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, 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 |
| Selling, general and administrative expenses | 1,229 |
| | 649,524 |
| | 282,843 |
| | — |
| | 933,596 |
| Acquisition-related and exit and realignment charges | — |
| | 8,877 |
| | 19,527 |
| | — |
| | 28,404 |
| Depreciation and amortization | — |
| | 34,497 |
| | 25,690 |
| | — |
| | 60,187 |
| 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 |
| Selling, general and administrative expenses | 952 |
| | 623,871 |
| | 302,154 |
| | — |
| | 926,977 |
| Acquisition-related and exit and realignment charges | — |
| | 15,065 |
| | 27,736 |
| | — |
| | 42,801 |
| Depreciation and amortization | 2 |
| | 35,582 |
| | 21,541 |
| | — |
| | 57,125 |
| 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 | | | | | | | | | | | | | | | | | | | | | 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 |
| Income (loss) 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 |
|
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 | — |
| | 247,271 |
| | 172,348 |
| | — |
| | 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 | 4,064 |
| | 57,409 |
| | 17,868 |
| | — |
| | 79,341 |
| Total assets | $ | 2,074,628 |
| | $ | 2,409,305 |
| | $ | 791,576 |
| | $ | (2,497,669 | ) | | $ | 2,777,840 |
| 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 | 548,046 |
| | 4,527 |
| | 19,986 |
| | — |
| | 572,559 |
| 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 | 1,082,038 |
| | 1,072,692 |
| | 374,940 |
| | (744,420 | ) | | 1,785,250 |
| Equity | | | | | | | | | — |
| Common stock | 125,606 |
| | — |
| | — |
| | — |
| | 125,606 |
| Paid-in capital | 211,943 |
| | 241,877 |
| | 516,608 |
| | (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 |
| | 1,336,613 |
| | 416,636 |
| | (1,753,249 | ) | | 992,590 |
| Total liabilities and equity | $ | 2,074,628 |
| | $ | 2,409,305 |
| | $ | 791,576 |
| | $ | (2,497,669 | ) | | $ | 2,777,840 |
|
Condensed Consolidating Financial Information | | | | | | | | | | | | | | | | | | | | | December 31, 2014 | Owens & Minor, Inc. | | Guarantor Subsidiaries | | Non-guarantor Subsidiaries | | Eliminations | | Consolidated | Balance Sheets | | | | | | | | | | Assets | | | | | | | | | | Current assets | | | | | | | | | | Cash and cash equivalents | $ | 22,013 |
| | $ | 3,912 |
| | $ | 30,847 |
| | $ | — |
| | $ | 56,772 |
| Accounts and notes receivable, net | — |
| | 519,951 |
| | 144,463 |
| | (38,222 | ) | | 626,192 |
| Merchandise inventories | — |
| | 816,915 |
| | 60,061 |
| | (4,519 | ) | | 872,457 |
| Other current assets | (24,748 | ) | | 90,733 |
| | 223,414 |
| | 25,080 |
| | 314,479 |
| Total current assets | (2,735 | ) | | 1,431,511 |
| | 458,785 |
| | (17,661 | ) | | 1,869,900 |
| Property and equipment, net | — |
| | 110,076 |
| | 122,903 |
| | — |
| | 232,979 |
| Goodwill, net | — |
| | 247,271 |
| | 176,005 |
| | — |
| | 423,276 |
| Intangible assets, net | — |
| | 15,805 |
| | 92,788 |
| | — |
| | 108,593 |
| Due from O&M and subsidiaries | — |
| | 357,304 |
| | — |
| | (357,304 | ) | | — |
| Advances to and investments in consolidated subsidiaries | 1,893,767 |
| | — |
| | — |
| | (1,893,767 | ) | | — |
| Other assets, net | 4,637 |
| | 66,836 |
| | 29,185 |
| | — |
| | 100,658 |
| Total assets | $ | 1,895,669 |
| | $ | 2,228,803 |
| | $ | 879,666 |
| | $ | (2,268,732 | ) | | $ | 2,735,406 |
| Liabilities and equity | | | | | | | | | | Current liabilities | | | | | | | | | | Accounts payable | $ | — |
| | $ | 567,285 |
| | $ | 54,898 |
| | $ | (13,337 | ) | | $ | 608,846 |
| Accrued payroll and related liabilities | — |
| | 16,434 |
| | 15,073 |
| | — |
| | 31,507 |
| Other current liabilities | 6,441 |
| | 83,698 |
| | 236,084 |
| | — |
| | 326,223 |
| Total current liabilities | 6,441 |
| | 667,417 |
| | 306,055 |
| | (13,337 | ) | | 966,576 |
| Long-term debt, excluding current portion | 547,763 |
| | 39,915 |
| | 20,873 |
| | — |
| | 608,551 |
| Due to O&M and subsidiaries | 350,627 |
| | — |
| | 77,788 |
| | (428,415 | ) | | — |
| Intercompany debt | — |
| | 138,890 |
| | — |
| | (138,890 | ) | | — |
| Deferred income taxes | — |
| | 72,829 |
| | 29,051 |
| | — |
| | 101,880 |
| Other liabilities | — |
| | 55,794 |
| | 11,767 |
| | — |
| | 67,561 |
| Total liabilities | 904,831 |
| | 974,845 |
| | 445,534 |
| | (580,642 | ) | | 1,744,568 |
| Equity | | | | | | | | | — |
| Common stock | 126,140 |
| | — |
| | — |
| | — |
| | 126,140 |
| Paid-in capital | 202,934 |
| | 241,877 |
| | 514,314 |
| | (756,191 | ) | | 202,934 |
| Retained earnings (deficit) | 685,765 |
| | 1,022,379 |
| | (66,479 | ) | | (955,900 | ) | | 685,765 |
| Accumulated other comprehensive income (loss) | (24,001 | ) | | (10,298 | ) | | (13,703 | ) | | 24,001 |
| | (24,001 | ) | Total equity | 990,838 |
| | 1,253,958 |
| | 434,132 |
| | (1,688,090 | ) | | 990,838 |
| Total liabilities and equity | $ | 1,895,669 |
| | $ | 2,228,803 |
| | $ | 879,666 |
| | $ | (2,268,732 | ) | | $ | 2,735,406 |
|
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 |
|
Condensed Consolidating Financial Information | | | | | | | | | | | | | | | | | | | | | | 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 |
| Provision for losses on accounts and notes receivable | — |
| | 278 |
| | 509 |
| | — |
| | 787 |
| Deferred income tax (benefit) expense | — |
| | 5,821 |
| | (2,108 | ) | | — |
| | 3,713 |
| 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 |
|
|