What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-20 · 82 added, 75 removed, 331 unchanged (32% of the section changed)

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Today, we have production, distribution, storage, customer service and sales facilities located across the United States (U.S.), Canada, Asia, Australia, Europe and Latin America.

Potential Sale of Products & Healthcare Services Segment

On February 28, 2025, we announced that we are actively engaged in discussions regarding the potential sale of our Products & Healthcare Services segment.

There is no set timetable for the potential sale and there can be no assurance that we will complete a transaction.

Expected Acquisition of Rotech

On July 22, 2024, we entered into an Agreement and Plan of Merger to acquire Rotech Healthcare Holdings Inc., (Rotech) for $1.36 billion in cash.

Given anticipated tax benefits of approximately $40 million from the transaction, the net purchase price is approximately $1.32 billion.

Rotech is a national leader in providing home medical equipment in the U.S.

The definitive agreement contains certain termination rights for the Company and Rotech.

In the event that we terminate the contract, we will be required to pay Rotech a termination fee of $70 million.

The transaction is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart Scott Rodino Act, and is expected to close in the first half of 2025.

We have fully committed financing in place and expect to use a combination of cash and incremental borrowings to fund the purchase price.

We expect Rotech to be included in our Patient Direct segment subsequent to the acquisition close date.

Acquisition of Apria

On March 29, 2022 (Acquisition Date), we completed the acquisition of 100% of Apria, Inc.

On March 29, 2022 (Apria Acquisition Date), we completed the acquisition of 100% of Apria, Inc.

(Apria) pursuant to the Agreement and Plan of Merger dated January 7, 2022 (Apria Acquisition), in exchange for approximately $1.7 billion, net of $144 million of cash acquired.

See Note 3, “Acquisitions,” of the Notes to Consolidated Financial Statements included in this annual report for further information.

See Note 3, “Acquisitions,” in the Notes to Consolidated Financial Statements included in this annual report for further information.

This division is reported in the Patient Direct segment.

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This segment is vertically-integrated, starting with Americas-based manufacturing, using our proprietary technology, teammates, and leased or owned production facilities.

We manufacture from raw material all the way to finished goods before transferring product to our distribution center network.

We manufacture and source medical surgical products through our production and kitting operations from raw material all the way to finished goods before transferring product to our distribution center network.

We provide medical supplies and solutions

for infection prevention across acute, alternate site and consumer channels.

Our portfolio of medical and surgical supplies includes branded products purchased from manufacturers and our own proprietary products.

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Investments in information technology support our business, including warehouse management systems, customer service and ordering functions, demand forecasting programs, electronic commerce, data warehousing, decision support and supply chain management.

For the products we manufacture, we operate distribution centers located in the U.S.

that ship finished products to customers, as well as other distribution sites that also have customer shipping capabilities, in order to optimize cost and customer service requirements.

We customize product deliveries, whether the orders are “just-in-time,” “low-unit-of-measure,” pallets, or truckloads.

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As a result, this fee-for-service pricing model aligns the fees we charge with the cost of the services provided, which is a component of distribution, selling and administrative (DS&A) expenses, rather than with the cost of the product, which is a component of cost of goods sold.

Our Products & Healthcare Services segment manufactures and sources medical surgical products through our production and kitting operations.

We provide medical supplies and solutions for the prevention of healthcare-associated infections across the acute and alternate site channels.

Our manufacturing facilities are located in the U.S., Thailand, Honduras, Mexico and Ireland.

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We aim to provide a compelling value proposition to patients, providers and Payors by allowing patients to receive necessary care and services in the comfort of their own home, while, at the same time, reducing the costs of treatment.

Patient Direct has a nationwide sales force, focusing on managed care and key referral sources, along with centers of excellence strategically located in the U.S.

Patient Direct has a nationwide sales force, focusing on managed care and key referral sources and a national pharmacy, along with centers of excellence strategically located in the U.S.

aligned with specific mail order product categories and a nationwide network with over 300 locations to optimize shipping distance and time, to serve patients.

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(Premier) and HealthTrust Purchasing Group (HPG).

Below is a summary of these agreements:

Sales to Members as a

Year of Renewal or

% of Consolidated

Net Revenue in 2023

All contracts

remained active as of December 31, 2024.

Sales to Vizient, Premier, and HPG represented 33%, 21%, and 10% of consolidated net revenue in 2024.

We have our own independent relationships with most of our hospital customers through separate contractual commitments that may or may not be based upon the terms of our agreement with the GPO.

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For Patient Direct, we have developed internal expertise to manage the unique reimbursement requirements of certain Payors and continue to negotiate simplifications in the claims submission process in an effort to reduce subsequent denials and shorten related collection periods.

Our policy is to collect co-payments from the patient or applicable secondary Payor.

In the absence of a secondary Payor, we generally require the co-payment to be paid at the time the patient is initially established.

Our general practice is to collect co-payments from the patient or applicable secondary Payor.

We actively manage our accounts receivable to minimize credit risk, days sales outstanding (DSO) and accounts receivable carrying costs.

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The RPA is separate and distinct from the accounts receivable securitization program (Receivables Financing Agreement) .

As a result of the amendment described below, we do not expect to utilize the RPA in the future.

On October 18, 2024, O&M Funding and Owens & Minor Medical, LLC., each a wholly-owned subsidiary of the Company, entered into a Receivables Purchase Agreement (the Receivables Sale Program) with persons from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $450 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash.

The Receivables Sale Program amends and restates in its entirety, the Receivables Financing Agreement, dated as of February 19, 2020.

The industries in which we operate are highly competitive.

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To successfully compete, we must demonstrate that our products offer higher quality, more innovative features or better value versus other products.

In our Patient Direct segment, we compete against national providers that deliver products and services to patients’ homes, including AdaptHealth Corp., Lincare, Rotech, Aerocare, Inogen, Viemed Healthcare, Inc., as well as regional and local providers.

In our Patient Direct segment, we compete with many healthcare companies across a variety of channels to provide medical supplies and related services for in-home care.

We compete against national providers and numerous regional and local providers that deliver products and services to patients’ homes, including AdaptHealth Corp., Lincare, Inogen, Viemed Healthcare, Inc.

Rotech is also present in the home healthcare industry.

In addition, pharmacy benefit managers, such as CVS Health Corporation, compete with us in the home healthcare market.

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We continuously engage in research and development to commercialize new products and enhance the effectiveness, reliability and safety of our existing products.

In our Products & Healthcare Services segment, we are focused on maintaining and improving our market position by providing innovative customer-preferred product enhancements, with a particular emphasis on the operating room.

Leveraging customer insights and our vertically integrated manufacturing capabilities, we seek to continuously improve our product designs, specifications and features to deliver cost efficiencies while improving healthcare worker and patient protection.

We continuously refresh our surgical drape and gown portfolio to ensure that our products are aligned with the latest medical and procedural standards.

Our research team works with healthcare providers to develop and design exam glove and apparel portfolios that optimize comfort and fit and provide cost-effective infection prevention solutions for use by healthcare providers.

We are also investing in new categories and solutions that complement our technical expertise and existing intellectual property.

We are particularly focused on those new categories that we believe will leverage our existing scalable technology platforms as well as our sales and marketing expertise.

We incurred research and development costs of $13 million, $13 million and $12 million for the years ended 2024, 2023 and 2022.

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On a regular basis, we review third-party proprietary rights, including patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid infringement of third-party proprietary rights, identify licensing opportunities, and monitor the intellectual property owned by others.

We have approximately 825 patents and patent applications pending in the U.S.

and other countries that relate to the technology used in many of our products.

We utilize patents in our surgical and infection protection products and currently have approximately 580 issued patents.

We have patents and patent applications pending in the U.S.

and other countries that relate to the technology used in many of our products including our surgical and infection protection products.

These patents generally expire between 2025 and 2044.

We do not license any patents from third parties that are material to our business.

We also file patent applications for innovative product lines and solutions that result from our technical expertise.

In order to protect our ongoing research & development investments, we have approximately 110 pending patent applications.

With respect to trademarks, we have approximately 1,280 trademarks and trademark applications pending in the U.S.

We also file patent applications for innovative product lines and solutions that result from our technical expertise in order to protect our ongoing research and development investments.

We have trademarks and trademark applications pending in the U.S.

and other countries that are used to designate or identify our company or products.

We have approximately 1,100 registered trademarks and approximately 175 pending trademark applications.

We manufacture and distribute products bearing the well-known “Halyard” brand.

Other well-known registered trademarks we use include:

Aero Blue, Apria, Byram Healthcare, Quick Check, Smart-Fold, Orange, One Step, Purple, Purple Nitrile, Purple Nitrile-Xtra, Lavender, Sterling, and Safeskin.

Aero Blue, Apria, Byram Healthcare, QSIGHT, Quick Check, Smart-Fold, Orange, One Step, Purple, Purple Nitrile, Purple Nitrile-Xtra, Lavender, Sterling, and Safeskin.

We consider the patents and trademarks which we own and the trademarks under which we sell certain of our products, as a whole, to be material to our business.

However, we do not consider our business to be materially dependent upon any individual patent or trademark.

The development, manufacture, marketing, sale, promotion and distribution of products, as well as the provision of logistics and services in the healthcare industry and provisions of our contracts with certain governmental agencies, are subject to comprehensive regulation by federal, state, local and foreign governments and agencies.

The development, manufacturing, marketing, sale, promotion and distribution of products, as well as the provision of logistics and services in the healthcare industry and provisions of our contracts with certain governmental agencies, are subject to comprehensive regulation by federal, state, local and foreign governments and agencies.

Compliance with these laws and regulations is costly and materially affects our business.

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The CCPA gives California residents expanded rights to direct the use of their personal information.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that may result in data breach litigation.

Although there are limited exemptions for PHI and HIPAA regulated entities, and the CCPA’s

implementation standards and enforcement practices are continuing to develop and remain uncertain for the foreseeable future, the CCPA may increase our compliance costs and potential liability.

provides for civil penalties for violations, as well as a private right of action for data breaches that may result in data breach litigation.

Although there are limited exemptions for PHI and HIPAA regulated entities, and the CCPA’s implementation standards and enforcement practices are continuing to develop and remain uncertain for the foreseeable future, the CCPA may increase our compliance costs and potential liability.

In November 2020, Californians approved the California Privacy Rights Act (the CPRA), which modified and expanded the CCPA and established a new California Privacy Protection Agency.

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Colorado, Connecticut, Utah, and Virginia have enacted similar laws to provide for the protection of consumer privacy, and numerous other states have similar laws under consideration.

Additionally, in 2023, Washington state passed the My Health My Data Act (“MHMDA”) — a comprehensive data privacy law that imposes significant obligations on entities doing business or targeting consumers in Washington and creates a private right of action that may invite an influx of litigation.

Some of the MHMDA’s provisions went into effect in July 2023 and in March 2024.

The Florida Legislature passed an update to the Florida Electronic Health Records Exchange Act that prohibits health care providers that use certified health record technologies from storing electronic health records outside the United States, its territories, or Canada.

Health care providers covered by the Florida Electronic Health Records Exchange Act must comply with the updated law by July 1, 2023.

The ban also applies to patient information stored through a third-party or subcontracted computing facility or cloud computing service.

Additionally, the FTC and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving standards for the online collection, use, dissemination and security of PHI and other personal information.

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In the U.S., the Federal Food, Drug, and Cosmetic Act (FFDCA), Food and Drug Administration (FDA) regulations and other federal and state statutes and regulations govern, among other things, medical device design and development, preclinical and clinical testing, premarket clearance or approval, registration and listing, manufacturing, labeling, storage, advertising and promotion, sales and distribution and post-market surveillance.

Even after obtaining the requisite approvals, products may still be the subject of regulatory action if new facts concerning their safety and efficacy come to light.

Healthcare regulation is subject to change and can have a considerable impact on the marketing

of products and services that we offer.

Such regulatory changes could affect our ability to obtain or maintain approval of our products, which could result in us being required to withdraw such products from the market.

The FDA regulates advertising and promotional activities for products in the U.S., requiring advertising, promotional materials, and labeling to be truthful and not misleading, and products to be marketed only for their approved indications and in accordance with the provisions of the approved label or marketing clearance.

The FDA and DOJ actively investigates allegations of off-label promotion in order to enforce regulations prohibiting these types of activities.

The FDA routinely issues informal and more formal communications such as untitled letters or warning letters interpreting its authority over these matters.

While such communications may not be considered final agency decisions, many companies may decide not to contest the agency’s interpretations so as to avoid disputes with the FDA, even if they believe the claims they were making to be truthful, not misleading and otherwise lawful.

The DOJ has used the federal False Claims Act to address and enforce alleged misconduct involving the content of promotional messaging.

We must also comply with laws and regulations governing operations, storage, transportation, manufacturing, sales, safety and security standards for each of our manufacturing and distribution centers.

This includes oversight by the FDA, the Centers for Medicare and Medicaid Services, the Drug Enforcement Agency, the Department of Transportation, the Environmental Protection Agency, the Department of Homeland Security (DHS), the Occupational Safety and Health Administration, the Department of Labor, the Equal Employment Opportunity Commission, and state boards of pharmacy, or similar state licensing boards and regulatory agencies.

This includes oversight by the FDA, the Centers for Medicare and Medicaid Services, the Drug Enforcement Agency, the Department of Transportation, the Environmental Protection Agency (EPA), the Department of Homeland Security (DHS), the Occupational Safety and Health Administration, the Department of Labor, the Equal Employment Opportunity Commission, and state boards of pharmacy, or similar state licensing boards and regulatory agencies and other federal and state regulatory authorities.

For example, our locations that fill and distribute medical oxygen containers must register with the FDA as a medical gas manufacturer, and these registered locations are subject to extensive regulation.

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The FDA and state authorities conduct periodic, unannounced inspections at our facilities to assess compliance with cGMPs and other regulations.

Failure to comply with applicable requirements can lead to a variety of administrative or legal sanctions, such as warning letters, product recalls, product seizures, total

or partial suspension of production or distribution, injunctions, fines, civil penalties and criminal prosecution.

Failure to comply with applicable requirements can lead to a variety of administrative or legal sanctions, such as warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties and criminal prosecution.

We expend significant resources to achieve compliance with federal and state law requirements at each of our facilities.

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and abroad are considering new or expanded laws to address climate change.

Such laws, including recent California legislation, may include limitations on greenhouse gas emissions, mandates that companies implement processes to monitor and disclose climate-related matters, additional taxes or offset charges on specified energy sources, and other requirements.

Such laws, including recent California legislation, may include limitations on greenhouse gas emissions,

mandates that companies implement processes to monitor and disclose climate-related matters, additional taxes or offset charges on specified energy sources, and other requirements.

Compliance with climate-related laws may be further complicated by disparate regulatory approaches in various jurisdictions.

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Fraud and Abuse Laws

There are various federal and state laws that regulate the operation of healthcare providers, including those that prohibit fraudulent and abusive business practices by healthcare providers, suppliers, and parties that contract with such providers and suppliers who participate in, receive payments from or are in a position to make or influence referrals in

connection with government-sponsored healthcare programs, including the Medicare and Medicaid programs.

Of particular importance, each of which may be amended and updated from time to time, are:

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Courts have interpreted this statute broadly and held that there is a violation of the Anti-Kickback Statute if just one purpose of the remuneration is to generate referrals.

Violations of the federal Anti-Kickback Statute may result in civil monetary penalties up to $50,000 for each violation, plus up to three times the remuneration involved.

Civil penalties for such conduct can further be assessed under the federal False Claims Act (FCA).

Violations can also result in criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to 10 years.

Violations of the federal Anti-Kickback Statute may result in civil and criminal penalties.

Similarly, violations can result in exclusion from participation in government healthcare programs, including Medicare and Medicaid;

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The Stark Law also prohibits entities that provide designated health services reimbursable by Medicare and Medicaid from billing the Medicare and Medicaid programs for any items or services that result from a prohibited referral and requires the entities to refund amounts received for items or services provided pursuant to the prohibited referral on a timely basis.

Sanctions for violating the Stark Law include denial of payment, civil monetary penalties of up to $27,750 per claim submitted and exclusion from the federal healthcare programs.

Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the FCA.

The statute also provides for a penalty of up to $185,009 for a circumvention scheme;

Sanctions for violating the Stark Law include denial of payment, civil monetary penalties and exclusion from the federal healthcare programs.

● The FCA and similar state laws provide, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved.

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Submission of claims for services or items generated in violation of the Anti-Kickback Statute constitutes a false or fraudulent claim under the FCA.

The federal government has taken the position, and some courts have held, that providers who allegedly have violated other statutes, such as the Stark Law, have thereby submitted false claims under the FCA.

The FCA may be enforced directly by the federal government or by a whistleblower on the government’s behalf;

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Any such investigation or settlement could increase costs or otherwise have an adverse effect on operations.

In addition, because of the potential for large monetary exposure under the FCA, which provides for treble damages and mandatory minimum penalties of $13,508 to $27,018 per false claim or statement, with such penalty amounts being updated from time to time, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings.

In addition, because of the potential for large monetary exposure under the FCA, which provides for treble damages and mandatory minimum penalties, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings.

Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement.

Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

On December 18, 2020, prior to the completion of the Apria Acquisition on the Acquisition Date, a federal judge approved a civil and administrative settlement between Apria and the U.S.

On December 18, 2020, prior to the completion of the Apria Acquisition on the Apria Acquisition Date, a federal judge approved a civil and administrative settlement between Apria and the U.S.

and certain state Medicaid programs, in a complaint filed by three relators under the qui tam provisions of the FCA, 31 U.S.C.

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Apria did not admit that any of its conduct was illegal or otherwise improper.

All amounts were paid prior to the Acquisition Date.

All amounts were paid prior to the Apria Acquisition Date.

As part of the settlement, Apria also entered into a five-year Corporate Integrity Agreement (CIA) with the HHS OIG.

The CIA requires Apria to maintain its ongoing corporate compliance program and implement a set of defined corporate integrity activities for a period of five years from the effective date of the CIA.

Among other things, the CIA requires Apria to impose certain oversight obligations on Apria’s board of directors;

Among other things,

the CIA requires Apria to impose certain oversight obligations on Apria’s board of directors;

provide certain management certifications;

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In the European Union, the General Data Protection Regulation (EU GDPR) imposes a comprehensive data protection regime with the potential for regulatory fines as well as data breach litigation by impacted data subjects.

Under the EU GDPR, regulatory penalties may be passed by data protection authorities for up to the greater of 4% of worldwide turnover or €20 million.

The United Kingdom (U.K.) has implemented similar legislation (the U.K.

Under the EU GDPR, regulatory penalties may be passed by data protection authorities.

The United Kingdom (U.K.) has implemented similar legislation (U.K.

GDPR) that carries similar compliance and operational costs, and potential fines, as the EU GDPR.

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Foreign Corrupt Practices Act (FCPA) and the U.K.

These regimes have been the focus of increasing enforcement activity globally in recent years.

These regimes have been the focus of

increasing enforcement activity globally in recent years.

A violation of the FCPA or other similar laws by us and/or our agents or representatives could result in, among other things, the imposition of fines and penalties, changes to our business practices, the termination of or other adverse impacts under our contracts or debarment from bidding on contracts, and/or harm to our reputation, any of which could have a material adverse effect on our business, results of operations, financial condition, cash flows and stock price.

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The scope and interpretation of the laws that are or may be applicable to the delivery of consumer phone calls, emails and text messages are continuously evolving and developing.

If we do not comply with these laws or regulations or if we become liable under these laws or regulations, we could face direct

liability, could be required to change some portions of our business model, could face negative publicity and our business, financial condition, results of operations and cash flows could be adversely affected.

If we do not comply with these laws or regulations or if we become liable under these laws or regulations, we could face direct liability, could be required to change some portions of our business model, could face negative publicity and our business, financial condition, results of operations and cash flows could be adversely affected.

Fair Debt Collection Practices Act

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Through their creativity, talent and hard work, our teammates allow us to offer exceptional products and services, and they provide the force that propels our mission to empower our customers to advance healthcare.

Thus, we are committed to maintaining a culture and providing benefits that will attract and retain top talent.

We are also committed to creating a diverse and inclusive environment that allows our teammates to perform at a high level, emphasizes a culture of safety and is conducive to professional and personal growth.

Thus, we are committed to maintaining a results-driven culture and providing benefits that will attract and retain top talent.

We are also committed to creating an environment that allows our teammates to perform at a high level, emphasizes a culture of safety and is conducive to professional and personal growth.

At the end of 2024, we employed approximately 13,500 full-time and part-time teammates in the U.S.

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We have also implemented enterprise-wide talent development and succession planning programs designed to identify future and/or replacement candidates for key positions.

In addition to compensation, we promote numerous charitable, philanthropic, and social awareness programs that not only support the communities we serve, but also provide experiences for teammates to promote a collaborative and rewarding work environment.

addition to compensation, we promote numerous charitable, philanthropic, and social awareness programs that not only support the communities we serve, but also provide experiences for teammates to promote a collaborative and rewarding work environment.

In 2021, we established the Owens & Minor Foundation, which is dedicated to building healthier communities through impactful contributions to the charitable and civic organizations it serves.

The Owens & Minor Foundation focuses on three primary areas, the environment, healthcare, and our culture.

In order to take advantage of available opportunities and successfully implement our long-term strategy, we understand that we must be able to employ, train and retain skilled personnel.

To that end, we support and utilize various training and educational initiatives, and we have developed Company-wide and project-specific teammate training and educational programs.

Key programs focus on teammate safety, leadership development, health and wellness, work-life balance, talent management, diversity and inclusion, and teammate engagement.

We believe that diversity, inclusion, and teammate engagement are integral to our Life Takes Care purpose, vision, strategy and business success.

We pride ourselves on sustaining a culture that respects teammates and values concern for others.

We believe that fostering an environment that values diversity, inclusion and ethical conduct creates an organization that is able to embrace, leverage and respect differences among our teammates, customers and the communities where we live, work and serve.

As a result, we created Teammate Resource Groups (TRGs) to provide support and help in personal and career development while creating a safe space where teammates can bring their authentic selves to work every day.

Our current TRGs include Black Heritage, Outreach, Mentorship and Enrichment, Asian and Pacific Islanders Rising to Excellence,

Hispanic Organization for Leadership and Achievement, LGBTQ+, Veterans, Women’s Empowerment Network, Women in Technology, Diverse Abilities Inclusion and Support, and Young Emerging Professionals.

Key programs focus on teammate safety, leadership development, health and wellness, work-life balance, talent management, and teammate engagement.

We believe that teammate engagement is integral to our Life Takes Care purpose, vision, strategy and business success.

We also believe that our teammates are the face of Owens & Minor, and we expect every teammate to model our values and commitment to ethical business practices as set forth in our Code of Honor.

In 2021, we established the Owens & Minor Foundation, which is dedicated to building healthier communities through impactful contributions to the charitable and civic organizations it serves.

The Owens & Minor Foundation focuses on three primary areas, the environment, healthcare, and diversity and inclusion.

We believe that our efforts to create an environment that is conducive to our values and teammate success have been rewarded.

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We believe teammate benefits are an essential component of a competitive total compensation package.

Our benefits programs are designed to attract and retain top talent, and include medical, health and dental insurance, short-term and long-term disability insurance, accidental death and dismemberment insurance, life insurance, travel and accident insurance, our annual and long-term incentive plans, teammate stock purchase plan and our 401(k) savings and retirement plan.

Our benefits programs are designed to attract and retain top talent, and include health insurance, short-term and long-term disability insurance, accidental death and dismemberment insurance, life insurance, and accident insurance, our annual and long-term incentive plans, teammate stock purchase plan and our 401(k) savings and retirement plan.

Our Board of Directors’ Role in Human Capital Resource Management

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Our Board also believes that effective human capital management is vital to maintaining a culture that reflects our core values and our shared commitment to excellence and ethical business practices.

Management regularly reports to the Our People & Culture Committee of the Board on human capital management topics, including corporate culture, diversity and inclusion, teammate development, compensation, and benefits.

Management regularly reports to the Our People & Culture Committee of the Board on human capital management topics, including corporate culture, teammate development, compensation, and benefits.

From time to time, we also conduct teammate engagement surveys to solicit feedback, and report findings from these surveys to the Board.

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Available Information

The Company files annual reports, quarterly reports, proxy statements and other documents with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934.

The Company files annual reports, quarterly reports, proxy statements and other documents with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended (Exchange Act).

We make these filings available free of charge through the SEC Filings link in the Investor Relations content section on our website located at www.owens-minor.com as soon as reasonably practicable after they are filed with or furnished to the SEC.

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The public can obtain any documents that the Company files with the SEC at www.sec.gov.

We announce material financial information to our investors using our investor relations website, SEC filings, press releases, public conference calls and webcasts.

We use these channels as well as social media and blogs to communicate with our teammates and the public about our company, our services and other issues.

We announce material financial information to our investors using our Investor Relations website, including SEC filings, press releases, public conference calls and webcasts.

We use these channels as well as social media and blogs to communicate with our teammates and the public about our Company, our services and other developments.

It is possible that the information we post on social media and blogs could be deemed to be material information.

Therefore, we encourage

investors, the media, and others interested in our Company to review the information we post on the social media channels and blogs listed on our Investor Relations website.

Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on the social media channels and blogs listed on our Investor Relations website.

Additionally, we have adopted a written Code of Honor that applies to all of our directors, officers and teammates, including our principal executive officer and senior financial officers.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business