. We cannot predict the ultimate outcome of this legal proceeding.
     In addition, United States and international import and export laws and regulations require us to abide by certain standards relating to the importation and exportation of products. Certain of our businesses also may be subject to federal and state requirements relating to the protection and privacy of health or other personal information. We also are subject to certain laws and regulations concerning the conduct of our foreign operations, including the U.S. Foreign Corrupt Practices Act and anti-bribery laws and laws pertaining to the accuracy of our internal books and records.
     While we believe that we are compliant with the foregoing laws and regulations promulgated thereunder and possess all material permits and licenses required for the conduct of our business, there can be no assurance that regulations that impact our business or customers’ practices will not have a material adverse impact on our business.

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Proprietary Rights
     We hold trademarks relating to the “Henry Schein” name and logo, as well as certain other trademarks. Pursuant to agreements executed in connection with our reorganization in 1994, both Henry Schein, Inc. and Schein Pharmaceutical, Inc. (which was acquired by Watson Pharmaceuticals, Inc. in 2000), a company previously engaged in the manufacture and distribution of multi-source pharmaceutical products, are entitled to use the “Schein” name in connection with their respective businesses, but Schein Pharmaceutical, Inc. is not entitled to use the name “Henry Schein.” We intend to protect our trademarks to the fullest extent practicable.
Employees
     As of December 30, 2006, we employed more than 11,000 full-time employees, including approximately 1,375 telesales representatives, 2,425 field sales consultants, including equipment sales specialists, 1,875 warehouse employees, 950 computer programmers and technicians, 975 management employees and 3,800 office, clerical and administrative employees. Approximately 453 or 4.1% of our employees were subject to collective bargaining agreements. We believe that our relations with our employees are excellent.
Available Information
     We make available free of charge through our Internet Web site, www.henryschein.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, statements of beneficial ownership of securities on Forms 3, 4 and 5 and amendments to these reports and statements filed or furnished pursuant to Section 13(a) and Section 16 of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.
     The above information is also available at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or obtainable by calling the SEC at (800) 732-0330. In addition, the SEC maintains an Internet Web site at www.sec.gov, where the above information can be viewed.
     Our principal executive offices are located at 135 Duryea Road, Melville, New York 11747, and our telephone number is (631) 843-5500. Unless the context specifically requires otherwise, the terms the “Company,” “Henry Schein,” “we,” “us” and “our” mean Henry Schein, Inc., a Delaware corporation, and its consolidated subsidiaries.

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Executive Officers of the Registrant
     The following table sets forth certain information regarding our executive officers:
             
Name   Age   Position
 
           
Stanley M. Bergman
    57     Chairman, Chief Executive Officer, Director
Gerald A. Benjamin
    54     Executive Vice President, Chief Administrative Officer, Director
James P. Breslawski
    53     President, Chief Operating Officer, Director
Leonard A. David
    58     Senior Vice President, Chief Compliance Officer
Stanley Komaroff
    71     Senior Advisor
Mark E. Mlotek
    51     Executive Vice President, Corporate Business Development, Director
Steven Paladino
    49     Executive Vice President, Chief Financial Officer, Director
Michael Racioppi
    52     President, Medical Group
Michael Zack
    54     President, International Group
     Stanley M. Bergman has been our Chairman and Chief Executive Officer since 1989 and a director since 1982. Mr. Bergman held the position of President from 1989 to 2005. Mr. Bergman held the position of Executive Vice President from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985.
     Gerald A. Benjamin has been our Executive Vice President and Chief Administrative Officer since 2000 and a director since 1994. Prior to holding his current position, Mr. Benjamin was Senior Vice President of Administration and Customer Satisfaction since 1993. Mr. Benjamin was Vice President of Distribution Operations from 1990 to 1992 and Director of Materials Management from 1988 to 1990. Before joining us in 1988, Mr. Benjamin was employed for 13 years in various management positions at Estée Lauder, Inc., where his last position was Director of Materials Planning and Control.
     James P. Breslawski has been our President and Chief Operating Officer since May 2005 and a director since 1992. Mr. Breslawski held the position of Executive Vice President and President of U.S. Dental from 1990 to April 2005, with primary responsibility for the North American Dental Group. Between 1980 and 1990, Mr. Breslawski held various positions with us, including Chief Financial Officer, Vice President of Finance and Administration and Controller.
     Leonard A. David has been our Senior Vice President and Chief Compliance Officer since March 2006. Mr. David held the position of Vice President and Chief Compliance Officer from March 2005 to March 2006. Mr. David held the position of Vice President of Human Resources and Special Counsel from 1995 to March 2005. Mr. David held the position of Vice President, General Counsel and Secretary from 1990 through 1994 and practiced corporate and business law for eight years prior to joining us.
     Stanley Komaroff has been Senior Advisor since 2003. Prior to joining us, Mr. Komaroff was a partner for 35 years in the law firm of Proskauer Rose LLP, counsel to us. He served as Chairman of that firm from 1991 to 1999.
     Mark E. Mlotek has been Executive Vice President of the Corporate Business Development Group since 2004 and was Senior Vice President of Corporate Business Development from 2000 to 2004. Prior to that, Mr. Mlotek was Vice President, General Counsel and Secretary from 1994 to 1999 and became a director in 1995. Prior to joining us, Mr. Mlotek was a partner in the law firm of Proskauer Rose LLP, counsel to us, specializing in mergers and acquisitions, corporate reorganizations and tax law from 1989 to 1994.

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     Steven Paladino has been our Executive Vice President and Chief Financial Officer since 2000. Prior to holding his current position, Mr. Paladino was Senior Vice President and Chief Financial Officer from 1993 to 2000 and has been a director since 1992. From 1990 to 1992, Mr. Paladino served as Vice President and Treasurer and from 1987 to 1990 served as Corporate Controller. Before joining us, Mr. Paladino was employed in public accounting for seven years, most recently with the international accounting firm of BDO Seidman, LLP. Mr. Paladino is a certified public accountant.
     Michael Racioppi has been President of our Medical Group since 2000 and Interim President since 1999. Prior to holding his current position, Mr. Racioppi was Vice President from 1994 to 1999, with primary responsibility for the Medical Group and the marketing and merchandising groups. Mr. Racioppi served as Vice President and as Senior Director, Corporate Merchandising from 1992 to 1994. Before joining us in 1992, Mr. Racioppi was employed by Ketchum Distributors, Inc. as the Vice President of Purchasing and Marketing.
     Michael Zack has been President of our International Group since March 2006. Mr. Zack held the position of Senior Vice President of our International Group from 1989 to March 2006. Mr. Zack was employed by Polymer Technology (a subsidiary of Bausch & Lomb) as Vice President of International Operations from 1984 to 1989 and by Gruenenthal GmbH as Manager of International Subsidiaries from 1975 to 1984.

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ITEM 1A. 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 also could increase their efforts to sell directly to end-users and thereby eliminate or reduce our role and that of other distributors. Industry consolidation among healthcare products distributors, the unavailability of products, whether due to our inability to gain access to products or to interruptions in supply from manufacturers, or the emergence of new competitors also could 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; consolidation of healthcare manufacturers; collective purchasing arrangements among office-based healthcare practitioners; and changes in 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 distribution of pharmaceuticals and medical devices. Among the federal laws with which we must comply are the Controlled Substances Act, the Federal Food, Drug, and Cosmetic Act, as amended, the Prescription Drug Marketing Act of 1987 and the Safe Medical Devices Act of 1990, as amended. 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.

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     Applicable federal and state laws and regulations also may require us to meet various standards relating to, among other things, licensure or registration, sales and marketing practices, product supply tracking to the manufacturer of the product, personnel, privacy of health or other personal information, and the importation and exportation of products. Our business also is subject to requirements of foreign governmental laws and regulations affecting our operations abroad.
     The failure to comply with any of these regulations, or new interpretations of existing laws and regulations, or the imposition of any additional laws and regulations could negatively affect our business. There can be no assurance that current or future United States or foreign government regulations will not adversely affect our business. The costs to us associated with complying with the various applicable federal and state statutes and regulations, as they now exist and as they may be modified, could be material. Allegations by a state or the federal government that we have not complied with these laws could have a material adverse impact on our businesses. If it is determined that we have not complied with these laws, or if we enter into settlement agreements to resolve allegations of non-compliance, we could be required to make settlement payments or be subject to civil and criminal penalties, including fines and the loss of licenses or our ability to participate in federal and state healthcare programs. Any of the foregoing could have a material adverse impact on our businesses. We believe that the healthcare services industry will continue to be subject to extensive regulation at the federal, state and local levels and that we have adequate compliance programs and controls to ensure compliance with the laws and regulations.
If we fail to comply with laws and regulations in respect to healthcare fraud, we could suffer penalties or be required to make significant changes to our operations.
     We are subject to extensive and frequently changing federal and state laws and regulations relating to healthcare fraud. The federal government continues to strengthen its position and scrutiny over practices involving healthcare fraud affecting government healthcare programs. Our relationships with pharmaceutical manufacturers and healthcare providers subject our business to laws and regulations on fraud and abuse which, among other things, (i) prohibit persons from soliciting, offering, receiving or paying any remuneration in order to induce the referral of a patient for treatment or for inducing the ordering or purchasing of items or services that are in any way paid for by government-sponsored healthcare programs and (ii) impose a number of restrictions upon referring physicians and providers of designated health services under government healthcare programs. While we believe that we are substantially compliant with all applicable laws, many of the regulations applicable to us are vague or indefinite and have not been interpreted by the courts. They may be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could require us to make changes in our operations. If we fail to comply with applicable laws and regulations, we could suffer civil and criminal penalties, including the loss of licenses or our ability to participate in federal and state healthcare programs.
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;
  regulatory requirements;

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  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.
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 and/or integrations of technologies or businesses;
  timing and amount of sales and marketing expenditures;
  loss of sales representatives;
  general economic conditions, as well as those specific to the healthcare industry and related industries;
  timing of the release of functions of our technology-related products and services;
  our success in establishing or maintaining business relationships;
  changes in accounting principles;
  product availability or recalls by manufacturers;
  exposure to product liability and other claims in the event that the use of the products we sell results in injury; and
  increases in the cost of shipping or service trouble with our third-party shippers.
     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

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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.
Our acquisitions may not result in the benefits and revenue growth we expect.
     We are in the process of integrating companies that we acquired 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.
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 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 products, medical devices 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 various insurance policies, including product liability insurance, covering risks and in amounts that we consider adequate. In many cases in which we have been sued in connection with products manufactured by others, the manufacturer of the product 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

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a reasonable cost, or that indemnification agreements will provide us with adequate protection. A successful claim brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business.
Our technology segment depends upon continued software and e-services product development, technical support and successful marketing.
     Competition among companies supplying practice-management software and/or e-services is intense and increasing. Our future sales of practice-management software and e-services will depend on, among other factors:
  the effectiveness of our sales and marketing programs;
  our ability to enhance our products and services; and
  our ability to provide ongoing technical support.
     We cannot be sure that we will be successful in introducing and marketing new software, software enhancements or e-services, or that such software, software enhancements and e-services will be released on time or accepted by the market. Our software and applicable e-services 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 or e-services, and rely upon copyright, trademark and trade secret laws, as well as contractual and common law protections. We cannot provide assurance that such legal protections will be available or enforceable to protect our software or e-services products.
Our revenues depend on our relationships with capable sales personnel as well as key customers, suppliers 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, suppliers 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 success is substantially 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 through 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.

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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 $210.0 million senior notes. Our fixed interest rates on the senior notes were 6.9% and 6.7% for the $130.0 million and $80.0 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.
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, restricted stock and the grant or exercise of stock options from time to time;
  the dilutive impact of convertible debt on our earnings per share;
  general market and economic conditions; and
  any outbreak or escalation of hostilities in areas where we do business.
     In addition, the Nasdaq Stock 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 have an adverse effect on our business.

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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.
Tax legislation initiatives could adversely affect our net earnings and tax liabilities.
     We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as foreign jurisdictions. From time to time, various legislative initiatives may be proposed that could adversely affect our tax positions. There can be no assurance that our effective tax rate will not be adversely affected by these initiatives. In addition, tax laws and regulations are extremely complex and subject to varying interpretations. Although we believe that our historical tax positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.
Item 1B. Unresolved Staff Comments
     We have no unresolved comments from the staff of the United States Securities and Exchange Commission that were issued 180 days or more preceding the end of our 2006 fiscal year.

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ITEM 2. Properties
     We own or lease the following properties:
                     
        Own or   Approximate   Lease Expiration
Property   Location   Lease   Square Footage   Date
Corporate Headquarters
  Melville, NY   Own     105,000     N/A
Corporate Headquarters
  Melville, NY   Lease     185,000     July 2020
Administrative Office (1)
  Pelham, NY   Lease     108,000     July 2007
Office and Distribution Center
  West Allis, WI   Lease     106,000     October 2011
Distribution Center
  Denver, PA   Lease     613,000     February 2013
Distribution Center
  Indianapolis, IN   Own     287,000     N/A
Distribution Center
  Indianapolis, IN   Lease     144,000     June 2009
Distribution Center
  Grapevine, TX   Lease     176,000     July 2008
Distribution Center
  Gallin, Germany   Own     215,000     N/A
Distribution Center
  Jacksonville, FL   Lease     212,000     June 2013
Distribution Center
  Niagara on the Lake, Canada   Lease     94,000     September 2016
Distribution Center
  Sparks, NV   Lease     271,000     March 2011
Distribution Center
  Gillingham, United Kingdom   Lease     103,000     April 2010
Distribution Center
  Tours, France   Own     133,000     N/A
 
(1)   We are subletting 66,500 square feet of this facility through July 2007 to a third-party.
     The properties listed in the table above are our principal properties primarily used by our healthcare distribution segment. In addition, we lease numerous other distribution, office, showroom, manufacturing and sales space in locations including the United States, Canada, France, Germany, the Netherlands, Belgium, Luxembourg, Switzerland, Spain, Austria, the Czech Republic, Israel, Italy, Ireland, Portugal, the United Kingdom, Australia and New Zealand. During 2007, we will commence operations of a new distribution center in Switzerland.
     We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on our business. We have additional operating capacity at certain distribution center facilities.
ITEM 3. Legal Proceedings
     Our business involves a risk of product liability 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 have a material adverse effect on our financial condition or results of operations.
     As of December 30, 2006, we had accrued our best estimate of potential losses relating to product liability 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,

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presently enacted laws and regulations and other external factors, including probable recoveries from third parties.
Product Liability Claims
     As of December 30, 2006, we were a defendant in approximately 44 product liability cases. In many of these cases, the manufacturers have agreed to defend and indemnify us. The manufacturers have withheld defense indemnification in some of these cases pending product identification. In our opinion, these cases are covered by insurance or will not otherwise have a material adverse effect on our financial condition or results of operations.
ITEM 4. Submission of Matters to a Vote of Security Holders
     No matters were submitted to a vote of our stockholders during the fourth quarter of fiscal 2006.

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PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
     Our common stock is traded on the NASDAQ Global Select Market tier of the Nasdaq Stock Market (“NASDAQ”) under the symbol HSIC. NASDAQ became operational as a stock exchange on August 1, 2006. Our common stock was quoted on NASDAQ before that time, including on the NASDAQ National Market tier before July 3, 2006. The following table sets forth, for the periods indicated, the high and low reported sales prices of our common stock as reported on NASDAQ (on and after August 1, 2006) and the high and low bid prices of our common stock as quoted on NASDAQ (before August 1, 2006) for each quarterly period in fiscal 2006 and 2005:
                 
    High   Low
Fiscal 2006:
               
1st Quarter
  $ 49.20     $ 42.82  
2nd Quarter
    49.57       44.37  
3rd Quarter
    52.35       46.17  
4th Quarter
    54.08       47.50  
 
               
Fiscal 2005:
               
1st Quarter
  $ 40.50     $ 32.70 *
2nd Quarter
    42.39       35.66  
3rd Quarter
    44.13       40.06  
4th Quarter
    45.93       38.08  
 
*   Adjusted for stock split effective on February 28, 2005.
     On February 16, 2007, there were approximately 901 holders of record of our common stock and the last reported sales price was $52.41.

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Purchases of Equity Securities by the Issuer
     Our current share repurchase program, announced on June 21, 2004, originally allowed us to repurchase up to $100.0 million in shares of our common stock, which represented approximately 3.5% of the shares outstanding at the commencement of the program. On October 31, 2005, our Board of Directors authorized an additional $100.0 million of shares in our common stock to be repurchased under this program. As of December 30, 2006, we had repurchased $128.8 million or 3,373,142 shares under this initiative, with $71.2 million remaining for future common stock share repurchases.
     The following table summarizes repurchases of our common stock under our stock repurchase program during the fiscal quarter ended December 30, 2006:
                                 
    Total           Total Number of   Maximum Number of
    Number   Average   Shares Purchased as   Shares that May Yet
    of Shares   Price Paid   Part of Our Publicly   Be Purchased Under
Fiscal Month   Purchased (1)   per Share   Announced Program   Our Program (2)
 
10/01/06 through 11/04/06
                      1,698,196  
11/05/06 through 12/02/06
    30,000     $ 48.56       30,000       1,613,144  
12/03/06 through 12/30/06
    265,137       49.43       265,137       1,453,920  
 
                               
Total
    295,137               295,137          
 
                               
 
(1)   All repurchases were executed in the open market under our existing publicly announced authorized program.
 
(2)   The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the closing price of our common stock at that time.
Dividend Policy
     We have not declared any cash dividends on our common stock during fiscal years 2006 or 2005. We currently do not anticipate declaring any cash dividends on our common stock in the foreseeable future. We intend to retain earnings to finance the expansion of our business and for general corporate purposes, including our stock repurchase program. Any declaration of dividends will be at the discretion of our Board of Directors and will depend upon the earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends and other factors. The agreements governing our senior notes limit the distribution of dividends without the prior written consent of the lenders (limited to $25.0 million, plus 80% of cumulative net income, plus net proceeds from the issuance of additional capital stock.) As of December 30, 2006, the amount of retained earnings free of restrictions was $503.0 million.

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Stock Performance Graph
     The graph below compares the cumulative total stockholder return on $100 invested, assuming the reinvestment of all dividends, on December 29, 2001, the last trading day before the beginning of our 2002 fiscal year, through the end of fiscal 2006 with the cumulative total return on $100 invested for the same period in the Nasdaq Stock Market (U.S. companies) Composite Index and the Dow Jones U.S. Health Care Index.
     The graph also compares the cumulative total stockholder return to our former Peer Group Index which includes the following companies: Dentsply International Inc., MSC Industrial Direct Co., Inc., Omnicare, Inc., Owens & Minor, Inc., Patterson Companies, Inc., PSS World Medical, Inc. and W.W. Grainger, Inc. Two companies, Fisher Scientific International Inc. and Sybron Dental Specialties, Inc., previously included in our Peer Group, were removed because they were acquired in 2006.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG HENRY SCHEIN, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
(PERFORMANCE GRAPH)

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ASSUMES $100 INVESTED ON DECEMBER 29, 2001
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DECEMBER 30, 2006
                                                 
    December 29,   December 28,   December 27,   December 25,   December 31,   December 30,
    2001   2002   2003   2004   2005   2006
 
                                               
Henry Schein, Inc.
  $ 100.00     $ 119.88     $ 181.03     $ 180.95     $ 233.49     $ 262.07  
 
                                               
Peer Group Index .
    100.00       101.32       131.69       163.02       176.85       173.20  
 
                                               
NASDAQ Market Index
    100.00       69.75       104.88       113.70       116.19       128.12  
 
                                               
Dow Jones U.S. Health Care Index
    100.00       77.18       92.00       96.87       105.75       113.03  

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ITEM 6. Selected Financial Data
     The following selected financial data, with respect to our financial position and results of operations for each of the five fiscal years in the period ended December 30, 2006, set forth below, has been derived from, should be read in conjunction with and is qualified in its entirety by reference to, our consolidated financial statements and notes thereto. The selected financial data presented below should also be read in conjunction with ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ITEM 8, “Financial Statements and Supplementary Data.”
                                         
    Years ended
    December 30,   December 31,   December 25,   December 27,   December 28,
    2006   2005 (1)   2004 (1)   2003 (1)   2002 (1)
    (in thousands, except per share data)
 
Income Statement Data:
                                       
Net sales
  $ 5,153,097     $ 4,635,929     $ 3,898,485     $ 3,194,031     $ 2,675,645  
Gross profit
    1,480,055       1,316,936       1,054,465       908,163       771,538  
Selling, general and administrative expenses (2)
    1,175,158       1,053,798       862,267       690,393       591,915  
Operating income
    304,897       263,138       192,198       217,770       179,623  
Other expense, net
    (9,295 )     (16,534 )     (11,121 )     (8,973 )     (6,933 )
Income from continuing operations before taxes, minority interest and equity in earnings of affiliates
    295,602       246,604       181,077       208,797       172,690  
Income taxes from continuing operations
    (105,220 )     (90,456 )     (67,016 )     (77,959 )     (63,487 )
Minority interest in net income of subsidiaries
    (8,090 )     (5,963 )     (1,486 )     (2,807 )     (2,591 )
Equity in earnings of affiliates
    835       827       1,699       931       659  
Income from continuing operations
    183,127       151,012       114,274       128,962       107,271  
Income (loss) from discontinued operations, net
of tax (3)
    (19,368 )     (11,253 )     2,565       (794 )     4,146  
Net income
  $ 163,759     $ 139,759     $ 116,839     $ 128,168     $ 111,417  
 
                                       
Earnings from continuing operations per share:
                                       
Basic
  $ 2.08     $ 1.74     $ 1.31     $ 1.48     $ 1.23  
Diluted
    2.04       1.71       1.29       1.45       1.21  
 
                                       
Earnings (loss) from discontinued operations per share:
                                       
Basic
  $ (0.22 )   $ (0.13 )   $ 0.03     $ (0.01 )   $ 0.05  
Diluted
    (0.22 )     (0.13 )     0.03       (0.01 )     0.04  
 
                                       
Earnings per share:
                                       
Basic
  $ 1.86     $ 1.61     $ 1.34     $ 1.47     $ 1.28  
Diluted
    1.82       1.58       1.32       1.44       1.25  
 
                                       
Weighted-average common shares outstanding:
                                       
Basic
    87,952       87,006       87,253       87,417       86,978  
Diluted
    89,820       88,489       88,646       89,099       89,007  

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    Years ended  
    December 30,     December 31,     December 25,     December 27,     December 28,  
    2006     2005     2004     2003     2002  
    (in thousands)  
 
Net Sales by Market Data:
                                       
Healthcare Distribution (4):
                                       
Dental (5)
  $ 2,136,830     $ 1,896,643     $ 1,602,457     $ 1,364,812     $ 1,227,273  
Medical (6)
    1,516,155       1,394,121       1,284,279       1,178,310       944,600  
International (7)
    1,401,889       1,256,910       928,207       576,628       437,046  
 
                             
Total Healthcare Distribution
    5,054,874       4,547,674       3,814,943       3,119,750       2,608,919  
Technology (8)
    98,223       88,255       83,542       74,281       66,726  
 
                             
Total
  $ 5,153,097     $ 4,635,929     $ 3,898,485     $ 3,194,031     $ 2,675,645  
 
                             
                                         
    As of
    December 30,   December 31,   December 25,   December 27,   December 28,
    2006   2005   2004   2003   2002
    (in thousands)
 
Balance Sheet data:
                                       
Total assets
  $ 2,881,146     $ 2,583,120     $ 2,433,670     $ 1,819,370     $ 1,558,052  
Long-term debt
    455,806       489,520       525,682       247,100       242,561  
Minority interest
    21,746       12,353       12,438       11,532       6,748  
Stockholders’ equity (1)
    1,470,963       1,249,154       1,117,706       1,006,551       863,133  
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
 
(2)   During 2004, we recorded a $13.2 million pre-tax ($8.4 million post-tax) charge related to our Fluvirin® contract with Chiron Corporation. This charge, which represented the write-off of a deferred expense associated with the 2005/2006 influenza season, occurred as a result of the significant uncertainty about whether Chiron would be able to provide Fluvirin® for the 2005/2006 influenza season. The effect that this charge had on earnings per share for the year ended December 25, 2004 was $(0.10).
 
(3)   On April 1, 2006, we sold substantially all of the assets of our Hospital Supply Business, previously reported as part of our healthcare distribution reportable segment. The sale price was $36.5 million, which was received during the second quarter of 2006. As a result of this sale, included in the operating results from discontinued operations for 2006 is a $32.3 million ($19.4 million after-tax) loss on the sale, including $3.5 million ($2.1 million after-tax) of transitional service obligations and selling costs. Also, because the decision to divest this business was reached in 2005, we recorded an impairment charge to our long-lived assets of approximately $7.0 million, net of tax, or $(0.08) per diluted share in 2005.
 
    In the third quarter of 2003, we sold PMA Bode GmbH, an X-ray film distribution business located in Germany, which was a component of our healthcare distribution business. This sale resulted in a loss of $2.0 million, net of tax, or $(0.02) per diluted share. Due to immateriality, we have not reflected the operating results, other than the loss on sale, of PMA Bode separately as a discontinued operation for any of the periods presented. This was partially offset by the Hospital discontinued operation discussed above.
 
(4)   Consists of consumable products, small equipment, laboratory products, large dental equipment, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.
 
(5)   Consists of products sold in the United States and Canada.
 
(6)   Consists of products sold in the United States’ medical and animal health markets.
 
(7)   Consists of products sold in the dental, medical and animal health markets, primarily in Europe.
 
(8)   Consists of practice management software and other value-added products and services, which are sold primarily to healthcare providers in the United States and Canada.

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
     In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the following cautionary remarks regarding important factors which, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by us are subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements are identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate” or other comparable terms.
     Risk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but are not limited to: competitive factors; changes in the healthcare industry; changes in government regulations that affect us; financial risks associated with our international operations; fluctuations in quarterly earnings; our dependence on third parties for the manufacture and supply of our products; transitional challenges associated with acquisitions; financial risks associated with acquisitions; regulatory and litigation risks; the dependence on our continued product development, technical support and successful marketing in the technology segment; our dependence upon sales personnel and key customers; our dependence on our senior management; possible increases in the cost of shipping our products or other service trouble with our third-party shippers; risks from rapid technological change; risks from potential increases in variable interest rates; possible volatility of the market price of our common stock; certain provisions in our governing documents that may discourage third-party acquisitions of us; and changes in tax legislation that affect us. The order in which these factors appear should not be construed to indicate their relative importance or priority.
     We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. We undertake no duty and have no obligation to update forward-looking statements.
Executive Level Overview
     We believe 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 500,000 customers worldwide, including dental practitioners and laboratories, physician practices and animal health clinics, as well as government and other institutions. We believe that we have a strong brand identity due to our 75 years of experience distributing healthcare products.
     We are headquartered in Melville, New York, employ more than 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, Israel, Australia and New Zealand. We also have an affiliate in Iceland.
     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 reportable segments: healthcare distribution and technology. These segments offer different products and services to the same customer base. The healthcare distribution

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reportable segment aggregates our dental, medical (including animal health) and international operating segments. Products distributed include 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 practitioners, schools and other institutions in the combined United States and Canadian dental market. Our medical group serves office-based medical practitioners, surgical centers, other alternate-care settings, animal health clinics and other institutions throughout the United States. Our international group serves 17 countries outside of North America and is what we believe to be a leading European healthcare supplier serving office-based practitioners.
     Our technology group provides software, technology and other value-added services to healthcare practitioners, primarily in the United States and Canada. Our value-added practice solutions include practice-management software systems for dental and medical practitioners and animal health 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 technology solutions, including software, which can enhance the efficiency and facilitation of practice management.
     Our operating results in recent years have been significantly affected by strategies and transactions that 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 animal health markets, was estimated to produce revenues of approximately $22.0 billion in 2006 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. 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.

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     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 over 25% of the market. In the U.S. medical market, we estimate that more than 500 smaller distributors hold over 50% of the market, and in the European dental market, we estimate that more than 200 smaller distributors hold over 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 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 from hospitals to alternate-care sites, 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 estimated 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 Medicare and Medicaid Services (CMS) published “National Health Care Expenditures Projections: 2005 — 2015” indicating that total national healthcare spending reached $1.9 trillion in 2004, or 16.0% of the nation’s gross domestic product, the benchmark measure for annual production of goods and services in the United States. Healthcare spending is projected to reach $4.0 trillion in 2015, an estimated 20.0% of the nation’s gross domestic product.
Government 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

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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.
     There have been increasing efforts by various levels of government, including state departments of health, state boards of pharmacy and comparable agencies, to regulate the pharmaceutical distribution system in order to prevent the introduction of counterfeit, adulterated or mislabeled pharmaceuticals into the distribution system. Certain states have already adopted laws and regulations, including pedigree tracking requirements, that are intended to protect the integrity of the pharmaceutical distribution system. Regulations adopted under the federal Prescription Drug Marketing Act, effective December, 2006, require the passage of pedigree information. Other states and government agencies are currently considering similar laws and regulations. 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 each of the three years ended December 30, 2006, December 31, 2005 and December 25, 2004 (in thousands):
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005 (1)     2004 (1)  
Operating Results:
                       
Net sales
  $ 5,153,097     $ 4,635,929     $ 3,898,485  
Cost of sales
    3,673,042       3,318,993       2,844,020  
 
                 
Gross profit
    1,480,055       1,316,936       1,054,465  
Operating expenses:
                       
Selling, general and administrative (2)
    1,175,158       1,053,798       862,267  
 
                 
Operating income
  $ 304,897     $ 263,138     $ 192,198  
 
                 
 
                       
Other expense, net
  $ (9,295 )   $ (16,534 )   $ (11,121 )
Income from continuing operations
    183,127       151,012       114,274  
Income (loss) from discontinued operations, net of tax
    (19,368 )     (11,253 )     2,565  
Net income
    163,759       139,759       116,839  
                         
    Years ended
    December 30,   December 31,   December 25,
    2006   2005 (1)(3)   2004 (1)
Cash Flows:
                       
Net cash provided by operating activities
  $ 235,317     $ 254,776     $ 182,621  
Net cash used in investing activities
    (180,361 )     (206,681 )     (171,829 )
Net cash provided by (used in) financing activities
    (21,274 )     (28,501 )     34,748  
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
 
(2)   During 2004, we recorded a $13.2 million pre-tax ($8.4 million post-tax) charge related to our Fluvirin® contract with Chiron Corporation. This charge, which represented the write-off of a deferred expense associated with the 2005/2006 influenza season, occurred as a result of the significant uncertainty about whether Chiron would be able to provide Fluvirin® for the 2005/2006 influenza season. The effect that this charge had on earnings per share for the year ended December 25, 2004 was $(0.10).
 
(3)   Adjusted to reflect the reclassification of variable rate demand notes from ‘cash and cash equivalents’ to ‘available for sale securities’ at December 31, 2005.

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2006 Compared to 2005
Net Sales
     Net sales for 2006 and 2005 were as follows (in thousands):
                                 
            % of             % of  
    2006     Total     2005     Total  
Healthcare distribution (1):
                               
Dental (2)
  $ 2,136,830       41.5 %   $ 1,896,643       40.9 %
Medical (3)
    1,516,155       29.4       1,394,121       30.1  
International (4)
    1,401,889       27.2       1,256,910       27.1  
 
                       
Total healthcare distribution
    5,054,874       98.1       4,547,674       98.1  
Technology (5)
    98,223       1.9       88,255       1.9  
 
                       
Total
  $ 5,153,097       100.0 %   $ 4,635,929       100.0 %
 
                       
 
(1)   Consists of consumable products, small equipment, laboratory products, large dental equipment, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.
 
(2)   Consists of products sold in the United States and Canada.
 
(3)   Consists of products and equipment sold in the United States’ medical and animal health markets.
 
(4)   Consists of products sold in the dental, medical and animal health markets, primarily in Europe.
 
(5)   Consists of practice management software and other value-added products and services, which are sold primarily to healthcare providers in the United States and Canada.
     The $517.2 million, or 11.2%, increase in net sales for the year ended December 30, 2006 includes increases of 10.6% local currency growth (5.2% internally generated primarily due to volume growth and 5.4% from acquisitions) and 0.6% related to foreign currency exchange.
     The $240.2 million, or 12.7%, increase in dental net sales for the year ended December 30, 2006 includes increases of 11.9% local currency growth (8.4% internally generated primarily due to increased volume and 3.5% from acquisitions) and 0.8% related to foreign currency exchange. The 11.9% local currency growth was due to dental consumable merchandise sales growth of 9.8% (6.1% internal growth and 3.7% from acquisitions) and dental equipment sales and service growth of 18.4% (15.6% internal growth and 2.8% from acquisitions).
     The $122.0 million, or 8.8%, increase in medical net sales for the year ended December 30, 2006 includes increases of 8.8% local currency growth (0.6% internally generated and 8.2% from acquisitions).
     The $145.0 million, or 11.5%, increase in international net sales for the year ended December 30, 2006 includes increases of 10.7% in local currencies (5.6% from acquisitions and 5.1% internally generated), and 0.8% related to foreign currency exchange.
     The $10.0 million, or 11.3%, increase in technology net sales for the year ended December 30, 2006 includes increases of 10.9% in local currency growth (8.6% internally generated and 2.3% from acquisitions) and 0.4% due to foreign currency exchange. The increase was driven by growth in electronic service, financial services and support/maintenance revenue.

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Gross Profit
     Gross profit and gross margins for 2006 and 2005 by segment and in total were as follows (in thousands):
                                 
            Gross             Gross  
    2006     Margin %     2005     Margin %  
 
                               
Healthcare distribution
  $ 1,404,552       27.8 %   $ 1,249,836       27.5 %
Technology
    75,503       76.9       67,100       76.0  
 
                           
Total
  $ 1,480,055       28.7     $ 1,316,936       28.4  
 
                           
     Gross profit increased $163.1 million, or 12.4%, for the year ended December 30, 2006 compared to the 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 typically realize higher gross margins to recover investments in research and development.
     Healthcare distribution gross profit increased $154.7 million, or 12.4%, for the year ended December 30, 2006 compared to the prior year period. Healthcare distribution gross profit margin increased slightly to 27.8% for the year ended December 30, 2006 from 27.5% for the comparable prior year period.
     Technology gross profit increased $8.4 million, or 12.5%, for the year ended December 30, 2006 compared to the prior year period. Technology gross profit margin increased to 76.9% for the year ended December 30, 2006 from 76.0% for the comparable prior year period, primarily due to a change in sales mix reflecting a larger percentage of higher margin electronic and financial services sales and other cost improvements, largely in technical support.
Selling, General and Administrative
     Selling, general and administrative expenses by segment and in total for 2006 and 2005 were as follows (in thousands):
                                 
            % of             % of  
            Respective             Respective  
    2006     Net Sales     2005 (1)     Net Sales  
 
                               
Healthcare distribution
  $ 1,136,858       22.5 %   $ 1,019,317       22.4 %
Technology
    38,300       39.0       34,481       39.1  
 
                           
Total
  $ 1,175,158       22.8     $ 1,053,798       22.7  
 
                           
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
     Selling, general and administrative expenses increased by $121.4 million, or 11.5%, for the year ended December 30, 2006 compared to the prior year period. As a percentage of net sales, selling, general and administrative expenses increased to 22.8% from 22.7% for the comparable prior year period. This increase of 0.1% was primarily due to payroll and other expenses related to recent acquisitions.
     As a component of total selling, general and administrative expenses, selling expenses increased $88.3 million, or 12.5%, for the year ended December 30, 2006 from the prior year period. The increase was primarily due to payroll and other expenses related to recent acquisitions. As a percentage of net sales, selling expenses increased to 15.4% from 15.2% for the comparable prior year period.

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     As a component of total selling, general and administrative expenses, general and administrative expenses increased $33.1 million, or 9.5%, for the year ended December 30, 2006 from the prior year period. As a percentage of net sales, general and administrative expenses decreased to 7.4% from 7.5% for the comparable prior year period.
Other Expense, Net
     Other expense, net for the years ended 2006 and 2005 was as follows (in thousands):
                 
    2006     2005  
 
               
Interest income
  $ 16,440     $ 7,315  
Interest expense
    (27,800 )     (25,508 )
Other, net
    2,065       1,659  
 
           
Other expense, net
  $ (9,295 )   $ (16,534 )
 
           
     Other expense, net decreased $7.2 million to $9.3 million for the year ended December 30, 2006 from the comparable prior year period. This decrease was primarily due to an increase in interest income due to higher interest rates and average investment balances, a gain of approximately $2.0 million associated with a change in accounting for net investment hedging arrangements (see Note 1 to accompanying consolidated financial statements) and a reduction of interest expense of approximately $2.8 million representing the interest rate component of our mark-to-market adjustment, partially offset by increased interest expense due to higher interest rates.
Income Taxes
     For the year ended December 30, 2006, our effective tax rate from continuing operations was 35.6% compared to 36.7% for the prior year period. The difference between our effective tax rates and the federal statutory rates for both periods primarily relates to state income taxes.
Income (Loss) from Discontinued Operations
     In the first quarter of 2006 and during the year ended December 31, 2005, we recognized a loss of $19.4 million and $11.3 million, net of tax, related to discontinued operations (see Note 6 in the accompanying annual consolidated financial statements for further discussion).
Net Income
     Net income increased $24.0 million, or 17.2%, for the year ended December 30, 2006 compared to the prior year period. In 2006, net income includes a loss on the sale of discontinued operations of $19.4 million, net of taxes. In 2005, net income includes an impairment charge related to long-lived assets of discontinued operations of $7.0 million, net of tax.

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2005 Compared to 2004
Net Sales
     Net sales for 2005 and 2004 were as follows (in thousands):
                                 
            % of             % of  
    2005     Total     2004     Total  
Healthcare distribution (1):
                               
Dental (2)
  $ 1,896,643       40.9 %   $ 1,602,457       41.1 %
Medical (3)
    1,394,121       30.1       1,284,279       33.0  
International (4)
    1,256,910       27.1       928,207       23.8  
 
                       
Total healthcare distribution
    4,547,674       98.1       3,814,943       97.9  
Technology (5)
    88,255       1.9       83,542       2.1  
 
                       
Total
  $ 4,635,929       100.0 %   $ 3,898,485       100.0 %
 
                       
 
(1)   Consists of consumable products, small equipment, laboratory products, large dental equipment, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.
 
(2)   Consists of products sold in the United States and Canada.
 
(3)   Consists of products and equipment sold in the United States’ medical and animal health markets.
 
(4)   Consists of products sold in the dental, medical and animal health markets, primarily in Europe.
 
(5)   Consists of practice management software and other value-added products and services, which are sold primarily to healthcare providers in the United States and Canada.
     The $737.4 million, or 18.9%, increase in net sales for the year ended December 31, 2005 includes increases of 18.8% local currency growth (8.4% internally generated primarily due to volume growth and 10.4% from acquisitions) and 0.1% related to foreign currency exchange.
     The $294.2 million, or 18.4%, increase in dental net sales for the year ended December 31, 2005 includes increases of 17.9% local currency growth (11.3% internally generated primarily due to increased volume and 6.6% from acquisitions) and 0.5% related to foreign currency exchange. The 17.9% local currency growth was due to dental consumable merchandise sales growth of 15.5% (9.2% internal growth and 6.3% from acquisitions) and dental equipment sales and service growth of 25.7% (18.2% internal growth and 7.5% from acquisitions).
     The $109.8 million, or 8.6%, increase in medical net sales for the year ended December 31, 2005 includes increases of 8.6% local currency growth (7.6% internally generated, of which 4.1% was due to the absence of Fluvirin® influenza vaccine in 2004, and 1.0% from acquisitions).
     The $328.7 million, or 35.4%, increase in international net sales for the year ended December 31, 2005 includes increases of 35.7% in local currencies (30.9% from acquisitions, primarily of the Demedis Group, and 4.8% internally generated), offset by a 0.3% decline due to foreign currency exchange.
     The $4.7 million, or 5.6%, increase in technology net sales for the year ended December 31, 2005 includes increases of 5.4% in local currency growth and 0.2% due to foreign currency exchange. The increase was driven by growth in electronic service, financial services and support/maintenance revenue.

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Gross Profit
     Gross profit and gross margins for 2005 and 2004 by segment and in total were as follows (in thousands):
                                 
            Gross             Gross  
    2005     Margin %     2004     Margin %  
 
                               
Healthcare distribution
  $ 1,249,836       27.5 %   $ 992,537       26.0 %
Technology
    67,100       76.0       61,928       74.1  
 
                           
Total
  $ 1,316,936       28.4     $ 1,054,465       27.0  
 
                           
     Gross profit increased $262.5 million, or 24.9%, for the year ended December 31, 2005 compared to the prior year period.
     Healthcare distribution gross profit increased $257.3 million, or 25.9%, for the year ended December 31, 2005 compared to the prior year period. Healthcare distribution gross profit margin increased to 27.5% for the year ended December 31, 2005 from 26.0% for the comparable prior year period, primarily due to the absence of Fluvirin® influenza vaccine in 2004. These increases reflect a focus on margin improvement, including the shedding of certain lower margin pharmaceutical products by our medical business.
     Technology gross profit increased $5.2 million, or 8.4%, for the year ended December 31, 2005 compared to the prior year period. Technology gross profit margin increased to 76.0% for the year ended December 31, 2005 from 74.1% for the comparable prior year period, primarily due to a change in sales mix reflecting a larger percentage of higher margin electronic and financial services sales and other cost improvements, largely in support.
Selling, General and Administrative
     Selling, general and administrative expenses by segment and in total for 2005 and 2004 were as follows (in thousands):
                                 
            % of             % of  
            Respective             Respective  
    2005 (1)     Net Sales     2004 (1)     Net Sales  
 
                               
Healthcare distribution
  $ 1,019,317       22.4 %   $ 829,834       21.8 %
Technology
    34,481       39.1       32,433       38.8  
 
                           
Total
  $ 1,053,798       22.7     $ 862,267       22.1  
 
                           
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
     Selling, general and administrative expenses increased by $191.5 million, or 22.2%, for the year ended December 31, 2005 compared to the prior year period. As a percentage of net sales, selling, general and administrative expenses increased to 22.7% from 22.1% for the comparable prior year period. This increase of 0.6% was primarily due to payroll and other expenses related to recent acquisitions, partially offset by the absence of the 2004 $13.2 million charge related to Fluvirin®, as previously discussed.
     As a component of total selling, general and administrative expenses, selling expenses increased $141.6 million, or 25.1%, for the year ended December 31, 2005 from the prior year period. The increase was primarily due to payroll and other expenses related to recent acquisitions. As a percentage of net sales, selling expenses increased to 15.2% from 14.5% for the comparable prior year period.
     As a component of total selling, general and administrative expenses, general and administrative expenses increased $49.9 million, or 16.8%, for the year ended December 31, 2005 from the prior year period. As a

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percentage of net sales, general and administrative expenses decreased to 7.5% from 7.6% for the comparable prior year period primarily due to the absence of the 2004 $13.2 million charge related to Fluvirin®.
Other Expense, Net
     Other expense, net for the years ended 2005 and 2004 was as follows (in thousands):
                 
    2005     2004  
 
               
Interest income
  $ 7,315     $ 6,110  
Interest expense
    (25,508 )     (17,596 )
Other, net
    1,659       365  
 
           
Other expense, net
  $ (16,534 )   $ (11,121 )
 
           
     Other expense, net increased $5.4 million to $16.5 million for the year ended December 31, 2005 from the comparable prior year period. This increase was primarily due to increased interest expense related to the costs of financing acquisitions along with increased interest rates, partially offset by an increase in interest income.
Income Taxes
     For the year ended December 31, 2005, our effective tax rate from continuing operations was 36.7% compared to 37.0% for the prior year period. The difference between our effective tax rates and the federal statutory rates for both periods primarily relates to state income taxes.
Income (Loss) from Discontinued Operations
     During the year ended December 31, 2005, we recognized a loss of $11.3 million, net of tax, related to discontinued operations (see Note 6 in the accompanying annual consolidated financial statements for further discussion).
Net Income
     Net income increased $22.9 million, or 19.6%, for the year ended December 31, 2005 compared to the prior year period. In 2005, net income includes an impairment charge related to long-lived assets of discontinued operations of $7.0 million, net of tax. In 2004, net income includes a charge of $8.4 million, net of tax, related to Chiron Fluvirin®.

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Liquidity and Capital Resources
     Our principal capital requirements include the funding of working capital needs, acquisitions, 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. Since 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, debt placements and stock issuances. Our ability to generate sufficient cash flows from operations is dependent on the continued demand of our customers for, and provision by our suppliers 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. We do not expect the loss of cash flows from discontinued operations to have a material impact on our future liquidity or capital resources.
     Net cash flow provided by operating activities was $235.3 million for the year ended December 30, 2006 compared to $254.8 million for the comparable prior year period. This net change of $19.5 million was due primarily to timing changes in working capital accounts, partially offset by increased net income. Net cash used in investing activities was $180.4 million for the year ended December 30, 2006 compared to $206.7 million for the comparable prior year period. Net cash used in financing activities was $21.3 million for the year ended December 30, 2006 compared to net cash used in financing activities of $28.5 million for the prior year period.
     We expect to invest approximately $45.0 million to $50.0 million during 2007 in capital projects to modernize and expand our facilities and computer systems infrastructure and to integrate certain operations into our core structure.
     The following table summarizes selected measures of liquidity and capital resources (in thousands):
                 
    December 30,     December 31,  
    2006     2005 (1)  
 
               
Cash and cash equivalents
  $ 248,647     $ 210,683  
Available-for-sale securities
    47,999       124,010  
Working capital
    834,760       860,295  
 
               
Debt:
               
Bank credit lines
  $ 2,528     $ 2,093  
Current maturities of long-term debt
    41,036       33,013  
Long-term debt
    455,806       489,520  
 
           
Total debt
  $ 499,370     $ 524,626  
 
           
 
(1)   Adjusted to reflect our reclassification of $43.8 million of variable-rate demand notes from cash and cash equivalents to available-for-sale securities within our consolidated balance sheet.
     Our cash and cash equivalents consist of bank balances and investments in money market funds representing overnight investments with a high degree of liquidity. At December 30, 2006 and December 31, 2005, our available-for-sale securities consisted of highly liquid tax-efficient securities, including primarily auction-rate securities and variable-rate demand notes.
     Our business requires a substantial investment in working capital, which is susceptible to 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

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inventory. We anticipate future increases in our working capital requirements as a result of continuing sales growth.
     Our accounts receivable days sales outstanding from continuing operations improved to 40.8 days as of December 30, 2006 from 41.8 days as of December 31, 2005. During the year ended December 30, 2006, we wrote-off approximately $6.6 million of fully reserved accounts receivable against our trade receivable reserve, which had no effect on our 2006 earnings. Our inventory turns from continuing operations decreased to 6.8 as of December 30, 2006 from 7.0 as of December 31, 2005.
     The following table summarizes our contractual obligations related to fixed and variable rate long-term debt, including interest (assuming an average long-term rate of interest of 5.5%), as well as operating and capital lease obligations and inventory purchase commitments as of December 30, 2006:
                                         
    Payments due by period (in thousands)  
    < 1 year     1 - 3 years     4 - 5 years     > 5 years     Total  
Contractual obligations:
                                       
Inventory purchase commitments
  $ 238,153     $ 349,816     $ 299,428     $ 568,708     $ 1,456,105  
Long-term debt, including interest
    62,040       205,969       26,866       258,656       553,531  
Operating lease obligations
    48,764       69,831       40,106       57,752       216,453  
Capital lease obligations, including interest
    2,334       3,936       2,107       13,698       22,075  
Interest rate swap agreements
    3,200       3,638       235             7,073  
 
                             
 
                                       
Total
  $ 354,491     $ 633,190     $ 368,742     $ 898,814     $ 2,255,237  
 
                             
     Inventory purchase commitments include obligations to purchase influenza vaccine from GlaxoSmithKline Biologicals (formerly ID Biomedical Corporation), Novartis AG and the Sanofi-Aventis Group through 2014 which require us to pay an amount per dose based on the prevailing market price or formula price in each respective year. The amounts included in the above table related to these purchase commitments were determined using current market conditions.
     In 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 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

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facility (discussed below) along with cash on hand to fully satisfy the cash portion of our conversion obligation. We also will 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.
     Our $130.0 million senior notes are due on June 30, 2009 and bear interest at a fixed rate of 6.9% per annum. On September 25, 2006, we made our first annual principal payment of $20.0 million on our $100.0 million senior notes which bear interest at a fixed rate of 6.7% per annum. Principal payments are due annually on September 25, 2006 through 2010. Interest on both notes is payable semi-annually.
     In 2003, we entered into agreements relating to our $230.0 million senior notes to exchange their fixed interest rates for variable interest rates. The value of debt exchanged to a variable rate of interest reduces according to the repayment schedule of the senior notes. As of December 30, 2006, there is $210.0 million of principal remaining with a weighted-average interest rate of 8.1%. For the year ended December 30, 2006, the weighted-average variable interest rate was 8.6%. This weighted-average variable interest rate is comprised of LIBOR plus a spread and resets on the interest due dates for such senior notes.
     On May 24, 2005, we entered into a $300.0 million revolving credit facility with a $100.0 million expansion feature. This facility, which expires in May 2010, replaced our previous revolving credit facility of $200.0 million, which was scheduled to expire in May 2006. As of December 30, 2006, 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 common stock repurchase program. This program previously allowed us to repurchase up to $100.0 million in shares of our common stock, which represented approximately 3.5% of the shares outstanding on the announcement date. On October 31, 2005, our Board of Directors authorized an additional $100.0 million of shares of our common stock to be repurchased under this program. As of December 30, 2006, we had repurchased $128.8 million or 3,373,142 shares under this initiative, with $71.2 million remaining for future common stock share repurchases.
     Some minority shareholders in certain of our subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value based on third-party valuations or at a price pursuant to a formula as defined in the agreements, which approximates fair value. 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 that 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, our ability to access private debt markets and public equity markets, and our 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

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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
     The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical data, when available, experience, industry and market trends, and on various other assumptions that are believed to be reasonable under the circumstances, the combined results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, by their nature, estimates are subject to various assumptions and uncertainties. Reported results are therefore sensitive to any changes in our assumptions, judgments and estimates, including the possibility of obtaining materially different results if different assumptions were to be applied.
     We believe that the following critical accounting policies, which have been discussed with our audit committee, affect the significant estimates and judgments used in the preparation of our financial statements:
Revenue Recognition
     We generate revenue from the sale of dental, medical and animal health consumable products, as well as equipment, software products and services and other sources. Provisions for discounts, rebates to customers, customer returns and other contra-revenue adjustments are recorded based upon historical data and estimates and are provided for in the period in which the related sales are recognized.
     Revenue derived from the sale of consumable products is recognized when products are shipped to customers. Such sales typically entail high-volume, low-dollar orders shipped using third-party common carriers. We believe that the shipment date is the most appropriate point in time indicating the completion of the earnings process because we have no post-shipment obligations, the product price is fixed and determinable, collection of the resulting receivable is probable and product returns are reasonably estimable.
     Revenue derived from the sale of equipment is recognized when products are delivered to customers. Such sales typically entail scheduled deliveries of large equipment primarily by equipment service technicians. Some equipment sales require minimal installation, which is completed at the time of delivery.
     Revenue derived from the sale of software products is recognized when products are shipped to customers. Such software is generally installed by customers and does not require extensive training due to the nature of its design. Revenue derived from post-contract customer support for software, including annual support and/or training, is recognized over the period in which the services are provided.
     Revenue derived from other sources including freight charges, equipment repairs and financial services, is recognized when the related product revenue is recognized or when the services are provided.
Accounts Receivable and Reserves
     The carrying amount of accounts receivable reflects a reserve representing our best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, we consider many factors in estimating our reserve, including historical data, experience, customer types, credit

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worthiness and economic trends. From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected to affect collectibility. Although we believe our judgments, estimates and/or assumptions related to accounts receivable and reserves are reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect our financial results.
Inventory and Reserves
     Inventories consist primarily of finished goods and are valued at the lower of cost or market. Cost is determined primarily by the first-in, first-out method. In performing our lower of cost or market valuation, we consider many factors including the condition and salability of the inventory, historical sales, forecasted sales and market and economic trends.
     From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected to affect salability. Although we believe our judgments, estimates and/or assumptions related to inventory and reserves are reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect our financial results.
Goodwill and Other Indefinite-Lived Intangible Assets
     Goodwill and indefinite-lived intangible assets are not amortized, but are subject to annual impairment analyses. Such impairment analyses require the comparison of the fair value to the carrying value of reporting units. Measuring fair value of a reporting unit is generally based on valuation techniques using multiples of sales or earnings, unless supportable information is available for using a present value technique, such as estimates of future cash flows. Although we believe our judgments, estimates and/or assumptions used in determining fair value are reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect such impairment analyses and our financial results.
     We regard our reporting units to be our operating segments (dental, medical (including animal health), international and technology). Goodwill was allocated to such reporting units, for the purposes of preparing our impairment analyses, based on a specific identification basis. We assess the potential impairment of goodwill and other indefinite-lived intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Some factors we consider important, which could trigger an interim impairment review, include:
    significant underperformance relative to expected historical or projected future operating results;
 
    significant changes in the manner of our use of acquired assets or the strategy for our overall business (e.g. decision to divest a business); or
 
    significant negative industry or economic trends.
     If we determine through the impairment review process that goodwill or other indefinite-lived intangible assets are impaired, we will record an impairment charge in our consolidated statement of income.
Supplier Rebates
     Supplier rebates are included as a reduction to cost of sales and are recognized as they are earned. The factors we consider in estimating supplier rebate accruals include forecasted inventory purchases and sales, in conjunction with supplier rebate contract terms, which generally provide for increasing rebates based on either increased purchase or sales volume. Although we believe our judgments, estimates and/or assumptions related to supplier rebates are reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect our financial results.

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Long-Lived Assets
     Long-lived assets, including definite-lived intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of non-compete agreements, trademarks, trade names, customer lists, customer relationships and intellectual property. When an impairment exists, the related assets are written down to fair value. Although we believe our judgments, estimates and/or assumptions used in determining fair value are reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect such impairment analyses and our financial results.
Stock-Based Compensation
     Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards (FAS) No. 123(R), “Share-Based Payment.” We previously applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations and provided the required pro forma disclosures of FAS 123, “Accounting for Stock-Based Compensation” in our consolidated financial statements. We elected to adopt the modified retrospective application method provided by FAS 123(R), and accordingly, financial statement amounts for all prior periods presented herein reflect results as if the fair value method of expensing had been applied from the original effective date of FAS 123. Such results are consistent with our previously reported pro forma disclosures required under FAS 123.
     We measure stock-based compensation at the grant date, based on the estimated fair value of the award. Awards under our equity incentive plans principally include a combination of at-the-money stock options and restricted stock (including restricted stock units).
     We estimate the fair value of stock options using the Black-Scholes valuation model which requires us to make assumptions about the expected life of options, stock price volatility, risk-free interest rates and dividend yields.
     We issue restricted stock that vests based on the recipient’s continued service over time (four-year cliff vesting) and restricted stock that vests based on our achieving specified performance measurements (three-year cliff vesting).
     With respect to time-based restricted stock, we estimate the fair value on the date of grant based on our closing stock price. With respect to performance-based restricted stock, the number of shares that ultimately vest and are received by the recipient is based upon our earnings per share performance measured against specified targets over a three-year period. We estimate the fair value of performance-based restricted stock based on our closing stock price assuming that performance targets will be achieved. Over the performance period, the number of shares of common stock that will ultimately vest and be issued is adjusted upward or downward based upon our estimation of achieving such performance targets. The ultimate number of shares delivered to recipients and the related compensation cost recognized as expense will be based on a comparison of the final performance metrics to the specified targets.
     Although we believe our judgments, estimates and/or assumptions related to stock-based compensation are reasonable, making material changes to such judgments, estimates and/or assumptions could materially affect our financial results.

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Recently Issued Accounting Standards
     In July 2006, the Financial Accounting Standards Board (“FASB”) issued FAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FAS No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on future changes, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have completed our initial evaluation of the impact of the adoption of FIN 48 and determined that such adoption is not expected to have a material impact on our financial position or results from operations.
     In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements.” FAS 157 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS 157 applies under other previously issued accounting pronouncements that require or permit fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of FAS 157 on our consolidated financial statements.
     In September 2006, the FASB issued FAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 123(R).” FAS 158 requires an employer to recognize the over- or under-funded status of a defined benefit plan as an asset or liability in the statement of financial position and to recognize changes in that funded status, net of tax through comprehensive income, in the year in which the changes occur. FAS 158 also requires an employer to measure the funded status of a defined benefit plan as of the date of its year end statement of financial position. The provisions of FAS 158 are effective for our year ended December 30, 2006, with the exception of the requirement to measure the funded status of retirement benefit plans as of our fiscal year end, which is effective for our fiscal year ending December 27, 2008. During December 2006, we implemented the requirement to recognize the funded status of our retirement benefit plans. Recognizing the funded status of our defined benefit plans did not have a material impact on our statement of financial position.

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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
     We are exposed to market risks, which include changes in interest rates, as well as changes in foreign currency exchange rates as measured against the U.S. dollar and each other. We attempt to minimize these risks by using interest rate swap agreements and foreign currency forward and swap contracts. These hedging activities provide only limited protection against interest rate and currency exchange risks. Factors that could influence the effectiveness of our programs include volatility of the interest rate and currency markets and availability of hedging instruments. All interest rate swap and foreign currency forward and swap contracts that we enter into are components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated interest rate and currency exposure. We do not enter into such contracts for speculative purposes.
Interest Rate Swap Agreements
     We have fixed rate senior notes of $130.0 million at 6.9% and $80.0 million at 6.7%. During 2003, we entered into interest rate swap agreements to exchange these fixed interest rates for variable interest rates. The variable rates are comprised of LIBOR plus the spreads and reset 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 changes in interest rates. A hypothetical 100 basis point increase in interest rates would increase our annual interest expense by approximately $2.1 million.
     As of December 30, 2006, the fair value of our interest rate swap agreements recorded in other current and non-current liabilities in our consolidated balance sheet was $6.7 million, which represented the amount that would be paid upon unwinding the interest rate swap agreements based on market conditions at that time. Changes in the fair value of these interest rate swap agreements are reflected as an adjustment to current and non-current assets or liabilities with an offsetting adjustment to the carrying value of the $210.0 million notes as such hedges are deemed fully effective.
Net Investment Hedging
     During the year ended December 30, 2006, we implemented a change in our method of assessing the amount of effectiveness on all newly transacted net investment hedges to be based on changes in spot exchange rates. Previously, we assessed the amount of effectiveness using a method based on changes in forward exchange rates. This change in method essentially converts certain U.S. LIBOR based borrowings to Euro LIBOR based borrowings, allowing us to better align our interest costs and the currency-denomination of funding the business with the geography of our business interests.
     With regard to all net investment hedging arrangements that existed at the time of this change, we stopped applying hedge accounting prospectively from the date of change. As a result, we recognized a pre-tax gain of approximately $2.0 million, representing the foreign exchange component of our mark-to-market adjustment for the period from the date of change through December 30, 2006.
     Additionally, as a result of this change, we recognized a reduction in interest expense of approximately $2.8 million representing the interest rate component of our mark-to-market adjustment. Given current market conditions, we expect further reductions of interest expense into the foreseeable future.
Foreign Currency Agreements
     The value of certain foreign currencies as compared to the U.S. dollar may affect our financial results. Fluctuations in exchange rates may positively or negatively affect our revenues, gross margins, operating expenses, and retained earnings, all of which are expressed in U.S. dollars. Where we deem it prudent, we engage in hedging programs using primarily foreign currency forward and swap contracts aimed at limiting the impact of foreign currency exchange rate fluctuations on earnings. We purchase short-term (i.e., 12 months or less) foreign currency forward and swap contracts to protect against currency exchange risks associated with long-term intercompany loans due from our international subsidiaries and the payment of

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merchandise purchases to foreign suppliers. We do not hedge the translation of foreign currency profits into U.S. dollars, as we regard this as an accounting exposure, not an economic exposure.
     As of December 30, 2006, we had outstanding foreign currency forward and swap contracts with notional amounts of $478.7 million, of which $420.2 million related to intercompany debt and $58.5 million related to the purchase of merchandise from foreign suppliers. The contracts hedge currency fluctuations against the U.S. Dollar for Euros ($334.4 million), British Pounds ($34.8 million), Australian Dollars ($22.7 million), Swiss Francs ($1.1 million), Japanese Yen ($168.5 thousand) and Canadian Dollars ($5.3 million). In addition, our international business entered into hedges against currency fluctuations relative to local functional currencies. The notional amount of such contracts was $80.2 million. A hypothetical 5% change of the value of the U.S. Dollar would change the fair value of our foreign currency exchange agreements by $20.6 million.
     As of December 30, 2006, the fair value of our foreign currency exchange agreements, which expire through January 2, 2008, recorded in other current liabilities was $8.7 million, as determined by quoted market prices. For the year ended December 30, 2006, we had realized net gains of $1.5 million and unrealized gains of $1.5 million relating to such agreements.

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ITEM 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
         
    Page  
 
       
    49  
 
       
Consolidated Financial Statements:
       
 
       
    50  
 
       
    51  
 
       
    52  
 
       
    53  
 
       
    54  
 
       
    95  
 
       
    96  
All other schedules are omitted because the required information is either inapplicable or is included in the consolidated financial statements or the notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Henry Schein, Inc.
Melville, New York
     We have audited the accompanying consolidated balance sheets of Henry Schein, Inc. as of December 30, 2006 and December 31, 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Henry Schein, Inc. at December 30, 2006 and December 31, 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 30, 2006 in conformity with accounting principles generally accepted in the United States of America.
     As described in Note 12, in 2006 the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” utilizing the modified retrospective application method. Accordingly, the prior years’ financial statements have been adjusted to reflect results as if the fair value method of expensing such share-based payments had been applied for such periods.
     We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Henry Schein, Inc.’s internal control over financial reporting as of December 30, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 26, 2007 expressed an unqualified opinion.
/s/ BDO SEIDMAN, LLP
New York, New York
February 26, 2007

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HENRY SCHEIN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
                 
    December 30,     December 31,  
    2006     2005  
            (Adjusted — Notes 12 & 14)  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 248,647     $ 210,683  
Available-for-sale securities
    47,999       124,010  
Accounts receivable, net of reserves of $40,536 and $52,308
    610,020       582,617  
Inventories, net
    584,103       505,542  
Deferred income taxes
    28,240       35,505  
Prepaid expenses and other
    125,839       126,052  
 
           
Total current assets
    1,644,848       1,584,409  
Property and equipment, net
    225,038       190,746  
Goodwill
    773,801       626,869  
Other intangibles, net
    161,542       123,204  
Investments and other
    75,917       57,892  
 
           
Total assets
  $ 2,881,146     $ 2,583,120  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 414,062     $ 371,392  
Bank credit lines
    2,528       2,093  
Current maturities of long-term debt
    41,036       33,013  
Accrued expenses:
               
Payroll and related
    110,401       96,113  
Taxes
    59,007       65,070  
Other
    183,054       156,433  
 
           
Total current liabilities
    810,088       724,114  
Long-term debt
    455,806       489,520  
Deferred income taxes
    62,334       54,432  
Other liabilities
    60,209       53,547  
 
               
Minority interest
    21,746       12,353  
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, 88,499,321 outstanding on December 30, 2006 and 87,092,238 outstanding on December 31, 2005
    885       871  
Additional paid-in capital
    614,551       559,266  
Retained earnings
    808,164       667,958  
Accumulated other comprehensive income
    47,363       21,059  
 
           
Total stockholders’ equity
    1,470,963       1,249,154  
 
           
Total liabilities and stockholders’ equity
  $ 2,881,146     $ 2,583,120  
 
           
See accompanying notes.

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HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005     2004  
            (Adjusted — Note 12)     (Adjusted — Note 12)  
 
Net sales
  $ 5,153,097     $ 4,635,929     $ 3,898,485  
Cost of sales
    3,673,042       3,318,993       2,844,020  
 
                 
Gross profit
    1,480,055       1,316,936       1,054,465  
Operating expenses:
                       
Selling, general and administrative
    1,175,158       1,053,798       862,267  
 
                 
Operating income
    304,897       263,138       192,198  
Other income (expense):
                       
Interest income
    16,440       7,315       6,110  
Interest expense
    (27,800 )     (25,508 )     (17,596 )
Other, net
    2,065       1,659       365  
 
                 
Income from continuing operations before taxes, minority interest
and equity in earnings of affiliates
    295,602       246,604       181,077  
Income taxes
    (105,220 )     (90,456 )     (67,016 )
Minority interest in net income of subsidiaries
    (8,090 )     (5,963 )     (1,486 )
Equity in earnings of affiliates
    835       827       1,699  
 
                 
Income from continuing operations
    183,127       151,012       114,274  
 
                       
Discontinued operations:
                       
Income (loss) from operations of discontinued components
    (32,279 )     (18,749 )     4,269  
Income tax benefit (expense)
    12,911       7,496       (1,704 )
 
                 
Income (loss) from discontinued operations
    (19,368 )     (11,253 )     2,565  
 
                 
Net income
  $ 163,759     $ 139,759     $ 116,839  
 
                 
 
                       
Earnings from continuing operations per share:
                       
Basic
  $ 2.08     $ 1.74     $ 1.31  
 
                 
Diluted
  $ 2.04     $ 1.71     $ 1.29  
 
                 
 
                       
Earnings (loss) from discontinued operations per share:
                       
Basic
  $ (0.22 )   $ (0.13 )   $ 0.03  
 
                 
Diluted
  $ (0.22 )   $ (0.13 )   $ 0.03  
 
                 
 
                       
Earnings per share:
                       
Basic
  $ 1.86     $ 1.61     $ 1.34  
 
                 
Diluted
  $ 1.82     $ 1.58     $ 1.32  
 
                 
 
                       
Weighted-average common shares outstanding:
                       
Basic
    87,952       87,006       87,253  
 
                 
Diluted
    89,820       88,489       88,646  
 
                 
See accompanying notes.

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HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share and per share data)
                                                 
                                    Accumulated        
    Common Stock     Additional             Other     Total  
    $.01 Par Value     Paid-in     Retained     Comprehensive     Stockholders’  
    Shares     Amount     Capital     Earnings     Income     Equity  
Balance, December 27, 2003 — as previously reported
    87,523,946     $ 875     $ 444,590     $ 533,654     $ 24,999     $ 1,004,118  
Cumulative impact of adopting FAS123(R) (Note 12)
                46,643       (44,210 )           2,433  
 
                                   
Balance, December 27, 2003 — as adjusted
    87,523,946       875       491,233       489,444       24,999       1,006,551  
Net income
                      116,839             116,839  
Foreign currency translation gain
                            21,719       21,719  
Unrealized loss from foreign currency hedging activities, net of tax of $660
                            (1,952 )     (1,952 )
Unrealized investment gain, net of tax of $6
                            19       19  
 
                                             
Total comprehensive income
                                            136,625  
 
                                             
 
                                               
Stock issued to 401(k) plan
    89,320       1       2,804                   2,805  
Issuance of restricted stock
    15,244                                
Repurchase and retirement of common stock
    (2,498,810 )     (24 )     (35,617 )     (46,572 )           (82,213 )
Stock issued upon exercise of stock options, including tax benefit of $14,483
    1,520,728       15       35,893                   35,908  
Stock-based compensation expense
                18,030                   18,030  
 
                                   
Balance, December 25, 2004
    86,650,428       867       512,343       559,711       44,785       1,117,706  
 
Net income
                      139,759             139,759  
Foreign currency translation loss
                            (24,175 )     (24,175 )
Unrealized gain from foreign currency hedging activities, net of tax of $509
                            1,421       1,421  
Unrealized investment loss, net of tax of $12
                            (33 )     (33 )
Pension adjustment loss, net of tax of $345
                            (939 )     (939 )
 
                                             
Total comprehensive income
                                            116,033  
 
                                             
 
                                               
Stock issued to 401(k) plan
    79,627       1       3,222                   3,223  
Issuance of restricted stock
    11,667             241                   241  
Repurchase and retirement of common stock
    (1,372,579 )     (14 )     (20,750 )     (31,512 )           (52,276 )
Stock issued upon exercise of stock options, including tax benefit of $16,478
    1,723,095       17       45,961                   45,978  
Stock-based compensation expense
                18,249                   18,249  
 
                                   
Balance, December 31, 2005
    87,092,238       871       559,266       667,958       21,059       1,249,154  
 
Net income
                      163,759             163,759  
Foreign currency translation gain
                            26,444       26,444  
Unrealized gain from foreign currency hedging activities, net of tax of $519
                            1,478       1,478  
Pension adjustment loss, net of tax of $1,181
                            (1,618 )     (1,618 )
 
                                             
Total comprehensive income
                                            190,063  
 
                                             
 
                                               
Stock issued to 401(k) plan
    72,576       1       3,564                   3,565  
Repurchase and retirement of common stock
    (855,032 )     (9 )     (16,701 )     (23,553 )           (40,263 )
Stock issued upon exercise of stock options, including tax benefit of $13,355
    1,878,395       19       48,961                   48,980  
Stock-based compensation expense
    311,144       3       19,461                   19,464  
 
                                   
Balance, December 30, 2006
    88,499,321     $ 885     $ 614,551     $ 808,164     $ 47,363     $ 1,470,963  
 
                                   
See accompanying notes.

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HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005     2004  
            (Adjusted —     (Adjusted —  
            Notes 12 & 14)     Note 12)  
 
                       
Cash flows from operating activities:
                       
Net income
  $ 163,759     $ 139,759     $ 116,839  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Loss on sale of discontinued operation, net of tax
    19,363              
Depreciation and amortization
    64,930       60,345       51,326  
Impairment of long-lived asset
          11,928        
Stock-based compensation expense
    19,464       18,249       18,030  
Provision for losses on trade and other accounts receivable
    2,872       6,524       3,820  
Deferred income taxes
    1,297       (3,869 )     6,610  
Stock issued to 401(k) plan
    3,565       3,223       2,805  
Undistributed earnings of affiliates
    (835 )     (827 )     (1,699 )
Minority interest in net income of subsidiaries
    8,090       5,963       1,486  
Other
    (2,066 )     (224 )     1,517  
Changes in operating assets and liabilities, net of acquisitions:
                       
Accounts receivable
    (9,705 )     (14,002 )     (35,075 )
Inventories
    (41,958 )     6,484       (28,614 )
Other current assets
    18,424       19,782       (22,297 )
Accounts payable and accrued expenses
    (11,883 )     1,441       67,873  
 
                 
Net cash provided by operating activities
    235,317       254,776       182,621  
 
                 
 
                       
Cash flows from investing activities:
                       
Purchases of fixed assets
    (67,000 )     (50,829 )     (37,837 )
Payments for business acquisitions, net of cash acquired
    (199,880 )     (68,213 )     (132,375 )
Cash received from business divestiture
    36,527              
Payments related to pending business acquisitions
                (17,439 )
Purchases of available-for-sale securities
    (222,036 )     (161,445 )      
Proceeds from sales of available-for-sale securities
    294,767       37,434       14,472  
Proceeds from maturities of available-for-sale securities
    3,280              
Proceeds from settlement of note receivable
          14,395        
Net proceeds from (payments for) foreign exchange forward contract settlements
    (22,528 )     30,818       (8,234 )
Other
    (3,491 )     (8,841 )     9,584  
 
                 
Net cash used in investing activities
    (180,361 )     (206,681 )     (171,829 )
 
                 
 
                       
Cash flows from financing activities:
                       
Proceeds from (repayments of) bank borrowings
    184       (3,525 )     (7,339 )
Proceeds from issuance of long-term debt
    1,201             240,000  
Principal payments for long-term debt
    (34,537 )     (8,483 )     (3,359 )
Payments for debt issuance costs
          (650 )     (5,781 )
Repayments of debt assumed in business acquisitions
                (135,718 )
Proceeds from issuance of stock upon exercise of stock options
    35,622       29,500       21,425  
Payments for repurchases of common stock
    (40,263 )     (52,276 )     (82,213 )
Excess tax benefits related to stock-based compensation
    14,850       10,365       8,378  
Other
    1,669       (3,432 )     (645 )
 
                 
Net cash provided by (used in) financing activities
    (21,274 )     (28,501 )     34,748  
 
                 
 
                       
Net change in cash and cash equivalents
    33,682       19,594       45,540  
Effect of exchange rate changes on cash and cash equivalents
    4,282       4,468       (16,270 )
Cash and cash equivalents, beginning of year
    210,683       186,621       157,351  
 
                 
Cash and cash equivalents, end of year
  $ 248,647     $ 210,683     $ 186,621  
 
                 
See accompanying notes.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies
Nature of Operations
     We distribute healthcare products and services primarily to office-based healthcare practitioners in the combined North American and European markets, with operations in the United States, Canada, the United Kingdom, the Netherlands, Belgium, Germany, France, Austria, Portugal, Spain, the Czech Republic, Luxembourg, Italy, Ireland, Switzerland, Israel, Australia and New Zealand. We also have an affiliate in Iceland.
Principles of Consolidation
     Our consolidated financial statements include the accounts of Henry Schein, Inc. and all of our wholly-owned and majority-owned and controlled subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Investments in unconsolidated affiliates, which are greater than or equal to 20% and less than or equal to 50% owned, are accounted for under the equity method. Certain prior period amounts have been reclassified to conform to the current period presentation.
Use of Estimates
     The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.
Fiscal Year
     We report our operations and cash flows on a 52-53 week basis ending on the last Saturday of December. The year ended December 30, 2006 consisted of 52 weeks, the year ended December 31, 2005 consisted of 53 weeks and the year ended December 25, 2004 consisted of 52 weeks.
Revenue Recognition
     We generate revenue from the sale of dental, medical and animal health consumable products, as well as equipment, software products and services and other sources. Provisions for discounts, rebates to customers, customer returns and other contra-revenue adjustments are recorded based upon historical data and estimates and are provided for in the period in which the related sales are recognized.
     Revenue derived from the sale of consumable products is recognized when products are shipped to customers. Such sales typically entail high-volume, low-dollar orders shipped using third-party common carriers. We believe that the shipment date is the most appropriate point in time indicating the completion of the earnings process because we have no post-shipment obligations, the product price is fixed and determinable, collection of the resulting receivable is probable and product returns are reasonably estimable.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
     Revenue derived from the sale of equipment is recognized when products are delivered to customers. Such sales typically entail scheduled deliveries of large equipment primarily by equipment service technicians. Some equipment sales require minimal installation, which is completed at the time of delivery.
     Revenue derived from the sale of software products is recognized when products are shipped to customers. Such software is generally installed by customers and does not require extensive training due to the nature of its design. Revenue derived from post-contract customer support for software, including annual support and/or training, is recognized over the period in which the services are provided.
     Revenue derived from other sources including freight charges, equipment repairs and financial services, is recognized when the related product revenue is recognized or when the services are provided.
Cash and Cash Equivalents
     We consider all highly-liquid debt instruments and other short-term investments with an original maturity of three months or less to be cash equivalents. Outstanding checks in excess of funds on deposit of $48.4 million and $47.0 million, primarily related to payments for inventory, were classified as accounts payable as of December 30, 2006 and December 31, 2005.
Available-for-sale Securities
     Our available-for-sale securities consist of highly liquid tax-efficient securities, including primarily auction-rate securities and variable-rate demand notes which have a high degree of liquidity and are reflected at fair value. For comparative purposes, we have reclassified $43.8 million from cash and cash equivalents to available-for-sale securities in our consolidated balance sheet as of December 31, 2005.
     We determine cost of investments in available-for-sale securities on a specific identification basis. Gross realized gains and losses were immaterial in all periods presented. The securities held on December 30, 2006 and December 31, 2005 had contractual maturities of up to one year.
Accounts Receivable and Reserves
     The carrying amount of accounts receivable is reduced by a valuation allowance that reflects our best estimate of the amounts that will not be collected. The reserve for accounts receivable is comprised of allowance for doubtful accounts and sales returns. In addition to reviewing delinquent accounts receivable, we consider many factors in estimating our reserve, including historical data, experience, customer types, credit worthiness and economic trends. From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected to affect collectibility.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
Inventory and Reserves
     Inventories consist primarily of finished goods and are valued at the lower of cost or market. Cost is determined primarily by the first-in, first-out method. In performing our lower of cost or market valuation, we consider many factors including the condition and salability of the inventory, historical sales, forecasted sales and market and economic trends. From time to time, we may adjust our assumptions for anticipated changes in any of these or other factors expected to affect the value of inventory.
Direct Shipping and Handling Costs
     Freight and other direct shipping costs are included in cost of sales. Direct handling costs, which represent primarily direct compensation costs of employees who pick, pack and otherwise prepare, if necessary, merchandise for shipment to our customers are reflected in selling, general and administrative expenses. These costs from continuing operations were $42.5 million, $37.9 million and $31.9 million for 2006, 2005 and 2004.
Advertising and Promotional Costs
     We generally expense advertising and promotional costs as incurred. Total advertising and promotional expenses from continuing operations were $18.8 million, $19.8 million and $21.7 million for 2006, 2005 and 2004. Additionally, advertising and promotional costs incurred in connection with direct marketing, including product catalogs and printed material, are deferred and amortized on a straight-line basis over the period which is benefited, generally not exceeding one year. As of December 30, 2006 and December 31, 2005, we had $4.3 million and $3.5 million of deferred direct marketing expenses included in other current assets.
Supplier Rebates
     Supplier rebates are included as a reduction to cost of sales and are recognized as they are earned. The factors we consider in estimating supplier rebate accruals include forecasted inventory purchases and sales, in conjunction with supplier rebate contract terms, which generally provide for increasing rebates based on either increased purchase or sales volume.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
Property and Equipment
     Property and equipment are stated at cost, net of accumulated depreciation or amortization. Amortization of leasehold improvements is computed using the straight-line method over the lesser of the useful life of the assets or the lease term. Depreciation is computed primarily under the straight-line method over the following estimated useful lives:
         
    Years
Buildings and permanent improvements
    40  
Machinery and warehouse equipment
    5-10  
Furniture, fixtures and other
    3-10  
Computer equipment and software
    3-10  
     Capitalized software costs consist of costs to purchase and develop software. Costs incurred during the application development stage for software bought and further customized by outside suppliers for our use and software developed by a supplier for our proprietary use are capitalized. Costs incurred for our own personnel who are directly associated with software development may also be capitalized.
Income Taxes
     We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. We file a consolidated U.S. federal income tax return with our 80% or greater owned U.S. subsidiaries.
Foreign Currency Translation and Transactions
     The financial position and results of operations of our foreign subsidiaries are determined using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive income in stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in earnings.
Risk Management and Derivative Financial Instruments
     We use derivative instruments to minimize our exposure to fluctuations in interest rates and foreign currency exchange rates. Our objective is to manage the impact that interest rate and foreign currency exchange rate fluctuations could have on recognized asset and liability fair values, earnings and cash flows. Our risk management policy requires that derivative contracts used as hedges be effective at reducing the risks associated with the exposure being hedged and be designated as a hedge at the inception of the contract. We do not enter into derivative instruments for speculative purposes. Our derivative instruments include interest rate swap agreements related to our long-term fixed rate debt and

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
foreign currency forward and swap agreements related to intercompany loans and certain forecasted inventory purchase commitments with foreign suppliers.
     Our interest rate swap agreements are designated as fair value hedges. The terms of our interest rate swap agreements are identical to the senior notes and consequently qualify for an assumption of no ineffectiveness under the provisions of Statement of Financial Accounting Standards (“FAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Both the interest rate swap agreements and the underlying senior notes are marked-to-market through earnings at the end of each period; however, since our interest rate swap agreements are deemed fully effective, these mark-to-market adjustments have no net impact on earnings.
     Our foreign currency forward and swap agreements related to intercompany loans are designated as either fair value hedges (loans expected to be repaid within the foreseeable future) or net investment hedges (loans not expected to be repaid within the foreseeable future) and our foreign currency forward and swap agreements related to intercompany loan interest payments are designated as cash flow hedges. Our foreign currency forward and swap agreements related to forecasted inventory purchase commitments are designated as cash flow hedges.
     For fair value hedges, the effective portion of the changes in the fair value of the derivative, along with the transaction gain or loss on the hedged item, is recorded in earnings. For net investment hedges, the effective portion of the changes in the fair value of the derivative, along with any gain or loss on the hedged item, is recorded as a component of other comprehensive income as a foreign currency translation adjustment. For cash flow hedges, the effective portion of the changes in the fair value of the derivative, along with any gain or loss on the hedged item, is also recorded as a component of accumulated other comprehensive income in stockholders’ equity and subsequently reclassified into earnings in the same period(s) during which the hedged transaction affects earnings.
     During the year ended December 30, 2006, we implemented a change in our method of assessing the amount of effectiveness on all newly transacted net investment hedges to be based on changes in spot exchange rates. Previously, we assessed the amount of effectiveness using a method based on changes in forward exchange rates. This change in method essentially converts certain U.S. LIBOR based borrowings to Euro LIBOR based borrowings allowing us to better align our interest costs and the currency-denomination of funding the business with the geography of our business interests.
     With regard to all net investment hedging arrangements which existed at the date of this change, we stopped applying hedge accounting prospectively from the date of change. As a result, we recognized a pre-tax gain of approximately $2.0 million, representing the foreign exchange component of our mark-to-market adjustment for the period from the date of change through December 30, 2006. Additionally, as a result of this change, we recognized a reduction in interest expense of approximately $2.8 million representing the interest rate component of our mark-to-market adjustment.
     We classify the cash flows related to our hedging activities in the same category on our consolidated statements of cash flows as the cash flows related to the hedged item.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
Acquisitions
     The net assets of businesses purchased are recorded at their fair value at the acquisition date and our consolidated financial statements include their results of operations from that date. Any excess of acquisition costs over the fair value of identifiable net assets acquired is recorded as goodwill. Certain acquisitions provide for contingent consideration, primarily cash, to be paid in the event certain financial performance targets are satisfied over future periods. We have not accrued any liabilities that may arise from these transactions because the outcome of the contingencies is not determinable beyond a reasonable doubt.
Goodwill and Other Indefinite-Lived Intangible Assets
     Goodwill and indefinite-lived intangible assets are not amortized, but are subject to annual impairment analyses. Such impairment analyses require a comparison of the fair value to the carrying value of reporting units. Measuring fair value of a reporting unit is generally based on valuation techniques using multiples of sales or earnings, unless supportable information is available for using a present value technique, such as estimates of future cash flows. We regard our reporting units to be our operating segments (dental, medical (including animal health), international and technology). Goodwill was allocated to such reporting units, for the purposes of preparing our impairment analyses, based on a specific identification basis. We assess the potential impairment of goodwill and other indefinite-lived intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
     Some factors we consider important that could trigger an interim impairment review include:
    significant underperformance relative to expected historical or projected future operating results;
 
    significant changes in the manner of our use of acquired assets or the strategy for our overall business (e.g. decision to divest a business); or
 
    significant negative industry or economic trends.
     If we determine through the impairment review process that indefinite-lived intangible assets are impaired, we record an impairment charge in our consolidated statements of income.
Long-Lived Assets
     Long-lived assets, including definite-lived intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of non-compete agreements, trademarks, trade names, customer lists, customer relationships and intellectual property. When an impairment exists, the related assets are written down to fair value.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
Cost of Sales
     The primary components of cost of sales include the cost of the product (net of purchase discounts, supplier chargebacks and rebates) and inbound and outbound freight charges. Costs related to purchasing, receiving, inspections, warehousing, internal inventory transfers and other costs of our distribution network are included in selling, general and administrative expenses along with other operating costs.
     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. Total distribution network costs from continuing operations were $44.3 million, $42.5 million and $41.5 million for 2006, 2005 and 2004.
Stock-Based Compensation
     Effective January 1, 2006, we adopted the provisions of FAS No. 123(R), “Share-Based Payment.” We previously applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations and provided the required pro forma disclosures of FAS 123, “Accounting for Stock-Based Compensation” in our consolidated financial statements. We elected to adopt the modified retrospective application method provided by FAS 123(R), and accordingly, financial statement amounts for all prior periods presented herein reflect results as if the fair value method of expensing such share-based payments had been applied from the original effective date of FAS 123. Such results are consistent with our previously reported pro forma disclosures required under FAS 123.
Comprehensive Income
     Comprehensive income includes certain gains and losses that, under accounting principles generally accepted in the United States, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. Our comprehensive income is primarily comprised of net income and foreign currency translation adjustments, but also includes unrealized gains (losses) on hedging activity and pension adjustments.
     The following table summarizes the components of accumulated other comprehensive income, net of tax:
                 
    December 30,     December 31,  
    2006     2005  
 
               
Foreign currency translation adjustment
  $ 50,704     $ 24,260  
Unrealized gain (loss) on foreign currency hedging activities
    63       (1,415 )
Pension liability adjustment
    (3,404 )     (1,786 )
 
           
Accumulated other comprehensive income
  $ 47,363     $ 21,059  
 
           

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 1 — Significant Accounting Policies — (Continued)
New Accounting Pronouncements
     In July 2006, the Financial Accounting Standards Board (“FASB”) issued FAS Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FAS No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on future changes, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have completed our initial evaluation of the impact of the adoption of FIN 48 and determined that such adoption is not expected to have a material impact on our financial position or results from operations.
     In September 2006, the FASB issued FAS No. 157, “Fair Value Measurements.” FAS 157 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS 157 applies under other previously issued accounting pronouncements that require or permit fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of FAS 157 on our consolidated financial statements.
     In September 2006, the FASB issued FAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R).” FAS 158 requires an employer to recognize the over or under funded status of a defined benefit plan as an asset or liability in the statement of financial position and to recognize changes in that funded status, net of tax through comprehensive income, in the year in which the changes occur. FAS 158 also requires an employer to measure the funded status of a defined benefit plan as of the date of its year end statement of financial position. The provisions of FAS 158 are effective for our year ended December 30, 2006, with the exception of the requirement to measure the funded status of retirement benefit plans as of our fiscal year end, which is effective for our fiscal year ending December 27, 2008. During December 2006, we implemented the requirement to recognize the funded status of our defined benefit plans. Recognizing the funded status of our defined benefit plans did not have a material impact on our statement of financial position.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 2 — 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. Our diluted earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable upon vesting of restricted stock and upon exercise of stock options using the treasury stock method in periods in which they have a dilutive effect.
     For the year ended December 30, 2006, diluted earnings per share includes the effect of common shares issuable upon conversion of our convertible debt. During the period, the debt was convertible at a premium as a result of the conditions of the debt. As a result, the amount in excess of the principal is presumed to be settled in common shares and is reflected in our calculation of diluted earnings per share.
     For the years ended December 31, 2005 and December 25, 2004, diluted earnings per share does not include the effect of common shares issuable upon conversion of our convertible debt, as the debt was not convertible at a premium during these periods.
     A reconciliation of shares used in calculating basic and diluted earnings per share follows:
                         
    Years ended
    December 30,   December 31,   December 25,
    2006   2005   2004
Basic
    87,951,556       87,006,339       87,252,606  
Effect of assumed exercise of stock options
    1,402,656       1,482,376       1,393,820  
Effect of assumed vesting of restricted stock
    279,123              
Effect of assumed conversion of convertible debt
    186,187              
 
                       
Diluted
    89,819,522       88,488,715       88,646,426  
 
                       
     Weighted-average options to purchase 3,495, 17,420 and 1,853,324 shares of common stock at prices ranging from $48.30 to $51.10, $41.46 to $43.19 and $34.42 to $38.50 per share that were outstanding during 2006, 2005 and 2004 were excluded from each respective year’s computation of diluted earnings per share. In each of these years, such options’ exercise prices exceeded the average market price of our common stock, thereby causing the effect of such options to be anti-dilutive.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 3 — Property and Equipment, Net
     Property and equipment consisted of the following:
                 
    December 30,     December 31,  
    2006     2005  
Land
  $ 10,393     $ 8,902  
Buildings and permanent improvements
    57,889       41,829  
Leasehold improvements
    50,153       43,231  
Machinery and warehouse equipment
    65,985       48,465  
Furniture, fixtures and other
    52,820       44,933  
Computer equipment and software
    175,063       143,364  
 
           
 
    412,303       330,724  
Less accumulated depreciation and amortization
    (187,265 )     (139,978 )
 
           
Property and equipment, net
  $ 225,038     $ 190,746  
 
           
     The net carrying value of equipment held under capital leases amounted to approximately $14.6 million and $13.4 million as of December 30, 2006 and December 31, 2005. Property and equipment related depreciation expense for 2006, 2005 and 2004 was $43.3 million, $41.8 million and $38.0 million.
     During the year ended December 31, 2005, we recorded $2.3 million of accelerated depreciation expense related to a computer system that we replaced prior to the end of its useful life.
Note 4 — Goodwill and Other Intangibles, Net
     The changes in the carrying amount of goodwill for the year ended December 30, 2006 were as follows:
                         
    Healthcare              
    Distribution     Technology     Total  
Balance as of December 31, 2005
  $ 621,019     $ 5,850     $ 626,869  
Adjustments to goodwill:
                       
Acquisitions
    95,228       14,829       110,057  
Foreign currency translation
    36,875             36,875  
 
                 
Balance as of December 30, 2006
  $ 753,122     $ 20,679     $ 773,801  
 
                 
     The acquisition costs incurred during 2006 related to acquisitions and contingent earnout payments relating to acquisitions made in prior years.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 4 — Goodwill and Other Intangibles, Net — (Continued)
     Other intangible assets consisted of the following:
                                                 
    December 30, 2006     December 31, 2005  
            Accumulated                     Accumulated        
    Cost     Amortization     Net     Cost     Amortization     Net  
Non-compete agreements
  $ 22,025     $ (3,726 )   $ 18,299     $ 20,190     $ (3,568 )   $ 16,622  
Trademarks and trade names
    34,889       (3,266 )     31,623       33,119       (4,585 )     28,534  
Customer relationships and lists
    110,942       (23,358 )     87,584       74,414       (13,179 )     61,235  
Other
    28,100       (4,064 )     24,036       19,013       (2,200 )     16,813  
 
                                   
Total
  $ 195,956     $ (34,414 )   $ 161,542     $ 146,736     $ (23,532 )   $ 123,204  
 
                                   
     Non-compete agreements represent amounts paid primarily to key employees and prior owners of acquired businesses in exchange for placing restrictions on their ability to pose a competitive risk to us. Such amounts are amortized, on a straight-line basis over the respective non-compete period, which generally commences upon termination of employment or separation from us. The weighted-average non-compete period for agreements currently being amortized was approximately six years as of December 30, 2006.
     Trademarks, trade names, customer lists and customer relationships were established through business acquisitions. Certain trademarks and trade names, totaling $25.4 million and $23.5 million as of December 30, 2006 and December 31, 2005, are deemed indefinite-lived intangible assets and are not amortized. The remainder are deemed definite-lived and are amortized on a straight-line basis over a weighted-average period of approximately five years as of December 30, 2006. Customer relationships and customer lists are definite-lived intangible assets that are amortized on a straight-line basis over a weighted-average period of approximately 10 years as of December 30, 2006.
     Amortization expense related to definite-lived intangible assets for 2006, 2005 and 2004 was $18.9 million, $15.6 million and $9.7 million. The annual amortization expense expected for the years 2007 through 2011 is $19.8 million, $17.7 million, $16.3 million, $15.1 million and $14.1 million.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 5 — Investments and Other
     Investments and other consisted of the following:
                 
    December 30,     December 31,  
    2006     2005  
Notes receivable (1)
  $ 29,796     $ 19,953  
Distribution rights, net of amortization
    9,381       4,723  
Investment in unconsolidated affiliates
    7,612       7,052  
Debt issuance costs, net of amortization
    4,357       5,605  
Non-current deferred foreign, state and local income taxes
    9,898       8,272  
Other
    14,873       12,287  
 
           
Total
  $ 75,917     $ 57,892  
 
           
 
(1)   Long-term notes receivable carry interest rates ranging from 4.7% to 12.0% and are due in varying installments through 2020. Of the total, approximately $4.4 million in 2006 and $5.1 million in 2005 relate to the sale of certain businesses in prior years. In addition, $9.1 million in 2006 and $9.0 million in 2005 of this balance was owed to us by an affiliated company.
     Amortization of long-term assets for 2006, 2005 and 2004 was $2.7 million, $1.7 million and $1.7 million.
Note 6 — Business Acquisitions, Divestitures and Other Transactions
Acquisitions
     On June 30, 2006, we acquired from Darby Group Companies, Inc. (the “Darby Group”) certain assets and assumed certain liabilities of a privately held full-service distributor of dental merchandise and equipment. During the third quarter of 2006, we acquired from the Darby Group certain assets and assumed certain liabilities of a privately held full-line distributor serving the dental lab community nationwide and a privately held provider of medical supplies and pharmaceutical products, including generic drugs, branded drugs and vaccines to small medical practices nationwide. This group of acquisitions (the “Darby Acquisitions”) had combined annual revenues of approximately $219.0 million. We recorded $13.3 million of goodwill related to our acquisition of the Darby Acquisitions.
     On March 31, 2006, we completed the acquisition of NLS Animal Health (“NLS”), a privately held, full-service animal health distribution business with annual revenues of approximately $110.0 million. We recorded $50.6 million of goodwill related to this acquisition.
     In addition to the foregoing acquisitions, we completed other acquisitions during the year ended December 30, 2006. The operating results of our acquisitions are reflected in our financial statements from their respective acquisition dates. Such acquisitions were immaterial to our financial statements individually and in the aggregate.
     On January 11, 2005, we acquired the dental products distribution business of Ash Temple Limited (“Ash Temple”), a privately held full-service dental distributor based in Ontario, Canada with annual revenues of approximately $100.0 million. We recorded $16.5 million of goodwill related to this

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 6 — Business Acquisitions, Divestitures and Other Transactions — (Continued)
acquisition. The operating results of Ash Temple are reflected in the accompanying financial statements since the date of acquisition.
     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 (discussed below), $13.5 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, with an increase of $8.6 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 the recording of approximately $11.5 million of goodwill through preliminary purchase price allocations during the year ended December 31, 2005. These acquisitions were immaterial individually and in the aggregate.
     On June 18, 2004, we acquired all of the outstanding equity shares of Demedis GmbH (excluding its Austrian operations discussed above), which is a leading full-service distributor of dental consumables and equipment in Germany, Austria, and the Benelux countries; and Euro Dental Holding GmbH, which included KRUGG S.p.A., which we believe is Italy’s leading distributor of dental consumable products, and DentalMV GmbH (otherwise known as Muller & Weygandt, or “M&W”). We refer to these entities collectively as the “Demedis Group.”
     As part of our agreement with the German regulatory authorities entered into prior to acquiring the Demedis Group, we agreed to divest M&W shortly after the consummation of the acquisition, effected through exercising a put option back to the previous owners. On July 16, 2004, this divestiture was completed for approximately $62.2 million, including the assumption of debt of approximately $34.2 million, resulting in a reduction of the purchase price for the Demedis Group.
     As part of the agreement to divest M&W, we were entitled to receive 50% of the net sale proceeds in excess of EUR 55.0 million, in the event M&W was subsequently resold before June 18, 2005. On September 24, 2004, an agreement was signed to resell M&W for an amount that resulted in our realizing a share of the net sale proceeds equal to approximately $32.4 million, which we received in October 2004. This amount was treated as a further reduction of the purchase price for the Demedis Group.
     In addition to the Demedis Group acquisition, we completed other acquisitions and made earn-out payments that resulted in recording additional goodwill during 2004. These transactions were immaterial individually and in the aggregate.
Divestitures
     On April 1, 2006, we sold substantially all of the assets of our Hospital Supply Business, previously reported as part of our healthcare distribution reportable segment. The sale price was $36.5 million, which was received during the second quarter of 2006. As a result of this sale, included in the operating results from discontinued operations for 2006 is a $32.3 million ($19.4 million after-tax) loss on the sale, including $3.5 million ($2.1 million after-tax) of transitional service obligations and selling costs.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 6 — Business Acquisitions, Divestitures and Other Transactions — (Continued)
     Net sales generated by our Hospital Supply Business were $37.9 million for the three months ended April 1, 2006 and $152.8 million and $161.8 million for the years ended December 31, 2005 and December 25, 2004. We have classified the operating results of the Hospital Supply Business as a discontinued operation in the accompanying consolidated statements of income for all periods presented. The carrying amounts of the major classes of the Hospital Supply Business assets held-for-sale as of December 31, 2005 included accounts receivable, net of reserves, of approximately $43.9 million and inventories, net of reserves, of approximately $16.2 million.
     As part of the sale agreement, we are obligated to make payments to the buyer, up to a maximum of $13.0 million, contingent upon the buyer’s collection of specified accounts receivable within one year and the maintenance of a specified level of aggregate sales of the Hospital Supply Business during the two-year post-closing period. Any payments made in connection with these contingencies will be presented as part of our results from discontinued operations.
Loan and Investment Agreement
     On July 18, 2006, we loaned D4D Technologies, LLC (“D4D”) $7.6 million and agreed to loan an additional $5.7 million contingent upon the achievement of specified D4D operational milestones. As of December 30, 2006, we have loaned D4D a total of $10.1 million. If the remaining operational milestones are achieved, the additional $3.2 million loan is expected to be made during 2007. The loans are repayable between December 2007 and July 2013.
     We also agreed to make two equity investments in D4D totaling $27.7 million contingent upon the achievement of specified D4D operational milestones. If such operational milestones are achieved, we expect to make these investments in 2007. We have the option to fund a portion of our second equity investment in D4D by utilizing the loan amounts due to us from D4D. We expect to account for such investments under the equity method prospectively from the date of our first equity investment.
Note 7 — Debt
Bank Credit Lines
     We have a $300.0 million revolving credit facility with a $100.0 million expansion feature. This facility, which expires in May 2010, replaced our previous revolving credit facility of $200.0 million, which was scheduled to expire in May 2006. The interest rate is based on USD LIBOR plus a spread based on our leverage ratio at the end of each financial reporting quarter. The agreement provides, among other things, that we maintain certain interest coverage and maximum leverage ratios, and contains restrictions relating to subsidiary indebtedness, liens, employee and shareholder loans, disposal of businesses and certain changes in ownership. As of December 30, 2006, there were $8.2 million of letters of credit provided to third parties and no borrowings outstanding under this revolving credit facility.
     As of December 30, 2006, we had various short-term bank credit lines available, of which $2.5 million was outstanding. As of December 30, 2006, such credit lines had a weighted average interest rate of 4.5%. Our bank credit lines were collateralized by certain assets with an aggregate net carrying value of $4.9 million at December 30, 2006.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 7 — Debt — (Continued)
Long-term debt
     Long-term debt consisted of the following:
                 
    December 30,
2006
    December 31,
2005
 
Senior Notes
  $ 203,339     $ 222,554  
Convertible Debt
    240,000       240,000  
Notes payable to banks, at interest rates of 3.9% to 8.8%
    11,972       11,547  
Various uncollateralized loans payable with interest, in varying installments through 2014
    27,247       31,304  
Capital lease obligations (see Note 13)
    14,284       17,128  
 
           
Total
    496,842       522,533  
Less current maturities
    (41,036 )     (33,013 )
 
           
Total long-term debt
  $ 455,806     $ 489,520  
 
           
     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 mature on June 30, 2009 and bear interest at a fixed rate of 6.9% per annum. Principal payments on the $100.0 million notes of $20.0 million annually commenced September 25, 2006 and bear interest at a fixed rate of 6.7% per annum. Interest on both notes is payable semi-annually.
     In 2003, we entered into agreements relating to our $230.0 million senior notes to exchange their fixed interest rates for variable interest rates. The value of debt exchanged to a variable rate of interest reduces according to the repayment schedule of the senior notes. As of December 30, 2006, there is $210.0 million of principal remaining with a weighted-average interest rate of 8.1%. For the year ended December 30, 2006, the weighted-average variable interest rate was 8.6%. This weighted-average variable interest rate is comprised of LIBOR plus a spread and resets on the interest due dates for such senior notes. The interest rate swap agreements are marked-to-market at each balance sheet date, with an offsetting adjustment to the senior notes.
     The agreement governing our senior notes provides, among other things, that we will maintain on a consolidated basis, certain leverage and priority debt ratios and a minimum net worth. The agreement also contains restrictions relating to transactions with affiliates, annual dividends, mergers and acquisitions and liens. The agreements limit the distribution of dividends without the prior written consent of the lenders (limited to $25.0 million, plus 80% of cumulative net income, plus net proceeds from the issuance of additional capital stock.) As of December 30, 2006, the amount of retained earnings free of restrictions was $503.0 million.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 7 — Debt — (Continued)
     In 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 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 also will pay contingent interest during any six-month interest period beginning August 15, 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.
     As of December 30, 2006, the aggregate amounts of long-term debt, including capital leases, maturing in each of the next five years and thereafter are as follows: 2007 — $41.0 million; 2008 — $21.9 million; 2009 — $146.9 million; 2010 — $20.0 million; 2011 — $0.5 million; 2012 and thereafter — $266.5 million.
Note 8 — Income Taxes
     Income taxes are based on income from continuing operations before taxes, minority interest, and equity in earnings of affiliates and were as follows:
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005 (1)     2004(1)  
Domestic
  $ 248,198     $ 216,362     $ 167,392  
Foreign
    47,404       30,242       13,685  
 
                 
Total
  $ 295,602     $ 246,604     $ 181,077  
 
                 
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 8 — Income Taxes — (Continued)
     The provisions for income taxes from continuing operations were as follows:
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005 (1)     2004 (1)  
Current tax expense:
                       
U.S. Federal
  $ 82,105     $ 68,462     $ 45,808  
State and local
    14,816       13,332       10,103  
Foreign
    13,327       7,741       4,301  
 
                 
Total current
    110,248       89,535       60,212  
 
                 
 
                       
Deferred tax expense (benefit):
                       
U.S. Federal
    (4,827 )     (3,730 )     3,389  
State and local
    (827 )     (640 )     1,186  
Foreign
    626       5,291       2,229  
 
                 
Total deferred
    (5,028 )     921       6,804  
 
                 
Total provision
  $ 105,220     $ 90,456     $ 67,016  
 
                 
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
     The tax effects of temporary differences that give rise to our deferred tax asset (liability) were as follows:
                 
    December 30,     December 31,  
    2006     2005(1)  
Current deferred tax assets:
               
Inventory, premium coupon redemptions and accounts receivable valuation allowances
  $ 10,508     $ 15,899  
Uniform capitalization adjustments to inventories
    6,018       5,738  
Other accrued liabilities
    11,310       14,181  
 
           
Total current deferred tax asset
    27,836       35,818  
Valuation allowances for current deferred tax assets
          (1,577 )
 
           
Net current deferred tax asset
    27,836       34,241  
 
           
 
               
Non-current deferred tax asset (liability):
               
Property and equipment
    (11,878 )     (20,539 )
Stock-based compensation
    20,831     19,610
Provision for other long-term liabilities
    (78,158 )     (64,611 )
Net operating losses of domestic subsidiaries
    8,016       6,260  
Net operating losses of foreign subsidiaries
    86,537       80,167  
 
           
Total non-current deferred tax asset
    25,348       20,887  
Valuation allowance for non-current deferred tax assets (2)
    (77,784 )     (67,047 )
 
           
Net non-current deferred tax liability (3)
    (52,436 )     (46,160 )
 
           
Net deferred tax liability
  $ (24,600 )   $ (11,919 )
 
           
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
 
(2)   Primarily relates to operating losses of acquired foreign subsidiaries, the benefits of which are uncertain. Any future reductions of such valuation allowances will be reflected as reductions of goodwill.
 
(3)   Certain deferred tax amounts do not have a right of offset and are therefore reflected on a gross basis in non-current assets and other non-current liabilities on the balance sheet.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 8 — Income Taxes — (Continued)
     The deferred tax asset is realizable as we have sufficient taxable income in prior years and anticipate sufficient taxable income in future years to realize the tax benefit for deductible temporary differences.
     As of December 30, 2006, we have domestic unconsolidated net operating loss carryforwards of $22.9 million, which are available to offset future federal taxable income through 2026. Foreign net operating losses totaled $223.1 million as of December 30, 2006. Of such losses, $694 can be utilized against future foreign income through 2012, $703 can be utilized against future foreign income through 2013 and $221.7 million has an indefinite life.
     The tax provisions from continuing operations differ from the amount computed using the federal statutory income tax rate as follows:
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005 (1)     2004 (1)  
Income tax provision at federal statutory rate
  $ 103,461     $ 86,311     $ 63,377  
State income tax provision, net of federal income tax effect
    9,093       8,250       7,338  
Foreign income tax provision (benefit)
    (3,862 )     274       1,320  
Valuation reserve
    2,566       3,438        
Interest expense
    (7,627 )     (7,623 )     (5,761 )
Other
    1,589       (194 )     742  
 
                 
Total income tax provision
  $ 105,220     $ 90,456     $ 67,016  
 
                 
 
(1)   Adjusted to reflect the effects of our adoption of FAS 123(R) using the modified retrospective application.
     Provision has not been made for U.S. or additional foreign taxes on undistributed earnings of foreign subsidiaries, which have been, and will continue to be reinvested. These earnings could become subject to additional tax if they were remitted as dividends, if foreign earnings were loaned to us or a U.S. affiliate, or if we should sell our stock in the foreign subsidiaries. It is not practicable to determine the amount of additional tax, if any, that might be payable on the foreign earnings; however, we believe that foreign tax credits may substantially offset any U.S. tax liabilities. As of December 30, 2006, the cumulative amount of reinvested earnings was approximately $55.6 million.
Note 9 — Financial Instruments and Concentrations of Credit Risk
Fair Values of Financial Instruments
     The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash equivalents and trade receivables — Due to the short-term maturity of such instruments, the carrying amounts are a reasonable estimate of fair value.
Available-for-sale securities — The fair value of available-for-sale securities is estimated based on quoted market prices for such securities.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 9 — Financial Instruments and Concentrations of Credit Risk — (Continued)
Long-term investments and notes receivable — There are no quoted market prices available for investments in unconsolidated affiliates and long-term notes receivable; however, we believe the carrying amounts are a reasonable estimate of fair value.
Long-term debt — The fair value of our long-term debt is estimated based on quoted market prices for our traded debt and on market prices of similar issues for our private debt. The fair value of our long-term debt as of December 30, 2006 and December 31, 2005 was estimated at $499.4 million and $518.9 million.
Derivative instruments — The fair values of foreign currency forward contracts and interest rate swap agreements are estimated by obtaining quotes from brokers. Such instruments are carried at fair value on the consolidated balance sheet. The fair value (liability) of our foreign currency forward contracts as of December 30, 2006 and December 31, 2005 was estimated at $(8.7) million and $4.0 million, which approximated contract value. The fair value (liability) of our interest rate swap agreements was estimated at $(6.7) million and $(7.4) million, representing the estimated amounts we would have paid to terminate the agreements as of December 30, 2006 and December 31, 2005. These amounts take into account current interest rates, market expectations for future interest rates and our current credit worthiness.
Concentrations of Credit Risk
     Certain financial instruments potentially subject us to concentrations of credit risk. These financial instruments consist primarily of cash equivalents, available-for-sale securities, trade receivables, long-term investments, notes receivable and derivative instruments. In all cases, our maximum exposure to loss from credit risk equals the gross fair value of the financial instruments. We continuously assess the need for reserves for such losses, which have historically been within our expectations. We do not require collateral or other security to support financial instruments subject to credit risk, except for long-term notes receivable.
     With respect to our cash equivalents, available-for-sale securities, short-term and long-term investments and derivative instruments, our credit risk is limited due to our counter-parties being high-credit quality financial institutions. As a risk management policy, we limit the amount of credit exposure by utilizing numerous different counter-parties.
     With respect to our trade receivables, our credit risk is somewhat limited due to a relatively large customer base and its dispersion across different types of healthcare professionals and geographic areas. No single customer accounted for more than 1.1% of our net sales in 2006.
     Our long-term notes receivable represent strategic financing arrangements with certain industry affiliates and amounts owed to us from sales of certain businesses. Generally, these notes are secured by certain assets of the counter-party; however, in most cases our security is subordinate to other commercial financial institutions. While we have exposure to credit loss in the event of non-performance by these counter-parties, we conduct ongoing assessments of their financial and operational performance.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 10 — Segment and Geographic Data
     We conduct our business through two reportable segments: healthcare distribution and technology. These segments offer different products and services to the same customer base. The healthcare distribution reportable segment aggregates our dental, medical (including animal health) and international operating segments. 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 practitioners, schools and other institutions in the combined United States and Canadian dental market. Our medical group serves office-based medical practitioners, surgical centers, other alternate-care settings, animal health clinics and other institutions throughout the United States. Our international group serves practices in 17 countries outside of North America.
     Our technology group provides software, technology and other value-added services to healthcare practitioners, primarily in the United States and Canada. Our value-added practice solutions include practice-management software systems for dental and medical practitioners and animal health clinics. Our technology group offerings also include financial services and continuing education services for practitioners.
     The following tables present information about our business segments:
                         
    Years ended  
    December 30,
2006
    December 31,
2005
    December 25,
2004
 
Net Sales:
                       
Healthcare distribution (1):
                       
Dental (2)
  $ 2,136,830     $ 1,896,643     $ 1,602,457  
Medical (3)
    1,516,155       1,394,121       1,284,279  
International (4)
    1,401,889       1,256,910       928,207  
 
                 
Total healthcare distribution
    5,054,874       4,547,674       3,814,943  
Technology (5)
    98,223       88,255       83,542  
 
                 
Total
  $ 5,153,097     $ 4,635,929     $ 3,898,485  
 
                 
 
(1)   Consists of consumable products, small equipment, laboratory products, large dental equipment, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products and vitamins.
 
(2)   Consists of products sold in the United States and Canada.
 
(3)   Consists of products and equipment sold in the United States’ medical and animal health markets.
 
(4)   Consists of products sold in dental, medical and animal health markets, primarily in Europe.
 
(5)   Consists of practice management software and other value-added products and services, which are distributed primarily to healthcare providers in the United States and Canada.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 10 — Segment and Geographic Data — (Continued)
                         
    Years ended  
    December 30,     December 31,     December 25,  
    2006     2005     2004  
Operating Income: (1)
                       
Healthcare distribution
  $ 267,694     $ 230,520     $ 162,703  
Technology
    37,203       32,618       29,495  
 
                 
Total
  $ 304,897     $ 263,138     $ 192,198  
 
                 
 
                       
Income from continuing operations before taxes, minority interest and equity in earnings of affiliates: (1)
                       
Healthcare distribution
  $ 248,349     $ 205,340     $ 144,682  
Technology
    47,253       41,264       36,395  
 
                 
Total
  $ 295,602     $ 246,604     $ 181,077  
 
                 
 
                       
Depreciation and Amortization:
                       
Healthcare distribution
  $ 61,035     $ 57,164     $ 48,824  
Technology
    3,895       3,181       2,502  
 
                 
Total
  $ 64,930     $ 60,345     $ 51,326  
 
                 
 
                       
Income Tax Expense From Continuing Operations: (1)
                       
Healthcare distribution
  $ 87,130     $ 74,510     $ 53,084  
Technology
    18,090       15,946       13,932  
 
                 
Total
  $ 105,220     $ 90,456     $ 67,016  
 
                 
 
                       
Interest Income:
                       
Healthcare distribution
  $ 16,337     $ 7,313     $ 6,102  
Technology
    103       2       8  
 
                 
Total
  $ 16,440     $ 7,315     $ 6,110  
 
                 
 
                       
Interest Expense:
                       
Healthcare distribution
  $ 27,662     $ 25,506     $ 17,596  
Technology
    138       2        
 
                 
Total
  $ 27,800     $ 25,508     $ 17,596  
 
                 
 
                       
Capital Expenditures:
                       
Healthcare distribution
  $ 65,411     $ 50,394     $ 35,293  
Technology
    1,589       435       2,544  
 
                 
Total
  $ 67,000     $ 50,829     $ 37,837  
 
                 
 
(1)   Adjusted to reflect the effect of our adoption of FAS 123(R) using the modified retrospective application.
                         
    As of  
    December 30,     December 31,     December 25,  
    2006     2005     2004  
Total Assets:
                       
Healthcare distribution
  $ 2,807,167     $ 2,489,980     $ 2,413,900  
Technology
    73,979       93,140       19,770  
 
                 
Total
  $ 2,881,146     $ 2,583,120     $ 2,433,670  
 
                 

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 10 — Segment and Geographic Data — (Continued)
     The following table sets forth our net sales by principal categories of products offered through our healthcare distribution and technology reportable segments:
                         
    2006     2005     2004  
Healthcare Distribution
                       
Dental:
                       
Consumable dental products, dental laboratory products and small equipment (1)
  $ 2,339,738     $ 2,174,078     $ 1,780,120  
Large dental equipment (2)
    956,307       788,108       560,317  
 
                 
Total dental
    3,296,045       2,962,186       2,340,437  
 
                 
 
                       
Medical:
                       
Medical products (3)
    1,554,087       1,418,595       1,308,035  
Animal health products (4)
    204,742       166,893       166,471  
 
                 
Total medical
    1,758,829       1,585,488       1,474,506  
 
                 
 
Total Healthcare distribution
    5,054,874       4,547,674       3,814,943  
 
                 
 
                       
Technology
                       
Software and related products and other value-added products (5)
    98,223       88,255       83,542  
 
                 
 
                       
Total
  $ 5,153,097     $ 4,635,929     $ 3,898,485  
 
                 
 
(1)   Includes X-ray products, infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, dental implants, gypsum, acrylics, articulators and abrasives.
 
(2)   Includes dental chairs, delivery units and lights, X-ray equipment, equipment repair and high-tech equipment.
 
(3)   Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray products, equipment and vitamins.
 
(4)   Includes branded and generic pharmaceuticals, surgical products, small equipment and dental products.
 
(5)   Includes software and related products and other value-added products, including financial products and continuing education.
     The following table presents information about our operations by geographic area as of and for the three years ended December 30, 2006. Net sales by geographic area are based on the respective locations of our subsidiaries. No other country, except for the United States and Germany, generated net sales greater than 10% of consolidated net sales. There were no material amounts of sales or transfers among geographic areas and there were no material amounts of export sales.
                                                 
    2006     2005     2004  
    Net     Long-Lived     Net     Long-Lived     Net     Long-Lived  
    Sales     Assets     Sales     Assets     Sales     Assets  
United States
  $ 3,536,619     $ 567,132     $ 3,189,428     $ 441,301     $ 2,889,087     $ 421,197  
Germany
    642,562       277,261       592,716       249,770       440,186       280,631  
Other
    973,916       315,988       853,785       249,748       569,212       230,776  
 
                                   
Consolidated total
  $ 5,153,097     $ 1,160,381     $ 4,635,929     $ 940,819     $ 3,898,485     $ 932,604  
 
                                   

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 11 — Stockholders’ Equity
     On January 31, 2005, we announced that our Board of Directors approved a two-for-one stock split effected in the form of a dividend. This stock split became effective on February 28, 2005 and has been retroactively reflected for all periods presented in the accompanying financial statements and footnotes.
     Effective May 25, 2005, we increased our authorized common shares from 120,000,000 to 240,000,000 in connection with the above stock split.
Common Stock Purchase Rights
     On November 30, 1998, our Board of Directors adopted a Stockholder Rights Plan (the “Rights Plan”), and declared a dividend under the Rights Plan of one common stock purchase right (a “Right”) on each outstanding share of our common stock. Until the occurrence of certain events, each share of common stock that is issued will also have attached to it a Right. The Rights provide, in substance, that should any person or group acquire 15% or more of our outstanding common stock after the date of adoption of the Rights Plan, each Right, other than Rights held by the acquiring person or group, would entitle its holder to purchase a certain number of shares of common stock for 50% of the then-current market value of the common stock. Unless a 15% acquisition has occurred, we may redeem the Rights at any time prior to the termination date of the Rights Plan. This Right to purchase the common stock at a discount will not be triggered by a person’s or group’s acquisition of 15% or more of the common stock pursuant to a tender or exchange offer which is for all outstanding shares at a price and on terms that the Board of Directors determines (prior to acquisition) to be adequate and in the stockholders’ best interests. In addition, the Right will not be triggered by the positions of existing shareholders.
     Certain business combinations involving an acquiring person or its affiliates will trigger an additional feature of the Rights. Each Right, other than Rights held by the acquiring person or group, will entitle its holder to purchase a certain number of shares of common stock of the acquiring person at a price equal to 50% of the market value of such shares at the time of exercise. Initially, the Rights will be attached to, and trade with, the certificates representing our outstanding shares of common stock and no separate certificates representing the Rights will be distributed. The Rights will become exercisable only if a person or group acquires, or commences a tender or exchange offer for, 15% or more of our common stock.
     The Board of Directors may, at its option, redeem all, but not less than all, of the then outstanding Rights at a redemption price of $0.01 per Right at any time prior to the earlier of (a) any person or group acquiring 15% or more of our common stock or (b) the final expiration date of November 30, 2008.
Note 12 — Employee Benefit Plans
Stock Option and Awards
     Effective January 1, 2006, we adopted the provisions of FAS No. 123(R), “Share-Based Payment.” We previously applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations and provided the required pro forma disclosures of FAS 123, “Accounting for Stock-Based Compensation” in our consolidated financial statements. We elected to adopt the modified retrospective application method provided by FAS 123(R), and accordingly, financial statement amounts for the periods presented herein reflect results as if the fair value method of expensing

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 12 — Employee Benefit Plans — (Continued)
such share-based payments had been applied from the original effective date of FAS 123. Such results are consistent with the previously reported pro forma disclosures required under FAS 123.
     As part of our adoption of FAS 123(R), we recorded the cumulative share-based compensation expense, net of taxes, for the period 1995 through 2005, resulting in a reduction of our retained earnings of $44.2 million and an increase to additional paid-in capital of $46.6 million reflected in the accompanying consolidated statements of stockholders’ equity as of December 27, 2003.
     Our accompanying consolidated statements of income reflect pre-tax share-based compensation expense of $19.5 million ($12.5 million after-tax), $18.2 million ($11.6 million after-tax) and $18.0 million ($11.3 million after-tax) for the years ended December 30, 2006, December 31, 2005 and December 25, 2004. Our basic and diluted earnings from continuing operations per share as originally reported for the year ended December 31, 2005 were each reduced by $0.13 as a result of our modified retrospective application of FAS 123(R). Our basic and diluted earnings from continuing operations per share as originally reported for the year ended December 25, 2004 were reduced by $0.13 and $0.12 as a result of our modified retrospective application of FAS 123(R).
     Our accompanying consolidated statements of cash flows present our stock-based compensation expense as an adjustment to reconcile net income to net cash provided by operating activities for all periods presented. Additionally, prior to adopting FAS 123(R), benefits associated with tax deductions in excess of recognized compensation expense were presented as part of operating cash flow on our consolidated statements of cash flows. However, FAS 123(R) requires that such excess tax benefits be presented as a cash inflow from financing activities. In the accompanying consolidated statements of cash flows, we presented $14.9 million, $10.4 million and $8.4 million of such excess tax benefits as a cash inflow from financing activities for the years ended December 30, 2006, December 31, 2005 and December 25, 2004.
     Stock-based compensation represents the cost related to stock-based awards granted to employees and non-employee directors. We measure stock-based compensation at the grant date, based on the estimated fair value of the award, and recognize the cost as compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. Our stock-based compensation expense is reflected in selling, general and administrative expenses in our consolidated statements of income.
     Stock-based awards are provided to certain employees and non-employee directors under the terms of our 1994 Stock Incentive Plan, as amended, and our 1996 Non-Employee Director Stock Incentive Plan, as amended (the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Awards under the Plans principally include a combination of at-the-money stock options and restricted stock (including restricted stock units). As of December 30, 2006, there were 20,159,270 shares authorized and 2,488,513 shares available to be granted under the 1994 Stock Incentive Plan and 800,000 shares authorized and 333,694 shares available to be granted under the 1996 Non-Employee Director Stock Incentive Plan.
     Stock options are awards that allow the recipient to purchase shares of our common stock at a fixed price. Stock options are granted at an exercise price equal to our closing stock price on the date of grant.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 12 — Employee Benefit Plans — (Continued)
     These awards, which generally vest 25% per year based on the recipient’s continued service, are fully vested four years from the grant date and have a contractual term of ten years from the grant date. Additionally, recipients may not sell any shares that they acquire through exercising their options until the third anniversary of the date of grant of such options. We estimate the fair value of stock options using the Black-Scholes valuation model.
     Grants of restricted stock are common stock awards granted to recipients with specified vesting provisions. We issue restricted stock that vests based on the recipient’s continued service over time (four-year cliff vesting) and restricted stock that vests based on our achieving specified performance measurements (three-year cliff vesting).
     With respect to time-based restricted stock, we estimate the fair value on the date of grant based on our closing stock price. With respect to performance-based restricted stock, the number of shares that ultimately vest and are received by the recipient is based upon our earnings per share performance measured against specified targets over a three-year period. We estimate the fair value of performance-based restricted stock, based on our closing stock price, assuming that performance targets will be achieved. Over the performance period, the number of shares of common stock that will ultimately vest and be issued is adjusted upward or downward based upon our estimation of achieving such performance targets. The ultimate number of shares delivered to recipients and the related compensation cost recognized as expense will be based on a comparison of the final performance metrics to the specified targets.
     Restricted stock units (“RSUs”) are unit awards we grant to certain non-U.S. employees that entitle the recipient to shares of common stock upon vesting after four years for time-based awards or three years for performance-based awards. The fair value of RSUs is determined on the date of grant, based on our closing stock price.
     We record deferred tax assets for awards that result in deductions on our income tax returns, based on the amount of compensation cost recognized and our statutory tax rate in the jurisdiction in which we will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on our income tax return are recorded in additional paid-in capital (if the tax deduction exceeds the deferred tax asset) or in earnings (if the deferred tax asset exceeds the tax deduction and no additional paid-in capital exists from previous awards).
     Stock-based compensation expense for the year ended December 30, 2006 was generated through stock options and restricted stock grants. For the years ended December 31, 2005 and December 25, 2004, the majority of stock-based compensation expense was generated through stock options. The weighted-average grant date fair value of stock-based awards granted was $24.46, $13.38 and $11.21 per share during the years ended December 30, 2006, December 31, 2005 and December 25, 2004. For the year ended December 30, 2006, the fair value of stock-based awards issued was evenly divided between stock options and restricted stock (including RSUs).
     Total unrecognized compensation cost related to non-vested awards as of December 30, 2006 was $42.2 million, which is expected to be recognized over a weighted-average period of approximately two years. There were no significant capitalized stock-based compensation costs as of December 30, 2006.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 12 — Employee Benefit Plans — (Continued)
     A summary of the stock option activity under the Plans is presented below:
                                                 
    Years ended
    December 30, 2006   December 31, 2005   December 25, 2004
            Weighted           Weighted           Weighted
            Average           Average           Average
            Exercise           Exercise           Exercise
    Shares   Price   Shares   Price   Shares   Price
Outstanding at beginning of year
    8,882,557     $ 26.37       9,055,486     $ 22.13       8,467,412     $ 17.08  
Granted
    835,089       47.34       1,716,745       39.58       2,319,100       35.14  
Exercised
    (1,878,395 )     18.96       (1,723,095 )     17.11       (1,520,728 )     14.09  
Forfeited
    (361,930 )     26.90       (166,579 )     27.79       (210,298 )     19.97  
 
                                               
Outstanding at end of year
    7,477,321       30.54       8,882,557       26.37       9,055,486       22.13  
 
                                               
 
                                               
Options exercisable at end of year
    5,332,874       26.49       6,180,073       21.82       6,406,137       18.98  
 
                                               
     The following weighted-average assumptions were used in determining the fair values of stock options using the Black-Scholes valuation model:
                         
    2006   2005   2004
Expected dividend yield
    0 %     0 %     0 %
Expected stock price volatility
    25 %     30 %     30 %
Risk-free interest rate
    4.8 %     4.0 %     3.0 %
Expected life of options (years)
    5       5       5  
     We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in the foreseeable future. The expected stock price volatility is based on considering implied volatilities from traded call options on our stock and from call options embedded in our existing convertible debt, historical volatility of our stock, and other factors. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant in conjunction with considering the expected life of options. The expected life of options represents the approximate period of time that granted options are expected to be outstanding and is based on historical data, including option exercises, forfeitures and cancellations. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by recipients of stock options, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us.
     The total intrinsic value of stock options exercised was $54.1 million, $41.1 million and $32.1 million for the years ended December 30, 2006, December 31, 2005 and December 25, 2004. The total cash received as a result of stock option exercises for the years ended December 30, 2006, December 31, 2005 and December 25, 2004 was approximately $35.6 million, $29.5 million and $21.4 million. In connection with these exercises, the tax benefits that we realized for the years ended December 30, 2006, December 31, 2005 and December 25, 2004 were $13.4 million, $16.5 million and $14.5 million. We settle employee stock option exercises with newly issued common shares.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 12 — Employee Benefit Plans — (Continued)
     The total intrinsic value of restricted stock (including RSUs) that vested was $148, $123 and $52 during the years ended December 30, 2006, December 31, 2005 and December 25, 2004. The following table summarizes the status of our non-vested restricted shares/units for the year ended December 30, 2006:
                 
    Time-Based Restricted Stock/Units  
            Weighted Average  
            Grant Date Fair  
    Shares/Units     Value  
Outstanding at beginning of period
    17,478     $ 424,766  
Granted
    102,972       4,874,375  
Vested
    (3,089 )     (97,123 )
Forfeited
    (3,367 )     (159,293 )
 
           
Outstanding at end of period
    113,994     $ 5,042,725  
 
           
                 
    Performance-Based Restricted Stock/Units  
            Weighted Average  
            Grant Date Fair  
    Shares/Units     Value  
Outstanding at beginning of period
        $  
Granted
    228,910       10,817,060  
Vested
           
Forfeited
    (3,367 )     (159,293 )
 
           
Outstanding at end of period
    225,543     $ 10,657,767  
 
           
401(k) Plans
     We offer qualified 401(k) plans to substantially all our domestic full-time employees. As determined by our Board of Directors, matching contributions to these plans generally do not exceed 100% of the participants’ contributions up to 7% of their base compensation, subject to applicable legal limits. Matching contributions include both cash and our common stock. Forfeitures attributable to participants whose employment terminates prior to becoming fully vested are used to reduce our matching contributions.
     Assets of the 401(k) and other defined contribution plans are held in self-directed accounts enabling participants to choose from various investment fund options. Matching contributions to these plans charged to operations during 2006, 2005 and 2004 amounted to $17.1 million, $13.8 million and $11.8 million.
Supplemental Executive Retirement Plan
     We offer an unfunded, non-qualified supplemental executive retirement plan to eligible employees. This plan generally covers officers and certain highly-compensated employees after they have reached the maximum IRS allowed pre-tax 401(k) contribution limit. Our contributions to this plan are equal to the 401(k) employee-elected contribution percentage applied to base compensation for the portion of the year

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 12 — Employee Benefit Plans — (Continued)
in which such employees are not eligible to make pre-tax contributions to the 401(k) plan. The amounts charged to operations during 2006, 2005 and 2004 amounted to $1.0 million, $1.4 million and $566.
Note 13 — Commitments and Contingencies
Operating Leases
     We lease facilities and equipment under non-cancelable operating leases expiring through 2020. We expect that in the normal course of business, leases will be renewed or replaced by other leases.
     Future minimum annual rental payments under our non-cancelable operating leases as of December 30, 2006 were:
         
2007
  $ 48,764  
2008
    39,339  
2009
    30,492  
2010
    22,657  
2011
    17,449  
Thereafter
    57,752  
 
     
Total minimum operating lease payments
  $ 216,453  
 
     
     Total rental expense from continuing operations for 2006, 2005 and 2004 was $43.5 million, $41.2 million and $33.8 million.
Capital Leases
     We lease certain equipment under capital leases. Future minimum annual lease payments under our capital leases together with the present value of the minimum capital lease payments as of December 30, 2006 were:
         
2007
  $ 2,334  
2008
    2,045  
2009
    1,891  
2010
    1,446  
2011
    661  
Thereafter
    13,698  
 
     
Total minimum capital lease payments
    22,075  
Less: Amount representing interest at 3.20% to 14.52%
    (7,791 )
 
     
Total present value of minimum capital lease payments
  $ 14,284  
 
     

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 13 — Commitments and Contingencies — (Continued)
Capital Expenditures
     As of December 30, 2006, we have no commitments for capital expenditures.
Purchase Commitments
     In our healthcare distribution business, we sometimes enter into long-term purchase commitments to ensure the availability of products for distribution. Future minimum annual payments for inventory purchase commitments as of December 30, 2006 were:
         
2007
  $ 238,153  
2008
    192,457  
2009
    157,359  
2010
    155,651  
2011
    143,777  
Thereafter
    568,708  
 
     
Total minimum inventory purchase commitment payments
  $ 1,456,105  
 
     
     We have obligations to purchase influenza vaccine from GlaxoSmithKline Biologicals (formerly ID Biomedical Corporation), Novartis AG and the Sanofi-Aventis Group through 2014 which require us to pay an amount per dose based on the prevailing market price or a formula price in each respective year. The amounts included in the above table related to these purchase commitments were determined using current market conditions.
Litigation
     Our business involves a risk of product liability 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 have a material adverse effect on our financial condition or results of operations.
     As of December 30, 2006, we had accrued our best estimate of potential losses relating to product liability and other claims that were probable to result in a liability and for which we were able to

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 13 — Commitments and Contingencies — (Continued)
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 December 30, 2006, we were a defendant in approximately 44 product liability cases. In many of these cases, the manufacturers have agreed to defend and indemnify us. The manufacturers have withheld defense and indemnification in some of these cases pending product identification. In our opinion, these cases are covered by insurance or will not otherwise have a material adverse effect on our financial condition or results of operations.
Employment, Consulting and Non-Compete Agreements
     We have definite-lived employment, consulting and non-compete agreements expiring through 2010 that have varying base aggregate annual payments of approximately $4.0 million in 2007, which decrease periodically to approximately $145 in 2010. We also have lifetime consulting agreements that provide for current compensation of $408 per year, increasing $25 every fifth year with the next increase in 2007. In addition, some agreements have provisions for incentive and additional compensation.
Note 14 — Supplemental Cash Flow Information
     Cash paid for interest and income taxes was:
                         
    Years ended
    December 30, 2006   December 31, 2005   December 25, 2004
Interest
  $ 28,529     $ 23,126     $ 18,344  
Income taxes
    84,931       56,346       57,259  
     There was no debt assumed as a part of our $199.9 million in 2006 acquisitions. During the years ended December 30, 2006 and December 31, 2005, we had $2.0 million and $1.9 million of non-cash net unrealized gains related to foreign currency hedging activities.
     During the year ended December 31, 2005, in connection with our acquisition of Austrodent, we reclassified 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.
     During the year ended December 25, 2004, we had $2.6 million of non-cash net unrealized losses related to foreign currency hedging activities. In connection with a 2004 acquisition, we assumed $35.7 million of debt, which remained outstanding as of December 25, 2004.
     We have presented the balance of our variable-rate demand notes as part of available-for-sale securities in our consolidated balance sheet. For comparative purposes, we have reclassified $43.8 million from cash and cash equivalents to available-for-sale securities in our consolidated balance sheet as

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 14 — Supplemental Cash Flow Information — (Continued)
of December 31, 2005. Additionally, we have adjusted our consolidated statements of cash flows for the year ended December 31, 2005 to reflect the effect this reclassification had on the purchasing ($49.5 million effect) and sales ($5.7 million effect) of such available-for-sale securities.
Note 15 — Quarterly Information (Unaudited)
     The following presents certain quarterly financial data:
                                 
    Quarters ended
    April 1,   July 1,   September 30,   December 30,
    2006 (1)   2006   2006   2006
 
                               
Net sales
  $ 1,161,781     $ 1,220,360     $ 1,272,020     $ 1,498,936  
Gross profit
    337,602       359,460       361,006       421,987  
Operating income
    60,918       76,748       62,675       104,556  
Income from continuing operations
    35,627       45,218       39,285       62,997  
Net income
    16,259       45,218       39,285       62,997  
Earnings from continuing operations per share:
                               
Basic
  $ 0.41     $ 0.51     $ 0.44     $ 0.71  
Diluted
    0.40       0.50       0.44       0.70  
                                 
    Quarters ended
    March 26,   June 25,   September 24,   December 31,
    2005 (2)   2005 (2)   2005 (2)(3)   2005 (2)
 
                               
Net sales
  $ 1,062,997     $ 1,104,428     $ 1,125,363     $ 1,343,141  
Gross profit
    301,394       321,336       316,731       377,475  
Operating income
    53,262       67,058       58,379       84,439  
Income from continuing operations
    30,503       37,770       33,304       49,435  
Net income
    30,873       36,957       23,301       48,628  
Earnings from continuing operations per share:
                               
Basic
  $ 0.35     $ 0.43     $ 0.38     $ 0.57  
Diluted
    0.35       0.43       0.37       0.56  
 
(1)   On April 1, 2006, we sold substantially all of the assets of our Hospital Supply Business for $36.5 million which was previously reported as part of our healthcare distribution segment. As a result of this sale, included in the operating results from discontinued operations for the three months ended April 1, 2006 is a $32.3 million ($19.4 million after-tax) loss on the sale including $3.5 million ($2.1 million after-tax) of transitional service obligations and selling costs.
 
(2)   Adjusted to reflect the effect of our adoption of FAS 123(R) using the modified retrospective application.
 
(3)   In the third quarter of 2005, we reached a decision to divest our Hospital Supply business, which was a component of our healthcare distribution business. This decision resulted in the recording of an impairment charge of our long-lived assets of approximately $7.0 million, net of tax, or $(0.08) per diluted share for fiscal 2005.

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HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
Note 15 — Quarterly Information (Unaudited) — (Continued)
     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 has been 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 software, equipment and 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 and/or integrations of technologies or businesses;
 
    the timing and amount of sales and marketing expenditures;
 
    loss of sales representatives;
 
    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;
 
    our success in establishing or maintaining business relationships;
 
    changes in accounting principles;
 
    product availability or recalls by manufacturers;
 
    exposure to product liability and other claims in the event that the use of the products we sell results in injury; and
 
    increases in the cost of shipping or service trouble with our third party shippers.
     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 or exceed market expectations, our stock price may decline.

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ITEM 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
     None.
ITEM 9A. 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) 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 30, 2006 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 as specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
     J.D. Edwards Enterprise Resource Planning (“ERP”) system enhancements in our United States dental and medical businesses have been completed during the fourth quarter of 2006 to improve management reporting and strengthen internal control. One enhancement improves the recording process for sales, cost of sales, and sales credits (with an approximate 2006 value of $3.1 billion, $2.2 billion and $144.0 million, respectively). A second enhancement consolidates certain medical field sales divisions with approximate 2006 revenues of $532.0 million. These enhancements, considered in aggregate with the initiatives described below, relating to acquisition integrations and system implementations, represent a material change in our internal control over financial reporting.
     Acquisitions, including NLS Animal Health and Provet Holding AG, with approximate aggregate annual revenues of $189.0 million, each utilizing separate information and financial accounting systems, have been included in our consolidated financial statements. In addition, acquisitions, including the Darby Group, with approximate aggregate annual revenues of $221.0 million, have been integrated into our existing ERP system in the United States and are covered by our existing system of internal control over financial reporting. Finally, there have been ongoing implementations of new ERP systems by other existing business units, specifically our International group, with approximate aggregate annual revenues of $384.0 million.
     All system enhancements, acquisitions, acquisition integrations and new system implementations 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.
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,

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we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“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 30, 2006.
     Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 30, 2006 has been audited by BDO Seidman, LLP, an independent registered public accounting firm, as stated in their attestation report, which 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.

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Report of Independent Registered Public Accounting Firm
Board of Directors
Henry Schein, Inc.
Melville, New York
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Henry Schein, Inc. maintained effective internal control over financial reporting as of December 30, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Henry Schein Inc.’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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.
In our opinion, management’s assessment that Henry Schein, Inc. maintained effective internal control over financial reporting as of December 30, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Henry Schein, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 30, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Henry Schein, Inc. as of December 30, 2006 and

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December 31, 2005 and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 30, 2006 and our report dated February 26, 2007 expressed an unqualified opinion.
/s/ BDO Seidman, LLP
New York, New York
February 26, 2007

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ITEM 9B. Other Information.
None.

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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
     Information required by this item regarding our directors and executive officers and our corporate governance is hereby incorporated by reference to the Section entitled “Election of Directors”, with respect to directors, and the first paragraph of the Section entitled “Corporate Governance — Board of Directors Meetings and Committees — Audit Committee”, with respect to corporate governance, in each case in our definitive 2007 Proxy Statement to be filed pursuant to Regulation 14A and to the Section entitled “Executive Officers of the Registrant” in Part I of this report, with respect to executive officers.
     There have been no changes to the procedures by which stockholders may recommend nominees to our Board of Directors since our last disclosure of such procedures, which appeared in our definitive 2006 Proxy Statement filed pursuant to Regulation 14A on April 13, 2006.
     Information required by this item concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is hereby incorporated by reference to the Section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive 2007 Proxy Statement.
     We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Controller. We make available free of charge through our Internet Web site, www.henryschein.com, under the “Corporate Information—Corporate Governance” caption, our Code of Business Conduct and Ethics. We intend to disclose on our Web site any amendment to, or waiver of, a provision of the Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer or Controller.
ITEM 11. Executive Compensation
     The information required by this item is hereby incorporated by reference to the Section entitled “Compensation Discussion and Analysis”, “Compensation Committee Report” (which information shall be deemed furnished in this Annual Report on Form 10-K), “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive 2007 Proxy Statement to be filed pursuant to Regulation 14A.

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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     We maintain several stock incentive plans for the benefit of certain officers, directors and employees. Certain plans are subject to stockholder approval, while other plans have been authorized solely by the Board of Directors. Descriptions of these plans appear in the notes to our consolidated financial statements. The following table summarizes information relating to these plans as of December 30, 2006:
                         
    Number of            
    Common Shares to be            
    Issued Upon           Number of Common
    Exercise of   Weighted-Average   Shares Available
    Outstanding Options   Exercise Price of   for Future
    and Rights   Outstanding Options   Issuances
 
                       
Plans Approved by Stockholders
    7,427,321     $ 30.61       2,915,964  
Plans Not Approved by Stockholders
    50,000       20.41        
 
                       
Total
    7,477,321     $ 30.54       2,915,964  
 
                       
     The other information required by this item is hereby incorporated by reference to the Section entitled “Security Ownership of Certain Beneficial Owners and Management” in our definitive 2007 Proxy Statement to be filed pursuant to Regulation 14A.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
     The information required by this item is hereby incorporated by reference to the Section entitled “Certain Relationships and Related Transactions” and “Corporate Governance — Board of Directors Meetings and Committees — Independent Directors” in our definitive 2007 Proxy Statement to be filed pursuant to Regulation 14A.
ITEM 14. Principal Accountant Fees and Services
     The information required by this item is hereby incorporated by reference to the Section entitled “Independent Registered Public Accounting Firm Fees and Pre-Approval Policies and Procedures” in our definitive 2007 Proxy Statement to be filed pursuant to Regulation 14A.

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PART IV
ITEM 15. Exhibits and Financial Statement Schedules
  1.   Financial Statements:
Our Consolidated Financial Statements filed as a part of this report are listed on the index on page 48.
  2.   Financial Statement Schedules:
Schedule II
No other schedules are required.
  3.   Exhibits:
The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit List immediately preceding the exhibits.

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York, on February 28, 2007.
         
  Henry Schein, Inc.
 
 
  By:   /s/ STANLEY M. BERGMAN    
    Stanley M. Bergman   
    Chairman and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
Signature   Capacity   Date
 
       
/s/ STANLEY M. BERGMAN
 
Stanley M. Bergman
  Chairman, Chief Executive Officer and Director (principal executive officer)   February 28, 2007
 
       
/s/ STEVEN PALADINO
 
Steven Paladino
  Executive Vice President, Chief Financial Officer and Director (principal financial and accounting officer)   February 28, 2007
 
       
/s/ JAMES P. BRESLAWSKI
 
James P. Breslawski
  Director    February 28, 2007
 
       
/s/ GERALD A. BENJAMIN
 
Gerald A. Benjamin
  Director    February 28, 2007
 
       
/s/ MARK E. MLOTEK
 
Mark E. Mlotek
  Director    February 28, 2007
 
       
/s/ BARRY J. ALPERIN
 
Barry J. Alperin
  Director    February 28, 2007
 
       
/s/ PAUL BRONS
 
Paul Brons
  Director    February 28, 2007
 
       
/s/ MARGARET A. HAMBURG, MD
 
Margaret A. Hamburg, MD
  Director    February 28, 2007
 
       
/s/ DONALD J. KABAT
 
Donald J. Kabat
  Director    February 28, 2007
 
       
/s/ PHILIP A. LASKAWY
 
Philip A. Laskawy
  Director    February 28, 2007
 
       
/s/ NORMAN S. MATTHEWS
 
Norman S. Matthews
  Director    February 28, 2007
 
       
/s/ MARVIN H. SCHEIN
 
Marvin H. Schein
  Director    February 28, 2007
 
       
/s/ LOUIS W. SULLIVAN, MD
 
Louis W. Sullivan, MD
  Director    February 28, 2007

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Henry Schein, Inc.
Melville, New York
The audits referred to in our report dated February 26, 2007 relating to the consolidated financial statements of Henry Schein, Inc., which is contained in Item 8 of the Form 10-K included the audit of the financial statement schedule listed in the accompanying index. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statement schedule based upon our audits.
In our opinion the financial statement schedule presents fairly, in all material respects, the information set forth therein.
/s/ BDO SEIDMAN, LLP
New York, New York
February 26, 2007

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Schedule II
Valuation and Qualifying Accounts
                                         
            Additions            
    Balance at   Charged to   Charged to           Balance at
    beginning of   statement of   other           end of
Description   period   income   accounts (1)   Deductions   period
 
                                       
Year ended December 30, 2006:
                                       
Allowance for doubtful accounts, sales returns and other
  $ 52,308     $ 2,872     $ 3,157     $ (17,801 )(2)   $ 40,536  
 
                                       
Year ended December 31, 2005:
                                       
Allowance for doubtful accounts, sales returns and other
    44,852       6,524       1,683       (751 )     52,308  
 
                                       
Year ended December 25, 2004:
                                       
Allowance for doubtful accounts, sales returns and other
    43,203       3,820       4,383       (6,554 )     44,852  
 
(1)   Relates to allowances arising from business acquisitions.
 
(2)   Relates primarily to divestiture of our Hospital Supply Business and write-off of fully reserved accounts receivable.

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Exhibits
     
3.1
  Amended and Restated Certificate of Incorporation.+
 
   
3.2
  Amendment dated November 13, 1997 to Amended and Restated Certificate of Incorporation.+
 
   
3.3
  Amendment dated June 19, 1998 to Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-3, Reg. No. 333-59793).
 
   
3.4
  Amendment dated May 25, 2005 to Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2005).
 
   
3.5
  Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1, Reg. No. 33-96528).
 
   
3.6
  Amendments to Amended and Restated By-Laws adopted May 22, 1997 (Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, Reg. No. 33-36081).
 
   
4.1
  Rights Agreement dated as of November 30, 1998, between us and Continental Stock Transfer and Trust Co. (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form 8-A, filed December 21, 1998).
 
   
4.2
  Indenture by and between us and The Bank of New York, as trustee, dated as of August 9, 2004, including form of Note (Incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 25, 2004).
 
   
4.3
  Registration Rights Agreement dated as of August 9, 2004 among us, Lehman Brothers, Inc. and J.P. Morgan Securities Inc. as Initial Purchasers (Incorporated by reference to Exhibit 4.3 to our Quarterly Report of Form 10-Q for the fiscal quarter ended September 25, 2004).
 
   
10.1
  Henry Schein, Inc. 1994 Stock Incentive Plan, as amended and restated effective as of April 1, 2004 (Incorporated by reference from our definitive 2004 Proxy Statement on Schedule 14A filed on April 27, 2004).**
 
   
10.2
  Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective March 1, 2005 (Incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the year ended December 31, 2005).**
 
   
10.3
  Henry Schein, Inc. 1996 Non-Employee Director Stock Incentive Plan, as amended effective as of May 25, 2004 (Incorporated by reference from our definitive 2004 Proxy Statement on Schedule 14A filed on April 27, 2004).**
 
   
10.4
  2001 Henry Schein, Inc. Section 162(m) Cash Bonus Plan effective as of June 6, 2001. (Incorporated by reference from our definitive 2001 Proxy Statement on Schedule 14A, filed on April 30, 2001).**
 
   
10.5
  Amendment No. 1 to 2001 Henry Schein, Inc. Section 162(m) Cash Bonus Plan effective as of May 24, 2005. (Incorporated by reference from our definitive 2005 Proxy Statement on Schedule 14A, filed on April 22, 2005).**

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10.6
  Henry Schein, Inc. 2001 Non-Employee Director Stock Option Plan (Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2002).**
 
   
10.7
  Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25, 2004 (Incorporated by reference from our definitive 2004 Proxy Statement on Schedule 14A, filed on April 27, 2004).**
 
   
10.8
  Henry Schein Management Team 2006 Performance Incentive Plan Summary. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended April 1, 2006).**
 
   
10.9
  Consulting Agreement dated September 30, 1994 between us and Marvin H. Schein (Incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1, Reg. No. 33-96528).**
 
   
10.10
  Employment Agreement dated as of January 1, 2003 between us and Stanley M. Bergman (Incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2002).**
 
   
10.11
  Amendment dated December 16, 2005 to Employment Agreement between us and Stanley M. Bergman (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 19, 2005).**
 
   
10.12
  Letter Agreement dated October 10, 2003 between us and Stanley Komaroff (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).**
 
   
10.13
  Form of Amended and Restated Change in Control Agreements dated January 1, 2003 between us and Gerald Benjamin, James Breslawski, Leonard David, Larry Gibson, Mark Mlotek, Steven Paladino, Michael Racioppi and Michael Zack, respectively (Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the fiscal year ended December 28, 2002).**
 
   
10.14
  Lease Agreement dated December 23, 1997, between First Industrial Pennsylvania, L.P. and us (Incorporated by reference to Exhibit 10.103 to our Annual Report on Form 10-K for the fiscal year ended December 26, 1998).
 
   
10.15
  Form of Note Purchase Agreements between us and the Purchasers listed on Schedule A thereto relating to an aggregate of $100,000,000 in principal amount of our 6.7% senior notes due July 15, 2010 (Incorporated by reference to Exhibit 10.111 to our Quarterly Report on Form 10-Q for the quarter ended September 26, 1998).
 
   
10.16
  Form of the Note Purchase Agreements between us and the Purchasers listed on Schedule A thereto relating to an aggregate of $130,000,000 in principal amount of our 6.9% senior notes due June 30, 2009 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 26, 1999).
 
   
10.17
  Distribution Agreement, dated as of December 2, 2004, by and between us and ID Biomedical Corporation. (Incorporated by reference to Exhibit 10.31 to our Annual Report on form 10-K for the year ended December 25, 2004).
 
   
10.18
  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 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2005).

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21.1
  List of our Subsidiaries.+
 
   
23.1
  Consent of BDO Seidman, LLP. +
 
   
31.1
  Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
 
   
31.2
  Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +
 
   
32.1
  Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +
 
+   Filed herewith
 
**   Indicates management contract or compensatory plan or agreement

99

EX-3.1
 

Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HENRY SCHEIN, INC.
     It is hereby certified that:
     1. The present name of the corporation (the “Corporation”) is Henry Schein, Inc. 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.
     2. The amendments and the restatement of the certificate of incorporation herein certified have been duly adopted by the stockholders in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
     3. The certificate of incorporation of the Corporation, as amended and restated herein, shall from and after the time of the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, read in its entirety as follows:
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HENRY SCHEIN, INC.
     It is hereby certified that:
     FIRST: The name of the corporation is HENRY SCHEIN, INC. (the “Corporation”).
     SECOND: The registered office of the Corporation in the State of Delaware is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, State of Delaware. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.
     THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is sixty-one million (61,000,000) shares, consisting of sixty million (60,000,000) shares of Common Stock having a par value of one cent ($0.01) per share (“Common Stock”) and one million (1,000,000) shares of Preferred Stock having a par value of one cent ($.01) per share.

 


 

     Upon this Restated Certificate of Incorporation becoming effective under the General Corporation Law of the State of Delaware, (i) each of the shares of Common Stock outstanding immediately prior to the effectiveness of this Restated Certificate of Incorporation shall be automatically split into ninety-nine (99) shares of Common Stock, with the result that the 133,597.5901 shares of Common Stock outstanding immediately prior to the effectiveness of this Restated Certificate of Incorporation shall be split into a total of 13,226,161.42 shares of Common Stock and (ii) each of the shares of ESOP Common Stock outstanding immediately prior to the effectiveness of this Restated Certificate of Incorporation shall be automatically reclassified as and split into ninety-nine (99) shares of Common Stock, with the result that the 1,295.53 shares of ESOP Common Stock outstanding immediately prior to the effectiveness of this Restated Certificate of Incorporation shall be reclassified as and split into a total of 128,257.47 shares of Common Stock.
     A. Preferred Stock:
          1. The Board of Directors may authorize the issuance from time to time of the Preferred Stock in one or more series with such designations and such powers, preferences and rights, and such qualifications, limitations or restrictions (which may differ with respect to each series) as the Board of Directors may fix by resolution. The consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to Paragraph A of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.
          2. Subject to the provisions of Subparagraph 1 of this Paragraph A, shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine for such consideration as shall be fixed by the Board of Directors.
          3. No dividend shall be declared and set apart for payment on any series of Preferred Stock in respect of any dividend period unless there shall likewise be or have been paid, or declared and set apart for payment, on all shares of Preferred Stock of each other series entitled to cumulative dividends at the time outstanding which rank senior to or equally as to dividends with the series in question, dividends ratably in accordance with the sums which would be payable on the said shares through the end of the last preceding dividend period if all dividends were declared and paid in full.
          4. If, upon the dissolution, liquidation or winding up of the Corporation, the assets of the Corporation distributable among the holders of any one or more series of Preferred Stock which (A) are entitled to a preference over the holders of the Common Stock upon such dissolution, liquidation or winding up, and (B) rank equally in connection with any such distribution, shall be insufficient to pay in full the preferential amount to which the

2


 

holders of such shares shall be entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of the Preferred Stock ratably in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.
          5. Neither the merger or consolidation of the Corporation with or into another corporation nor any sale, lease, conveyance or other disposition of all or substantially all of the property, business or assets of the Corporation shall be deemed to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Article FOURTH.
          6. In the event that the Preferred Stock of any series shall be redeemable, then, at the option of the Board of Directors, the Corporation may, at such time or times as fixed by a resolution or resolutions of the Board of Directors as provided in Subparagraph 1 of this Paragraph A of this Article FOURTH, redeem all, or any number less than all, of the outstanding shares of such series at the redemption price thereof and on the other terms fixed by a resolution or resolutions of the Board of Directors as provided in said Subparagraph 1.
          7. Subject to any applicable provisions of the General Corporation Law of the State of Delaware, shares of Preferred Stock that have been issued and reacquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares that are held as treasury shares but including shares redeemed and shares purchased and retired, whether through the operation of a retirement or sinking fund, or otherwise) may have the status of authorized and unissued shares of Preferred Stock, and may be reissued as a part of the series of which they were originally a part or be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors as provided in Subparagraph 1 of this Paragraph A of this Article FOURTH providing for the issuance of any series of Preferred Stock.
     B. Common Stock:
          1. After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of Paragraph A of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of Paragraph A of this Article FOURTH), and subject further to any other conditions which may be fixed in accordance with the provisions of Paragraph A of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared thereon from time to time by the Board of Directors in its discretion from any assets legally available for the payment of dividends.
          2. After distribution in full of the preferential amount, if any (fixed in accordance with the provisions of Paragraph A of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of dissolution, liquidation or winding-up, of the

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Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.
          3. Each holder of Common Stock shall have one vote in respect of each share of Common Stock held by him or her on all matters voted upon by the stockholders. The affirmative vote of 80% or more of all outstanding stock of the Corporation entitled to vote thereon shall be required for the amendment of this subparagraph 3.
     C. Other Provisions:
     No holder of stock of any class of the Corporation shall be entitled to any preemptive right to subscribe for or purchase any shares of stock of any class or series, whether now or hereafter authorized, or any bonds, debentures or other securities or evidences of indebtedness, whether or not convertible into or exchangeable for stock, but shares of stock of any class, or bonds, debentures or other securities or evidences of indebtedness may be issued, sold or otherwise disposed of by the Board of Directors on such terms and for such consideration, so far as may be permitted by law, and to such person or persons as the Board of Directors in its absolute discretion may deem advisable.
     FIFTH:
     A. The business and affairs of the Corporation shall be managed by its Board of Directors whose members need not be residents of the State of Delaware nor stockholders of the Corporation. The number of directors which shall constitute the entire Board of Directors shall be no less than five and no more than 11 through December 31, 1998; thereafter the number of directors which shall constitute the entire Board of Directors shall be nine.
     B. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
          1. To adopt, amend or repeal any By-Law (provided, however, that (a) any By-law made, amended or repealed by the Board of Directors may be amended or repealed, and that any by-laws may be adopted, by the stockholders of the Corporation and (b) the Board of Directors may not amend or repeal any By-law adopted by the stockholders of the Corporation);
          2. To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation;
          3. To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created; and
          4. By resolution passed by a majority of the whole Board, to designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in such resolution or in the By-Laws of the

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Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the By-Laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
     C. The affirmative vote of the holders of 80% or more of the shares entitled to vote in the election of directors shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article FIFTH.
     SIXTH:
     A. Except as otherwise provided by law, at any annual or special meeting of stockholders only such business shall be conducted as shall have been properly brought before the meeting in accordance with the provisions of this Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation. In order to be properly brought before the meeting, such business must have either been (a) specified in the written notice of the meeting (or any supplement thereto) given to stockholders of record on the record date for such meeting by or at the direction of the Board of Directors, (b) brought before the meeting at the direction of the Board of Directors or the Chairman of the meeting, or (c) specified in a written notice given by or on behalf of a stockholder of record on the record date for such meeting entitled to vote thereat or a duly authorized proxy for such stockholder, in accordance with all of the following requirements. A notice referred to in clause (c) of this Paragraph A must be delivered personally to, or mailed to and received at, the principal executive office of the Corporation, addressed to the attention of the Secretary of the Corporation, in the case of business to be brought before a special meeting of stockholders, not more than ten (10) days after the date of the initial notice referred to in clause (a) of this Paragraph A, and, in the case of business to be brought before an annual meeting of stockholders, not less than ten (10) days prior to the first anniversary date of the initial notice referred to in clause (a) of this Paragraph A of the previous year’s annual meeting; provided, however, that such notice shall not be required to be given more than seventy-five (75) days prior to an annual meeting of stockholders. Such notice referred to in clause (c) of this Paragraph A shall set forth (i) a full description of each such item of business proposed to be brought before the meeting, (ii) the name and address of the person proposing to bring such business before the meeting, (iii) the class and number of shares held of record, held beneficially and represented by proxy by such person as of the record date for the meeting (if such date has then been made publicly available) and as of the date of such notice, (iv) if any item of such business involves a nomination for director(s), all information regarding each such nominee that would be required to be set forth in a definitive proxy statement filed with the Securities and Exchange Commission pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor thereto, and the written consent of each such nominee to serve if elected, and (v) if applicable, all other information that would be required to be filed with the Securities and Exchange Commission if, with respect to the business proposed to be brought before the meeting, the person proposing such business were a participant in a solicitation subject to Section 14 of the Exchange Act, or any successor thereto. No business shall be brought before any annual or special meeting of stockholders of the Corporation otherwise than as provided in this Paragraph A.

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     B. The annual meeting of stockholders of the Corporation for the election of directors and the transaction of such other business as may be properly brought before such meeting in accordance with this Amended and Restated Certificate of Incorporation shall be held at such hour and on such business day in each year as may be determined by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. Special meetings of stockholders may be called at any time only at the direction of the Chairman of the Board of Directors or by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, or by stockholders holding more than 10% of the outstanding shares entitled to vote in the election of directors. Annual and special meetings of stockholders shall not be called or held otherwise than as herein provided. Except as otherwise provided by law or by this Amended and Restated Certificate of Incorporation, at any meeting of stockholders of the Corporation, the presence in person or by proxy of the holders of a majority in voting power of the outstanding stock of the Corporation entitled to vote shall constitute a quorum for the transaction of business brought before the meeting in accordance with this Amended and Restated Certificate of Incorporation and, a quorum being present, the affirmative vote of the holders of a majority of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote shall be required to effect action by stockholders; provided, however, that the affirmative vote of a plurality of the shares voted shall be required to effect elections of directors. Election of directors need not be by written ballot. At every meeting of stockholders, the Chairman of the Board of Directors, or, in the absence of such officer, the President, and in the absence of the Chairman of the Board of Directors and the President, such officer or other person as shall be designated in accordance with the By-laws of the Corporation, shall act as Chairman of the meeting. The Chairman of the meeting shall have sole authority to prescribe the agenda and rules of order for the conduct of each meeting of stockholders and to determine all questions arising thereat relating to the order of business and the conduct of the meeting, except as otherwise required by law.
     SEVENTH: If stockholder approval is required:
     (a) for the adoption of any agreement for the merger of the Corporation with or into any other corporation or for the consolidation of the Corporation with any other corporation, or
     (b) to authorize any sale, lease, transfer or exchange of all or substantially all of the assets of the Corporation to any other person (as hereinafter defined), then the affirmative vote of 60% or more of the outstanding stock of the Corporation entitled to vote thereon shall be required to approve such action.
     For the purpose of this Article SEVENTH, the term “person” shall mean any corporation, partnership, association, trust, estate, firm, individual, or other entity.
     The affirmative vote of 60% or more of all outstanding stock of the Corporation entitled to vote thereon shall be required for the amendment of all or any part of this Article SEVENTH.

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     EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
     NINTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director, provided that this Article NINTH shall not eliminate or limit the liability of a director (a) for any breach of such director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions of such director not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which such director derived an improper personal benefit, in respect of which such breach of fiduciary duty occurred; nor shall this Article NINTH eliminate or limit the liability of a director for any act or omission occurring prior to the date this Article NINTH becomes effective. If the General Corporation Law of the State of Delaware is amended after approval by the stockholders of this Article NINTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time.
     TENTH:
     A. Each person who was or is a party or is threatened to be made a party to or is involved in any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, (1) is or was a director or officer of the Corporation or (2) is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expense,

7


 

liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Paragraph B hereof the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article TENTH shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his capacity as such (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service with respect to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article TENTH or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.
     B. If a claim under Paragraph A of this Article TENTH is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
     C. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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     D. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
     ELEVENTH: The Corporation reserves the right to amend, modify or repeal any provisions contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, subject to the express provisions hereof and all rights and powers conferred herein on stockholders, directors, officers or others are granted subject to this reservation.
     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed and attested to on this 2nd day of November, 1995.
         
     
  /s/ Stanley M. Bergman    
  Stanley M. Bergman, President   
 
         
Attest:
 
   
/s/ Mark E. Mlotek      
Mark E. Mlotek, Secretary     
 

9

EX-3.2
 

Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HENRY SCHEIN, INC.
(Under Section 242 of the General Corporation
Law of the State of Delaware)
     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 Certificate of Incorporation of the Corporation is hereby amended by striking out Article FIFTH thereof and by substituting in lieu of said Article the following new Article:
     “FIFTH:
          A. The number of directors which shall constitute the entire Board of Directors shall be as fixed from time to time by resolution of the Board of Directors, but shall not be fewer than five nor more than nineteen.

 


 

          B. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
               (1) To adopt, amend or repeal any By-Law (provided, however, that (a) any By-Law made, amended or repealed by the Board of Directors may be amended or repealed, and that any By-Laws may be adopted, by the stockholders of the Corporation and (b) the Board of Directors may not amend or repeal any By-Law adopted by the stockholders of the Corporation from and after the 1997 Annual Meeting of Stockholders of the Corporation).
               (2) To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation;
               (3) To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created; and
               (4) By resolution passed by a majority of the whole Board, to designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in such resolution or in the By-Laws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the By-Laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
          C. The affirmative vote of the holders of 66-2/3% or more of the shares entitled to vote in the election of directors shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article FIFTH.”

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     IN WITNESS WHEREOF, Henry Schein, Inc. has caused this Certificate to be signed this 12th day of November, 1997.
         
  HENRY SCHEIN, INC.
 
 
  By:   /s/ Stanley M. Bergman    
    Stanley M. Bergman   
    Chairman of the Board   
 
         
ATTEST:
 
   
/s/ Mark E. Mlotek      
Mark E. Mlotek     
Secretary     
 

3

E-21.1
 

Exhibit 21.1
List of Subsidiaries
     
Subsidiary   Jurisdiction of incorporation or organization
Dentrix Dental Systems, Inc.
  Utah
Henry Schein Europe, Inc.
  Delaware
Henry Schein Financial Services, Inc.
  Delaware
Henry Schein Holding GmbH1
  Germany
 
1   Henry Schein Holding GmbH is the parent company of 46 consolidated wholly-owned subsidiaries, all of which operate in the dental distribution field outside the United States.

 

EX-23.1
 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Henry Schein, Inc.

     Melville, New York
     We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-111914, 333-91778, 333-35144, 333-39893, 333-33193 and 333-05453) of Henry Schein, Inc. of our report dated February 26, 2007, relating to the consolidated financial statements, and our reports dated February 26, 2007 relating to the financial statement schedule and the effectiveness of internal control over financial reporting, which appear in this Form 10-K.

BDO SEIDMAN, LLP
New York, New York
February 28, 2007

EX-31.1
 

Exhibit 31.1
CERTIFICATION
I, Stanley M. Bergman, certify that:
1. I have reviewed this annual report on Form 10-K of Henry Schein, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 


 

         
Dated: February 28, 2007  /s/ Stanley M. Bergman    
  Stanley M. Bergman   
  Chairman and Chief Executive Officer   

 

EX-31.2
 

         
Exhibit 31.2
CERTIFICATION
I, Steven Paladino, certify that:
1. I have reviewed this annual report on Form 10-K of Henry Schein, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 


 

         
Dated: February 28, 2007  /s/ Steven Paladino    
  Steven Paladino   
  Executive Vice President and Chief Financial Officer   

 

EX-32.1
 

         
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Henry Schein, Inc. (the “Company”) for the period ended December 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stanley M. Bergman, the Chairman and Chief Executive Officer of the Company, and I, Steven Paladino, Executive Vice President and Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
Dated: February 28, 2007  /s/ Stanley M. Bergman    
  Stanley M. Bergman   
  Chairman and Chief Executive Officer   
 
     
Dated: February 28, 2007  /s/ Steven Paladino    
  Steven Paladino   
  Executive Vice President and Chief Financial Officer   
 
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.