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): October 27, 2009 (October 26, 2009)

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 2.02. Results of Operations and Financial Condition.

On October 26, 2009, Owens & Minor, Inc. (the “Company”) issued a press release regarding its financial results for the third quarter ended September 30, 2009. The Company 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.

99.1 Press Release issued by the Company on October 26, 2009 (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: October 27, 2009	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
99.1	Press Release issued by the Company on October 26, 2009 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

October 26, 2009

Owens & Minor Posts Revenue Gains, Strong Operating Earnings, & Positive Cash Flow for 3rd Quarter 2009

RICHMOND, VA….Owens & Minor (NYSE-OMI) today reported financial results for the third quarter ended September 30, 2009, including record quarterly revenue of $2.03 billion, increased 13.9% when compared to revenue of $1.79 billion in the third quarter of 2008. Income from continuing operations for the quarter was $34.7 million, or $0.83 per diluted share, increased 36.8% when compared to $25.3 million, or $0.61 per diluted share, in the same period last year. Net income for the third quarter was $34.7 million, or $0.83 per diluted share, increased 37.2% when compared to net income in the same quarter of 2008.

In the third quarter of 2009, the company reported gross margin of $204.3 million, or 10.04% of revenues, compared to $178.7 million, or 10.00% of revenues, for the third quarter of 2008. The increase in gross margin dollars for the third quarter 2009 was the result of an increase in revenues. Also during the third quarter, gross margin benefitted from the overall positive impact of supplier price changes. As expected, one of the company’s suppliers significantly reduced its prices on a certain set of products, resulting in a credit for the provision for last-in, first-out (LIFO) inventory valuation of $11.5 million, net of the effect of other suppliers’ price increases.

“As we enter the home stretch of 2009, we are pleased with revenue gains, operating earnings improvement, and positive cash flows, but recognize that we are challenged with lower profitability from some of our new and acquired customers,” said Craig R. Smith, president & chief executive officer of Owens & Minor. “As we have done before, we will work with these new customers to improve operating margins. Looking ahead, we will continue to focus on achieving the potential of the Burrows acquisition, while building out our strategic initiatives, which are designed to broaden our reach and position our company to capture growth opportunities in healthcare.”

Year-to-Date Results

For the nine months ended September 30, 2009, revenue was $6.00 billion, improved 13.5% from revenue of $5.29 billion in the same period last year. Income from continuing operations for the first nine months of the year was $84.8 million, or $2.03 per diluted share, compared favorably to income from continuing operations of $73.8 million, or $1.78 per diluted share, for the comparable period last year. Net income for the first nine months of 2009 was $72.3 million, or $1.73 per diluted share, decreased from net income of $73.1 million, or $1.76 per diluted share in the same period last year. For comparative purposes, results for the first nine months of 2009 reflect the January 2009 sale of certain assets of the company’s direct-to-consumer diabetes supply (DTC) business, shown as discontinued operations for all periods presented. Therefore, year-to-date results reflect a loss from discontinued operations of $12.5 million, or $0.30 per diluted share, resulting

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primarily from pre-tax charges associated with exiting the DTC business. Results for the first nine months of 2009 also reflect the impact of transitioning the business acquired in The Burrows Company transaction.

Asset Management

For the year-to-date period 2009, operating cash flow from continuing operations was $161.5 million, increased when compared to $119.1 million last year in the same period. Cash provided by discontinued operations for the same period was $73.6 million, including $63 million received in January 2009 from the sale of certain assets of the DTC business. Long-term debt as of the end of the third quarter 2009 was $208 million, consistent with the third quarter last year. Days sales outstanding (DSO) as of September 30, 2009, continued on a strong trend at 23.0 days, improved slightly when compared to DSO of 23.2 days in the same period last year. Inventory turns of 10.5 for the third quarter of 2009 were improved from turns of 10.3 in the prior year third quarter.

2009 Outlook

“As we approach the end of 2009, we continue to target revenue growth for the year in the upper end of a range of 8% to 12%, and income per diluted share from continuing operations in the range of $2.55 to $2.70, excluding the positive effect of the third quarter LIFO provision,” said Smith.

The 2009 outlook is based on certain assumptions that are subject to the risk factors discussed in the company’s filings with the Securities & Exchange Commission.

Upcoming Investor Events

^¡ On Thursday, November 5, 2009, Owens & Minor will hold an Open House & Facility Tour at its distribution center in Richmond, Virginia, for Wall Street analysts and professional investors. The event will focus on operations and will feature tours of the 165,000 square-foot facility, the specialized SurgiTrackSM area, and demonstrations of the company’s newly installed voice-pick technology and automation equipment. The event is scheduled to begin at 9:30 a.m. ET and conclude at approximately 2:00 p.m. ET.

^¡ On Thursday, December 10, 2009, Owens & Minor will host a 2010 Financial Outlook Meeting in New York City. Owens & Minor’s President & Chief Executive Officer Craig R. Smith and Chief Financial Officer James L. Bierman are scheduled to speak at the event, discussing progress on strategic initiatives and providing the company’s financial outlook for 2010. The meeting is scheduled to begin at 8:30 a.m. ET and conclude at approximately 10:30 a.m. ET. A live, listen-only webcast of the briefing can be accessed on the company website at www.owens-minor.com under the Investor Relations Section. A webcast replay of the event will also be available on the company website.

Safe Harbor Statement

Except for historical information, 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 risk factors are discussed in reports filed by the company with the Securities & Exchange Commission. All of this information is available at www.owens-

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minor.com. The company assumes no obligation, and expressly disclaims any such obligation, to update or alter information, whether as a result of new information, future events, or otherwise.

Owens & Minor, Inc., (NYSE: OMI) a FORTUNE 500 company headquartered in Richmond, Virginia, is a leading distributor of national name-brand medical and surgical supplies and a healthcare supply-chain management company. Owens & Minor is also a member of the Russell 2000^® Index, which measures the performance of the small-cap segment of the U.S. equity universe, as well as the S&P MidCap 400, which includes companies with a market capitalization of $750 million to $3.3 billion that meet certain financial standards. 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, and the federal government. Owens & Minor provides technology and consulting programs that improve inventory management and streamline logistics across the entire medical supply chain--from origin of product to patient bedside. For news releases, or for more information about Owens & Minor, visit the company Web site at www.owens-minor.com.

Investors Conference Call & Supplemental Material

Conference Call: Owens & Minor will conduct a conference call for investors on Tuesday, October 27, 2009, at 8:30 a.m. ET. Participants may access the call at 877-748-0043 with access code #34676277. The international dial-in number is 706-758-5871 with access code #34676277. Webcast: Replay: A replay of the call will be available for three weeks by dialing 800-642-1687, using access code #34676277. A listen-only webcast of the call, along with supplemental information, will be available on www.owens-minor.com under “Investor Relations.” Owens & Minor uses its Web site as a channel of distribution for material company information, including news releases, investor presentations and financial information. This information is routinely posted and accessible under the Investor Relations section.

CONTACTS: Trudi Allcott, Director, Investor & Media Relations, 804-723-7555;
Chuck Graves, Director, Finance & Investor Relations, 804-723-7556

# # # #

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Owens & Minor, Inc.

Condensed Consolidated Statements of Income (unaudited)

(in thousands, except per share data)

	Three Months Ended September 30,
	2009			2008
Revenue	$	2,034,792		$	1,786,858
Cost of revenue		1,830,450			1,608,109
Gross margin		204,342			178,749
Selling, general and administrative expenses		142,162			128,656
Depreciation and amortization		6,721			5,667
Other operating income, net		(1,233	)		(1,893	)
Operating earnings		56,692			46,319
Interest expense, net		3,202			6,284
Income before income taxes		53,490			40,035
Income tax provision		18,803			14,687
Income from continuing operations		34,687			25,348
Loss from discontinued operations, net of tax		—			(64	)
Net income	$	34,687		$	25,284
Income (loss) per share - basic:
Continuing operations	$	0.83		$	0.62
Discontinued operations	$	—		$	(0.01	)
Net income per share - basic	$	0.83		$	0.61
Income (loss) per share - diluted:
Continuing operations	$	0.83		$	0.61
Discontinued operations	$	—		$	—
Net income per share - diluted	$	0.83		$	0.61
Weighted average shares - basic		41,205			40,860
Weighted average shares - diluted		41,859			41,544
	Nine Months Ended September 30,
	2009			2008
Revenue	$	5,997,200		$	5,285,389
Cost of revenue		5,411,526			4,761,084
Gross margin		585,674			524,305
Selling, general and administrative expenses		425,531			380,386
Depreciation and amortization		18,583			16,343
Other operating income, net		(3,958	)		(4,811	)
Operating earnings		145,518			132,387
Interest expense, net		9,834			12,660
Income before income taxes		135,684			119,727
Income tax provision		50,864			45,879
Income from continuing operations		84,820			73,848
Loss from discontinued operations, net of tax		(12,509	)		(724	)
Net income	$	72,311		$	73,124
Income (loss) per share - basic:
Continuing operations	$	2.04		$	1.80
Discontinued operations	$	(0.30	)	$	(0.02	)
Net income per share - basic	$	1.74		$	1.78
Income (loss) per share - diluted:
Continuing operations	$	2.03		$	1.78
Discontinued operations	$	(0.30	)	$	(0.02	)
Net income per share - diluted	$	1.73		$	1.76
Weighted average shares - basic		41,091			40,744
Weighted average shares - diluted		41,724			41,436

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Owens & Minor, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

	September 30, 2009			December 31, 2008
Assets
Current assets
Cash and cash equivalents	$	42,931		$	7,886
Accounts and notes receivable, net		509,497			521,311
Merchandise inventories		679,459			679,069
Other current assets		60,911			71,329
Current assets of discontinued operations		—			32,199
Total current assets		1,292,798			1,311,794
Property and equipment, net		82,667			76,949
Property held for sale		12,730			15,730
Goodwill, net		247,271			252,412
Intangible assets, net		28,571			27,802
Other assets, net		32,988			29,145
Other assets of discontinued operations		—			62,358
Total assets	$	1,697,025		$	1,776,190
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	548,929		$	513,026
Accrued payroll and related liabilities		23,128			40,018
Other accrued liabilities		111,263			103,429
Current liabilities of discontinued operations		2,603			11,038
Total current liabilities		685,923			667,511
Long-term debt, excluding current portion		207,999			359,237
Other liabilities		57,601			60,391
Total liabilities		951,523			1,087,139
Shareholders’ equity
Common stock		83,786			82,881
Paid-in capital		191,655			180,074
Retained earnings		481,735			438,192
Accumulated other comprehensive loss		(11,674	)		(12,096	)
Total shareholders’ equity		745,502			689,051
Total liabilities and shareholders’ equity	$	1,697,025		$	1,776,190

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Owens & Minor, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Nine Months Ended September 30,
	2009			2008
Operating activities:
Net income	$	72,311		$	73,124
Adjustments to reconcile net income to cash provided by operating activities of continuing operations:
Loss from discontinued operations		12,509			724
Depreciation and amortization		18,583			16,343
Share-based compensation expense		5,860			6,129
Provision for LIFO reserve		4,940			10,468
Provision for losses on accounts and notes receivable		3,387			2,368
Loss on interest rate swaps		—			3,141
Changes in operating assets and liabilities:
Accounts and notes receivable		8,427			(10,940	)
Merchandise inventories		(5,330	)		(38,258	)
Accounts payable		48,485			46,194
Net change in other current assets and current liabilities		(4,552	)		8,472
Other, net		(3,160	)		1,346
Cash provided by operating activities of continuing operations		161,460			119,111
Investing activities:
Additions to property and equipment		(14,123	)		(12,586	)
Additions to computer software		(9,311	)		(5,510	)
Cash received related to acquisition of business		6,994			—
Proceeds from the sale of property and equipment		2,398			—
Other, net		—			8
Cash used for investing activities of continuing operations		(14,042	)		(18,088	)
Financing activities:
Net payments on revolving credit facility		(150,578	)		(76,908	)
Cash dividends paid		(28,755	)		(24,733	)
Increase (decrease) in drafts payable		(12,582	)		634
Proceeds from exercise of stock options		5,228			8,140
Excess tax benefits related to share-based compensation		2,306			2,963
Proceeds from termination of interest rate swaps		—			3,795
Other, net		(1,604	)		(1,911	)
Cash used for financing activities of continuing operations		(185,985	)		(88,020	)
Discontinued operations:
Operating cash flows		10,612			4,452
Investing cash flows		63,000			(2,109	)
Net cash provided by discontinued operations		73,612			2,343
Net increase in cash and cash equivalents		35,045			15,346
Cash and cash equivalents at beginning of period		7,886			10,395
Cash and cash equivalents at end of period	$	42,931		$	25,741

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Owens & Minor, Inc.

Financial Statistics (unaudited)

	Quarter Ended
(in thousands, except ratios and per share data)	9/30/2009			6/30/2009			3/31/2009			12/31/2008			9/30/2008
Operating results:
Revenue	$	2,034,792		$	2,013,780		$	1,948,628		$	1,957,848		$	1,786,858
Gross margin	$	204,342		$	197,699		$	183,633		$	192,956		$	178,749
Gross margin as a percent of revenue		10.04	%		9.82	%		9.42	%		9.86	%		10.00	%
SG&A expense	$	142,162		$	143,972		$	139,397		$	141,015		$	128,656
SG&A expense as a percent of revenue		6.99	%		7.15	%		7.15	%		7.20	%		7.20	%
Operating earnings	$	56,692		$	48,946		$	39,880		$	48,338		$	46,319
Operating earnings as a percent of revenue		2.79	%		2.43	%		2.05	%		2.47	%		2.59	%
Income from continuing operations	$	34,687		$	27,775		$	22,358		$	27,409		$	25,348
Loss from discontinued operations, net of tax		—		$	(4,127	)	$	(8,382	)	$	(7,206	)	$	(64	)
Net income	$	34,687		$	23,648		$	13,976		$	20,203		$	25,284
Income (loss) per common share - basic:
Continuing operations	$	0.83		$	0.67		$	0.54		$	0.66		$	0.62
Discontinued operations		—		$	(0.10	)	$	(0.20	)	$	(0.17	)	$	(0.01	)
Net income per share - basic	$	0.83		$	0.57		$	0.34		$	0.49		$	0.61
Income (loss) per common share - diluted:
Continuing operations	$	0.83		$	0.67		$	0.54		$	0.66		$	0.61
Discontinued operations		—		$	(0.10	)	$	(0.20	)	$	(0.17	)		—
Net income per share - diluted	$	0.83		$	0.57		$	0.34		$	0.49		$	0.61
Accounts receivable:
Accounts and notes receivable, net(2)	$	509,497		$	500,204		$	511,875		$	521,311		$	449,988
Days sales outstanding(1) (2)		23.0			22.6			23.6			24.5			23.2
Inventory:
Merchandise inventories(2)	$	679,459		$	696,955		$	702,253		$	679,069		$	605,711
Average inventory turnover(1) (2)		10.5			10.4			10.3			10.9			10.3
Financing:
Long-term debt, excluding current portion	$	207,999		$	208,326		$	212,596		$	359,237		$	208,832
Stock information:
Cash dividends per common share	$	0.23		$	0.23		$	0.23		$	0.20		$	0.20
Stock price at quarter-end	$	45.25		$	43.82		$	33.13		$	37.65		$	48.50

⁽¹⁾   Days sales outstanding and average inventory turnover are based on three-months’ sales.

⁽²⁾  Based on results from continuing operations.

Certain adjustments have been made to prior period amounts to conform to current year presentation.