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x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
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Virginia
|
|
54-1701843
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
9120 Lockwood Boulevard, Mechanicsville, Virginia
|
|
23116
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $2 par value
|
|
New York Stock Exchange
|
Preferred Stock Purchase Rights
|
|
New York Stock Exchange
|
6.35% Senior Notes due 2016
|
|
Not Listed
|
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|
|
Large accelerated filer
|
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x
|
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Accelerated filer
|
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¨
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|
|||
Non-accelerated filer
|
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¨
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Smaller reporting company
|
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¨
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Item No.
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Page
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1
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1A.
|
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1B.
|
|
|
||
2
|
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|
||
3
|
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||
4
|
|
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Mine Safety Disclosures
|
|
|
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||
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5
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||
6
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||
7
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||
7A.
|
|
|
||
8
|
|
|
||
9
|
|
|
||
9A.
|
|
|
||
9B.
|
|
|
||
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|||
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|
|||
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|
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|
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||
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|
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|
10
|
|
|
||
11
|
|
|
||
12
|
|
|
||
13
|
|
|
||
14
|
|
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||
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|
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||
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15
|
|
|
•
|
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;
|
•
|
Failure to realize the synergies and other benefits we expect from the acquisition at the pace we anticipate;
|
•
|
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.
|
•
|
Lack of familiarity with and expertise in conducting business in foreign markets;
|
•
|
Foreign currency fluctuations and exchange risk;
|
•
|
Unexpected changes in foreign regulations or conditions relating to labor, economic or political environment, and 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, including recession, inflation, indebtedness, currency volatility and competition; and
|
•
|
Changes in trade protection laws and other laws affecting trade and investment, including import/export regulations in both the United States and foreign countries.
|
|
Base
Period
|
|
Years Ended
|
||||||||||||||||||||
Company Name / Index
|
12/2008
|
|
12/2009
|
|
12/2010
|
|
12/2011
|
|
12/2012
|
|
12/2013
|
||||||||||||
Owens & Minor, Inc.
|
$
|
100.00
|
|
|
$
|
116.81
|
|
|
$
|
123.13
|
|
|
$
|
119.43
|
|
|
$
|
126.30
|
|
|
$
|
166.60
|
|
S&P 500 Index
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
||||||
Peer Group
|
100.00
|
|
|
146.87
|
|
|
174.80
|
|
|
190.01
|
|
|
223.72
|
|
|
359.71
|
|
Period
|
Total number of
shares purchased
|
|
Average price paid
per share
|
|
Total number of
shares purchased
as part of a publicly
announced program
|
|
Maximum dollar value of
shares that may yet be
purchased under the program
|
||||||
October 2013
|
41,600
|
|
|
$
|
34.58
|
|
|
41,600
|
|
|
$
|
1,737,703
|
|
November 2013
|
21,200
|
|
|
$
|
36.88
|
|
|
21,200
|
|
|
$
|
955,593
|
|
December 2013
|
25,770
|
|
|
$
|
37.09
|
|
|
25,770
|
|
|
$
|
—
|
|
Total
|
88,570
|
|
|
|
|
88,570
|
|
|
|
|
At or for the Year Ended December 31,
|
||||||||||||||||||
|
2013
(2)
|
|
2012
(3)
|
|
2011
(4)
|
|
2010
(5)
|
|
2009
|
||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
(9)
|
$
|
9,071,532
|
|
|
$
|
8,868,324
|
|
|
$
|
8,627,912
|
|
|
$
|
8,123,608
|
|
|
$
|
8,037,624
|
|
Income from continuing operations
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
|
$
|
110,579
|
|
|
$
|
116,859
|
|
Loss from discontinued operations, net of tax
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,201
|
)
|
|||||
Net income
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
|
$
|
110,579
|
|
|
$
|
104,658
|
|
Per Common Share
(6)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to Owens & Minor, Inc. per common share—basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.82
|
|
|
$
|
1.76
|
|
|
$
|
1.87
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.19
|
)
|
|||||
Net income per share—basic
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.82
|
|
|
$
|
1.76
|
|
|
$
|
1.68
|
|
Net income (loss) attributable to Owens & Minor, Inc. per common share—diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.81
|
|
|
$
|
1.75
|
|
|
$
|
1.86
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.19
|
)
|
|||||
Net income per share—diluted
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.81
|
|
|
$
|
1.75
|
|
|
$
|
1.67
|
|
Cash dividends
|
$
|
0.960
|
|
|
$
|
0.880
|
|
|
$
|
0.800
|
|
|
$
|
0.708
|
|
|
$
|
0.613
|
|
Stock price at year end
|
$
|
36.56
|
|
|
$
|
28.51
|
|
|
$
|
27.79
|
|
|
$
|
29.43
|
|
|
$
|
28.62
|
|
Summary of Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,324,042
|
|
|
$
|
2,214,398
|
|
|
$
|
1,946,815
|
|
|
$
|
1,822,039
|
|
|
$
|
1,747,088
|
|
Cash and cash equivalents
|
$
|
101,905
|
|
|
$
|
97,888
|
|
|
$
|
135,938
|
|
|
$
|
159,213
|
|
|
$
|
96,136
|
|
Total debt
|
$
|
216,243
|
|
|
$
|
217,591
|
|
|
$
|
214,556
|
|
|
$
|
210,906
|
|
|
$
|
210,917
|
|
Total Owens & Minor, Inc. shareholders’ equity
|
$
|
1,023,913
|
|
|
$
|
972,526
|
|
|
$
|
918,087
|
|
|
$
|
857,518
|
|
|
$
|
769,179
|
|
Selected Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin as a percent of revenue
|
12.31
|
%
|
|
10.43
|
%
|
|
9.94
|
%
|
|
9.94
|
%
|
|
10.13
|
%
|
|||||
Selling, general, and administrative expenses as a percent of revenue
|
9.52
|
%
|
|
7.70
|
%
|
|
7.08
|
%
|
|
6.94
|
%
|
|
7.37
|
%
|
|||||
Operating earnings as a percent of revenue
|
2.18
|
%
|
|
2.22
|
%
|
|
2.36
|
%
|
|
2.41
|
%
|
|
2.50
|
%
|
|||||
Days sales outstanding (DSO)
(7)
|
22.1
|
|
|
20.8
|
|
|
20.7
|
|
|
19.6
|
|
|
21.4
|
|
|||||
Average annual inventory turnover
(8)
|
10.4
|
|
|
10.1
|
|
|
10.2
|
|
|
10.4
|
|
|
10.6
|
|
(1)
|
In January 2009, we exited our direct-to-consumer diabetes supply (DTC) business. Accordingly, the DTC business is presented as discontinued operations for all periods presented.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
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).
|
(6)
|
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.
|
(7)
|
Based on net revenue for the fourth quarter of the year.
|
(8)
|
Based on cost of goods sold for the preceding 12 months.
|
(9)
|
2012 net revenue has been revised to reflect current year revenue presentation. See Note 1 of Notes to Consolidated Financial Statements.
|
|
For the years ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating earnings, as reported (GAAP)
|
$
|
198,083
|
|
|
$
|
196,753
|
|
|
$
|
203,515
|
|
Acquisition-related and exit and realignment charges
|
12,444
|
|
|
10,164
|
|
|
13,168
|
|
|||
Operating earnings, adjusted (non-GAAP) (Adjusted Operated Earnings)
|
$
|
210,527
|
|
|
$
|
206,917
|
|
|
$
|
216,683
|
|
Adjusted Operating Earnings as a percent of revenue (non-GAAP)
|
2.32
|
%
|
|
2.33
|
%
|
|
2.51
|
%
|
|||
Net income attributable to Owens & Minor, Inc., as reported (GAAP)
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
Acquisition-related and exit and realignment charges, net of tax
|
8,856
|
|
|
8,200
|
|
|
7,993
|
|
|||
Net income, adjusted (non-GAAP) (Adjusted Net Income)
|
$
|
119,738
|
|
|
$
|
117,203
|
|
|
$
|
123,191
|
|
Net income attributable to Owens & Minor, Inc. per diluted common share, as reported (GAAP)
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.81
|
|
Acquisition-related and exit and realignment charges, per diluted common share
|
0.14
|
|
|
0.13
|
|
|
0.13
|
|
|||
Net income per diluted common share, adjusted (non-GAAP) (Adjusted EPS)
|
$
|
1.90
|
|
|
$
|
1.85
|
|
|
$
|
1.94
|
|
Net revenue.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Domestic
|
$
|
8,688,018
|
|
|
$
|
8,731,484
|
|
|
$
|
(43,466
|
)
|
|
(0.5
|
)%
|
International
|
383,514
|
|
|
136,840
|
|
|
246,674
|
|
|
180.3
|
%
|
|||
Net revenue
|
$
|
9,071,532
|
|
|
$
|
8,868,324
|
|
|
$
|
203,208
|
|
|
2.3
|
%
|
Gross margin.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Gross margin
|
$
|
1,117,075
|
|
|
$
|
924,654
|
|
|
$
|
192,421
|
|
|
20.8
|
%
|
As a % of net revenue
|
12.31
|
%
|
|
10.43
|
%
|
|
|
|
|
Operating expenses.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
SG&A expenses
|
$
|
863,656
|
|
|
$
|
682,595
|
|
|
$
|
181,061
|
|
|
26.5
|
%
|
As a % of net revenue
|
9.52
|
%
|
|
7.70
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
$
|
50,586
|
|
|
$
|
39,604
|
|
|
$
|
10,982
|
|
|
27.7
|
%
|
Other operating income, net
|
$
|
(7,694
|
)
|
|
$
|
(4,462
|
)
|
|
$
|
(3,232
|
)
|
|
72.4
|
%
|
Interest expense, net.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Interest expense, net
|
$
|
13,098
|
|
|
$
|
13,397
|
|
|
$
|
(299
|
)
|
|
(2.2
|
)%
|
Effective interest rate
|
6.05
|
%
|
|
6.17
|
%
|
|
|
|
|
Income taxes.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Income tax provision
|
$
|
74,103
|
|
|
$
|
74,353
|
|
|
$
|
(250
|
)
|
|
(0.3
|
)%
|
Effective tax rate
|
40.1
|
%
|
|
40.6
|
%
|
|
|
|
|
Net revenue.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
Domestic
|
$
|
8,731,484
|
|
|
$
|
8,627,912
|
|
|
$
|
103,572
|
|
|
1.2
|
%
|
International
|
136,840
|
|
|
—
|
|
|
136,840
|
|
|
N/A
|
|
|||
Net revenue
|
$
|
8,868,324
|
|
|
$
|
8,627,912
|
|
|
$
|
240,412
|
|
|
2.8
|
%
|
Gross margin.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
Gross margin
|
$
|
924,654
|
|
|
$
|
857,537
|
|
|
$
|
67,117
|
|
|
7.8
|
%
|
As a % of net revenue
|
10.43
|
%
|
|
9.94
|
%
|
|
|
|
|
Operating expenses.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
SG&A expenses
|
$
|
682,595
|
|
|
$
|
610,657
|
|
|
$
|
71,938
|
|
|
11.8
|
%
|
As a % of net revenue
|
7.70
|
%
|
|
7.08
|
%
|
|
|
|
|
|||||
Depreciation and amortization
|
$
|
39,604
|
|
|
$
|
34,135
|
|
|
$
|
5,469
|
|
|
16.0
|
%
|
Other operating income, net
|
$
|
(4,462
|
)
|
|
$
|
(3,938
|
)
|
|
$
|
(524
|
)
|
|
13.3
|
%
|
Interest expense, net.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
Interest expense, net
|
$
|
13,397
|
|
|
$
|
13,682
|
|
|
$
|
(285
|
)
|
|
(2.1
|
)%
|
Effective interest rate
|
6.17
|
%
|
|
6.42
|
%
|
|
|
|
|
Income taxes.
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
Income tax provision
|
$
|
74,353
|
|
|
$
|
74,635
|
|
|
$
|
(282
|
)
|
|
(0.4
|
)%
|
Effective tax rate
|
40.6
|
%
|
|
39.3
|
%
|
|
|
|
|
|
For the years ended December 31,
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Cash and cash equivalents
|
$
|
101.9
|
|
|
$
|
97.9
|
|
|
$
|
4.0
|
|
|
4.1
|
%
|
Accounts and notes receivable, net of allowances
|
$
|
572.9
|
|
|
$
|
537.3
|
|
|
$
|
35.6
|
|
|
6.6
|
%
|
Consolidated DSO
(1)
|
22.1
|
|
|
20.8
|
|
|
|
|
|
|||||
Merchandise inventories
|
$
|
771.7
|
|
|
$
|
763.8
|
|
|
$
|
7.9
|
|
|
1.0
|
%
|
Consolidated inventory turnover
(2)
|
10.4
|
|
|
10.1
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
643.9
|
|
|
$
|
603.1
|
|
|
$
|
40.8
|
|
|
6.8
|
%
|
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by (used for) continuing operations:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
140.6
|
|
|
$
|
218.5
|
|
|
$
|
68.4
|
|
Investing activities
|
(57.1
|
)
|
|
(190.8
|
)
|
|
(33.9
|
)
|
|||
Financing activities
|
(82.0
|
)
|
|
(68.4
|
)
|
|
(57.5
|
)
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Effect of exchange rate changes on cash
|
2.5
|
|
|
2.7
|
|
|
—
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
4.0
|
|
|
$
|
(38.0
|
)
|
|
$
|
(23.3
|
)
|
(Dollars in millions)
|
Payments due by period
|
||||||||||||||||||
Contractual obligations
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
4-5 years
|
|
After 5
years
|
||||||||||
Long-term debt
(1)
|
$
|
231.8
|
|
|
$
|
12.7
|
|
|
$
|
219.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase obligations
(2)
|
145.2
|
|
|
40.2
|
|
|
74.6
|
|
|
30.4
|
|
|
—
|
|
|||||
Operating leases
(2)
|
296.5
|
|
|
60.1
|
|
|
95.2
|
|
|
65.1
|
|
|
76.1
|
|
|||||
Capital lease obligations
(1)
|
12.8
|
|
|
3.9
|
|
|
5.8
|
|
|
2.8
|
|
|
0.3
|
|
|||||
Unrecognized tax benefits, net
(3)
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
(4)
|
80.4
|
|
|
3.1
|
|
|
5.4
|
|
|
4.6
|
|
|
67.3
|
|
|||||
Total contractual obligations
(5)
|
$
|
770.9
|
|
|
$
|
120.0
|
|
|
$
|
400.1
|
|
|
$
|
102.9
|
|
|
$
|
143.7
|
|
(1)
|
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, 2013.
|
(2)
|
See Note 18 of Notes to Consolidated Financial Statements.
|
(3)
|
We cannot reasonably estimate the timing of cash settlement for the liability associated with unrecognized tax benefits.
|
(4)
|
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.
|
(5)
|
Excludes certain contingent contractual obligations that are required to be paid in the event that performance targets specified by customer contracts are not achieved. See Note 18 of Notes to Consolidated Financial Statements.
|
|
Page
|
|
29
|
|
|
30
|
|
|
31
|
|
|
32
|
|
|
33
|
|
|
34
|
|
|
61
|
|
|
62
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue
|
$
|
9,071,532
|
|
|
$
|
8,868,324
|
|
|
$
|
8,627,912
|
|
Cost of goods sold
|
7,954,457
|
|
|
7,943,670
|
|
|
7,770,375
|
|
|||
Gross margin
|
1,117,075
|
|
|
924,654
|
|
|
857,537
|
|
|||
Selling, general, and administrative expenses
|
863,656
|
|
|
682,595
|
|
|
610,657
|
|
|||
Acquisition-related and exit and realignment charges
|
12,444
|
|
|
10,164
|
|
|
13,168
|
|
|||
Depreciation and amortization
|
50,586
|
|
|
39,604
|
|
|
34,135
|
|
|||
Other operating income, net
|
(7,694
|
)
|
|
(4,462
|
)
|
|
(3,938
|
)
|
|||
Operating earnings
|
198,083
|
|
|
196,753
|
|
|
203,515
|
|
|||
Interest expense, net
|
13,098
|
|
|
13,397
|
|
|
13,682
|
|
|||
Income before income taxes
|
184,985
|
|
|
183,356
|
|
|
189,833
|
|
|||
Income tax provision
|
74,103
|
|
|
74,353
|
|
|
74,635
|
|
|||
Net income
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
|
|
|
|
|
|
||||||
Net income attributable to Owens & Minor, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.82
|
|
Diluted
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.81
|
|
Cash dividends per common share
|
$
|
0.96
|
|
|
$
|
0.88
|
|
|
$
|
0.80
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments (net of income tax expense of $111 in 2013 and $210 in 2012)
|
6,143
|
|
|
9,749
|
|
|
—
|
|
|||
Change in unrecognized net periodic pension costs (net of income tax expense of $2,429 in 2013 and income tax benefit of $1,671 in 2012 and $1,488 in 2011)
|
3,839
|
|
|
(2,611
|
)
|
|
(2,328
|
)
|
|||
Other (net of income tax expense of $32 in 2013, 2012 and 2011)
|
(8
|
)
|
|
(50
|
)
|
|
(50
|
)
|
|||
Other comprehensive income (loss)
|
9,974
|
|
|
7,088
|
|
|
(2,378
|
)
|
|||
Comprehensive income
|
$
|
120,856
|
|
|
$
|
116,091
|
|
|
$
|
112,820
|
|
December 31,
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
101,905
|
|
|
$
|
97,888
|
|
Accounts and notes receivable, net
|
572,854
|
|
|
537,335
|
|
||
Merchandise inventories
|
771,663
|
|
|
763,756
|
|
||
Other current assets
|
279,510
|
|
|
231,264
|
|
||
Total current assets
|
1,725,932
|
|
|
1,630,243
|
|
||
Property and equipment, net
|
191,961
|
|
|
191,841
|
|
||
Goodwill, net
|
275,439
|
|
|
274,884
|
|
||
Intangible assets, net
|
40,406
|
|
|
42,313
|
|
||
Other assets, net
|
90,304
|
|
|
75,117
|
|
||
Total assets
|
$
|
2,324,042
|
|
|
$
|
2,214,398
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
643,872
|
|
|
$
|
603,137
|
|
Accrued payroll and related liabilities
|
23,296
|
|
|
25,468
|
|
||
Deferred income taxes
|
41,613
|
|
|
42,107
|
|
||
Other current liabilities
|
280,398
|
|
|
254,924
|
|
||
Total current liabilities
|
989,179
|
|
|
925,636
|
|
||
Long-term debt, excluding current portion
|
213,815
|
|
|
215,383
|
|
||
Deferred income taxes
|
43,727
|
|
|
36,269
|
|
||
Other liabilities
|
52,278
|
|
|
63,454
|
|
||
Total liabilities
|
1,298,999
|
|
|
1,240,742
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity
|
|
|
|
||||
Owens & Minor, Inc. shareholders’ equity
|
|
|
|
||||
Preferred stock, par value $100 per share, authorized—10,000 shares, Series A Participating Cumulative Preferred Stock; none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $2 per share; authorized—200,000 shares; issued and outstanding—63,096 shares and 63,271 shares
|
126,193
|
|
|
126,544
|
|
||
Paid-in capital
|
196,605
|
|
|
187,394
|
|
||
Retained earnings
|
691,547
|
|
|
658,994
|
|
||
Accumulated other comprehensive loss
|
9,568
|
|
|
(406
|
)
|
||
Total Owens & Minor, Inc. shareholders’ equity
|
1,023,913
|
|
|
972,526
|
|
||
Noncontrolling interest
|
1,130
|
|
|
1,130
|
|
||
Total equity
|
1,025,043
|
|
|
973,656
|
|
||
Total liabilities and equity
|
$
|
2,324,042
|
|
|
$
|
2,214,398
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
Adjustments to reconcile net income to cash provided by operating activities of continuing operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
50,586
|
|
|
39,604
|
|
|
34,135
|
|
|||
Share-based compensation expense
|
6,381
|
|
|
5,697
|
|
|
5,674
|
|
|||
Deferred income tax expense
|
3,713
|
|
|
1,060
|
|
|
14,520
|
|
|||
Provision for losses on accounts and notes receivable
|
787
|
|
|
1,004
|
|
|
2,176
|
|
|||
Pension contributions
|
—
|
|
|
—
|
|
|
(409
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(38,645
|
)
|
|
27,161
|
|
|
(37,273
|
)
|
|||
Merchandise inventories
|
(7,064
|
)
|
|
58,734
|
|
|
(86,250
|
)
|
|||
Accounts payable
|
47,374
|
|
|
(18,694
|
)
|
|
44,058
|
|
|||
Net change in other assets and liabilities
|
(32,337
|
)
|
|
(4,490
|
)
|
|
(24,654
|
)
|
|||
Other, net
|
(1,123
|
)
|
|
(573
|
)
|
|
1,244
|
|
|||
Cash provided by operating activities of continuing operations
|
140,554
|
|
|
218,506
|
|
|
68,419
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisition, net of cash acquired
|
—
|
|
|
(155,210
|
)
|
|
—
|
|
|||
Additions to computer software and intangible assets
|
(32,010
|
)
|
|
(29,131
|
)
|
|
(11,334
|
)
|
|||
Additions to property and equipment
|
(28,119
|
)
|
|
(9,832
|
)
|
|
(24,981
|
)
|
|||
Proceeds from sale of property and equipment
|
3,051
|
|
|
3,298
|
|
|
2,430
|
|
|||
Cash used for investing activities of continuing operations
|
(57,078
|
)
|
|
(190,875
|
)
|
|
(33,885
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Cash dividends paid
|
(60,731
|
)
|
|
(55,681
|
)
|
|
(50,909
|
)
|
|||
Repurchases of common stock
|
(18,876
|
)
|
|
(15,000
|
)
|
|
(16,124
|
)
|
|||
Financing costs paid
|
—
|
|
|
(1,303
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
5,352
|
|
|
4,986
|
|
|
9,179
|
|
|||
Excess tax benefits related to share-based compensation
|
898
|
|
|
1,293
|
|
|
2,154
|
|
|||
Proceeds from termination of interest rate swaps
|
—
|
|
|
—
|
|
|
4,005
|
|
|||
Other, net
|
(8,623
|
)
|
|
(2,710
|
)
|
|
(5,836
|
)
|
|||
Cash used for financing activities of continuing operations
|
(81,980
|
)
|
|
(68,415
|
)
|
|
(57,531
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Operating cash flows
|
—
|
|
|
—
|
|
|
(278
|
)
|
|||
Net cash used for discontinued operations
|
—
|
|
|
—
|
|
|
(278
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
2,521
|
|
|
2,734
|
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
4,017
|
|
|
(38,050
|
)
|
|
(23,275
|
)
|
|||
Cash and cash equivalents at beginning of year
|
97,888
|
|
|
135,938
|
|
|
159,213
|
|
|||
Cash and cash equivalents at end of year
|
$
|
101,905
|
|
|
$
|
97,888
|
|
|
$
|
135,938
|
|
|
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
|
|||||||||||||
Balance, December 31, 2010
|
63,433
|
|
|
$
|
126,867
|
|
|
$
|
165,447
|
|
|
$
|
570,320
|
|
|
$
|
(5,116
|
)
|
|
$
|
—
|
|
|
$
|
857,518
|
|
Net income
|
|
|
|
|
|
|
115,198
|
|
|
|
|
|
|
115,198
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
(2,378
|
)
|
|
|
|
(2,378
|
)
|
|||||||||||
Non-cash contribution from noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
1,130
|
|
|
1,130
|
|
|||||||||||
Dividends declared ($0.80 per share)
|
|
|
|
|
|
|
(50,813
|
)
|
|
|
|
|
|
(50,813
|
)
|
|||||||||||
Shares repurchased and retired
|
(524
|
)
|
|
(1,048
|
)
|
|
|
|
(15,076
|
)
|
|
|
|
|
|
(16,124
|
)
|
|||||||||
Share-based compensation expense, exercises and other
|
540
|
|
|
1,081
|
|
|
13,605
|
|
|
|
|
|
|
|
|
14,686
|
|
|||||||||
Balance, December 31, 2011
|
63,449
|
|
|
126,900
|
|
|
179,052
|
|
|
619,629
|
|
|
(7,494
|
)
|
|
1,130
|
|
|
919,217
|
|
||||||
Net income
|
|
|
|
|
|
|
109,003
|
|
|
|
|
|
|
109,003
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
7,088
|
|
|
|
|
7,088
|
|
|||||||||||
Dividends declared ($0.88 per share)
|
|
|
|
|
|
|
(55,681
|
)
|
|
|
|
|
|
(55,681
|
)
|
|||||||||||
Shares repurchased and retired
|
(522
|
)
|
|
(1,043
|
)
|
|
|
|
(13,957
|
)
|
|
|
|
|
|
(15,000
|
)
|
|||||||||
Share-based compensation expense, exercises and other
|
344
|
|
|
687
|
|
|
8,342
|
|
|
|
|
|
|
|
|
9,029
|
|
|||||||||
Balance, December 31, 2012
|
63,271
|
|
|
126,544
|
|
|
187,394
|
|
|
658,994
|
|
|
(406
|
)
|
|
1,130
|
|
|
973,656
|
|
||||||
Net income
|
|
|
|
|
|
|
110,882
|
|
|
|
|
|
|
110,882
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
9,974
|
|
|
|
|
9,974
|
|
|||||||||||
Dividends declared ($0.96 per share)
|
|
|
|
|
|
|
(60,573
|
)
|
|
|
|
|
|
(60,573
|
)
|
|||||||||||
Shares repurchased and retired
|
(560
|
)
|
|
(1,120
|
)
|
|
|
|
(17,756
|
)
|
|
|
|
|
|
(18,876
|
)
|
|||||||||
Share-based compensation expense, exercises and other
|
385
|
|
|
769
|
|
|
9,211
|
|
|
|
|
|
|
|
|
9,980
|
|
|||||||||
Balance, December 31, 2013
|
63,096
|
|
|
$
|
126,193
|
|
|
$
|
196,605
|
|
|
$
|
691,547
|
|
|
$
|
9,568
|
|
|
$
|
1,130
|
|
|
$
|
1,025,043
|
|
|
Preliminary Fair
Value Estimated as of Acquisition Date(1) |
|
Measurement Period Adjustments Recorded in 2013
|
|
Fair Value as of Acquisition Date
|
||||||
Assets acquired:
|
|
|
|
|
|
||||||
Current assets
|
$
|
211,052
|
|
|
$
|
295
|
|
|
$
|
211,347
|
|
Property and equipment
|
90,729
|
|
|
(2,385
|
)
|
|
88,344
|
|
|||
Goodwill
|
25,042
|
|
|
387
|
|
|
25,429
|
|
|||
Intangible assets
|
21,543
|
|
|
1,335
|
|
|
22,878
|
|
|||
Other noncurrent assets
|
11,664
|
|
|
512
|
|
|
12,176
|
|
|||
Total assets
|
360,030
|
|
|
144
|
|
|
360,174
|
|
|||
Liabilities assumed:
|
|
|
|
|
|
||||||
Current liabilities
|
190,485
|
|
|
414
|
|
|
190,899
|
|
|||
Noncurrent liabilities
|
12,237
|
|
|
(270
|
)
|
|
11,967
|
|
|||
Total liabilities
|
202,722
|
|
|
144
|
|
|
202,866
|
|
|||
Fair value of net assets acquired, net of cash
|
$
|
157,308
|
|
|
$
|
—
|
|
|
$
|
157,308
|
|
(1)
|
As previously reported in our 2012 Form 10-K.
|
December 31,
|
2013
|
|
2012
|
||||
Warehouse equipment
|
$
|
160,379
|
|
|
$
|
148,037
|
|
Computer equipment
|
31,784
|
|
|
36,007
|
|
||
Building and improvements
|
50,225
|
|
|
52,881
|
|
||
Leasehold improvements
|
49,879
|
|
|
43,378
|
|
||
Land and improvements
|
17,489
|
|
|
16,269
|
|
||
Furniture and fixtures
|
11,491
|
|
|
11,132
|
|
||
Office equipment and other
|
8,240
|
|
|
6,010
|
|
||
|
329,487
|
|
|
313,714
|
|
||
Accumulated depreciation and amortization
|
(137,526
|
)
|
|
(121,873
|
)
|
||
Property and equipment, net
|
$
|
191,961
|
|
|
$
|
191,841
|
|
|
Domestic Segment
|
|
International Segment
|
|
Consolidated Total
|
||||||
Carrying amount of goodwill, December 31, 2012
|
$
|
248,498
|
|
|
$
|
26,386
|
|
|
$
|
274,884
|
|
Currency translation adjustments
|
—
|
|
|
168
|
|
|
168
|
|
|||
Fair value adjustments (See Note 3)
|
—
|
|
|
387
|
|
|
387
|
|
|||
Carrying amount of goodwill, December 31, 2013
|
$
|
248,498
|
|
|
$
|
26,941
|
|
|
$
|
275,439
|
|
|
2013
|
|
2012
|
||||||||||||
|
Customer
Relationships |
|
Other
Intangibles |
|
Customer
Relationships |
|
Other
Intangibles |
||||||||
Gross intangible assets
|
$
|
51,544
|
|
|
$
|
3,933
|
|
|
$
|
51,603
|
|
|
$
|
2,848
|
|
Accumulated amortization
|
(14,281
|
)
|
|
(790
|
)
|
|
(11,717
|
)
|
|
(421
|
)
|
||||
Net intangible assets
|
$
|
37,263
|
|
|
$
|
3,143
|
|
|
$
|
39,886
|
|
|
$
|
2,427
|
|
Weighted average useful life
|
13 years
|
|
|
6 years
|
|
|
13 years
|
|
|
6 years
|
|
|
Lease
obligations |
|
Severance and
Other |
|
Total
|
||||||
Accrued exit and realignment charges, January 1, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision for exit and realignment activities
|
8,362
|
|
|
3,002
|
|
|
11,364
|
|
|||
Cash payments, net of sublease income
|
(98
|
)
|
|
(1,171
|
)
|
|
(1,269
|
)
|
|||
Accrued exit and realignment charges, December 31, 2011
|
8,264
|
|
|
1,831
|
|
|
10,095
|
|
|||
Provision for exit and realignment activities
|
95
|
|
|
1,088
|
|
|
1,183
|
|
|||
Change in estimate
|
(2,183
|
)
|
|
—
|
|
|
(2,183
|
)
|
|||
Interest accretion
|
267
|
|
|
—
|
|
|
267
|
|
|||
Cash payments, net of sublease income
|
(1,345
|
)
|
|
(1,803
|
)
|
|
(3,148
|
)
|
|||
Accrued exit and realignment charges, December 31, 2012
|
5,098
|
|
|
1,116
|
|
|
6,214
|
|
|||
Provision for exit and realignment activities
|
2,932
|
|
|
128
|
|
|
3,060
|
|
|||
Cash payments, net of sublease income
|
(5,596
|
)
|
|
(769
|
)
|
|
(6,365
|
)
|
|||
Accrued exit and realignment charges, December 31, 2013
|
$
|
2,434
|
|
|
$
|
475
|
|
|
$
|
2,909
|
|
|
2013
|
|
2012
|
||||||||||||
December 31,
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
6.35% Senior Notes, $ 200 million par value, maturing April 2016
|
$
|
204,028
|
|
|
$
|
218,750
|
|
|
$
|
205,754
|
|
|
$
|
219,500
|
|
Capital leases
|
12,215
|
|
|
12,215
|
|
|
11,837
|
|
|
11,837
|
|
||||
Total debt
|
216,243
|
|
|
230,965
|
|
|
217,591
|
|
|
231,337
|
|
||||
Less current maturities
|
(2,428
|
)
|
|
(2,428
|
)
|
|
(2,208
|
)
|
|
(2,208
|
)
|
||||
Long-term debt
|
$
|
213,815
|
|
|
$
|
228,537
|
|
|
$
|
215,383
|
|
|
$
|
229,129
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
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
|
720
|
|
|
$
|
30.14
|
|
|
826
|
|
|
$
|
27.97
|
|
|
1,027
|
|
|
$
|
27.61
|
|
Granted
|
339
|
|
|
31.65
|
|
|
298
|
|
|
29.86
|
|
|
318
|
|
|
31.45
|
|
|||
Vested
|
(206
|
)
|
|
30.22
|
|
|
(300
|
)
|
|
23.69
|
|
|
(369
|
)
|
|
26.17
|
|
|||
Forfeited
|
(115
|
)
|
|
30.51
|
|
|
(104
|
)
|
|
30.35
|
|
|
(150
|
)
|
|
28.43
|
|
|||
Nonvested awards at end of year
|
738
|
|
|
30.81
|
|
|
720
|
|
|
30.14
|
|
|
826
|
|
|
27.97
|
|
|
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, 2010
|
993
|
|
|
$
|
21.30
|
|
|
|
|
|
||
Exercised
|
(432
|
)
|
|
20.74
|
|
|
|
|
|
|||
Forfeited
|
(5
|
)
|
|
23.50
|
|
|
|
|
|
|||
Options outstanding at December 31, 2011
|
556
|
|
|
21.72
|
|
|
|
|
|
|||
Exercised
|
(237
|
)
|
|
21.04
|
|
|
|
|
|
|||
Forfeited
|
(7
|
)
|
|
21.07
|
|
|
|
|
|
|||
Options outstanding at December 31, 2012
|
312
|
|
|
22.25
|
|
|
|
|
|
|||
Exercised
|
(244
|
)
|
|
21.97
|
|
|
|
|
|
|||
Forfeited
|
(4
|
)
|
|
21.72
|
|
|
|
|
|
|||
Options outstanding at December 31, 2013
|
64
|
|
|
23.33
|
|
|
0.7
|
|
$
|
0.8
|
|
|
Number of
Options (000’s) |
|
Weighted
Average Exercise Price (per share) |
|
Weighted
Average Remaining Contractual Life (years) |
|||
Range of Exercise Prices (per share)
|
|
|
|
|
|
|||
$17.01—22.00
|
15
|
|
|
$
|
20.49
|
|
|
1.8
|
$22.01—27.00
|
49
|
|
|
24.21
|
|
|
0.4
|
|
Options outstanding at December 31, 2013
|
64
|
|
|
23.33
|
|
|
0.7
|
December 31,
|
2013
|
|
2012
|
||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
46,759
|
|
|
$
|
41,170
|
|
Service cost
|
—
|
|
|
130
|
|
||
Interest cost
|
1,608
|
|
|
1,616
|
|
||
Actuarial (gain) loss
|
(4,700
|
)
|
|
6,125
|
|
||
Benefits paid
|
(1,656
|
)
|
|
(1,644
|
)
|
||
Curtailment gain
|
—
|
|
|
(638
|
)
|
||
Benefit obligation, end of year
|
$
|
42,011
|
|
|
$
|
46,759
|
|
Change in plan assets
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contribution
|
1,656
|
|
|
1,644
|
|
||
Benefits paid
|
(1,656
|
)
|
|
(1,644
|
)
|
||
Fair value of plan assets, end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(42,011
|
)
|
|
$
|
(46,759
|
)
|
Amounts recognized in the consolidated balance sheets
|
|
|
|
||||
Other current liabilities
|
$
|
(1,831
|
)
|
|
$
|
(1,643
|
)
|
Other liabilities
|
(40,178
|
)
|
|
(45,115
|
)
|
||
Accumulated other comprehensive loss
|
10,849
|
|
|
16,915
|
|
||
Net amount recognized
|
$
|
(31,160
|
)
|
|
$
|
(29,843
|
)
|
Accumulated benefit obligation
|
$
|
42,011
|
|
|
$
|
46,759
|
|
Weighted average assumptions used to determine benefit obligation
|
|
|
|
||||
Discount rate
|
4.50
|
%
|
|
3.50
|
%
|
||
Rate of increase in compensation levels
|
N/A
|
|
|
N/A
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
1,302
|
|
Interest cost
|
1,608
|
|
|
1,616
|
|
|
1,805
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
293
|
|
|||
Recognized net actuarial loss
|
1,366
|
|
|
971
|
|
|
582
|
|
|||
Curtailment loss
|
—
|
|
|
234
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
2,974
|
|
|
$
|
2,951
|
|
|
$
|
3,982
|
|
Weighted average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
||||||
Discount rate
|
3.50
|
%
|
|
4.00
|
%
|
|
5.20
|
%
|
|||
Rate of increase in future compensation levels
|
N/A
|
|
|
3.00
|
%
|
|
3.00
|
%
|
Year ended December 31,
|
2013
|
|
2012
|
||||
Net actuarial loss
|
$
|
(10,848
|
)
|
|
$
|
(16,915
|
)
|
Prior service cost
|
—
|
|
|
—
|
|
||
Deferred tax benefit
|
4,231
|
|
|
6,597
|
|
||
Amounts included in accumulated other comprehensive income (loss), net of tax
|
$
|
(6,617
|
)
|
|
$
|
(10,318
|
)
|
Year
|
|
||
2014
|
$
|
1,872
|
|
2015
|
1,987
|
|
|
2016
|
2,097
|
|
|
2017
|
2,193
|
|
|
2018
|
2,295
|
|
|
2019-2023
|
13,308
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
192,239
|
|
|
$
|
192,978
|
|
|
$
|
189,833
|
|
Foreign
|
(7,254
|
)
|
|
(9,622
|
)
|
|
—
|
|
|||
Income before income taxes
|
$
|
184,985
|
|
|
$
|
183,356
|
|
|
$
|
189,833
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
58,487
|
|
|
$
|
62,859
|
|
|
$
|
50,780
|
|
State
|
10,455
|
|
|
10,537
|
|
|
9,335
|
|
|||
Foreign
|
1,448
|
|
|
(103
|
)
|
|
—
|
|
|||
Total current tax provision
|
70,390
|
|
|
73,293
|
|
|
60,115
|
|
|||
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
5,455
|
|
|
2,529
|
|
|
12,983
|
|
|||
State
|
394
|
|
|
438
|
|
|
1,537
|
|
|||
Foreign
|
(2,136
|
)
|
|
(1,907
|
)
|
|
—
|
|
|||
Total deferred tax provision
|
3,713
|
|
|
1,060
|
|
|
14,520
|
|
|||
Total income tax provision
|
$
|
74,103
|
|
|
$
|
74,353
|
|
|
$
|
74,635
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increases in the rate resulting from:
|
|
|
|
|
|
|||
State income taxes, net of federal income tax impact
|
3.9
|
%
|
|
3.9
|
%
|
|
3.7
|
%
|
Foreign income taxes
|
0.4
|
%
|
|
0.7
|
%
|
|
—
|
%
|
Other
|
0.8
|
%
|
|
1.0
|
%
|
|
0.6
|
%
|
Effective income tax rate
|
40.1
|
%
|
|
40.6
|
%
|
|
39.3
|
%
|
December 31,
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
28,995
|
|
|
$
|
30,138
|
|
Accrued liabilities not currently deductible
|
13,591
|
|
|
17,610
|
|
||
Finance charges
|
6,316
|
|
|
7,042
|
|
||
Intangible assets
|
2,171
|
|
|
2,749
|
|
||
Property and equipment
|
1,507
|
|
|
1,593
|
|
||
Allowance for losses on accounts and notes receivable
|
3,922
|
|
|
3,885
|
|
||
Net operating loss carryforwards
|
8,643
|
|
|
5,540
|
|
||
Other
|
2,083
|
|
|
1,901
|
|
||
Total deferred tax assets
|
67,228
|
|
|
70,458
|
|
||
Less: valuation allowances
|
(5,250
|
)
|
|
(3,683
|
)
|
||
Net deferred tax assets
|
61,978
|
|
|
66,775
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Merchandise inventories
|
69,994
|
|
|
70,916
|
|
||
Goodwill
|
33,455
|
|
|
31,020
|
|
||
Property and equipment
|
18,026
|
|
|
18,110
|
|
||
Computer software
|
11,400
|
|
|
10,576
|
|
||
Insurance
|
1,070
|
|
|
1,030
|
|
||
Intangible assets
|
4,523
|
|
|
5,266
|
|
||
Employee benefit plans
|
103
|
|
|
188
|
|
||
Other
|
585
|
|
|
1,309
|
|
||
Total deferred tax liabilities
|
139,156
|
|
|
138,415
|
|
||
Net deferred tax liability
|
$
|
(77,178
|
)
|
|
$
|
(71,640
|
)
|
|
2013
|
|
2012
|
||||
Unrecognized tax benefits at January 1,
|
$
|
12,303
|
|
|
$
|
13,152
|
|
Increases for positions taken during current period
|
758
|
|
|
574
|
|
||
Increases for positions taken during prior periods
|
333
|
|
|
191
|
|
||
Decreases for positions taken during prior periods
|
(4,939
|
)
|
|
(432
|
)
|
||
Lapse of statute of limitations
|
(3,580
|
)
|
|
(1,182
|
)
|
||
Settlements with taxing authorities
|
(227
|
)
|
|
—
|
|
||
Unrecognized tax benefits at December 31,
|
$
|
4,648
|
|
|
$
|
12,303
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
110,882
|
|
|
$
|
109,003
|
|
|
$
|
115,198
|
|
Less: income allocated to unvested restricted shares
|
(738
|
)
|
|
(749
|
)
|
|
(1,059
|
)
|
|||
Net income attributable to common shareholders—basic
|
110,144
|
|
|
108,254
|
|
|
114,139
|
|
|||
Add: undistributed income attributable to unvested restricted shares—basic
|
257
|
|
|
292
|
|
|
480
|
|
|||
Less: undistributed income attributable to unvested restricted shares—diluted
|
(257
|
)
|
|
(292
|
)
|
|
(479
|
)
|
|||
Net income attributable to common shareholders—diluted
|
$
|
110,144
|
|
|
$
|
108,254
|
|
|
$
|
114,140
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding—basic
|
62,625
|
|
|
62,765
|
|
|
62,756
|
|
|||
Dilutive shares—stock options
|
36
|
|
|
79
|
|
|
168
|
|
|||
Weighted average shares outstanding—diluted
|
62,661
|
|
|
62,844
|
|
|
62,924
|
|
|||
Net income attributable to common shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.82
|
|
Diluted
|
$
|
1.76
|
|
|
$
|
1.72
|
|
|
$
|
1.81
|
|
|
Retirement Plans
|
|
Currency Translation Adjustments
|
|
Other
|
|
Total
|
||||||||
Accumulated other comprehensive income (loss), December 31, 2012
|
$
|
(10,318
|
)
|
|
$
|
9,749
|
|
|
$
|
163
|
|
|
$
|
(406
|
)
|
Other comprehensive income (loss) before reclassifications
|
4,902
|
|
|
6,254
|
|
|
—
|
|
|
11,156
|
|
||||
Income tax
|
(1,897
|
)
|
|
(111
|
)
|
|
—
|
|
|
(2,008
|
)
|
||||
Other comprehensive income before reclassifications, net of tax
|
3,005
|
|
|
6,143
|
|
|
—
|
|
|
9,148
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
1,366
|
|
|
—
|
|
|
(40
|
)
|
|
1,326
|
|
||||
Income tax
|
(532
|
)
|
|
—
|
|
|
32
|
|
|
(500
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
834
|
|
|
—
|
|
|
(8
|
)
|
|
826
|
|
||||
Other comprehensive income (loss)
|
3,839
|
|
|
6,143
|
|
|
(8
|
)
|
|
9,974
|
|
||||
Accumulated other comprehensive income (loss), December 31, 2013
|
$
|
(6,479
|
)
|
|
$
|
15,892
|
|
|
$
|
155
|
|
|
$
|
9,568
|
|
|
Retirement Plans
|
|
Currency Translation Adjustments
|
|
Other
|
|
Total
|
||||||||
Accumulated other comprehensive income (loss), December 31, 2011
|
$
|
(7,707
|
)
|
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
(7,494
|
)
|
Other comprehensive income (loss) before reclassifications
|
(5,487
|
)
|
|
9,959
|
|
|
—
|
|
|
4,472
|
|
||||
Income tax
|
2,141
|
|
|
(210
|
)
|
|
—
|
|
|
1,931
|
|
||||
Other comprehensive income (loss) before reclassifications, net of tax
|
(3,346
|
)
|
|
9,749
|
|
|
—
|
|
|
6,403
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
1,205
|
|
|
—
|
|
|
(82
|
)
|
|
1,123
|
|
||||
Income tax
|
(470
|
)
|
|
—
|
|
|
32
|
|
|
(438
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
735
|
|
|
—
|
|
|
(50
|
)
|
|
685
|
|
||||
Other comprehensive income (loss)
|
(2,611
|
)
|
|
9,749
|
|
|
(50
|
)
|
|
7,088
|
|
||||
Accumulated other comprehensive income (loss), December 31, 2012
|
$
|
(10,318
|
)
|
|
$
|
9,749
|
|
|
$
|
163
|
|
|
$
|
(406
|
)
|
|
Retirement Plans
|
|
Currency Translation Adjustments
|
|
Other
|
|
Total
|
||||||||
Accumulated other comprehensive income (loss), December 31, 2010
|
$
|
(5,379
|
)
|
|
$
|
—
|
|
|
$
|
263
|
|
|
$
|
(5,116
|
)
|
Other comprehensive income (loss) before reclassifications
|
(4,690
|
)
|
|
—
|
|
|
|
|
(4,690
|
)
|
|||||
Income tax
|
1,829
|
|
|
—
|
|
|
—
|
|
|
1,829
|
|
||||
Other comprehensive income (loss) before reclassifications, net of tax
|
(2,861
|
)
|
|
—
|
|
|
—
|
|
|
(2,861
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
874
|
|
|
—
|
|
|
(82
|
)
|
|
792
|
|
||||
Income tax
|
(341
|
)
|
|
—
|
|
|
32
|
|
|
(309
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
533
|
|
|
—
|
|
|
(50
|
)
|
|
483
|
|
||||
Other comprehensive income (loss)
|
(2,328
|
)
|
|
—
|
|
|
(50
|
)
|
|
(2,378
|
)
|
||||
Accumulated other comprehensive income (loss), December 31, 2011
|
$
|
(7,707
|
)
|
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
(7,494
|
)
|
|
Total
|
||
2014
|
$
|
60,056
|
|
2015
|
51,691
|
|
|
2016
|
43,564
|
|
|
2017
|
34,604
|
|
|
2018
|
30,557
|
|
|
Thereafter
|
76,075
|
|
|
Total minimum payments
|
$
|
296,547
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Domestic
|
$
|
8,688,018
|
|
|
$
|
8,731,484
|
|
|
$
|
8,627,912
|
|
International
|
383,514
|
|
|
136,840
|
|
|
—
|
|
|||
Consolidated net revenue
|
$
|
9,071,532
|
|
|
$
|
8,868,324
|
|
|
$
|
8,627,912
|
|
Operating earnings (loss):
|
|
|
|
|
|
||||||
Domestic
|
$
|
211,932
|
|
|
$
|
212,335
|
|
|
$
|
216,683
|
|
International
|
(1,405
|
)
|
|
(5,418
|
)
|
|
—
|
|
|||
Acquisition-related and exit and realignment charges
|
(12,444
|
)
|
|
(10,164
|
)
|
|
(13,168
|
)
|
|||
Consolidated operating earnings
|
$
|
198,083
|
|
|
$
|
196,753
|
|
|
$
|
203,515
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Domestic
|
$
|
35,808
|
|
|
$
|
35,016
|
|
|
$
|
34,135
|
|
International
|
14,778
|
|
|
4,588
|
|
|
—
|
|
|||
Consolidated depreciation and amortization
|
$
|
50,586
|
|
|
$
|
39,604
|
|
|
$
|
34,135
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Domestic
|
$
|
42,802
|
|
|
$
|
34,450
|
|
|
$
|
36,315
|
|
International
|
17,327
|
|
|
4,513
|
|
|
—
|
|
|||
Consolidated capital expenditures
|
$
|
60,129
|
|
|
$
|
38,963
|
|
|
$
|
36,315
|
|
December 31,
|
2013
|
|
2012
|
|
|
||||
Total assets:
|
|
|
|
|
|
||||
Domestic
|
$
|
1,747,572
|
|
|
$
|
1,730,396
|
|
|
|
International
|
474,565
|
|
|
386,114
|
|
|
|
||
Segment assets
|
2,222,137
|
|
|
2,116,510
|
|
|
|
||
Cash and cash equivalents
|
101,905
|
|
|
97,888
|
|
|
|
||
Consolidated total assets
|
$
|
2,324,042
|
|
|
$
|
2,214,398
|
|
|
|
Year ended December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
8,688,018
|
|
|
$
|
8,731,484
|
|
|
$
|
8,627,912
|
|
United Kingdom
|
211,296
|
|
|
86,332
|
|
|
—
|
|
|||
France
|
52,725
|
|
|
14,338
|
|
|
—
|
|
|||
Germany
|
42,807
|
|
|
13,670
|
|
|
—
|
|
|||
Other European countries
|
76,686
|
|
|
22,500
|
|
|
—
|
|
|||
Consolidated net revenue
|
$
|
9,071,532
|
|
|
$
|
8,868,324
|
|
|
$
|
8,627,912
|
|
December 31,
|
2013
|
|
2012
|
|
2011
|
||||||
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
170,010
|
|
|
$
|
162,333
|
|
|
$
|
159,939
|
|
Germany
|
60,068
|
|
|
54,826
|
|
|
—
|
|
|||
United Kingdom
|
42,619
|
|
|
40,609
|
|
|
—
|
|
|||
France
|
7,090
|
|
|
7,960
|
|
|
—
|
|
|||
Other European countries
|
27,025
|
|
|
28,159
|
|
|
—
|
|
|||
Consolidated long-lived assets
|
$
|
306,812
|
|
|
$
|
293,887
|
|
|
$
|
159,939
|
|
Year ended December 31, 2013
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
8,687,131
|
|
|
$
|
435,035
|
|
|
$
|
(50,634
|
)
|
|
$
|
9,071,532
|
|
Cost of goods sold
|
—
|
|
|
7,826,768
|
|
|
177,541
|
|
|
(49,852
|
)
|
|
7,954,457
|
|
|||||
Gross margin
|
—
|
|
|
860,363
|
|
|
257,494
|
|
|
(782
|
)
|
|
1,117,075
|
|
|||||
Selling, general and administrative expenses
|
2,559
|
|
|
613,394
|
|
|
247,703
|
|
|
—
|
|
|
863,656
|
|
|||||
Acquisition-related and exit and realignment charges
|
—
|
|
|
8,130
|
|
|
4,314
|
|
|
—
|
|
|
12,444
|
|
|||||
Depreciation and amortization
|
14
|
|
|
35,712
|
|
|
14,860
|
|
|
—
|
|
|
50,586
|
|
|||||
Other operating (income) expense, net
|
—
|
|
|
(4,290
|
)
|
|
(3,404
|
)
|
|
—
|
|
|
(7,694
|
)
|
|||||
Operating (loss) earnings
|
(2,573
|
)
|
|
207,417
|
|
|
(5,979
|
)
|
|
(782
|
)
|
|
198,083
|
|
|||||
Interest expense (income), net
|
11,103
|
|
|
2,550
|
|
|
(555
|
)
|
|
—
|
|
|
13,098
|
|
|||||
(Loss) income before income taxes
|
(13,676
|
)
|
|
204,867
|
|
|
(5,424
|
)
|
|
(782
|
)
|
|
184,985
|
|
|||||
Income tax (benefit) provision
|
(5,474
|
)
|
|
81,011
|
|
|
(1,434
|
)
|
|
—
|
|
|
74,103
|
|
|||||
Equity in earnings of subsidiaries
|
119,084
|
|
|
—
|
|
|
—
|
|
|
(119,084
|
)
|
|
—
|
|
|||||
Net income (loss)
|
110,882
|
|
|
123,856
|
|
|
(3,990
|
)
|
|
(119,866
|
)
|
|
110,882
|
|
|||||
Other comprehensive income (loss), net of tax
|
9,974
|
|
|
3,838
|
|
|
6,143
|
|
|
(9,981
|
)
|
|
9,974
|
|
|||||
Comprehensive income (loss)
|
$
|
120,856
|
|
|
$
|
127,694
|
|
|
$
|
2,153
|
|
|
$
|
(129,847
|
)
|
|
$
|
120,856
|
|
Year ended December 31, 2012
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
8,731,484
|
|
|
$
|
165,188
|
|
|
$
|
(28,348
|
)
|
|
$
|
8,868,324
|
|
Cost of goods sold
|
—
|
|
|
7,885,030
|
|
|
86,307
|
|
|
(27,667
|
)
|
|
7,943,670
|
|
|||||
Gross margin
|
—
|
|
|
846,454
|
|
|
78,881
|
|
|
(681
|
)
|
|
924,654
|
|
|||||
Selling, general and administrative expenses
|
1,573
|
|
|
599,046
|
|
|
81,976
|
|
|
—
|
|
|
682,595
|
|
|||||
Acquisition-related and exit and realignment charges
|
—
|
|
|
(366
|
)
|
|
10,530
|
|
|
—
|
|
|
10,164
|
|
|||||
Depreciation and amortization
|
1
|
|
|
34,944
|
|
|
4,659
|
|
|
—
|
|
|
39,604
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
(3,015
|
)
|
|
(1,447
|
)
|
|
—
|
|
|
(4,462
|
)
|
|||||
Operating (loss) earnings
|
(1,574
|
)
|
|
215,845
|
|
|
(16,837
|
)
|
|
(681
|
)
|
|
196,753
|
|
|||||
Interest expense, net
|
16,677
|
|
|
(3,588
|
)
|
|
308
|
|
|
—
|
|
|
13,397
|
|
|||||
Income (loss) before income taxes
|
(18,251
|
)
|
|
219,433
|
|
|
(17,145
|
)
|
|
(681
|
)
|
|
183,356
|
|
|||||
Income tax (benefit) provision
|
(7,121
|
)
|
|
85,157
|
|
|
(3,683
|
)
|
|
—
|
|
|
74,353
|
|
|||||
Equity in earnings of subsidiaries
|
120,133
|
|
|
—
|
|
|
—
|
|
|
(120,133
|
)
|
|
—
|
|
|||||
Net income (loss)
|
109,003
|
|
|
134,276
|
|
|
(13,462
|
)
|
|
(120,814
|
)
|
|
109,003
|
|
|||||
Other comprehensive loss, net of tax
|
7,088
|
|
|
(2,611
|
)
|
|
9,749
|
|
|
(7,138
|
)
|
|
7,088
|
|
|||||
Comprehensive income (loss)
|
$
|
116,091
|
|
|
$
|
131,665
|
|
|
$
|
(3,713
|
)
|
|
$
|
(127,952
|
)
|
|
$
|
116,091
|
|
Year ended December 31, 2011
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
8,627,786
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
8,627,912
|
|
Cost of goods sold
|
—
|
|
|
7,770,359
|
|
|
16
|
|
|
—
|
|
|
7,770,375
|
|
|||||
Gross margin
|
—
|
|
|
857,427
|
|
|
110
|
|
|
—
|
|
|
857,537
|
|
|||||
Selling, general and administrative expenses
|
1,123
|
|
|
608,905
|
|
|
629
|
|
|
—
|
|
|
610,657
|
|
|||||
Acquisition-related and exit and realignment charges
|
—
|
|
|
13,168
|
|
|
—
|
|
|
—
|
|
|
13,168
|
|
|||||
Depreciation and amortization
|
—
|
|
|
34,135
|
|
|
—
|
|
|
—
|
|
|
34,135
|
|
|||||
Other operating (income) expense, net
|
677
|
|
|
(4,511
|
)
|
|
(104
|
)
|
|
—
|
|
|
(3,938
|
)
|
|||||
Operating (loss) earnings
|
(1,800
|
)
|
|
205,730
|
|
|
(415
|
)
|
|
—
|
|
|
203,515
|
|
|||||
Interest expense, net
|
9,749
|
|
|
3,855
|
|
|
78
|
|
|
—
|
|
|
13,682
|
|
|||||
Income (loss) before income taxes
|
(11,549
|
)
|
|
201,875
|
|
|
(493
|
)
|
|
—
|
|
|
189,833
|
|
|||||
Income tax (benefit) provision
|
(4,538
|
)
|
|
79,320
|
|
|
(147
|
)
|
|
—
|
|
|
74,635
|
|
|||||
Equity in earnings of subsidiaries
|
122,209
|
|
|
—
|
|
|
—
|
|
|
(122,209
|
)
|
|
—
|
|
|||||
Net income (loss)
|
115,198
|
|
|
122,555
|
|
|
(346
|
)
|
|
(122,209
|
)
|
|
115,198
|
|
|||||
Other comprehensive income, net of tax
|
(2,378
|
)
|
|
(2,328
|
)
|
|
—
|
|
|
2,328
|
|
|
(2,378
|
)
|
|||||
Comprehensive income (loss)
|
$
|
112,820
|
|
|
$
|
120,227
|
|
|
$
|
(346
|
)
|
|
$
|
(119,881
|
)
|
|
$
|
112,820
|
|
December 31, 2013
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Balance Sheets
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
74,391
|
|
|
$
|
2,012
|
|
|
$
|
25,502
|
|
|
$
|
—
|
|
|
$
|
101,905
|
|
Accounts and notes receivable, net
|
—
|
|
|
496,310
|
|
|
79,722
|
|
|
(3,178
|
)
|
|
572,854
|
|
|||||
Merchandise inventories
|
—
|
|
|
750,999
|
|
|
22,128
|
|
|
(1,464
|
)
|
|
771,663
|
|
|||||
Other current assets
|
201
|
|
|
72,049
|
|
|
207,058
|
|
|
202
|
|
|
279,510
|
|
|||||
Total current assets
|
74,592
|
|
|
1,321,370
|
|
|
334,410
|
|
|
(4,440
|
)
|
|
1,725,932
|
|
|||||
Property and equipment, net
|
2
|
|
|
96,500
|
|
|
95,459
|
|
|
—
|
|
|
191,961
|
|
|||||
Goodwill, net
|
—
|
|
|
247,271
|
|
|
28,168
|
|
|
—
|
|
|
275,439
|
|
|||||
Intangible assets, net
|
—
|
|
|
17,881
|
|
|
22,525
|
|
|
—
|
|
|
40,406
|
|
|||||
Due from O&M and subsidiaries
|
—
|
|
|
377,786
|
|
|
—
|
|
|
(377,786
|
)
|
|
—
|
|
|||||
Advances to and investments in consolidated subsidiaries
|
1,533,294
|
|
|
—
|
|
|
—
|
|
|
(1,533,294
|
)
|
|
—
|
|
|||||
Other assets, net
|
408
|
|
|
63,848
|
|
|
26,048
|
|
|
—
|
|
|
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
|
$
|
—
|
|
|
$
|
595,865
|
|
|
$
|
51,185
|
|
|
$
|
(3,178
|
)
|
|
$
|
643,872
|
|
Accrued payroll and related liabilities
|
—
|
|
|
12,792
|
|
|
10,504
|
|
|
—
|
|
|
23,296
|
|
|||||
Deferred income taxes
|
—
|
|
|
41,464
|
|
|
149
|
|
|
—
|
|
|
41,613
|
|
|||||
Other current liabilities
|
6,811
|
|
|
87,795
|
|
|
185,792
|
|
|
—
|
|
|
280,398
|
|
|||||
Total current liabilities
|
6,811
|
|
|
737,916
|
|
|
247,630
|
|
|
(3,178
|
)
|
|
989,179
|
|
|||||
Long-term debt, excluding current portion
|
204,028
|
|
|
7,228
|
|
|
2,559
|
|
|
—
|
|
|
213,815
|
|
|||||
Due to O&M and subsidiaries
|
373,544
|
|
|
—
|
|
|
2,910
|
|
|
(376,454
|
)
|
|
—
|
|
|||||
Intercompany debt
|
—
|
|
|
138,890
|
|
|
—
|
|
|
(138,890
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
32,173
|
|
|
11,554
|
|
|
—
|
|
|
43,727
|
|
|||||
Other liabilities
|
—
|
|
|
47,816
|
|
|
4,462
|
|
|
—
|
|
|
52,278
|
|
|||||
Total liabilities
|
584,383
|
|
|
964,023
|
|
|
269,115
|
|
|
(518,522
|
)
|
|
1,298,999
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
126,193
|
|
|
—
|
|
|
1,500
|
|
|
(1,500
|
)
|
|
126,193
|
|
|||||
Paid-in capital
|
196,605
|
|
|
242,024
|
|
|
259,864
|
|
|
(501,888
|
)
|
|
196,605
|
|
|||||
Retained earnings (deficit)
|
691,547
|
|
|
925,184
|
|
|
(41,029
|
)
|
|
(884,155
|
)
|
|
691,547
|
|
|||||
Accumulated other comprehensive income (loss)
|
9,568
|
|
|
(6,575
|
)
|
|
16,030
|
|
|
(9,455
|
)
|
|
9,568
|
|
|||||
Total Owens & Minor, Inc. shareholders’ equity
|
1,023,913
|
|
|
1,160,633
|
|
|
236,365
|
|
|
(1,396,998
|
)
|
|
1,023,913
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
1,130
|
|
|
—
|
|
|
1,130
|
|
|||||
Total equity
|
1,023,913
|
|
|
1,160,633
|
|
|
237,495
|
|
|
(1,396,998
|
)
|
|
1,025,043
|
|
|||||
Total liabilities and equity
|
$
|
1,608,296
|
|
|
$
|
2,124,656
|
|
|
$
|
506,610
|
|
|
$
|
(1,915,520
|
)
|
|
$
|
2,324,042
|
|
December 31, 2012
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Balance Sheets
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
58,190
|
|
|
$
|
13,641
|
|
|
$
|
26,057
|
|
|
$
|
—
|
|
|
$
|
97,888
|
|
Accounts and notes receivable, net
|
—
|
|
|
474,533
|
|
|
66,049
|
|
|
(3,247
|
)
|
|
537,335
|
|
|||||
Merchandise inventories
|
—
|
|
|
750,046
|
|
|
14,391
|
|
|
(681
|
)
|
|
763,756
|
|
|||||
Other current assets
|
1,627
|
|
|
76,036
|
|
|
155,109
|
|
|
(1,508
|
)
|
|
231,264
|
|
|||||
Total current assets
|
59,817
|
|
|
1,314,256
|
|
|
261,606
|
|
|
(5,436
|
)
|
|
1,630,243
|
|
|||||
Property and equipment, net
|
16
|
|
|
95,516
|
|
|
96,309
|
|
|
—
|
|
|
191,841
|
|
|||||
Goodwill, net
|
—
|
|
|
247,271
|
|
|
27,613
|
|
|
—
|
|
|
274,884
|
|
|||||
Intangible assets, net
|
—
|
|
|
19,972
|
|
|
22,341
|
|
|
—
|
|
|
42,313
|
|
|||||
Due from O&M and subsidiaries
|
—
|
|
|
236,612
|
|
|
34,248
|
|
|
(270,860
|
)
|
|
—
|
|
|||||
Advances to and investments in consolidated subsidiaries
|
1,434,186
|
|
|
—
|
|
|
—
|
|
|
(1,434,186
|
)
|
|
—
|
|
|||||
Other assets, net
|
6,885
|
|
|
55,781
|
|
|
19,586
|
|
|
(7,135
|
)
|
|
75,117
|
|
|||||
Total assets
|
$
|
1,500,904
|
|
|
$
|
1,969,408
|
|
|
$
|
461,703
|
|
|
$
|
(1,717,617
|
)
|
|
$
|
2,214,398
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
45,300
|
|
|
$
|
518,545
|
|
|
$
|
42,542
|
|
|
$
|
(3,250
|
)
|
|
$
|
603,137
|
|
Accrued payroll and related liabilities
|
—
|
|
|
18,201
|
|
|
7,267
|
|
|
—
|
|
|
25,468
|
|
|||||
Deferred income taxes
|
—
|
|
|
43,110
|
|
|
1,349
|
|
|
(2,352
|
)
|
|
42,107
|
|
|||||
Other current liabilities
|
6,464
|
|
|
92,318
|
|
|
156,142
|
|
|
—
|
|
|
254,924
|
|
|||||
Total current liabilities
|
51,764
|
|
|
672,174
|
|
|
207,300
|
|
|
(5,602
|
)
|
|
925,636
|
|
|||||
Long-term debt, excluding current portion
|
205,754
|
|
|
6,592
|
|
|
3,037
|
|
|
—
|
|
|
215,383
|
|
|||||
Due to O&M and subsidiaries
|
270,860
|
|
|
—
|
|
|
—
|
|
|
(270,860
|
)
|
|
—
|
|
|||||
Intercompany debt
|
—
|
|
|
138,890
|
|
|
—
|
|
|
(138,890
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
30,141
|
|
|
12,417
|
|
|
(6,289
|
)
|
|
36,269
|
|
|||||
Other liabilities
|
—
|
|
|
58,578
|
|
|
4,876
|
|
|
—
|
|
|
63,454
|
|
|||||
Total liabilities
|
528,378
|
|
|
906,375
|
|
|
227,630
|
|
|
(421,641
|
)
|
|
1,240,742
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
126,544
|
|
|
—
|
|
|
1,500
|
|
|
(1,500
|
)
|
|
126,544
|
|
|||||
Paid-in capital
|
187,394
|
|
|
242,024
|
|
|
258,635
|
|
|
(500,659
|
)
|
|
187,394
|
|
|||||
Retained earnings (deficit)
|
658,994
|
|
|
831,327
|
|
|
(36,941
|
)
|
|
(794,386
|
)
|
|
658,994
|
|
|||||
Accumulated other comprehensive income (loss)
|
(406
|
)
|
|
(10,318
|
)
|
|
9,749
|
|
|
569
|
|
|
(406
|
)
|
|||||
Total Owens & Minor, Inc. shareholders’ equity
|
972,526
|
|
|
1,063,033
|
|
|
232,943
|
|
|
(1,295,976
|
)
|
|
972,526
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
1,130
|
|
|
—
|
|
|
1,130
|
|
|||||
Total equity
|
972,526
|
|
|
1,063,033
|
|
|
234,073
|
|
|
(1,295,976
|
)
|
|
973,656
|
|
|||||
Total liabilities and equity
|
$
|
1,500,904
|
|
|
$
|
1,969,408
|
|
|
$
|
461,703
|
|
|
$
|
(1,717,617
|
)
|
|
$
|
2,214,398
|
|
Year ended December 31, 2013
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
$
|
110,882
|
|
|
$
|
123,856
|
|
|
$
|
(3,990
|
)
|
|
$
|
(119,866
|
)
|
|
$
|
110,882
|
|
|
Adjustments to reconcile net income to cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity in earnings of subsidiaries
|
(119,084
|
)
|
|
—
|
|
|
—
|
|
|
119,084
|
|
|
—
|
|
||||||
Depreciation and amortization
|
14
|
|
|
35,712
|
|
|
14,860
|
|
|
—
|
|
|
50,586
|
|
||||||
Share-based compensation expense
|
—
|
|
|
6,381
|
|
|
—
|
|
|
—
|
|
|
6,381
|
|
||||||
Deferred income tax (benefit) expense
|
—
|
|
|
5,821
|
|
|
(2,108
|
)
|
|
—
|
|
|
3,713
|
|
||||||
Provision for losses on accounts and notes receivable
|
—
|
|
|
278
|
|
|
509
|
|
|
—
|
|
|
787
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts and notes receivable
|
—
|
|
|
(22,055
|
)
|
|
(16,522
|
)
|
|
(68
|
)
|
|
(38,645
|
)
|
||||||
Merchandise inventories
|
—
|
|
|
(170
|
)
|
|
(7,676
|
)
|
|
782
|
|
|
(7,064
|
)
|
||||||
Accounts payable
|
(45,300
|
)
|
|
77,320
|
|
|
15,286
|
|
|
68
|
|
|
47,374
|
|
||||||
Net change in other assets and liabilities
|
1,774
|
|
|
(12,068
|
)
|
|
(22,043
|
)
|
|
—
|
|
|
(32,337
|
)
|
||||||
Other, net
|
(1,541
|
)
|
|
515
|
|
|
(97
|
)
|
|
—
|
|
|
(1,123
|
)
|
||||||
Cash provided by (used for) operating activities
|
(53,255
|
)
|
|
215,590
|
|
—
|
|
(21,781
|
)
|
|
—
|
|
|
140,554
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Additions to computer software and intangible assets
|
—
|
|
|
(21,773
|
)
|
|
(10,237
|
)
|
|
—
|
|
|
(32,010
|
)
|
||||||
Additions to property and equipment
|
—
|
|
|
(21,029
|
)
|
|
(7,090
|
)
|
|
—
|
|
|
(28,119
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
|
2,746
|
|
|
305
|
|
|
—
|
|
|
3,051
|
|
||||||
Cash used for investing activities
|
—
|
|
|
(40,056
|
)
|
|
(17,022
|
)
|
|
—
|
|
|
(57,078
|
)
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Change in intercompany advances
|
145,354
|
|
|
(184,092
|
)
|
|
38,738
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends paid
|
(60,731
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,731
|
)
|
||||||
Repurchases of common stock
|
(18,876
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,876
|
)
|
||||||
Proceeds from exercise of stock options
|
5,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,352
|
|
||||||
Excess tax benefits related to share-based compensation
|
898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
898
|
|
||||||
Other, net
|
(2,541
|
)
|
|
(3,071
|
)
|
|
(3,011
|
)
|
|
—
|
|
|
(8,623
|
)
|
||||||
Cash provided by (used for) financing activities
|
69,456
|
|
|
(187,163
|
)
|
|
35,727
|
|
|
—
|
|
|
(81,980
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
2,521
|
|
|
—
|
|
|
2,521
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
16,201
|
|
|
(11,629
|
)
|
|
(555
|
)
|
|
—
|
|
|
4,017
|
|
||||||
Cash and cash equivalents at beginning of year
|
58,190
|
|
|
13,641
|
|
|
26,057
|
|
|
—
|
|
|
97,888
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
74,391
|
|
|
$
|
2,012
|
|
|
$
|
25,502
|
|
|
$
|
—
|
|
|
$
|
101,905
|
|
Year ended December 31, 2012
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
109,003
|
|
|
$
|
134,276
|
|
|
$
|
(13,462
|
)
|
|
$
|
(120,814
|
)
|
|
$
|
109,003
|
|
Adjustments to reconcile net income to cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of subsidiaries
|
(120,133
|
)
|
|
—
|
|
|
—
|
|
|
120,133
|
|
|
—
|
|
|||||
Depreciation and amortization
|
1
|
|
|
34,944
|
|
|
4,659
|
|
|
—
|
|
|
39,604
|
|
|||||
Deferred income tax expense
|
—
|
|
|
2,933
|
|
|
(1,873
|
)
|
|
—
|
|
|
1,060
|
|
|||||
Share-based compensation expense
|
—
|
|
|
5,697
|
|
|
—
|
|
|
—
|
|
|
5,697
|
|
|||||
Provision for losses on accounts and notes receivable
|
—
|
|
|
587
|
|
|
417
|
|
|
—
|
|
|
1,004
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts and notes receivable
|
—
|
|
|
31,513
|
|
|
(7,599
|
)
|
|
3,247
|
|
|
27,161
|
|
|||||
Merchandise inventories
|
—
|
|
|
56,235
|
|
|
1,818
|
|
|
681
|
|
|
58,734
|
|
|||||
Accounts payable
|
(67,800
|
)
|
|
55,941
|
|
|
(3,585
|
)
|
|
(3,250
|
)
|
|
(18,694
|
)
|
|||||
Net change in other assets and liabilities
|
19
|
|
|
(2,653
|
)
|
|
(1,859
|
)
|
|
3
|
|
|
(4,490
|
)
|
|||||
Other, net
|
(1,738
|
)
|
|
1,236
|
|
|
(71
|
)
|
|
—
|
|
|
(573
|
)
|
|||||
Cash provided by (used for) operating activities
|
(80,648
|
)
|
|
320,709
|
|
|
(21,555
|
)
|
|
—
|
|
|
218,506
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(155,210
|
)
|
|
—
|
|
|
(155,210
|
)
|
|||||
Additions to property and equipment
|
—
|
|
|
(4,249
|
)
|
|
(5,583
|
)
|
|
—
|
|
|
(9,832
|
)
|
|||||
Additions to computer software and intangible assets
|
—
|
|
|
(27,960
|
)
|
|
(1,171
|
)
|
|
—
|
|
|
(29,131
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
1,057
|
|
|
2,241
|
|
|
—
|
|
|
3,298
|
|
|||||
Cash used for investing activities
|
—
|
|
|
(31,152
|
)
|
|
(159,723
|
)
|
|
—
|
|
|
(190,875
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in intercompany advances
|
86,131
|
|
|
(287,200
|
)
|
|
201,069
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends paid
|
(55,681
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,681
|
)
|
|||||
Repurchases of common stock
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||||
Financing costs paid
|
—
|
|
|
(1,303
|
)
|
|
—
|
|
|
—
|
|
|
(1,303
|
)
|
|||||
Excess tax benefits related to share-based compensation
|
1,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
|||||
Proceeds from exercise of stock options
|
4,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,986
|
|
|||||
Other, net
|
(2,901
|
)
|
|
(2,222
|
)
|
|
2,413
|
|
|
—
|
|
|
(2,710
|
)
|
|||||
Cash provided by (used for) financing activities
|
18,828
|
|
|
(290,725
|
)
|
|
203,482
|
|
|
—
|
|
|
(68,415
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
2,734
|
|
|
—
|
|
|
2,734
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(61,820
|
)
|
|
(1,168
|
)
|
|
24,938
|
|
|
—
|
|
|
(38,050
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
120,010
|
|
|
14,809
|
|
|
1,119
|
|
|
—
|
|
|
135,938
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
58,190
|
|
|
$
|
13,641
|
|
|
$
|
26,057
|
|
|
$
|
—
|
|
|
$
|
97,888
|
|
Year ended December 31, 2011
|
Owens &
Minor, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
115,198
|
|
|
$
|
122,555
|
|
|
$
|
(346
|
)
|
|
$
|
(122,209
|
)
|
|
$
|
115,198
|
|
Adjustments to reconcile net income to cash (used for) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity in earnings of subsidiaries
|
(122,209
|
)
|
|
—
|
|
|
—
|
|
|
122,209
|
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
34,135
|
|
|
—
|
|
|
—
|
|
|
34,135
|
|
|||||
Deferred income tax benefit
|
—
|
|
|
14,520
|
|
|
—
|
|
|
—
|
|
|
14,520
|
|
|||||
Share-based compensation expense
|
—
|
|
|
5,674
|
|
|
—
|
|
|
—
|
|
|
5,674
|
|
|||||
Provision for losses on accounts and notes receivable
|
—
|
|
|
2,176
|
|
|
—
|
|
|
—
|
|
|
2,176
|
|
|||||
Pension contributions
|
—
|
|
|
(409
|
)
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts and notes receivable
|
313
|
|
|
(37,461
|
)
|
|
(125
|
)
|
|
—
|
|
|
(37,273
|
)
|
|||||
Merchandise inventories
|
—
|
|
|
(86,165
|
)
|
|
(85
|
)
|
|
—
|
|
|
(86,250
|
)
|
|||||
Accounts payable
|
113,100
|
|
|
(69,128
|
)
|
|
86
|
|
|
—
|
|
|
44,058
|
|
|||||
Net change in other assets and liabilities
|
539
|
|
|
(25,338
|
)
|
|
145
|
|
|
—
|
|
|
(24,654
|
)
|
|||||
Other, net
|
(998
|
)
|
|
2,339
|
|
|
(97
|
)
|
|
—
|
|
|
1,244
|
|
|||||
Cash provided by (used for) operating activities of continuing operations
|
105,943
|
|
|
(37,102
|
)
|
|
(422
|
)
|
|
—
|
|
|
68,419
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property and equipment
|
—
|
|
|
(24,798
|
)
|
|
(183
|
)
|
|
—
|
|
|
(24,981
|
)
|
|||||
Additions to computer software and intangible assets
|
—
|
|
|
(11,197
|
)
|
|
(137
|
)
|
|
—
|
|
|
(11,334
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
2,430
|
|
|
—
|
|
|
—
|
|
|
2,430
|
|
|||||
Cash used for investing activities of continuing operations
|
—
|
|
|
(33,565
|
)
|
|
(320
|
)
|
|
—
|
|
|
(33,885
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in intercompany advances
|
(87,415
|
)
|
|
85,276
|
|
|
2,139
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends paid
|
(50,909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,909
|
)
|
|||||
Repurchases of common stock
|
(16,124
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,124
|
)
|
|||||
Proceeds from termination of interest rate swaps
|
4,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,005
|
|
|||||
Excess tax benefits related to share-based compensation
|
2,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,154
|
|
|||||
Proceeds from exercise of stock options
|
9,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,179
|
|
|||||
Other, net
|
(3,720
|
)
|
|
(2,116
|
)
|
|
—
|
|
|
—
|
|
|
(5,836
|
)
|
|||||
Cash provided by (used for) financing activities of continuing operations
|
(142,830
|
)
|
|
83,160
|
|
|
2,139
|
|
|
—
|
|
|
(57,531
|
)
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating cash flows
|
—
|
|
|
—
|
|
|
(278
|
)
|
|
—
|
|
|
(278
|
)
|
|||||
Net cash used for discontinued operations
|
—
|
|
|
—
|
|
|
(278
|
)
|
|
—
|
|
|
(278
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(36,887
|
)
|
|
12,493
|
|
|
1,119
|
|
|
—
|
|
|
(23,275
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
156,897
|
|
|
2,316
|
|
|
—
|
|
|
—
|
|
|
159,213
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
120,010
|
|
|
$
|
14,809
|
|
|
$
|
1,119
|
|
|
$
|
—
|
|
|
$
|
135,938
|
|
|
Year Ended December 31, 2013
(1)
|
||||||||||||||
(in thousands, except per share data)
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
||||||||
Net revenue
(3)
|
$
|
2,246,384
|
|
|
$
|
2,236,077
|
|
|
$
|
2,270,547
|
|
|
$
|
2,318,524
|
|
Gross margin
|
$
|
279,052
|
|
|
$
|
273,431
|
|
|
$
|
273,329
|
|
|
$
|
291,263
|
|
Net income
|
$
|
26,098
|
|
|
$
|
28,872
|
|
|
$
|
27,970
|
|
|
$
|
27,942
|
|
Net income attributable to Owens & Minor, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.41
|
|
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
Cash dividends per common share
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
Market price:
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
32.56
|
|
|
$
|
35.43
|
|
|
$
|
36.26
|
|
|
$
|
38.23
|
|
Low
|
$
|
29.17
|
|
|
$
|
30.12
|
|
|
$
|
33.50
|
|
|
$
|
33.95
|
|
|
Year Ended December 31, 2012
(2)
|
||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||
(in thousands, except per share data)
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
Net revenue
(3)
|
$
|
2,217,882
|
|
|
$
|
2,185,444
|
|
|
$
|
2,170,790
|
|
|
$
|
2,294,208
|
|
Gross margin
|
$
|
214,328
|
|
|
$
|
211,429
|
|
|
$
|
228,123
|
|
|
$
|
270,774
|
|
Net income
|
$
|
29,360
|
|
|
$
|
30,113
|
|
|
$
|
24,597
|
|
|
$
|
24,934
|
|
Net income attributable to Owens & Minor, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
|
$
|
0.48
|
|
|
$
|
0.39
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.48
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
Cash dividends per common share
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
Market price:
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
31.28
|
|
|
$
|
30.63
|
|
|
$
|
31.10
|
|
|
$
|
30.27
|
|
Low
|
$
|
27.59
|
|
|
$
|
27.64
|
|
|
$
|
27.81
|
|
|
$
|
27.01
|
|
(1)
|
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.
|
(2)
|
We incurred charges of $0.6 million ($0.4 million after tax) in the second quarter of 2012, $7.8 million ($6.6 million after tax, or $0.10 per diluted common share) in the third quarter of 2012 and $1.7 million ($1.2 million after tax, or $0.02 per diluted common share) in the fourth quarter of 2012 associated with acquisition-related and exit and realignment activities.
|
(3)
|
The first three quarters of 2013 and the third and fourth quarter of 2012 have been revised to reflect current revenue presentation. See Note 1 of Notes to Consolidated Financial Statements.
|
3.1
|
|
|
|
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)
|
|
|
|||
3.2
|
|
|
|
Amended and Restated Bylaws of Owens & Minor, Inc. (incorporated herein by reference to our Current Report on Form 8-K, Exhibit 3.1, dated November 5, 2013)
|
|
|
|||
4.1
|
|
|
|
Indenture, dated as of April 7, 2006, for the Senior Notes due 2016 among the Company, Owens & Minor Distribution, Inc., Owens & Minor Medical, Inc., Owens & Minor Healthcare Supply, Inc., Access Diabetic Supply, LLC and SunTrust Bank, as trustee (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.2, dated April 7, 2006)
|
|
|
|||
4.2
|
|
|
|
Form of Global Security for the Senior Notes due 2016 (incorporated herein by reference to the Company’s Current Report on Form 8-K, Exhibit 4.3, dated April 7, 2006)
|
|
|
|||
4.3
|
|
|
|
Rights Agreement dated as of April 30, 2004, between Owens & Minor, Inc., and Bank of New York, as Rights Agent (incorporated herein by reference to the Company’s Annual Report on Form 10-K, Exhibit 4.6, for the year ended December 31, 2003)
|
|
|
|||
10.1
|
|
|
|
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))*
|
|
|
|||
10.2
|
|
|
|
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)*
|
|
|
|||
10.3
|
|
|
|
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)*
|
|
|
|||
10.4
|
|
|
|
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)*
|
|
|
|||
10.5
|
|
|
|
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)*
|
|
|
|||
10.6
|
|
|
|
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)*
|
|
|
|
|
|
10.7
|
|
|
|
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)*
|
|
|
|||
10.8
|
|
|
|
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)*
|
|
|
|||
10.9
|
|
|
|
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*--filed herewith
|
|
|
|||
10.11
|
|
|
|
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)*
|
|
|
|
|
|
10.12
|
|
|
|
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)*
|
10.13
|
|
|
|
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)*
|
|
|
|||
10.14
|
|
|
|
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)*
|
|
|
|||
10.15
|
|
|
|
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)*
|
|
|
|||
10.16
|
|
|
|
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)*
|
|
|
|||
10.17
|
|
|
|
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)*
|
|
|
|||
10.18
|
|
|
|
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)*
|
|
|
|||
10.19
|
|
|
|
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)*
|
|
|
|||
10.20
|
|
|
|
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)*
|
|
|
|||
10.21
|
|
|
|
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)*
|
|
|
|||
10.22
|
|
|
|
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))*
|
|
|
|
|
|
10.23
|
|
|
|
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)*
|
|
|
|||
10.24
|
|
|
|
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)*
|
|
|
|||
10.25
|
|
|
|
Form of Performance Share Award Agreement (incorporated by reference to the Company’s Annual Report on Form 10-K, Exhibit 10.31 for the year ended December 31, 2012) *
|
|
|
|||
10.26
|
|
|
|
Form of Performance Share Award Agreement *--filed herewith
|
|
|
|||
10.27
|
|
|
|
Form of Annual Executive Incentive Program (incorporated by reference to the Company’s Annual Report on Form 10-K, Exhibit 10.32 for the year ended December 31, 2012) *
|
|
|
|||
10.28
|
|
|
|
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)*
|
|
|
|||
10.29
|
|
|
|
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)*
|
|
|
|||
10.30
|
|
|
|
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)
|
10.31
|
|
|
|
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)
|
|
|
|||
11.1
|
|
|
|
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
|
|
|
|||
21.1
|
|
|
|
Subsidiaries of Registrant
|
|
|
|||
23.1
|
|
|
|
Consent of KPMG LLP, independent registered public accounting firm
|
|
|
|||
31.1
|
|
|
|
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
|
|
|
|||
31.2
|
|
|
|
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
|
|
|
|||
32.1
|
|
|
|
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
|
|
|
|||
32.2
|
|
|
|
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.
|
|
OWENS & MINOR, INC.
|
|
|
|
|
|
/s/ Craig R. Smith
|
|
Craig R. Smith
Chairman & Chief Executive Officer
|
|
|
|
|
|
|
/s/ Craig R. Smith
|
|
/s/ Martha H. Marsh
|
Craig R. Smith
|
|
Martha H. Marsh
|
Chairman & Chief Executive Officer
|
|
Director
|
|
|
|
|
|
|
/s/ Richard A. Meier
|
|
/s/ Eddie N. Moore, Jr.
|
Richard A. Meier
|
|
Eddie N. Moore, Jr.
|
Executive Vice President & Chief Financial Officer
|
|
Director
|
|
|
|
|
|
|
/s/ Stuart M. Essig
|
|
/s/ James E. Rogers
|
Stuart M. Essig
|
|
James E. Rogers
|
Director
|
|
Lead Director
|
|
|
|
|
|
|
/s/ Richard E. Fogg
|
|
/s/ David S. Simmons
|
Richard E. Fogg
|
|
David S. Simmons
|
Director
|
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Director
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/s/ John W. Gerdelman
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/s/ Robert C. Sledd
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John W. Gerdelman
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Robert C. Sledd
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Director
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Director
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/s/ Lemuel E. Lewis
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/s/ Anne Marie Whittemore
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Lemuel E. Lewis
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Anne Marie Whittemore
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Director
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Director
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1.
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Section 3.1 Five-Year Ownership Requirement
. In Section 3.1 of the MEOP, the Tier One Participant and Tier Two Participant definitions shall be amended and restated to read as follows:
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I.
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Tier One Participants (each, a “Tier One Participant”)
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II.
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Tier Two Participants (each, a “Tier Two Participant”)
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2.
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Section IV (a) Equity Ownership Dividends
. The following sentence shall be added to the end of Section IV (a): “Notwithstanding any other provision in this Section IV (a) to the contrary, effective for the calendar year beginning January 1, 2014, all Tier One Equity Ownership Dividends shall be discontinued and no Tier One Equity Ownership
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3.
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Section IV(b) Tier Two participants
. To reflect the 3-for-2 split of the Common Stock on March 31, 2010 ( in accordance with Section 7.5 of the MEOP), the first sentence of Section IV (b) shall be formally amended to change the Tier Two Equity Ownership Dividend award amounts from 100, 150 and 200 shares of Restricted Stock to 150, 225 and 300 shares of Restricted Stock.
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4.
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No Other Changes
. Except as set forth in this Amendment, no other changes are made to the MEOP, the remaining terms of which shall remain in effect as written.
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(a)
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The Participant will earn Performance Shares based on achievement by the Company of the Performance Metrics (defined below) for fiscal years _____2014 and _____2015. The number of Performance Shares earned by the Participant will be determined based upon the following formula, the terms of which are further defined below:
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Performance Metrics *
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Weight
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Metric Target
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Interval
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Change in Consolidated Operating Earnings
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50%
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$__
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$__
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Change in Domestic Operating Earnings
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30%
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$__
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$__
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Change in International Operating Earnings
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20%
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€__
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€__
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(i)
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Death
. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of Participant’s death, all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the date of Participant’s death and the certificate or certificates representing the shares of Common Stock shall be delivered to Participant’s estate.
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(ii)
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Disability
. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of “total and permanent disability” (as such term is defined in Section 22(e)(3) of the Code), all restrictions on a pro rata number of shares of Restricted Stock shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and the denominator of which is 36. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.
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(iii)
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Retirement
. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of retirement (defined below), all shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. Notwithstanding the foregoing, if Participant’s service to the Company or an Affiliate continues from and after the date of retirement through (i) membership on the Board, (ii) a written consulting services arrangement with the Company or an Affiliate or (iii) at the Company’s discretion, a written confidentiality and non-solicitation agreement with the Company (“Post-Retirement Service”), shares of Restricted Stock shall not be forfeited but shall continue to be held by the Company until the earlier of (i) the end of the Restricted Period at which time such shares shall be delivered to the Participant or (ii) the date Participant ceases to provide Post-Retirement Service at which time such shares shall be forfeited. For purposes of this subparagraph 4(c)(iii), retirement shall mean severance from the employment of the Company and its Affiliates (i) at or after the attainment of age 55 and after completing a number of years of service (the total years of service credited to Participant for purposes of determining vested or nontransferable interest in a defined benefit pension plan maintained by the Company or an Affiliate which satisfies the requirements of Section 401(a) of the Code) that, when added to Participant’s age at the time of severance from employment, equals at least 65 or (ii) at or after the attainment of age 65.
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(iv)
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Termination of Employment by Company or Affiliate
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(a)
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With Cause
. If the Company or an Affiliate terminates Participant’s employment with the Company and its Affiliates with “cause,” all shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. For purposes of this Agreement, “cause” means: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “
nolo contendere
” with respect to, a felony which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct; or (iv) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and
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(b)
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Without Cause
. If Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without “cause,” all restrictions on a pro rata number of shares of Restricted Stock shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and the denominator of which is 36. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.
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(v)
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Termination of Employment by Participant
. If Participant resigns from employment with the Company and its Affiliates before the expiration of the Restricted Period, without regard to the reason for such resignation (other than death, disability or retirement as provided in subsections (i), (ii) and (iii) above), all of the shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.
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(vi)
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Change in Control
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(a)
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If, upon a Change in Control, (i) the Restricted Stock is assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as this Restricted Stock with a value as of the Control Change Date substantially equal to the value of this Restricted Stock) and (ii) within 24 months of the Control Change Date, Participant’s employment with the Surviving Entity is terminated by the Surviving Entity without Cause (defined below) or by Participant for Good Reason (defined below), all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the date of employment termination and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.
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(b)
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For purposes of this subsection 4(c)(vi), “Cause” shall mean (i) the willful and continued failure by Participant to substantially perform his or her duties with the Surviving Entity (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Surviving Entity, which demand specifically identifies the manner in which the Surviving Entity believes that Participant has not substantially performed his or her duties, or (ii) the willful engaging by Participant in conduct which is demonstrably and materially injurious to the Surviving Entity, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on Participant’s part shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Surviving Entity.
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(c)
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For purposes of this subparagraph 4(c)(vi), “Good Reason” shall have the meaning given to such term in the Executive Severance Agreement between Participant and the Company effective January 1, 2011, as such agreement from time to time may be amended, modified, extended or replaced by a successor agreement or plan.
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(d)
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If, upon a Change in Control, the Restricted Stock is not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subparagraph 4(c)(vi)(a) above, all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the Control Change Date and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.
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Subsidiary
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State of Incorporation/Organization
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Country
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Assumed Name
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Owens & Minor Medical, Inc.
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Virginia
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USA
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O&M Funding Corp.
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Virginia
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USA
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Owens & Minor Distribution, Inc.
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Virginia
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USA
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OM HealthCare Logistics
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OM Solutions International, Inc.
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Virginia
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USA
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Owens & Minor Canada, Inc.
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Virginia
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USA
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Owens & Minor Global Resources, LLC
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Virginia
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USA
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Owens & Minor Healthcare Supply, Inc.
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Virginia
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USA
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Access Diabetic Supply, LLC
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Florida
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USA
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AOM HealthCare Solutions
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Access Respiratory Supply, Inc.
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Florida
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USA
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Medical Supply Group, Inc.
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Virginia
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USA
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Key Diabetes Supply Co.
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Michigan
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USA
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AOM HealthCare Solutions
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OMI International, Ltd.
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N/A
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British Virgin Islands
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Mira MEDsource Holding Company Limited
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N/A
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Hong Kong
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Mira MEDsource (Shanghai) Company Limited
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N/A
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Peoples Republic of China
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Owens & Minor International Logistics, Inc.
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Virginia
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USA
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O&M Worldwide, LLC
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Virginia
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USA
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GNB Associates LLC
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Virginia
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USA
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Rutherford Holdings CV
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N/A
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Netherlands
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Lockwood Enterprises CV
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N/A
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Netherlands
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O&M-Movianto Nederland B.V.
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N/A
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Netherlands
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O&M-Movianto UK Holdings Ltd.
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N/A
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United Kingdom
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O&M-Movianto France Holdings S.A.S.
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N/A
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France
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Movianto Belgium NV
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N/A
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Belgium
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Movianto Ceska republika sro
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N/A
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Czech Republic
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Movianto Nordic Aps
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N/A
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Denmark
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Movianto France SAS
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N/A
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France
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Movianto GmbH
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N/A
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Germany
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Movianto Deutschland GmbH
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N/A
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Germany
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Movianto Portugal SL
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N/A
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Portugal
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Movianto Slovensko sro
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N/A
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Slovakia
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AVS Health Espana SL
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N/A
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Spain
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Movianto Espana SL
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N/A
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Spain
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Movianto Schweiz GmbH
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N/A
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Switzerland
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Healthcare Services Group Ltd
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N/A
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United Kingdom
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Movianto UK Ltd.
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N/A
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United Kingdom
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Movianto Transport Solutions Ltd.
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N/A
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United Kingdom
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Healthcare Product Services Ltd.
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N/A
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United Kingdom
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Pharmacare Logistics Ltd.
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N/A
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United Kingdom
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