Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the 2021 Notes and 2024 Notes, on a combined basis. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several, and we believe the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries. Condensed Consolidating Financial Information Year ended December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 9,190,660 $ 697,559 $ (164,788 ) $ 9,723,431 Cost of goods sold — 8,330,960 370,594 (165,433 ) 8,536,121 Gross margin — 859,700 326,965 645 1,187,310 Distribution, selling and administrative expenses 1,127 670,800 298,497 — 970,424 Acquisition-related and exit and realignment charges — 15,611 9,064 — 24,675 Other operating (income) expense, net — (5,066 ) (2,322 ) — (7,388 ) Operating (loss) earnings (1,127 ) 178,355 21,726 645 199,599 Interest expense (income), net 28,901 (4,744 ) 2,900 — 27,057 Income (loss) before income taxes (30,028 ) 183,099 18,826 645 172,542 Income tax (benefit) provision — 61,545 2,210 — 63,755 Equity in earnings of subsidiaries 138,815 — — (138,815 ) — Net income (loss) 108,787 121,554 16,616 (138,170 ) 108,787 Other comprehensive income (loss), net of tax (15,658 ) (640 ) (15,017 ) 15,657 (15,658 ) Comprehensive income (loss) $ 93,129 $ 120,914 $ 1,599 $ (122,513 ) $ 93,129 Year ended December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 9,176,855 $ 751,442 $ (155,351 ) $ 9,772,946 Cost of goods sold — 8,305,734 410,009 (157,370 ) 8,558,373 Gross margin — 871,121 341,433 2,019 1,214,573 Distribution, selling and administrative expenses 1,229 684,021 308,533 — 993,783 Acquisition-related and exit and realignment charges — 8,877 19,527 — 28,404 Other operating (income) expense, net — (2,621 ) (5,352 ) — (7,973 ) Operating (loss) earnings (1,229 ) 180,844 18,725 2,019 200,359 Interest expense (income), net 27,457 (3,371 ) 3,063 — 27,149 Income (loss) before income taxes (28,686 ) 184,215 15,662 2,019 173,210 Income tax (benefit) provision (9,837 ) 71,807 7,831 — 69,801 Equity in earnings of subsidiaries 122,258 — — (122,258 ) — Net income (loss) 103,409 112,408 7,831 (120,239 ) 103,409 Other comprehensive income (loss), net of tax (27,824 ) (243 ) (27,581 ) 27,824 (27,824 ) Comprehensive income (loss) $ 75,585 $ 112,165 $ (19,750 ) $ (92,415 ) $ 75,585 Year ended December 31, 2014 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 8,910,274 $ 626,044 $ (96,136 ) $ 9,440,182 Cost of goods sold — 8,051,350 311,947 (93,081 ) 8,270,216 Gross margin — 858,924 314,097 (3,055 ) 1,169,966 Distribution, selling and administrative expenses 954 659,453 323,695 — 984,102 Acquisition-related and exit and realignment charges — 15,065 27,736 — 42,801 Other operating (income) expense, net — (10,261 ) (6,212 ) — (16,473 ) Operating (loss) earnings (954 ) 194,667 (31,122 ) (3,055 ) 159,536 Loss on early retirement of debt 14,890 — — — 14,890 Interest expense (income), net 15,737 1,520 906 — 18,163 Income (loss) before income taxes (31,581 ) 193,147 (32,028 ) (3,055 ) 126,483 Income tax (benefit) provision (1,700 ) 65,983 (4,303 ) — 59,980 Equity in earnings of subsidiaries 96,384 — — (96,384 ) — Net income (loss) 66,503 127,164 (27,725 ) (99,439 ) 66,503 Other comprehensive income (loss), net of tax (33,569 ) (3,846 ) (29,539 ) 33,385 (33,569 ) Comprehensive income (loss) $ 32,934 $ 123,318 $ (57,264 ) $ (66,054 ) $ 32,934 Condensed Consolidating Financial Information December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Accounts and notes receivable, net — 526,170 90,016 (10,102 ) 606,084 Merchandise inventories — 856,566 61,505 (1,760 ) 916,311 Other current assets 106 86,907 167,143 — 254,156 Total current assets 38,121 1,530,909 404,871 (11,862 ) 1,962,039 Property and equipment, net — 97,725 93,993 — 191,718 Goodwill, net — 180,006 234,930 — 414,936 Intangible assets, net — 11,655 70,856 — 82,511 Due from O&M and subsidiaries — 573,395 — (573,395 ) — Advances to and investments in consolidated subsidiaries 2,044,963 — — (2,044,963 ) — Other assets, net — 49,887 16,661 — 66,548 Total assets $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Liabilities and equity Current liabilities Accounts payable $ — $ 683,189 $ 75,512 $ (7,951 ) $ 750,750 Accrued payroll and related liabilities — 32,814 12,237 — 45,051 Other current liabilities 7,106 93,327 138,404 — 238,837 Total current liabilities 7,106 809,330 226,153 (7,951 ) 1,034,638 Long-term debt, excluding current portion 544,838 3,219 16,526 — 564,583 Due to O&M and subsidiaries 571,102 — 48,044 (619,146 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 70,280 20,103 — 90,383 Other liabilities — 60,578 7,532 — 68,110 Total liabilities 1,123,046 1,082,297 318,358 (765,987 ) 1,757,714 Equity — Common stock 122,062 — — — 122,062 Paid-in capital 219,955 174,614 583,872 (758,486 ) 219,955 Retained earnings (deficit) 685,504 1,196,341 (42,032 ) (1,154,309 ) 685,504 Accumulated other comprehensive income (loss) (67,483 ) (9,675 ) (38,887 ) 48,562 (67,483 ) Total equity 960,038 1,361,280 502,953 (1,864,233 ) 960,038 Total liabilities and equity $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Condensed Consolidating Financial Information December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 103,284 $ 5,614 $ 52,122 $ — $ 161,020 Accounts and notes receivable, net — 507,673 89,895 (9,633 ) 587,935 Merchandise inventories — 883,232 59,930 (2,387 ) 940,775 Other current assets 104 72,683 212,183 — 284,970 Total current assets 103,388 1,469,202 414,130 (12,020 ) 1,974,700 Property and equipment, net — 103,219 105,711 — 208,930 Goodwill, net — 180,006 239,613 — 419,619 Intangible assets, net — 13,731 81,519 — 95,250 Due from O&M and subsidiaries — 518,473 — (518,473 ) — Advances to and investments in consolidated subsidiaries 1,967,176 — — (1,967,176 ) — Other assets, net — 57,409 17,868 — 75,277 Total assets $ 2,070,564 $ 2,342,040 $ 858,841 $ (2,497,669 ) $ 2,773,776 Liabilities and equity Current liabilities Accounts payable $ — $ 662,909 $ 56,073 $ (8,373 ) $ 710,609 Accrued payroll and related liabilities — 32,094 13,813 — 45,907 Other current liabilities 6,924 109,137 191,012 — 307,073 Total current liabilities 6,924 804,140 260,898 (8,373 ) 1,063,589 Long-term debt, excluding current portion 543,982 4,527 19,986 — 568,495 Due to O&M and subsidiaries 527,068 — 70,089 (597,157 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 67,562 18,764 — 86,326 Other liabilities — 57,573 5,203 — 62,776 Total liabilities 1,077,974 1,072,692 374,940 (744,420 ) 1,781,186 Equity — Common stock 125,606 — — — 125,606 Paid-in capital 211,943 174,612 583,873 (758,485 ) 211,943 Retained earnings (deficit) 706,866 1,104,787 (58,648 ) (1,046,139 ) 706,866 Accumulated other comprehensive income (loss) (51,825 ) (10,051 ) (41,324 ) 51,375 (51,825 ) Total equity 992,590 1,269,348 483,901 (1,753,249 ) 992,590 Total liabilities and equity $ 2,070,564 $ 2,342,040 $ 858,841 $ (2,497,669 ) $ 2,773,776 Condensed Consolidating Financial Information Year ended December 31, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 108,787 $ 121,554 $ 16,616 $ (138,170 ) $ 108,787 Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries (138,815 ) — — 138,815 — Depreciation and amortization — 29,589 25,804 — 55,393 Share-based compensation expense — 12,042 — — 12,042 Provision for losses on accounts and notes receivable — 84 293 — 377 Deferred income tax (benefit) expense — 6,245 (2,027 ) — 4,218 Changes in operating assets and liabilities: Accounts and notes receivable — (18,581 ) (6,358 ) (305 ) (25,244 ) Merchandise inventories — 26,666 (3,449 ) (628 ) 22,589 Accounts payable — 20,280 22,862 288 43,430 Net change in other assets and liabilities 180 (26,397 ) (11,342 ) — (37,559 ) Other, net 854 999 1,048 — 2,901 Cash provided by (used for) operating activities of continuing operations (28,994 ) 172,481 43,447 — 186,934 Investing activities: Additions to computer software and intangible assets — (4,004 ) (5,815 ) — (9,819 ) Additions to property and equipment — (10,329 ) (9,973 ) — (20,302 ) Proceeds from sale of property and equipment — 125 5,250 — 5,375 Cash used for investing activities of continuing operations — (14,208 ) (10,538 ) — (24,746 ) Financing activities: Change in intercompany advances 101,424 (100,308 ) (1,116 ) — — Cash dividends paid (63,382 ) — — — (63,382 ) Repurchases of common stock (71,028 ) — — — (71,028 ) Excess tax benefits related to share-based compensation 761 — — — 761 Other, net (4,050 ) (2,313 ) (1,931 ) — (8,294 ) Cash provided by (used for) financing activities (36,275 ) (102,621 ) (3,047 ) — (141,943 ) Effect of exchange rates on cash and cash equivalents — — 4,223 — 4,223 Net increase (decrease) in cash and cash equivalents (65,269 ) 55,652 34,085 — 24,468 Cash and cash equivalents at beginning of year 103,284 5,614 52,122 — 161,020 Cash and cash equivalents at end of year $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Condensed Consolidating Financial Information Year ended December 31, 2015 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 103,409 $ 112,408 $ 7,831 $ (120,239 ) $ 103,409 Adjustments to reconcile net income to cash (used for) provided by operating activities: Equity in earnings of subsidiaries (122,258 ) — — 122,258 — Depreciation and amortization — 34,497 31,485 — 65,982 Share-based compensation expense — 11,306 — — 11,306 Provision for losses on accounts and notes receivable — 202 (226 ) — (24 ) Deferred income tax (benefit) expense — (5,267 ) (834 ) — (6,101 ) Changes in operating assets and liabilities: Accounts and notes receivable — 12,076 (27,274 ) 33,531 18,333 Merchandise inventories — (66,317 ) (1,277 ) (2,133 ) (69,727 ) Accounts payable — 95,624 13,418 4,969 114,011 Net change in other assets and liabilities 666 61,454 6,443 (38,386 ) 30,177 Other, net 855 920 456 — 2,231 Cash provided by (used for) operating activities of continuing operations (17,328 ) 256,903 30,022 — 269,597 Investing activities: Additions to computer software and intangible assets — (13,688 ) (2,397 ) — (16,085 ) Additions to property and equipment — (3,621 ) (16,910 ) — (20,531 ) Proceeds from sale of property and equipment — 87 56 — 143 Cash used for investing activities of continuing operations — (17,222 ) (19,251 ) — (36,473 ) Financing activities: Proceeds from (repayment of) revolver — (33,700 ) — — (33,700 ) Change in intercompany advances 183,688 (201,851 ) 18,163 — — Cash dividends paid (63,651 ) — — — (63,651 ) Repurchases of common stock (20,000 ) — — — (20,000 ) Excess tax benefits related to share-based compensation 646 — — — 646 Other, net (2,084 ) (2,428 ) (3,016 ) — (7,528 ) Cash provided by (used for) financing activities 98,599 (237,979 ) 15,147 — (124,233 ) Effect of exchange rates on cash and cash equivalents — — (4,643 ) — (4,643 ) Net increase (decrease) in cash and cash equivalents 81,271 1,702 21,275 — 104,248 Cash and cash equivalents at beginning of year 22,013 3,912 30,847 — 56,772 Cash and cash equivalents at end of year $ 103,284 $ 5,614 $ 52,122 $ — $ 161,020 Condensed Consolidating Financial Information Year ended December 31, 2014 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 66,503 $ 127,164 $ (27,725 ) $ (99,439 ) $ 66,503 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (96,384 ) — — 96,384 — Depreciation and amortization 2 35,879 27,526 — 63,407 Loss on early retirement of debt 14,890 — — — 14,890 Share-based compensation expense — 8,369 (162 ) — 8,207 Provision for losses on accounts and notes receivable — (36 ) 484 — 448 Deferred income tax (benefit) expense — 1,292 (4,677 ) — (3,385 ) Changes in operating assets and liabilities: — — — Accounts and notes receivable — (24,440 ) 6,185 452 (17,803 ) Merchandise inventories — (65,916 ) 8,308 279 (57,329 ) Accounts payable — (28,580 ) (24,613 ) 1,045 (52,148 ) Net change in other assets and liabilities (455 ) (12,341 ) (14,311 ) 1,279 (25,828 ) Other, net (1,161 ) (9 ) 447 — (723 ) Cash provided by (used for) operating activities (16,605 ) 41,382 (28,538 ) — (3,761 ) Investing activities: Acquisitions, net of cash acquired — — (248,536 ) — (248,536 ) Additions to computer software and intangible assets — (18,054 ) (4,330 ) — (22,384 ) Additions to property and equipment — (34,475 ) (13,949 ) — (48,424 ) Proceeds from the sale of investments — 1,937 — — 1,937 Proceeds from sale of property and equipment — 156 — — 156 Cash used for investing activities of continuing operations — (50,436 ) (266,815 ) — (317,251 ) Financing activities: — Proceeds from issuance of debt 547,693 — — — 547,693 Proceeds from revolver — 33,700 — — 33,700 Repayment of debt (217,352 ) — — — (217,352 ) Change in intercompany advances (287,275 ) (21,106 ) 308,381 — — Cash dividends paid (63,104 ) — — — (63,104 ) Repurchases of common stock (9,934 ) — — — (9,934 ) Financing costs paid (4,780 ) (611 ) — — — (5,391 ) Excess tax benefits related to share-based compensation 582 — — — 582 Proceeds from exercise of stock options 1,180 — — — 1,180 Purchase of noncontrolling interest — — (1,500 ) — (1,500 ) Other, net (2,783 ) (1,029 ) (3,502 ) — (7,314 ) Cash provided by (used for) financing activities (35,773 ) 10,954 303,379 — 278,560 Effect of exchange rate changes on cash and cash equivalents — — (2,681 ) — (2,681 ) Net increase (decrease) in cash and cash equivalents (52,378 ) 1,900 5,345 — (45,133 ) Cash and cash equivalents at beginning of year 74,391 2,012 25,502 — 101,905 Cash and cash equivalents at end of year $ 22,013 $ 3,912 $ 30,847 $ — $ 56,772 |