8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2007 (January 29, 2007)

Owens & Minor, Inc.

(Exact name of registrant as specified in its charter)

Virginia	1-9810	54-1701843
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

9120 Lockwood Blvd., Mechanicsville, Virginia	23116
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (804) 723-7000

Not applicable

(former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On January 29, 2007, Owens & Minor, Inc. (the “Company”) entered into an amendment to its existing credit facility to increase its borrowing capacity from $250 million to $350 million. The complete text of the Second Amendment to Amended and Restated Credit Agreement dated as of January 29, 2007, entered into among the Company, Owens & Minor Medical, Inc., Owens & Minor Distribution, Inc., certain subsidiaries of the Company, the banks identified on the signature pages thereto and Bank of America, N.A. (as administrative agent), is attached as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

On January 31, 2007, the Company issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2006. The Registrant is furnishing the press release attached hereto as Exhibit 99.1 pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

4.1 Form of Second Amendment to Amended and Restated Credit Agreement, dated as of January 29, 2007, among Owens & Minor Medical, Inc., Owens & Minor Distribution, Inc., the Company, certain subsidiaries of the Company, the banks identified on the signature pages hereto and Bank of America, N.A. (as administrative agent).

99.1 Press Release issued by the Company on January 31, 2007 (furnished pursuant to Item 2.02).

SIGNATURE

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

	OWENS & MINOR, INC.
Date: January 31, 2007	By:	/s/ Grace R. den Hartog
	Name:	Grace R. den Hartog
	Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
4.1	Form of Second Amendment to Amended and Restated Credit Agreement, dated as of January 29, 2007, among Owens & Minor Medical, Inc., Owens & Minor Distribution, Inc., the Company, certain subsidiaries of the Company, the banks identified on the signature pages hereto and Bank of America, N.A. (as administrative agent).
99.1	Press Release issued by the Company on January 31, 2007 (furnished pursuant to Item 2.02).

EX-4.1

Exhibit 4.1

EXECUTION COPY

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 29, 2007, is entered into among Owens & Minor Medical, Inc. and Owens & Minor Distribution, Inc. (the “Borrowers”), Owens & Minor, Inc. (the “Parent”), certain subsidiaries of the Parent party hereto (together with the Parent, the “Guarantors”), the banks identified on the signature pages hereto (the “Banks”) and Bank of America, N.A., as Administrative Agent. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

WITNESSETH

WHEREAS, the Borrowers, the Parent, the other Guarantors, the Banks party thereto, and the Administrative Agent entered into that certain Amended and Restated Credit Agreement dated as of May 4, 2004 (the “Existing Credit Agreement”);

WHEREAS, the Borrowers have requested, and the Banks have agreed, to increase the Aggregate Revolving Committed Amount by $100,000,000 and amend the Existing Credit Agreement as provided herein; and

WHEREAS, simultaneously with the occurrence of the Second Amendment Effective Date, each Bank shall be deemed to have assigned to Bank of America, N.A. its respective Revolving Commitment and Revolving Obligations under the Existing Credit Agreement, and immediately thereafter, the Revolving Commitments and outstanding Revolving Obligations shall be deemed to have been reallocated by Bank of America, N.A. to the Banks as shall be necessary in order to give effect to the reallocations of the Revolving Commitments and Revolving Obligations effected by the amendment to Schedule 2.1 to the Existing Credit Agreement pursuant to Subpart 2.4 hereof.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1

DEFINITIONS

SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

“Second Amendment Effective Date” is defined in Subpart 3.1.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

PART 2

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.

SUBPART 2.1 The definition of “Consolidated EBITDA” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“Consolidated EBITDA” means, for any period, in each case for the members of the Consolidated Group on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense, (ii) taxes, (iii) depreciation and amortization, and (iv) other non-recurring expenses and charges which do not represent a cash item in such period or any future period, plus (b) to the extent deducted in calculating Consolidated Net Income, expenses related to the transactions contemplated in connection with the refinancing of the Senior Subordinated Notes (including, without limitation, any charges resulting from the acceleration of deferred financing expenses and/or prepayment premiums relating to the Indebtedness being refinanced plus (c) to the extent deducted in calculating Consolidated Net Income, expenses in connection with the issuance of stock options as compensation to employees and/or management of any member of the Consolidated Group plus (d) to the extent deducted in calculating Consolidated Net Income, integration-related expenses directly related to the MCK Acquisition in an amount not to exceed $20,000,000 in the aggregate for the fiscal quarters ending during the period beginning October 1, 2006 through and including September 30, 2007 minus (e) to the extent included in calculating Consolidated Net Income, all non-recurring, non-cash items increasing net income for such period.

SUBPART 2.2 The definition of “MCK Acquisition” is hereby added to Section 1.1 of the Existing Credit Agreement in its appropriate alphabetical order:

“MCK Acquisition” means that certain acquisition of the acute care business of McKesson Medical-Surgical, Inc. on or about September 30, 2006, and all transactions related thereto.

SUBPART 2.3 Amendment to Section 2.1(a). Subsection (a) of Section 2.1 of the Existing Credit Agreement is hereby amended in its entirety to read:

(a) Revolving Commitments. During the Commitment Period, subject to the terms and conditions hereof, each Bank severally agrees to make revolving credit loans (the “Revolving Loans”) in Dollars to the Borrowers for the purposes hereinafter set forth; provided, however, that (i) with regard to the Banks collectively, the aggregate principal amount of Revolving Obligations outstanding shall not at any time exceed THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) (as such aggregate maximum amount may be reduced from time to time as hereinafter provided, the “Aggregate Revolving Committed Amount”) and (ii) with regard to each Bank individually, each Bank’s Revolving Commitment Percentage of Revolving Obligations outstanding shall not at any time exceed such Bank’s Revolving Committed Amount. Revolving Loans may consist of Base Rate Loans or Eurodollar Loans (or a combination thereof), as the Borrower Representative may request, and may be repaid and reborrowed in accordance with the provisions hereof.

SUBPART 2.4 Replacement of Schedule 2.1. Schedule 2.1 of the Existing Credit Agreement is hereby deleted in its entirety and a new schedule in the form of Schedule 2.1 attached hereto is substituted therefor.

SUBPART 2.5 Amendment to Section 7.10(b). Subsection (b) of Section 7.10 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(b) Consolidated Total Leverage Ratio.

(i) As of the end of the fiscal quarters of the Parent ending during the period beginning October 1, 2006 through and including September 30, 2007, the Consolidated Total Leverage Ratio shall not be greater than 3.50:1.0.

(ii) As of the end of each fiscal quarter of the Parent ending after September 30, 2007, the Consolidated Total Leverage Ratio shall not be greater than 3.25:1.0.

SUBPART 2.6 Designation of Agents.

(a) Banc of America Securities LLC is hereby designated as sole lead arranger and sole book manager under the Existing Credit Agreement.

(b) Wachovia Bank, National Association and SunTrust Bank are hereby designated as Co-Syndication Agents under the Existing Credit Agreement.

(c) Citibank, N.A. and Lehman Commercial Paper Inc. are hereby designated as Co-Documentation Agents under the Existing Credit Agreement.

PART 3

CONDITIONS TO EFFECTIVENESS

SUBPART 3.1 Second Amendment Effective Date. Subparts 2.1, 2.2, 2.5 and 2.6 of this Amendment shall be and become retroactively effective as of December 30, 2006 and Subparts 2.3 and 2.4 of this Amendment shall be and become effective as of the date hereof (the “Second Amendment Effective Date”) in each case when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Second Amendment”.

SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrowers, the Parent, the other Guarantors, the Required Banks and the Administrative Agent.

SUBPART 3.3 Corporate Documents. The Administrative Agent shall have received each of the following:

(i) Resolutions. Copies of resolutions of the board of directors (or an authorized executive or pricing committee, if applicable) of the Borrowers, the Parent and the other Guarantors approving and adopting this Amendment and the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of each such Person to be true and correct and in force and effect as of the Second Amendment Effective Date.

(ii) Good Standing. Copies of certificates of good standing, existence or its equivalent with respect to the Borrowers, the Parent and the other Guarantors certified as of a recent date by the appropriate governmental authorities of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expect to have a Material Adverse Effect.

(iii) Incumbency. An incumbency certificate of each of the Borrowers, the Parent and the other Guarantors certified by a secretary or assistant secretary to be true and correct as of the Closing Date.

SUBPART 3.4 Opinions of Counsel. The Administrative Agent shall have received, in each case dated as of the Second Amendment Effective Date:

(i) a legal opinion of in-house counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent; and

(ii) a legal opinion of outside counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.

SUBPART 3.5 Officer’s Certificates. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrowers’ Representative as of the Second Amendment Effective Date, in form and substance

satisfactory to the Administrative Agent, stating that (i) no Default or Event of Default exists and (ii) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects.

SUBPART 3.6 Fees and Expenses. The Administrative Agent and each Bank signatory hereto shall have received from the Borrowers (i) the aggregate amount of fees and expenses payable in connection with the consummation of the transactions contemplated hereby and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including without limitation, Moore & Van Allen PLLC, special counsel to the Administrative Agent, shall have received from the Borrowers its reasonable fees and expenses incurred in connection with the preparation, execution and delivery of this Amendment).

PART 4

ASSIGNMENTS AND ASSUMPTIONS AND

BANK JOINDER

Simultaneously with the occurrence of the Second Amendment Effective Date, each Bank shall be deemed to have assigned to Bank of America, N.A. its respective Revolving Commitment and Revolving Obligations under the Existing Credit Agreement, and immediately thereafter, the Revolving Commitments and outstanding Revolving Obligations shall be deemed to be reallocated by Bank of America, N.A. to the Banks as shall be necessary in order to give effect to the reallocations of the Revolving Commitments and Revolving Obligations effected by the amendment to Schedule 2.1 to the Existing Credit Agreement pursuant to Subpart 2.4 hereof.

PART 5

MISCELLANEOUS

SUBPART 5.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Required Banks that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Credit Agreement and (b) the representations and warranties set forth in Section 6 of the Existing Credit Agreement are, subject to the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date, in which case, they are true and correct in all material respects as of such earlier date).

SUBPART 5.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 5.3 Instrument Pursuant to Existing Credit Agreement. This Amendment is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 5.4 References in Other Credit Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

SUBPART 5.5 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of the Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

SUBPART 5.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA.

SUBPART 5.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 5.8 General. Except as amended hereby, the Existing Credit Agreement and all other credit documents shall continue in full force and effect.

[Remainder of Page Intentionally Left Blank]

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Credit Agreement as of the date first above written.

BORROWERS:	OWENS & MINOR MEDICAL, INC.,
	a Virginia corporation
	By:
	Name:
	Title:
	OWENS & MINOR DISTRIBUTION, INC.,
	a Virginia corporation
	By:
	Name:
	Title:

GUARANTORS:	OWENS & MINOR, INC.,
	a Virginia corporation
	By:
	Name:
	Title:
	OWENS & MINOR HEALTHCARE SUPPLY, INC.,
	a Virginia corporation
	By:
	Name:
	Title:
	ACCESS DIABETIC SUPPLY, LLC,
	a Florida limited liability company
	By:
	Name:
	Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	in its capacity as Administrative Agent
	By:
	Name:
	Title:
BANKS:	BANK OF AMERICA, N.A.,
	as a Bank
	By:
	Name:
	Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

SUNTRUST BANK,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

KEYBANK NATIONAL ASSOCIATION,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

LEHMAN COMMERCIAL PAPER INC.,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

UNION BANK OF CALIFORNIA, N.A.,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

COMERICA BANK,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

U.S. BANK, NATIONAL ASSOCIATION,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

THE BANK OF NEW YORK,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

FIFTH THIRD BANK,

as a Bank

By:

Name:

Title:

OWENS & MINOR MEDICAL, INC. and OWENS & MINOR DISTRIBUTION, INC.

SECOND AMENDMENT

CITIBANK N.A.,

as a Bank

By:

Name:

Title:

Schedule 2.1

Commitments

Bank	Revolving Committed Amount		Revolving Commitment Percentage
Bank of America, N.A.	$	45,000,000	12.857142857	%
Citibank N.A.	$	44,000,000	12.571428571	%
Lehman Commercial Paper Inc.	$	44,000,000	12.571428571	%
SunTrust Bank	$	44,000,000	12.571428571	%
Wachovia Bank, National Association	$	44,000,000	12.571428571	%
Comerica Bank	$	24,000,000	6.857142857	%
KeyBank National Association	$	24,000,000	6.857142857	%
Union Bank of California, N.A.	$	24,000,000	6.857142857	%
US Bank, National Association	$	24,000,000	6.857142857	%
The Bank of New York	$	19,000,000	5.428571429	%
Fifth Third Bank	$	14,000,000	4.000000000	%
Total	$	350,000,000	100.000000000	%

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

January 31, 2007

Owens & Minor Reports Outstanding Revenue Growth for

4^th Quarter 2006, along with Rapid Progress in Converting

Recently Acquired Acute-Care Business

The company’s 2007 guidance reflects positive impact of acquisition of McKesson acute-care business

Richmond, VA….Owens & Minor (NYSE-OMI) reported revenue of $1.65 billion for the fourth quarter ended December 31, 2006, up 35.9% from $1.22 billion in the same period last year. Revenue growth in the fourth quarter included the contribution of approximately $282 million in revenue from a recent acquisition. Excluding the contribution from the acquired business, revenue grew at a very strong 12.7%.

Earnings per diluted common share (EPS) for the fourth quarter were $0.18, while net income was $7.3 million. Earnings include the following previously announced items:

• Pre-tax dilution of approximately $15 million, or $0.22 per diluted share, from the transition of the recently acquired McKesson acute-care business

• A fourth quarter, pre-tax $4.7 million charge resulting from increasing the allowance for doubtful accounts receivable for the direct-to-consumer business, as well as $0.5 million in other adjustments, for a total of $0.08 per diluted share.

“After a very busy year at Owens & Minor, we are looking forward to rapid integration of the acquired McKesson business, as well as opportunities for growing these new customer relationships in 2007,” said Craig R. Smith, president & chief executive officer of Owens & Minor. “We renewed our contracts with Novation and Broadlane and completed the customer signups in 2006, putting us in a strong position for the future. We owe our successes this past year to the contributions and dedication of our teammates and the willingness of our customers and supplier partners to work with us to optimize the efficiency of the supply chain.”

Other Fourth Quarter Results

For the quarter, gross margin was 10.6% of revenue, compared to 10.8% in the same period last year. The company attributed the slight decline in gross margin to the transition of a large volume of new and converted customer accounts. Selling, general and administrative expenses (SG&A) for the quarter, which reflected the fourth quarter charge in the direct-to-consumer business and additional costs associated with transitioning the McKesson acquisition, were 9.1% of revenue, compared to 7.8% in the same period last year.

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2006 Full Year Results

For the full year 2006, Owens & Minor reported revenue of $5.5 billion, up 14.8% compared to revenue of $4.8 billion in 2005. Reported revenue included approximately $282 million from the recent acquisition, as discussed above. Excluding revenue from the acquisition, revenue growth was 8.9% for the year. Diluted EPS for the year was $1.20, compared to EPS of $1.61 for 2005. Net income for 2006 was $48.8 million, compared to net income of $64.4 million last year.

Earnings for 2006 were negatively affected by the following:

• Pre-tax dilution of approximately $16 million, or $0.24 per share, from the transition of recently acquired business

• A second quarter pre-tax charge of $11.4 million, or $0.17 per diluted share, resulting from the company’s successful refinancing of $200 million in bonds

• Pre-tax charges and other adjustments of $9.8 million, or $0.15 per diluted share, resulting primarily from increasing the allowance for doubtful accounts receivable for the direct-to-consumer business

Other 2006 Results

Gross margin for the year was 10.8% of revenue, improved from 10.7% in 2005. SG&A for the full year was 8.5% of revenue, compared to 7.9% last year. This increase in SG&A was driven primarily by increases in the allowance for doubtful accounts receivable for the direct-to-consumer business and the costs associated with the transition of the acute-care business, discussed above. As a result, operating earnings for 2006 were 1.9% of revenue, down from 2.4% in 2005.

Asset Management

Days sales outstanding (DSO), as of December 31, 2006, were 30.5 days, compared to 26.3 days at December 31, 2005, while inventory turns were 9.2 for the fourth quarter of 2006, compared to turns of 10.0 for the fourth quarter of 2005. The increase in DSO is largely attributable to the addition of the McKesson customer portfolio. Inventory levels at the end of the year included a temporary build-up in inventory levels in order to facilitate the smooth conversion of customers from McKesson to Owens & Minor.

In addition to the increases in working capital related to the McKesson transition, Owens & Minor used cash in 2006 to fund strong organic revenue growth, resulting in negative operating cash flow of $73.6 million for the year. Uses of cash included increased inventory levels and higher receivables.

2007 Outlook

For 2007, the company anticipates that it will report revenue growth in the 15% to 20% range and diluted EPS in a range of $1.85 to $1.95, including the impact of the acquired McKesson business. Due to the timing of the McKesson acquisition, revenue growth will be stronger in the first three quarters of 2007, while earnings growth will accelerate in the second half of the year. The dilutive effect of the McKesson transition in the first quarter of 2007 is expected to be between $9 million and $12 million.

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“We expect to complete the conversion of the McKesson business in the first quarter and complete any needed cleanup in the second quarter, and then we see a solid opportunity for 2007,” said Smith. “We intend to serve these new customers just as we serve our existing customers, with advanced supply chain management techniques and the best distribution services available in the marketplace. Consequently, we expect to see steadily improving productivity metrics from the acquired business, as we move through the year.”

Acquisition Transition Update

Effective September 30, 2006, Owens & Minor acquired certain assets of the acute-care distribution business of McKesson Medical-Surgical for approximately $168 million, including approximately $122 million in net inventory. Owens & Minor anticipates that the acquisition will add in excess of $900 million in annual revenues to Owens & Minor.

Owens & Minor and McKesson are now at the mid-point of a comprehensive, six-month coordinated plan to transition the acute-care customers, facilities and inventory to Owens & Minor. Transition activities include complex tasks such as developing inventory demand forecasts, cross-referencing product data files, converting customers and their contracts to Owens & Minor systems, expanding selected facilities, conducting training for teammates, moving inventory to Owens & Minor facilities, and upgrading mainframe computer capacity. To date, more than 50% of the customer base has been converted and three of the acquired distribution facilities have been closed. The conversion effort has progressed smoothly and remains on schedule to be completed in March 2007, as originally planned.

2006 Highlights

Strategic Acquisitions in 2006

• Owens & Minor completed the acquisition of the acute-care distribution business of McKesson Medical-Surgical Inc.

• The company completed five small asset acquisitions in 2006, adding to its direct-to-consumer business customer base

Significant Agreements

• Owens & Minor and Broadlane signed new five-year agreement, effective Feb. 1, 2007

• Owens & Minor and Novation signed new five-year agreement, effective Sept. 1, 2006

• Owens & Minor extended IT outsourcing contract with Perot Systems to 2014

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Other Highlights

• Owens & Minor completed an offering of $200 million of 6.35% Senior Notes (due 2016), successfully lowering the interest rate from 8.5% and extending the term

• Owens & Minor received an investment grade rating of “BBB-” from Fitch Ratings for the bond offering and was also assigned an investment grade of “BBB-” from Standard & Poor’s, consistent with its existing corporate credit rating

• Owens & Minor ranked #1 in DSO performance among medical suppliers (at 26.7 days for 2005, compared to the sector median of 56.0 days); The 2006 CFO Magazine Working Capital Survey, which ranked 1,000 publicly traded companies on working capital performance, was published in September 2006

Investors Conference Call Information & Supplemental Material

Conference Call: Owens & Minor will conduct a conference call for investors on Thursday, February 1, 2007 at 8:30 a.m. eastern time. Participants may access the call at 800-901-5241 with passcode “Owens & Minor.” A replay of the conference call will be available for five days at 888-286-8010 with passcode #29735579. Webcast: An audio-only version of the conference call will be available as a Webcast on www.owens-minor.com under the Investor Relations section. Supporting material for 2006 results will also be provided on the Website.

Owens & Minor, Inc., (NYSE: OMI) a FORTUNE 500 company headquartered in Richmond, Virginia, is the leading distributor of national name-brand medical and surgical supplies and a healthcare supply chain management company. With a diverse product and service offering and distribution centers throughout the United States, the company serves hospitals, integrated healthcare systems, alternate care locations, group purchasing organizations, the federal government and consumers. Owens & Minor provides technology and consulting programs that enable healthcare providers to maximize efficiency and cost-effectiveness in materials purchasing, improve inventory management and streamline logistics across the entire medical supply chain—from origin of product to patient bedside. The company also has established itself as a leader in the development and use of technology. For news releases, or for more information about Owens & Minor, visit the company Web site at www.owens-minor.com.

Safe Harbor Statement

Except for the historical information contained herein, the matters discussed in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These include the ability to assimilate the operations of an acquired business into the company, the potential loss of key personnel, intense competitive pressures, such as pricing, within the healthcare industry, the success of direct marketing programs in attracting new customers, the ability to retain existing customers, changes in customer order patterns, changes in healthcare laws and regulations, changes in government, including Medicare, reimbursement guidelines and private insurer reimbursement amounts, the ability to maintain product suppliers, product price increases by suppliers and other factors discussed from time to time in the reports filed by the company with the Securities and Exchange Commission. The company assumes no obligation to update information contained in this release.

Contact: Jeff Kaczka, Senior Vice President & CFO, 804-723-7500; Richard F. Bozard, Vice President, Treasurer, 804-723-7502; Chuck Graves, Director, Finance, 804-723-7556; or Trudi Allcott, Director, Investor Communications & Media Relations, 804-723-7555.

# # # #

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Page Five

Owens & Minor, Inc.

Consolidated Statements of Income (unaudited)

(in thousands, except ratios and per share data)

	Three Months Ended December 31,
	2006			% of revenue		2005			% of revenue		% Fav(Unfav)
Revenue	$	1,652,243		100.0	%	$	1,215,949		100.0	%	35.9	%
Cost of revenue		1,477,346		89.4			1,085,168		89.2		(36.1	)
Gross margin		174,897		10.6			130,781		10.8		33.7
Selling, general and administrative expenses		151,024		9.1			95,086		7.8		(58.8	)
Depreciation and amortization		9,349		0.6			5,428		0.4		(72.2	)
Other operating income and expense, net		(1,038	)	(0.1	)		1,962		0.2		(152.9	)
Operating earnings		15,562		0.9			28,305		2.3		(45.0	)
Interest expense, net		5,437		0.3			2,661		0.2		(104.3	)
Income before income taxes		10,125		0.6			25,644		2.1		(60.5	)
Income tax provision		2,819		0.2			9,906		0.8		71.5
Net income	$	7,306		0.4	%	$	15,738		1.3	%	(53.6	)%
Net income per common share - basic	$	0.18				$	0.40
Net income per common share - diluted	$	0.18				$	0.39
Weighted average shares - basic		39,937					39,654
Weighted average shares - diluted		40,436					40,117
	Year Ended December 31,
	2006			% of revenue		2005			% of revenue		% Fav(Unfav)
Revenue	$	5,533,736		100.0	%	$	4,822,414		100.0	%	14.8	%
Cost of revenue		4,936,940		89.2			4,306,302		89.3		(14.6	)
Gross margin		596,796		10.8			516,112		10.7		15.6
Selling, general and administrative expenses		468,789		8.5			380,506		7.9		(23.2	)
Depreciation and amortization		28,933		0.5			19,252		0.4		(50.3	)
Other operating income and expense, net		(3,690	)	(0.1	)		(1,078	)	(0.0	)	242.3
Operating earnings		102,764		1.9			117,432		2.4		(12.5	)
Interest expense, net		13,273		0.2			11,858		0.2		(11.9	)
Loss on early extinguishment of debt		11,411		0.2			—		—		n/	m
Income before income taxes		78,080		1.4			105,574		2.2		(26.0	)
Income tax provision		29,328		0.5			41,154		0.9		28.7
Net income	$	48,752		0.9	%	$	64,420		1.3	%	(24.3	)%
Net income per common share - basic	$	1.22				$	1.63
Net income per common share - diluted	$	1.20				$	1.61
Weighted average shares - basic		39,860					39,520
Weighted average shares - diluted		40,467					40,056

Page Six

Owens & Minor, Inc.

Consolidated Balance Sheets (unaudited)

(in thousands)

	December 31, 2006			December 31, 2005
Assets
Current assets
Cash and cash equivalents	$	5,090		$	71,897
Accounts and notes receivable, net		539,178			353,102
Merchandise inventories		666,527			439,887
Deferred income taxes		10,065			—
Other current assets		45,910			29,666
Total current assets		1,266,770			894,552
Property and equipment, net		70,853			51,942
Goodwill, net		259,670			242,620
Intangible assets, net		52,763			18,383
Deferred income taxes		—			170
Other assets, net		35,694			32,183
Total assets	$	1,685,750		$	1,239,850
Current liabilities
Accounts payable	$	542,552		$	387,833
Accrued payroll and related liabilities		13,472			12,701
Deferred income taxes		47,606			30,441
Other accrued liabilities		66,873			57,893
Total current liabilities		670,503			488,868
Long-term debt		433,133			204,418
Deferred income taxes		2,472			—
Other liabilities		32,188			34,566
Total liabilities		1,138,296			727,852
Shareholders’ equity
Common stock		80,515			79,781
Paid-in capital		143,557			133,653
Retained earnings		332,013			307,353
Accumulated other comprehensive loss		(8,631	)		(8,789	)
Total shareholders’ equity		547,454			511,998
Total liabilities and shareholders’ equity	$	1,685,750		$	1,239,850

Page Seven

Owens & Minor, Inc.

Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Year Ended December 31,
	2006			2005
Operating activities
Net income	$	48,752		$	64,420
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		28,933			19,252
Loss on early extinguishment of debt		11,411			—
Deferred income taxes		9,458			(3,930	)
Provision for LIFO reserve		3,944			6,574
Stock-based compensation expense		5,263			2,186
Provision for losses on accounts and notes receivable		23,452			6,960
Deferred direct response advertising costs		(9,285	)		(4,594	)
Changes in operating assets and liabilities:
Accounts and notes receivable		(209,011	)		(6,316	)
Merchandise inventories		(107,965	)		(9,896	)
Accounts payable		137,843			45,200
Net change in other current assets and current liabilities		(15,944	)		7,641
Other assets		106			1,229
Other liabilities		(170	)		2,037
Other, net		(367	)		4,611
Cash provided by (used for) operating activities		(73,580	)		135,374
Investing activities
Additions to property and equipment		(21,948	)		(30,166	)
Additions to computer software		(6,050	)		(3,641	)
Acquisition of intangible assets		(10,735	)		(6,201	)
Net cash paid for acquisitions of businesses		(170,680	)		(65,448	)
Other, net		(144	)		65
Cash used for investing activities		(209,557	)		(105,391	)
Financing activities
Net proceeds of issuance of long-term debt		198,054			—
Repayment of long-term debt		(210,459	)		—
Cash dividends paid		(24,092	)		(20,713	)
Net proceeds from revolving credit facility		229,100			—
Proceeds from exercise of stock options		4,316			4,315
Excess tax benefits related to stock-based compensation		1,632			—
Increase in drafts payable		16,500			2,823
Other, net		1,279			(307	)
Cash provided by (used for) financing activities		216,330			(13,882	)
Net increase (decrease) in cash and cash equivalents		(66,807	)		16,101
Cash and cash equivalents at beginning of period		71,897			55,796
Cash and cash equivalents at end of period	$	5,090		$	71,897

Page Eight

Owens & Minor, Inc.

Financial Statistics (unaudited)

	Quarter Ended
(in thousands, except ratios and per share data)	12/31/2006			9/30/2006			6/30/2006			3/31/2006			12/31/2005
Operating results:
Revenue	$	1,652,243		$	1,319,179		$	1,300,315		$	1,261,999		$	1,215,949
Gross margin	$	174,897		$	144,480		$	141,229		$	136,190		$	130,781
Gross margin as a percent of revenue		10.6	%		11.0	%		10.9	%		10.8	%		10.8	%
SG&A expense	$	151,024		$	111,945		$	104,764		$	101,056		$	95,086
SG&A expense as a percent of revenue		9.1	%		8.5	%		8.1	%		8.0	%		7.8	%
Operating earnings	$	15,562		$	25,550		$	31,226		$	30,426		$	28,305
Operating earnings as a percent of revenue		0.9	%		1.9	%		2.4	%		2.4	%		2.3	%
Net income	$	7,306		$	14,454		$	10,489		$	16,503		$	15,738
Net income per common share - basic	$	0.18		$	0.36		$	0.26		$	0.42		$	0.40
Net income per common share - diluted	$	0.18		$	0.36		$	0.26		$	0.41		$	0.39
Accounts receivable:
Accounts and notes receivable, net	$	539,178		$	391,408		$	377,283		$	378,066		$	353,102
Days sales outstanding		30.5			27.0			24.9			25.5			26.3
Inventory:
Merchandise inventories	$	666,527		$	607,754		$	470,230		$	444,722		$	439,887
Average inventory turnover		9.2			9.7	*		10.1			10.3			10.0
Financing:
Long-term debt	$	433,133		$	326,928		$	197,698		$	203,009		$	204,418
Stock information:
Cash dividends per common share	$	0.15		$	0.15		$	0.15		$	0.15		$	0.13
Stock price at quarter-end	$	31.27		$	32.89		$	28.60		$	32.77		$	27.53

* Excludes the impact of the McKesson acquisition