Walgreens Boots Alliance Reports Fiscal 2024 Second Quarter Results
Second quarter operational results in line with expectations,
Second quarter financial highlights
- Second quarter loss per share* was
$6.85 compared to earnings per share of$0.81 in the year-ago quarter; Second quarter results included a$5.8 billion after-tax non-cash impairment charge related toVillageMD goodwill - Adjusted earnings per share (EPS)** increased 3.4 percent to
$1.20 , up 2.8 percent on a constant currency basis reflecting lower adjusted effective tax rate** and improved profitability inU.S. Healthcare - Second quarter sales increased 6.3 percent year-over-year to
$37.1 billion , up 5.7 percent on a constant currency basis
Fiscal 2024 guidance
- Narrowing fiscal 2024 adjusted EPS** guidance to
$3.20 to$3.35 , reflecting challenging retail environment in theU.S. , early wind-down of sale-leaseback program, and lower earnings due to Cencora share sales, offset by execution in pharmacy services and a lower adjusted effective tax rate** - Maintaining
U.S. Healthcare adjusted EBITDA** to be breakeven at the midpoint of the guidance range of($50) million to$50 million
Chief Executive Officer
"We're encouraged by our first quarter of
We remain confident in our goal of achieving
Overview of Second Quarter Results
WBA second quarter sales increased 6.3 percent from the year-ago quarter to
Second quarter operating loss was
Net loss in the second quarter was
Loss per share in the second quarter was
Net cash used for operating activities was
Overview of Fiscal 2024 Year-to-Date Results
Sales in the first six months of fiscal 2024 increased 8.1 percent from the year-ago period to
Operating loss in the first six months of fiscal 2024 was
Net loss for the first six months of fiscal 2024 was
Loss per share for the first six months of fiscal 2024 was
Net cash used for operating activities was negative
Business Segments
|
Three months ended |
|
Six months ended |
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|
|
|
|
|
|
|
|
||||
Sales |
$ |
28,861 |
|
$ |
27,577 |
|
$ |
57,805 |
|
$ |
54,781 |
Adjusted operating income *** |
$ |
752 |
|
$ |
1,067 |
|
$ |
1,446 |
|
$ |
2,172 |
Pharmacy sales increased 8.2 percent compared to the year-ago quarter. Comparable pharmacy sales increased 8.7 percent in the quarter compared to the year-ago quarter, benefiting from higher branded drug inflation and strong execution in pharmacy services. Comparable prescriptions filled in the second quarter, adjusted to 30-day equivalents increased 2.7 percent from the year-ago quarter while comparable prescriptions excluding immunizations increased 2.9 percent. Total prescriptions filled in the quarter, including immunizations, adjusted to 30-day equivalents was 305.7 million, an increase of 2.6 percent versus the prior year quarter.
Retail sales decreased 4.5 percent and comparable retail sales decreased 4.3 percent compared with the year-ago quarter, reflecting a challenging retail environment, channel shift, and a weaker respiratory season, including a 170 basis point impact from lower seasonal and general merchandise sales, a 90 basis point direct impact from softer cold cough flu trends, and a 40 basis point impact from adverse January weather.
Adjusted operating income** decreased 29.5 percent to
International
|
Three months ended |
|
Six months ended |
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|
|
|
|
|
|
|
|
||||
Sales |
$ |
6,022 |
|
$ |
5,651 |
|
$ |
11,854 |
|
$ |
10,840 |
Adjusted operating income *** |
$ |
245 |
|
$ |
352 |
|
$ |
387 |
|
$ |
468 |
The International segment had second quarter sales of
Boots
Adjusted operating income decreased 30.3 percent to
|
Three months ended |
|
Six months ended |
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|
|
|
|
|
|
|
|
||||||||
Sales |
$ |
2,176 |
|
|
$ |
1,634 |
|
|
$ |
4,107 |
|
|
$ |
2,622 |
|
Operating loss |
$ |
(13,059 |
) |
|
$ |
(472 |
) |
|
$ |
(13,494 |
) |
|
$ |
(909 |
) |
Adjusted operating loss *** |
$ |
(34 |
) |
|
$ |
(159 |
) |
|
$ |
(129 |
) |
|
$ |
(311 |
) |
Adjusted EBITDA (Non-GAAP measure) |
$ |
17 |
|
|
$ |
(109 |
) |
|
$ |
(22 |
) |
|
$ |
(233 |
) |
Operating loss was
Adjusted EBITDA** of
Conference Call
WBA will hold a conference call to discuss the second quarter results beginning at
*All references to net earnings or net loss are to net earnings or net loss attributable to WBA, and all references to EPS are to diluted EPS attributable to WBA.
**"Adjusted," "constant currency" and free cash flow amounts are non-GAAP financial measures. Measures identified as "comparable" constitute key performance indicators. See the appendix to this release for a discussion of non-GAAP financial measures, including a reconciliation to the most closely correlated GAAP measure, and key performance indicators.
*** The Company uses Adjusted operating income (loss) as its principal measure of segment performance as it enhances the Company’s ability to compare past financial performance with current performance and analyze underlying segment performance and trends. The consolidated WBA measure is not determined in accordance with GAAP and should not be considered a substitute for, or superior to, the most directly comparable GAAP measure, consolidated operating income. See the appendix to this release for a discussion of non-GAAP financial measures, including a reconciliation to the most closely correlated GAAP measure.
Cautionary Note Regarding Forward-Looking Statements: This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, estimates of and goals for future operating, financial and tax performance and results, including the impact of opioid related claims and litigation settlements, our fiscal year 2024 guidance, outlook and targets and related assumptions and drivers, as well as forward-looking statements concerning the expected execution and effect of our business strategies, including the potential impacts on our business of COVID-19, the impact of adverse global macroeconomic conditions caused by factors including, among others, inflation, high interest rates, labor shortages, supply chain disruptions and pandemics like COVID-19 on our operations and financial results, the financial performance of our equity method investees, including Cencora, the amount of our goodwill impairment charge (which is based in part on estimates of future performance), the influence of certain holidays and seasonality, our cost-savings and growth initiatives, including statements relating to our expected cost savings under our Transformational Cost Management Program and expansion and future operating and financial results of our
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated.
These risks, assumptions and uncertainties include those described in Item 1A (Risk Factors) of our Form 10-K for the fiscal year ended
We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
Please refer to the supplemental information presented below for reconciliations of the non-GAAP financial measures used in this release to the most comparable GAAP financial measure and related disclosures.
Notes to Editors:
About
Walgreens Boots Alliance (Nasdaq: WBA) is an integrated healthcare, pharmacy and retail leader serving millions of customers and patients every day, with a 170-year heritage of caring for communities.
A trusted, global innovator in retail pharmacy with approximately 12,500 locations across the U.S., Europe and Latin America, WBA plays a critical role in the healthcare ecosystem. The Company is reimagining local healthcare and well-being for all as part of its purpose – to create more joyful lives through better health. Through dispensing medicines, improving access to a wide range of health services, providing high quality health and beauty products and offering anytime, anywhere convenience across its digital platforms, WBA is shaping the future of healthcare.
WBA employs more than 315,000 people and has a presence in eight countries through its portfolio of consumer brands: Walgreens, Boots, Duane Reade, the No7 Beauty Company and Benavides in Mexico. Additionally, WBA has a portfolio of healthcare-focused investments located in several countries, including China and the U.S.
The Company is proud of its contributions to healthy communities, a healthy planet, an inclusive workplace and a sustainable marketplace. WBA has been recognized for its commitment to operating sustainably: the Company is an index component of the Dow Jones Sustainability Indices (DJSI) and was named to the 100 Best Corporate Citizens 2022.
(WBA-ER)
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) (in millions, except per share amounts) |
|||||||||||||||
|
Three months ended |
|
Six months ended |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Sales |
$ |
37,052 |
|
|
$ |
34,862 |
|
|
$ |
73,760 |
|
|
$ |
68,244 |
|
Cost of sales |
|
30,012 |
|
|
|
27,807 |
|
|
|
59,948 |
|
|
|
54,236 |
|
Gross profit |
|
7,041 |
|
|
|
7,055 |
|
|
|
13,811 |
|
|
|
14,008 |
|
Selling, general and administrative expenses |
|
7,921 |
|
|
|
6,934 |
|
|
|
14,772 |
|
|
|
20,091 |
|
Impairment of goodwill |
|
12,369 |
|
|
|
— |
|
|
|
12,369 |
|
|
|
— |
|
Equity earnings in Cencora |
|
79 |
|
|
|
75 |
|
|
|
120 |
|
|
|
129 |
|
Operating (loss) income |
|
(13,171 |
) |
|
|
197 |
|
|
|
(13,209 |
) |
|
|
(5,954 |
) |
Other income (expense), net |
|
195 |
|
|
|
552 |
|
|
|
(25 |
) |
|
|
1,544 |
|
(Loss) earnings before interest and income tax (benefit) provision |
|
(12,976 |
) |
|
|
749 |
|
|
|
(13,235 |
) |
|
|
(4,410 |
) |
Interest expense, net |
|
138 |
|
|
|
141 |
|
|
|
237 |
|
|
|
252 |
|
(Loss) earnings before income tax (benefit) provision |
|
(13,114 |
) |
|
|
607 |
|
|
|
(13,472 |
) |
|
|
(4,662 |
) |
Income tax (benefit) provision |
|
(782 |
) |
|
|
70 |
|
|
|
(856 |
) |
|
|
(1,377 |
) |
Post-tax earnings from other equity method investments |
|
10 |
|
|
|
6 |
|
|
|
16 |
|
|
|
13 |
|
Net (loss) earnings |
|
(12,322 |
) |
|
|
544 |
|
|
|
(12,600 |
) |
|
|
(3,272 |
) |
Net loss attributable to non-controlling interests |
|
(6,415 |
) |
|
|
(159 |
) |
|
|
(6,625 |
) |
|
|
(253 |
) |
Net (loss) earnings attributable to |
$ |
(5,908 |
) |
|
$ |
703 |
|
|
$ |
(5,975 |
) |
|
$ |
(3,018 |
) |
|
|
|
|
|
|
|
|
||||||||
Net (loss) earnings per common share: |
|
|
|
|
|
|
|
||||||||
Basic |
$ |
(6.85 |
) |
|
$ |
0.81 |
|
|
$ |
(6.93 |
) |
|
$ |
(3.50 |
) |
Diluted |
$ |
(6.85 |
) |
|
$ |
0.81 |
|
|
$ |
(6.93 |
) |
|
$ |
(3.50 |
) |
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
||||||||
Basic |
|
862.5 |
|
|
|
862.6 |
|
|
|
862.8 |
|
|
|
863.1 |
|
Diluted |
|
862.5 |
|
|
|
863.4 |
|
|
|
862.8 |
|
|
|
863.1 |
|
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (in millions) |
||||||
|
|
|
|
|
||
Assets |
|
|
|
|
||
Current assets: |
|
|
|
|
||
Cash and cash equivalents |
|
$ |
668 |
|
$ |
739 |
Accounts receivable, net |
|
|
6,200 |
|
|
5,381 |
Inventories |
|
|
8,557 |
|
|
8,257 |
Other current assets |
|
|
1,136 |
|
|
1,127 |
Total current assets |
|
|
16,561 |
|
|
15,503 |
|
|
|
|
|
||
Non-current assets: |
|
|
|
|
||
Property, plant and equipment, net |
|
|
10,121 |
|
|
11,587 |
Operating lease right-of-use assets |
|
|
21,342 |
|
|
21,667 |
|
|
|
15,814 |
|
|
28,187 |
Intangible assets, net |
|
|
12,984 |
|
|
13,635 |
Equity method investments |
|
|
3,256 |
|
|
3,497 |
Other non-current assets |
|
|
4,128 |
|
|
2,550 |
Total non-current assets |
|
|
67,646 |
|
|
81,125 |
Total assets |
|
$ |
84,207 |
|
$ |
96,628 |
|
|
|
|
|
||
Liabilities, redeemable non-controlling interests and equity |
|
|
|
|
||
Current liabilities: |
|
|
|
|
||
Short-term debt |
|
$ |
1,937 |
|
$ |
917 |
Trade accounts payable |
|
|
12,775 |
|
|
12,635 |
Operating lease obligations |
|
|
2,339 |
|
|
2,347 |
Accrued expenses and other liabilities |
|
|
7,522 |
|
|
8,426 |
Income taxes |
|
|
342 |
|
|
209 |
Total current liabilities |
|
|
24,915 |
|
|
24,535 |
|
|
|
|
|
||
Non-current liabilities: |
|
|
|
|
||
Long-term debt |
|
|
7,535 |
|
|
8,145 |
Operating lease obligations |
|
|
21,812 |
|
|
22,124 |
Deferred income taxes |
|
|
1,238 |
|
|
1,318 |
Accrued litigation obligations |
|
|
6,123 |
|
|
6,261 |
Other non-current liabilities |
|
|
7,220 |
|
|
5,757 |
Total non-current liabilities |
|
|
43,928 |
|
|
43,605 |
|
|
|
|
|
||
Redeemable non-controlling interests |
|
|
172 |
|
|
167 |
Total equity |
|
|
15,192 |
|
|
28,322 |
Total liabilities, redeemable non-controlling interests and equity |
|
$ |
84,207 |
|
$ |
96,628 |
|
||||||||
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS |
||||||||
(UNAUDITED) |
||||||||
(in millions) |
||||||||
|
|
Six months ended |
||||||
|
|
|
|
|
||||
Cash flows from operating activities: |
|
|
|
|
||||
Net loss |
|
$ |
(12,600 |
) |
|
$ |
(3,272 |
) |
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: |
|
|
|
|
||||
Depreciation and amortization |
|
|
1,230 |
|
|
|
1,055 |
|
Deferred income taxes |
|
|
(1,331 |
) |
|
|
(1,600 |
) |
Stock compensation expense |
|
|
99 |
|
|
|
293 |
|
Earnings from equity method investments |
|
|
(137 |
) |
|
|
(143 |
) |
Impairment of goodwill, intangibles and long-lived assets |
|
|
13,589 |
|
|
|
196 |
|
Gain on sale of equity method investments |
|
|
(758 |
) |
|
|
(1,512 |
) |
Gain on sale-leaseback transactions |
|
|
(258 |
) |
|
|
(532 |
) |
Loss on variable prepaid forward contracts |
|
|
888 |
|
|
|
— |
|
Other |
|
|
(121 |
) |
|
|
(39 |
) |
Changes in certain assets and liabilities: |
|
|
|
|
||||
Accounts receivable, net |
|
|
(850 |
) |
|
|
(221 |
) |
Inventories |
|
|
(279 |
) |
|
|
(237 |
) |
Other current assets |
|
|
53 |
|
|
|
(107 |
) |
Trade accounts payable |
|
|
142 |
|
|
|
1,279 |
|
Accrued expenses and other liabilities |
|
|
20 |
|
|
|
(684 |
) |
Income taxes |
|
|
256 |
|
|
|
92 |
|
Accrued litigation obligations |
|
|
(391 |
) |
|
|
6,795 |
|
Other non-current assets and liabilities |
|
|
(471 |
) |
|
|
(125 |
) |
Net cash (used for) provided by operating activities |
|
|
(918 |
) |
|
|
1,239 |
|
Cash flows from investing activities: |
|
|
|
|
||||
Additions to property, plant and equipment |
|
|
(858 |
) |
|
|
(1,108 |
) |
Proceeds from sale-leaseback transactions |
|
|
727 |
|
|
|
942 |
|
Proceeds from sale of other assets |
|
|
1,311 |
|
|
|
3,261 |
|
Business, investment and asset acquisitions, net of cash acquired |
|
|
(228 |
) |
|
|
(6,813 |
) |
Other |
|
|
(50 |
) |
|
|
134 |
|
Net cash provided by (used for) investing activities |
|
|
902 |
|
|
|
(3,583 |
) |
Cash flows from financing activities: |
|
|
|
|
||||
Net change in short-term debt with maturities of 3 months or less |
|
|
426 |
|
|
|
1,128 |
|
Proceeds from debt |
|
|
15,001 |
|
|
|
1,716 |
|
Payments of debt |
|
|
(14,948 |
) |
|
|
(1,530 |
) |
Acquisition of non-controlling interests |
|
|
— |
|
|
|
(1,039 |
) |
Proceeds from issuance of non-controlling interests |
|
|
— |
|
|
|
2,523 |
|
Proceeds from variable prepaid forward contracts |
|
|
424 |
|
|
|
— |
|
|
|
|
(69 |
) |
|
|
(150 |
) |
Cash dividends paid |
|
|
(828 |
) |
|
|
(829 |
) |
Other |
|
|
(132 |
) |
|
|
(53 |
) |
Net cash (used for) provided by financing activities |
|
|
(127 |
) |
|
|
1,766 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
2 |
|
|
|
13 |
|
Changes in cash, cash equivalents and restricted cash: |
|
|
|
|
||||
Net decrease in cash, cash equivalents and restricted cash |
|
|
(142 |
) |
|
|
(566 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
856 |
|
|
|
2,558 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
715 |
|
|
$ |
1,993 |
|
SUPPLEMENTAL INFORMATION (UNAUDITED)
REGARDING NON-GAAP FINANCIAL MEASURES
The following information provides reconciliations of the supplemental non-GAAP financial measures, as defined under the
These supplemental non-GAAP financial measures are presented because management has evaluated the Company’s financial results both including and excluding the adjusted items or the effects of foreign currency translation, as applicable, and believes that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of the Company from period to period and trends in the Company’s historical operating results. The Company also uses non-GAAP financial measures as a basis for certain compensation programs it sponsors. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the press release.
The Company does not provide a reconciliation for non-GAAP estimates to the most directly comparable GAAP financial measures on a forward-looking basis where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted, such as unusual one-time charges, tax expenses, and material litigation expenses, and that would impact diluted net earnings per share, the most directly comparable forward-looking GAAP financial measure. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.
Constant currency
The Company also presents certain information related to current period operating results in “constant currency,” which is a non-GAAP financial measure. These amounts are calculated by translating current period results at the foreign currency exchange rates used in the comparable period in the prior year. The Company presents such constant currency financial information because it has significant operations outside of the
Comparable sales
Fiscal 2024 second-quarter comparable sales and prescriptions filled figures for the Company exclude the benefit of this year's leap day.
For the Company's
With respect to the International segment, comparable sales, comparable pharmacy sales and comparable retail sales, are presented on a constant currency basis, which is a non-GAAP financial measure. Refer to the discussion above in "Constant currency" for further details on constant currency calculations.
Key Performance Indicators
The Company considers certain metrics, such as comparable sales (in constant currency), comparable pharmacy sales (in constant currency), comparable retail sales (in constant currency), comparable number of prescriptions, comparable prescriptions excluding immunizations, and comparable 30-day equivalent prescriptions to be key performance indicators because the Company’s management has evaluated its results of operations using these metrics and believes that these key performance indicators presented provide additional perspective and insights when analyzing the core operating performance of the Company from period to period and trends in its historical operating results. These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein. These measures may not be comparable to similarly-titled performance indicators used by other companies.
NET (LOSS) EARNINGS TO ADJUSTED NET EARNINGS AND DILUTED NET (LOSS) EARNINGS PER SHARE TO ADJUSTED DILUTED NET EARNINGS PER SHARE |
||||||||||||||||
|
|
(in millions, except per share amounts) |
||||||||||||||
|
|
|||||||||||||||
|
|
Three months ended |
|
Six months ended |
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) earnings attributable to |
|
$ |
(5,908 |
) |
|
$ |
703 |
|
|
$ |
(5,975 |
) |
|
$ |
(3,018 |
) |
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to operating (loss) income: |
|
|
|
|
|
|
|
|
||||||||
Impairment of goodwill, intangibles and long-lived assets 6 |
|
|
13,090 |
|
|
|
— |
|
|
|
13,090 |
|
|
|
— |
|
Acquisition-related costs 2 |
|
|
249 |
|
|
|
148 |
|
|
|
412 |
|
|
|
187 |
|
Acquisition-related amortization 1 |
|
|
270 |
|
|
|
247 |
|
|
|
545 |
|
|
|
577 |
|
Certain legal and regulatory accruals and settlements 7 |
|
|
242 |
|
|
|
427 |
|
|
|
324 |
|
|
|
6,981 |
|
Transformational cost management 3 |
|
|
197 |
|
|
|
145 |
|
|
|
306 |
|
|
|
283 |
|
Adjustments to equity earnings in Cencora 4 |
|
|
22 |
|
|
|
31 |
|
|
|
72 |
|
|
|
117 |
|
LIFO provision 5 |
|
|
— |
|
|
|
20 |
|
|
|
48 |
|
|
|
38 |
|
Total adjustments to operating (loss) income |
|
|
14,071 |
|
|
|
1,018 |
|
|
|
14,797 |
|
|
|
8,183 |
|
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to other income (expense), net: |
|
|
|
|
|
|
|
|
||||||||
Loss on certain non-hedging derivatives 8 |
|
|
522 |
|
|
|
— |
|
|
|
888 |
|
|
|
— |
|
Gain on sale of equity method investment 9 |
|
|
(712 |
) |
|
|
(544 |
) |
|
|
(852 |
) |
|
|
(1,513 |
) |
Loss on disposal of business 10 |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
Total adjustments to other income (expense), net |
|
|
(190 |
) |
|
|
(544 |
) |
|
|
40 |
|
|
|
(1,513 |
) |
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to interest expense, net: |
|
|
|
|
|
|
|
|
||||||||
Interest expense on debt 11 |
|
|
6 |
|
|
|
— |
|
|
|
6 |
|
|
|
— |
|
Total adjustments to interest expense, net |
|
|
6 |
|
|
|
— |
|
|
|
6 |
|
|
|
— |
|
Adjustments to income tax (benefit) provision: |
|
|
|
|
|
|
|
|
||||||||
Equity method non-cash tax 12 |
|
|
11 |
|
|
|
14 |
|
|
|
15 |
|
|
|
23 |
|
Tax impact of adjustments 12 |
|
|
(595 |
) |
|
|
(122 |
) |
|
|
(798 |
) |
|
|
(1,560 |
) |
Total adjustments to income tax (benefit) provision |
|
|
(584 |
) |
|
|
(108 |
) |
|
|
(783 |
) |
|
|
(1,537 |
) |
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to post-tax earnings from other equity method investments: |
|
|
|
|
|
|
|
|
||||||||
Adjustments to earnings in other equity method investments 13 |
|
|
9 |
|
|
|
13 |
|
|
|
19 |
|
|
|
22 |
|
Total adjustments to post-tax earnings from other equity method investments |
|
|
9 |
|
|
|
13 |
|
|
|
19 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
||||||||
Adjustments to net loss attributable to non-controlling interests: |
|
|
|
|
|
|
|
|
||||||||
Impairment of goodwill, intangibles and long-lived assets 6 |
|
|
(6,195 |
) |
|
|
— |
|
|
|
(6,195 |
) |
|
|
— |
|
Acquisition-related costs 2 |
|
|
(116 |
) |
|
|
(40 |
) |
|
|
(186 |
) |
|
|
(54 |
) |
Acquisition-related amortization 1 |
|
|
(58 |
) |
|
|
(42 |
) |
|
|
(116 |
) |
|
|
(78 |
) |
Total adjustments to net loss attributable to non-controlling interests |
|
|
(6,369 |
) |
|
|
(82 |
) |
|
|
(6,497 |
) |
|
|
(133 |
) |
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net earnings attributable to |
|
$ |
1,036 |
|
|
$ |
1,000 |
|
|
$ |
1,607 |
|
|
$ |
2,004 |
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net (loss) earnings per common share (GAAP) 14 |
|
$ |
(6.85 |
) |
|
$ |
0.81 |
|
|
$ |
(6.93 |
) |
|
$ |
(3.50 |
) |
Adjustments to operating (loss) income |
|
|
16.27 |
|
|
|
1.18 |
|
|
|
17.12 |
|
|
|
9.47 |
|
Adjustments to other income (expense), net |
|
|
(0.22 |
) |
|
|
(0.63 |
) |
|
|
0.05 |
|
|
|
(1.75 |
) |
Adjustments to interest expense, net |
|
|
0.01 |
|
|
|
— |
|
|
|
0.01 |
|
|
|
— |
|
Adjustments to income tax (benefit) provision |
|
|
(0.68 |
) |
|
|
(0.12 |
) |
|
|
(0.91 |
) |
|
|
(1.78 |
) |
Adjustments to post-tax earnings from other equity method investments |
|
|
0.01 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
|
0.03 |
|
Adjustments to net loss attributable to non-controlling interests |
|
|
(7.37 |
) |
|
|
(0.09 |
) |
|
|
(7.52 |
) |
|
|
(0.15 |
) |
Adjusted diluted net earnings per common share (Non-GAAP measure) 15 |
|
$ |
1.20 |
|
|
$ |
1.16 |
|
|
$ |
1.86 |
|
|
$ |
2.32 |
|
Weighted average common shares outstanding, diluted (in millions) 15 |
|
|
864.6 |
|
|
|
863.4 |
|
|
|
864.3 |
|
|
|
863.8 |
|
1 |
Acquisition-related amortization includes amortization of acquisition-related intangible assets, inventory valuation adjustments and stock-based compensation fair valuation adjustments. Amortization of acquisition-related intangible assets includes amortization of intangible assets such as customer relationships, trade names, trademarks, developed technology and contract intangibles. Intangible asset amortization excluded from the related non-GAAP measure represents the entire amount recorded within the Company’s GAAP financial statements. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP measures. Amortization expense, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired, or the estimated useful life of an intangible asset is revised. These charges are primarily recorded within Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. The stock-based compensation fair valuation adjustment reflects the difference between the fair value based remeasurement of awards under purchase accounting and the grant date fair valuation. Post-acquisition compensation expense recognized in excess of the original grant date fair value of acquiree awards are excluded from the related non-GAAP measures as these arise from acquisition-related accounting requirements or agreements, and are not reflective of normal operating activities. |
2 |
Acquisition-related costs are transaction and integration costs associated with certain merger, acquisition and divestitures related activities recorded in Operating (loss) income within the Consolidated Condensed Statement of Earnings. Examples of such costs include deal costs, severance, stock-based compensation, employee transaction success bonuses, and other integration related exit and disposal charges. These charges are primarily recorded within Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. These costs are significantly impacted by the timing and complexity of the underlying merger, acquisition and divestitures related activities and do not reflect the Company’s current operating performance. |
3 |
Transformational Cost Management Program charges are costs associated with a formal restructuring plan. These charges are primarily recorded in Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. These costs do not reflect current operating performance and are impacted by the timing of restructuring activity. |
4 |
Adjustments to equity earnings in Cencora consist of the Company’s proportionate share of non-GAAP adjustments reported by Cencora consistent with the Company’s non-GAAP measures. |
5 |
The Company’s |
6 |
Impairment of goodwill, intangibles and long-lived assets recognized in the three months ended |
7 |
Certain legal and regulatory accruals and settlements relate to significant charges associated with certain legal proceedings, including legal defense costs. The Company excludes these charges when evaluating operating performance because it does not incur such charges on a predictable basis and exclusion of such charges enables more consistent evaluation of the Company’s operating performance. These charges are recorded in Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. In fiscal 2023, the Company recorded charges related to the opioid litigation settlement frameworks and certain other legal matters. |
8 |
Includes fair value gains or losses on the VPF derivatives and certain derivative instruments used as economic hedges of the Company’s net investments in foreign subsidiaries. These charges are recorded within Other income (expense), net. The Company does not believe this volatility related to the mark-to-market adjustments on the underlying derivative instruments reflects the Company’s operational performance. |
9 |
Gains on the sale of equity method investments are recorded in Other income (expense), net within the Consolidated Condensed Statements of Earnings. The Company excludes these charges when evaluating operating performance because these do not relate to the ordinary course of the Company’s business. |
10 |
Includes losses related to the sale of businesses. These charges are recorded in Other income (expense) net, within the Consolidated Condensed Statements of Earnings. |
11 |
Includes interest expense on external debt to fund incremental contributions to the Boots Plan required to complete the Trustee's acquisition of a bulk annuity policy (the "Buy-In") from Legal & General. The payments and related incremental interest expense are not indicative of normal operating performance. |
12 |
Adjustments to income tax (benefit) provision include adjustments to the GAAP basis tax benefit commensurate with non-GAAP adjustments and certain discrete tax items including |
13 |
Adjustments to post-tax earnings from other equity method investments consist of the proportionate share of certain equity method investees’ non-cash items or unusual or infrequent items consistent with the Company’s non-GAAP adjustments. These charges are recorded in Post-tax earnings from other equity method investments within the Consolidated Condensed Statements of Earnings. Although the Company may have shareholder rights and board representation commensurate with its ownership interests in these equity method investees, adjustments relating to equity method investments are not intended to imply that the Company has direct control over their operations and resulting revenue and expenses. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all revenue and expenses of these equity method investees. |
14 |
Due to the anti-dilutive effect resulting from periods where the Company reports a net loss, the impact of potentially dilutive securities on the per share amounts has been omitted from the calculation of weighted-average common shares outstanding for diluted net loss per common share. |
15 |
Includes impact of potentially dilutive securities in the calculation of weighted-average common shares, diluted for adjusted diluted net earnings per common share calculation purposes. |
NON-GAAP RECONCILIATIONS BY SEGMENT AND ON A CONSOLIDATED BASIS
|
|
(in millions) |
||||||||||||||||||
|
|
Three months ended |
||||||||||||||||||
|
|
|
|
International |
|
|
|
Corporate and |
|
|
||||||||||
Sales |
|
$ |
28,861 |
|
|
$ |
6,022 |
|
|
$ |
2,176 |
|
|
$ |
(6 |
) |
|
$ |
37,052 |
|
Gross profit (GAAP) |
|
$ |
5,563 |
|
|
$ |
1,287 |
|
|
$ |
191 |
|
|
$ |
— |
|
|
$ |
7,041 |
|
Acquisition-related amortization |
|
|
5 |
|
|
|
— |
|
|
|
20 |
|
|
|
— |
|
|
|
25 |
|
Transformational cost management |
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Adjusted gross profit (Non-GAAP measure) |
|
$ |
5,570 |
|
|
$ |
1,287 |
|
|
$ |
211 |
|
|
$ |
— |
|
|
$ |
7,068 |
|
Selling, general and administrative expenses (GAAP) 3 |
|
$ |
5,938 |
|
|
$ |
1,078 |
|
|
$ |
13,250 |
|
|
$ |
24 |
|
|
$ |
20,290 |
|
Impairment of goodwill, intangibles and long-lived assets |
|
|
(478 |
) |
|
|
— |
|
|
|
(12,579 |
) |
|
|
(34 |
) |
|
|
(13,090 |
) |
Acquisition-related costs |
|
|
(34 |
) |
|
|
(5 |
) |
|
|
(285 |
) |
|
|
74 |
|
|
|
(249 |
) |
Acquisition-related amortization |
|
|
(90 |
) |
|
|
(16 |
) |
|
|
(140 |
) |
|
|
— |
|
|
|
(245 |
) |
Certain legal and regulatory accruals and settlements |
|
|
(242 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(242 |
) |
Transformational cost management |
|
|
(175 |
) |
|
|
(16 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(195 |
) |
Adjusted selling, general and administrative expenses (Non-GAAP measure) |
|
$ |
4,919 |
|
|
$ |
1,042 |
|
|
$ |
244 |
|
|
$ |
63 |
|
|
$ |
6,268 |
|
Operating (loss) income (GAAP) |
|
$ |
(297 |
) |
|
$ |
209 |
|
|
$ |
(13,059 |
) |
|
$ |
(24 |
) |
|
$ |
(13,171 |
) |
Impairment of goodwill, intangibles and long-lived assets |
|
|
478 |
|
|
|
— |
|
|
|
12,579 |
|
|
|
34 |
|
|
|
13,090 |
|
Acquisition-related amortization |
|
|
95 |
|
|
|
16 |
|
|
|
159 |
|
|
|
— |
|
|
|
270 |
|
Acquisition-related costs |
|
|
34 |
|
|
|
5 |
|
|
|
285 |
|
|
|
(74 |
) |
|
|
249 |
|
Certain legal and regulatory accruals and settlements |
|
|
242 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
242 |
|
Transformational cost management |
|
|
177 |
|
|
|
16 |
|
|
|
3 |
|
|
|
1 |
|
|
|
197 |
|
Adjustments to equity earnings in Cencora |
|
|
22 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22 |
|
Adjusted operating income (loss) (Non-GAAP measure) |
|
$ |
752 |
|
|
$ |
245 |
|
|
$ |
(34 |
) |
|
$ |
(63 |
) |
|
$ |
900 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin (GAAP) |
|
|
19.3 |
% |
|
|
21.4 |
% |
|
|
8.8 |
% |
|
|
|
|
19.0 |
% |
||
Adjusted gross margin (Non-GAAP measure) |
|
|
19.3 |
% |
|
|
21.4 |
% |
|
|
9.7 |
% |
|
|
|
|
19.1 |
% |
||
Selling, general and administrative expenses percent to sales (GAAP) 3 |
|
|
20.6 |
% |
|
|
17.9 |
% |
|
|
NM |
|
|
|
|
|
54.8 |
% |
||
Adjusted selling, general and administrative expenses percent to sales (Non-GAAP measure) |
|
|
17.0 |
% |
|
|
17.3 |
% |
|
|
11.2 |
% |
|
|
|
|
16.9 |
% |
||
Operating Margin 2 |
|
|
(1.3 |
)% |
|
|
3.5 |
% |
|
|
NM |
|
|
|
|
|
(35.8 |
)% |
||
Adjusted Operating Margin (Non-GAAP measure) 2 |
|
|
2.3 |
% |
|
|
4.1 |
% |
|
|
(1.5 |
)% |
|
|
|
|
2.2 |
% |
NM - Not meaningful. Percentage increases above 200% or when one period includes income and other period includes loss are considered not meaningful. |
|
|
|
1 |
Operating income for |
2 |
Operating margins and adjusted operating margins have been calculated excluding equity earnings in Cencora and adjusted equity earnings in Cencora, respectively. |
3 |
Includes goodwill impairment of
|
|
|
(in millions) |
||||||||||||||||||
|
|
Three months ended |
||||||||||||||||||
|
|
|
|
International |
|
|
|
Corporate and |
|
|
||||||||||
Sales |
|
$ |
27,577 |
|
|
$ |
5,651 |
|
|
$ |
1,634 |
|
|
$ |
— |
|
|
$ |
34,862 |
|
Gross profit (GAAP) |
|
$ |
5,825 |
|
|
$ |
1,198 |
|
|
$ |
32 |
|
|
$ |
— |
|
|
$ |
7,055 |
|
Acquisition-related amortization |
|
|
5 |
|
|
|
— |
|
|
|
18 |
|
|
|
— |
|
|
|
23 |
|
Acquisition-related costs |
|
|
— |
|
|
|
— |
|
|
|
60 |
|
|
|
— |
|
|
|
60 |
|
LIFO provision |
|
|
20 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20 |
|
Adjusted gross profit (Non-GAAP measure) |
|
$ |
5,850 |
|
|
$ |
1,198 |
|
|
$ |
110 |
|
|
$ |
— |
|
|
$ |
7,158 |
|
Selling, general and administrative expenses (GAAP) |
|
$ |
5,527 |
|
|
$ |
846 |
|
|
$ |
504 |
|
|
$ |
56 |
|
|
$ |
6,934 |
|
Certain legal and regulatory accruals and settlements |
|
|
(427 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(427 |
) |
Acquisition-related amortization |
|
|
(72 |
) |
|
|
(15 |
) |
|
|
(137 |
) |
|
|
— |
|
|
|
(224 |
) |
Transformational cost management |
|
|
(138 |
) |
|
|
(4 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
(145 |
) |
Acquisition-related costs |
|
|
— |
|
|
|
20 |
|
|
|
(98 |
) |
|
|
(10 |
) |
|
|
(88 |
) |
Adjusted selling, general and administrative expenses (Non-GAAP measure) |
|
$ |
4,890 |
|
|
$ |
846 |
|
|
$ |
269 |
|
|
$ |
44 |
|
|
$ |
6,050 |
|
Operating income (loss) (GAAP) |
|
$ |
373 |
|
|
$ |
353 |
|
|
$ |
(472 |
) |
|
$ |
(56 |
) |
|
$ |
197 |
|
Certain legal and regulatory accruals and settlements |
|
|
427 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
427 |
|
Acquisition-related amortization |
|
|
78 |
|
|
|
15 |
|
|
|
154 |
|
|
|
— |
|
|
|
247 |
|
Transformational cost management |
|
|
138 |
|
|
|
4 |
|
|
|
— |
|
|
|
2 |
|
|
|
145 |
|
Acquisition-related costs |
|
|
— |
|
|
|
(20 |
) |
|
|
158 |
|
|
|
10 |
|
|
|
148 |
|
Adjustments to equity earnings in Cencora |
|
|
31 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
31 |
|
LIFO provision |
|
|
20 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20 |
|
Adjusted operating income (loss) (Non-GAAP measure) |
|
$ |
1,067 |
|
|
$ |
352 |
|
|
$ |
(159 |
) |
|
$ |
(44 |
) |
|
$ |
1,215 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin (GAAP) |
|
|
21.1 |
% |
|
|
21.2 |
% |
|
|
2.0 |
% |
|
|
|
|
20.2 |
% |
||
Adjusted gross margin (Non-GAAP measure) |
|
|
21.2 |
% |
|
|
21.2 |
% |
|
|
6.7 |
% |
|
|
|
|
20.5 |
% |
||
Selling, general and administrative expenses percent to sales (GAAP) |
|
|
20.0 |
% |
|
|
15.0 |
% |
|
|
30.9 |
% |
|
|
|
|
19.9 |
% |
||
Adjusted selling, general and administrative expenses percent to sales (Non-GAAP measure) |
|
|
17.7 |
% |
|
|
15.0 |
% |
|
|
16.5 |
% |
|
|
|
|
17.4 |
% |
||
Operating margin 2 |
|
|
1.1 |
% |
|
|
6.2 |
% |
|
|
(28.9 |
)% |
|
|
|
|
0.3 |
% |
||
Adjusted operating margin (Non-GAAP measure) 2 |
|
|
3.5 |
% |
|
|
6.2 |
% |
|
|
(9.8 |
)% |
|
|
|
|
3.2 |
% |
1 |
Operating income for |
2 |
Operating margins and adjusted operating margins have been calculated excluding equity earnings in Cencora and adjusted equity earnings in Cencora, respectively. |
|
|
|
|
(in millions) |
||||||||||||||||||
|
|
Six months ended |
||||||||||||||||||
|
|
|
|
International |
|
|
|
Corporate and |
|
|
||||||||||
Sales |
|
$ |
57,805 |
|
|
$ |
11,854 |
|
|
$ |
4,107 |
|
|
$ |
(6 |
) |
|
$ |
73,760 |
|
Gross profit (GAAP) |
|
$ |
10,997 |
|
|
$ |
2,498 |
|
|
$ |
316 |
|
|
$ |
— |
|
|
$ |
13,811 |
|
Acquisition-related amortization |
|
|
11 |
|
|
|
— |
|
|
|
40 |
|
|
|
— |
|
|
|
51 |
|
LIFO provision |
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Transformational cost management |
|
|
8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
Adjusted gross profit (Non-GAAP measure) |
|
$ |
11,064 |
|
|
$ |
2,498 |
|
|
$ |
357 |
|
|
$ |
— |
|
|
$ |
13,918 |
|
Selling, general and administrative expenses (GAAP) 3 |
|
$ |
11,117 |
|
|
$ |
2,173 |
|
|
$ |
13,811 |
|
|
$ |
41 |
|
|
$ |
27,141 |
|
Impairment of goodwill, intangibles and long-lived assets |
|
|
(478 |
) |
|
|
— |
|
|
|
(12,579 |
) |
|
|
(34 |
) |
|
|
(13,090 |
) |
Acquisition-related amortization |
|
|
(179 |
) |
|
|
(31 |
) |
|
|
(284 |
) |
|
|
— |
|
|
|
(494 |
) |
Acquisition-related costs |
|
|
(60 |
) |
|
|
(9 |
) |
|
|
(458 |
) |
|
|
115 |
|
|
|
(412 |
) |
Certain legal and regulatory accruals and settlements |
|
|
(324 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(324 |
) |
Transformational cost management |
|
|
(266 |
) |
|
|
(22 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
(298 |
) |
Adjusted selling, general and administrative expenses (Non-GAAP measure) |
|
$ |
9,810 |
|
|
$ |
2,110 |
|
|
$ |
486 |
|
|
$ |
117 |
|
|
$ |
12,523 |
|
Operating income (loss) (GAAP) |
|
$ |
1 |
|
|
$ |
325 |
|
|
$ |
(13,494 |
) |
|
$ |
(41 |
) |
|
$ |
(13,209 |
) |
Impairment of goodwill, intangibles and long-lived assets |
|
|
478 |
|
|
|
— |
|
|
|
12,579 |
|
|
|
34 |
|
|
|
13,090 |
|
Acquisition-related amortization |
|
|
189 |
|
|
|
31 |
|
|
|
324 |
|
|
|
— |
|
|
|
545 |
|
Acquisition-related costs |
|
|
60 |
|
|
|
9 |
|
|
|
458 |
|
|
|
(115 |
) |
|
|
412 |
|
Certain legal and regulatory accruals and settlements |
|
|
324 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
324 |
|
Transformational cost management |
|
|
274 |
|
|
|
22 |
|
|
|
5 |
|
|
|
5 |
|
|
|
306 |
|
Adjustments to equity earnings in Cencora |
|
|
72 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
72 |
|
LIFO provision |
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Adjusted operating income (loss) (Non-GAAP measure) |
|
$ |
1,446 |
|
|
$ |
387 |
|
|
$ |
(129 |
) |
|
$ |
(117 |
) |
|
$ |
1,588 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin (GAAP) |
|
|
19.0 |
% |
|
|
21.1 |
% |
|
|
7.7 |
% |
|
|
|
|
18.7 |
% |
||
Adjusted gross margin (Non-GAAP measure) |
|
|
19.1 |
% |
|
|
21.1 |
% |
|
|
8.7 |
% |
|
|
|
|
18.9 |
% |
||
Selling, general and administrative expenses percent to sales (GAAP) 3 |
|
|
19.2 |
% |
|
|
18.3 |
% |
|
|
NM |
|
|
|
|
|
36.8 |
% |
||
Adjusted selling, general and administrative expenses percent to sales (Non-GAAP measure) |
|
|
17.0 |
% |
|
|
17.8 |
% |
|
|
11.8 |
% |
|
|
|
|
17.0 |
% |
||
Operating Margin 2 |
|
|
(0.2 |
)% |
|
|
2.7 |
% |
|
|
NM |
|
|
|
|
|
(18.1 |
)% |
||
Adjusted Operating Margin (Non-GAAP measure) 2 |
|
|
2.2 |
% |
|
|
3.3 |
% |
|
|
(3.1 |
)% |
|
|
|
|
1.9 |
% |
NM - Not meaningful. Percentage increases above 200% or when one period includes income and other period includes loss are considered not meaningful. |
|
|
|
1 |
Operating income for |
2 |
Operating margins and adjusted operating margins have been calculated excluding equity earnings in Cencora and adjusted equity earnings in Cencora, respectively. |
3 |
Includes goodwill impairment of
|
|
|
(in millions) |
||||||||||||||||||
|
|
Six months ended |
||||||||||||||||||
|
|
|
|
International |
|
|
|
Corporate and |
|
|
||||||||||
Sales |
|
$ |
54,781 |
|
|
$ |
10,840 |
|
|
$ |
2,622 |
|
|
$ |
— |
|
|
$ |
68,244 |
|
Gross profit (GAAP) |
|
$ |
11,711 |
|
|
$ |
2,248 |
|
|
$ |
49 |
|
|
$ |
— |
|
|
$ |
14,008 |
|
Acquisition-related amortization |
|
|
11 |
|
|
|
— |
|
|
|
44 |
|
|
|
— |
|
|
|
54 |
|
Acquisition-related costs |
|
|
— |
|
|
|
— |
|
|
|
60 |
|
|
|
— |
|
|
|
60 |
|
LIFO provision |
|
|
38 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38 |
|
Adjusted gross profit (Non-GAAP measure) |
|
$ |
11,760 |
|
|
$ |
2,248 |
|
|
$ |
153 |
|
|
$ |
— |
|
|
$ |
14,161 |
|
Selling, general and administrative expenses (GAAP) |
|
$ |
17,225 |
|
|
$ |
1,789 |
|
|
$ |
958 |
|
|
$ |
119 |
|
|
$ |
20,091 |
|
Certain legal and regulatory accruals and settlements |
|
|
(6,981 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,981 |
) |
Acquisition-related amortization |
|
|
(145 |
) |
|
|
(29 |
) |
|
|
(348 |
) |
|
|
— |
|
|
|
(522 |
) |
Transformational cost management |
|
|
(265 |
) |
|
|
(11 |
) |
|
|
— |
|
|
|
(7 |
) |
|
|
(283 |
) |
Acquisition-related costs |
|
|
(1 |
) |
|
|
32 |
|
|
|
(146 |
) |
|
|
(12 |
) |
|
|
(127 |
) |
Adjusted selling, general and administrative expenses (Non-GAAP measure) |
|
$ |
9,833 |
|
|
$ |
1,780 |
|
|
$ |
464 |
|
|
$ |
100 |
|
|
$ |
12,177 |
|
Operating income (loss) (GAAP) |
|
$ |
(5,385 |
) |
|
$ |
459 |
|
|
$ |
(909 |
) |
|
$ |
(119 |
) |
|
$ |
(5,954 |
) |
Certain legal and regulatory accruals and settlements |
|
|
6,981 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,981 |
|
Acquisition-related amortization |
|
|
155 |
|
|
|
29 |
|
|
|
392 |
|
|
|
— |
|
|
|
577 |
|
Transformational cost management |
|
|
265 |
|
|
|
11 |
|
|
|
— |
|
|
|
7 |
|
|
|
283 |
|
Acquisition-related costs |
|
|
1 |
|
|
|
(32 |
) |
|
|
206 |
|
|
|
12 |
|
|
|
187 |
|
Adjustments to equity earnings in Cencora |
|
|
117 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
117 |
|
LIFO provision |
|
|
38 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
38 |
|
Adjusted operating income (loss) (Non-GAAP measure) |
|
$ |
2,172 |
|
|
$ |
468 |
|
|
$ |
(311 |
) |
|
$ |
(100 |
) |
|
$ |
2,229 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin (GAAP) |
|
|
21.4 |
% |
|
|
20.7 |
% |
|
|
1.9 |
% |
|
|
|
|
20.5 |
% |
||
Adjusted gross margin (Non-GAAP measure) |
|
|
21.5 |
% |
|
|
20.7 |
% |
|
|
5.8 |
% |
|
|
|
|
20.7 |
% |
||
Selling, general and administrative expenses percent to sales (GAAP) |
|
|
31.4 |
% |
|
|
16.5 |
% |
|
|
36.5 |
% |
|
|
|
|
29.4 |
% |
||
Adjusted selling, general and administrative expenses percent to sales (Non-GAAP measure) |
|
|
17.9 |
% |
|
|
16.4 |
% |
|
|
17.7 |
% |
|
|
|
|
17.8 |
% |
||
Operating margin 2 |
|
|
(10.1 |
)% |
|
|
4.2 |
% |
|
|
(34.6 |
)% |
|
|
|
|
(8.9 |
)% |
||
Adjusted operating margin (Non-GAAP measure) 2 |
|
|
3.5 |
% |
|
|
4.3 |
% |
|
|
(11.9 |
)% |
|
|
|
|
2.9 |
% |
1 |
Operating income for |
2 |
Operating margins and adjusted operating margins have been calculated excluding equity earnings in Cencora and adjusted equity earnings in Cencora, respectively. |
OPERATING LOSS TO ADJUSTED EBITDA FOR
|
|
(in millions) |
||||||||||||||
|
|
Three months ended |
|
Six months ended |
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Operating loss (GAAP) 1 |
|
$ |
(13,059 |
) |
|
$ |
(472 |
) |
|
$ |
(13,494 |
) |
|
$ |
(909 |
) |
Impairment of goodwill, intangibles and long-lived assets 2 |
|
|
12,579 |
|
|
|
— |
|
|
|
12,579 |
|
|
|
— |
|
Acquisition-related amortization 3 |
|
|
159 |
|
|
|
154 |
|
|
|
324 |
|
|
|
392 |
|
Acquisition-related costs 4 |
|
|
285 |
|
|
|
158 |
|
|
|
458 |
|
|
|
206 |
|
Transformational cost management 5 |
|
|
3 |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
Adjusted operating loss |
|
|
(34 |
) |
|
|
(159 |
) |
|
|
(129 |
) |
|
|
(311 |
) |
Depreciation expense |
|
|
38 |
|
|
|
34 |
|
|
|
81 |
|
|
|
49 |
|
Stock-based compensation expense 6 |
|
|
13 |
|
|
|
16 |
|
|
|
26 |
|
|
|
29 |
|
Adjusted EBITDA (Non-GAAP measure) |
|
$ |
17 |
|
|
$ |
(109 |
) |
|
$ |
(22 |
) |
|
$ |
(233 |
) |
|
|
|
|
|
|
|
|
|
1 |
The Company reconciles Adjusted EBITDA for the |
2 |
Impairment of goodwill, intangibles and long-lived assets recognized in the three months ended |
3 |
Acquisition-related amortization includes amortization of acquisition-related intangible assets, inventory valuation adjustments and stock-based compensation fair valuation adjustments. Amortization of acquisition-related intangible assets includes amortization of intangible assets such as customer relationships, trade names, trademarks, developed technology and contract intangibles. Intangible asset amortization excluded from the related non-GAAP measure represents the entire amount recorded within the Company’s GAAP financial statements. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP measures. Amortization expense, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired, or the estimated useful life of an intangible asset is revised. These charges are primarily recorded within Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. The stock-based compensation fair valuation adjustment reflects the difference between the fair value based remeasurement of awards under purchase accounting and the grant date fair valuation. Post-acquisition compensation expense recognized in excess of the original grant date fair value of acquiree awards are excluded from the related non-GAAP measures as these arise from acquisition-related accounting requirements or agreements, and are not reflective of normal operating activities. |
4 |
Acquisition-related costs are transaction and integration costs associated with certain merger, acquisition and divestitures related activities recorded in Operating (loss) income within the Consolidated Condensed Statement of Earnings. Examples of such costs include deal costs, severance, stock-based compensation, employee transaction success bonuses, and other integration related exit and disposal charges. These charges are primarily recorded within Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. These costs are significantly impacted by the timing and complexity of the underlying merger, acquisition and divestitures related activities and do not reflect the Company’s current operating performance. |
5 |
Transformational Cost Management Program charges are costs associated with a formal restructuring plan. These charges are primarily recorded in Selling, general and administrative expenses within the Consolidated Condensed Statements of Earnings. These costs do not reflect current operating performance and are impacted by the timing of restructuring activity. |
6 |
Includes GAAP stock-based compensation expense excluding expenses related to acquisition-related amortization and acquisition-related costs. |
EQUITY EARNINGS IN CENCORA
|
|
(in millions) |
||||||||||||||
|
|
Three months ended |
|
Six months ended |
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Equity earnings in Cencora (GAAP) |
|
$ |
79 |
|
|
$ |
75 |
|
|
$ |
120 |
|
|
$ |
129 |
|
Acquisition-related intangibles amortization |
|
|
33 |
|
|
|
27 |
|
|
|
67 |
|
|
|
65 |
|
Restructuring and other expenses |
|
|
5 |
|
|
|
— |
|
|
|
11 |
|
|
|
— |
|
|
|
|
3 |
|
|
|
1 |
|
|
|
7 |
|
|
|
5 |
|
Acquisition-related deal and integration expenses |
|
|
2 |
|
|
|
5 |
|
|
|
7 |
|
|
|
23 |
|
Tax reform |
|
|
— |
|
|
|
1 |
|
|
|
3 |
|
|
|
4 |
|
Amortization of basis difference in OneOncology investment |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Certain discrete tax expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
Gain/Loss from divestitures |
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
LIFO expense |
|
|
(6 |
) |
|
|
3 |
|
|
|
5 |
|
|
|
24 |
|
Gain from antitrust litigation settlements |
|
|
(6 |
) |
|
|
(8 |
) |
|
|
(14 |
) |
|
|
(8 |
) |
Litigation and opioid-related expenses |
|
|
(10 |
) |
|
|
2 |
|
|
|
(9 |
) |
|
|
5 |
|
Adjusted equity earnings in Cencora (Non-GAAP measure) |
|
$ |
101 |
|
|
$ |
107 |
|
|
$ |
192 |
|
|
$ |
246 |
|
ADJUSTED EFFECTIVE TAX RATE
|
|
(in millions) |
||||||||||||||||||||
|
|
Three months ended |
|
Three months ended |
||||||||||||||||||
|
|
(Loss) |
|
Income tax |
|
Effective tax |
|
Earnings |
|
Income tax |
|
Effective tax |
||||||||||
Effective tax rate (GAAP) |
|
$ |
(13,114 |
) |
|
$ |
(782 |
) |
|
6.0 |
% |
|
$ |
607 |
|
|
$ |
70 |
|
|
11.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impact of non-GAAP adjustments |
|
|
13,887 |
|
|
|
700 |
|
|
|
|
|
474 |
|
|
|
96 |
|
|
|
||
Equity method non-cash tax |
|
|
— |
|
|
|
(11 |
) |
|
|
|
|
— |
|
|
|
(14 |
) |
|
|
||
Adjusted tax rate true-up |
|
|
— |
|
|
|
(105 |
) |
|
|
|
|
— |
|
|
|
26 |
|
|
|
||
Subtotal |
|
$ |
773 |
|
|
$ |
(198 |
) |
|
|
|
$ |
1,081 |
|
|
$ |
177 |
|
|
|
||
Exclude adjusted equity earnings in Cencora |
|
|
(101 |
) |
|
|
— |
|
|
|
|
|
(107 |
) |
|
|
— |
|
|
|
||
Adjusted effective tax rate excluding adjusted equity earnings in Cencora (Non-GAAP measure) |
|
$ |
672 |
|
|
$ |
(198 |
) |
|
(29.4 |
)% |
|
$ |
975 |
|
|
$ |
177 |
|
|
18.2 |
% |
|
|
(in millions) |
||||||||||||||||||||
|
|
Six months ended |
|
Six months ended |
||||||||||||||||||
|
|
(Loss) |
|
Income tax |
|
Effective tax |
|
(Loss) |
|
Income tax |
|
Effective tax |
||||||||||
Effective tax rate (GAAP) |
|
$ |
(13,472 |
) |
|
$ |
(856 |
) |
|
6.4 |
% |
|
$ |
(4,662 |
) |
|
$ |
(1,377 |
) |
|
29.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impact of non-GAAP adjustments |
|
|
14,843 |
|
|
|
932 |
|
|
|
|
|
6,671 |
|
|
|
1,369 |
|
|
|
||
Equity method non-cash tax |
|
|
— |
|
|
|
(15 |
) |
|
|
|
|
— |
|
|
|
(23 |
) |
|
|
||
Adjusted tax rate true-up |
|
|
— |
|
|
|
(134 |
) |
|
|
|
|
— |
|
|
|
191 |
|
|
|
||
Subtotal |
|
$ |
1,371 |
|
|
$ |
(73 |
) |
|
|
|
$ |
2,009 |
|
|
$ |
160 |
|
|
|
||
Exclude adjusted equity earnings in Cencora |
|
|
(192 |
) |
|
|
— |
|
|
|
|
|
(246 |
) |
|
|
— |
|
|
|
||
Adjusted effective tax rate excluding adjusted equity earnings in Cencora (Non-GAAP measure) |
|
$ |
1,179 |
|
|
$ |
(73 |
) |
|
(6.2 |
)% |
|
$ |
1,763 |
|
|
$ |
160 |
|
|
9.1 |
% |
FREE CASH FLOW
|
|
(in millions) |
||||||||||||||
|
|
Three months ended |
|
Six months ended |
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net cash (used for) provided by operating activities (GAAP) |
|
$ |
(637 |
) |
|
$ |
745 |
|
|
$ |
(918 |
) |
|
$ |
1,239 |
|
Less: Additions to property, plant and equipment |
|
|
(351 |
) |
|
|
(497 |
) |
|
|
(858 |
) |
|
|
(1,108 |
) |
Plus: Acquisition related payments 2 |
|
|
— |
|
|
|
429 |
|
|
|
— |
|
|
|
429 |
|
Plus: Bulk Purchase Annuity premium contributions3 |
|
|
379 |
|
|
|
— |
|
|
|
379 |
|
|
|
— |
|
Free cash flow (Non-GAAP measure) 1 |
|
$ |
(610 |
) |
|
$ |
677 |
|
|
$ |
(1,397 |
) |
|
$ |
560 |
|
1 |
Free cash flow is defined as net cash provided by operating activities in a period less additions to property, plant and equipment (capital expenditures), plus acquisition related payments made in that period. This measure does not represent residual cash flows available for discretionary expenditures as the measure does not deduct the payments required for debt service and other contractual obligations or payments for future business acquisitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to the Consolidated Condensed Statement of Cash Flows. |
2 |
During the three months ended |
3 |
During the three-month period ending on |
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