10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September30, 2005

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

For the transition period from ___________ to ____________

Commission File Number 0-23832

PSS WORLD MEDICAL, INC.

(Exact name of Registrant as specified in its charter)

Florida	59-2280364
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification Number)
4345 Southpoint Blvd.
Jacksonville, Florida	32216
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number	(904) 332-3000

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 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.

x Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x Yes o No

The number of shares of common stock, par value $0.01 per share, of the registrant outstanding as of
November 4, 2005 was 65,962,227 shares.

PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

SEPTEMBER 30, 2005

TABLE OF CONTENTS

Item		Page
	Information Regarding Forward-Looking Statements	3
	PartI—Financial Information
1.	Financial Statements:
	Consolidated Balance Sheets—September 30, 2005 and April 1, 2005	7
	Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2005 and October 1, 2004	8
	Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2005 and October 1, 2004	9
	Notes to Consolidated Financial Statements	10
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
3.	Quantitative and Qualitative Disclosures About Market Risk	35
4.	Controls and Procedures	35
	PartII--Other Information
1.	Legal Proceedings	36
2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
4.	Submission of Matters to a Vote of Security Holders	37
6.	Exhibits	37
	Signature	38

2

CAUTIONARY STATEMENTS

Forward-Looking Statements

Management may from time-to-time make written or oral forward-looking statements with respect to the Company’s annual or long-term goals, including statements contained in this Quarterly Report on Form 10-Q, the Annual Report on Form 10-K for the fiscal year ended April 1, 2005, Reports on Form 8-K, and reports to shareholders. These statements are subject to risks and uncertainties that could cause actual results to differ materially from historical earnings and those currently anticipated or projected. Management cautions readers not to place undue reliance on any of the Company’s forward-looking statements, which speak only as of the date made.

Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” and similar expressions identify forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q that involve risks and uncertainties include, without limitation:

• the Company’s consideration of whether to elect to settle the principal amount of its convertible senior notes in cash;

• the Company’s expectation to receive court approval related to the settlement of the securities class action lawsuit which is described in Note 10, Commitments and Contingencies;

• management’s belief that the ultimate outcome of the various other legal and administrative proceedings and claims that have arisen in the normal course of business will not have a material adverse effect on the Company’s business, financial condition or results of operations;

• management’s belief that nursing home divestitures within the Elder Care Business may continue to impact fiscal year 2006 as large, national chain customers may continue to divest facilities located in states with high malpractice claims, insurance costs, and litigation exposure;

• management’s belief that ownership changes of national chain customers may impact net sales in future periods where the acquirer of an existing customer may not have a previous relationship with the Company;

• management’s expectation that gross profit as a percentage of net sales may decrease in future periods due to an expected increased sales volume of pharmaceutical products and diagnostic equipment in the Physician Business, which generate lower gross profit margins;

• management’s expectation that gross profit as a percentage of net sales may increase in future periods as a result of growth in ancillary billing services in the Elder Care Business;

• management’s belief that the Company’s global sourcing strategy is expected to improve its cost competitiveness and increase its gross margins on certain products;

• management’s anticipation that rising fuel costs may negatively impact both the Physician Business’ and the Elder Care Business’ gross margins, cost to deliver, or expected improvements in cost to deliver during the remainder of fiscal year 2006;

• management’s expectation that the results of the Internal Revenue Service audit of the Federal income tax returns for fiscal years 2002 and 2003 will not have a material impact on the financial condition or consolidated results of operations;

• management’s expectation that the remaining net operating loss generated as a result of the sale of the Imaging Business will be applied against regular taxable income during fiscal year 2006;

3

• management’s expectation that the overall growth in the business will be funded through a combination of cash flows from operating activities, borrowings under the revolving line of credit, capital markets, and/or other financing arrangements; and

• management’s belief that the Company may seek to retire its outstanding equity through cash purchases and/or reduce its debt and may also seek to issue additional debt or equity to meet its future liquidity requirements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, management is identifying important factors that could affect the Company’s financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company’s future results could be adversely affected by a variety of factors, including:

• the Company’s dependence on sophisticated data processing systems that may impact business operations if they fail to operate properly or not as anticipated;

• the Elder Care Business’ implementation of the JD Edwards distribution and customer service modules may temporarily disrupt its operations;

• the Company’s net sales and operating results may fluctuate quarterly;

• operational disruptions due to natural disasters, particularly in regions susceptible to hurricanes;

• increasing, competitive pricing pressures on its sales to large nursing home chains and consolidating provider groups;

• pricing and customer credit-quality pressures due to reduced spending budgets by healthcare providers;

• government legislation or changes in government regulations that reduce Medicare and Medicaid reimbursement rates that may have an adverse impact on the Company’s customers and potential customers in the elder care industry or the Company’s ancillary billing services company;

• the Elder Care Business’ dependence on a limited number of large customers;

• the Elder Care Business’ ability to successfully restructure operations to remove operational and other costs associated with revenue declines due to the loss of a large customer;

• the viability of the Company’s customers may be threatened by increasing costs of malpractice claims and liability insurance;

• the Company may not be able to continue to compete successfully with other medical supply companies and direct manufacturers;

• continued consolidation within the healthcare industry may lead to increased competition;

• the expansion of the multi-tiered pricing structure may place the Company at a competitive disadvantage;

• the Company’s dependence on the availability of lower cost, multi-tiered pricing of products;

• the Company’s dependence on its ability to maintain good relations with vendors;

• the loss of any significant unique distributorship agreements or the renegotiation of terms and conditions of existing agreements;

4

• the Company’s ability to hire and retain qualified sales representatives to continue its sales growth;

• the Company’s ability to retain the services of senior management;

• the Company’s failure to execute its business plan and strategies for growth;

• the Company’s operations and prospects in Asia, which are subject to significant political, economic and legal uncertainties;

• the potential impact of foreign currency revaluation;

• the operating costs of the Company’s delivery fleet could increase due to fuel price fluctuations;

• cost of goods sold may increase due to fuel surcharges from third parties;

• the impact on customer relationships and related revenues as a result of implementing fuel surcharges to customers, effective October 1, 2005;

• the significant investment in inventory may be exposed to risk of product obsolescence or market valuation;

• business acquisitions may decrease existing shareholders’ percentage ownership in the Company and/or require the Company to incur additional debt;

• various issues regarding integrating acquired companies within the business;

• the Company’s level of indebtedness, which may limit its ability to obtain financing in the future and may limit flexibility to react to market conditions;

• volatility in the price of the Company’s common stock and the trading value of the convertible senior notes;

• tax legislative initiatives and potential interest and penalty exposure related to existing and future Internal Revenue Service audits;

• litigation and liability exposure for existing and potential claims;

• litigation risk exposure to product liability and other claims;

• proprietary rights may infringe on the rights of third parties;

• environmental claims;

• failure to maintain an effective system of internal controls may impact the Company’s ability to accurately report its financial results;

• the Articles of Incorporation, Bylaws and Rights Agreement, and Florida law may inhibit a takeover of the Company;

• the Company’s business, marketing activities, and pricing are subject to review by Federal or state agencies;

• failure to comply with Federal and state regulations pertaining to physical security, record-keeping, and required reporting related to the purchase, sale, and distribution of controlled and legend drugs;

5

• failure to comply with Federal and state regulations pertaining to filing claims for health care reimbursement or changes in the interpretation of those requirements;

• failure to comply with the United States Foreign Corrupt Practices Act and other laws;

• the adoption of new accounting pronouncements or Securities and Exchange Commission rules and regulations, including the proposed amendment to Statement of Financial Accounting Standards No. 128, Earnings Per Share;

• the ongoing costs of complying with the provisions of Section 404 of the Sarbanes-Oxley Act;

• the Company’s inability to obtain certain medical supplies and pharmaceuticals, including influenza vaccines due to vendor supply disruptions;

• the potential negative impact on customer relationships and related revenues as a result of partial or non-delivery of supply of the influenza vaccines, due to shortages; and

• the potential for a change in a state’s legal system that would impact the enforceability of the non-solicitation covenants included in certain employee agreements.

In addition, all forward-looking statements are qualified by and should be read in conjunction with the risks described or referred to in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended April 1, 2005 and in this Form 10-Q.

6

PARTI--FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER30, 2005 AND APRIL1, 2005

(Dollars in Thousands, Except Share Data)

ASSETS

	September30, 2005		April1, 2005
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	17,466	$	17,888
Accounts receivable, net of allowance for doubtful accounts of $11,417 and $9,605 as of September 30, 2005 and April 1, 2005, respectively		213,585		217,350
Inventories		136,450		134,110
Employee advances		81		82
Deferred tax assets, net		20,183		29,014
Prepaid expenses and other		25,741		19,369
Total current assets		413,506		417,813
Property and equipment, net of accumulated depreciation of $49,754 and $43,398 as of September 30, 2005 and April 1, 2005, respectively		86,840		81,105
Other Assets:
Goodwill		103,420		85,617
Intangibles, net		34,427		21,858
Deferred tax assets, net		1,007		811
Other		49,855		39,154
Total assets	$	689,055	$	646,358

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	118,953		$	109,649
Accrued expenses		33,196			44,880
Revolving line of credit and current portion of long-term debt		27,786			25,000
Other		11,883			9,701
Total current liabilities		191,818			189,230
Long-term debt, excluding current portion		151,113			150,000
Other noncurrent liabilities		41,179			30,310
Total liabilities		384,110			369,540
Commitments and contingencies (Notes 2, 4, 7, 8, 10, and 13)
Shareholders’ Equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $.01 par value; 150,000,000 shares authorized, 65,956,208 and 64,961,682 shares issued and outstanding at September 30, 2005 and April 1, 2005, respectively		659			649
Additional paid-in capital		303,140			292,208
Accumulated earnings (deficit)		4,366			(14,559	)
Unearned compensation		(3,375	)		(1,711	)
Accumulated other comprehensive income		155			231
Total shareholders’ equity		304,945			276,818
Total liabilities and shareholders’ equity	$	689,055		$	646,358

The accompanying notes are an integral part of these consolidated statements.

7

PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER30, 2005 AND OCTOBER1, 2004

(UNAUDITED)

(Dollars in Thousands, Except Per Share Data)

	For the Three Months Ended						For the Six Months Ended
	September30, 2005			October1, 2004			September30, 2005			October1, 2004
Net sales	$	385,819		$	364,267		$	772,947		$	694,627
Cost of goods sold		273,512			258,945			550,166			493,530
Gross profit		112,307			105,322			222,781			201,097
General and administrative expenses		69,279			64,300			139,616			125,247
Selling expenses		26,217			24,625			51,990			48,079
Income from operations		16,811			16,397			31,175			27,771
Other (expense) income:
Interest expense		(1,358	)		(1,817	)		(2,867	)		(3,759	)
Interest and investment income		111			89			210			200
Other income, net		1,750			252			2,207			595
		503			(1,476	)		(450	)		(2,964	)
Income from continuing operations before provision for income taxes		17,314			14,921			30,725			24,807
Provision for income taxes		6,529			6,149			11,800			10,111
Income from continuing operations		10,785			8,772			18,925			14,696
Loss on disposal of discontinued operations (net of benefit for income taxes of $1,042)		—			—			—			(1,708	)
Net income	$	10,785		$	8,772		$	18,925		$	12,988
Earnings per share - Basic:
Income from continuing operations	$	0.16		$	0.14		$	0.29		$	0.23
Loss on disposal of discontinued operations		—			—			—			(0.03	)
Net income	$	0.16		$	0.14		$	0.29		$	0.20
Earnings per share – Diluted:
Income from continuing operations	$	0.16		$	0.13		$	0.29		$	0.22
Loss on disposal of discontinued operations		—			—			—			(0.02	)
Net income	$	0.16		$	0.13		$	0.29		$	0.20

The accompanying notes are an integral part of these consolidated statements.

8

PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER30, 2005 AND OCTOBER1, 2004

(UNAUDITED)

(Dollars in Thousands, Except Per Share Data)

	Six Months Ended
	September30, 2005			October1, 2004
Cash Flows From Operating Activities:
Net income	$	18,925		$	12,988
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on disposal of discontinued operations		—			1,708
Provision for deferred income taxes		11,800			10,111
Depreciation		6,784			6,909
Provision for doubtful accounts		3,802			3,014
Amortization of intangible assets		2,750			1,771
Amortization of debt issuance costs		756			1,144
Provision for deferred compensation		750			537
Noncash compensation expense		587			192
Loss on sales of property and equipment		154			35
Provision for note receivables		(3,233	)		—
Other		(2,267	)		—
Changes in operating assets and liabilities:
Accounts receivable		1,454			(12,027	)
Inventories		1,553			(13,520	)
Prepaid expenses and other current assets		(619	)		(1,252	)
Other assets		(7,203	)		(3,887	)
Accounts payable		5,465			14,485
Accrued expenses and other liabilities		(5,833	)		3,370
Net cash provided by operating activities		35,625			25,578
Cash Flows From Investing Activities:
Payment for business combination		(34,805	)		(1,785	)
Capital expenditures		(9,180	)		(10,735	)
Payments on nonsolicitation agreements		(2,041	)		(2,882	)
Proceeds from sales of property and equipment		33			20
Payment of transaction and settlement costs for sale of Imaging Business		—			(4,854	)
Payments on noncompetition agreements		—			(512	)
Other		1,780			—
Net cash used in investing activities		(44,213	)		(20,748	)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock		6,354			1,751
Net proceeds under the revolving line of credit		2,256			(10,000	)
Proceeds from note receivable		279			—
Payment of debt issuance costs		(520	)		—
Payments under capital lease obligations		(84	)		—
Purchase of treasury shares		—			(9,918	)
Other		(119	)		—
Net cash provided by (used in) financing activities		8,166			(18,167	)
Net decrease in cash and cash equivalents		(422	)		(13,337	)
Cash and cash equivalents, beginning of period		17,888			58,928
Cash and cash equivalents, end of period	$	17,466		$	45,591

The accompanying notes are an integral part of these consolidated statements.

9

PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER30, 2005 AND OCTOBER1, 2004

(UNAUDITED)

(Dollars in Thousands, Except Share and Per Share Data, Unless Otherwise Noted)

1. BACKGROUND AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to the SEC rules and regulations. The consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations for the periods indicated.

The accompanying consolidated financial statements have been prepared in accordance with GAAP and include the consolidated accounts of PSS World Medical, Inc. and its wholly owned subsidiaries as well as a variable interest entity for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated balance sheet as of April 1, 2005 has been derived from the Company’s audited consolidated financial statements for the fiscal year ended April 1, 2005. The financial statements and related notes included in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2005.

The Company reports its year-end financial position, results of operations, and cash flows on the Friday closest to March 31. Fiscal years 2006 and 2005 consist of 52 weeks or 253 selling days. The Company reports its quarter-end financial position, results of operations, and cash flows on the Friday closest to month-end for those quarters in which physical inventories are taken and on the calendar month-end for those quarters in which physical inventories are not taken. During fiscal year 2006, physical inventories will be conducted on a quarterly basis. The three months ended September 30, 2005 and October 1, 2004 consisted of 63 and 65 selling days, respectively. The six months ended September 30, 2005 and October 1, 2004 consisted of 127 selling days.

The results of operations for the interim periods covered by this report may not be indicative of operating results for the full fiscal year or any other interim periods.

Stock Repurchase Program

On June 8, 2004, the Company’s Board of Directors approved a stock repurchase program authorizing the Company, depending upon market conditions and other factors, to repurchase up to a maximum of 5% of its common stock, or approximately 3.2 million common shares, in the open market, in privately negotiated transactions, or otherwise. During the six months ended October 1, 2004, the Company repurchased approximately 1.0 million shares of common stock under this program at an average price of $9.91 per common share. At September 30, 2005, approximately 2.2 million shares were available to repurchase under this program.

Statements of Cash Flows

The Company’s supplemental disclosures for the six months ended September 30, 2005 and October 1, 2004 were as follows:

10

	Six Months Ended
	September30, 2005		October1, 2004
Cash paid for:
Interest	$	2,421	$	2,707
Income taxes, net		4,979		580
Noncash Activities:
Operating Activities-
Tax benefits related to stock option plans	$	1,861	$	764
Investing Activities-
Business combinations:
Fair value of assets acquired		9,244		(122	)
Liabilities assumed		9,466		(21	)
Capital lease assets		1,672		—
Financing Activities-
Capital lease obligation		1,672		—

Recent Accounting Pronouncements

In October 2004, the EITF issued its consensus opinion on EITF Issue No. 04-8, The Effect of Contingently Convertible Debt on Diluted Earnings Per Share (“EITF 04-8”). EITF 04-8 requires that contingently convertible debt instruments with embedded conversion features that are contingent upon market price triggers be included in diluted earnings per share computations, if dilutive, regardless of whether the contingency has been met. The provisions of EITF 04-08 were effective for the quarterly period ended December 31, 2004. If the Company’s stock price reaches $17.10, the dilutive effect of the Company’s $150 million 2.25% convertible senior notes, which have an embedded conversion feature that is contingent upon a market price trigger, would be required to be reflected in diluted earnings per share by application of the treasury stock method. By application of the treasury stock method, a range of approximately 0 to 1.5 million shares (at a stock price range of $17.10 (conversion price) to $20.51(market price trigger)) would be included in the weighted average common shares outstanding used in computing diluted earnings per share due to the Company’s stated policy to settle the principal amount of the convertible senior notes in cash. However, the diluted earnings per share calculation may be further impacted if the proposed Statement of Financial Accounting Standards, Earnings Per Share, an amendment of FASB Statement No.128 (“SFAS 128(R)”) is adopted. SFAS 128(R), which may be effective for financial statements for periods ending after June 15, 2006, would eliminate the provisions of SFAS No. 128, Earnings Per Share that allows an entity to rebut the presumption that contracts with the option of settling in either cash or stock will be settled in stock. Therefore, SFAS 128(R) may eliminate the Company’s ability to rely upon a stated policy to settle the principal amount of the Company’s convertible senior notes in cash. If SFAS 128(R) becomes effective, the number of diluted weighted average shares outstanding will include approximately 8.8 million shares and earnings used to calculate diluted earnings per share would increase approximately $2.7 million (after tax) annually for the interest expense on the convertible senior notes. The Company may elect to settle the principal amount of its convertible senior notes in cash in accordance with the terms of the indenture. If such election is made, a range of approximately 0 to 1.5 million shares (at a stock price of $17.10 (conversion price) to $20.51(market price trigger)) will be included in the weighted average common shares outstanding used in computing diluted earnings per share in accordance with the provisions of EITF 04-08.

11

2. PURCHASE BUSINESS COMBINATIONS

The following acquisitions were accounted for under the purchase method of accounting in accordance with SFAS No. 141, Business Acquisitions (“SFAS 141”);accordingly, the operations of the acquired companies have been included in the Company’s results of operations subsequent to the date of acquisition. The assets acquired and liabilities assumed were recorded at their estimated fair values at the date of the acquisition as determined by management based on information currently available. Supplemental unaudited pro forma information, assuming these acquisitions were made at the beginning of the immediate preceding period, is not presented as the results would not differ materially from the amounts reported in the accompanying consolidated statements of operations.

Fiscal Year 2006

On September 30, the Physician Business acquired all of the outstanding common stock of Southern Anesthesia & Surgical, Inc. (“SAS”). Under the terms of the stock purchase agreement, the Company made a joint election with the seller to treat the transaction as a purchase of assets in accordance with Section 338(h)(10) of the Internal Revenue Code. SAS distributes controlled and non-controlled pharmaceuticals and medical supplies to office-based physicians and surgery centers in all 50 states. SAS’ expertise in the distribution of controlled pharmaceutical products will increase the Physician Business’ overall competency and effectiveness in serving the physician market.

The maximum aggregate purchase price is approximately $34,000 subject to certain adjustments, of which approximately $31,000 was paid in cash at closing. The remaining $3,000, which has been has been accrued for in the accompanying balance sheet, will be paid by the Company, net of any amounts payable to the Company in respect of indemnity claims that arise under the purchase agreement, at the earlier of the end of the indemnity period of 18 months or when all indemnity claims are resolved. The purchase price may be adjusted based on the actual working capital at closing compared to the target working capital defined in the purchase agreement. As a result, a receivable due from the sellers of approximately $2,250 has been recorded in the accompanying balance sheet. In addition, additional purchase price may be paid to the sellers (earnout payments) in amounts equal to 40% of the net profit realized from certain sales of products in the three, twelve-month periods ending on the first, second, and third anniversaries of the closing date.

Goodwill of $16,982 was assigned to the Physician Business and is expected to be deductible for tax purposes. Based on the preliminary purchase price allocation, acquired intangible assets were approximately $13,076, of which $6,200, $1,046, $300, and $130 was assigned to customer relationships, nonsolicitation agreements, noncompete agreements, and other intangibles, respectively. These acquired intangible assets had a weighted-average useful life of approximately 10.8 years as of the date of acquisition. The remaining $5,400 of acquired intangible assets was assigned to the SAS trade name, which has an indefinite life and will not be amortized.

Fiscal Year 2005

On October 7, 2004, the Elder Care Business acquired certain assets and assumed certain liabilities of a long-term care medical supply distributor and ancillary billing service provider. The aggregate purchase price, which was subject to certain adjustments as set forth in the purchase agreement, was approximately $26,887 (net of cash acquired) of which approximately $22,682 was paid during fiscal year 2005. A cash payment of $4,205, which primarily related to meeting the minimum revenue thresholds, was made during the six months ended September 30, 2005.

3. GOODWILL

The change in the carrying value of goodwill during the six months ended September 30, 2005 is as follows:

12

	Physician Business	Elder Care Business	Corporate Shared Services	Total
Balance as of April 1, 2005	$ 9,788	$75,080	$749	$ 85,617
Purchase business combination	16,982	--	--	16,982
Purchase price allocation adjustments	--	821	--	821
Balance as of September 30, 2005	$26,770	$75,901	$749	$103,420

The Company performs its annual impairment test for each reporting unit on the last day of each fiscal year. Because the fair value of the reporting units exceeded the carrying amount of the goodwill, there was no impairment at April 1, 2005.

4. INTANGIBLES

The following table summarizes the gross carrying amount and accumulated amortization for existing intangible assets subject to amortization by business segment and major asset class.

		As of
		September30, 2005				April1, 2005
	Gross Carrying Amount		Accumulated Amortization	Net	Gross Carrying Amount		Accumulated Amortization	Net
Customer Relationships:
Physician Business	$ 8,112		$(1,370)	$ 6,742	$ 2,463		$ (1,854)	$ 609
Elder Care Business	12,792		(2,887)	9,905	12,791		(1,973)	10,818
	20,904		(4,257)	16,647	15,254		(3,827)	11,427
Nonsolicitation Agreements:
Physician Business	10,164		(1,043)	9,121	7,077		(470)	6,607
Elder Care Business	516		(68)	448	521		(33)	488
	10,680		(1,111)	9,569	7,598		(503)	7,095
Noncompetition Agreements:
Physician Business	1,513		(672)	841	2,630		(1,975)	655
Elder Care Business	1,720		(1,296)	424	3,255		(2,429)	826
Corporate Shared Services	441		(386)	55	441		(314)	127
	3,674		(2,354)	1,320	6,326		(4,718)	1,608
Signing Bonuses:
Physician Business	1,648		(888)	760	1,985		(1,147)	838
Elder Care Business	618		(412)	206	618		(204)	414
	2,266		(1,300)	966	2,603		(1,351)	1,252
Other Intangibles:
Physician Business	130		--	130	--		--	--
Elder Care Business	538		(332)	206	538		(278)	260
Corporate Shared Services	225		(36)	189	225		(9)	216
	893		(368)	525	763		(287)	476
Total intangible assets subject to amortization	38,417		(9,390)	29,027	32,544		(10,686)	21,858
Tradename:
Physician Business	5,400		--	5,400	--		--	--
Total unamortized intangible assets	5,400		--	5,400	--		--	--
Total intangible assets	$43,817		$(9,390)	$34,427	$32,544		$(10,686)	$21,858

Total amortization of intangible assets for the three months ended September 30, 2005 and October 1, 2004 was $1,389, and $934, respectively. Total amortization of intangible assets for the six months ended September 30, 2005 and October 1, 2004 was $2,750, and $1,771, respectively. The estimated amortization expense for the next five fiscal years is as follows:

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Fiscal Year:
2006 (remaining 6 months)	$ 2,760
2007	5,018
2008	4,446
2009	4,053
2010	3,567
Thereafter	9,183
Total	$29,027

The remaining weighted-average amortization period, in total and by major asset class, is as follows:

(in years)	September30, 2005	April 1, 2005
Customer Relationships	7.9	5.9
Nonsolicitation Agreements	8.7	9.4
Noncompetition Agreements	2.3	2.1
Signing Bonuses	2.6	2.5
Other Intangibles	3.3	3.1
Total weighted-average period	7.6	6.5

Future minimum payments required under noncompetition agreements at September 30, 2005 are as follows:

Fiscal Year:
2006 (remaining 6 months)	$331
2007	36
2008	30
2009	28
2010	28
Thereafter	56
Total	$509

5. EARNINGS PER SHARE

Basic and diluted earnings per share are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings Per Share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during the period adjusted for the potential dilutive effect of stock options and restricted stock using the treasury stock method and the conversion of the convertible senior notes if the conditions that would permit conversion have been satisfied. Common equivalent shares are excluded from the computation in periods in which they have an antidilutive effect.

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The effect of the assumed conversion of the $150 million convertible senior notes, which were issued in March 2004, has been excluded from diluted earnings per share for the three and six months ended September 30, 2005 and October 1, 2004, because none of the conditions that would permit conversion were satisfied during the period and the Company’s stock price did not reach the applicable conversion price of $17.10. The Company’s stated policy is to satisfy the Company’s obligation upon a conversion of the notes first, in cash, in an amount equal to the principal amount of the notes converted and second, in shares of the Company’s common stock, to satisfy the remainder, if any, of the Company’s conversion obligation. If the Company’s stock price reaches $17.10, the dilutive effect of the convertible notes will be reflected in diluted earnings per share by application of the treasury stock method. By application of the treasury stock method, a range of approximately 0 to 1.5 million shares (at a stock price range of $17.10 (conversion price) to $20.51(market price trigger)) will be included in the weighted average common shares outstanding used in computing diluted earnings per share because of the Company’s stated policy to settle the principal amount of the convertible senior notes in cash.

The following table sets forth computational data for the denominator in the basic and diluted earnings per share calculation for the three and six months ended September 30, 2005 and October 1, 2004:

	For the Three Months Ended		For the Six Months Ended
	September30, 2005	October1, 2004	September30, 2005	October1, 2004
Weighted average shares outstanding:
Common shares	65,392	64,358	65,143	64,605
Assumed exercise of stock options (a)	1,030	897	973	1,036
Actual and assumed vesting of restricted stock	65	12	72	14
Diluted shares outstanding	66,487	65,267	66,188	65,655

(a) Options to purchase approximately 1,010 and 1,996 shares of common stock that were outstanding at September 30, 2005 and October 1, 2004, respectively, were not included in the computation of diluted earnings per share for each of the respective periods because the options’ exercise prices exceeded the fair market value of the Company’s common stock.

6. COMPREHENSIVE INCOME

Comprehensive income represents all changes in equity of an enterprise that result from recognized transactions and other economic events during the period. Other comprehensive income (loss) refers to revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income, such as the unrealized gain or loss on the interest rate swap. The following table details the components of comprehensive income for the periods presented.

	Three Months Ended						For the Six Months Ended
	September30, 2005			October1, 2004			September30, 2005			October1, 2004
Net income	$	10,785		$	8,772		$	18,925		$	12,988
Other comprehensive (loss) income:
Unrealized (loss) gain on interest rate swap, net of tax		(32	)		(144	)		(77	)		105
Comprehensive income	$	10,753		$	8,628		$	18,848		$	13,093

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7. STOCK-BASED COMPENSATION

Stock-based awards are accounted for using the intrinsic-value recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations. The intrinsic value method of accounting results in compensation expense to the extent option exercise prices are set below the current market price of the underlying stock on the date of grant.

The following table summarizes relevant information as if the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure (“SFAS 148”) had been applied to all outstanding and unvested stock-based awards in each period.

	For the Three Months Ended		For the Six Months Ended
	September 30, 2005	October1, 2004	September 30, 2005	October1, 2004
Net income, as reported	$10,785	$8,772	$18,925	$12,988
Stock-based employee compensation expense included in reported net income, net of related tax effects	158	66	277	78
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects	(158)	(705)	(277)	(1,328)
Pro forma net income	$10,785	$8,133	$18,925	$11,738
Earnings per share – Basic:
As reported	$0.16	$0.14	$0.29	$0.20
Pro forma	$0.16	$0.13	$0.29	$0.18
Earnings per share – Diluted:
As reported	$0.16	$0.13	$0.29	$0.20
Pro forma	$0.16	$0.12	$0.29	$0.18

On June 7, 2004, the Compensation Committee of the Board of Directors approved an amendment to all outstanding stock options granted to employees. This amendment accelerated the vesting of all unvested stock options outstanding as of April 1, 2005, which is prior to the effective date of SFAS No. 123 (Revised 2004), Share-Based Payment (“SFAS 123(R)”). The Company took this action to reduce compensation expense in future periods in light of SFAS 123(R), which is effective for the Company on April 1, 2006. Under SFAS 123(R), the Company estimated that a compensation charge of approximately $2,833, net of tax, would have been recorded in future periods if the vesting of the stock options was not accelerated. As a result of the acceleration, the Company recognized a contingent compensation expense equal to the difference between the fair market value of the common stock on the modification date and the option exercise price for the estimated number of options that, absent the acceleration, would have expired unexercisable as a result of the termination of the holders’ employment prior to the original vesting dates of the options. As of September 30, 2005, the maximum stock-based compensation expense would be approximately $1,869 if all holders benefited from this amendment with respect to outstanding options. Since June 7, 2004, the date the options were modified, the Company has estimated and recognized compensation expense of approximately $145 based on its historical option forfeiture rate. This liability may be adjusted in future periods based on actual experience and changes in management assumptions. For pro forma disclosure requirements under SFAS 148, the Company recognized approximately $4,562 of stock-based compensation during fiscal year 2005 for all options whose vesting was accelerated.

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8. DEBT

Debt consists of the following:

	As of
	September30, 2005	April1, 2005
2.25% convertible senior notes	$150,000	$150,000
Revolving line of credit	27,256	25,000
Capital lease obligations	1,643	--
Total debt	178,899	175,000
Less: Current portion of long-term debt	27,786	--
Long-term debt	$151,113	$175,000

Revolving Line of Credit

The Company maintains an asset-based revolving line of credit (the “Credit Agreement”), which matures on June 30, 2010 and permits maximum borrowings of up to $200 million, which may be increased to $250 million at the Company’s discretion. Availability of borrowings (“Availability”) depends upon a borrowing base calculation consisting of accounts receivable and inventory, subject to satisfaction of certain eligibility requirements less any outstanding letters of credit. Borrowings under the revolving line of credit bear interest at the Bank’s prime rate plus an applicable margin based on Availability, or at LIBOR plus an applicable margin based on Availability. Additionally, the Credit Agreement bears interest at a fixed rate of 0.25% for any unused portion of the facility. Under the Credit Agreement, the Company and its subsidiaries are subject to certain covenants, including but not limited to, limitations on (i) paying dividends and repurchasing stock, (ii) selling or transferring assets, (iii) making certain investments including acquisitions, (iv) incurring additional indebtedness and liens, and (v) annual capital expenditures. However, these covenants may not apply if the Company maintains sufficient Availability under the credit facility. Borrowings under the revolving line of credit are anticipated to fund future requirements for working capital, capital expenditures, acquisitions, and the issuance of letters of credit. Although the Credit Agreement expires on June 30, 2010, the revolving line of credit is classified as a current liability in accordance with Emerging Issues Task Force No. 95-22, Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a Subjective Acceleration Clause and a Lock-Box Arrangement. The Company is not obligated to repay or refinance amounts outstanding under the revolving line of credit until June 30, 2010.

As of September 30, 2005, the Company had outstanding borrowings of $27,000 and outstanding letters of credit in the amount of $256. After reducing Availability for outstanding borrowings and letter of credit commitments, the Company had sufficient assets based on eligible accounts receivable and inventory to borrow up to $172.4 million (excluding the additional increase of $50 million) under the revolving line of credit. The average daily interest rate, excluding debt issuance costs and unused line fees, for the three months ended September 30, 2005 and October 1, 2004 was 3.40% and 3.26%, respectively. The average daily interest rate, excluding debt issuance costs and unused line fees, for the six months ended September 30, 2005 and October 1, 2004 was 3.84% and 3.82%, respectively.

From time-to-time, the Company has amended the Credit Agreement to meet specific business objectives and requirements. The Credit Agreement, originally dated May 20, 2003, was amended on July 1, 2005. This amendment (i) extended the term of the agreement to June 30, 2010, (ii) created a feature to expand and increase the maximum borrowings to $250 million at the discretion of the Company, (iii) increased the advance rates for accounts receivable and inventory, (iv) eased the covenant restrictions described above when excess Availability is greater than $50 million, (v) implemented a fixed charge coverage ratio covenant when Availability is less than $40 million, (vi) set the determination of applicable margin level for Base Rate loans and LIBOR loans to Availability rather than a funded debt to earnings before interest, taxes, depreciation and amortization ratio, (vii) reduced the unused line fee from 0.375% to 0.25%, and (viii) increased the letter of credit sub-facility from $15 million to $20 million.

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Capital Lease Obligations

The Company leases various equipment under thirty-nine month leases at an aggregate annual rental of approximately $564. The equipment has been capitalized at its fair market value of $1,672, which approximates the present value of the minimum lease payments. The following table is a schedule by year of future minimum lease payments under capital leases, together with the present value of the net minimum lease payments as of September 30, 2005.

Fiscal Year:
2006 (remaining 6 months)	$	332
2007		564
2008		564
2009		329
Total minimum lease payments		1,789
Less: amount representing interest		146
Present value of net minimum lease payments	$	1,643

9. SEGMENT INFORMATION

The Company’s reportable segments are strategic businesses that offer different products to different segments of the healthcare industry, and are the basis on which management regularly evaluates the Company. These segments are managed separately because of different customers and products. See Note 1, Background and Basis of Presentation, for descriptive information about the Company’s operating segments. The Company primarily evaluates the operating performance of its segments based on net sales and income from operations. Corporate Shared Services allocates amounts to the two operating segments for general corporate overhead costs and intercompany interest expense. The corporate overhead allocation is generally proportional to the revenues of each operating segment. Intercompany interest is allocated based on (i) an internally calculated carrying value of historical capital used to acquire or develop the operating segments’ operations and (ii) budgeted operating cash flow. The following table presents financial information about the Company’s business segments:

	For the Three Months Ended						For the Six Months Ended
	September 30, 2005			October1, 2004			September 30, 2005			October1, 2004
NET SALES:
Physician Business	$	255,422		$	237,370		$	505,965		$	454,075
Elder Care Business		130,397			126,897			266,982			240,552
Total net sales	$	385,819		$	364,267		$	772,947		$	694,627
INCOME FROM OPERATIONS:
Physician Business	$	17,574		$	14,578		$	31,844		$	26,129
Elder Care Business		4,257			6,112			7,889			10,445
Corporate Shared Services		(5,020	)		(4,293	)		(8,558	)		(8,803	)
Total income from operations	$	16,811		$	16,397		$	31,175		$	27,771

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	As of
	September 30, 2005	April1, 2005
ASSETS:
Physician Business	$350,897	$314,437
Elder Care Business	258,687	257,024
Corporate Shared Services	79,471	74,897
Total assets	$689,055	$646,358

10. COMMITMENTS AND CONTINGENCIES

Settlement of Litigation

In May, 1998, the Company and certain of its current and former officers and directors were named as defendants in a securities class action lawsuit entitled Jack Hirschv. PSS World Medical, Inc., et al., Civil Action No. 3:98-CV 502-J-32TEM. On September 9, 2005, the parties filed a Joint Motion for Preliminary Approval of Class Action Settlement, which reflected the settlement reached by all the parties to the litigation for a cash payment of $16.5 million, of which approximately $13.2 million will be recovered through existing insurance policies. A $3.3 million pre-tax reserve to cover the uninsured losses relating to this matter has been recorded in the accompanying balance sheet as of September 30, 2005. A hearing on the Joint Motion for Preliminary Approval of Class Action Settlement was held on October 7, 2005. The final fairness hearing has been set for December 20, 2005. The lawsuit alleged that the defendants engaged in violations of Sections 14(a) and 20(a) of the Securities Exchange Act and SEC Rule 14a-9. The allegations referenced a decline in the Company’s stock price following an announcement by the Company in May 1998 regarding the Gulf South Medical Supply, Inc. merger.

The Company is also a party to various other legal and administrative proceedings and claims arising in the normal course of business. While any litigation contains an element of uncertainty, the Company, after consultation with outside legal counsel, believes that the outcome of such other proceedings or claims which are pending or known to be threatened will not have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations.

The Company has various insurance policies, including product liability insurance, covering risks and in amounts it considers adequate. In many cases in which the Company has been sued in connection with products manufactured by others, the Company is provided indemnification by the manufacturer. There can be no assurance that the insurance coverage maintained by the Company is sufficient or will be available in adequate amounts or at a reasonable cost, or that indemnification agreements will provide adequate protection for the Company.

Commitments and Other Contingencies

The Company has employment agreements with certain executive officers which provide that in the event of their termination or resignation, under certain conditions, the Company may be required to pay severance to the executive officers in amounts ranging from one-fourth to two times their base salary and target annual bonus. In the event that a termination or resignation follows or is in connection with a change in control, the Company may be required to pay severance to the executive officers in amounts ranging from three-fourths to three times their base salary and target annual bonus. The Company may also be required to continue welfare benefit plan coverage for the executive officers following a termination or resignation for a period ranging from three months to three years.

If the Physician Business or the Elder Care Business were to terminate a contract with a private label vendor for any reason, the Company may be required to purchase the remaining inventory of private label products from the vendor, provided that, in no event would the Company be required to purchase quantities of such products which exceed the aggregate amount of such products ordered by the Company in the ninety day period immediately preceding the date of termination. As of September 30, 2005, the Company has not terminated any contracts with a private label vendor that had a material impact to the Company’s results of operations and financial condition.

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11. NOTES RECEIVABLE

The Company has two notes receivable (the “Loans”) outstanding from its former chairman and chief executive officer, which bear interest at the applicable Federal rate for long-term obligations. One Loan is unsecured and the other Loan is secured by a split-dollar life insurance policy. During fiscal year 2003, the Company recorded an allowance for doubtful accounts of $2,939 against the unsecured Loan. On June 30, 2005, the Company received a cash interest payment of $278 that was due on the unsecured Loan. As of September 30, 2005, there were no past due principal or interest payments outstanding under the Loans. As part of the Company’s ongoing review of the realization of the Loans, the Company determined during the three months ended July 1, 2005 that the allowance for doubtful accounts of $2,939, or $1,825 net of income taxes, was no longer required for the unsecured loan.

12. DISCONTINUED OPERATIONS

On September 26, 2002, the Company’s Board of Directors adopted a plan to dispose of the Imaging Business, reflecting a strategic decision by management to focus the Company’s efforts on its Physician and Elder Care Businesses. Accordingly, the results of operations of the Imaging Business and the loss on disposal of discontinued operations were classified as “discontinued operations” in accordance with SFAS 144. On November 18, 2002, the Company completed the sale of the DI to Imaging Acquisition Corporation (the “Buyer”), a wholly owned subsidiary of Platinum Equity, LLC, a private equity firm (“Platinum”). The sale was completed pursuant to a Stock Purchase Agreement, dated as of October 28, 2002, among the Company, the Buyer, and Platinum, as amended on November 18, 2002 (the “Stock Purchase Agreement”). Under the Stock Purchase Agreement, the purchase price was $45,000 less (i) an adjustment for any change in net asset value from the initial net asset value target date and (ii) an adjustment for any change in the net cash from the initial net cash target date (collectively “Purchase Price”).

On March 14, 2003, the Company received a letter from the Buyer claiming a Purchase Price adjustment of $32,257. The claimed Purchase Price adjustment was based on an accounting of the net asset statement as of the closing date, which was delivered to the Buyer in January 2003. Pursuant to the terms of the Stock Purchase Agreement, the matter was referred to an independent accounting firm of national reputation for arbitration. Subsequent to March 14, 2003, the Buyer provided an adjusted claim to the arbitrator claiming a purchase price adjustment of $28,222. During the three months ended June 30, 2004, the arbitrator ruled in favor of the Buyer for a purchase price adjustment of $1,821. As a result of the final ruling from the arbitrator, the Company paid approximately $4,279 of settlement costs to the Buyer during fiscal year 2005. During the settlement process, management estimated the net asset adjustment based on available information and revised its estimate on a quarterly basis, if needed. The cash proceeds received during fiscal year 2003 were reduced by approximately $10,219 for transaction and settlement costs that were paid during fiscal years 2005, 2004, and 2003. Approximately $4,854 of transaction and settlement costs were paid during the six months ended October 1, 2004.

The pretax loss on disposal of discontinued operations recorded during the six months ended October 1, 2004 represented (i) a true-up of management’s estimated net asset adjustment to the actual net asset adjustment as indicated in the arbitrator’s final ruling of $1,821, (ii) interest of $458, and (iii) legal and professional fees of $471. The loss on disposal of discontinued operations for the three and six months ended September 30, 2005 and October 1, 2004 is as follows:

	For the Three Months Ended		For the Six Months Ended
	September 30, 2005	October1, 2004	September 30, 2005	October1, 2004
Pretax loss on disposal of discontinued operations	$--	$--	$--	$(2,750)
Benefit for income taxes	--	--	--	1,042
Loss on disposal of discontinued operations	$--	$--	$--	$(1,708)

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13. SUBSEQUENT EVENT

On October 31, 2005, the Company acquired certain assets and assumed certain liabilities of Clinical Support Services, Inc. (“CSSI”), a California-based medical billing and recovery services company offering services to facilities-based healthcare providers in California. As part of the Elder Care Business, CSSI will continue to focus on growth of its medical billing services programs within California and will be integrated into the Part B billing operations based in Tennessee.

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ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE COMPANY

PSS World Medical, Inc. (the “Company” or “PSSI”), a Florida corporation which began operations in 1983, is a specialty marketer and distributor of medical products, equipment, and pharmaceutical related products to alternate-site healthcare providers including physician offices, long-term care facilities, and home care providers through 41 full-service distribution centers and 3 redistribution facilities that are shared between the Physician and Elder Care Businesses, which serve all 50 states throughout the United States. PSSI is a leader in the two market segments it serves as a result of value-added, solution-based marketing programs, a customer differentiated distribution and service model, a consultative sales force with extensive product knowledge, unique arrangements with product manufacturers, innovative information systems, and a culture of performance. The Company is focused on improving business operations and management processes, maximizing its core distribution capability and efficiency, and developing and implementing innovative marketing strategies. In addition, the Company has recently made several acquisitions to broaden its reach and leverage its infrastructure and may continue to make acquisitions in the future.

The Company currently conducts business through two operating segments, the Physician Business and the Elder Care Business. These strategic segments serve a diverse customer base. Historically, the Company conducted business under a third operating segment, the Imaging Business. On November 18, 2002, the Company completed the sale of the Imaging Business, or the Diagnostic Imaging, Inc. subsidiary (“DI”), a distributor of medical diagnostic imaging supplies, chemicals, equipment, and services to the acute and alternate-care markets in the United States of America.

EXECUTIVE OVERVIEW

There were three major events that took place during the three months ended September 30, 2005: the disruption from Hurricanes Katrina and Rita, the settlement of the class action lawsuit entitled Jack Hirschv. PSS World Medical, Inc., and the acquisition of Southern Anesthesia & Surgical, Inc.

Hurricanes Katrina and Rita

During the second quarter of fiscal year 2006, Hurricanes Katrina and Rita struck Florida and the Gulf Coast region of the United States, causing significant interruptions to both the Physician and Elder Care Businesses and severe damage to the Physician Business’ full-service distribution center located in New Orleans, Louisiana. The Company’s operations throughout the affected areas have been and continue to be negatively impacted by the hurricanes and their aftermath. Additionally, the Company has experienced increased costs since the hurricanes, such as higher fuel prices, increased freight expenses, and employee assistance expenses.

The Company has made every effort to reposition assets and employees from the New Orleans distribution center to other locations while maintaining our level of service to our customers. The New Orleans distribution center is expected to re-open during the third quarter of fiscal 2006.

During the three months ended September 30, 2005, the Company recorded a charge of approximately $1.1 million ($0.7 million at the Physician Business, $0.3 million at the Elder Care Business, and $0.1 million at Corporate Shared Services) primarily related to (i) an estimated reserve for bad debts; (ii) an estimated reserve for the loss of inventory, net of insurance recoveries, and (iii) employee assistance expenses. Approximately $0.8 million of the charge was included in general and administrative expenses and the remainder was recorded in cost of goods sold. Management is continuing to evaluate the total impact to the Company of the hurricanes. Management intends to seek recovery of amounts from insurance providers for business interruption and other items, but at this time no recovery amounts have been recorded since the ultimate outcome of these claims is unknown.

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Settlement of the Class Action Lawsuit

On September 9, 2005, the Company and all other defendants reached an agreement with the plaintiff and the certified class of persons who held Company common stock on March 26, 1998 to settle all claims alleged in the class action lawsuit entitled Jack Hirschv. PSS World Medical, Inc., et al., Civil Action No. 3:98-CV 502-J-32TEM. The settlement agreement between the plaintiffs, the Company, and the other defendants requires the Company to make an aggregate payment of $16.5 million into a settlement fund (the “Settlement Fund”) to be used, among other things, to pay the fees and expenses of plaintiffs’ counsel, the costs of administering the Settlement Fund, and the plaintiffs. Approximately $13.2 million of the $16.5 million will be recovered through existing insurance policies. The Company had previously established a $2.6 million pre-tax reserve to cover potential uninsured losses relating to this matter in previous periods and recorded a charge of approximately $0.8 million during the three months ended September 30, 2005 to cover the remaining liability related to the settlement and legal fees.

Acquisition of Southern Anesthesia & Surgical, Inc.

On September 30, the Physician Business acquired all of the outstanding common stock of Southern Anesthesia & Surgical, Inc. (“SAS”). Under the terms of the stock purchase agreement, the Company made a joint election with the seller to treat the transaction as a purchase of assets in accordance with Section 338(h)(10) of the Internal Revenue Code. The maximum aggregate purchase price is approximately $34.0 million subject to certain adjustments as set forth in the purchase agreement, of which approximately $31.0 million was paid in cash at closing. SAS distributes controlled and non-controlled pharmaceuticals and medical supplies to office-based physicians and surgery centers in all 50 states. SAS’ expertise in the distribution of controlled pharmaceutical products strengthens the Physician Business’ sales force, accelerates the penetration into the pharmaceutical market segment, improves the service offering to the physician customers, and will increase the Physician Business’ overall competency and effectiveness in serving the pharmaceutical market.

OPERATING HIGHLIGHTS AND TRENDS

The following tables set forth certain financial information by business segment. All dollar amounts presented below are in thousands unless otherwise indicated.

	Annualized
	September 30, 2005	October 1, 2004
Days Sales Outstanding:(a)
Physician Business	42.0	43.3
Elder Care Business	60.6	59.4
Days On Hand:(b)
Physician Business	45.3	42.9
Elder Care Business	37.8	32.0
Days in Accounts Payable:(c)
Physician Business	42.2	40.6
Elder Care Business	25.2	25.2
Cash Conversion Days:(d)
Physician Business	45.1	45.6
Elder Care Business	73.2	66.2
Inventory Turnover:(e)
Physician Business	8.0x	8.4x
Elder Care Business	9.5x	11.3x

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(a) Days sales outstanding (“DSO”) is average accounts receivable divided by average daily net sales. Average accounts receivable is the sum of accounts receivable, net of the allowance for doubtful accounts, at the beginning and end of the most recent four quarters divided by five. Average daily net sales are net sales for the most recent four quarters divided by 360. SAS accounts receivable balance of approximately $1.4 million as of September 30, 2005 has been excluded from this calculation.

(b) Days on hand (“DOH”) is average inventory divided by average daily cost of goods sold (“COGS”). Average inventory is the sum of inventory at the beginning and end of the most recent four quarters divided by five. Average daily COGS is COGS for the most recent four quarters divided by 360. SAS inventory balance of approximately $3.9 million as of September 30, 2005 has been excluded from this calculation.

(c) Days in accounts payable (“DIP”) is average accounts payable divided by average daily COGS. Average accounts payable is the sum of accounts payable at the beginning and end of the most recent five quarters divided by five. SAS accounts payable balance of approximately $3.8 million as of September 30, 2005 has been excluded from this calculation.

(d) Cash conversion days is the sum of DSO and DOH, less DIP.

(e) Inventory turnover is 360 divided by DOH.

NET SALES

	For the Three Months Ended				For the Six Months Ended
(dollars in millions)	September30, 2005	October1, 2004	Increase	Percent Change	September30, 2005	October1, 2004	Increase	Percent Change
Physician Business	$255.4	$237.3	$18.1	7.6%	$505.9	$454.1	$51.8	11.4%
Elder Care Business	130.4	126.9	3.5	2.8%	267.0	240.5	26.5	11.0%
Total Company	$385.8	$364.2	21.6	5.9%	$772.9	$694.6	$78.3	11.3%

The comparability of net sales period over period is impacted by the number of selling days in each period. The three months ended September 30, 2005 and October 1, 2004 consisted of 63 and 65 selling days, respectively. The six months ended September 30, 2005 and October 1, 2004 consisted of 127 selling days. The following table summarizes same day sales results period over period:

	For the Three Months Ended			For the Six Months Ended
(dollars in millions)	September30, 2005	October1, 2004	Percent Change	September30, 2005	October1, 2004	Percent Change
Physician Business	$4.0	$3.6	11.0%	$4.0	$3.6	11.4%
Elder Care Business	2.1	2.0	6.0%	2.1	1.9	11.0%
Total Company	$6.1	$5.6	9.3%	$6.1	$5.5	11.3%

Physician Business

Net sales continued to be positively impacted by the Advantage Club, Rx Extreme, and Can-Do revenue growth programs that were launched in June 2003 to increase the sale of consumable products, pharmaceutical products, and equipment, respectively. The following table summarizes the increase or decrease in net sales by type period over period.

	For the Three Months Ended						For the Six Months Ended
	September30, 2005		October1, 2004		Growth Rate		September30, 2005		October1, 2004		Growth Rate
Consumable products:
Branded products	$	140.0	$	132.2	5.9	%	$	280.1	$	255.8	9.5	%
Private label products		23.3		21.2	10.0	%		46.4		40.4	14.9	%
Pharmaceutical products		46.5		40.6	14.5	%		92.4		75.6	22.2	%
Equipment		37.0		34.5	7.3	%		69.5		64.3	8.0	%
Immunoassay sales		7.5		8.0	(5.8	)%		15.6		16.4	(4.5	)%
Other		1.1		0.8	28.9	%		2.0		1.6	22.3	%
Total	$	255.4	$	237.3	7.6	%	$	506.0	$	454.1	11.4	%

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The following table compares the product sales mix period over period:

	For the Three Months Ended		For the Six Months Ended
	September30, 2005	October1, 2004	September30, 2005	October1, 2004
Consumable products and immunoassay sales	67.1%	68.2%	67.9%	69.1%
Pharmaceutical products	18.3%	17.2%	18.3%	16.7%
Equipment	14.6%	14.6%	13.8%	14.2%
Total	100.0%	100.0%	100.0%	100.0%

Over the last fiscal year, the Physician Business’ sales mix changed due to management’s focus on growing pharmaceutical product sales by establishing the Rx Extreme revenue growth program.

Elder Care Business

The Elder Care Business continues to implement strategies to diversify its revenue sources and customers through expansion into the home care market and other non-facilities based care and equipment providers. The increase in net sales reflects the execution of these business strategies and industry trends. Net sales were also impacted by the continued implementation of the following innovative Elder Care customer specific solution programs: ANSWERS, ANSWERS Housekeeping (“ANSWERS HK”), ANSWERS Home Medical Equipment (“ANSWERS HME”), ANSWERS Plus, Partners in Efficiency (“P.I.E.”), Fast Accurate Supply Technology (“F.A.S.T”), and AccuSCAN. The following table summarizes the increase or decrease in net sales by type period over period.

	For the Three Months Ended						For the Six Months Ended
	September30, 2005		October1, 2004		Growth Rate		September30, 2005		October1, 2004		Growth Rate
Nursing home and assisted living facilities:
National accounts	$	28.8	$	33.4	(13.8	)%	$	61.9	$	63.0	(1.8	)%
Regional accounts		27.6		28.5	(3.0	)%		56.5		53.4	6.0	%
Independent accounts		37.6		34.4	9.1	%		76.7		66.3	15.7	%
Subtotal		94.0		96.3	(2.4	)%		195.1		182.7	6.8	%
Home care		32.8		27.3	20.3	%		64.2		51.9	23.7	%
Billing services		2.3		2.1	9.6	%		5.2		3.7	38.0	%
Other		1.3		1.2	6.8	%		2.5		2.2	13.2	%
Total	$	130.4	$	126.9	2.8	%	$	267.0	$	240.5	11.0	%

The growth in net sales to regional and independent skilled nursing home facilities primarily resulted from acquisitions, new customers, increased penetration in existing customer facilities, and the introduction of new product lines. The growth in net sales to providers of home care services is a result of the Company’s continuing focus to diversify its revenue sources and customers.

The decline in net sales to national accounts is primarily a result of the discontinuation of a large national chain customer’s medical supply contractual relationship, effective June 23, 2005, offset by increased penetration in existing customer facilities. Net sales during the three and six months ended September 30, 2005 decreased approximately $6.5 million and $7.2 million, respectively, as a result of the loss of this national chain customer during fiscal year 2006. The trailing twelve months of net sales to this customer was approximately $27.0 million. Nursing home divestitures may continue to impact net sales during fiscal year 2006 as large, national chain customers may continue to divest facilities located in states with high malpractice claims, high insurance costs, and litigation exposure. Furthermore, ownership changes of national chain customers may impact net sales in future periods where the acquirer t of an existing customer may not have a previous relationship with the Company.

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The following table compares the customer segment sales mix quarter over quarter:

	For the Three Months Ended		For the Six Months Ended
	September30, 2005	October1, 2004	September30, 2005	October1, 2004
Nursing home and assisted living facilities:
National accounts	22.9%	27.1%	24.0%	27.0%
Regional accounts	22.0%	23.2%	22.0%	22.9%
Independent accounts	29.7%	28.0%	29.7%	28.3%
Subtotal	74.6%	78.3%	75.7%	78.2%
Home care	25.4%	21.7%	24.3%	21.8%
Total	100.0%	100.0%	100.0%	100.0%

The customer segment sales mix has been impacted by strategic initiatives that are being implemented to increase sales to independent and regional accounts while increasing the account penetration and sales in the home care market, a strategy to mitigate the impact of large, national chain customer divestitures. Net sales period over period were also positively impacted by a business combination consummated during fiscal year 2005. As a result of this business combination, approximately $10.5 million and $21.4 million of additional net sales were recognized during the three and six months ended September 30, 2005 compared to the three and six months ended October 1, 2004. 

GROSS PROFIT

	For the Three Months Ended					For the Six Months Ended
	September30, 2005		October1, 2004			September30, 2005		October1, 2004
(dollars in millions)	Amount	% of Net Sales	Amount	% of Net Sales	Increase	Amount	% of Net Sales	Amount	% of Net Sales	Increase
Total Company	$112.3	29.1%	$105.3	28.9%	$7.0	$222.8	28.8%	$201.1	29.0%	$21.7

Physician Business

Gross profit dollars increased primarily due to the growth in net sales discussed above. Gross profit as a percentage of net sales decreased approximately 15 basis points and 62 basis points during the three and six months ended September 30, 2005, respectively, compared to the same period in the prior year. This change is primarily a result of a change in sales mix offset by an increase in vendor incentives earned of approximately $0.5 million and $1.5 million during the three and six months ended September 30, 2005, respectively. Gross margin on pharmaceutical product and diagnostic equipment sales is typically lower than the gross margin on consumable products. Gross profit as a percentage of net sales may decrease in future periods due to an expected increased sales volume of pharmaceutical products and diagnostic equipment. However, the Company’s global sourcing strategy is expected to improve its cost competitiveness and increase its gross margins on certain products.

Elder Care Business

Gross profit dollars increased primarily due to the growth in net sales discussed above. Gross profit as a percentage of net sales increased approximately 60 basis points and 75 basis points during the three and six months ended September 30, 2005, respectively, compared to the same period in the prior year. This change is primarily due to replacing lower margin sales to larger accounts with higher margin sales to smaller accounts. In addition, ancillary billing service revenues have increased which typically generate higher gross profit margins. Furthermore, vendor incentives increased approximately $0.8 million and $1.9 million during the three and six months ended September 30, 2005, respectively, as a result of the revenue growth and changes in contract terms with vendors. Gross profit as a percentage of net sales may continue to increase in future periods as a result of net sales growth in ancillary billing services. In addition, the Company’s global sourcing strategy is expected to improve its cost competitiveness and increase its gross margins on certain products.

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GENERAL AND ADMINISTRATIVE EXPENSES

	For the Three Months Ended					For the Six Months Ended
	September30, 2005		October1, 2004			September30, 2005		October1, 2004
(dollars in millions)	Amount	% of Net Sales	Amount	% of Net Sales	Increase	Amount	% of Net Sales	Amount	% of Net Sales	Increase (Decrease)
Physician Business(a)	$38.1	14.9%	$37.2	15.7%	$0.9	$77.0	15.2%	$72.9	16.0%	$4.1
Elder Care Business(a)	25.9	19.9%	22.8	18.0%	3.1	53.9	20.2%	43.5	18.1%	10.4
Corporate Shared Services(b)	5.3	1.4%	4.3	1.2%	1.0	8.7	1.1%	8.8	1.3%	(0.1)
Total Company(b)	$69.3	18.0%	$64.3	17.1%	$5.0	$139.6	18.1%	$125.2	18.0%	$14.4
(a)    General and administrative expenses as a percentage of net sales is calculated based on divisional net sales. (b)    General and administrative expenses as a percentage of net sales is calculated based on consolidated net sales.

General and administrative expenses are primarily impacted by cost to deliver, which represents all costs associated with the transportation and delivery of products to customers. The following table summarizes cost to deliver as a percentage of net sales period over period.

	For the Three Months Ended		For the Six Months Ended
	September30, 2005	October1, 2004	September30, 2005	October1, 2004
Physician Business	3.0%	2.9%	3.0%	3.0%
Elder Care Business	4.7%	4.3%	4.6%	4.2%

Physician Business

General and administrative expenses as a percentage of net sales decreased 80 basis points during the three and six months ended September 30, 2005 compared to the same period in the prior year. This percentage decrease is attributable to (i) leveraging the net sales growth across various fixed costs, (ii) management focusing on identifying ways to reduce its cost to deliver, and (iii) optimizing routes and shipments between distribution centers as well as leveraging net sales growth across transportation and delivery costs. This percentage decrease was offset by an increase in cost to deliver as a result of an increase in fuel costs related to the Company’s fleet of leased delivery vehicles and fuel surcharges from third parties. Management anticipates that rising fuel costs may continue to negatively impact gross margin, the cost to deliver, or expected improvements in cost to deli ver during the remainder of fiscal year 2006. Changes in the other components of general and administrative expenses remained relatively constant period over period. However, there was an increase in the corporate overhead allocation from Corporate Shared Services (refer to discussion below under Corporate Shared Services).

Elder Care Business

General and administrative expenses as a percentage of net sales increased 190 basis points and 210 basis points during the three and six months ended September 30, 2005, respectively, compared to the same period in the prior year. This percentage increase is attributable to significant increases in fuel costs related to the Company’s fleet of leased delivery vehicles and fuel surcharges from third parties. Management anticipates that rising fuel costs may continue to negatively impact gross margin, the cost to deliver, or expected improvements in cost to deliver during the remainder of fiscal year 2006.

Changes in other general and administrative expenses remained relatively constant during the three months ended September 30, 2005 compared to the same period in the prior year. However, there was an increase in the corporate overhead allocation from Corporate Shared Services (refer to discussion below under Corporate Shared Services).

Changes in other general and administrative expenses during the six months ended September 30, 2005 compared to the six months ended October 1, 2004 increased primarily due to the acquisition consumated during fiscal year 2005 including, (i) increased bad debt expense of approximately $1.0 million, (ii) increased salary, incentive compensation, and payroll tax expenses of approximately $1.1 million due to additional

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employees and general wage increases, (iii) an increase in the corporate overhead allocation from Corporate Shared Services (refer to discussion below under Corporate Shared Services), and (iv) an increase in amortization of intangible assets of approximately $0.5 million as a result of the acquisition consummated during the third quarter of fiscal year 2005.

Corporate Shared Services

General and administrative expenses during the three months ended September 30, 2005 compared to the three months ended October 1, 2004 increased primarily due to (i) an increase in medical insurance costs of approximately $1.1 million, (ii) an increase of approximately $0.8 million to the reserve for the settlement of an outstanding litigation matter, and (iii) an increase in salary expenses and incentive compensation of approximately $0.7 million due to additional employees and general wage increases, offset by (iv) an increase in corporate overhead to support the divisional net sales growth and other strategic initiatives. Such strategic initiatives include: global product sourcing, expansion of the corporate headquarters facility, increased training of employees, continued enhancement and implementation of various modules of the JD Edwards XE®, and various information technology related projects.

General and administrative expenses during the six months ended September 30, 2005 compared to the six months ended October 1, 2004 decreased slightly primarily due to (i) an increase in corporate overhead allocations to support the divisional net sales growth and other strategic initiatives discussed above and (ii) the reversal of the allowance for doubtful accounts of approximately $3.2 million related to an outstanding note receivable from the former chairman and chief executive officer of the Company, offset by (iii) an increase of approximately $2.4 million to the reserve for the settlement of an outstanding litigation matter, (iv) an increase in salary expenses and incentive compensation of approximately $2.0 million due to additional employees and general wage increases, and (v) an increase in medical insurance costs of approximately $1.8 million. Excluding the effect of the reversal of the allowance for doubtful accounts, general and administrative expenses as a percentage of consolidated net sales remained relatively constant period over period.

SELLING EXPENSES

	For the Three Months Ended					For the Six Months Ended
	September30, 2005		October1, 2004			September30, 2005		October1, 2004
(dollars in millions)	Amount	% of Net Sales	Amount	% of Net Sales	Increase	Amount	% of Net Sales	Amount	% of Net Sales	Increase
Physician Business	$21.4	8.4%	$20.2	8.5%	$1.2	$42.3	8.4%	$39.5	8.7%	$2.8
Elder Care Business	4.8	3.7%	4.4	3.4%	0.4	9.7	3.6%	8.6	3.6%	1.1
Total Company	$26.2	6.8%	$24.6	6.8%	$1.6	$52.0	6.7%	$48.1	6.9%	$3.9

Overall, the change in selling expenses is primarily attributable to an increase in commission expense due to the growth in net sales discussed above. Commissions are generally paid to sales representatives based on gross profit dollars and gross profit as a percentage of net sales.

Physician Business

Selling expenses as a percentage of net sales decreased each period, which is primarily attributable to leveraging the net sales growth across certain fixed selling expenses. A portion of the decrease is also attributable to the change in the sales mix. Pharmaceutical product sales as a percentage of total sales increased each period. Commission rates on pharmaceutical product sales are generally lower as these sales generate lower gross profit margins.

Elder Care Business

Selling expenses as a percentage of net sales increased during the three months ended September 30, 2005 compared to the same period in the prior year primarily due to the loss of a national chain customer whose commission rates were typically lower than regional and independent customers. Selling expenses as a percentage of net sales increased during the six months ended September 30, 2005 compared to the same period in the prior year were relatively consistent period over period.

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INCOME FROM OPERATIONS

	For the Three Months Ended					For the Six Months Ended
	September30, 2005		October1, 2004			September30, 2005		October1, 2004
(dollars in millions)	Amount	% of Net Sales	Amount	% of Net Sales	Increase (Decrease)	Amount	% of Net Sales	Amount	% of Net Sales	Increase (Decrease)
Physician Business	$17.6	6.9%	$14.6	6.1%	$3.0	$31.8	6.3%	$26.1	5.8%	$5.7
Elder Care Business	4.2	3.3%	6.1	4.8%	(1.9)	7.9	3.0%	10.5	4.3%	(2.6)
Corporate Shared Services	(5.0)	--	(4.3)	--	(0.7)	(8.5)	--	(8.8)	--	0.3
Total Company	$16.8	4.4%	$16.4	4.5%	$0.4	$31.2	4.0%	$27.8	4.0%	$ 3.4

Income from operations for each business segment changed due to the factors discussed above.

INTEREST EXPENSE

The Company’s debt structure during the three and six months ended September 30, 2005 and October 1, 2004 consisted of the $150 million of 2.25% senior convertible notes and variable rate borrowings under its revolving line of credit agreement. The following table summarizes the interest rates applicable to the borrowings outstanding under the revolving line of credit agreement.

	For the Three Months Ended												For the Six Months Ended
(dollars in millions)	September 30, 2005			October 1, 2004			Increase (Decrease)			Percent Change			September 30, 2005			October 1, 2004			Increase (Decrease)			Percent Change
Total interest expense .	$	1.4		$	1.8			($ 0.4	)		(25.3	)%	$	2.9		$	3.8			($ 0.9	)		(23	.7)%
Capitalized interest	$	0.2			--		$	0.2			100.0	%	$	0.3			--		$	0.3			100	.0%
Weighted average
interest rate(a)		3.40	%		3.26	%		--			--			3.84	%		3.82	%		--			--
Average daily borrowings	$	25.3		$	27.9			($ 2.6	)		(9.4	)%	$	26.1		$	32.3			($ 6.2	)		(19	.2)%

(a) Interest rate excludes debt issuance costs and unused line fees.

The overall decrease in interest expense each period is primarily related to an overall decrease in outstanding borrowings and a reduction in the credit spread on variable rate borrowings under the revolving line of credit agreement.

OTHER INCOME

	For the Three Months Ended				For the Six Months Ended
(dollars in millions)	September30, 2005	October1, 2004	Increase	Percent Change	September30, 2005	October1, 2004	Increase	Percent Change
Total Company	$1.8	$0.3	$1.5	594.4%	$2.2	$0.6	$1.6	270.9%

Other income during the three and six months ended September 30, 2005 includes $1.4 million of one-time distributions resulting from the Company’s membership interest in the liquidation of a mutual holding company.

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PROVISION FOR INCOME TAXES

	For the Three Months Ended					For the Six Months Ended
	September30, 2005		October1, 2004			September30, 2005		October1, 2004
(dollars in millions)	Amount	Effective Rate	Amount	Effective Rate	Increase	Amount	Effective Rate	Amount	Effective Rate	Increase
Total Company	$6.5	37.7%	$6.1	41.2%	$0.4	$11.8	38.4%	$10.1	40.8%	$1.7

The increase in the provision for income taxes and the decrease in the effective rate are primarily attributable to an increase in the projected annual income from continuing operations before provision for income taxes.

During the three months ended December 31, 2004, the Company reached a settlement with the Appeals Office of the IRS regarding its audit findings for the fiscal years ended March 31, 2000 and March 30, 2001 and the refund claim. This settlement, which was subject to final review and approval by the Congressional Joint Committee on Taxation (“Joint Committee”), resulted in a reduction to the provision for income taxes of approximately $5.6 million. In October 2005, the Company received written notification that the Joint Committee has found no exception to the settlement agreement reached with the Appeals Office of the Internal Revenue Service. As a result, the results of operations of the Company during fiscal year 2006 are not expected to be materially impacted.

During the three months ended December 31, 2004, the IRS completed fieldwork on the audit of the Federal income tax returns for the fiscal years ended March 29, 2002 and March 28, 2003. The Company has appealed certain findings, which primarily related to timing of tax deductions, with the Appeals Office of the IRS. Management does not anticipate the results of the audit to have a material impact on the financial condition or consolidated results of operations of the Company.

LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS

During the six months ended October 1, 2004, the Company recorded a pretax loss on disposal of discontinued operations of approximately $2.7 million, which primarily related to the final arbitration settlement on the disputed net asset calculation between the Company and the buyer of the Imaging Business. The initial claim was for a purchase price adjustment of $32.3 million, based on an accounting of the net assets of the business as of the closing date, and was later reduced to $28.2 million. The loss on disposal of discontinued operations recorded during the three months ended June 30, 2004 represented (i) a true-up of management’s estimated net asset adjustment to the actual net asset adjustment as indicated in the arbitrator’s final ruling of $1.8 million, (ii) interest of $0.4 million, and (iii) legal and professional fees of $0.5 million, offset by a benefit for income taxes of $1.0 million.

The deferred tax asset that was recorded for the tax effect of the actual loss generated as a result of the sale of the Imaging Business was approximately $58.0 million at April 1, 2005. Under the terms of the stock purchase agreement, the Company made a joint election with the buyer to treat the transaction as a sale of assets in accordance with Section 338(h)(10) of the Internal Revenue Code.

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NET INCOME

	For the Three Months Ended				For the Six Months Ended
(dollars in millions)	September30, 2005	October1, 2004	Increase	Percent Change	September30, 2005	October1, 2004	Increase	Percent Change
Total Company	$10.8	$8.8	$2.0	22.9%	$18.9	$13.0	$5.9	45.7%

Net income for the six months ended October 1, 2004 included a charge of $1.7 million, net of the benefit for income taxes, related to the loss on disposal of discontinued operations. Otherwise, variances are due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources Highlights

(dollars in thousands)	For the Three Months Ended						For the Six Months Ended
	September30, 2005			October1, 2004			September30, 2005			October1, 2004
Cash Flow Information:
Net cash provided by operating activities	$	22,479		$	12,166		$	35,625		$	25,578
Net cash used in investing activities		(34,653	)		(13,559	)		(44,213	)		(20,748	)
Net cash provided by (used in) financing activities		5,804			(16,128	)		8,166			(18,167	)
Net decrease in cash and cash equivalents	$	(6,370	)	$	(17,521	)	$	(422	)	$	(13,337	)

(dollars in thousands)	As of
	September 30, 2005	April1, 2005
Capital Structure:
Debt	$178,899	$175,000
Cash and cash equivalents	(17,466)	(17,888)
Net debt	161,433	157,112
Shareholders’ equity	304,945	276,818
Total capital	$466,378	$433,930
Operational Working Capital:
Accounts receivable	$213,585	$217,350
Inventories	136,450	134,110
Accounts payable	(118,953)	(109,649)
	$231,082	$241,811

Cash Flows From Operating Activities

The primary components of net cash provided by operating activities consist of net income adjusted to reflect the effect of non-cash expenses and changes in operational working capital. Net cash provided by operating activities during the six months ended September 30, 2005 was impacted by an increase in overall operating profit as well as a reduction in operational working capital of approximately $8.5 million. Net cash provided by operating activities during the six months ended October 1, 2004 was impacted by an increase in overall operating profit which was partially offset by operational working capital needs of approximately $11.1 million to support net sales growth.

Cash flows from operating activities during the six months ended September 30, 2005 and October 1, 2004 reflect the Company’s utilization of $11.8 million (tax-effected) and $10.1 million (tax-effected), respectively, of net operating loss (“NOL”) carryforwards (primarily generated during fiscal year 2003 as a result of the

31

disposition of the Imaging Business) to offset cash payments due for Federal and state tax liabilities based on estimated taxable income. As of September 30, 2005, the Company has $7.7 million (tax-effected) of NOL carryforwards remaining and expects to utilize the remaining Federal NOL carryforward, as well as a portion of the remaining state NOL carryforwards, during fiscal year 2006. Cash flows from operating activities were also impacted by cash payments made or refunds received for Federal and state taxes. During the six months ended September 30, 2005 and October 1, 2004, the Company paid cash taxes, net of refunds, of approximately $5.0 million and $0.6 million, respectively, which primarily related to Federal and state estimated tax payments.

Cash Flows From Investing Activities

Net cash used in investing activities was primarily impacted by the following.

• Payments for business combinations, net of cash acquired, were $34.8 million and $1.8 million during the six months ended September 30, 2005 and October 1, 2004, respectively. During the six months ended September 30, 2005, the Physician Business acquired SAS. The aggregate purchase price was approximately $33.8 million (net of cash acquired of approximately $0.2 million) of which approximately $30.9 million was paid at closing. During fiscal year 2005, the Elder Care Business acquired certain assets and assumed certain liabilities of a long-term care medical supply distributor and ancillary billing service provider. The aggregate purchase price was approximately $26.9 million (net of cash acquired of approximately $0.4 million) of which approximately $22.7 million was paid during fiscal year 2005. The remaining purchase price of $4.1 million, which primarily related to meeting minimum revenue thresholds, was paid during the six months ended September 30, 2005. During fiscal year 2004, the Company completed three acquisitions with a total aggregate purchase price, net of cash acquired, of approximately $21.8 million, of which $19.3 million was paid in cash during fiscal year 2004. Approximately $1.7 million of purchase price, which related to an earn-out provision included in the purchase agreement, was paid during the six months ended October 1, 2004 and the remaining purchase price of $0.8 million is expected to be paid during fiscal year 2006.

• Capital expenditures totaled $9.2 million and $10.7 million during the six months ended September 30, 2005 and October 1, 2004, respectively, which primarily related to development and enhancement of the Company’s ERP system, electronic commerce platforms, and supply chain integration.

• Transaction and settlement costs related to the sale of the Imaging Business of approximately $4.9 million, was paid during the six months ended October 1, 2004.

Capital Resources and Outlook

The Company’s two primary sources of capital are the proceeds from the 2.25% convertible senior notes offering and the $200 million revolving line of credit, which may be increased to $250 million at the Company’s discretion. These instruments furnish the financial resources to support the business strategies of customer service and revenue growth. The revolving line of credit, which is an asset-based agreement, uses the Company’s working capital as collateral to support necessary liquidity. Over the long-term, the Company’s priorities for use of capital are internal growth, acquisitions, and repurchase of the Company’s common stock.

At September 30, 2005, the Company had outstanding borrowings of $25.2 million and outstanding letter of credit of $0.2 million. After reducing the availability for outstanding borrowings and letter of credit commitments, the Company had sufficient assets based on eligible accounts receivable and inventories to borrow up to $172.4 million (excluding the additional increase of $50 million) under the revolving line of credit.

The Credit Agreement, originally dated May 20, 2003, was amended on July 1, 2005. This amendment (i) extended the term of the agreement to June 30, 2010, (ii) created a feature to expand and increase the maximum borrowings to $250 million at the discretion of the Company, (iii) increased the advance rates for

32

accounts receivable and inventory, (iv) eased the covenant restrictions described above when excess availability is greater than $50 million, (v) implemented a fixed charge coverage ratio covenant when availability is less than $40 million, (vi) set the determination of applicable margin level for Base Rate loans and LIBOR loans to Availability rather than a funded debt to earnings before interest, taxes, depreciation and amortization ratio, (vii) reduced the unused line fee from 0.375% to 0.25%, and (viii) increased the letter of credit sub-facility from $15 million to $20 million.

As the Company’s business grows, its cash and working capital requirements will also continue to increase. The Company normally meets its operating requirements by maintaining appropriate levels of liquidity under its revolving line of credit and using cash flows from operating activities. The Company expects that the overall growth in the business will be funded through a combination of cash flows from operating activities, borrowings under the revolving line of credit, capital markets, and/or other financing arrangements. As of September 30, 2005, the Company has not entered into any material working capital commitments that require funding, other than the items discussed below and the obligations included in the future minimum obligation table below.

Based on prevailing market conditions, liquidity requirements, contractual restrictions, and other factors, the Company may seek to retire its outstanding equity through cash purchases and/or reduce its debt. The Company may also seek to issue additional debt or equity to meet its future liquidity requirements. Such transactions may occur in the open market, privately negotiated transactions, or otherwise. The amounts involved may be material.

Variable Interest Entity

In January 2005, the Company entered into a Sourcing Services Agreement (the “Sourcing Agreement”) with Tiger Specialty Sourcing Limited, Tiger Shanghai Specialty Sourcing Co. Ltd., and its principals (collectively “Tiger Medical”). The exclusive Sourcing Agreement focuses on two primary objectives – delivery of consistent, high-quality medical products and lowering the acquisition cost of those products. Subject to the terms and conditions of the Sourcing Agreement, the Company has agreed to purchase certain medical and other products from Chinese suppliers and manufacturers using the exclusive sourcing services of Tiger Medical. Pursuant to the terms of the Sourcing Agreement, the Company acquired a minority interest in Tiger Medical in January 2005 for $1.0 million. The Company ultimately has the right to increase its ownership interest in Tiger Medical to 100% during fiscal years 2006 through 2009 if certain performance targets are achieved. If at any time during the term of the Sourcing Agreement, the Company achieves the agreed-upon cost of goods savings target in any twelve-month period prior to achieving the agreed-upon sales target, then either party has the right to trigger an early buy-out of Tiger Medical by the Company. The total purchase price to be paid by the Company for 100% ownership of Tiger Medical ranges between $1.0 million and $32.5 million and depends on the satisfaction of certain performance targets. Cash payments made by the Company during fiscal years 2006 through 2008 for additional interests in Tiger Medical will be credited against the final purchase price to be paid by the Company.

Stock Repurchase Program

On June 8, 2004, the Company’s Board of Directors approved a stock repurchase program authorizing the Company, depending upon market conditions and other factors, to repurchase up to a maximum of 5% of its common stock, or approximately 3.2 million common shares, in the open market, in privately negotiated transactions, or otherwise. During the three months ended June 30, 2004, the Company repurchased approximately 0.3 million shares of common stock under this program at an average price of $10.74 per common share. During the three months ended October 1, 2004, the Company repurchased approximately 0.7 million shares of common stock under this program at an average price of $9.59 per common share. At September 30, 2005, approximately 2.2 million shares were available to repurchase under this program.

33

Future Minimum Obligations

In the normal course of business, the Company enters into obligations and commitments that require future contractual payments. The commitments primarily result from repayment obligations for borrowings under the revolving line of credit, as well as contractual lease payments for facility, vehicle, and equipment leases, and contractual payments under noncompetition agreements. The following table presents, in aggregate, scheduled payments under contractual obligations for the Physician Business, the Elder Care Business, and Corporate Shared Services (in thousands):

	Fiscal Years
	2006 (remaining 6 months)	2007	2008	2009	2010	Thereafter	Total
Revolving line of credit(a)	$     891	$1,850	$1,850	$1,850	$1,850	$27,463	$35,754
2.25% convertible senior notes	1,688	3,375	3,375	3,375	3,375	197,250	212,438
Letters of credit outstanding(b)	637	--	--	--	--	--	637
Operating lease obligations(c)	10,637	18,312	14,291	10,420	7,858	13,531	75,049
Capital lease obligations(d)	374	628	598	334	--	--	1,934
Noncompetition agreements	331	36	30	28	28	56	509
Purchase commitments(e)	--	55	--	--	--	--	55
Outstanding purchase price(f)	--	1,553	1,579	--	--	--	3,132
Total	$14,558	$25,809	$21,723	$16,007	$13,111	$238,300	$329,508

(a) The revolving line of credit is classified as a current liability in accordance with Emerging Issues Task Force No. 95-22, Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a Subjective Acceleration Clause and a Lock-Box Arrangement; however, the credit facility does not expire until June 30, 2010. The Company is not obligated to repay or refinance amounts outstanding under the revolving line of credit until June 30, 2010. Interest expense has been estimated using current level borrowings outstanding at current effective interest rates. Actual interest expense may differ due to changes in interest rates or levels of borrowings.

(b) The Company typically issues letters of credits with expirations of less than one year.

(c) Amounts represent contractual obligations for operating leases of the Company as of September 30, 2005. Currently, it is management’s intent to either renegotiate existing leases or execute new leases upon the expiration date of such agreements.

(d) Amounts include interest expense.

(e) If the Physician Business or the Elder Care Business were to terminate a contract with a private label vendor for any reason, the Company may be required to purchase the remaining inventory of private label products from the vendor, provided that, in no event would the Company be required to purchase quantities of such products which exceed the aggregate amount of such products ordered by the Company in a negotiated time period immediately preceding the date of termination. As of September 30, 2005, the Company has not terminated any contracts with a private label vendor that had a material impact to the Company’s results of operations and financial condition.

(f) Amounts represent additional consideration, including interest, to be paid to the sellers of SAS, net of any amounts payable to the Company in respect of indemnity claims that arise under the purchase agreement, at the earlier of the end of the indemnity period of 18 months or when all indemnity claims are resolved.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

There has been no material change in the Company’s Critical Accounting Policies, as disclosed in the Annual Report on Form 10-K for the fiscal year ended April 1, 2005 filed on June 15, 2005.

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RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1, Background and Basis of Presentation, for a discussion of recent accounting pronouncements and their impact on the Company’s financial condition and results of operations.

RISK FACTORS

Factors that may affect future results include those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 1, 2005 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The following reflects material changes to such disclosures during the six months ended September 30, 2005.

The distribution of controlled pharmaceutical products by the Physician Business is subject to review by Federal agencies.

On September 30, 2005, the Physician Business acquired SAS, a distributor controlled and non-controlled pharmaceuticals as well as medical supplies to office-based physicians and surgery centers in all 50 states. As a result, the Company must comply with the federal Drug Enforcement Administration (DEA) regulations when purchasing, handling or selling Schedule II, III, IV and V Drugs and List I Chemicals including ephedrine and Pseudoephedrine. The DEA conducts regular routine inspections of facilities holding DEA permits. Failure to comply with the regulations governing Scheduled Drugs and Listed Chemicals could subject the Company to adverse actions by its customers and suppliers and could subject the Company to substantial fines or penalties and other sanctions, including prohibiting the Company from purchasing, handling, and distributing such products. An adverse determination regarding the Company’s compliance with the DEA regulations relating to physical security, record-keeping and required reporting requirement, brought by either the government or a private individual, could have a material effect on the Company’s financial position and results of operations.

ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company believes there has been no material change in its exposure to market risk from that discussed in Item 7A in the Annual Report on Form 10-K for the fiscal year ended April 1, 2005 filed on June 15, 2005.

ITEM4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The Company‘s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company‘s disclosure controls and procedures (as defined in Exchange Act Rule 240.13a-15(c)) as of the end of the period covered by this report (the “Evaluation Date”). Based on the evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that the Company‘s current disclosure controls and procedures were effective at September 30, 2005 to provide reasonable assurance that information required to be disclosed by the Company in reports that it filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

In designing and evaluating the disclosure controls and procedures, Company management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitation in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PARTII--OTHER INFORMATION

ITEM1. LEGAL PROCEEDINGS

The Company and certain of its current and former officers and directors are named as defendants in a securities class action lawsuit entitled Jack Hirschv. PSS World Medical, Inc., et al., Civil Action No. 3:98-CV 502-J-32TEM. The action, which was filed in May 1998, is pending in the United States District Court for the Middle District of Florida, Jacksonville Division. The plaintiff initially alleged, for himself and for a purported class of similarly situated stockholders who purchased the Company’s stock between December 23, 1997 and May 8, 1998 that the defendants engaged in violations of certain provisions of the Securities Exchange Act, and Rule 10b-5 promulgated thereunder. The allegations reference a decline in the Company’s stock price following an announcement by the Company in May 1998 regarding the Gulf South Medical Supply, Inc. merger, which resulted in earnings below analysts’ expectations. In December 2002, the Court granted the Company’s motion to dismiss the plaintiff’s second amended complaint with prejudice with respect to the Section 10(b) claims. The plaintiffs filed their third amended complaint in January 2003 alleging claims under Sections 14(a) and 20(a) of the Exchange Act on behalf of a putative class of all persons who were shareholders of the Company as of March 26, 1998. In May 2003, the Court denied the defendants’ motion to dismiss. By order dated February 18, 2004, the Court granted plaintiffs’ motion for class certification. The parties all served motions for summary judgment and motions in limine to strike the opposing experts on May 11, 2005. Additional motions in limine to strike the defendants’ rebuttal experts were served on July 6, 2005. On September 9, 2005, the parties filed a Joint Motion for Preliminary Approval of Class Action Settlement, which reflected the settlement reached by all the parties to the litigation for a cash payment of $16.5 million, of which approximately $13.2 million will be recovered through existing insurance policies. A $3.4 million pre-tax reserve to cover the uninsured losses relating to this matter is accrued in the accompanying balance sheet as of September 30, 2005. A hearing on the Joint Motion for Preliminary Approval of Class Action Settlement was held on October 7, 2005, at which time the Court entered an Order Preliminarily Approving Settlement and Directing Notice to the Class. The final fairness hearing has been set for December 20, 2005.

See Note 10, Commitments and Contingencies, of this Quarterly Report on Form 10-Q and Item 3 of the Company’s Annual Report on Form 10-K for the fiscal year ended on April 1, 2005 filed on June 15, 2005.

ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On June 8, 2004, the Company’s Board of Directors approved a stock repurchase program authorizing the Company, depending upon market conditions and other factors, to repurchase up to a maximum of 5% of its common stock, or approximately 3.2 million common shares, in the open market, in privately negotiated transactions, or otherwise. The Company did not repurchase any stock during the three months ended September 30, 2005.

36

ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) In accordance with the Company’s notice and proxy statement dated July 8, 2004, the Company held its Annual Meeting of Stockholders on August 26, 2005. Holders of 60,859,101 shares of the Company’s common stock were present in person or by proxy representing approximately 93% of the Company’s 65,262,153 shares outstanding on the record date. The matters set forth in the paragraphs below were submitted to a vote of the Company’s stockholders.

(b) The following directors were elected to serve a three-year term of office until the 2008 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Of the 60,859,101 shares (1 vote per share) of common stock represented at the meeting, the directors were elected by the following votes:

	Votes Received
Name	For	Withheld	Abstentions	Broker Non-votes
Charles E. Adair	58,868,161	1,990,940	--	--
A. R. Carpenter	60,601,432	257,669	--	--
Stephen H. Rogers	60,361,905	497,196	--	--

ITEM6. EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K:

Exhibit Number	Description
10.1	Form of Restricted Stock Award Agreement
10.2	Employment Agreement, dated as of August 16, 2005, by and between the Company and Gary A. Corless.
21	List of Subsidiaries of PSS World Medical, Inc.
31.1	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a) Certification of the Chief Financial Officer
32.1	Section 1350 Certification of the Chief Executive Officer
32.2	Section 1350 Certification of the Chief Financial Officer

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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, in the City of Jacksonville, State of Florida, on November 9, 2005.

PSS WORLD MEDICAL, INC.
By:	/s/ David M. Bronson
	David M. Bronson Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

38

EX-10

Exhibit10.1

R E S T R I C T E D S T O C K A G R E E M E N T

Non-transferable

GRANT TO

Your Name

(“Grantee”)

by PSS World Medical, Inc. (the “Company”) of

***

shares of its common stock, $0.01 par value (the “Shares”)

pursuant to and subject to the provisions of the PSS World Medical, Inc. 1999 Long-Term Incentive Plan, as amended and restated, (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan.

Unless sooner vested in accordance with Section 3 of the Terms and Conditions, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following percentage of the Shares awarded hereunder, on the following respective dates; provided that Grantee is then still employed by the Company or any of its subsidiaries:

Grant Date: ****

Percentage of Shares	Date of Expiration of Restrictions
***	***
***	***
***	***

IN WITNESS WHEREOF, PSS World Medical, Inc., acting by and through its duly authorized officers, has caused this Agreement to be executed as of the Grant Date.

PSS WORLD MEDICAL, INC.

By:
	David M. Bronson

Executive Vice President and

Chief Financial Officer

TERMS AND CONDITIONS

1. Grant of Shares. The Company hereby grants to the Grantee named on page 1 hereof (“Grantee”), subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement (this “Agreement”), the number of shares indicated on page 1 hereof of the Company’s $0.01 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any subsidiary terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s common stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company. 3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”): (a)            the third anniversary of the Grant Date; provided Grantee is then still employed by the Company or any subsidiary; or (b)            the termination of Grantee’s employment by reason of Death, Disability or Retirement; or (c)            the occurrence of a Change in Control. 4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement between the registered owner of the shares represented hereby and PSS World Medical, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the offices of PSS World Medical, Inc.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares. 5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he may have under this Agreement, Grantee shall no longer have any rights as a stockholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends. 6. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company. 7. No Right of Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any subsidiary to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue employment. 8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election under Section 83(b) of the Code to be taxed as of the Grant Date. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its subsidiary will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind (including Shares hereunder) otherwise due to Grantee. 9. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested on the date of such amendment or termination. 10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. 11. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 12. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to PSS World Medical, Inc., 4345 Southpoint Blvd, Jacksonville, FL 32216, Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

EX-10

Exhibit 10.2

Level 2 Officer Agreement

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this sixteenth day of August, 2005 by and between PSS World Medical, Inc., a Florida corporation (hereinafter, the “Company” which term shall include the Company’s other subsidiaries, affiliates and successors), and Gary A. Corless (hereinafter, “Executive”).

BACKGROUND

The Company desires to engage Executive in the executive capacities set forth herein, in accordance with the terms and conditions of this Agreement. Executive is willing to serve as such in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Effective Date. This Agreement is effective as of August 16, 2005 (the “Effective Date”).

2.Employment. Executive is currently employed as the Chief Operating Officer of PSS World Medical, Inc. The purpose of this Agreement is to set forth the terms of Executive’s employment. Executive’s responsibilities under this Agreement shall be in accordance with the policies and objectives established by the Chief Executive Officer or the Board of Directors of the Company (the “Board”) and shall be consistent with the responsibilities of similarly situated executives of comparable companies in similar lines of business.

3.Employment Period. Unless earlier terminated herein in accordance with Section 7 hereof, Executive’s employment shall be for a three-year term (the “Employment Period”), beginning on the Effective Date. The Employment Period shall, without further action by Executive or the Company, be extended by an additional one-year period on each anniversary of the Effective Date; provided, however, that either party may, by notice to the other, cause the Employment Period to cease to extend automatically. Upon such notice, the Employment Period shall terminate upon the expiration of the then-current term, including any prior extensions. Notwithstanding the foregoing, if a Change in Control occurs the Employment Period shall be automatically extended through the later of (i) the third anniversary of the Change in Control, or (ii) the normal expiration of the then-current term, including any prior extensions.

4.Extent of Service. During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote his business time, attention, skill and efforts exclusively to the faithful performance of his duties hereunder; provided, however, that it shall not be a violation of this Agreement for Executive to (i) devote reasonable periods of time to charitable and community activities and, with the approval of the Company, industry or professional activities, and/or (ii) manage personal business interests and investments, so long as such activities do not materially interfere with the performance of Executive’s responsibilities under this Agreement.

5. Compensation and Benefits.

(a)Base Salary. During the Employment Period, the Company will pay to Executive a base salary in an amount not less than that in effect for Executive on the Effective Date (“Base Salary”), less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time. The Compensation Committee of the Board shall review Executive’s Base Salary annually and in its sole discretion, subject to approval of the Board, may increase Executive’s Base Salary from year to year. The annual review of Executive’s salary by the Board will consider, among other things, Executive’s own performance and the Company’s performance.

(b)Incentive, Savings and Retirement Plans. During the Employment Period, Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to level 2 officers of the Company and its affiliated companies (“Peer Executives”), and on the same basis as such Peer Executives.

(c)Welfare Benefit Plans. During the Employment Period, Executive and Executive’s family shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to Peer Executives.

(d)Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies to the extent applicable generally to Peer Executives.

(e)Fringe Benefits. During the Employment Period, Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Company and its affiliated companies in effect for Peer Executives.

6. Change in Control. A “Change in Control” shall mean:

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of either (i) 25% or more of the then outstanding shares of common stock of the Company (“Company Common Stock”), or (ii) securities of the Company representing 25% or more of the combined voting power of the then outstanding securities of the Company eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or any corporation controlled by the Company, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (c) of this definition); or

(b)Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(c)Consummation of a reorganization, merger or consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a corporation controlled by the Company, or the sale or other disposition of all or substantially all of the Company’s assets, or the acquisition by the Company of assets or stock of another corporation (any of such transactions, a “Business Transaction”), unless immediately following such Business Transaction, all of the following are true: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Business Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries, the “Surviving Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Transaction of the outstanding Company Common Stock and outstanding Company Voting Securities, as the case may be, and (ii) no Person (other than (x) the Company or any subsidiary of the Company, (y) the Surviving Corporation or its ultimate parent corporation, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) beneficially owns, directly or indirectly, 25% or more of the total common stock of the Surviving Corporation or 25% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Surviving Corporation, except to the extent that such ownership existed prior to the Business Transaction, and (iii) at least a majority of the members of the board of directors of the Surviving Corporation were members of the Incumbent Board at the time of the Board approval of the execution of the initial agreement providing for such Business Transaction (any Business Transaction which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”).

(d)If Executive’s employment responsibilities are primarily with Diagnostic Imaging, Inc., a disposition by the Company of a majority of the stock or substantially all of the assets of Diagnostic Imaging, Inc.; provided, however, that if Executive is offered and accepts a position with the Company or another subsidiary or division of the Company immediately following such disposition of Diagnostic Imaging, Inc., then a Change of Control shall not be deemed to have occurred by virtue of this subsection (d); or

(e)If Executive’s employment responsibilities are primarily with Gulf South Medical Supply, Inc., a disposition by the Company of a majority of the stock or substantially all of the assets of Gulf South Medical Supply, Inc.; provided, however, that if Executive is offered and accepts a position with the Company or another subsidiary or division of the Company immediately following such disposition of Gulf South Medical Supply, Inc., then a Change of Control shall not be deemed to have occurred by virtue of this subsection (e); or

(f)If Executive’s employment responsibilities are primarily with the Physician Sales & Service division of the Company, a disposition by the Company of substantially all of the assets of such division; provided, however, that if Executive is offered and accepts a position with the Company or another subsidiary or division of the Company immediately following such disposition of the Physician Sales & Service division, then a Change of Control shall not be deemed to have occurred by virtue of this subsection (f).

7. Termination of Employment.

(a)Death, Retirement or Disability. Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give Executive written notice in accordance with Section 15(f) of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, Disability shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities (with or without reasonable accommodation) due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six consecutive months.

(b)Termination by the Company. The Company may terminate Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by Executive, after reasonable efforts, to meet performance expectations), after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties, or

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding Executive if Executive is a director) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c)Termination by Executive. Executive’s employment may be terminated by Executive for Good Reason or no reason. For purposes of this Agreement, “Good Reason” shall mean:

(i) without the written consent of Executive, the assignment to Executive of any duties materially inconsistent with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect on the Effective Date, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive;

(ii) a reduction by the Company in Executive’s Base Salary and benefits as in effect on the Effective Date or as the same may be increased from time to time, unless a similar reduction is made in salary and benefits of Peer Executives generally;

(iii) after the occurrence of a Change in Control, the Company’s requiring Executive to be based at any office or location other than in the greater Jacksonville, Florida metropolitan area or the Company’s requiring Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(iv) any failure by the Company to comply with and satisfy Section 14(b) of this Agreement; or

(v) any termination by Executive for any reason or no reason during the 30-day period beginning on the first anniversary of a Change in Control.

(d)Notice of Termination. Any termination by the Company for Cause, or by Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 15(f) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(e)Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein (which date shall be not more than 30 days after the giving of such notice), as the case may be, (ii) if Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies Executive of such termination or any later date specified in the Notice of Termination (which date shall be not more than 30 days after the giving of such notice), and (iii) if Executive’s employment is terminated by reason of death, Retirement or Disability, the Date of Termination shall be the date of death or Retirement of Executive or the Disability Effective Date, as the case may be.

8. Obligations of the Company upon Termination.

(a)Termination by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause, death or Disability, or Executive shall terminate employment for Good Reason within a period of 30 days after the occurrence of the event giving rise to Good Reason, then in consideration of Executive’s services rendered prior to such termination and as reasonable compensation for his compliance with the Restrictive Covenants in Section 13 hereof, and, with respect to the payments and benefits described in clauses (i)(B) and (ii) below, only if Executive executes a Release in substantially the form of Exhibit A hereto (the “Release”):

(i)the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination or, with respect to the prorata bonus described in clause A(2) below, within 30 days after the determination of the bonus amount, the aggregate of the following amounts:

A.the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (2) if the Date of Termination occurs after or in connection with the occurrence of a Change in Control, the product of (x) Executive’s annual bonus that would have been payable with respect to the fiscal year in which the Date of Termination occurs (determined at the end of such year based on actual performance results through the end of such year) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any accrued vacation pay, to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations”); and

B.the amount equal to the sum of (1) Executive’s annual Base Salary in effect as of the Date of Termination, and (2) Executive’s target annual bonus for the year in which the Date of Termination occurs (“Target Bonus”) (such amount is referred to as the “Severance Payment”); provided, however, that if the Date of Termination occurs after or in connection with the occurrence of a Change in Control, the Severance Payment shall be the amount equal to two times the sum of (1) Executive’s annual Base Salary in effect as of the Date of Termination, and (2) Executive’s Target Bonus; and

(ii)for one year after Executive’s Date of Termination (or two years in the event that the Date of Termination occurs after or in connection with the occurrence of a Change in Control), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 5(c) of this Agreement if Executive’s employment had not been terminated or, if more favorable to Executive, as in effect generally at any time thereafter with respect to Peer Executives and their families, provided, however, that if Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (“Welfare Benefits”); and

(iii)the Company shall, within 30 days of receipt of reasonably documented invoices therefor, reimburse Executive’s actual cost (not to exceed $30,000) for outplacement expenses incurred within one year after the Date of Termination; and

(iv)to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b)Death. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations (excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 8(b) shall include, without limitation, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death benefits, if any, as applicable to Executive on the Date of Termination.

(c)Disability. If Executive’s employment is terminated by reason of Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations (excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 8(c) shall include, without limitation, and Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits under such plans, programs, practices and policies relating to disability, if any, as applicable to Executive on the Date of Termination.

(d)Retirement. If Executive’s employment is terminated by reason of Executive’s Retirement during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations (excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 8(d) shall include, without limitation, and Executive shall be entitled after the Date of Termination to receive, retirement and other benefits under such plans, programs, practices and policies relating to retirement, if any, as applicable to Executive on the Date of Termination.

(e)Cause or Voluntary Termination without Good Reason. If Executive’s employment shall be terminated for Cause during the Employment Period, or if Executive voluntarily terminates employment during the Employment Period without Good Reason, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations (excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or provision of Other Benefits.

9.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which Executive may qualify, nor, subject to Section 15(d), shall anything herein limit or otherwise affect such rights as Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

10. Certain Additional Payments by the Company.

(a)Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 10) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then: Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 10(a), if it shall be determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. Executive may select the Payments to be limited or reduced.

(b)Subject to the provisions of Section 10(c), all determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by the Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

(c)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 10(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

11.Costs of Enforcement. In any action taken in good faith relating to the enforcement of this Agreement or any provision herein after the occurrence of a Change in Control, Executive shall be entitled to be paid any and all costs and expenses incurred by him in enforcing or establishing his rights thereunder, including, without limitation, reasonable attorneys’ fees, whether suit be brought or not, and whether or not incurred in trial, bankruptcy or appellate proceedings. In all other circumstances, each party in any such action shall pay his or its own such costs and expenses.

12.Representations and Warranties. Executive hereby represents and warrants to the Company that Executive is not a party to, or otherwise subject to, any covenant not to compete (other than as contained herein) with any person or entity, and Executive’s execution of this Agreement and performance of his obligations hereunder will not violate the terms or conditions of any contract or obligation, written or oral, between Executive and any other person or entity.

13. Restrictions on Executive’s Conduct.

(a)General. Executive and the Company understand and agree that the purpose of the provisions of this Section 13 is to protect legitimate business interests of the Company, as more fully described below, and is not intended to eliminate Executive’s post-employment competition with the Company per se, nor is it intended to impair or infringe upon Executive’s right to work, earn a living, or acquire and possess property from the fruits of his labor. Executive hereby acknowledges that Executive has received good and valuable consideration for the post-employment restrictions set forth in this Section 13 in the form of the compensation and benefits provided for herein. Executive hereby further acknowledges that the post-employment restrictions set forth in this Section 13 are reasonable and that they do not, and will not, unduly impair Executive’s ability to earn a living after the Date of Termination. Therefore, subject to the limitations of reasonableness imposed by law, Executive shall be subject to the restrictions set forth in this Section 13.

(b)Definitions. The following capitalized terms used in this Section 13 shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:

“Competitive Position” means any position with a Competitor as a Principal or Representative in which Executive will use or is likely to use any Confidential Information or Trade Secrets of the Company, or in which Executive has duties for, provides services to, or otherwise assists such Competitor where such duties, services or assistance involve Competitive Services.

“Competitive Services” means any activities engaged in by the Company as of the Date of Termination that relate directly to (a) the distribution of medical supplies, equipment and pharmaceuticals to (i) primary care and other office-based physicians, or (ii) nursing homes, extended care facilities, assisted living facilities, or home care or visiting nurse associations or agencies, or (b) the distribution of medical diagnostic imaging supplies, chemicals, equipment and service to the acute care and alternate care market; provided, however, that Competitive Services shall not include (x) the manufacture of medical supplies, equipment or pharmaceuticals or medical diagnostic imaging supplies, chemicals or equipment (collectively “Medical Products”), (y) the provision of e-commerce or internet services with respect to the dissemination of information or services related to the distribution of Medical Products (but which is not the distribution of Medical Products), or (z) the provision of group purchasing, contract pricing or cost analyses for physicians or medical practices.

“Competitor” means any Person engaged, wholly or in material part, in Competitive Services.

“Confidential Information” means all information regarding the Company, its activities, business or clients that is the subject of reasonable efforts by the Company to maintain its confidentiality and that is not generally disclosed by practice or authority to persons not employed by the Company, but that does not rise to the level of a Trade Secret. “Confidential Information” shall include, but is not limited to, financial plans and data concerning the Company; management planning information; business plans; operational methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements; past, current and planned research and development; business acquisition plans; and new personnel acquisition plans. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law.

“Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

“Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

“Protected Customers” means any Person to whom the Company has sold its products or services or to whom the Company has submitted a written proposal to sell its products or services during the twelve (12) months prior to the Date of Termination.

“Protected Employees” means employees of the Company who were employed by the Company at any time within six (6) months prior to the Date of Termination.

“Restricted Period” means the term of Executive’s employment hereunder and a period extending until eighteen (18) months from the Date of Termination.

“Restricted Territory” means the territory in which Executive provided Competitive Services to the Company at any time during the twenty-four (24) month period prior to the Date of Termination.

“Restrictive Covenants” means the restrictive covenants contained in Section 13(d) hereof.

“Trade Secret” means all information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade Secret means any item of confidential information that constitutes a “trade secret(s)” under the common law or statutory law of the State of Florida.

(c) Protectable Employer Interests. Executive and the Company acknowledge and agree as follows: (i) that Executive’s services on behalf of the Company require special expertise and talent in the provision of Competitive Services and, pursuant to Executive’s employment with the Company, the Company shall devote time and money to the enhancement of Executive’s professional skills and education through specialized training; (ii) that Executive is in a position of trust and responsibility and will have access to a substantial amount of Confidential Information and Trade Secrets belonging to the Company; (iii) that, during the term of Executive’s employment by the Company, Executive will develop substantial relationships with prospective and existing customers of the Company; and (iv) that as a manager of the Company, Executive will be the repository of a substantial portion of the goodwill of the Company.

(d) Restrictive Covenants.

(i)Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Restricted Period use or make use of any Confidential Information in connection with any business activity. For a period of five years after the date of Termination, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. Executive and the Company acknowledge and agree that this Section 13 is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Notwithstanding the above, this covenant shall expire (except with respect to Trade Secrets) upon the occurrence of a Change in Control.

(ii)Nonsolicitation of Protected Employees. Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted through Executive’s solicitation to Executive’s own use. Accordingly, Executive hereby agrees that during the Restricted Period, Executive will not, directly or indirectly, on his own behalf or as a Principal or Representative of any Person or otherwise, solicit or induce any Protected Employee to terminate his or her employment relationship with the Company or to enter into any relationship of employment, agency or independent contractorship with any other Person. Notwithstanding the above, this covenant shall expire upon the occurrence of a Change in Control.

(iii)Restriction on Relationships with Protected Customers. Executive understands and agrees that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted through Executive’s solicitation to Executive’s own use. Accordingly, Executive hereby agrees that, during the Restricted Period, Executive will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or as a Principal or Representative of any Person, solicit, divert, or attempt to solicit or divert a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom Executive had Material Contact on the Company’s behalf during the twelve (12) months immediately preceding the Date of Termination. For purposes of this Agreement, Executive had “Material Contact” with a Protected Customer if (a) Executive had business dealings with the Protected Customer on the Company’s behalf; (b) Executive was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) Executive obtained Trade Secrets or Confidential Information about the customer as a result of Executive’s association with the Company. Notwithstanding the above, this covenant shall expire upon the occurrence of a Change in Control.

(iv)Noncompetition with the Company. Executive understands and agrees that he is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paid by the Company to Executive hereunder, Executive hereby agree that, during the Restricted Period, Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory with a Competitor; provided, however, that the provisions of this Agreement shall not be deemed to prohibit the ownership by Executive of any securities of the Company or its affiliated entities or not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. Notwithstanding the above, this covenant shall expire upon the occurrence of a Change in Control.

(e)Exceptions from Disclosure Restrictions. Anything herein to the contrary notwithstanding, Executive will not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or Executive’s agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company or its affiliated entities or one of its or their officers, employees, agents or representatives) that is not bound by a confidential relationship with the Company or its affiliated entities or by a confidentiality or other similar agreement; (iii) was known to Executive on a non-confidential basis and not in contravention of applicable law or a confidentiality or other similar agreement before its disclosure to Executive by the Company or its affiliated entities or one of its or their officers, employees, agents or representatives; or (iv) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, Executive will provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

(f)Reasonableness. The covenants contained in this Section 13 are considered by the parties hereto to be fair, reasonable and necessary for the protection of the legitimate business interests of the Company.

(g) Enforcement of Restrictive Covenants.

(i)Rights and Remedies Upon Breach. In the event Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the following rights and remedies, which shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: (1) the right and remedy to enjoin, preliminarily and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (2) the right and remedy to cease any further Severance Payment or provision of Welfare Benefits to Executive under Section 8 of this Agreement and to require Executive to account for and pay over to the Company any Severance Payment previously paid to Executive under Section 8.

(ii)Severability of Covenants. Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in time and scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Restrictive Covenants will not thereby be affected and will be given full effect, without regard to the invalid portions.

(iii)Reformation. Executive and the Company agree that it is their mutual intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent possible under applicable law. Executive and the Company further agree that, in the event any court of competent jurisdiction shall find that any provision hereof is not enforceable in accordance with its terms, the court shall reform the Restrictive Covenants such that they will be enforceable to the maximum extent permissible at law.

 

(iv)Survival of the Restrictive Covenants. Executive and the Company agree that the terms of this Section 13 shall survive the termination or expiration of the Employment Period, unless expressly terminated by a writing signed by both parties hereto, which makes specific reference to this Section 13.

14. Assignment and Successors.

(a)Executive. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)The Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor to all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “the Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

15. Miscellaneous.

(a)Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.

(b)Severability. If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.

(c) Other Agents. Nothing in this Agreement is to be interpreted as limiting the Company from employing other personnel on such terms and conditions as may be satisfactory to it.

(d)Entire Agreement. Except as provided herein, this Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof, and it supersedes and invalidates any previous agreements or contracts between them which relate to the subject matter hereof. No representations, inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.

(e)Choice of Law; Forum Selection. The validity, interpretation and performance of this Agreement shall be governed by and controlled in accordance with the laws of the State of Florida, including said State’s choice of law rules. The parties hereto voluntarily submit themselves to the jurisdiction of the state or federal district courts in the State of Florida which shall have exclusive jurisdiction over any case or controversy arising under or in connection with this Agreement, including with respect to an action to remedy any breach of or otherwise to enforce the terms and conditions of this Agreement.

(f)Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered or three days after mailing if mailed, first class, certified mail, postage prepaid:

To Company:	PSS World Medical, Inc.
		4345 Southpoint Boulevard
		Jacksonville, Florida 32216
		Facsimile No. (904) 332-3213

Attention: Senior Vice President, Corporate Development

To Executive: Gary A. Corless

3741 Salt Meadow Court South

Jacksonville, FL 32224

Any party may change the address to which notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein.

(g)Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to this Agreement.

PSS WORLD MEDICAL, INC.

By:	/s/ Jeffrey H. Anthony
		Jeffrey H. Anthony

Senior Vice President, Corporate Development

EXECUTIVE:

/s/ Gary A. Corless

Gary A. Corless

EXHIBIT A

Form of Release of Claims

THIS RELEASE (“Release”) is granted effective as of the _ day of _____, 200_, by Gary A. Corless (“Executive”) in favor of PSS World Medical, Inc. (the “Company”). This is the Release referred to that certain Employment Agreement dated as of April 1, 1998 by and between the Company and Executive (the “Employment Agreement”). Executive gives this Release in consideration of the Company’s promises and covenants as recited in the Employment Agreement, with respect to which this Release is an integral part.

1.Release of the Company. Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges the Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys (the “Released Parties”), from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney’s fees and costs, or liabilities whatsoever, in law or in equity, which Executive ever had or now has against the Released Parties arising by reason of or in any way connected with any employment relationship which existed between the Company or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Release is intended to cover all actions, causes of action, claims or demands for any damage, loss or injury arising from the aforesaid employment relationship, or the termination of that relationship, that Executive has, had or purports to have, from the beginning of time to the date of this Release, whether known or unknown, that now exists related to the aforesaid employment relationship including but not limited to claims for employment discrimination under federal or state law, except as provided in Paragraph 2; claims arising under Title VII of the Civil Rights Act, 42 U.S.C. § 2002(e), etseq. or the Americans With Disabilities Act, 42 U.S.C. § 12101 etseq.; claims for statutory or common law wrongful discharge, including any claims arising under the Fair Labor Standards Act, 29 U.S.C. § 201 etseq.; claims for attorney’s fees, expenses and costs; claims for defamation; claims for wages or vacation pay; claims for benefits, including any claims arising under the Employee Retirement Income Security Act, 29 U.S.C. § 1001, etseq.; and provided, however, that nothing herein shall release the Company of their obligations to Executive under the Employment Agreement or any other contractual obligations between the Company or its affiliates and Executive, or any indemnification obligations to Executive under the Company’s bylaws, articles of incorporation, Florida law or otherwise.

2.Release of Claims Under Age Discrimination in Employment Act. Without limiting the generality of the foregoing, Executive agrees that by executing this Release, he has released and waived any and all claims he has or may have as of the date of this Release for age discrimination under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. It is understood that Executive is advised to consult with an attorney prior to executing this Release; that he in fact has consulted a knowledgeable, competent attorney regarding this Release; that he may, before executing this Release, consider this Release for a period of twenty-one (21) calendar days; and that the consideration he receives for this Release is in addition to amounts to which he was already entitled. It is further understood that this Release is not effective until seven (7) calendar days after the execution of this Release and that Executive may revoke this Release within seven (7) calendar days from the date of execution hereof.

Executive agrees that he has carefully read this Release and is signing it voluntarily. Executive acknowledges that he has had twenty one (21) days from receipt of this Release to review it prior to signing or that, if Executive is signing this Release prior to the expiration of such 21-day period, Executive is waiving his right to review the Release for such full 21-day period prior to signing it. Executive has the right to revoke this Release within seven (7) days following the date of its execution by him. However, if Executive revokes this Release within such seven (7) day period, no severance benefit will be payable to him under the Employment Agreement and he shall return to the Company any such payment received prior to that date.

EXECUTIVE HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT CONSTITUTES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND ITS AFFILIATES UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD A FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING CONCERNING HIS EXECUTION OF THIS RELEASE AND THAT HE IS SIGNING THIS RELEASE VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE COMPANY AND ITS AFFILIATES FROM ALL SUCH CLAIMS.

Gary A. Corless

Date:                          _                                  

EX-21

Exhibit21

List of Subsidiaries of PSS World Medical, Inc.

Name of Domestic Subsidiary	State of Formation	(Names under which Subsidiary conducts business)
Gulf South Medical Supply, Inc.	Delaware
Physician Sales & Service, Inc.	Florida
Physician Sales & Service Limited Partnership	Florida
PSS Holding, Inc.	Florida
PSS Service, Inc.	Florida
Southern Anesthesia & Surgical, Inc.	South Carolina
ThriftyMed, Inc.	Florida
WorldMed Shared Services, Inc.	Florida	PSS World Medical Shared Services, Inc.
Proclaim, Inc.	Tennessee
Ancillary Management Solutions, Inc.	Tennessee

EX-31

EXHIBIT31.1

CERTIFICATION

I, David A. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PSS World Medical, 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 registrant’s board of directors (or persons performing the equivalent function):

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.

November 8, 2005

/s/ David A. Smith                              

David A. Smith

President and Chief Executive Officer

EX-31

EXHIBIT31.2

CERTIFICATION

I, David M. Bronson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PSS World Medical, 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 registrant’s board of directors (or persons performing the equivalent function):

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.

November 8, 2005

/s/ David M. Bronson                          

David M. Bronson

Executive Vice President and Chief Financial Officer

EX-32

Exhibit32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Smith, President and Chief Executive Officer of PSS World Medical, Inc. (the “Company”), hereby certify that the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David A. Smith

David A. Smith

President and Chief Executive Officer

November 8, 2005

EX-32

Exhibit32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Bronson, Executive Vice President and Chief Financial Officer of PSS World Medical, Inc. (the “Company”), hereby certify that the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David M. Bronson

David M. Bronson

Executive Vice President and Chief Financial Officer

November 8, 2005