2014 ANNUAL REPORT / FORM 10-K
COMPANY OVERVIEW
Owens & Minor, Inc. (NYSE: OMI) is a leading healthcare logistics company dedicated to Connecting the World of Medical Products to the Point
of CareTM by providing vital supply chain services to healthcare providers and manufacturers of healthcare products. Owens & Minor provides
logistics services across the spectrum of medical products from disposable medical supplies to devices and implants. With logistics platforms
strategically located in the United States and Europe, Owens & Minor serves markets where three quarters of global healthcare spending
occurs. Owens & Minor’s customers span the healthcare market from independent hospitals to large integrated healthcare networks, as well as
group purchasing organizations, healthcare products manufacturers, and the federal government. A FORTUNE 500 company, Owens & Minor is
headquartered in Richmond, Virginia, and has annualized revenues exceeding $9 billion. For more information about Owens & Minor, visit the
company website at www.owens-minor.com.
Robert C. Sledd (62) 1, 3*, 4
Former Senior Economic Advisor
to the Governor of Virginia
Former Chairman,
Performance Food Group Co.
Board Committees:
1 Executive Committee
2 Audit Committee
3 Compensation & Benefits Committee
4 Governance & Nominating Committee
*Denotes Chairman
BOARD OF DIRECTORS
Craig R. Smith (63) 1*
Executive Chairman &
Chairman of the Board,
Owens & Minor, Inc.
Anne Marie Whittemore (68) 1
Lead Director,
Owens & Minor, Inc.
Partner, McGuireWoods, LLP
James L. Bierman (62) 1
President & Chief Executive Officer,
Owens & Minor, Inc.
Stuart M. Essig (53) 3
Chairman,
Integra LifeSciences Holdings Corporation
Retired Chief Executive Officer,
Integra LifeSciences Holdings Corporation
John W. Gerdelman (62) 2
Managing Partner,
River2
CORPORATE OFFICERS
Craig R. Smith (63)
Executive Chairman
James L. Bierman (62)
President & Chief Executive Officer
Richard A. Meier (55)
Executive Vice President
& Chief Financial Officer
Charles C. Colpo (57)
Senior Vice President,
Strategic Relationships
Erika T. Davis (51)
Senior Vice President,
Administration & Operations
Lemuel E. Lewis (68) 1, 2*, 4
President, LocalWeather.com
Retired EVP & CFO,
Landmark Communications
Martha H. Marsh (66) 1, 3, 4*
Retired President & CEO,
Stanford Hospital and Clinics
Eddie N. Moore, Jr. (67) 2, 4
Interim President & CEO,
Norfolk State University
President Emeritus,
Virginia State University
James E. Rogers (69) 1, 3, 4
Chairman, BackOffice Associates
Retired President, SCI Investors Inc.
David S. Simmons (50) 2
Chairman & Chief Executive Officer,
Pharmaceutical Product Development, LLC
Grace R. den Hartog (63)
Senior Vice President, General Counsel
& Corporate Secretary
D. Todd Healy (52)
Senior Vice President,
Provider Services
Geoffrey T. Marlatt (46)
Senior Vice President,
Manufacturer Services
Richard W. Mears (54)
Senior Vice President,
Chief Information Officer
Numbers inside parentheses indicate age.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
È Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the year ended December 31, 2014
‘ 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 1-9810
OWENS & MINOR, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
9120 Lockwood Boulevard, Mechanicsville, Virginia
(Address of principal executive offices)
54-1701843
(I.R.S. Employer
Identification No.)
23116
(Zip Code)
Registrant’s telephone number, including area code (804) 723-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $2 par value
3.875% Senior Notes due 2021
4.375% Senior Notes due 2024
New York Stock Exchange
Not Listed
Not Listed
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities
Act). Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘ No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
‘
Large accelerated filer È
Accelerated filer
Smaller reporting company ‘
Non-accelerated filer ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È
The aggregate market value of Common Stock held by non-affiliates (based upon the closing sales price) was approximately
$2,143,004,902 as of June 30, 2014.
The number of shares of the Company’s common stock outstanding as of February 13, 2015 was 63,059,770 shares.
Documents Incorporated by Reference
The proxy statement for the annual meeting of shareholders to be held on April 30, 2015, is incorporated by reference for
Item 5 of Part II and Part III.
Form 10-K Table of Contents
Item No.
Part I
1
1A.
1B.
2
3
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part II
4 Mine Safety Disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . .
Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Report on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
7
7A.
8
9
9A.
9B.
Part III
10
11
12
13
14
Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
3
7
10
10
10
11
11
13
15
25
25
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28
29
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Part IV
15
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Corporate Officers can be found at the end of this Form 10-K.
2
Part I
Item 1. Business
General
Owens & Minor, Inc. and subsidiaries (we, us or our), a Fortune 500 company headquartered in Richmond, Virginia,
is a leading healthcare logistics company that connects the world of medical products to the point of care. We provide vital
supply chain assistance to the providers of healthcare services and the manufacturers of healthcare products, supplies and
devices. With fully developed networks in the United States and Europe, we are equipped to serve a customer base ranging
from hospitals, integrated healthcare systems, group purchasing organizations, and the U.S. federal government, to
manufacturers of life-science and medical devices and supplies, including pharmaceuticals in Europe. The description of our
business should be read in conjunction with the consolidated financial statements and supplementary data included in this Form
10-K.
Founded in 1882, Owens & Minor was incorporated in 1926 in Richmond, Virginia. We focus our operations on
healthcare logistics services and provide our customers with a service portfolio that covers procurement, inventory
management, delivery and sourcing of products for the healthcare market. Through organic growth and acquisitions over many
years, we significantly expanded and strengthened our company, achieving national scale in the United States healthcare
market.
On August 31, 2012, we acquired the Movianto Group (Movianto), an established European healthcare third-party
logistics provider. As a result of the acquisition, we entered into third-party logistics services for the pharmaceutical,
biotechnology and medical device industries in the European market, leveraging an existing platform that also expands our
ability to serve our United States-based manufacturer customers on an international level.
On October 1, 2014, we completed the acquisition of Medical Action Industries Inc. (Medical Action), a leading
producer of surgical kits and procedure trays for the healthcare market. On November 1, 2014, we acquired ArcRoyal, a
privately held surgical kitting company based in Ireland (ArcRoyal). These acquisitions further expanded our capabilities to
provide our provider and manufacturer customers a range of packaging services, including the ability to package instruments
and supplies into sterilized custom procedure trays used in a variety of clinical procedures, such as cardiac and orthopedic
procedures, and sterilized minor procedure kits and trays which are used in a wide variety of minor surgical and medical
procedures, such as I.V. start kits and suture removal. This packaged approach enables healthcare providers to track and
manage the supply chain for products, supplies and instruments used in clinical settings. The combined consideration for these
two acquisitions was $261.6 million, net of cash acquired, and including debt assumed of $13.4 million (capitalized lease
obligations). These acquisitions did not have a material effect on operational results for 2014.
Our Domestic segment includes all functions in the United States relating to our role as a healthcare logistics
company providing distribution, packaging and logistics services to healthcare providers and manufacturers. The newly
acquired Medical Action operations are part of the Domestic segment. Our International segment consists of Movianto and
ArcRoyal. Financial information by segment and geographic area appears in Note 20, “Segment Information,” of the Notes to
Consolidated Financial Statements included in this annual report.
The Domestic Segment
Healthcare product volumes in the United States are dependent on the rates of utilization of medical/surgical
procedures by consumers, which are subject to fluctuation according to the condition of the domestic economy and other
factors. Aside from consumer-driven activity, the healthcare industry is also experiencing growing demand for advanced
logistics services from healthcare providers and manufacturers that are focused on achieving more efficient and cost-effective
supply-chain operations.
In the United States, healthcare supply distributors contract with group purchasing organizations (GPOs) that
negotiate distribution contracts on behalf of their healthcare provider members and also contract directly with healthcare
providers and manufacturers for their services.
3
Healthcare providers are increasingly consolidating into larger, more sophisticated networks that are actively
seeking reductions in the total cost of delivering healthcare products. These healthcare providers face complex financial
challenges, including managing the cost of purchasing, receiving, storing and tracking supplies. Economic trends have also
driven significant consolidation within the healthcare products distribution and logistics industry due to the competitive
advantages enjoyed by larger organizations. Among these advantages are the ability to serve customers in widespread
geographic locations, purchase inventory in large volume, develop more sophisticated technology platforms and decision-
support systems and provide expertise to healthcare providers and manufacturers to help reduce supply chain costs.
We offer a comprehensive portfolio of products and services to healthcare providers and manufacturers in the
United States. Our portfolio of medical and surgical supplies includes branded products purchased in large volume from
manufacturers and our own proprietary private-label products, which are internally sourced through our sourcing capabilities
abroad or through a select group of manufacturers. We store our products at our distribution centers and provide delivery of
these products, along with related services, to healthcare providers around the nation. Our packaging capabilities offer the
packaging of instruments and supplies into custom and minor procedure kits and trays which are assembled and delivered
based on the specifications provided by the healthcare provider customer. For sterilized kits and trays, we utilize one or more
third-party sterilization contractors.
Most supplies are delivered using a leased fleet and almost all of our delivery personnel are our teammates, ensuring
a consistent level of performance and customer service. In situations where they are more cost-effective and timely, we use
contract carriers and parcel delivery services. We customize product deliveries, whether the orders are “just-in-time,” “low-
unit-of-measure,” pallets, or truckloads. We also customize delivery schedules according to customers’ needs to increase their
efficiency in receiving and storing products. We have deployed low-unit-of-measure automated picking modules in our larger
distribution centers to maximize efficiency, and our distribution center teammates use voice-pick technology to enhance speed
and accuracy in performing certain warehousing processes.
We also offer additional services to healthcare providers including supplier management, analytics, inventory
management, outsourced resource management, clinical supply management and business process consulting. These value-
add services help providers improve their process for contracting with vendors, purchasing supplies and streamlining inventory.
These services include our operating room-focused inventory management program that helps healthcare providers manage
suture and endo-mechanical inventory, as well as our customizable surgical supply service that includes the packaging and
delivery of surgical supplies in procedure-based totes to coincide with the healthcare providers' surgical schedule.
The majority of our distribution arrangements compensate us on a cost-plus percentage basis, under which a
negotiated percentage mark-up is added to the contract cost agreed to by the customer and the supplier. We price our services
for certain other arrangements under activity-based pricing models. In these cases, pricing depends upon the type, level and/or
complexity of services that we provide to customers, and in some cases we do not take title to the product (although we
maintain certain custodial risks). As a result, this fee-for-service pricing model aligns the fees we charge with the cost of the
services provided, which is a component of selling, general and administrative expenses, rather than with the cost of the
product, which is a component of cost of goods sold.
We offer a variety of programs and services dedicated to providing logistics and marketing solutions to our
manufacturer customers as well. These programs and services are designed to help manufacturers increase market share, drive
sales growth, and achieve operational efficiencies. Manufacturer programs are generally negotiated on an annual basis and
provide for enhanced levels of support that are aligned with the manufacturer’s annual objectives and growth goals. We have
contractual arrangements with manufacturers participating in these programs that provide performance-based incentives to us,
as well as cash discounts for prompt payment. Program incentives can be earned on a monthly, quarterly or annual basis.
All of our distribution and logistics services utilize a common infrastructure of distribution centers, equipment,
technology, and delivery methods (internal fleet, common carrier or parcel services). We operate a network of 42 distribution
centers located throughout the continental United States, which are strategically located to efficiently serve our provider and
manufacturer customers, and two packaging facilities for the production of custom and minor procedure kits and trays. A
significant investment in information technology supports our business including warehouse management systems, customer
service and ordering functions, demand forecasting programs, electronic commerce, data warehousing, decision support and
supply-chain management. During 2014, we completed a three-year, $54 million investment in our information technology
infrastructure in the United States designed to achieve operational and data-management efficiencies, improve customer
service, and reduce increases in future operating expenses.
4
The International Segment
Our International segment represented 5.2% of our consolidated net revenues during 2014. The segment includes
Movianto and ArcRoyal. Through Movianto, we provide contract logistics services to the pharmaceutical, biotechnology and
healthcare industry, offering a broad range of supply chain logistics services to manufacturers. Our warehousing and
transportation offerings include storage, controlled-substance handling, cold-chain, emergency and export delivery, inventory
management and pick & pack services. Our other services include order-to-cash, re-labeling, kitting, customer service and
returns management. Through our packaging operations, we offer custom procedure trays to manufacturers and healthcare
provider customers throughout Europe.
Our International segment has a network of 26 logistics centers and one packaging facility in 12 European countries,
including Belgium, Czech Republic, Denmark, France, Germany, Ireland, Netherlands, Portugal, Slovakia, Spain, Switzerland
and the United Kingdom. To serve our clients, we use a fleet of leased and owned trucks, including cold-chain delivery trucks.
The majority of our drivers are our International teammates, although contract carriers and parcel services are used in situations
where they are more cost-effective and timely.
Client logistics contracts in our International segment are generally for three-year terms with rolling automatic one-
year extension periods. The tendering or competitive bidding process typically takes 12 to 18 months from the initial client
request for proposal until becoming operational. We offer significant flexibility to tailor contracts to specific client
requirements, and benefit from the expansion of clients into additional European countries. Pricing may be activity-based, with
fees determined by clients’ particular requirements for warehousing, handling and delivery services, or it may be based on buy-
sell wholesaler arrangements for product distribution.
Our Customers
We currently provide distribution, outsourced resource management and/or consulting services to thousands of
healthcare provider customers. These customers include multi-facility networks of healthcare providers offering a broad
spectrum of healthcare services to a particular market or markets (IHNs) as well as smaller, independent hospitals in the United
States. In addition to contracting with healthcare providers at the IHN level and through GPOs, we also contract with other
types of healthcare providers including surgery centers, physicians’ practices and smaller networks of hospitals that have joined
together to negotiate terms. We have contracts to provide distribution services to the members of a number of national GPOs,
including Novation, LLC (Novation), MedAssets Inc. (MedAssets), Premier, Inc. (Premier) and HealthTrust Purchasing Group
(HPG). In 2012 and 2013, we renewed the distribution agreements with all four GPOs to continue our status as an authorized
distributor for their member healthcare providers and allow us to compete with other authorized distributors for the business of
individual members. Below is a summary of these agreements:
GPO
Year of Renewal
Novation
MedAssets
Premier
HPG
2012
2013
2013
2013
Term
5 years*
3 years
3 years*
5 years
Sales to Members as
a % of Consolidated
Net Revenue in 2014
32%
25%
24%
11%
* Agreement also includes two one-year renewal options after the initial term
We have our own independent relationships with most of our hospital customers through separate contractual
commitments that may or may not be based upon the terms of our agreement with the GPO. As a result, the termination or
expiration of an agreement with a particular GPO would not necessarily mean that we would lose the members of such GPO as
our customers.
Our supplier and manufacturer customers represent the largest and most influential healthcare manufacturers in the
industry. We have long-term relationships with these important companies in the healthcare supply chain and have long
provided traditional distribution services to them. We currently have relationships with approximately 1,300 of these supplier
and manufacturer customers. In the Domestic segment, sales of products supplied by subsidiaries of Covidien Ltd. accounted
for approximately 14% of our consolidated net revenue for 2014. Sales of products supplied by Johnson & Johnson Health
Care Systems, Inc. were approximately 10% of our consolidated net revenue for 2014.
5
In Europe, we serve a diverse customer base of approximately 600 manufacturer clients, including pharmaceutical,
biotechnology and medical device manufacturers.
Asset Management
In the healthcare supply distribution industry, a significant investment in inventory and accounts receivable is
required to meet the rapid delivery requirements of customers and provide high-quality service. As a result, efficient asset
management is essential to our profitability. We continually work to refine our processes to optimize inventory and collect
accounts receivable.
Inventory
We are focused in our efforts to optimize inventory and continually consolidate products and collaborate with
supply-chain partners on inventory productivity initiatives. When we convert large-scale, multi-state IHN customers to our
distribution network, an additional investment in inventory in advance of expected sales is generally required. We actively
monitor inventory for obsolescence and use inventory turnover and other operational metrics to measure our performance in
managing inventory.
Accounts Receivable
In the normal course of business, we provide credit to our domestic and European customers and use credit
management techniques to evaluate customers’ creditworthiness and facilitate collection. These techniques may include
performing initial and ongoing credit evaluations of customers based primarily on financial information provided by them and
from sources available to the general public. We also use third-party information from sources such as credit reporting
agencies, banks and other credit references. We actively manage our accounts receivable to minimize credit risk, days sales
outstanding (DSO) and accounts receivable carrying costs. Our ability to accurately invoice and ship product to customers
enhances our collection results and drives our positive DSO performance. We also have arrangements with certain customers
under which they make deposits on account, either because they do not meet our standards for creditworthiness or in order to
obtain more favorable pricing.
Competition
The medical/surgical supply distribution and healthcare logistics industries are highly competitive in the United
States and Europe. The U.S. sector includes Owens & Minor, Inc., as well as two major nationwide manufacturers who also
provide distribution services, Cardinal Health, Inc. and privately-held Medline, Inc. In addition, we compete with a number of
regional and local distributors and customer self-distribution models. Major logistics competitors serving healthcare
manufacturers in the United States and in Europe include United Parcel Service, FedEx Corporation, Deutsche Post DHL and
Alloga, as well as local competitors in specific countries.
Regulation
The medical/surgical supply distribution industry in the United States is subject to regulation by federal, state and
local government agencies. Each of our distribution centers is licensed to distribute medical and surgical supplies, as well as
certain pharmaceutical and related products, and each of our packaging facilities is licensed to perform kit assembly operations.
We must comply with laws and regulations, including those governing operations, storage, transportation, safety and security
standards for each of our distribution centers and packaging facilities, of the Food and Drug Administration, the Centers for
Medicare and Medicaid Services, the Drug Enforcement Agency, the Department of Transportation, the Environmental
Protection Agency, the Department of Homeland Security, the Occupational Safety and Health Administration, and state boards
of pharmacy, or similar state licensing boards and regulatory agencies. We are also subject to various federal and state laws
intended to protect the privacy of health or other personal information and to prevent healthcare fraud and abuse. We believe
we are in material compliance with all statutes and regulations applicable to our operations, including the Healthcare Insurance
Portability and Accountability Act of 1996 (HIPAA), Medicare and Medicaid, as well as applicable general employment and
employee health and safety laws and regulations.
6
Our International business is subject to local, country and European-wide regulations, including those promulgated
by the European Medicines Agency (EMA) and the Medical Devices Directive. In addition, quality requirements are imposed
by healthcare industry manufacturers which audit our operations on a regular basis. Each of our logistics centers in Europe is
licensed to distribute medicinal, medical and surgical supplies, as well as certain pharmaceutical and related products,
according to the country-specific requirements. Our logistics centers in Europe are able to store ambient, cold chain or deep
frozen products, are licensed to distribute narcotic products and pharmaceutical products included in clinical trials and are
licensed for secondary packaging activities for medicinal products. Movianto is also ISO 9001:2008 certified across the entire
enterprise. Our Ireland-based packaging facility is licensed to assemble kits and sell them in the markets we serve and operates
in compliance with the requirements of ISO 9001:2008 and ISO/EU 13485:2012 standards. We believe we are in material
compliance with all statutes and regulations, including Good Distribution Practices sponsored by the European Commission.
Employees
At the end of 2014, we employed approximately 5,700 full- and part-time teammates in the Domestic segment and
2,100 in the International segment. Most of our international teammates are covered by collective bargaining agreements.
Ongoing teammate training is critical to performance and we use Owens & Minor University®, an in-house training facility, to
offer classes in leadership, management development, finance, operations, safety and sales. We continue to have positive
relationships with teammates and European works councils.
Available Information
We make our Forms 10-K, Forms 10-Q and Forms 8-K (and all amendments to these reports) available free of
charge through the SEC Filings link in the Investor Relations content section on our website located at www.owens-minor.com
as soon as reasonably practicable after they are filed with or furnished to the SEC. Information included on our website is not
incorporated by reference into this Annual Report on Form 10-K.
You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street,
NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other
information regarding the company (http://www.sec.gov).
Additionally, we have adopted a written Code of Honor that applies to all of our directors, officers and teammates,
including our principal executive officer and senior financial officers. This Code of Honor (including any amendments to or
waivers of a provision thereof) and our Corporate Governance Guidelines are available on our website at www.owens-
minor.com.
Item 1A. Risk Factors
Set forth below are certain risk factors that we currently believe could materially and adversely affect our business,
financial condition and prospects. These risk factors are in addition to those mentioned in other parts of this report and are not
all of the risks that we face. We could also be affected by risks that we currently are not aware of or that we currently do not
consider material to our business.
Competition
The medical/surgical supply distribution industry in the United States is highly competitive and characterized by intense
pricing pressure. We compete with other national distributors and a number of regional and local distributors, as well as
customer self-distribution models and, to a lesser extent, certain third-party logistics companies. Competitive factors within the
medical/surgical supply distribution industry include market pricing, total delivered product cost, product availability, the
ability to fill and invoice orders accurately, delivery time, range of services provided, efficient product sourcing, inventory
management, information technology, electronic commerce capabilities, and the ability to meet customer-specific requirements.
Our success is dependent on the ability to compete on the above factors, while managing internal costs and expenses. These
competitive pressures could have a material adverse effect on our results of operations.
In addition, in recent years, the healthcare industry in the United States has experienced and continues to experience
significant consolidation in response to cost containment legislation and general market pressures to reduce costs. This
consolidation of our customers and suppliers generally gives them greater bargaining power to reduce the pricing available to
them, which may adversely impact our results of operations.
7
The healthcare third-party logistics business in both the United States and abroad also is characterized by intense
competition from a number of international, regional and local companies, including large conventional logistics companies
that are moving into the healthcare and pharmaceutical distribution business. This competitive market places continuous pricing
pressure on us from customers and manufacturers that could adversely affect our results of operations and financial condition if
we are unable to continue to increase our revenues and to offset margin reductions caused by pricing pressures through cost
control measures.
Dependence on Significant Healthcare Provider Customers
In 2014, our top ten customers in the United States represented approximately 26% of our consolidated net revenue. In
addition, in 2014, approximately 82% of our consolidated net revenue was from sales to member hospitals under contract with
our largest group purchasing organizations (GPO): Novation, MedAssets and Premier. We could lose a significant customer or
GPO relationship if an existing contract expires without being replaced or is terminated by the customer or GPO prior to its
expiration. Although the termination of our relationship with a given GPO would not necessarily result in the loss of all of the
member hospitals as customers, any such termination of a GPO relationship, or a significant individual customer relationship,
could have a material adverse effect on our results of operations.
Dependence on Significant Domestic Suppliers
In the United States, we distribute products from nearly 1,300 suppliers and are dependent on these suppliers for the
continuing supply of products. In 2014, sales of products of our ten largest domestic suppliers accounted for approximately
57% of consolidated net revenue. We rely on suppliers to provide agreeable purchasing and delivery terms and performance
incentives. Our ability to sustain adequate operating earnings has been, and will continue to be, partially dependent upon our
ability to obtain favorable terms and incentives from suppliers, as well as suppliers continuing use of third-party distributors to
sell and deliver their products. A change in terms by a significant supplier, or the decision of such a supplier to distribute its
products directly to healthcare providers rather than through third-party distributors, could have a material adverse effect on our
results of operations.
Integration of Acquisitions
In connection with our growth strategy, we from time to time acquire other businesses that we believe will expand or
complement our existing businesses and operations. The integration of acquisitions involves a number of significant risks,
which may include but are not limited to, the following:
• Expenses and difficulties in the transition and integration of operations and systems;
• Retention of current customers and the ability to obtain new customers;
• The assimilation and retention of personnel, including management personnel, in the acquired businesses;
• Accounting, tax, regulatory and compliance issues that could arise;
• Difficulties in implementing uniform controls, procedures and policies in our acquired companies, or in remediating
control deficiencies in acquired companies not formerly subject to the Sarbanes-Oxley Act of 2002;
• Unanticipated expenses incurred or charges to earnings based on unknown circumstances or liabilities;
•
• General economic conditions in the markets in which the acquired businesses operate; and
• Difficulties encountered in conducting business in markets where we have limited experience and expertise.
Failure to realize the synergies and other benefits we expect from the acquisition at the pace we anticipate;
If we are unable to successfully complete and integrate our strategic acquisitions in a timely manner, our business,
growth strategies and results of operations could be adversely affected.
International Operations
Operations outside the United States involve issues and risks, including but not limited to the following, any of which
could have an adverse effect on our business and results of operations:
• Lack of familiarity with and expertise in conducting business in foreign markets;
•
• Unexpected changes in foreign regulations or conditions relating to labor, economic or political environment, and
Foreign currency fluctuations and exchange risk;
social norms or requirements;
• Adverse tax consequences and difficulties in repatriating cash generated or held abroad;
• Local economic environments, such as in the European markets served by Movianto and ArcRoyal, including
recession, inflation, indebtedness, currency volatility and competition; and
8
• Changes in trade protection laws and other laws affecting trade and investment, including import/export regulations in
both the United States and foreign countries.
International operations are also subject to risks of violation of laws that prohibit improper payments to and bribery of
government officials and other individuals and organizations. These laws include the U.S. Foreign Corrupt Practices Act, the
U.K. Bribery Act and other similar laws and regulations in foreign jurisdictions, any violation of which could result in
substantial liability and a loss of reputation in the marketplace. Failure to comply with these laws also could subject us to civil
and criminal penalties that could adversely affect our business and results of operations.
Changes in the Healthcare Environment in the United States
We, along with our customers and suppliers, are subject to extensive federal and state regulations relating to healthcare
as well as the policies and practices of the private healthcare insurance industry. In recent years, there have been a number of
government and private initiatives to reduce healthcare costs and government spending. These changes have included an
increased reliance on managed care; reductions in Medicare and Medicaid reimbursement levels; consolidation of competitors,
suppliers and customers; a shift in healthcare provider venues from acute care settings to clinics, physician offices and home
care; and the development of larger, more sophisticated purchasing groups. All of these changes place additional financial
pressure on healthcare provider customers, who in turn seek to reduce the costs and pricing of products and services provided
by us. We expect the healthcare industry to continue to change significantly and these potential changes, which may include a
reduction in government support of healthcare services, adverse changes in legislation or regulations, and further reductions in
healthcare reimbursement practices, could have a material adverse effect on our results of operations.
The Affordable Care Act, enacted in 2010 includes, among other things, provisions for expanded Medicaid eligibility
and access to healthcare insurance as well as increased taxes and fees on certain corporations and medical products. The
provisions of the Affordable Care Act will not be fully implemented until 2018 and, although there is no way to predict the full
impact of the law on the healthcare industry and our operations, its implementation may have an adverse effect on both
customer purchasing and payment behavior and supplier product prices and terms of sale, all of which could adversely affect
our results of operations.
Regulatory Requirements
We must comply with numerous laws and regulations in the United States, Europe, Asia and other countries where we
operate. We also are required to hold permits and licenses and to comply with the operational and security standards of various
governmental bodies and agencies. Any failure to comply with these laws and regulations or any failure to maintain the
necessary permits, licenses or approvals, or to comply with the required standards, could disrupt our operations and/or
adversely affect our results of operations and financial condition. In addition, we are subject to various federal and state laws
intended to prevent healthcare fraud and abuse. The requirements of these fraud and abuse laws are complicated and subject to
interpretation and may be applied by a regulator, prosecutor or judge in a manner that could negatively impact us financially or
operationally.
Recalls and Product Liability Claims
Certain of the products that we sell and distribute are sourced and sold under one or more private labels or are
assembled by us into custom trays and minor procedure kits. If these products do not function as designed, are inappropriately
designed or are not properly produced, we may have to withdraw such products from the market and/or be subject to product
liability claims. Although we maintain insurance against product liability and defense costs in amounts believed to be
reasonable, there is no assurance that we can successfully defend any such claims or that the insurance we carry will be
sufficient. A successful claim against us in excess of insurance coverage could have a material adverse impact on our business
and results of operations.
General Economic Climate
Poor or deteriorating economic conditions in the United States and the other countries in which we conduct business
could adversely affect the demand for healthcare services and consequently, the demand for our products and services. Poor
economic conditions also could lead our suppliers to offer less favorable terms of purchase to distributors, which would
negatively affect our profitability. These and other possible consequences of financial and economic decline could materially
and adversely affect our business and results of operations.
9
Bankruptcy, Insolvency or other Credit Failure of Customers
We provide credit in the normal course of business to customers. We perform initial and ongoing credit evaluations of
customers and maintain reserves for credit losses. The bankruptcy, insolvency or other credit failure of one or more customers
with substantial balances due to us could have a material adverse effect on our results of operations.
Reliance on Information Systems and Technological Advancement
We rely on information systems to receive, process, analyze and manage data in distributing thousands of inventory
items to customers from numerous distribution and logistics centers. These systems are also relied upon for billings to and
collections from customers, as well as the purchase of and payment for inventory and related transactions from our suppliers. In
addition, the success of our long-term growth strategy is dependent upon the ability to continually monitor and upgrade our
information systems to provide better service to customers. Our business and results of operations may be materially adversely
affected if systems are interrupted or damaged by unforeseen events (including cyber attacks) or fail to operate for an extended
period of time, or if we fail to appropriately enhance our systems to support growth and strategic initiatives.
Changes in Tax Laws
We operate throughout the United States and Europe as well as in China. As a result, we are subjected to the tax laws
and regulations of the United States federal, state and local governments and of various foreign jurisdictions. From time to
time, legislative and regulatory initiatives are proposed, including but not limited to proposals to repeal LIFO (last-in, first-out)
treatment of domestic inventory or changes in tax accounting methods for inventory or other tax items, that could adversely
affect our tax positions, tax rate or cash payments for taxes.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our Domestic segment had 42 distribution centers as well as office and warehouse space across the United States as
of December 31, 2014. We lease all of the centers from unaffiliated third parties with the exception of one location which we
own. We also lease offices in China and Malaysia as well as small offices for sales and consulting personnel across the United
States. In addition, we have a warehousing arrangement in Honolulu, Hawaii, with an unaffiliated third party, and lease space
on a temporary basis from time to time to meet our inventory storage needs. We also operate two packaging facilities in our
Domestic segment, one of which is owned and the other is subject to a capital lease. We own an office building in Brentwood,
New York which is held for sale as of December 31, 2014. We also own our corporate headquarters building, and adjacent
acreage, in Mechanicsville, Virginia, a suburb of Richmond, Virginia.
Our International segment properties span 12 European countries and include 26 logistics centers (22 leased and
four owned) and one packaging facility that is owned. We also operate seven transport depots, of which we lease six and own
one. We also lease office space in Bedford, UK.
We regularly assess our business needs and make changes to the capacity and location of distribution and logistics
centers. We believe that our facilities are adequate to carry on our business as currently conducted. A number of leases are
scheduled to terminate within the next several years. We believe that, if necessary, we could find facilities to replace these
leased premises without suffering a material adverse effect on our business.
Item 3. Legal Proceedings
We are subject to various legal actions that are ordinary and incidental to our business, including contract disputes,
employment, workers’ compensation, product liability, regulatory and other matters. We establish reserves from time to time
based upon periodic assessment of the potential outcomes of pending matters. In addition, we believe that any potential liability
arising from employment, product liability, workers’ compensation and other personal injury litigation matters would be
adequately covered by our insurance coverage, subject to policy limits, applicable deductibles and insurer solvency. While the
outcome of legal actions cannot be predicted with certainty, we believe, based on current knowledge and the advice of counsel,
that the outcome of these currently pending matters, individually or in the aggregate, will not have a material adverse effect on
our financial condition or results of operations.
10
Part II
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Owens & Minor, Inc.’s common stock trades on the New York Stock Exchange under the symbol OMI. As of
January 27, 2015, there were approximately 3,382 common shareholders of record. We believe there are an estimated additional
26,920 beneficial holders of our common stock. See Selected Quarterly Financial Information in Item 15 of this report for high
and low closing sales prices of our common stock and quarterly cash dividends per common share and Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of our dividend payments.
5-Year Total Shareholder Return
In the past, we have presented line graphs comparing the cumulative total return of our common shares with the
cumulative total return of the Standard & Poor's Composite- 500 Index (S&P 500 Index) and an Industry Peer Group (which
includes the companies listed below). This year we have also included a comparison against the Standard & Poor's
Composite-500 Healthcare Index (S&P 500 Healthcare Index), an independently prepared index that includes more than 50
companies in the healthcare industry. Next year, we do not intend to include the Industry Peer Group in our comparison. We
are changing to the S&P 500 Healthcare Index because we believe it provides a better alignment with industry changes and less
focus on specific business models or practices. We also believe it to be a commonly used index by large healthcare industry
companies. This graph assumes that the value of the investment in the common stock and each index was $100 on
December 31, 2009, and that all dividends were reinvested.
The Industry Peer Group, weighted by market capitalization, consists of pharmaceutical and/or medical product
distribution companies: AmerisourceBergen Corporation, Cardinal Health, Inc., McKesson Corporation, Henry Schein, Inc.,
and Patterson Companies, Inc.
11
Company Name / Index
Owens & Minor, Inc.
S&P 500 Index
S&P 500 Healthcare
Peer Group
Base
Period
12/2009
12/2010
12/2011
12/2012
12/2013
12/2014
Years Ended
$
100.00
$
105.42
$
102.24
$
108.13
$
142.63
$
100.00
100.00
100.00
115.06
102.90
119.02
117.49
116.00
129.37
136.30
136.75
152.33
180.44
193.45
244.92
140.99
205.14
242.47
309.12
Share Repurchase Program. In February 2014, our Board of Directors authorized a share repurchase program of up
to $100 million of our outstanding common stock to be executed at the discretion of management over a three-year period,
expiring in February 2017. The program is intended to offset shares issued in conjunction with our stock incentive plan and
return capital to shareholders. The program may be suspended or discontinued at any time. During the year ended
December 31, 2014, we repurchased in open-market transactions and retired approximately 0.3 million shares at an average
price per share of $34.31.
We did not repurchase any shares during the fourth quarter of 2014.
12
Item 6. Selected Consolidated Financial Data
(in thousands, except ratios and per share data)
At or for the Year Ended December 31,
2014 (1)
2013 (2)
2012 (3)
2011 (4)
2010 (5)
Summary of Operations:
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,440,182
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
66,503
$ 9,071,532
$ 8,868,324
$ 8,627,912
$ 8,123,608
$
110,882
$
109,003
$
115,198
$
110,579
Per Common Share(6) :
Net income per share—basic . . . . . . . . . . . $
Net income per share—diluted . . . . . . . . . . $
Cash dividends . . . . . . . . . . . . . . . . . . . . . . $
Stock price at year end. . . . . . . . . . . . . . . . . . . . $
1.06
1.06
1.000
35.11
$
$
$
$
1.76
1.76
0.960
36.56
$
$
$
$
1.72
1.72
0.880
28.51
$
$
$
$
1.82
1.81
0.800
27.79
$
$
$
$
1.76
1.75
0.708
29.43
Summary of Financial Position:
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,735,406
Cash and cash equivalents . . . . . . . . . . . . . . . . . $
56,772
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 613,809
Total Owens & Minor, Inc. shareholders’
equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 990,838
$ 2,324,042
$ 2,214,398
$ 1,946,815
$ 1,822,039
$
$
101,905
216,243
$ 1,023,913
$
$
$
97,888
217,591
972,526
$
$
$
135,938
214,556
918,087
$
$
$
159,213
210,906
857,518
Selected Ratios:
Gross margin as a percent of revenue . . . . . . . .
Selling, general, and administrative expenses
as a percent of revenue. . . . . . . . . . . . . . . . . . . .
Operating earnings as a percent of revenue . . . .
Days sales outstanding (DSO) (7) . . . . . . . . . . . .
Average annual inventory turnover (8) . . . . . . . .
12.39%
12.31%
10.43%
9.94%
9.94%
9.82%
1.69%
22.1
10.1
9.52%
2.18%
22.1
10.4
7.70%
2.22%
20.8
10.1
7.08%
2.36%
20.7
10.2
6.94%
2.41%
19.6
10.4
(1)
(2)
(3)
(4)
(5)
(6)
____________________________
We incurred charges of $42.8 million ($35.3 million after tax, or $0.56 per common share) associated with
acquisition-related and exit and realignment activities in 2014, a loss on estimated claim settlement of $3.9
million ($3.9 million after tax, or $0.06 per common share), a net gain of $3.7 million ($4.7 million after tax, or
$0.07 per common share) associated with fair value adjustments related to purchase accounting, and a loss on
early retirement of debt of $14.9 million ($9.1 million after tax or $0.14 per common share). See Notes 3 and 9 of
Notes to Consolidated Financial Statements.
We incurred charges of $12.4 million ($8.9 million after tax, or $0.14 per common share) associated with
acquisition-related and exit and realignment activities in 2013. See Notes 3 and 9 of Notes to Consolidated
Financial Statements.
We incurred charges of $10.2 million ($8.2 million after tax, or $0.13 per common share) associated with
acquisition-related and exit and realignment activities in 2012. See Notes 3 and 9 of Notes to Consolidated
Financial Statements.
We incurred charges of $13.2 million ($8.0 million after tax, or $0.13 per common share) associated with
acquisition-related and exit and realignment activities in 2011. See Note 9 of Notes to Consolidated Financial
Statements.
We terminated our frozen defined benefit pension plan in the fourth quarter of 2010 and recognized a settlement
charge of $19.6 million ($11.9 million after tax, or $0.19 per common share).
On March 31, 2010, we effected a three-for-two stock split of our outstanding shares of common stock in the form
of a stock dividend of one share of common stock for every two shares outstanding to stockholders of record on
March 15, 2010. The common stock began trading on a post-split basis on April 1, 2010. All share and per-share
data (except par value) have been adjusted to reflect this split.
13
(7)
(8)
Based on net revenue for the fourth quarter of the year.
Based on cost of goods sold for the preceding 12 months.
14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations is intended to assist the
reader in the understanding and assessment of significant changes and trends related to the results of operations of the
Company together with its subsidiaries. The discussion and analysis presented below refers to, and should be read in
conjunction with, the consolidated financial statements and accompanying notes included in Item 8 of Part II of this Annual
Report on Form 10-K.
Overview
Owens & Minor, Inc., along with its subsidiaries, (we, us, or our) is a leading national distributor of name-brand
medical and surgical supplies and a healthcare logistics company. We report our business under two segments: Domestic and
International. Our Domestic segment includes all operations in the United States relating to our role as a healthcare logistics
company providing distribution, packaging and logistics services to healthcare providers and manufacturers. The International
segment consists of our European third-party logistics and packaging businesses. Segment financial information is provided
in Note 20 of Notes to Consolidated Financial Statements included in this annual report.
Financial Highlights.
The following table provides a reconciliation of reported operating earnings, net income and diluted net income per
common share to non-GAAP measures used by management:
(Dollars in thousands, except per share data)
Operating earnings, as reported (GAAP)....................................................... $
Acquisition-related and exit and realignment charges (1)...............................
Fair value adjustments related to purchase accounting (2) .............................
Other (3) ..........................................................................................................
Operating earnings, adjusted (non-GAAP) (Adjusted Operated Earnings)... $
Adjusted Operating Earnings as a percent of revenue (non-GAAP) .............
Net income as reported (GAAP).................................................................... $
Acquisition-related and exit and realignment charges, net of tax (1)..............
Fair value adjustments related to purchase accounting, net of tax (2) ............
Other, net of tax (3) .........................................................................................
Loss on early retirement of debt, net of tax (4) ...............................................
Net income, adjusted (non-GAAP) (Adjusted Net Income).......................... $
Net income per diluted common share, as reported (GAAP) ........................ $
Acquisition-related and exit and realignment charges, net of tax (1)..............
Fair value adjustments related to purchase accounting, net of tax (2) ............
Other, net of tax (3) .........................................................................................
Loss on early retirement of debt, net of tax (4) ...............................................
Net income per diluted common share, adjusted (non-GAAP) (Adjusted
EPS) ............................................................................................................... $
For the years ended December 31,
$
$
$
$
$
2014
159,536
42,801
(3,706)
3,907
202,538
2.15%
66,503
35,302
(4,703)
3,907
9,092
110,101
1.06
0.56
(0.07)
0.06
0.14
$
$
$
$
$
2013
198,083
12,444
—
—
210,527
2.32%
110,882
8,856
—
—
—
119,738
1.76
0.14
—
—
—
2012
196,753
10,164
—
—
206,917
2.33%
109,003
8,200
—
—
—
117,203
1.72
0.13
—
—
—
1.76
$
1.90
$
1.85
The following items have been excluded in our non-GAAP financial measures:
(1) Acquisition-related charges, pre-tax, were $16.1 million in 2014, $3.5 million in 2013 and $10.5 million in 2012.
Current year charges consist primarily of costs incurred to perform due diligence and analysis related to the Medical Action
and Arc Royal acquisitions, costs to complete the transactions, and costs to begin the integration of the acquired operations
(including certain severance and contractual payments to former management) as well as certain costs in Movianto to resolve
issues and claims with the former owner. Charges in 2013 included costs to transition the information technology and other
operations and administrative functions of Movianto from the former owner. Acquisition-related charges in 2012 were
primarily transaction costs incurred with Movianto to perform due diligence and to analyze, negotiate and consummate the
acquisition as well as costs to perform certain post-closing activities to establish the organizational structure.
15
Exit and realignment charges (income), pre-tax, were $26.7 million in 2014, $8.9 million in 2013 and $(0.4) million
in 2012. These charges were associated with optimizing our operations and include the closure and consolidation of certain
distribution and logistics centers, administrative offices and warehouses in the United States and Europe. These charges also
include other costs associated with our strategic organizational realignment which include management changes, certain
professional fees, and costs to streamline administrative functions and processes. Further information regarding these items is
included in Note 9 of Notes to Consolidated Financial Statements.
(2) The fourth quarter of 2014 includes a gain of $6.7 million (pretax) recorded in other operating income, net from a
fair value adjustment to contingent consideration related to the 2012 Movianto acquisition purchase price, offset by the
incremental charge to cost of goods sold of $3.0 million (pretax) from purchase accounting impacts related to the sale of
acquired inventory that was written up to fair value in connection with the current year acquisitions.
(3) The fourth quarter of 2014 includes a loss in other operating income, net related to an accrual for the estimated
settlement amount of a breach of contract claim in the United Kingdom for $3.9 million (pretax).
(4) In 2014, we repaid our 2016 Notes and recorded a net loss on the early retirement of $14.9 million (pretax), which
includes the redemption premium offset by the recognition of a gain on previously settled interest rate swaps.
These charges have been tax effected in the preceding table by determining the income tax rate depending on the
amount of charges incurred in different tax jurisdictions and the deductibility of those charges for income tax purposes. More
information about these charges is provided in Notes 3, 9 and 10 of Notes to Consolidated Financial Statements included in
this annual report.
Adjusted EPS decreased to $1.76 in 2014 from $1.90 in 2013 primarily due to a decrease in Adjusted Operating
Earnings of $8.0 million and an increase in interest expense of $5.1 million.
Domestic segment operating earnings were $209.3 million for 2014, a decrease of $2.7 million when compared to the
prior year. International segment operating losses were $6.7 million for 2014 compared to $1.4 million in 2013. The higher
operating loss in the International segment was largely attributable to the loss of certain customers in the United Kingdom
early in 2014 as well as increased costs in the United Kingdom to transition a significant new customer. The Domestic
segment experienced lower margins on new and renewed customer contracts in 2014 compared to 2013 and higher SG&A
costs to support sales growth. The Domestic segment operating earnings included a $5.3 million recovery in the first quarter
from the settlement of a direct purchaser, anti-trust class-action lawsuit related to the purchases of medical devices which, for
the year, was largely offset by increased legal fees related to ongoing litigation.
Use of Non-GAAP Measures
Adjusted operating earnings, adjusted net income and adjusted EPS are an alternative view of performance used by
management, and we believe that investors' understanding of our performance is enhanced by disclosing these
performance measures. In general, the measures exclude items and charges that (i) management does not believe
reflect our core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or
actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these
non-GAAP financial measures internally to evaluate our performance, evaluate the balance sheet, engage in financial
and operational planning and determine incentive compensation.
Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in
assessing the effects of items and events on our financial and operating results and in comparing our performance to
that of our competitors. However, the non-GAAP financial measures used by us may be calculated differently from,
and therefore may not be comparable to, similarly titled measures used by other companies.
The non-GAAP financial measures disclosed by us should not be considered a substitute for, or superior to, financial
measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and
reconciliations to those financial statements set forth above should be carefully evaluated.
16
Results of Operations
2014 compared to 2013
Net revenue.
For the years ended
December 31,
Change
(Dollars in thousands)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,951,852
488,330
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,440,182
2014
2013
$ 8,688,018
383,514
$ 9,071,532
$
263,834
104,816
368,650
$
$
%
3.0%
27.3%
4.1%
Consolidated net revenue improved in our two segments for the year ended December 31, 2014. Excluding the
impact of the fourth quarter acquisitions, net revenue increased by 2.6% and 25.5% in our Domestic and International
segments, respectively. In the Domestic segment, the continued trend of growth in our existing large healthcare provider
customer accounts and new business exceeded declines from smaller customers when compared to prior year. Domestic
segment growth rates are impacted by ongoing market trends including healthcare utilization rates. The increases in the
International segment were a result of new buy/sell contracts and growth in fee-for-service business as well as positive impacts
from foreign exchange. Fee-for-service business generally represents approximately two-thirds of net revenue in the
International segment.
Cost of goods sold.
For the years ended
December 31,
Change
(Dollars in thousands)
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,270,216
2014
2013
$ 7,954,457
$
$
315,759
%
4.0%
Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs
incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are
the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. These
are sometimes referred to as distribution or buy/sell contracts. Beginning in the fourth quarter of 2014, cost of goods sold also
includes direct and certain indirect labor, material and overhead costs associated with our acquired packaging operations.
There is no cost of goods sold associated with our fee-for-service business. As a result of the increase in distribution sales
activity and fourth quarter sales activity associated with the acquisitions (which includes the incremental charge to cost of
goods sold of $3.0 million from purchase accounting impacts related to the sale of acquired inventory that was written up to
fair value), cost of goods sold increased $315.8 million from 2013. See the gross margin discussion below for additional
factors impacting cost of goods sold.
Gross margin.
For the years ended
December 31,
Change
(Dollars in thousands)
Gross margin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,169,966
2014
2013
$ 1,117,075
$
$
52,891
%
4.7%
As a % of net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.39%
12.31%
The growth in fee-for-service activity drove the overall improvement in gross margin as the International segment
showed a $44.2 million increase over the prior year. Domestic segment gross margin for the year benefitted from increased
sales volume and the fourth quarter contribution of Medical Action which offset the decline in margins on new and renewed
customer contracts in 2014 when compared to 2013.
We value Domestic segment inventory under the LIFO method. Had inventory been valued under the first-in, first-
out (FIFO) method, gross margin as a percentage of net revenue would have been higher by 8 basis points in 2014 and lower
by 3 basis points in 2013.
17
Operating expenses.
For the years ended
December 31,
Change
(Dollars in thousands)
SG&A expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
926,977
As a % of net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating income, net . . . . . . . . . . . . . . . . . . . . . . . . . . $
9.82%
57,125
(16,473)
2013
863,656
9.52%
50,586
(7,694)
$
$
$
$
$
$
$
63,321
6,539
(8,779)
%
7.3%
12.9%
114.1%
Selling, general and administrative (SG&A) expenses include labor and warehousing costs associated with our
distribution and logistics services and all costs associated with our fee-for-service arrangements. Shipping and handling costs
are included in SG&A expenses and include costs to store, move, and prepare products for shipment, as well as costs to deliver
products to customers. The costs to convert new customers to our service platform are generally incurred prior to the
recognition of revenues from the new customers.
International segment SG&A expenses increased over the prior year by $44.4 million due mainly to increased salaries
and delivery costs associated with higher fee-for-service activity as well as increased costs associated with integrating a
significant new customer in the United Kingdom earlier in the year. The Domestic segment also experienced an increase
during the year as a result of higher accrued incentive compensation, warehouse expense from greater sales activity and higher
legal fees compared to prior year. Current year acquisitions accounted for $11.3 million of the increase in SG&A from prior
year.
Depreciation and amortization expense increased primarily in the International segment due to increases in computer
software amortization for assets placed in service and amortization from intangibles associated with purchase price
accounting. An additional $1.6 million in expense is associated with the current year acquisitions. In connection with Medical
Action and ArcRoyal, approximately $0.3 million in depreciation expense is also included in cost of goods sold.
The increase in other operating income, net for the year ended December 31, 2014 is attributed primarily to (1) the
recovery of $5.3 million from the settlement of a direct purchaser anti-trust class action lawsuit relating to the recovery of
costs from purchases of medical devices over a multi-year period, as well as a gain on the sale of an investment, (2) a gain of
$6.7 million from a fair value adjustment to contingent consideration related to the Movianto acquisition purchase price, offset
by (3) a loss of $3.9 million related to an accrual for the estimated settlement amount of a breach of contract claim in the
United Kingdom.
A discussion of the acquisition-related and exit and realignment charges is included above in the Overview section.
Interest expense, net.
(Dollars in thousands)
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the years ended
December 31,
2014
2013
Change
$
%
18,163
$
13,098
$
5,065
38.7%
Effective interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.38%
6.05%
The increase in interest expense from the prior year is attributed to the new Senior Notes issued on September 16,
2014 which are more fully described in the Capital resources section and in Note 10 of Notes to Consolidated Financial
Statements.
Income taxes.
(Dollars in thousands)
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the years ended
December 31,
2014
2013
59,980
$
74,103
$
Change
$
(14,123)
%
(19.1)%
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47.4%
40.1%
The increase in the effective tax rate, including income taxes on acquisition-related and exit and realignment charges
as well as the loss on early retirement of debt, increased from the prior year periods largely due to the impact of foreign taxes
and the effect of certain acquisition-related costs which are not deductible for tax purposes.
18
2013 compared to 2012
Net revenue.
For the years ended
December 31,
Change
(Dollars in thousands)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,688,018
383,514
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,071,532
2013
2012
$ 8,731,484
136,840
$ 8,868,324
$
(43,466)
246,674
203,208
$
$
%
(0.5)%
180.3 %
2.3 %
Net revenue for 2013 increased due to a full year of activity in our International segment compared to four months in
2012. Domestic segment revenue continued to be impacted by ongoing market trends including lower rates of healthcare
utilization. In addition, our continued rationalization of smaller, less profitable healthcare provider customers and suppliers
and reduced government purchases were not fully offset by growth in existing customers, fee-for-service and new business.
Fee-for-service business represented approximately two-thirds of net revenue in the International segment.
Cost of goods sold.
For the years ended
December 31,
Change
(Dollars in thousands)
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,954,457
2013
2012
$ 7,943,670
$
$
10,787
%
0.1%
Cost of goods sold includes the cost of the product (net of supplier incentives and cash discounts) and all costs
incurred for shipments of products from manufacturers to our distribution centers for all customer arrangements where we are
the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk associated with sales. These
are sometimes referred to as distribution or buy/sell contracts. There is no cost of goods sold associated with our fee-for-
service business. As a result of the increases in distribution sales activity, cost of goods sold increased $10.8 million from
2012. See the gross margin discussion below for additional factors impacting cost of goods sold.
Gross margin.
For the years ended
December 31,
Change
(Dollars in thousands)
Gross margin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,117,075
2013
2012
$
924,654
$
$
192,421
%
20.8%
As a % of net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.31%
10.43%
Gross margin increased primarily due to a full year of Movianto activity in 2013 which contributed $177.4 million
to the year over year change. The Domestic segment gross margin benefitted from strategic initiatives including growth in
fee-for-service business during 2013 and supplier price changes in the first and second quarters of 2013 at a higher level than
in 2012.
We value Domestic segment inventory under the LIFO method. Had inventory been valued under the first-in, first-
out (FIFO) method, gross margin as a percentage of net revenue would have been lower by 3 basis points in 2013 and higher
by 5 basis points in 2012.
Operating expenses.
(Dollars in thousands)
SG&A expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the years ended
December 31,
2013
2012
863,656
$
682,595
As a % of net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . $
Other operating income, net . . . . . . . . . . . . . . . . . . . . . . . . . . $
9.52%
7.70%
50,586
(7,694)
$
$
39,604
(4,462)
Change
$
%
181,061
26.5 %
10,982
(3,232)
27.7 %
72.4 %
$
$
$
19
Selling, general and administrative (SG&A) expenses include labor and warehousing costs associated with our
distribution and logistics services and all costs associated with our fee-for-service arrangements. Distribution costs are
included in SG&A expenses and include costs to store, move, and prepare products for shipment, as well as costs to deliver
products to customers. The costs to convert new customers to our information systems are generally incurred prior to the
recognition of revenues from new customers. The International segment also included costs for information technology and
other transition services provided by the former owners of Movianto which were substantially completed in 2013.
SG&A expense increased by $165.4 million in 2013 compared to 2012 due to a full year of activity in Movianto.
Domestic SG&A expense also increased over 2012 due to greater fee-for-service sales activity, increased costs to support
strategic initiatives and higher costs associated with workers' compensation, litigation and healthcare. During the second
quarter of 2013, we reached a settlement in the administrative proceedings before the California Board of Equalization related
to certain municipal sales tax incentives. As a result, SG&A expenses were reduced in 2013 by a net amount of $4.3 million,
which was fully offset by the increased costs noted above. In the future, the company expects to receive an ongoing tax
incentive that will vary with eligible revenues generated by sales to California-based customers. More information about this
incentive is provided in Note 18 of Notes to Consolidated Financial Statements included in this annual report.
Depreciation and amortization expense increased in 2013 primarily related to warehouse equipment and
information technology hardware and software acquired with Movianto. In addition, depreciation and amortization increased
$0.8 million in the Domestic segment due to software enhancements for operational efficiency improvements.
Other operating income included finance charge income of $6.0 million and $4.9 million in 2013 and 2012. The
increase over 2012 was due to a $1.6 million increase in income associated with product financing arrangements with
customers in Europe, $0.8 million in foreign exchange gains and a net $0.9 million in Domestic charges incurred in 2012
associated with specific litigation matters and loss contingency expenses which did not recur in 2013.
A discussion of the acquisition-related and exit and realignment charges is included above in the Overview section.
Interest expense, net.
(Dollars in thousands)
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the years ended
December 31,
2013
2012
Change
$
%
13,098
$
13,397
$
(299)
(2.2)%
Effective interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.05%
6.17%
For 2013, the decrease in interest expense was primarily from lower commitment fees in our new revolving credit
facility effective June 2012, partially offset by less interest income earned on cash and cash equivalents.
Income taxes.
(Dollars in thousands)
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the years ended
December 31,
2013
2012
Change
$
%
74,103
$
74,353
$
(250)
(0.3)%
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40.1%
40.6%
The provision for income taxes decreased from 2012 due to the impact of non-deductible acquisition-related costs in
2012 incurred as a result of the Movianto acquisition as well as results of benefits recognized in 2013 upon the conclusion of
examinations of our 2009 and 2010 Federal and certain state income tax returns. These benefits were partially offset by the
impact of foreign taxes.
20
Financial Condition, Liquidity and Capital Resources
Financial condition. We monitor operating working capital through days sales outstanding (DSO) and
merchandise inventory turnover. We estimate a hypothetical increase (decrease) in DSO of one day would result in a decrease
(increase) in our cash balances, an increase (decrease) in borrowings against our revolving credit facility, or a combination
thereof of approximately $28 million.
The majority of our cash and cash equivalents are held in cash depository accounts with major banks in the United
States and Europe or invested in high-quality, short-term liquid investments. Changes in our working capital can vary in the
normal course of business based upon the timing of inventory purchases, collection of accounts receivable, and payment to
suppliers.
(Dollars in millions)
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts and notes receivable, net of allowances . . . . . . . . . $
Consolidated DSO (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchandise inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Consolidated inventory turnover (2). . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
For the years ended
December 31,
2014
2013
56.8
626.2
22.1
872.5
10.1
608.8
$
$
$
$
101.9
572.9
22.1
771.7
10.4
643.9
$
$
$
$
Change
$
(45.1)
53.3
%
(44.3)%
9.3 %
100.8
13.1 %
(35.1)
(5.5)%
(1) Based on year end accounts receivable and net revenue for the fourth quarter
(2) Based on average annual inventory and costs of goods sold for the years ended December 31, 2014 and 2013
Liquidity and capital expenditures. The following table summarizes our consolidated statements of cash flows for the
years ended December 31, 2014, 2013 and 2012:
(Dollars in millions)
Net cash provided by (used for) continuing operations:
Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
2012
(3.8) $
(317.3)
278.6
(2.7)
45.1
$
140.6
(57.1)
(82.0)
2.5
$
4.0
$
218.5
(190.8)
(68.4)
2.7
(38.0)
Cash used for operating activities in 2014 reflected unfavorable changes in working capital driven primarily by the
timing of vendor payments and increased net working capital needs resulting from strong sales growth. Depreciation and
amortization in the statement of cash flow for 2014 includes $6.0 million in accelerated amortization which is included in
acquisition-related and exit and realignment charges in the statement of income related to the change in useful life (from 10
years to 1 year) for an information system which is being replaced in the International segment. Cash from operating activities
for 2013 decreased compared to 2012 due to changes in working capital, including increases in accounts and notes receivable
which experienced an increase in DSO of 1.3 days (unfavorable impact on cash of $33.3 million).
Cash used for investing activities in 2014 included cash paid for the acquisitions of Medical Action and Arc Royal
of approximately $261.6 million plus assumed third-party debt (capital lease obligations) of $13.4 million and capital
expenditures of $70.8 million (compared to $60.1 million in 2013) primarily related to distribution center and logistics facility
moves and modifications and information technology initiatives. In 2012, we acquired Movianto in exchange for
approximately $155.2 million of cash plus assumed third-party debt (primarily capitalized leases) of $2.1 million. Domestic
segment capital expenditures were $34.5 million in 2012, primarily related to our strategic and operational efficiency
initiatives, particularly initiatives relating to information technology enhancements.
In 2014, cash provided by financing activities reflects proceeds from borrowings of $581.4 million and the
repayment of long-term debt of $217.4 million. We paid dividends of $63.1 million, $60.7 million and $55.7 million and
repurchased common stock under a share repurchase program for $9.9 million, $18.9 million and $15.0 million in the years
ended December 31, 2014, 2013 and 2012.
21
Capital resources. Our sources of liquidity include cash and cash equivalents and a revolving credit facility. On
September 17, 2014, we amended our existing Credit Agreement with Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A.,
Bank of America, N.A. and a syndicate of financial institutions (the Amended Credit Agreement) increasing our borrowing
capacity from $350 million to $450 million and extending the term through 2019. Under the Amended Credit Agreement, we
have the ability to request two one -year extensions and to request an increase in aggregate commitments by up to $200
million. The interest rate on the Amended Credit Agreement, which is subject to adjustment quarterly, is based on the London
Interbank Offered Rate (LIBOR), the Federal Funds Rate or the Prime Rate, plus an adjustment based on the better of our debt
ratings or leverage ratio (Credit Spread) as defined by the Amended Credit Agreement. We are charged a commitment fee of
between 12.5 and 25.0 basis points on the unused portion of the facility. The terms of the Amended Credit Agreement limit the
amount of indebtedness that we may incur and require us to maintain ratios for leverage and interest coverage, including on a
pro forma basis in the event of an acquisition. We may utilize the revolving credit facility for long-term strategic growth,
capital expenditures, working capital and general corporate purposes. If we were unable to access the revolving credit facility,
it could impact our ability to fund these needs. Based on our leverage ratio at December 31, 2014, the interest rate under the
credit facility is LIBOR plus 1.375%.
At December 31, 2014 , we had $33.7 million in borrowings and letters of credit of approximately $5.0 million
outstanding under the Amended Credit Agreement, leaving $411 million available for borrowing. We also have a $1.5 million
letter of credit outstanding as of December 31, 2014 and 2013, which supports our facilities leased in Europe.
On September 16, 2014, we issued $275 million of 3.875% senior notes due 2021 (the “2021 Notes”) and $275
million of 4.375% senior notes due 2024 (the “2024 Notes”). The 2021 Notes were sold at 99.5% of the principal amount with
an effective yield of 3.951%. The 2024 Notes were sold at 99.6% of the principal amount with an effective yield of 4.422%.
Interest on the 2021 Notes and 2024 Notes is payable semiannually in arrears, commencing on March 15, 2015 and December
15, 2014, respectively. We have the option to redeem the 2021 Notes and 2024 Notes in part or in whole prior to maturity at a
redemption price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled
payments discounted at the Treasury Rate plus 30 basis points. We are deferring and amortizing over the respective terms $5.3
million in costs incurred in connection with the issuance of the 2021 Notes and the 2024 Notes.
We used a portion of the proceeds from the 2021 Notes and the 2024 Notes to complete the Medical Action and
ArcRoyal acquisitions in the fourth quarter for a combined purchase price of $261.6 million, net of cash acquired, and
including debt assumed of $13.4 million (capitalized lease obligations). We also used a portion of the proceeds to fund the
early retirement of all of our 2016 Notes, which included the payment of a $17.4 million redemption premium. We recorded a
net loss on the early retirement of our 2016 Notes of $14.9 million, which includes the redemption premium offset by the
recognition of a gain on previously settled interest rate swaps.
The IRS on January 10, 2014 released final regulations relating to the adjustment of inventory costs for certain
sales based vendor charge-backs and the allowable treatment of these charge-backs in tax LIFO calculations. Based upon a
2013 accounting method change filed with the IRS and current regulatory guidance and case law we do not believe that these
regulations will have a material impact on our financial statements or cash flow.
We paid quarterly cash dividends on our outstanding common stock at the rate of $0.25 per share during 2014,
$0.24 per share during 2013, and $0.22 per share during 2012. Our annual dividend payout ratio for the three years ended
December 31, 2014, based on Adjusted EPS, was in the range of 47.6% to 57.1%. In February 2015, the Board of Directors
approved a 1.0% increase in the amount of our quarterly dividend to $0.2525 per common share. We anticipate continuing to
pay quarterly cash dividends in the future. However, the payment of future dividends remains within the discretion of the
Board of Directors and will depend upon our results of operations, financial condition, capital requirements and other factors.
In February 2014, the Board of Directors authorized a share repurchase program of up to $100 million of our
outstanding common stock to be executed at the discretion of management over a three-year period, expiring in February
2017. The program is intended to offset shares issued in conjunction with our stock incentive plan and may be suspended or
discontinued at any time. During 2014, we repurchased approximately 0.3 million shares at $9.9 million under this program.
At December 31, 2014, the remaining amount authorized for repurchase under this program was $90.1 million.
We believe available financing sources, including cash generated by operating activities and borrowings under the
Amended Credit Agreement, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic
growth, payments under long-term debt and lease arrangements, payments of quarterly cash dividends, share repurchases and
other cash requirements. While we believe that we will have the ability to meet our financing needs in the foreseeable future,
changes in economic conditions may impact (i) the ability of financial institutions to meet their contractual commitments to
us, (ii) the ability of our customers and suppliers to meet their obligations to us or (iii) our cost of borrowing.
22
We earn a portion of our operating earnings in foreign jurisdictions outside the U.S., which we consider to be
indefinitely reinvested. Accordingly, no U.S. federal and state income taxes and withholding taxes have been provided on
these earnings. Our cash, cash-equivalents, short-term investments, and marketable securities held by our foreign subsidiaries
totaled $31.5 million and $22.2 million as of December 31, 2014 and 2013. We do not intend, nor do we foresee a need, to
repatriate these funds or other assets held outside the U.S. In the future, should we require more capital to fund discretionary
activities in the U.S. than is generated by our domestic operations and is available through our borrowings, we could elect to
repatriate cash or other assets from foreign jurisdictions that have previously been considered to be indefinitely reinvested.
Off-Balance Sheet Arrangements
We do not have guarantees or other off-balance sheet financing arrangements, including variable interest entities,
which we believe could have a material impact on financial condition or liquidity.
Contractual Obligations
The following is a summary of our significant contractual obligations as of December 31, 2014:
(Dollars in millions)
Contractual obligations
Long-term debt (1) . . . . . . . . . . . . . . . . . . $
Revolving credit facility (1) . . . . . . . . . . .
Purchase obligations (2) . . . . . . . . . . . . . .
Operating leases (2) . . . . . . . . . . . . . . . . . .
Capital lease obligations (1) . . . . . . . . . . .
Unrecognized tax benefits, net (3). . . . . . .
Other long-term liabilities (4) . . . . . . . . . .
Total contractual obligations . . . . . . . . . . $
Payments due by period
Less than 1
year
1-3 years
4-5 years
$
22.7
0.5
39.8
57.5
7.3
—
2.9
$
45.4
0.5
68.3
93.6
12.5
—
4.1
45.4
34.1
0.3
65.4
8.2
—
4.5
Total
742.3
$
35.1
108.4
290.5
46.1
7.1
86.3
After 5
years
$
628.8
—
—
74.0
18.1
—
74.8
1,315.8
$
130.7
$
224.4
$
157.9
$
795.7
(1)
(2)
(3)
(4)
See Note 10 of Notes to Consolidated Financial Statements. Debt is assumed to be held to maturity with interest
paid at the stated rate in effect at December 31, 2014.
See Note 18 of Notes to Consolidated Financial Statements.
We cannot reasonably estimate the timing of cash settlement for the liability associated with unrecognized tax
benefits.
Other long-term liabilities include estimated minimum required payments for our unfunded retirement plan for
certain officers. See Note 13 of Notes to Consolidated Financial Statements. Certain long-term liabilities,
including deferred tax liabilities and post-retirement benefit obligations, are excluded as we cannot reasonably
estimate the timing of payments for these items.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S.
generally accepted accounting principles. The preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amounts and related disclosures. We continually evaluate the accounting policies and
estimates used to prepare the financial statements.
Critical accounting policies are defined as those policies that relate to estimates that require us to make
assumptions about matters that are highly uncertain at the time the estimate is made and could have a material impact on our
results due to changes in the estimate or the use of different assumptions that could reasonably have been used. Our estimates
are generally based on historical experience and various other assumptions that are judged to be reasonable in light of the
relevant facts and circumstances. Because of the uncertainty inherent in such estimates, actual results may differ. We believe
our critical accounting policies and estimates include allowances for losses on accounts and notes receivable, inventory
valuation, accounting for goodwill and long-lived assets, self-insurance liabilities, supplier incentives, and business
combinations.
23
Allowances for losses on accounts and notes receivable. We maintain valuation allowances based upon the
expected collectability of accounts and notes receivable. The allowances include specific amounts for accounts that are likely
to be uncollectible, such as customer bankruptcies and disputed amounts, and general allowances for accounts that may
become uncollectible. These allowances are estimated based on a number of factors, including industry trends, current
economic conditions, creditworthiness of customers, age of the receivables, changes in customer payment patterns, and
historical experience. At December 31, 2014, accounts and notes receivable were $626.2 million, net of allowances of $13.3
million. An unexpected bankruptcy or other adverse change in the financial condition of a customer could result in increases in
these allowances, which could have a material effect on the results of operations.
Inventory valuation. Merchandise inventories are valued at the lower of cost or market, with cost determined using
the last-in, first-out (LIFO) method for Domestic segment inventories and the first-in, first-out (FIFO) method for
International segment inventories. An actual valuation of inventory under the LIFO method is made only at the end of the year
based on the inventory levels and costs at that time. LIFO calculations are required for interim reporting purposes and are
based on estimates of the expected mix of products in year-end inventory. In addition, inventory valuation includes estimates
of allowances for obsolescence and variances between actual inventory on-hand and perpetual inventory records that can arise
throughout the year. These estimates are based on factors such as the age of inventory and historical trends. At December 31,
2014, the carrying value of inventory was $872.5 million, which is $116.2 million lower than the value of inventory had it all
been accounted for on a FIFO basis.
Goodwill and long-lived assets. Goodwill represents the excess of consideration paid over the fair value of
identifiable net assets acquired. Long-lived assets, which are a component of identifiable net assets, include intangible assets
with finite useful lives, property and equipment, and computer software costs. Intangible assets with finite useful lives consist
primarily of customer relationships and non-compete agreements acquired through business combinations. Certain
assumptions and estimates are employed in determining the fair value of identifiable net assets acquired.
We evaluate goodwill for impairment annually and whenever events occur or changes in circumstance indicate that
the carrying amount of goodwill may not be recoverable. In performing the impairment test, we perform qualitative
assessments based on macroeconomic conditions, structural changes in the industry, estimated financial performance, and
other relevant information. If necessary, we perform a quantitative analysis to estimate the fair value of the reporting unit
using valuation techniques, including comparable multiples of the reporting unit's earnings before interest, taxes, depreciation
and amortization (EBITDA) and discounted cash flows. The EBITDA multiples are based on an analysis of current enterprise
valuations and recent acquisition prices of similar companies, if available. Goodwill totaled $423.3 million at December 31,
2014.
Long-lived assets, which exclude goodwill, are evaluated for impairment whenever events or changes in
circumstances indicate that the carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for
potential impairment by comparing the carrying value of an asset, or group of related assets, to its estimated undiscounted
future cash flows. At December 31, 2014, long-lived assets included property and equipment of $233.0 million, net of
accumulated depreciation; intangible assets of $108.6 million, net of accumulated amortization; and computer software costs
of $75.2 million, net of accumulated amortization.
We did not record any material impairment losses related to goodwill or long-lived assets in 2014. However, the
impairment review of goodwill and long-lived assets requires the extensive use of accounting judgment, estimates and
assumptions. The application of alternative assumptions could produce materially different results.
Self-insurance liabilities. We are self-insured for most employee healthcare, workers’ compensation and
automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are
estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile
liability claims are estimated using historical claims data and loss development factors. If the underlying facts and
circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to
record additional expense that could have a material effect on the results of operations. Self-insurance liabilities recorded in
our consolidated balance sheets for employee healthcare, workers’ compensation and automobile liability costs totaled $13.0
million at December 31, 2014 and $13.9 million at December 31, 2013.
Supplier incentives. We have contractual arrangements with certain suppliers that provide incentives, including
operational efficiency and performance-based incentives, on a monthly, quarterly or annual basis. These incentives are
recognized as a reduction in cost of goods sold as targets become probable of achievement. Supplier incentives receivable are
recorded for interim and annual reporting purposes and are based on our estimate of the amounts which are expected to be
realized. If we do not achieve required targets under certain programs as estimated, it could have a material adverse effect on
our results of operations.
24
Business Combinations. We allocate the fair value of purchase consideration to the tangible assets acquired,
liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase
consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair
values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with
respect to intangible assets.
Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from
customer relationships and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable,
but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 1 of Notes to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in interest rates related to our revolving credit facility. We had $33.7
million in outstanding borrowings and $5.0 million in letters of credit under the facility at December 31, 2014. A hypothetical
increase in interest rates of 100 basis points would result in a potential reduction in future pre-tax earnings of approximately
$0.1 million per year for every $10 million of outstanding borrowings under the revolving credit facility.
Due to the nature and pricing of our Domestic segment distribution services, we are exposed to potential volatility in
fuel prices. Our strategies for helping to mitigate our exposure to changing domestic fuel prices have included entering into
leases for trucks with improved fuel efficiency. We benchmark our domestic diesel fuel purchase prices against the U.S. Weekly
Retail On-Highway Diesel Prices (benchmark) as quoted by the U.S. Energy Information Administration. The benchmark
averaged $3.82 per gallon in 2014, decreased 2% from $3.92 per gallon in 2013. Based on our fuel consumption in 2014, we
estimate that every 10 cents per gallon increase in the benchmark would reduce our Domestic segment operating earnings by
approximately $0.3 million.
In the normal course of business, we are exposed to foreign currency translation and transaction risks. Our business
transactions outside of the United States are primarily denominated in the Euro and British Pound. We may use foreign
currency forwards, swaps and options, where possible, to manage our risk related to certain foreign currency fluctuations.
However, we believe that our foreign currency transaction risks are low since our revenues and expenses are typically
denominated in the same currency.
Item 8. Financial Statements and Supplementary Data
See Item 15. Exhibits and Financial Statement Schedules.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
We carried out an evaluation, with the participation of management, including our principal executive officer and
principal financial officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation,
the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were
effective as of December 31, 2014.
On October 1, 2014 and November 1, 2014, we completed our acquisitions of Medical Action and ArcRoyal,
respectively. As permitted by the Securities and Exchange Commission under the current year acquisition scope exception, we
have excluded these acquisitions from our 2014 assessment of the effectiveness of our internal control over financial reporting
since it was not practicable for management to conduct an assessment of internal control over financial reporting between the
acquisition date and the date of management’s assessment.
Except for the effect of the Medical Action and ArcRoyal acquisitions, there have been no change in our internal
control over financial reporting during our last fiscal quarter (our fourth quarter in the case of an annual report) ended
December 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
25
Item 9B. Other Information
On October 16, 2014, we redeemed all of our $200 million 6.35% senior notes due in 2016 (2016 Notes), which
included the payment of a $17.4 million redemption premium. In connection with the redemption of the 2016 Notes, we
terminated the Indenture dated April 7, 2006 under which the notes were issued.
26
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f), for Owens & Minor, Inc. (the company). Under the supervision and with
the participation of management, including the company’s principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on
the framework in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
In reliance on guidance set forth in Question 3 of a “Frequently Asked Questions” interpretative release issued by the
Staff of the SEC’s Office of the Chief Accountant and the Division of Corporation Finance in September 2004, as revised on
September 24, 2007, regarding Securities Exchange Act Release No. 34-47986, Management’s Report on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, management determined that it would
exclude the Medical Action and ArcRoyal businesses, which were acquired on October 1, 2014 and November 1, 2014,
respectively, from the scope of the assessment of the effectiveness of our internal control over financial reporting. The reason
for this exclusion is that we acquired Medical Action and ArcRoyal in the fourth quarter of 2014 and it was not practical for
management to conduct an assessment of internal control over financial reporting in the period between the dates the
acquisitions were completed and the date of management’s assessment. Accordingly, management excluded Medical Action
and ArcRoyal from its assessment of internal control over financial reporting. These acquisitions represent $340 million of total
assets and $46.9 million of revenues as of and for the year ended December 31, 2014, of our consolidated financial statements.
Medical Action and ArcRoyal will be included in management’s assessment of internal control over financial reporting for the
year ending December 31, 2015.
Based on our evaluation under the COSO framework, management concluded that the company’s internal control
over financial reporting was effective as of December 31, 2014.
The effectiveness of the company’s internal control over financial reporting as of December 31, 2014, has been
audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in this
annual report.
/s/ James L. Bierman
James L. Bierman
President & Chief Executive Officer
/s/ Richard A. Meier
Richard A. Meier
Executive Vice President & Chief Financial Officer
27
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Owens & Minor, Inc.:
We have audited Owens & Minor, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria
established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Owens & Minor, Inc.’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Owens & Minor, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
Owens & Minor, Inc. acquired Medical Action Industries, Inc. on October 1, 2014 and ArcRoyal on November 1, 2014, and
management excluded from its assessment of the effectiveness of Owens & Minor, Inc.'s internal control over financial
reporting as of December 31, 2014, Medical Action Industries, Inc.'s internal control over financial reporting associated with
total assets of $269 million and total revenues of $40 million and ArcRoyal's internal control over financial reporting associated
with total assets of $71 million and total revenues of $7 million included in the consolidated financial statements of Owens &
Minor, Inc. as of and for the year ended December 31, 2014. Our audit of internal control over financial reporting of Owens &
Minor, Inc. also excluded an evaluation of the internal control over financial reporting of Medical Action Industries, Inc. and
ArcRoyal.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Owens & Minor, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related
consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2014 and our report dated February 23, 2015, expressed an unqualified
opinion on those consolidated financial statements.
/s/ KPMG LLP
Richmond, Virginia
February 23, 2015
28
Items 10-14.
Part III
Information required by Items 10-14 can be found at the end of the electronic filing of this Form 10-K and the
registrant’s 2015 Proxy Statement pursuant to instructions (1) and G(3) of the General Instructions to Form 10-K.
Because our common stock is listed on the (cid:1)ew York Stock Exchange ((cid:1)YSE), our Chief Executive Officer is
required to make, and he has made, an annual certification to the (cid:1)YSE stating that he was not aware of any violation by of the
corporate governance listing standards of the (cid:1)YSE. Our Chief Executive Officer made his annual certification to that effect to
the (cid:1)YSE as of May 19, 2014. In addition, we have filed, as exhibits to this Annual Report on Form 10-K, the certifications of
our principal executive officer and principal financial officer required under Sections 906 and 302 of the Sarbanes-Oxley Act of
2002 to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure.
29
Item 15. Exhibits and Financial Statement Schedules
a) The following documents are filed as part of this report:
Part IV
Consolidated Statements of Income for the Years Ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013, and 2012 .
Consolidated Balance Sheets as of December 31, 2014 and 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012 . . . . . . . . . . .
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2014, 2013
and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Quarterly Financial Information (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
31
32
33
34
35
36
65
66
b) Exhibits:
See Index to Exhibits on page 67.
30
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Year ended December 31,
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of goods sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general, and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related and exit and realignment charges . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
9,440,182
8,270,216
1,169,966
$
2013
9,071,532
7,954,457
1,117,075
926,977
42,801
57,125
(16,473)
159,536
14,890
18,163
126,483
59,980
863,656
12,444
50,586
(7,694)
198,083
—
13,098
184,985
74,103
$
2012
8,868,324
7,943,670
924,654
682,595
10,164
39,604
(4,462)
196,753
—
13,397
183,356
74,353
66,503
$
110,882
$
109,003
Net income attributable to Owens & Minor, Inc. per common share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash dividends per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.06
1.06
1.00
$
$
$
1.76
1.76
0.96
$
$
$
1.72
1.72
0.88
See accompanying notes to consolidated financial statements.
31
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year ended December 31,
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive income, net of tax:
Currency translation adjustments (net of income tax of $0 in 2014,
$111 in 2013 and $210 in 2012) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in unrecognized net periodic pension costs (net of income tax
of $2,361 in 2014, $2,429 in 2013 and $1,671 in 2012). . . . . . . . . . . . .
Other (net of income tax of $72 in 2014, $32 in 2013 and $32 in 2012)
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
2012
66,503
$
110,882
$
109,003
(29,539)
(3,844)
(186)
(33,569)
32,934
6,143
3,839
(8)
9,974
9,749
(2,611)
(50)
7,088
$
120,856
$
116,091
See accompanying notes to consolidated financial statements.
32
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31,
Assets
Current assets
2014
2013
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts and notes receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,772
$
626,192
872,457
315,285
101,905
572,854
771,663
279,510
1,870,706
1,725,932
232,979
423,276
108,593
99,852
191,961
275,439
40,406
90,304
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,735,406
$
2,324,042
Liabilities and equity
Current liabilities
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued payroll and related liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, excluding current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
608,846
$
643,872
31,507
37,979
326,223
1,004,555
608,551
63,901
67,561
23,296
41,613
281,427
990,208
212,786
43,727
52,278
1,744,568
1,298,999
Commitments and contingencies
Equity
Owens & Minor, Inc. shareholders’ equity
Common stock, par value $2 per share; authorized—200,000 shares; issued and
outstanding—63,070 shares and 63,096 shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Owens & Minor, Inc. shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
126,140
202,934
685,765
(24,001)
990,838
—
126,193
196,605
691,547
9,568
1,023,913
1,130
990,838
1,025,043
2,735,406
$
2,324,042
See accompanying notes to consolidated financial statements.
33
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to cash provided by (used for)
operating activities of continuing operations:
2014
2013
2012
66,503
$
110,882
$
109,003
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for losses on accounts and notes receivable . . . . . . . . . . . . . .
Loss on early retirement of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merchandise inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in other assets and liabilities . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash (used for) provided by operating activities . . . . . . . . . . . . . . . . . . . .
Investing activities:
Acquisition, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to computer software and intangible assets . . . . . . . . . . . . . . . . . .
Additions to property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of property and equipment. . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from investment sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash used for investing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities:
Proceeds from issuance of debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits related to share-based compensation . . . . . . . . . . . . . . . .
Purchase of noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) financing activities . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents. . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year. . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . $
63,407
8,207
(3,385)
448
14,890
(17,803)
(57,329)
(52,148)
(25,828)
(723)
(3,761)
(248,536)
(22,384)
(48,424)
156
1,937
(317,251)
547,693
33,700
(217,352)
(63,104)
(9,934)
(5,391)
1,180
582
(1,500)
(7,314)
278,560
(2,681)
(45,133)
101,905
56,772
$
See accompanying notes to consolidated financial statements.
50,586
6,381
3,713
787
—
(38,645)
(7,064)
47,374
(32,337)
(1,123)
140,554
—
(32,010)
(28,119)
3,051
—
(57,078)
—
—
—
(60,731)
(18,876)
—
5,352
898
—
(8,623)
(81,980)
2,521
4,017
97,888
101,905
$
39,604
5,697
1,060
1,004
—
27,161
58,734
(18,694)
(4,490)
(573)
218,506
(155,210)
(29,131)
(9,832)
3,298
—
(190,875)
—
—
—
(55,681)
(15,000)
(1,303)
4,986
1,293
—
(2,710)
(68,415)
2,734
(38,050)
135,938
97,888
34
OWENS & MINOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands, except per share data)
Owens & Minor, Inc. Shareholders’ Equity
Common Shares
Outstanding
Common Stock
($2 par value)
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest
Total Equity
63,449
$ 126,900
$ 179,052
$ 619,629
$
(7,494) $
1,130
$ 919,217
Balance, December 31, 2011 .
Net income . . . . . . . . . . . . . . . .
Other comprehensive income .
Dividends declared ($0.88 per
share) . . . . . . . . . . . . . . . . . . . .
Shares repurchased and retired
(522)
(1,043)
Share-based compensation
expense, exercises and other . .
344
687
8,342
Balance, December 31, 2012 .
63,271
126,544
187,394
Net income . . . . . . . . . . . . . . . .
Other comprehensive income .
Dividends declared ($0.96 per
share) . . . . . . . . . . . . . . . . . . . .
Shares repurchased and retired
Share-based compensation
expense, exercises and other . .
Balance, December 31, 2013 .
Net income . . . . . . . . . . . . . . . .
Other comprehensive loss . . . .
Dividends declared ($1.00 per
share) . . . . . . . . . . . . . . . . . . . .
Shares repurchased and retired
Share-based compensation
expense, exercises and other . .
Purchase of noncontrolling
interest . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2014 .
(560)
(1,120)
385
769
9,211
63,096
126,193
196,605
(291)
265
(583)
530
63,070
$ 126,140
7,024
(695)
$ 202,934
109,003
(55,681)
(13,957)
658,994
110,882
(60,573)
(17,756)
691,547
66,503
(62,934)
(9,351)
7,088
(406)
1,130
9,974
109,003
7,088
(55,681)
(15,000)
9,029
973,656
110,882
9,974
(60,573)
(18,876)
9,980
9,568
1,130
1,025,043
(33,569)
66,503
(33,569)
(62,934)
(9,934)
7,554
$ 685,765
$ (24,001) $
(1,130)
(1,825)
— $ 990,838
See accompanying notes to consolidated financial statements.
35
OWENS & MINOR, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(in thousands, unless otherwise indicated)
Note 1—Summary of Significant Accounting Policies
Owens & Minor, Inc. and subsidiaries (we, us or our), is a Fortune 500 company headquartered in Richmond,
Virginia. We are a leading healthcare logistics company that connects the world of medical products to the point of care by
providing vital supply chain assistance to the providers of healthcare services and the manufacturers of healthcare products,
supplies, and devices in the United States and Europe. We serve our customers with a service portfolio that covers procurement,
inventory management, delivery and sourcing for the healthcare market. With fully developed networks in the United States
and Europe, we are equipped to serve a customer base ranging from hospitals, integrated healthcare systems, group purchasing
organizations, and the U.S. federal government, to manufacturers of life-science and medical devices and supplies, including
pharmaceuticals in Europe.
Our Domestic segment includes all functions in the United States relating to our role as a healthcare logistics
company providing distribution, packaging and logistics services to healthcare providers and manufacturers. The International
segment consists of our European third-party logistics and packaging businesses.
Basis of Presentation. The consolidated financial statements include the accounts of Owens & Minor, Inc. and the
subsidiaries it controls, in conformity with U.S generally accepted accounting principles (GAAP). During 2014, we purchased
the remaining outside stockholder's interest in a consolidated subsidiary that was partially owned. Therefore we do not present
a noncontrolling interest as a component of equity as of December 31, 2014. All significant intercompany accounts and
transactions have been eliminated.
Reclassifications. Certain prior year amounts have been reclassified to conform to current year presentation.
Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires us to
make assumptions and estimates that affect reported amounts and related disclosures. Estimates are used for, but are not limited
to, the allowances for losses on accounts and notes receivable, inventory valuation allowances, supplier incentives, depreciation
and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, valuation of property held for
sale, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies.
Actual results may differ from these estimates.
Cash and Cash Equivalents. Cash and cash equivalents includes cash and marketable securities with an original
maturity or maturity at acquisition of three months or less. Cash and cash equivalents are stated at cost. Nearly all of our cash
and cash equivalents are held in cash depository accounts in major banks in the United States and Europe.
Book overdrafts represent the amount of outstanding checks issued in excess of related bank balances and are
included in accounts payable in our consolidated balance sheets, as they are similar to trade payables and are not subject to
finance charges or interest. Changes in book overdrafts are classified as operating activities in our consolidated statements of
cash flows.
Accounts and Notes Receivable, Net. Accounts receivable from customers are recorded at the invoiced amount. We
assess finance charges on overdue accounts receivable that are recognized as other operating income based on their estimated
ultimate collectability. We have arrangements with certain customers under which they make deposits on account. Customer
deposits in excess of outstanding receivable balances are classified as other current liabilities.
We maintain valuation allowances based upon the expected collectability of accounts and notes receivable. Our
allowances include specific amounts for accounts that are likely to be uncollectible, such as customer bankruptcies and
disputed amounts and general allowances for accounts that may become uncollectible. Allowances are estimated based on a
number of factors, including industry trends, current economic conditions, creditworthiness of customers, age of the
receivables, changes in customer payment patterns, and historical experience. Account balances are charged off against the
allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Financing Receivables and Payables. We have an order-to-cash program in our International segment under which
we invoice manufacturers’ customers and remit collected amounts to the manufacturers. We retain credit risk for certain
uncollected receivables under this program where contractually obligated. We continually monitor the expected collectability in
this program and maintain valuation allowances when it is likely that an amount may be or may become uncollectible.
Allowances are estimated based on a number of factors including creditworthiness of customers, age of the receivables and
36
historical experience. We write off uncollected receivables under this program when collection is no longer being pursued. At
December 31, 2014 and 2013, the allowance for uncollectible accounts as part of this program was $0.4 million and $0.1
million. Fees charged for this program are included in net revenue. Product pricing and related product risks are retained by the
manufacturer. Balances receivable and related amounts payable under this program are classified in other current assets and
other current liabilities in the consolidated balance sheets.
Merchandise Inventories. Merchandise inventories are valued at the lower of cost or market, with cost determined
by the last-in, first-out (LIFO) method for Domestic segment inventories. Cost of International segment inventories is
determined using the first-in, first out (FIFO) method.
Property and Equipment. Property and equipment are stated at cost less accumulated depreciation or, if acquired
under capital leases, at the lower of the present value of minimum lease payments or fair market value at the inception of the
lease less accumulated amortization. Depreciation and amortization expense for financial reporting purposes is computed on a
straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the
term of the lease, if shorter. In general, the estimated useful lives for computing depreciation and amortization are four to 15
years for warehouse equipment, five to 40 years for buildings and building improvements, and three to eight years for
computers, furniture and fixtures, and office and other equipment. Straight-line and accelerated methods of depreciation are
used for income tax purposes. Normal maintenance and repairs are expensed as incurred, and renovations and betterments are
capitalized.
Leases. We have entered into non-cancelable agreements to lease most of our office and warehouse facilities with
remaining terms generally ranging from one to fifteen years. We also lease most of our transportation and material handling
equipment for terms generally ranging from three to ten years. Certain information technology assets embedded in an
outsourcing agreement are accounted for as capital leases. Leases are classified as operating leases or capital leases at their
inception. Rent expense for leases with rent holidays or pre-determined rent increases are recognized on a straight-line basis
over the lease term. Incentives and allowances for leasehold improvements are deferred and recognized as a reduction of rent
expense over the lease term.
Goodwill. We evaluate goodwill for impairment annually and whenever events occur or changes in circumstance
indicate that the carrying amount of goodwill may not be recoverable. In 2014 we changed the date of our annual goodwill
impairment test from April 30 to October 1 to better align the timing of our analysis with the annual planning and budgeting
process. We review goodwill first by performing a qualitative assessment to determine if it is more likely than not that the fair
value of a reporting unit exceeds its carrying value. If not, we then perform a quantitative assessment by first comparing the
carrying amount to the fair value of the reporting unit. If the fair value of the reporting unit is determined to be less than its
carrying value, a second step is performed to measure the goodwill impairment loss as the excess of the carrying value of the
reporting unit’s goodwill over the estimated fair value of its goodwill. We estimate the fair value of the reporting unit using
valuation techniques which can include comparable multiples of the unit’s earnings before interest, taxes, depreciation and
amortization (EBITDA) and present value of expected cash flows. The EBITDA multiples are based on an analysis of current
enterprise values and recent acquisition prices of similar companies, if available.
Intangible Assets. Intangible assets acquired through purchases or business combinations are stated at fair value at
the acquisition date and net of accumulated amortization in the consolidated balance sheets. Intangible assets, consisting
primarily of customer relationships, customer contracts, non-competition agreements, trademarks, and tradenames are
amortized over their estimated useful lives. In determining the useful life of an intangible asset, we consider our historical
experience in renewing or extending similar arrangements. Customer relationships are generally amortized over 10 to 15 years
and other intangible assets are amortized generally for periods between one and 15 years, based on their pattern of economic
benefit or on a straight-line basis.
Computer Software. We develop and purchase software for internal use. Software development costs incurred
during the application development stage are capitalized. Once the software has been installed and tested, and is ready for use,
additional costs incurred in connection with the software are expensed as incurred. Capitalized computer software costs are
amortized over the estimated useful life of the software, usually between three and ten years. Computer software costs are
included in other assets, net, in the consolidated balance sheets. Unamortized software at December 31, 2014 and 2013 was
$75.2 million and $74.4 million. Depreciation and amortization expense includes $16.4 million, $14.2 million and $11.0
million of software amortization for the years ended December 31, 2014, 2013 and 2012. Additional amortization of $6.0
million related to the accelerated amortization of an information system which is being replaced in the International segment is
included in acquisition-related and exit and realignment charges in the 2014 consolidated statement of income.
37
Long-Lived Assets. Long-lived assets, which include property and equipment, finite-lived intangible assets, and
unamortized software costs, are evaluated for impairment whenever events or changes in circumstances indicate that the
carrying amount of long-lived assets may not be recoverable. We assess long-lived assets for potential impairment by
comparing the carrying value of an asset, or group of related assets, to their estimated undiscounted future cash flows.
Self-Insurance Liabilities. We are self-insured for most employee healthcare, workers’ compensation and
automobile liability costs; however, we maintain insurance for individual losses exceeding certain limits. Liabilities are
estimated for healthcare costs using current and historical claims data. Liabilities for workers’ compensation and automobile
liability claims are estimated using historical claims data and loss development factors. If the underlying facts and
circumstances of existing claims change or historical trends are not indicative of future trends, then we may be required to
record additional expense or reductions to expense. Self-insurance liabilities are included in other accrued liabilities on the
consolidated balance sheets.
Revenue Recognition. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has
occurred or services have been rendered, the price or fee is fixed or determinable, and collectability is reasonably assured.
Under most of our distribution contracts, we record revenue at the time shipment is completed as title passes to the customer
when the product is received by the customer.
Revenue for activity-based fees and other services is recognized as work is performed and as amounts are earned.
Depending on the specific contractual provisions and nature of the deliverable, revenue from services may be recognized on a
straight-line basis over the term of the service, on a proportional performance model, based on level of effort, or when final
deliverables have been provided. Additionally, we generate fees from arrangements that include performance targets related to
cost-saving initiatives for customers that result from our supply-chain management services. Achievement against performance
targets, measured in accordance with contractual terms, may result in additional fees paid to us or, if performance targets are
not achieved, we may be obligated to refund or reduce a portion of our fees or to provide credits toward future purchases by the
customer. For these arrangements, all contingent revenue is deferred and recognized as the performance target is achieved and
the applicable contingency is released. When we determine that a loss is probable under a contract, the estimated loss is
accrued.
We allocate revenue for arrangements with multiple deliverables meeting the criteria for a separate unit of
accounting using the relative selling price method and recognize revenue for each deliverable in accordance with applicable
revenue recognition criteria.
In most cases, we record revenue gross, as we are the primary obligor in our sales arrangements, bear the risk of
general and physical inventory loss and carry all credit risk associated with sales. When we act as an agent in a sales
arrangement and do not bear a significant portion of these risks, primarily for our third-party logistics business, we record
revenue net of product cost. Sales taxes collected from customers and remitted to governmental authorities are excluded from
revenues.
Cost of goods sold. Cost of goods sold includes the cost of the product (net of supplier incentives and cash
discounts) and all costs incurred for shipments of products from manufacturers to our distribution centers for all customer
arrangements where we are the primary obligor, bear the risk of general and physical inventory loss and carry all credit risk
associated with sales. We have contractual arrangements with certain suppliers that provide incentives, including cash
discounts for prompt payment, operational efficiency and performance-based incentives. These incentives are recognized as a
reduction in cost of goods sold as targets become probable of achievement.
In situations where we act as an agent in a sales arrangement and do not bear a significant portion of these risks,
primarily for our third-party logistics business, there is no cost of goods sold and all costs to provide the service to the customer
are recorded in SG&A.
As a result of different practices of categorizing costs and different business models throughout our industry, our
gross margins may not necessarily be comparable to other distribution companies.
Selling, General and Administrative (SG&A) Expenses. SG&A expenses include shipping and handling costs, labor
and other costs for selling and administrative functions associated with our distribution and logistics services and all costs
associated with our fee-for-service arrangements.
Shipping and Handling. Shipping and handling costs are included in SG&A expenses on the consolidated statements
of income and include costs to store, move, and prepare products for shipment, as well as costs to deliver products to
customers. Shipping and handling costs totaled $576.8 million, $528.2 million and $372.5 million for the years ended
38
December 31, 2014, 2013 and 2012, respectively. Third-party shipping and handling costs billed to customers, which are
included in net revenue, are immaterial for all periods presented.
Share-Based Compensation. We account for share-based payments to employees at fair value and recognize the
related expense in selling, general and administrative expenses over the service period for awards expected to vest.
Derivative Financial Instruments. We are directly and indirectly affected by changes in certain market conditions,
which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use
derivatives as a risk management tool to mitigate the potential impact of certain market risks, primarily foreign currency
exchange risk. We use forward contracts, which are agreements to buy or sell a quantity of a commodity at a predetermined
future date, and at a predetermined rate or price. We do not enter into derivative financial instruments for trading purposes. All
derivatives are carried at fair value in our consolidated balance sheets, which is determined by using observable market inputs
(Level 2). The cash flow impact of the our derivative instruments is primarily included in our consolidated statements of cash
flows in net cash provided by operating activities.
Income Taxes. We account for income taxes under the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income from continuing operations in the period that includes the enactment date. Valuation allowances are
provided if it is more likely than not that a deferred tax asset will not be realized. When we have claimed tax benefits that may
be challenged by a tax authority, an estimate of the effect of these uncertain tax positions is recorded. It is our policy to provide
for uncertain tax positions and the related interest and penalties based upon an assessment of whether a tax benefit is more
likely than not to be sustained upon examination by tax authorities. To the extent that the tax outcome of these uncertain tax
positions changes, based on our assessment, such changes in estimate may impact the income tax provision in the period in
which such determination is made.
We earn a portion of our operating earnings in foreign jurisdictions outside the United States, which we consider to
be indefinitely reinvested. Accordingly, no United States federal and state income taxes and withholding taxes have been
provided on these earnings. Our cash, cash-equivalents, short-term investments, and marketable securities held by our foreign
subsidiaries totaled $31.5 million and $22.2 million as of December 31, 2014 and 2013. We do not intend, nor do we foresee a
need, to repatriate these funds or other assets held outside the U.S. In the future, should we require more capital to fund
discretionary activities in the U.S. than is generated by our domestic operations and is available through our borrowings, we
could elect to repatriate cash or other assets from foreign jurisdictions that have previously been considered to be indefinitely
reinvested. Upon distribution of these assets, we could be subject to additional U.S. federal and state income taxes and
withholding taxes payable to foreign jurisdictions, where applicable.
Fair Value Measurements. Fair value is determined based on assumptions that a market participant would use in
pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a
distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets
(Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and
(iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value
(Level 3).
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable reported in the
consolidated balance sheets approximate fair value due to the short-term nature of these instruments. Property held for sale is
reported at estimated fair value less selling costs with fair value determined based on recent sales prices for comparable
properties in similar locations (Level 2). The fair value of long-term debt is estimated based on quoted market prices or dealer
quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer
quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average
remaining maturities (Level 2). See Notes 7, 10 and 11 for the fair value of property held for sale, debt instruments and
derivatives.
Acquisition-Related and Exit and Realignment Charges. We present costs incurred in connection with acquisitions
in acquisition-related and exit and realignment charges in our consolidated statements of income. Acquisition-related charges
consist primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate an
acquisition, costs to perform post-closing activities to establish the organizational structure, and costs to transition the acquired
company’s information technology and other operations and administrative functions from the former owner.
39
Costs associated with exit and realignment activities are recorded at their fair value when incurred. Liabilities are
established at the cease-use date for remaining operating lease and other contractual obligations, net of estimated sub-lease
income. The net lease termination cost is discounted using a credit-adjusted risk-free rate of interest. We evaluate these
assumptions quarterly and adjust the liability accordingly. The current portion of accrued lease and other contractual
termination costs is included in other accrued liabilities on the consolidated balance sheets, and the non-current portion is
included in other liabilities. Severance benefits are recorded when payment is considered probable and reasonably estimable.
Income Per Share. Basic and diluted income per share are calculated pursuant to the two-class method, under
which unvested share-based payment awards containing nonforfeitable rights to dividends are participating securities.
Foreign Currency Translation. Our foreign subsidiaries generally consider their local currency to be their
functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars at period-end exchange
rates and revenues and expenses are translated at average exchange rates during the period. Cumulative currency translation
adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity. Gains and losses on
intercompany foreign currency transactions that are long-term in nature and which we do not intend to settle in the foreseeable
future are also recognized in other comprehensive income (loss) in shareholders’ equity. Realized gains and losses from foreign
currency transactions are recorded in other operating income, net in the consolidated statements of income and were not
material to our consolidated results of operations in 2014, 2013, and 2012.
Business Combinations. We account for acquired businesses using the acquisition method of accounting, which
requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any
excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.
Recent Accounting Pronouncements. During 2014, we adopted Accounting Standard Updates (ASU’s) issued by
the Financial Accounting Standards Board (FASB).
We adopted an Accounting Standard Update (ASU) issued by the Financial Accounting Standards Board (FASB) for
presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit
carryforward exists. The adoption of this guidance did not have an impact on our financial position or results of operations.
On May 28, 2014, the FASB issued an ASU, Revenue from Contracts with Customers, which requires an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective on January 1, 2017.
Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition
method. We are evaluating the effect that the ASU will have on our consolidated financial statements and related disclosures.
We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial
reporting.
40
Note 2—Significant Risks and Uncertainties
Many of our hospital customers in the U.S. are represented by group purchasing organizations (GPOs) that contract
with us for services on behalf of the GPO members. GPOs representing a significant portion of our business are Novation, LLC
(Novation), MedAssets Inc. (MedAssets) and Premier, Inc. (Premier). Members of these GPOs have incentives to purchase
from their primary selected distributor; however, they operate independently and are free to negotiate directly with distributors
and manufacturers. For 2014, 2013 and 2012, net revenue from hospitals under contract with these GPOs represented the
following approximate percentages of our net revenue annually: Novation—33%; MedAssets (including Broadlane in 2012)—
24% to 25%; and Premier—21% to 24%.
Net revenue from sales of product supplied by subsidiaries of Covidien Ltd. and Johnson & Johnson Healthcare
Systems, Inc. represented between approximately 13% to 14% and 9% to 10% of our net revenue annually for 2014, 2013 and
2012, respectively.
Note 3—Acquisitions
On October 1, 2014, we completed the acquisition of Medical Action Industries Inc., (Medical Action), a leading
producer of surgical kits and procedure trays, which will enable an expansion of our capabilities in the assembly of kits, packs
and trays for the healthcare market.
On November 1, 2014, we acquired ArcRoyal, a privately held surgical kitting company based in Ireland
(ArcRoyal). The transaction expanded our capabilities in the assembly of kits, packs and trays in the European healthcare
market.
The combined consideration for these two acquisitions was $261.6 million, net of cash acquired, and including debt
assumed of $13.4 million (capitalized lease obligations). The acquisitions did not have a material effect on operational results
for 2014.
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon our
preliminary estimate of their fair values at the date of acquisition, with certain exceptions permitted under GAAP. The
combined purchase price exceeded the preliminary estimated fair value of the net tangible and identifiable intangible assets by
$150.5 million, which was allocated to goodwill. The following table presents, in the aggregate, the preliminary estimated fair
value of the assets acquired and liabilities assumed recognized as of the acquisition date. The allocation of purchase price to
assets and liabilities acquired is not yet complete.
Preliminary Fair
Value Estimated as
of
Acquisition Date
Assets acquired:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities assumed:
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of net assets acquired, net of cash . . . . . . . . . . . . . . . . . . . . $
90,608
34,048
150,492
77,623
352,771
64,736
26,426
91,162
261,609
We are amortizing the fair value of acquired intangible assets, primarily customer relationships, over their remaining
weighted average useful lives of 14 years.
Goodwill of $150.5 million consists largely of expected opportunities to expand our kitting capabilities. We
assigned goodwill of $21.9 million to our International segment and $128.6 million to our Domestic segment. None of the
goodwill recognized is expected to be deductible for income tax purposes.
41
Pro forma results of operations for these acquisitions have not been presented because the effects on revenue and net
income were not material to our historic consolidated financial statements.
Acquisition-related expenses in the current year consisted primarily of transaction costs incurred to perform due
diligence and to analyze, negotiate and consummate the Medical Action and ArcRoyal acquisitions, and costs to begin the
integration of the acquired operations (including certain severance and contractual payments to former management). We also
incurred certain acquisition-related charges in 2014 associated with costs in Movianto to resolve certain issues and claims with
the former owner. We recognized pre-tax acquisition-related expenses of $16.1 million in 2014 related to these activities.
Acquisition-related expenses of $3.5 million and $10.5 million for the years ended December 31, 2013 and 2012
were all related to Movianto which included $8.0 million in transaction costs in 2012 and the remainder in both years was
related to transition and integration activities.
Note 4—Accounts and Notes Receivable, Net
Allowances for losses on accounts and notes receivable of $13.3 million, $15.0 million and $14.7 million have been
applied as reductions of accounts receivable at December 31, 2014, 2013, and 2012. Write-offs of accounts and notes
receivable were $3.1 million, $1.1 million and $1.9 million for 2014, 2013 and 2012.
Note 5—Merchandise Inventories
At December 31, 2014 and 2013, we had inventory of $872.5 million and $771.7 million, of which $811.3 million
and $749.4 million were valued under LIFO. If LIFO inventories had been valued on a current cost or first-in, first-out (FIFO)
basis, they would have been greater by $116.2 million and $108.6 million as of December 31, 2014 and 2013. At December
31, 2014, included in our inventory was $20.0 million in raw materials, $5.4 million in work in process and the remainder was
finished goods. At December 31, 2013, all of our inventory was finished goods.
Note 6—Financing Receivables and Payables
At December 31, 2014 and 2013, we had financing receivables of $196.2 million and $198.5 million and related
payables of $168.8 million and $165.3 million outstanding under our order-to-cash program, which were included in other
current assets and other current liabilities, respectively, in the consolidated balance sheets.
Note 7—Property and Equipment
Property and equipment consists of the following:
December 31,
Warehouse equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
169,083
$
2013
160,379
31,162
87,974
58,046
17,771
12,539
19,781
31,784
50,225
49,879
17,489
11,491
8,240
396,356
(163,377)
232,979
$
329,487
(137,526)
191,961
Depreciation expense for property and equipment was $35.5 million, $33.1 million and $26.1 million for the years
ended December 31, 2014, 2013, and 2012. The gross value of assets recorded under capital leases was $40.0 million and
$20.6 million with associated accumulated depreciation of$10.5 million and $8.7 million as of December 31, 2014 and 2013,
respectively.
Property held for sale in our Domestic segment was $5.6 million at December 31, 2014 and is included in other
current assets, net, in the consolidated balance sheet. We are actively marketing the property for sale; however, the ultimate
timing is dependent on local market conditions. We had no property classified as held for sale at December 31, 2013.
42
Note 8—Goodwill and Intangible Assets
The following table summarizes the changes in the carrying amount of goodwill through December 31, 2014:
Carrying amount of goodwill, December 31, 2013 . . . . . . . . . . . . . $
Currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions (See Note 3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Carrying amount of goodwill, December 31, 2014 . . . . . . . . . . . $
248,498
$
—
128,591
377,089
$
26,941
(2,655)
21,901
46,187
$
$
275,439
(2,655)
150,492
423,276
Domestic
Segment
International
Segment
Consolidated
Total
Intangible assets at December 31, 2014 and 2013 were as follows:
2014
2013
Customer
Relationships
Other
Intangibles
Customer
Relationships
Other
Intangibles
Gross intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accumulated amortization. . . . . . . . . . . . . . . . . . . . . . . . . .
Net intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average useful life . . . . . . . . . . . . . . . . . . . . . . . .
125,448
(19,773)
105,675
$
$
3,405
(487)
2,918
$
$
51,544
(14,281)
37,263
$
$
3,933
(790)
3,143
14 years
6 years
13 years
6 years
Customer relationships increased $77.6 million on a gross basis in 2014 as a result of the Medical Action and
ArcRoyal acquisitions. At December 31, 2014, $66.1 million in net intangible assets were held in the Domestic segment and
$42.5 million were held in the International segment. Amortization expense for intangible assets was $5.5 million for 2014,
$3.3 million for 2013 and $2.5 million for 2012.
Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is
$10.5 million for 2015, $10.4 million for 2016, $10.3 million for 2017, $9.6 million for 2018 and $9.4 million for 2019.
Note 9—Exit and Realignment Costs
We periodically incur exit and realignment and other charges associated with optimizing our operations which
include the closure and consolidation of certain distribution and logistics centers, administrative offices and warehouses in the
United States and Europe. These charges also include costs associated with our strategic organizational realignment which
include management changes, certain professional fees, and costs to streamline administrative functions and processes.
Exit and realignment charges by segment for the years ended December 31, 2014, 2013, and 2012 were as follows:
Year ended December 31,
Domestic segment ............................................................................... $
International segment ..........................................................................
Total exit and realignment charges...................................................... $
2014
2013
2012
7,223
19,490
26,713
$
$
8,176
751
8,927
$
$
(366)
—
(366)
The following table summarizes the activity related to exit and realignment cost accruals through December 31,
2014:
43
Accrued exit and realignment charges, January 1, 2012. . . . . . . . . . . . . . . . . $
Provision for exit and realignment activities . . . . . . . . . . . . . . . . . . . . . . . . .
Change in estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments, net of sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued exit and realignment charges, December 31, 2012. . . . . . . . . . . . . .
Provision for exit and realignment activities . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments, net of sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued exit and realignment charges, December 31, 2013. . . . . . . . . . . . . .
Provision for exit and realignment activities . . . . . . . . . . . . . . . . . . . . . . . . .
Change in estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments, net of sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued exit and realignment charges, December 31, 2014 . . . . . . . . . . . $
Lease
obligations
Severance and
Other
Total
8,264
$
1,831
$
10,095
95
(2,183)
267
(1,345)
5,098
2,932
(5,596)
2,434
5,592
(1,260)
(3,191)
3,575
$
1,088
—
—
(1,803)
1,116
128
(769)
475
6,338
—
(3,926)
2,887
$
1,183
(2,183)
267
(3,148)
6,214
3,060
(6,365)
2,909
11,930
(1,260)
(7,117)
6,462
In addition to the exit and realignment accruals in the preceding table, we also incurred $16.0 million of costs that
were expensed as incurred for the year ended December 31, 2014, including $3.3 million in facility costs, $6.0 million in
accelerated amortization of an information system that is being replaced, $2.9 million in labor costs, $1.3 million in
professional fees, $1.8 million in information systems costs and $0.7 million in other costs.
We incurred $5.8 million of costs that were expensed as incurred for the year ended December 31, 2013, including
$3.7 million in product move costs and the remainder in losses on property and equipment and other expenses.
We incurred $1.1 million of costs that were expensed as incurred for the year ended December 31, 2012, including
$0.8 million in impairment losses associated with property and equipment and $0.3 million in other expenses.
We expect additional charges of approximately $9.5 million in 2015 for activities initiated in the Domestic and
International segments through December 31, 2014. These primarily include the closure and consolidation of certain Domestic
facilities and accelerated amortization associated with a system replacement in the International segment.
Note 10—Debt
Debt consists of the following:
December 31,
6.35% Senior Notes, $ 200 million par value,
maturing April 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3.875% Senior Notes, $275 million par value,
maturing September 2021 . . . . . . . . . . . . . . . . . . . . . . .
4.375% Senior Notes, $275 million par value,
maturing December 2024 . . . . . . . . . . . . . . . . . . . . . . .
Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . .
Capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current maturities . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
— $
— $
204,028
$
218,750
273,777
275,055
273,986
33,700
32,346
613,809
(5,258)
608,551
$
283,855
33,700
32,346
624,956
(5,258)
619,698
$
—
—
—
—
—
—
12,215
216,243
(3,457)
212,786
$
12,215
230,965
(3,457)
227,508
On September 16, 2014, we issued $275 million of 3.875% senior notes due 2021 (the “2021 Notes”) and $275
million of 4.375% senior notes due 2024 (the “2024 Notes”). The 2021 Notes were sold at 99.5% of the principal amount with
an effective yield of 3.951%. The 2024 Notes were sold at 99.6% of the principal with an effective yield of 4.422%. Interest on
the 2021 Notes and 2024 Notes is payable semiannually in arrears, commencing on March 15, 2015 and December 15, 2014,
respectively. We have the option to redeem the 2021 Notes and 2024 Notes in part or in whole prior to maturity at a redemption
44
price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments discounted
at the Treasury Rate plus 30 basis points. We are deferring and amortizing over the respective terms $4.8 million in costs
incurred in connection with the issuance of the 2021 Notes and the 2024 Notes.
On October 16, 2014, we used a portion of the net proceeds from the 2021 Notes and the 2024 Notes to fund the early
retirement of all of our $200 million of 6.35% senior notes due in 2016 (2016 Notes), which included the payment of a $17.4
million redemption premium. We recorded a net loss on the early retirement of our 2016 Notes of $14.9 million, which includes
the redemption premium offset by the recognition of a gain on previously settled interest rate swaps.
On September 17, 2014, we amended our existing Credit Agreement, increasing our borrowing capacity from $350
million to $450 million and extending the term through September 2019 (the Amended Credit Agreement). Under the Amended
Credit Agreement, we have the ability to request two one-year extensions and to request an increase in aggregate commitments
by up to $200 million. The interest rate on the Amended Credit Agreement, which is subject to adjustment quarterly, is based on
the London Interbank Offered Rate (LIBOR), the Federal Funds Rate or the Prime Rate, plus an adjustment based on the better
of our debt ratings or leverage ratio (Credit Spread) as defined by the Amended Credit Agreement. We are charged a
commitment fee of between 12.5 and 25.0 basis points on the unused portion of the facility. The terms of the Amended Credit
Agreement limit the amount of indebtedness that we may incur and require us to maintain ratios for leverage and interest
coverage, including on a pro forma basis in the event of an acquisition. Based on our leverage ratio at December 31, 2014, the
interest rate under the credit facility is LIBOR plus 1.375%.
At December 31, 2014 , we had $33.7 million in borrowings and letters of credit of approximately $5.0 million
outstanding under the Amended Credit Agreement, leaving $411 million available for borrowing. We also have a $1.5 million
letter of credit outstanding as of December 31, 2014 and 2013, which supports our facilities leased in Europe.
The Amended Credit Agreement and Senior Notes contain cross-default provisions which could result in the
acceleration of payments due in the event of default of either agreement. We believe we were in compliance with our debt
covenants at December 31, 2014.
Cash payments for interest during 2014, 2013 and 2012 were $18.5 million, $14.7 million and $14.7 million.
We enter into long-term non-cancellable leases for certain warehouse equipment and vehicles which, for accounting
purposes, are classified as capital leases. We also operate a packaging facility acquired with Medical Action which is subject to
a long-term capital lease. As of December 31, 2014, we were obligated under capital leases for minimum annual rental
payments as follows:
Year
2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum lease payments. . . . . . . . . . . . . . . . . . . . . .
Less: Amounts representing interest . . . . . . . . . . . . . . . . . .
Present value of total minimum lease payments . . . . . . . . .
Less: Current portion of capital lease obligations. . . . . . . .
Long-term portion of capital lease obligations . . . . . . . . . . $
7,306
6,816
5,744
4,673
3,459
18,187
46,185
(13,839)
32,346
(5,258)
27,088
Note 11—Derivative Financial Instruments
We are directly and indirectly affected by changes in certain market conditions. These changes in market conditions
may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use
derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed
through the use of derivative instruments is foreign currency exchange risk.
We use forward contracts which are agreements to buy or sell a quantity of a currency or commodity at a
predetermined future date, and at a predetermined rate or price. We do not enter into derivative financial instruments for trading
purposes.
45
The total notional values of our foreign currency derivatives was $10.0 million as of December 31, 2014. These
contracts were acquired with the acquisition of ArcRoyal. We were not party to any derivatives as of or for the year ended
December 31, 2013 or 2012. The notional amounts of the derivative instruments do not necessarily represent the amounts
exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The
amounts are calculated by reference to the notional amounts and by other terms of the derivative, such as foreign currency
exchange rates. We determine the fair value of our derivatives based on quoted market prices. We do not view the fair value of
our derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying exposure. Our derivatives are
straightforward over-the-counter instruments with liquid markets.
All derivatives are carried at fair value in our consolidated balance sheets in other assets and other liabilities line
items. We do not currently have any derivatives designated as hedging instruments and all gains and losses resulting from
changes in the fair value of derivative instruments are immediately recognized into earnings. At December 31, 2014 the fair
value of our foreign currency contracts included in other assets on the consolidated balance sheet was $0.7 million. The impact
from changes in the fair value of these foreign currency derivatives included in other operating income, net was $0.2 million
for the year ended December 31, 2014. We consider the risk of counterparty default to be minimal.
Note 12—Share-Based Compensation
We maintain a share-based compensation plan (the Plan) that is administered by the Compensation and Benefits
Committee of the Board of Directors. The Plan allows us to award or grant to officers, directors and employees incentive, non-
qualified and deferred compensation stock options, stock appreciation rights (SARs), performance shares, and restricted and
unrestricted stock. We use authorized and unissued common shares for grants of restricted stock or for stock option exercises.
At December 31, 2014, approximately 1.8 million common shares were available for issuance under the Plan.
Restricted stock awarded under the Plan generally vests over one, three or five years. Certain restricted stock grants
contain accelerated vesting provisions, based on the satisfaction of certain performance criteria related to the achievement of
certain financial and operational results. Performance shares awarded under the Plan are issuable as restricted stock upon
meeting performance goals and generally have a total performance and vesting period of three years. Stock options awarded
under the Plan are generally subject to graded vesting over three years and expire seven to ten years from the date of grant. The
options are granted at a price equal to fair market value at the date of grant. We did not grant any stock options in 2014, 2013,
or 2012.
We have a Management Equity Ownership Program that provides for each of our officers to own common stock at
specified levels, which gradually increase over five years. Officers and certain other employees who meet specified ownership
goals in a given year are awarded restricted stock or performance shares under the provisions of the program. We recognize the
fair value of stock-based compensation awards, which is based upon the market price of the underlying common stock at the
grant date, on a straight-line basis over the estimated requisite service period, which may be based on a service condition, a
performance condition, or a combination of both. The fair value of performance shares as of the date of grant is estimated
assuming that performance goals will be achieved at target levels. If such goals are not probable of being met, or are probable
of being met at different levels, recognized compensation cost is adjusted to reflect the change in estimated fair value of
restricted stock to be issued at the end of the performance period.
Total share-based compensation expense for December 31, 2014, 2013 and 2012, was $8.2 million, $6.4 million and
$5.7 million, with recognized tax benefits of $3.2 million, $2.5 million and $2.2 million. Unrecognized compensation cost
related to nonvested restricted stock awards, net of estimated forfeitures, was $12.8 million at December 31, 2014. This amount
is expected to be recognized over a weighted-average period of 2.2 years, based on the maximum remaining vesting period
required under the awards, and the amount that would be recognized over a shorter period based on accelerated vesting
provisions, is approximately $0.6 million. Unrecognized compensation cost related to nonvested performance share awards as
of December 31, 2014 was $0.9 million and will be recognized primarily in 2015 if the related performance targets are met.
46
The following table summarizes the activity and value of nonvested restricted stock and performance share awards
for the years ended December 31, 2014, 2013 and 2012:
2014
2013
2012
Number of
Shares
(000’s)
Weighted
Average
Grant-date
Value
(per share)
Number of
Shares
(000’s)
Weighted
Average
Grant-date
Value
(per share)
Number of
Shares
(000’s)
Weighted
Average
Grant-date
Value
(per share)
Nonvested awards at
beginning of year. . . . . . . . .
Granted . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . .
Nonvested awards at end of
year . . . . . . . . . . . . . . . . . . .
$
738
371
(201)
(94)
814
30.81
33.69
31.01
30.89
33.29
720
$
339
(206)
(115)
738
30.14
31.65
30.22
30.51
30.81
826
$
298
(300)
(104)
720
27.97
29.86
23.69
30.35
30.14
The total value of restricted stock vesting during the years ended December 31, 2014, 2013 and 2012, was $6.2
million, $6.2 million and $7.1 million. There were no SARs outstanding at December 31, 2014 and 2013.
The following table summarizes the activity and terms of outstanding options at December 31, 2014, and for each of
the years in the three-year period then ended:
Number of
Options (000’s)
Weighted Average
Exercise Price
(per share)
Weighted Average
Remaining
Contractual Life
(years)
Aggregate
Intrinsic Value
(millions)
Options outstanding at December 31, 2011. . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2012 . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2013 . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2014. . . . . . . . . . .
$
556
(237)
(7)
312
(244)
(4)
64
(49)
—
15
21.72
21.04
21.07
22.25
21.97
21.72
23.33
24.21
—
20.49
At December 31, 2014, the following stock option groups were outstanding:
0.8
$
0.2
Weighted
Average
Exercise
Price
(per share)
Weighted
Average
Remaining
Contractual
Life
(years)
Number of
Options
(000’s)
Range of Exercise Prices (per share)
$17.01— $22.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . .
$
15
15
20.49
20.49
0.8
0.8
The total intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012, was
$0.5 million, $0.8 million and $1.9 million. No options were granted in 2014, 2013 or 2012. All options outstanding at
December 31, 2014, were vested and exercisable.
Note 13—Retirement Plans
Savings and Retirement Plans. We maintain a voluntary 401(k) savings and retirement plan covering substantially
all full-time and certain part-time employees in the United States who have completed one month of service and have attained
age 18. We match a certain percentage of each employee’s contribution. The plan also provides for a minimum contribution by
us to the plan for all eligible employees of 1% of their salary, subject to certain limits, and discretionary profit-sharing
47
contributions. We may increase or decrease our matching contributions at our discretion, on a prospective basis. We incurred
$10.8 million, $10.1 million, and $9.8 million of expense related to this plan in 2014, 2013 and 2012. We also maintain defined
contribution plans in some of the European countries in which we operate. Expenses related to these plans were not material in
2014, 2013 or 2012.
Domestic Retirement Plans. We have a noncontributory, unfunded retirement plan for certain officers and other key
employees in the United States (Domestic Retirement Plan). In February 2012, our Board of Directors amended the Domestic
Retirement Plan to freeze benefit levels and modify vesting provisions under the plan effective as of March 31, 2012.
The following table sets forth the Domestic Retirement Plan’s financial status and the amounts recognized in our
consolidated balance sheets:
December 31,
Change in benefit obligation
Benefit obligation, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Change in plan assets
Fair value of plan assets, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Funded status at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Amounts recognized in the consolidated balance sheets
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accumulated benefit obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average assumptions used to determine benefit obligation
Discount rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of increase in compensation levels. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
42,011
$
1,849
6,820
(1,625)
49,055
$
46,759
1,608
(4,700)
(1,656)
42,011
— $
—
1,625
(1,625)
— $
$
(49,055)
(1,770)
$
(47,282)
16,853
(32,199)
49,055
$
$
1,656
(1,656)
—
(42,011)
(1,831)
(40,178)
10,849
(31,160)
42,011
3.75%
N/A
4.50%
N/A
Plan benefit obligations of the Domestic Retirement Plan were measured as of December 31, 2014 and 2013. Plan
benefit obligations are determined using assumptions developed at the measurement date. The weighted average discount rate,
which is used to calculate the present value of plan liabilities, is an estimate of the interest rate at which the plan liabilities
could be effectively settled at the measurement date. When estimating the discount rate, we review yields available on high-
quality, fixed-income debt instruments and use a yield curve model from which the discount rate is derived by applying the
projected benefit payments under the plan to points on a published yield curve.
48
The components of net periodic benefit cost for the Domestic Retirement Plan, which is included in selling, general,
and administrative expenses in the consolidated statements of income, are as follows:
Year ended December 31,
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average assumptions used to determine net periodic benefit
cost
Discount rate
Rate of increase in future compensation levels
2014
2013
2012
— $
— $
1,849
816
—
1,608
1,366
—
130
1,616
971
234
2,665
$
2,974
$
2,951
4.50%
N/A
3.50%
N/A
4.00%
3.00%
Amounts recognized for the Domestic Retirement Plan as a component of accumulated other comprehensive loss as
of the end of the year that have not been recognized as a component of the net periodic benefit cost are presented in the
following table. We expect to recognize approximately $1.6 million of the net actuarial loss reported in the following table as of
December 31, 2014, as a component of net periodic benefit cost during 2015.
Year ended December 31,
Net actuarial loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts included in accumulated other comprehensive income (loss), net of tax . . . . . . . . . . $
2014
2013
(16,853) $
6,573
(10,280) $
(10,848)
4,231
(6,617)
As of December 31, 2014, the expected benefit payments required for each of the next five years and the five-year
period thereafter for the Domestic Retirement Plan are as follows:
Year
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020-2024. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,803
1,937
2,056
2,179
2,266
12,711
As a result of the acquisition of Medical Action on October 1, 2014, we also have a defined benefit plan covering
certain of their employees. As of December 31, 2014, the accumulated benefit obligation under this plan was $0.9 million.
International Retirement Plans. Certain of our foreign subsidiaries have defined benefit pension plans covering
substantially all of their respective employees. As of December 31, 2014 and 2013, the accumulated benefit obligation under
these plans was $1.9 million and $2.4 million. We recorded $0.2 million, $0.2 million and $0.1 million in net periodic benefit
cost in selling, general and administrative expenses for the years ended December 31, 2014, 2013 and 2012.
49
Note 14—Income Taxes
The components of income (loss) before income taxes consist of the following:
Year ended December 31,
Income (loss) before income taxes:
2014
2013
2012
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
155,132
(28,649)
126,483
$
$
192,239
(7,254)
184,985
$
$
192,978
(9,622)
183,356
The income tax provision consists of the following:
Year ended December 31,
Current tax provision (benefit):
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax provision (benefit):. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
2012
52,178
$
58,487
$
10,455
1,448
70,390
5,455
394
(2,136)
3,713
62,859
10,537
(103)
73,293
2,529
438
(1,907)
1,060
$
74,103
$
74,353
9,801
1,386
63,365
282
295
(3,962)
(3,385)
59,980
A reconciliation of the federal statutory rate to our effective income tax rate is shown below:
Year ended December 31,
Federal statutory rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
2012
35.0%
35.0 %
35.0 %
Increases in the rate resulting from:
State income taxes, net of federal income tax impact . . . . . . . . . . . . . . .
Foreign income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.2%
1.7%
3.2%
2.3%
47.4%
3.9 %
(0.9)%
1.3 %
0.8 %
40.1 %
3.9 %
(0.4)%
1.1 %
1.0 %
40.6 %
50
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred
tax liabilities are presented below:
December 31,
Deferred tax assets:
Employee benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities not currently deductible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for losses on accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
36,127
$
9,937
6,951
9,081
4,100
14,150
3,432
83,778
(9,639)
74,139
66,864
35,495
21,578
17,399
539
24,750
1,410
28,892
13,591
6,316
4,419
3,922
8,643
2,083
67,866
(5,250)
62,616
69,994
33,455
20,938
11,400
1,070
2,352
585
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
168,035
(93,896) $
139,794
(77,178)
The valuation allowances relate to deferred tax assets in various state and non-U.S. jurisdictions. Based on
management’s judgments using available evidence about historical and expected future taxable earnings, management believes
it is more likely than not that we will realize the benefit of the existing deferred tax assets, net of valuation allowances, at
December 31, 2014. The valuation allowances primarily relate to net operating loss carryforwards in non-U.S. jurisdictions
which have various expiration dates ranging from five years to an unlimited carryforward period. There were no significant
decreases in valuation allowances during 2014.
It is our intention to permanently reinvest the earnings of our non-U.S. subsidiaries in those operations. As of
December 31, 2014, we have not made a provision for U.S. or additional foreign withholding taxes on investments in foreign
subsidiaries that are permanently reinvested, and there are no deferred tax liabilities that have not been provided.
Cash payments for income taxes, including interest, for 2014, 2013, and 2012 were $81.6 million, $65.4 million
and $78.5 million.
51
At December 31, 2013 and 2012, the liability for unrecognized tax benefits was $6.7 million and $4.6 million. A
reconciliation of the changes in unrecognized tax benefits from the beginning to the end of the reporting period is as follows:
Unrecognized tax benefits at January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Increases for positions taken during current period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases for positions taken during prior periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases for positions taken during prior periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquired unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of statute of limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements with taxing authorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits at December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
2013
4,648
$
12,303
1,074
62
(438)
1,374
(8)
(28)
6,684
$
758
333
(4,939)
—
(3,580)
(227)
4,648
Included in the liability for unrecognized tax benefits at December 31, 2014 and 2013, were $4.1 million and $3.4
million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing
of such deductibility. These tax positions are temporary differences which do not impact the annual effective tax rate under
deferred tax accounting. Any change in the deductibility period of these tax positions would impact the timing of cash
payments to taxing jurisdictions. Unrecognized tax benefits of $2.0 million and $1.0 million at December 31, 2014 and 2013,
would impact our effective tax rate if recognized.
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. Accrued
interest at December 31, 2014 and 2013 was $0.3 million and $0.1 million. We recognized $0.1 million in interest expense in
2014 and $0.4 million in interest income in 2013. There were no penalties accrued at December 31, 2014 or 2013 or recognized
in 2014, 2013 and 2012.
We file income tax returns in the U.S. federal and various state and foreign jurisdictions. Our U.S. federal income
tax returns for the years 2011 through 2013 are subject to examination. Our income tax returns for U.S. state and local
jurisdictions are generally open for the years 2011 through 2013; however, certain returns may be subject to examination for
differing periods. The former owner is contractually obligated to indemnify us for all income tax liabilities incurred by the
Movianto business prior to its acquisition on August 31, 2012.
Note 15—Net Income per Common Share
The following table summarizes the calculation of net income per share attributable to common shareholders for the
years ended December 31, 2014, 2013, and 2012.
Year ended December 31,
Numerator:
2014
2013
2012
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: income allocated to unvested restricted shares . . . . . . . . . . . .
Net income attributable to common shareholders—basic . . . . . . . . . . . .
$
66,503
(597)
65,906
$
110,882
(738)
110,144
109,003
(749)
108,254
Add: undistributed income attributable to unvested restricted
shares—basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: undistributed income attributable to unvested restricted
shares—diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to common shareholders—diluted . . . . . . . . . . $
18
257
292
(18)
65,906
$
(257)
110,144
$
(292)
108,254
Denominator:
Weighted average shares outstanding—basic. . . . . . . . . . . . . . . . . .
Dilutive shares—stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares outstanding—diluted . . . . . . . . . . . . . . . .
62,220
6
62,226
62,625
36
62,661
Net income attributable to common shareholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.06
1.06
$
$
1.76
1.76
$
$
62,765
79
62,844
1.72
1.72
52
Note 16—Shareholders’ Equity
We had a shareholder rights agreement that expired on April 30, 2014 and was not renewed or replaced. All Rights
attendant to outstanding shares of our common stock under the agreement also expired on April 30, 2014.
In February 2014, our Board of Directors renewed our share repurchase program authorizing the purchase of $100
million in common stock through 2017. The timing of repurchases and the exact number of shares of common stock to be
repurchased will be determined by management based upon market conditions and other factors. The program is intended, in
part, to offset shares issued in conjunction with our stock incentive plan and may be suspended or discontinued at any time.
During the year ended December 31, 2014, we repurchased in open-market transactions and retired approximately 0.3
million shares of our common stock for an aggregate of $9.9 million, or an average price per share of $34.31. As of
December 31, 2014, we have $90.1 million in remaining shares available under the repurchase program. We have elected to
allocate any excess of share repurchase price over par value to retained earnings.
During the year ended December 31, 2013, we repurchased in open-market transactions and retired approximately
0.6 million shares of our common stock for an aggregate of $18.9 million, or an average price per share of $33.72. We have no
remaining shares available under this repurchase program.
During 2014, we purchased the remaining outside stockholder's interest in a consolidated subsidiary that was
partially owned for $1.5 million. Therefore we do not present a noncontrolling interest as a component of shareholders' equity
as of December 31, 2014. The noncontrolling interest in net income was not material in 2014, 2013 or 2012.
Note 17 — Accumulated Other Comprehensive Income
The following tables show the changes in accumulated other comprehensive income (loss) by component for the
years ended December 31, 2014, 2013 and 2012:
Retirement
Plans
Currency
Translation
Adjustments
Other
Total
Accumulated other comprehensive income (loss),
December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive income (loss) before reclassifications. . .
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive
income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive
income (loss), net of tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss),
December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(6,479)
(7,021)
2,671
$
15,892
(29,539)
—
$ 155
(73)
—
$
9,568
(36,633)
2,671
(4,350)
(29,539)
(73)
(33,962)
816
(310)
—
—
506
(3,844)
—
(29,539)
(185)
72
(113)
(186)
631
(238)
393
(33,569)
(10,323)
$ (13,647) $
(31) $ (24,001)
53
Accumulated other comprehensive income (loss), December 31,
2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive income (loss) before reclassifications . . . . . . . .
Income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(10,318)
4,902
(1,897)
Other comprehensive income before reclassifications, net of tax. . . . .
Amounts reclassified from accumulated other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive income
(loss), net of tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss), December 31,
2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accumulated other comprehensive income (loss), December 31,
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other comprehensive income (loss) before reclassifications . . . . . . . .
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive income
(loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss), December 31,
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Retirement
Plans
Currency
Translation
Adjustments
Other
Total
$ 163
—
—
$
(406)
11,156
(2,008)
—
(40)
32
(8)
(8)
9,148
1,326
(500)
826
9,974
9,749
6,254
(111)
6,143
—
—
—
6,143
3,005
1,366
(532)
834
3,839
(6,479)
$
15,892
$ 155
$
9,568
Retirement
Plans
Currency
Translation
Adjustments
Other
Total
$
(7,707)
(5,487)
2,141
— $ 213
—
—
9,959
(210)
$ (7,494)
4,472
1,931
(3,346)
9,749
1,205
(470)
735
(2,611)
—
—
—
9,749
—
(82)
32
(50)
(50)
6,403
1,123
(438)
685
7,088
(10,318)
$
9,749
$ 163
$
(406)
We include amounts reclassified out of accumulated other comprehensive income related to defined benefit
pension plans as a component of net periodic pension cost recorded in selling, general and administrative expenses. For the
years ended December 31, 2014 and 2013, we reclassified $0.8 million and $1.4 million of actuarial net losses. For the year
ended December 31, 2012, we reclassified $1.0 million of actuarial net losses and $0.2 million of prior service costs.
Note 18—Commitments and Contingencies
We have a contractual commitment to outsource information technology operations, including the management and
operation of our information technology systems and distributed services processing, as well as application support,
development and enhancement services. This agreement expires in October 2017, with two optional one year extensions. The
commitment is cancelable with 180 days notice and payment of a termination fee based upon certain costs which would be
incurred by the vendor as a direct result of the early termination.
We pay scheduled fees under the agreement, which can vary based on changes in the Consumer Price Index and the
level of support required. Assuming no early termination of the contract, our estimated remaining annual obligations under this
agreement are $35.9 million in 2015, $35.8 million in 2016 and $29.8 million in 2017. We paid $36.6 million, $45.7 million
and $52.5 million under this contract in 2014, 2013, and 2012.
54
We have entered into non-cancelable agreements to lease most of our office and warehouse facilities with remaining
terms generally ranging from one to 20 years. Certain leases include renewal options, generally for five-year increments. We
also lease most of our transportation and material handling equipment for terms generally ranging from three to ten years. At
December 31, 2013, future minimum annual payments under non-cancelable lease agreements with original terms in excess of
one year, and including payments required under operating leases for facilities we have vacated, are as follows:
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total
57,530
50,383
43,239
37,682
27,707
74,035
290,576
Rent expense for all operating leases for the years ended December 31, 2014, 2013, and 2012, was $77.8 million,
$76.7 million and $60.9 million.
Prior to exiting the direct-to-consumer business in January 2009, we received reimbursements from Medicare,
Medicaid, and private healthcare insurers for certain customer billings. We are subject to audits of these reimbursements for up
to seven years from the date of the service.
In connection with the Movianto acquisition, we entered into transition services agreements with the former owner
under which it provides certain information technology and support services. The original contract terms ranged from six to 24
months and were cancelable without penalty with thirty days notice. As of December 31, 2014, these agreements were
complete.
In the fourth quarter of 2014, we accrued $3.9 million for the proposed settlement of a breach of contract claim
asserted by a customer in the United Kingdom. This proposed settlement, which would include termination of the existing
contract and payment of all outstanding accounts receivable, would resolve all outstanding issues with this customer. We have
accounts receivable of approximately $11.5 million at December 31, 2014 related to services provided to this customer.
Note 19—Legal Proceedings
We are subject to various legal actions that are ordinary and incidental to our business, including contract disputes,
employment, workers’ compensation, product liability, regulatory and other matters. We have insurance coverage for
employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits,
applicable deductibles and insurer solvency. We establish reserves from time to time based upon periodic assessment of the
potential outcomes of pending matters.
Based on current knowledge and the advice of counsel, we believe that the accrual as of December 31, 2014 for
currently pending matters considered probable of loss, which is not material, is sufficient. In addition, we believe that other
currently pending matters are not reasonably likely to result in a material loss, as payment of the amounts claimed is remote,
the claims are insignificant, individually and in the aggregate, or the claims are expected to be adequately covered by
insurance.
Note 20—Segment Information
We periodically evaluate our application of accounting guidance for reportable segments and disclose information
about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing
performance. We report our business under two segments: Domestic and International. Our Domestic segment includes all
functions in the United States relating to our role as a healthcare logistics company providing distribution, packaging and
logistics services to healthcare providers and manufacturers. The International segment consists of our European third-party
logistics and packaging businesses.
We evaluate the performance of our segments based on their operating earnings excluding acquisition-related and
exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of
their nature or size, would not be expected to occur as part of the our normal business operations on a a regular basis.
55
The following tables present financial information by segment:
Year ended December 31,
Net revenue:
2014
2013
2012
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,951,852
488,330
Consolidated net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
9,440,182
Operating earnings (loss):
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related and exit and realignment charges. . . . . . . . . . . . . . .
Fair value adjustments related to purchase accounting . . . . . . . . . . . . . .
Other (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated operating earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Depreciation and amortization:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated depreciation and amortization . . . . . . . . . . . . . . . . . . $
Capital expenditures:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . $
209,277
(6,739)
(42,801)
3,706
(3,907)
159,536
37,193
20,230
57,423
52,529
18,279
70,808
$
$
$
$
$
$
$
$
8,688,018
383,514
9,071,532
211,932
(1,405)
(12,444)
—
—
198,083
35,808
14,778
50,586
42,802
17,327
60,129
$
$
$
$
$
$
$
$
8,731,484
136,840
8,868,324
212,335
(5,418)
(10,164)
—
—
196,753
35,016
4,588
39,604
34,450
4,513
38,963
(1) Estimated settlement amount of a breach of contract claim. See Note 18 for further discussion.
December 31,
Total assets:
2014
2013
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,139,972
$
1,747,572
538,662
2,678,634
56,772
474,565
2,222,137
101,905
Consolidated total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,735,406
$
2,324,042
The following tables present information by geographic area. Net revenues were attributed to geographic areas
based on the locations from which we ship products or provide services. International operations consist primarily of
Movianto’s operations in the United Kingdom, Germany, France, and other European countries.
Year ended December 31,
Net revenue:
2014
2013
2012
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
United Kingdom. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other European countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,951,852
$
8,688,018
$
8,731,484
253,527
54,656
47,682
132,465
211,296
52,725
42,807
76,686
86,332
14,338
13,670
22,500
Consolidated net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
9,440,182
$
9,071,532
$
8,868,324
56
December 31,
Long-lived assets:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Germany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ireland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
France. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other European countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
2013
260,694
$
170,010
55,437
42,179
29,018
6,395
23,091
60,068
42,619
—
7,090
27,025
Consolidated long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
416,814
$
306,812
Note 21—Condensed Consolidating Financial Information
The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the
guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the
2021 Notes and 2024 Notes, on a combined basis. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate
financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and
unconditional, as well as joint and several, and we believe the condensed consolidating financial information is more meaningful in
understanding the financial position, results of operations and cash flows of the guarantor subsidiaries.
57
Condensed Consolidating Financial Information
Year ended December 31, 2014
Statements of Income
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . .
Acquisition-related and exit and realignment
charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .
Other operating (income) expense, net . . . . . . . . .
Operating (loss) earnings. . . . . . . . . . . . . . . . . . . .
Loss on early retirement of debt . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . . . . . .
Income tax (benefit) provision . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . .
Comprehensive income (loss) . . . . . . . . . . . . . . . $
Year ended December 31, 2013
Statements of Income
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . .
Acquisition-related and exit and realignment
charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .
Other operating (income) expense, net . . . . . . . . .
Operating (loss) earnings. . . . . . . . . . . . . . . . . . . .
Interest expense (income), net. . . . . . . . . . . . . . . .
(Loss) income before income taxes. . . . . . . . . . . .
Income tax (benefit) provision . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . .
Comprehensive income (loss) . . . . . . . . . . . . . . . $
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
— $
8,910,274
$
626,044
$
—
—
952
—
2
—
(954)
14,890
15,737
(31,581)
(1,700)
96,384
66,503
(33,569)
32,934
$
8,051,350
858,924
623,871
15,065
35,582
(10,261)
194,667
—
1,520
193,147
65,983
—
127,164
(3,846)
123,318
$
311,947
314,097
302,154
27,736
21,541
(6,212)
(31,122)
—
906
(32,028)
(4,303)
—
(27,725)
(29,539)
(57,264) $
(96,136) $
(93,081)
(3,055)
—
9,440,182
8,270,216
1,169,966
926,977
—
—
—
(3,055)
—
—
(3,055)
—
(96,384)
(99,439)
33,385
(66,054) $
42,801
57,125
(16,473)
159,536
14,890
18,163
126,483
59,980
—
66,503
(33,569)
32,934
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
— $
8,687,131
$
435,035
$
7,826,768
860,363
613,394
177,541
257,494
247,703
(50,634) $
(49,852)
(782)
—
9,071,532
7,954,457
1,117,075
863,656
8,130
35,712
(4,290)
207,417
2,550
204,867
81,011
—
123,856
3,838
127,694
$
4,314
14,860
(3,404)
(5,979)
(555)
(5,424)
(1,434)
—
(3,990)
6,143
2,153
$
—
—
—
(782)
—
(782)
—
(119,084)
(119,866)
(9,981)
(129,847) $
12,444
50,586
(7,694)
198,083
13,098
184,985
74,103
—
110,882
9,974
120,856
—
—
2,559
—
14
—
(2,573)
11,103
(13,676)
(5,474)
119,084
110,882
9,974
120,856
$
58
Condensed Consolidating Financial Information
Year ended December 31, 2012
Statements of Income
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . .
Acquisition-related and exit and realignment
charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . .
Other operating expense (income), net . . . . . . . . .
Operating (loss) earnings. . . . . . . . . . . . . . . . . . . .
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes . . . . . . . . . . . .
Income tax (benefit) provision . . . . . . . . . . . . . . .
Equity in earnings of subsidiaries . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . .
Comprehensive income (loss) . . . . . . . . . . . . . . . $
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
— $
8,731,484
$
165,188
$
—
—
1,573
—
1
—
(1,574)
16,677
(18,251)
(7,121)
120,133
109,003
7,088
116,091
$
7,885,030
846,454
599,046
(366)
34,944
(3,015)
215,845
(3,588)
219,433
85,157
—
134,276
(2,611)
131,665
$
86,307
78,881
81,976
10,530
4,659
(1,447)
(16,837)
308
(17,145)
(3,683)
—
(13,462)
9,749
(3,713) $
(28,348) $
(27,667)
(681)
—
8,868,324
7,943,670
924,654
682,595
—
—
—
(681)
—
(681)
—
(120,133)
(120,814)
(7,138)
(127,952) $
10,164
39,604
(4,462)
196,753
13,397
183,356
74,353
—
109,003
7,088
116,091
59
Condensed Consolidating Financial Information
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
December 31, 2014
Balance Sheets
Assets
Current assets
Cash and cash equivalents . . . . . . . . . . . . . . . $
Accounts and notes receivable, net . . . . . . . .
Merchandise inventories . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . .
Due from O&M and subsidiaries . . . . . . . . . . . . .
Advances to and investments in consolidated
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . .
22,013
$
3,912
$
30,847
$
— $
—
—
(24,748)
(2,735)
—
—
—
—
1,893,767
4,637
519,951
816,915
90,733
1,431,511
110,076
247,271
15,805
357,304
—
66,836
144,463
60,061
224,220
459,591
122,903
176,005
92,788
—
—
28,379
(38,222)
(4,519)
25,080
(17,661)
—
—
—
(357,304)
(1,893,767)
—
56,772
626,192
872,457
315,285
1,870,706
232,979
423,276
108,593
—
—
99,852
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,895,669
$
2,228,803
$
879,666
$ (2,268,732) $
2,735,406
Liabilities and equity
Current liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . . $
Accrued payroll and related liabilities . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . .
Other current liabilities. . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . .
Long-term debt, excluding current portion . . . . . .
Due to O&M and subsidiaries . . . . . . . . . . . . . . . .
Intercompany debt . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .
Equity
Common stock . . . . . . . . . . . . . . . . . . . . . . . .
Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings (deficit) . . . . . . . . . . . . . . .
Accumulated other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . . . . . . . . . . . . $
(13,337) $
—
—
—
(13,337)
—
(428,415)
(138,890)
—
—
(580,642)
—
(756,191)
(955,900)
608,846
31,507
37,979
326,223
1,004,555
608,551
—
—
63,901
67,561
1,744,568
—
126,140
202,934
685,765
24,001
(1,688,090)
$ (2,268,732) $
(24,001)
990,838
2,735,406
— $
567,285
$
54,898
$
—
—
6,441
6,441
547,763
350,627
—
—
—
904,831
126,140
202,934
685,765
16,434
39,667
83,698
707,084
39,915
—
138,890
33,162
55,794
974,845
—
241,877
1,022,379
(24,001)
990,838
(10,298)
1,253,958
15,073
(1,688)
236,084
304,367
20,873
77,788
—
30,739
11,767
445,534
—
514,314
(66,479)
(13,703)
434,132
1,895,669
$
2,228,803
$
879,666
60
Condensed Consolidating Financial Information
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
December 31, 2013
Balance Sheets
Assets
Current assets
Cash and cash equivalents . . . . . . . . . . . . . . . $
Accounts and notes receivable, net . . . . . . . .
Merchandise inventories . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . .
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . .
Due from O&M and subsidiaries . . . . . . . . . . . . .
Advances to and investments in consolidated
subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . .
74,391
$
2,012
$
25,502
$
— $
—
—
201
496,310
750,999
72,049
74,592
1,321,370
2
—
—
—
1,533,294
408
96,500
247,271
17,881
377,786
—
63,848
79,722
22,128
207,058
334,410
95,459
28,168
22,525
—
—
26,048
(3,178)
(1,464)
202
(4,440)
—
—
—
(377,786)
(1,533,294)
—
101,905
572,854
771,663
279,510
1,725,932
191,961
275,439
40,406
—
—
90,304
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,608,296
$
2,124,656
$
506,610
$ (1,915,520) $
2,324,042
Liabilities and equity
Current liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . . $
Accrued payroll and related liabilities . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . .
Other current liabilities. . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . .
Long-term debt, excluding current portion . . . . . .
Due to O&M and subsidiaries . . . . . . . . . . . . . . . .
Intercompany debt . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .
Equity
Common stock . . . . . . . . . . . . . . . . . . . . . . . .
Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings (deficit) . . . . . . . . . . . . . . .
Accumulated other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Owens & Minor, Inc. shareholders’
equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest. . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and equity . . . . . . . . . . . . . . $
— $
595,865
$
51,185
$
—
—
6,811
6,811
204,028
373,544
—
—
—
584,383
126,193
196,605
691,547
12,792
41,464
87,795
737,916
7,228
—
138,890
32,173
47,816
964,023
—
242,024
925,184
10,504
149
186,821
248,659
1,530
2,910
—
11,554
4,462
269,115
1,500
259,864
(41,029)
(3,178) $
—
—
—
(3,178)
—
(376,454)
(138,890)
—
—
(518,522)
(1,500)
(501,888)
(884,155)
643,872
23,296
41,613
281,427
990,208
212,786
—
—
43,727
52,278
1,298,999
126,193
196,605
691,547
9,568
(6,575)
16,030
(9,455)
9,568
1,023,913
1,160,633
—
—
1,023,913
1,160,633
1,608,296
$
2,124,656
$
236,365
1,130
237,495
506,610
(1,396,998)
—
(1,396,998)
$ (1,915,520) $
1,023,913
1,130
1,025,043
2,324,042
61
Condensed Consolidating Financial Information
Year ended December 31, 2014
Statements of Cash Flows
Operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to cash (used for)
provided by operating activities:
Equity in earnings of subsidiaries . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . .
Loss on early retirement of debt. . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . .
Provision for losses on accounts and notes
receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax (benefit) expense . . . . . . . . .
Changes in operating assets and liabilities:
Accounts and notes receivable . . . . . . . . . . . .
Merchandise inventories. . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . .
Net change in other assets and liabilities . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) operating activities of
continuing operations
Investing activities:. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . .
Additions to property and equipment. . . . . . . . . . . . . . .
Additions to computer software and intangible assets . .
Proceeds from the sale of investments . . . . . . . . . . . . . .
Proceeds from sale of property and equipment . . . . . . .
Cash used for investing activities of continuing
operations
Financing activities: . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of debt . . . . . . . . . . . . . . . . . . .
Proceeds from revolver . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in intercompany advances . . . . . . . . . . . . . . . . .
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . .
Financing costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits related to share-based
compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . .
Purchase of NCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) financing activities . . . .
Effect of exchange rates on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year . . . .
Cash and cash equivalents at end of year. . . . . . . . . . $
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
66,503
$
127,164
$
(27,725) $
(99,439) $
66,503
(96,384)
2
14,890
—
—
—
—
—
—
(455)
(1,161)
—
35,879
—
8,369
(36)
1,292
(24,440)
(65,916)
(28,580)
(12,341)
(9)
—
27,526
—
(162)
484
(4,677)
6,185
8,308
(24,613)
(14,311)
447
(16,605)
41,382
(28,538)
—
—
—
—
—
547,693
—
(217,352)
(287,275)
(63,104)
(9,934)
(4,780)
582
1,180
(2,783)
(35,773)
—
(52,378)
74,391
—
(248,536)
(34,475)
(18,054)
1,937
156
(13,949)
(4,330)
—
—
(50,436)
(266,815)
—
33,700
—
—
—
—
(21,106)
308,381
—
—
(611)
—
—
(1,029)
10,954
—
1,900
2,012
—
—
—
—
—
(1,500)
(3,502)
303,379
(2,681)
5,345
25,502
96,384
—
—
—
—
—
452
279
1,045
1,279
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
22,013
$
3,912
$
30,847
$
— $
62
—
63,407
14,890
8,207
448
(3,385)
(17,803)
(57,329)
(52,148)
(25,828)
(723)
(3,761)
(248,536)
(48,424)
(22,384)
1,937
156
(317,251)
547,693
33,700
(217,352)
—
(63,104)
(9,934)
(5,391)
582
1,180
(1,500)
(7,314)
278,560
(2,681)
(45,133)
101,905
56,772
Condensed Consolidating Financial Information
Year ended December 31, 2013
Statements of Cash Flows
Operating activities:
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
110,882
$
123,856
$
(3,990) $
(119,866) $
110,882
Equity in earnings of subsidiaries . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . .
(119,084)
14
—
119,084
Share-based compensation expense . . . . . . . .
Deferred income tax (benefit) expense . . . . .
Provision for losses on accounts and notes
receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts and notes receivable . . . . . . . .
Merchandise inventories . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . .
Net change in other assets and liabilities
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) operating
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities:
Additions to computer software and intangible
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to property and equipment . . . . . . . . . .
Proceeds from sale of property and equipment . . .
Cash used for investing activities . . . . . . . . . . . .
Financing activities:
Change in intercompany advances . . . . . . . . . . . .
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . .
Excess tax benefits related to share-based
compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) financing
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of year . . . . . $
—
35,712
6,381
5,821
14,860
—
(2,108)
278
509
(22,055)
(170)
77,320
(12,068)
515
(16,522)
(7,676)
15,286
(22,043)
(97)
—
—
—
—
—
(45,300)
1,774
(1,541)
(53,255)
215,590
(21,781)
—
—
—
—
145,354
(60,731)
(18,876)
5,352
898
(2,541)
(21,773)
(21,029)
2,746
(40,056)
(184,092)
—
—
—
—
(3,071)
(10,237)
(7,090)
305
(17,022)
38,738
—
—
—
—
(3,011)
69,456
(187,163)
35,727
—
—
2,521
16,201
(11,629)
(555)
58,190
13,641
26,057
—
—
—
—
(68)
782
68
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
50,586
6,381
3,713
787
(38,645)
(7,064)
47,374
(32,337)
(1,123)
140,554
(32,010)
(28,119)
3,051
(57,078)
—
(60,731)
(18,876)
5,352
898
(8,623)
(81,980)
2,521
4,017
97,888
74,391
$
2,012
$
25,502
$
— $
101,905
63
Condensed Consolidating Financial Information
Year ended December 31, 2012
Statements of Cash Flows
Operating activities:
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Owens &
Minor, Inc.
Guarantor
Subsidiaries
Non-guarantor
Subsidiaries
Eliminations
Consolidated
109,003
$
134,276
$
(13,462) $
(120,814) $
109,003
Equity in earnings of subsidiaries . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . .
(120,133)
1
—
120,133
Deferred income tax expense . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . .
Provision for losses on accounts and notes
receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts and notes receivable . . . . . . . .
Merchandise inventories . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . .
Net change in other assets and liabilities
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) operating
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities:
Acquisition, net of cash acquired . . . . . . . . . . . . .
Additions to property and equipment . . . . . . . . . .
Additions to computer software and intangible
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of property and equipment . . .
Cash used for investing activities . . . . . . . . . . . .
Financing activities:. . . . . . . . . . . . . . . . . . . . . . .
Change in intercompany advances . . . . . . . . . . . .
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . .
Financing costs paid . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits related to share-based
compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash provided by (used for) financing
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash
equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of year . . . . . $
—
34,944
2,933
5,697
4,659
(1,873)
—
587
417
31,513
56,235
55,941
(2,653)
1,236
(7,599)
1,818
(3,585)
(1,859)
(71)
—
—
—
—
—
(67,800)
19
(1,738)
(80,648)
320,709
(21,555)
—
—
—
—
—
86,131
(55,681)
(15,000)
—
1,293
4,986
(2,901)
—
(4,249)
(27,960)
1,057
(155,210)
(5,583)
(1,171)
2,241
(31,152)
(159,723)
(287,200)
—
—
(1,303)
—
—
(2,222)
201,069
—
—
—
—
—
2,413
18,828
(290,725)
203,482
—
—
2,734
(61,820)
(1,168)
24,938
120,010
14,809
1,119
—
—
—
—
3,247
681
(3,250)
3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
39,604
1,060
5,697
1,004
27,161
58,734
(18,694)
(4,490)
(573)
218,506
(155,210)
(9,832)
(29,131)
3,298
(190,875)
—
(55,681)
(15,000)
(1,303)
1,293
4,986
(2,710)
(68,415)
2,734
(38,050)
135,938
97,888
58,190
$
13,641
$
26,057
$
— $
64
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Owens & Minor, Inc.:
We have audited the accompanying consolidated balance sheets of Owens & Minor, Inc. and subsidiaries as of December 31, 2014
and 2013, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash
flows for each of the years in the
period ended December 31, 2014. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Owens & Minor, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash
flows for each of the years in the
period ended December 31, 2014, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Owens & Minor, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in
Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 23, 2015, expressed an unqualified opinion on the effectiveness of the
Company’s internal control over financial reporting. Owens & Minor, Inc. acquired Medical Action Industries, Inc. on October
1, 2014 and ArcRoyal on November 1, 2014, and management excluded from its assessment of the effectiveness of Owens &
Minor, Inc.'s internal control over financial reporting as of December 31, 2014, Medical Action Industries, Inc.'s internal
control over financial reporting associated with total assets of $269 million and total revenues of $40 million and ArcRoyal's
internal control over financial reporting associated with total assets of $71 million and total revenues of $7 million included in
the consolidated financial statements of Owens & Minor, Inc. as of and for the year ended December 31, 2014. Our audit of
internal control over financial reporting of Owens & Minor, Inc. also excluded an evaluation of the internal control over
financial reporting of Medical Action Industries, Inc. and ArcRoyal.
/s/ KPMG LLP
Richmond, Virginia
February 23, 2015
65
SELECTED QUARTERLY FINANCIAL INFORMATION
(unaudited)
(in thousands, except per share data)
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income attributable to Owens & Minor, Inc. per
common share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash dividends per common share . . . . . . . . . . . . . . . . . . $
Market price:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(in thousands, except per share data)
Net revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross margin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income attributable to Owens & Minor, Inc. per
common share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash dividends per common share . . . . . . . . . . . . . . . . . . $
Market price:
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
_____________________________
Year Ended December 31, 2014
1st
Quarter (1)
2nd
Quarter (2)
3rd
Quarter (3)
4th
Quarter (4)
2,256,380
281,195
25,485
0.41
0.41
0.25
36.42
32.31
$
$
$
$
$
$
$
$
2,305,858
282,272
19,876
0.32
0.32
0.25
34.92
31.52
$
$
$
$
$
$
$
$
2,386,124
292,483
7,155
0.11
0.11
0.25
34.50
32.08
Year Ended December 31, 2013 (5)
1st
Quarter
2,246,384
279,052
26,098
0.41
0.41
0.24
32.56
29.17
$
$
$
$
$
$
$
$
2nd
Quarter
2,236,077
273,431
28,872
0.46
0.46
0.24
35.43
30.12
3rd
Quarter
2,270,547
273,329
27,970
0.44
0.44
0.24
36.26
33.50
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2,491,817
314,015
13,987
0.22
0.22
0.25
35.40
31.49
4th
Quarter
2,318,524
291,263
27,942
0.44
0.44
0.24
38.23
33.95
(1)
(2)
(3)
(4)
(5)
We incurred charges of $3.3 million ($2.2 million after tax, or $0.03 per diluted common share) in the first quarter
of 2014 associated with acquisition-related and exit and realignment activities.
We incurred charges of $7.6 million ($5.1 million after tax, or $0.08 per diluted common share) in the second
quarter of 2014 associated with acquisition-related and exit and realignment activities.
We incurred charges of $14.0 million ($10.3 million after tax, or $0.11 per diluted common share) in the third
quarter of 2014 associated with acquisition-related and exit and realignment activities, and a loss of $14.9 million
($9.1 million after tax, or $0.14 per diluted common share) associated with the early retirement of our 2016 Senior
Notes.
We incurred charges of $18.0 million ($17.7 million after tax, or $0.28 per diluted common share) in the fourth
quarter of 2014 associated with acquisition-related and exit and realignment activities, a loss of $3.9 million ($3.9
million after tax, or $0.06 per diluted common share) for an estimated claim settlement and a net gain of $3.7
million ($4.7 million after tax or $0.07 per diluted common share) related to fair value adjustments in association
with purchase accounting.
We incurred charges of $2.0 million ($1.5 million after tax, or $0.03 per diluted common share) in the first quarter
of 2013, $0.6 million ($0.4 million after tax) in the second quarter of 2013, $2.7 million ($1.9 million after tax, or
$0.03 per diluted common share) in the third quarter of 2013, and $7.0 million ($5.0 million after tax, or $0.08 per
diluted common share) in the fourth quarter of 2013 associated with acquisition-related and exit and realignment
activities.
66
Index to Exhibits
3.1
3.2
4.1
4.2
4.3
4.4
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Amended and Restated Articles of Incorporation of Owens & Minor, Inc. (incorporated herein by reference
to our Current Report on Form 8-K, Exhibit 3.1, dated July 29, 2008)
Amended and Restated Bylaws of Owens & Minor, Inc. as adopted February 5, 2015 (incorporated herein
by reference to our Current Report on Form 8-K, Exhibit 3.1, dated February 10, 2015)
Indenture, dated September 16, 2014, by and among Owens & Minor, Inc., Owens and Minor Distribution,
Inc., Owens & Minor Medical, Inc. and U.S. Bank National Association, as trustee (incorporated herein by
reference to the Company’s Current Report on Form 8-K, Exhibit 4.1, dated September 17, 2014)
First Supplemental Indenture, dated September 16, 2014, by and among Owens & Minor, Inc., Owens and
Minor Distribution, Inc., Owens & Minor Medical, Inc. and U.S. Bank National Association, as trustee
(incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.2, dated
September 17, 2014)
Form of Global Note for the 3.875% Senior Notes due 2021 (included as Exhibit A to Exhibit 4.2 of the
Company’s Current Report on Form 8-K, Exhibit 4.2, dated September 17, 2014 and incorporated herein by
reference)
Form of Global Note for the 4.375% Senior Notes due 2024 (included as Exhibit B to Exhibit 4. 2 of the
Company’s Current Report on Form 8-K, Exhibit 4.2, dated September 17, 2014 and incorporated herein by
reference)
Owens & Minor, Inc. 2003 Directors’ Compensation Plan (incorporated herein by reference to Annex B of
the Company’s definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act on
March 13, 2003 (File No. 001-09810))*
Amendment to 2003 Directors’ Compensation Plan (incorporated herein by reference to the Company’s
Quarterly Report on Form 10-Q, Exhibit 10.6, for the quarter ended March 31, 2008)*
Form of Director Restricted Stock Grant Agreement (incorporated herein by reference to the Company’s
Quarterly Report on Form 10-Q, Exhibit 10.3, for the quarter ended March 31, 2008)*
Owens & Minor, Inc. Directors’ Deferred Compensation Plan, as amended and restated effective January 1,
2005 (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 10.3, for
the quarter ended September 30, 2008)*
Deferral Election Form for The Owens & Minor, Inc. Directors’ Deferred Compensation Plan (incorporated
by reference to the Company’s Annual Report on Form 10-K, Exhibit 10.9 for the year ended December 31,
2010)*
Form of Owens & Minor, Inc. Executive Severance Agreement effective January 1, 2011 (incorporated by
reference to the Company’s Annual Report on Form 10-K, Exhibit 10.10 for the year ended December 31,
2010)*
Owens & Minor, Inc. Supplemental Executive Retirement Plan, as amended and restated effective
January 1, 2005 (“SERP”) (incorporated herein by reference to the Company’s Quarterly Report on
Form 10-Q, Exhibit 10.1, for the quarter ended September 30, 2008)*
Resolutions of the Board of Directors of the Company amending the SERP (incorporated by reference to the
Company’s Annual Report on Form 10-K, Exhibit 10.12 for the year ended December 31, 2011)*
Owens & Minor, Inc. Amended and Restated Management Equity Ownership Program and Stock
Ownership Rewards Program (incorporated by reference to the Company’s Annual Report on Form 10-K,
Exhibit 10.15, for the year ended December 31, 2009)*
10.10
Amendment to MEOP effective January 1, 2014 (incorporated by reference to the Company’s Annual
Report on Form 10-K, Exhibit 10.10 for the year ended December 31, 2013)*
67
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
Owens & Minor, Inc. Executive Deferred Compensation and Retirement Plan effective January 1, 2013
(incorporated by reference to the Company’s Quarterly Report on Form 10-Q Exhibit 10.1 for the quarter
ended March 31, 2013)*
Owens & Minor, Inc. Pension Plan, as amended and restated effective January 1, 1994 (“Pension Plan”)
(incorporated herein by reference to the Company’s Annual Report on Form 10-K, Exhibit 10(c), for the
year ended December 31, 1996)*
Amendment No. 1 to Pension Plan (incorporated herein by reference to the Company’s Annual Report on
Form 10-K, Exhibit 10(d), for the year ended December 31, 1996)*
Amendment No. 2 to Pension Plan (incorporated herein by reference to the Company’s Annual Report on
Form 10-K, Exhibit 10.5, for the year ended December 31, 1998)*
Resolutions of the Board of Directors of the Company amending the Owens & Minor, Inc. Pension Plan.
(incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 10.5, dated May
3, 2006)*
Amendment No. 3 to Pension Plan (incorporated herein by reference to the Company’s Quarterly Report on
Form 10-Q, Exhibit 10.2, for the quarter ended September 30, 2008)*
Fourth Amendment to Pension Plan (incorporated herein by reference to the Company’s Annual Report on
Form 10-K, Exhibit 10.24, for the year ended December 31, 2009)*
Fifth, Sixth, and Seventh Amendments to Pension Plan (incorporated by reference to the Company’s Annual
Report on Form 10-K, Exhibit 10.22 for the year ended December 31, 2010)*
Owens & Minor, Inc. 2005 Stock Incentive Plan, as amended (incorporated herein by reference to the
Company’s Registration Statement on Form S-8, Registration No. 333-124965)*
Resolution of the Board of Directors of the Company amending the Owens & Minor, Inc. 2005 Stock
Incentive Plan (incorporated herein by reference to the Company’s Annual Report on Form 10-K, Exhibit
10.21, for the year ended December 31, 2007)*
Amendment to Owens & Minor, Inc. 2005 Stock Incentive Plan (incorporated herein by reference to the
Company’s Quarterly Report on Form 10-Q, Exhibit 10.4, for the quarter ended March 31, 2008)*
Amendment to Owens & Minor, Inc. 2005 Stock Incentive Plan (incorporated herein by reference to the
Company’s definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act on
March 17, 2010 (File No. 001-09810))*
Form of Owens & Minor, Inc. Stock Option Grant Agreement under 2005 Stock Incentive Plan
(incorporated herein by reference to the company’s Current Report on Form 8-K, Exhibit 10.1, dated June
23, 2005)*
Form of Owens & Minor, Inc. Restricted Stock Grant Agreement under 2005 Stock Incentive Plan
(incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 10.2, for the
quarter ended March 31, 2008)*
Form of Performance Share Award Agreement (incorporated by reference to the Company’s Quarterly
Report on Form 10-Q, Exhibit 10.1, for the quarter ended March 31, 2014) *
Form of Performance Share Award Agreement for grant to James L. Bierman on September 2, 2014*--filed
herewith
Form of Annual Executive Incentive Program (incorporated by reference to the Company’s Quarterly
Report on Form 10-Q, Exhibit 10. 2, for the quarter ended March 31, 2014) *
Owens & Minor, Inc. Officer Severance Policy Terms (incorporated herein by reference to the Company’s
Current Report on Form 8-K, Exhibit 10.1, dated December 19, 2005)*
Policy on Recoupment of Executive Incentive Compensation (incorporated herein by reference to the
Company’s Annual Report on Form 10-K, Exhibit 10.36, for the year ended December 31, 2009)*
68
10.30
10.31
10.32
10.33
11.1
21.1
23.1
31.1
31.2
32.1
32.2
Credit Agreement dated as of June 5, 2012 by and among Owens & Minor Distribution, Inc. and Owens &
Minor Medical, Inc. (as Borrowers), Owens & Minor, Inc. and certain of its domestic subsidiaries (as
Guarantors), Wells Fargo Bank, N.A. (as Administrative Agent), JPMorgan Chase Bank, N.A. (as
Syndication Agent) and a syndicate of banks as specified on the signature pages thereof (incorporated herein
by reference to the Company’s Current Report on Form 8-K, Exhibit 10.1, dated June 8, 2012)
First Amendment dated as of September 17, 2014 by and among Owens & Minor Distribution, Inc. and
Owens & Minor Medical, Inc. ( as Borrowers), Owens & Minor, Inc. and certain of its domestic subsidiaries
(as Guarantors) and Wells Fargo Bank, N.A. ( as Administrative Agent), to the Credit Agreement dated as of
June 5, 2012 by and among the Borrowers, the Guarantors, a syndicate of financial institutions party thereto,
the Administrative Agent, and the other agents party thereto (incorporated herein by reference to the
Company’s Current Report on Form 8-K, Exhibit 10.1, dated September 18, 2014)
Share Purchase Agreement dated August 31, 2012 between Celesio AG, Admenta Deutschland GmbH,
Admenta Denmark ApS, Admenta France S.A. and OCP Portugal Produtos Farmaceuticos, S.A. (as Sellers)
and O&M-Movianto Nederland B.V., O&M-Movianto UK Holdings Ltd, O&M-Movianto France Holdings
SAS (as Purchasers) and Owens & Minor, Inc. (as Purchasers’ Guarantor) (incorporated herein by reference
to our Current Report on Form 8-K, Exhibit10.1, dated September 4, 2012)
Agreement and Plan of Merger, dated as of June 24, 2014, by and among Owens & Minor Inc., Mongoose
Merger Sub Inc. and Medical Action Industries Inc. (incorporated herein by reference to the Company’s
Current Report on Form 8-K, Exhibit 10.1, dated June 25, 2014)
Calculation of Net Income per Common Share. Information related to this item is in Part II, Item 8, Notes to
Consolidated Financial Statements, Note 15-Net Income per Common Share
Subsidiaries of Registrant
Consent of KPMG LLP, independent registered public accounting firm
Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
* Management contract or compensatory plan or arrangement.
69
Pursuant to the requirements of Section 13 or 15(d) 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, on the 23rd day of February, 2015.
SIGNATURES
OWENS & MINOR, INC.
/s/ James L. Bierman
James L. Bierman
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on the 23rd day of February, 2015:
/s/ Martha H. Marsh
Martha H. Marsh
Director
/s/ Eddie N. Moore, Jr.
Eddie N. Moore, Jr.
Director
/s/ James E. Rogers
James E. Rogers
Director
/s/ David S. Simmons
David S. Simmons
Director
/s/ Robert C. Sledd
Robert C. Sledd
Director
/s/ Anne Marie Whittemore
Anne Marie Whittemore
Lead Director
/s/ James L. Bierman
James L. Bierman
President & Chief Executive Officer
/s/ Craig R. Smith
Craig R. Smith
Executive Chairman & Chairman of the Board
/s/ Richard A. Meier
Richard A. Meier
Executive Vice President & Chief Financial Officer
/s/ Stuart M. Essig
Stuart M. Essig
Director
/s/ John W. Gerdelman
John W. Gerdelman
Director
/s/ Lemuel E. Lewis
Lemuel E. Lewis
Director
70
Craig R. Smith (63)
Executive Chairman
Corporate Officers
Executive Chairman since September 2014. Prior to that, Mr. Smith was Chairman of the Board from April 2013 and Chief
Executive Officer 2005 to 2014. Mr. Smith also served as President from 1999 until August 2013. Mr. Smith has been with the
company since 1989.
James L. Bierman (62)
President & Chief Executive Officer
Chief Executive Officer since September 2014 and President since August 2013. Served as President & Chief Operating Officer
from August 2013 to September 2014. Prior to that, Mr. Bierman served as Executive Vice President & Chief Operating
Officer from March 2012 until August 2013. Mr. Bierman served as Executive Vice President & Chief Financial Officer from
April 2011 to March 2012. Prior to that, Mr. Bierman served as Senior Vice President & Chief Financial Officer from 2007 to
2011. Mr. Bierman, who joined the company in 2007, was appointed to the board of directors of Owens & Minor in September
2014.
Richard A. Meier (55)
Executive Vice President & Chief Financial Officer
Executive Vice President & Chief Financial Officer since joining Owens & Minor in March 2013. Mr. Meier served from 2010
to 2012 as Executive Vice President & Chief Financial Officer of Teleflex, Inc., a global provider of specialty medical devices.
Prior to that, he served as President & Chief Operating Officer of Advanced Medical Optics, Inc., from 2007 to 2009, and as
Chief Financial Officer and in a variety of other finance and operations roles from 2002 through 2007.
Charles C. Colpo (57)
Senior Vice President, Strategic Relationships
Senior Vice President, Strategic Relationships since August 2013. From March 2012 until August 2013, Mr. Colpo served as
Senior Vice President, Operations. Prior to that, Mr. Colpo served as Executive Vice President & Chief Operating Officer from
2010 to 2012. Mr. Colpo served as Executive Vice President, Administration from 2008 until 2010 and as Senior Vice
President, Operations, from 1999 until 2008. He has been with the company since 1981.
Erika T. Davis (51)
Senior Vice President, Administration & Operations
Senior Vice President, Administration & Operations since August 2013. Prior to that, Ms. Davis served as Senior Vice
President, Human Resources, from 2001 until August 2013. Ms. Davis has been with the company since 1993.
Grace R. den Hartog (63)
Senior Vice President, General Counsel & Corporate Secretary
Senior Vice President, General Counsel & Corporate Secretary since joining Owens & Minor in 2003. Previously, Ms. den
Hartog served as a partner of McGuireWoods LLP from 1990 to 2003.
D. Todd Healy (52)
Senior Vice President, Provider Services
Senior Vice President, Provider Services since August 2013. Prior to that, Mr. Healy served as Regional Vice President, North
Region from 2004 to August 2013. He has served Owens & Minor as a general manager, division vice president and area vice
president. Prior to joining Owens & Minor in 1994, Mr. Healy worked in a variety of sales leadership roles for Proctor &
Gamble, Johnson & Johnson Orthopaedics, and Stuart Medical (which was acquired by Owens & Minor).
71
Geoffrey T. Marlatt (46)
Senior Vice President, Manufacturer Services
Senior Vice President, Manufacturer Services since September 2014. From 2012 to 2014, Mr. Marlatt served as Regional Vice
President, Provider Services, West Region. Prior to that, Mr. Marlatt served as Vice President, OM Solutions from 2006 to 2012.
Before joining Owens & Minor in 2006, Mr. Marlatt held leadership positions with McKesson, Johnson & Johnson, Ethicon,
Medtronic and the Global Healthcare Exchange.
Richard W. Mears (54)
Senior Vice President, Chief Information Officer
Senior Vice President, Chief Information Officer since joining Owens & Minor in 2005. Previously, Mr. Mears was an
Executive Director with Perot Systems (now Dell Perot Systems) from 2003 to 2005.
Numbers inside parentheses indicate age.
72
Subsidiaries of Registrant
Exhibit 21.1
Assumed Name
OM HealthCare Logistics
AOM HealthCare Solutions
AOM HealthCare Solutions
Subsidiary
Owens & Minor Medical, Inc.
O&M Funding Corp.
Owens & Minor Distribution, Inc.
OM Solutions International, Inc.
Owens & Minor Canada, Inc.
Owens & Minor Global Resources, LLC
Owens & Minor Healthcare Supply, Inc.
Access Diabetic Supply, LLC
Access Respiratory Supply, Inc.
Medical Supply Group, Inc.
Key Diabetes Supply Co.
Mira MEDsource Holding Company Limited
Mira MEDsource (Shanghai) Company Limited
Owens & Minor International Logistics, Inc.
O&M Worldwide, LLC
GNB Associates LLC
Medical Action Industries, Inc.
Avid Medical, Inc.
500 Expressway Drive South, LLC
MAI Acquisition Corp.
Medegen Newco, LLC
Rutherford Holdings CV
Lockwood Enterprises CV
O&M-Movianto Nederland B.V.
O&M-Movianto UK Holdings Ltd.
O&M-Movianto France Holdings S.A.S.
Movianto Belgium NV
Movianto Ceska republika sro
Movianto Polska SP Z O O
Movianto Nordic Aps
Movianto France SAS
Movianto GmbH
Movianto Deutschland GmbH
Movianto Portugal SL
Movianto Slovensko sro
AVS Health Espana SL
Movianto Espana SL
Movianto Schweiz GmbH
Healthcare Services Group Ltd
Movianto UK Ltd.
Movianto Transport Solutions Ltd.
Healthcare Product Services Ltd.
Pharmacare Logistics Ltd.
Owens & Minor International Limited
State of
Incorporation/
Organization
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Florida
Florida
Virginia
Michigan
N/A
N/A
Virginia
Virginia
Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
73
Country
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
Hong Kong
Peoples Republic of China
USA
USA
USA
USA
USA
USA
USA
USA
Netherlands
Netherlands
Netherlands
United Kingdom
France
Belgium
Czech Republic
Poland
Denmark
France
Germany
Germany
Portugal
Slovakia
Spain
Spain
Switzerland
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Ireland
Owens & Minor Ireland
Owens & Minor Jersey Unlimited
Nalvest Ltd.
ArcRoyal Holdings Unlimited
ArcRoyal Research Unlimited
ArcRoyal Unlimited
N/A
N/A
N/A
N/A
N/A
N/A
Ireland
Jersey
Ireland
Ireland
Ireland
Ireland
74
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
Owens & Minor, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 33-32497, 33-41402, 333-106361,
333-124965, and 333-142716) on Form S-8 and registration statement (No. 333-198635) on Form S-3 of Owens &
Minor, Inc. of our report dated February 23, 2015, with respect to the consolidated balance sheets of Owens &
Minor, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income,
comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December
31, 2014, which reports appear in the December 31, 2014 annual report on Form 10-K of Owens & Minor, Inc.
Owens & Minor, Inc. acquired Medical Action Industries, Inc. on October 1, 2014 and ArcRoyal on November 1,
2014, and management excluded from its assessment of the effectiveness of Owens & Minor, Inc.'s internal control
over financial reporting as of December 31, 2014, Medical Action Industries, Inc.'s internal control over financial
reporting associated with total assets of $269 million and total revenues of $40 million and ArcRoyal's internal
control over financial reporting associated with total assets of $71 million and total revenues of $7 million included
in the consolidated financial statements of Owens & Minor, Inc. as of and for the year ended December 31, 2014.
Our audit of internal control over financial reporting of Owens & Minor, Inc. also excluded an evaluation of the
internal control over financial reporting of Medical Action Industries, Inc. and ArcRoyal.
/s/ KPMG LLP
Richmond, Virginia
February 23, 2015
75
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, James L. Bierman, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2014, of Owens & Minor,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
significant role in the registrant’s internal control over financial reporting.
b) Any fraud, whether or not material, that involves management or other employees who have a
Date: February 23, 2015
/s/ James L. Bierman
James L. Bierman
President & Chief Executive Officer
Owens & Minor, Inc.
76
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Richard A. Meier, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2014, of Owens & Minor,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
significant role in the registrant’s internal control over financial reporting.
b) Any fraud, whether or not material, that involves management or other employees who have a
Date: February 23, 2015
/s/ Richard A. Meier
Richard A. Meier
Executive Vice President & Chief Financial Officer
Owens & Minor, Inc.
77
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Owens & Minor, Inc. (the “Company”) on Form 10-K for the year ended
December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James L.
Bierman, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ James L. Bierman
James L. Bierman
President & Chief Executive Officer
Owens & Minor, Inc.
February 23, 2015
78
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Owens & Minor, Inc. (the “Company”) on Form 10-K for the year ended
December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A.
Meier, Executive Vice President & Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ Richard A. Meier
Richard A. Meier
Executive Vice President & Chief Financial Officer
Owens & Minor, Inc.
February 23, 2015
79
CORPORATE INFORMATION
Annual Shareholders’ Meeting
Owens & Minor’s Annual Shareholders’ Meeting will be held at
10:00 a.m. on Thursday, April 30, 2015, at Owens & Minor, Inc.,
9120 Lockwood Boulevard, Mechanicsville, Virginia, 23116;
804-723-7000
Transfer Agent, Registrar and Dividend Disbursing Agent
Computershare Shareowner Services
P.O. Box 30170
College Station, TX 77842-3170
Website: www.computershare.com/investor
Toll-free: 866-252-0358 (Inside the United States and Canada)
201-680-6578 (Outside the United States and Canada)
Stock Purchase and Dividend Reinvestment Plan
Our transfer agent, Computershare Shareowner Services
(“Computershare”), offers a Direct Purchase & Sale Plan for shares
of Owens & Minor, Inc. common stock known as the Computershare
CIP Plan (“CIP Plan”). The CIP Plan offers registered shareholders
of Owens & Minor and interested first-time investors a convenient
way to buy, hold and sell shares of Owens & Minor common stock.
Information may be obtained through the “Buy Stock Direct” link at
www.computershare.com/investor, or by contacting Computershare
(see contact information above).
Shareholder Records
Correspondence concerning stock holdings, lost or missing dividend
checks, or changes of address for shares of Owens & Minor, Inc’s.
common stock should be directed to Computershare at the address
below:
Owens & Minor, Inc.
c/o Computershare
P.O. Box 30170
College Station, TX 77842-3170
Duplicate Mailings
When a shareholder owns shares in more than one account, or when
several shareholders live at the same address, they may receive
multiple copies of company mailings. To eliminate duplicate mailings,
please call Computershare or consider enrolling in electronic delivery
(via Computershare’s website above), which offers secure online
access to financial documents and shareowner communications.
Independent Auditors
KPMG LLP
Richmond, Virginia
Communications & Investor Relations
Press Releases
Owens & Minor, Inc.’s press releases are available at
www.owens-minor.com
Communications & Investor Relations
804-723-7555
Information for Investors
The company files annual, quarterly and current reports, information
statements and other information with the Securities and Exchange
Commission (SEC). The public may read and copy any materials that
the company files with the SEC at the SEC’s Public Reference Room
at 100 F Street, NE, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site
that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.
The address of that site is http://www.sec.gov. The address of the
company’s website is www.owens-minor.com. Through a link to the
SEC’s Internet site on the Investor Relations portion of our website,
we make available all of our filings with the SEC, including our
annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports, as well as
beneficial ownership reports filed with the SEC by directors, officers
and other reporting persons relating to holdings in Owens & Minor,
Inc. securities. This information is available as soon as the filing is
accepted by the SEC.
Corporate Governance
The company’s Bylaws, Corporate Governance Guidelines, Code
of Honor and the charters of the Audit, Compensation & Benefits,
and Governance & Nominating Committees are available on the
company’s website at www.owens-minor.com and are available in
print to any shareholder upon request by writing to:
Corporate Secretary
Owens & Minor, Inc.
9120 Lockwood Boulevard
Mechanicsville, Virginia 23116
Communications with the Board of Directors
The Board of Directors has approved a process for shareholders to
send communications to the Board. Shareholders can send written
communications to the Board, any committee of the Board, the Lead
Director or any other individual director at the following address:
P.O. Box 26383, Richmond, Virginia 23260
Certifications
The company’s Chief Executive Officer certified to the New York
Stock Exchange (NYSE) within 30 days after the company’s 2014
Annual Meeting of shareholders that he was not aware of any
violation by the company of NYSE corporate governance listing
standards. The company also filed with the SEC as exhibits 31.1, 31.2,
32.1 and 32.2 to its Annual Report on Form 10-K for the year ended
December 31, 2014, certifications by its Chief Executive Officer and
Chief Financial Officer.
Corporate Office
804-723-7000
www.owens-minor.com
Street Address
9120 Lockwood Boulevard
Mechanicsville, Virginia 23116
Mailing Address
Post Office Box 27626
Richmond, Virginia 23261-7626