Our accompanying consolidated statements of income reflect pre-tax share-based compensation expense of $35.5 million ($24.6 million after-tax), $37.3 million ($25.7 million after-tax) and $36.9 million ($25.2 million after-tax) for the years ended December 28, 2013, December 29, 2012 and December 31, 2011.

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. In the accompanying consolidated statements of cash flows, we presented $8.1 million, $17.8 million and $8.8 million of benefits associated with tax deductions in excess of recognized compensation as a cash inflow from financing activities for the years ended December 28, 2013, December 29, 2012 and December 31, 2011.

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 (net of estimated forfeitures) as compensation expense on a straight-line basis 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 2013 Stock Incentive Plan, as amended, and our 1996 Non-Employee Director Stock Incentive Plan, as amended (together, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Prior to March 2009, awards under the Plans principally included a combination of at-the-money stock options and restricted stock (including restricted stock units). Since March 2009, equity-based awards have been granted solely in the form of restricted stock and restricted stock units, with the exception of stock options for certain pre-existing contractual obligations. As of December 28, 2013, there were 31,229 shares authorized and 6,583 shares available to be granted under the 2013 Stock Incentive Plan and 800 shares authorized and 93 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. These awards, which generally vest 25% per year based on the recipient's continued service subject to the terms and conditions of the Plans, 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 stock options until the third anniversary of the date of grant of such options. We estimated 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 solely based on the recipient's continued service over time (primarily four-year cliff vesting) and restricted stock that vests based on our achieving specified performance measurements and the recipient's continued service over time (primarily 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 performance as measured against specified targets over a three-year period as determined by the Compensation Committee of the Board of Directors. Although there is no guarantee that performance targets will be achieved, we estimate the fair value of performance-based restricted stock based on our closing stock price at time of grant.

The Plans provide for adjustments to the performance-based restricted stock targets for significant events such as acquisitions, divestitures, new business ventures and share repurchases. Over the performance period, the number of shares of common stock that will ultimately vest and be issued and the related compensation expense 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 an expense will be based on our actual performance metrics as defined under the Plans.

Restricted stock units are awards that we grant to certain employees that entitle the recipient to shares of common stock upon vesting. We grant restricted stock units with the same time-based and performance-based vesting that we use for restricted stock. The fair value of restricted stock units is determined on the date of grant, based on our closing stock price.

We record deferred income tax assets for awards that will result in future 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 income 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 income tax asset) or in earnings (if the deferred income tax asset exceeds the tax deduction and no additional paid-in capital exists from previous awards).

Stock-based compensation grants for the three years ended December 28, 2013 primarily consisted of restricted stock and restricted stock unit grants. Certain stock-based compensation granted may require us to settle in the form of a cash payment. During the year ended December 28, 2013, we recorded a liability of $0.5 million relating to the grant date fair value of stock-based compensation to be settled in cash, as well as an expense of $0.6 million relating to the change in the fair value of these grants. The weighted-average grant date fair value of stock-based awards granted before forfeitures was $89.97, $73.42 and $68.25 per share during the years ended December 28, 2013, December 29, 2012 and December 31, 2011.

Total unrecognized compensation cost related to non-vested awards as of December 28, 2013 was $69.8 million, which is expected to be recognized over a weighted-average period of approximately 2.0 years.

	Years Ended
	December 28,			December 29,			December 31,
	2013			2012			2011

		Weighted			Weighted			Weighted
		Average			Average			Average
		Exercise			Exercise			Exercise
	Shares	Price		Shares	Price		Shares	Price
Outstanding at beginning of year	2,138	$	48.61	4,059	$	44.53	5,012	$	43.05
Granted	-		-	-		-	10		69.45
Exercised	(815)		43.86	(1,890)		40.06	(942)		36.84
Forfeited	-		-	(31)		36.02	(21)		48.35
Outstanding at end of year	1,323	$	51.53	2,138	$	48.61	4,059	$	44.53

Options exercisable at end of year	1,323	$	51.53	2,137	$	48.62	3,778	$	43.47

The following weighted-average assumptions were used in determining the fair values of stock options using the Black-Scholes valuation model:

	2011
Expected dividend yield	0	%
Expected stock price volatility	20	%
Risk-free interest rate	2.13	%
Expected life of options (years)	4.75

During the years ended December 28, 2013 and December 29, 2012, we did not grant any stock options.

We have not declared cash or stock dividends on our stock in the past and we do not anticipate declaring cash or stock dividends in the foreseeable future. The expected stock price volatility was based on the evaluation of implied volatilities from traded call options on our stock and from call options embedded in our convertible debt, historical volatility of our stock and other factors. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant in conjunction with considering the expected life of options. The expected life of options represented the approximate period of time that granted options were expected to be outstanding and was based on historical data, including, among other things, 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.

	As of
	December 28,		December 29,		December 31,
	2013		2012		2011
Stock options outstanding	$	83,252	$	67,044	$	80,821
Stock options exercisable		83,252		66,964		79,202

The total cash received as a result of stock option exercises for the years ended December 28, 2013, December 29, 2012 and December 31, 2011 was approximately $35.6 million, $72.5 million and $34.5 million. In connection with these exercises, the tax benefits that we realized for the years ended December 28, 2013, December 29, 2012 and December 31, 2011 were $18.4 million, $31.6 million and $7.2 million. We settle employee stock option exercises with newly issued common shares.

The total intrinsic value per share of restricted stock (including restricted stock units) that vested was $98.99, $75.98 and $66.78 during the years ended December 28, 2013, December 29, 2012 and December 31, 2011. The following table summarizes the status of our non-vested restricted shares/units for the year ended December 28, 2013:


	Time-Based Restricted Stock/Units
		Weighted Average
		Grant Date Fair		Intrinsic Value
	Shares/Units	Value Per Share		Per Share
Outstanding at beginning of period	1,018	$	56.87
Granted	217		90.23
Vested	(280)		35.59
Forfeited	(29)		70.06
Outstanding at end of period	926	$	70.70	$	114.43

	Performance-Based Restricted Stock/Units
		Weighted Average
		Grant Date Fair		Intrinsic Value
	Shares/Units	Value Per Share		Per Share
Outstanding at beginning of period	1,315	$	53.27
Granted	149		83.34
Vested	(363)		56.55
Forfeited	(23)		74.78
Outstanding at end of period	1,078	$	59.85	$	114.43

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 consist of cash and were allocated entirely to the participants' investment elections on file, subject to a 20% allocation limit to the Henry Schein Stock Fund. Forfeitures attributable to participants whose employment terminates prior to becoming fully vested are used to reduce our matching contributions and offset administrative expenses of the 401(k) plans.

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 and administrative expenses related to these plans charged to operations during the years ended December 28, 2013, December 29, 2012 and December 31, 2011 amounted to $25.3 million, $23.8 million and $23.0 million.

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 in which such employees are not eligible to make pre-tax contributions to the 401(k) plan. The amounts charged to operations during the years ended December 28, 2013, December 29, 2012 and December 31, 2011 amounted to $4.1 million, $2.1 million and $0.7 million.

During 2011, we began to offer a deferred compensation plan to a select group of management or highly compensated employees of the Company and certain associated companies. This plan allows for the elective deferral of base salary, bonus and/or commission compensation by eligible employees. The amounts charged to operations during the years ended December 28, 2013, December 29, 2012 and December 31, 2011 were approximately $1.1 million, $0.3 million and $0, respectively.