Owens&Minor Investor Conference Presentation Deck
Safe Harbor
2
This presentation contains certain "forward looking" statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act
of 1995. These statements include, but are not limited to, statements regarding the proposed transaction with Apria, Inc. ("Apria") and opportunities related
thereto, expectations with respect to our financial performance and related assumptions, the Owens & Minor, Inc.'s ("Owens & Minor" or the "Company")
business, the impact of COVID-19 on the Company's results and operations, and the Company's financial targets. Forward looking statements involve
known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected, targeted or
contemplated in the forward looking statements, including that the proposed transaction will not be completed on a timely basis or at all, whether due to the
failure to satisfy the conditions of the related agreement or otherwise, the possibility that stockholders of Apria may not approve the transaction, the risk that
problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively
and efficiently as expected and the risk that the combined company may be unable to achieve synergies or that it may take longer than expected to achieve
those synergies. Investors should refer to each of Owens & Minor's and Apria's Annual Report on Form 10-K for the year ended December 31, 2021 filed
with the SEC, including the sections captioned "Cautionary Note Regarding Forward Looking Statements" and "Item 1A. Risk Factors," and subsequent
current reports on Form 8-K filed with the SEC, for a discussion of certain known risk factors that could cause the Company's actual results to differ
materially from those projected, targeted or contemplated in the forward looking statements. Given these risks and uncertainties, Owens & Minor can give
no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. Owens &
Minor specifically disclaims any obligation to update or revise any forward-looking statements, as a result of new information, future developments or
otherwise.
This presentation includes certain combined financial information which reflects the sum of the relevant financial information for the Company and Apria
without any other adjustments and refer to such presentation as on a "combined" basis for the applicable period. This combination does not comply with
U.S. GAAP or with the rules for pro forma presentation. As a result, the combined financial information included in this presentation may differ from pro
forma financial information prepared in accordance with U.S. GAAP and the rules and regulations of the SEC, and any such differences could be material.
Numerical figures included in this presentation have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables
may not be arithmetic aggregations of the figures that precede them. As such, the corresponding percentage aggregations may not sum to 100%.
We present certain potential cost savings as an adjustment to Combined Adjusted EBITDA because we expect them to be a permitted addback pursuant to
agreements that govern our indebtedness. These potential cost savings are based on assumptions and estimates that could be proved to be incorrect, and
accordingly should not be viewed as a projection of future performance.
Certain financial measures included herein are not made in accordance with U.S. GAAP and use of such terms varies from others in the same industry.
Management uses these non-GAAP financial measures internally to evaluate our performance, evaluate the balance sheet, engage in financial and
operational planning and determine incentive compensation. Non-GAAP financial measures should not be considered as alternatives to measures derived
in accordance with U.S. GAAP. Non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or
as substitutes for results as reported under U.S. GAAP. The appendix to this presentation includes a reconciliation of these non-GAAP financial measures
to the most directly comparable financial measures calculated in accordance with U.S. GAAP.
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