Second quarter financial results
- Second quarter loss per share1 was
$3.30 compared to loss per share of$6.85 in the year-ago quarter. Second quarter results include$4.2 billion of non-cash impairment charges attributable to WBA, net of tax and non-controlling interest, related to goodwill, intangible and other long-lived assets primarily atU.S. Retail Pharmacy andVillageMD , and$1.0 billion of after-tax gains related to asset monetization activities. - Adjusted earnings per share (EPS)2 was
$0.63 compared to adjusted EPS2 of$1.20 in the year-ago quarter. The decline in adjusted EPS2 was primarily driven by prior year adjusted effective tax benefit2, lowerU.S. retail sales and prior year sale-leaseback gains, partly offset by cost savings withinU.S. Retail Pharmacy and growth inU.S. Healthcare . - Second quarter sales increased 4.1 percent year-over-year to
$38.6 billion , up 4.7 percent on a constant currency basis.
Fiscal 2025 guidance
- Given the pending transaction, pursuant to which WBA will be acquired by entities affiliated with
Sycamore Partners , the company is withdrawing fiscal 2025 guidance.
Chief Executive Officer
“Second quarter results reflect disciplined cost management and improvement in
Overview of Second Quarter Results
WBA second quarter sales increased 4.1 percent from the year-ago quarter to
Second quarter operating loss was
Adjusted operating income2 was
Net loss in the second quarter was
Adjusted net earnings2 decreased 47.6 percent to
Loss per share in the second quarter was
Net cash used for operating activities was
Overview of Fiscal 2025 Year-to-Date Results
Sales in the first six months of fiscal 2025 increased 5.8 percent from the year-ago period to
Operating loss in the first six months of fiscal 2025 was
Adjusted operating income2 was
Net loss for the first six months of fiscal 2025 was
Adjusted net earnings2 decreased 38.8 percent to
Loss per share in the first six months was
Net cash used for operating activities was
Business Segments
U.S. Retail Pharmacy
| Three months ended |
| Six months ended | ||||||||
|
|
|
| ||||||||
Sales | $ | 30,380 |
| $ | 28,861 |
| $ | 61,246 |
| $ | 57,805 |
Adjusted operating income3 | $ | 487 |
| $ | 752 |
| $ | 928 |
| $ | 1,446 |
Pharmacy sales increased 8.9 percent and comparable pharmacy sales increased 12.2 percent in the quarter, each benefiting from higher branded drug inflation and prescription volume. Comparable 30-day equivalent prescriptions filled in the second quarter increased 3.4 percent from the year-ago quarter, while comparable prescriptions excluding immunizations increased 3.9 percent. Total 30-day equivalent prescriptions filled in the quarter, including immunizations, increased 1.2 percent to 309 million.
Retail sales decreased 5.5 percent and comparable retail sales decreased 2.8 percent from the year-ago quarter, driven by lower sales in discretionary categories including beauty, seasonal and general merchandise. Cough cold flu season negatively impacted retail sales by approximately 45 basis points compared to the year-ago quarter, an improvement compared to the fiscal first quarter.
Operating loss in the current quarter was
Adjusted operating income decreased 35.2 percent to
International
| Three months ended |
| Six months ended | ||||||||
|
|
|
| ||||||||
Sales | $ | 6,060 |
| $ | 6,022 |
| $ | 12,485 |
| $ | 11,854 |
Adjusted operating income3 | $ | 234 |
| $ | 245 |
| $ | 401 |
| $ | 387 |
The International segment had second quarter sales of
Adjusted operating income decreased 4.7 percent to
U.S. Healthcare
| Three months ended |
| Six months ended | ||||||||||||
|
|
|
| ||||||||||||
Sales | $ | 2,152 |
|
| $ | 2,176 |
|
| $ | 4,325 |
|
| $ | 4,107 |
|
Operating loss | $ | (3,304 | ) |
| $ | (13,059 | ) |
| $ | (3,630 | ) |
| $ | (13,494 | ) |
Adjusted operating income (loss)3 | $ | 117 |
|
| $ | (34 | ) |
| $ | 142 |
|
| $ | (129 | ) |
Adjusted EBITDA (Non-GAAP measure) | $ | 158 |
|
| $ | 17 |
|
| $ | 228 |
|
| $ | (22 | ) |
Operating loss was
Adjusted operating income, which excludes impairment charges, certain costs related to stock compensation expense and amortization of acquired intangible assets, was
Adjusted EBITDA of
Conference Call and Fiscal 2025 Outlook
On
1 All references to net earnings or net loss are to net earnings or net loss attributable to WBA, and all references to EPS or loss per share are to diluted EPS or diluted loss per share attributable to WBA.
2 "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.
3 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 2025 outlook, our long-term 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 breadth, timing and impact of the actions related to our strategic review, uncertainties related to the announcement and completion of the proposed Merger, including: i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the ability of affiliates of
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.
About Walgreens Boots Alliance
A trusted, global innovator in retail pharmacy with approximately 12,500 locations across the
WBA employs approximately 312,000 people, with a presence in eight countries and consumer brands including:
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) (in millions, except per share amounts) | |||||||||||||||
| Three months ended |
| Six months ended | ||||||||||||
|
|
|
|
|
|
|
| ||||||||
Sales | $ | 38,588 |
|
| $ | 37,052 |
|
| $ | 78,048 |
|
| $ | 73,760 |
|
Cost of sales |
| 31,654 |
|
|
| 30,012 |
|
|
| 64,333 |
|
|
| 59,948 |
|
Gross profit |
| 6,935 |
|
|
| 7,041 |
|
|
| 13,714 |
|
|
| 13,811 |
|
Selling, general and administrative expenses |
| 8,891 |
|
|
| 7,921 |
|
|
| 15,906 |
|
|
| 14,772 |
|
Impairment of goodwill |
| 3,653 |
|
|
| 12,369 |
|
|
| 3,653 |
|
|
| 12,369 |
|
Equity earnings in Cencora |
| 42 |
|
|
| 79 |
|
|
| 33 |
|
|
| 120 |
|
Operating loss |
| (5,567 | ) |
|
| (13,171 | ) |
|
| (5,812 | ) |
|
| (13,209 | ) |
Other income (expense), net |
| 1,450 |
|
|
| 195 |
|
|
| 1,279 |
|
|
| (25 | ) |
Loss before interest and income tax benefit |
| (4,117 | ) |
|
| (12,976 | ) |
|
| (4,532 | ) |
|
| (13,235 | ) |
Interest expense, net |
| 129 |
|
|
| 138 |
|
|
| 251 |
|
|
| 237 |
|
Loss before income tax benefit |
| (4,246 | ) |
|
| (13,114 | ) |
|
| (4,783 | ) |
|
| (13,472 | ) |
Income tax benefit |
| (212 | ) |
|
| (782 | ) |
|
| (147 | ) |
|
| (856 | ) |
Post-tax earnings (loss) from other equity method investments |
| (2 | ) |
|
| 10 |
|
|
| (4 | ) |
|
| 16 |
|
Net loss |
| (4,035 | ) |
|
| (12,322 | ) |
|
| (4,640 | ) |
|
| (12,600 | ) |
Net loss attributable to non-controlling interests |
| (1,182 | ) |
|
| (6,415 | ) |
|
| (1,522 | ) |
|
| (6,625 | ) |
Net loss attributable to | $ | (2,853 | ) |
| $ | (5,908 | ) |
| $ | (3,118 | ) |
| $ | (5,975 | ) |
|
|
|
|
|
|
|
| ||||||||
Net loss per common share: |
|
|
|
|
|
|
| ||||||||
Basic | $ | (3.30 | ) |
| $ | (6.85 | ) |
| $ | (3.61 | ) |
| $ | (6.93 | ) |
Diluted | $ | (3.30 | ) |
| $ | (6.85 | ) |
| $ | (3.61 | ) |
| $ | (6.93 | ) |
|
|
|
|
|
|
|
| ||||||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
| ||||||||
Basic |
| 864.1 |
|
|
| 862.5 |
|
|
| 864.0 |
|
|
| 862.8 |
|
Diluted |
| 864.1 |
|
|
| 862.5 |
|
|
| 864.0 |
|
|
| 862.8 |
|
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (in millions) | ||||||
|
|
|
|
| ||
Assets |
|
|
|
| ||
Current assets: |
|
|
|
| ||
Cash and cash equivalents |
| $ | 702 |
| $ | 1,319 |
Marketable securities |
|
| 430 |
|
| 1,790 |
Accounts receivable, net |
|
| 5,940 |
|
| 5,851 |
Inventories |
|
| 7,845 |
|
| 8,320 |
Other current assets |
|
| 1,319 |
|
| 1,055 |
Total current assets |
|
| 16,237 |
|
| 18,335 |
|
|
|
|
| ||
Non-current assets: |
|
|
|
| ||
Property, plant and equipment, net |
|
| 9,040 |
|
| 9,772 |
Operating lease right-of-use assets |
|
| 19,181 |
|
| 20,335 |
|
| 11,803 |
|
| 15,506 | |
Intangible assets, net |
|
| 10,717 |
|
| 12,973 |
Equity method investments |
|
| 1,380 |
|
| 2,269 |
Other non-current assets |
|
| 1,859 |
|
| 1,846 |
Total non-current assets |
|
| 53,979 |
|
| 62,702 |
Total assets |
| $ | 70,216 |
| $ | 81,037 |
|
|
|
|
| ||
Liabilities, redeemable non-controlling interests and equity |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Short-term debt |
| $ | 1,406 |
| $ | 1,505 |
Trade accounts payable |
|
| 13,354 |
|
| 14,082 |
Operating lease obligations |
|
| 2,394 |
|
| 2,382 |
Accrued expenses and other liabilities |
|
| 9,245 |
|
| 8,673 |
Income taxes |
|
| 185 |
|
| 312 |
Total current liabilities |
|
| 26,585 |
|
| 26,953 |
|
|
|
|
| ||
Non-current liabilities: |
|
|
|
| ||
Long-term debt |
|
| 6,609 |
|
| 8,044 |
Operating lease obligations |
|
| 19,725 |
|
| 20,921 |
Deferred income taxes |
|
| 1,114 |
|
| 1,195 |
Accrued litigation obligations |
|
| 5,757 |
|
| 6,008 |
Other non-current liabilities |
|
| 3,170 |
|
| 5,736 |
Total non-current liabilities |
|
| 36,375 |
|
| 41,905 |
|
|
|
|
| ||
Redeemable non-controlling interests |
|
| 104 |
|
| 174 |
Total equity |
|
| 7,153 |
|
| 12,005 |
Total liabilities, redeemable non-controlling interests and equity |
| $ | 70,216 |
| $ | 81,037 |
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS | ||||||||
(UNAUDITED) | ||||||||
(in millions) | ||||||||
|
| Six months ended | ||||||
|
|
|
|
| ||||
Cash flows from operating activities: |
|
|
|
| ||||
Net loss |
| $ | (4,640 | ) |
| $ | (12,600 | ) |
Adjustments to reconcile net loss to net cash used for operating activities: |
|
|
|
| ||||
Depreciation and amortization |
|
| 1,236 |
|
|
| 1,230 |
|
Deferred income taxes |
|
| (54 | ) |
|
| (1,331 | ) |
Stock compensation expense |
|
| 59 |
|
|
| 99 |
|
Earnings from equity method investments |
|
| (29 | ) |
|
| (137 | ) |
Impairment of goodwill, intangibles and long-lived assets |
|
| 5,660 |
|
|
| 13,589 |
|
Gain on sale of equity method investments |
|
| (391 | ) |
|
| (758 | ) |
Gain on sale-leaseback transactions |
|
| — |
|
|
| (258 | ) |
(Gain) loss on variable prepaid forward contracts |
|
| (777 | ) |
|
| 888 |
|
Other |
|
| (79 | ) |
|
| (121 | ) |
Changes in certain assets and liabilities: |
|
|
|
| ||||
Accounts receivable, net |
|
| (188 | ) |
|
| (850 | ) |
Inventories |
|
| 367 |
|
|
| (279 | ) |
Other current assets |
|
| 46 |
|
|
| 53 |
|
Trade accounts payable |
|
| (627 | ) |
|
| 142 |
|
Accrued expenses and other liabilities |
|
| (180 | ) |
|
| 20 |
|
Income taxes |
|
| (297 | ) |
|
| 256 |
|
Accrued litigation obligations |
|
| (235 | ) |
|
| (391 | ) |
Other non-current assets and liabilities |
|
| (212 | ) |
|
| (471 | ) |
Net cash used for operating activities |
|
| (339 | ) |
|
| (918 | ) |
Cash flows from investing activities: |
|
|
|
| ||||
Additions to property, plant and equipment |
|
| (503 | ) |
|
| (858 | ) |
Proceeds from sale-leaseback transactions |
|
| 1 |
|
|
| 727 |
|
Proceeds from sale of other assets |
|
| 769 |
|
|
| 1,311 |
|
Business, investment and asset acquisitions, net of cash acquired |
|
| (25 | ) |
|
| (228 | ) |
Other |
|
| 99 |
|
|
| (50 | ) |
Net cash provided by investing activities |
|
| 342 |
|
|
| 902 |
|
Cash flows from financing activities: |
|
|
|
| ||||
Net change in short-term debt with maturities of 3 months or less |
|
| — |
|
|
| 426 |
|
Proceeds from debt |
|
| 14,568 |
|
|
| 15,001 |
|
Payments of debt |
|
| (16,046 | ) |
|
| (14,948 | ) |
Proceeds from variable prepaid forward contracts |
|
| — |
|
|
| 424 |
|
|
| (36 | ) |
|
| (69 | ) | |
Cash dividends paid |
|
| (432 | ) |
|
| (828 | ) |
Other |
|
| (27 | ) |
|
| (132 | ) |
Net cash used for financing activities |
|
| (1,973 | ) |
|
| (127 | ) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
| (8 | ) |
|
| 2 |
|
Changes in cash, cash equivalents and restricted cash: |
|
|
|
| ||||
Net decrease in cash, cash equivalents and restricted cash |
|
| (1,978 | ) |
|
| (142 | ) |
Cash, cash equivalents and restricted cash at beginning of period |
|
| 3,218 |
|
|
| 856 |
|
Cash, cash equivalents and restricted cash at end of period |
| $ | 1,241 |
|
| $ | 715 |
|
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 presents certain information related to current period operating results on a "constant currency" basis, which is a specific 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 the leap day.
For the Company’s
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 30-day equivalent prescriptions, and comparable prescriptions excluding immunizations 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.
Amounts may not add due to rounding. All percentages and ratios have been calculated using unrounded amounts.
| ||||||||||||||||
NET LOSS TO ADJUSTED NET EARNINGS AND DILUTED NET LOSS PER SHARE TO ADJUSTED DILUTED NET EARNINGS PER SHARE |
| (in millions, except per share amounts) | ||||||||||||||
|
| |||||||||||||||
|
| Three months ended |
| Six months ended | ||||||||||||
|
|
|
|
|
|
|
|
| ||||||||
Net loss attributable to |
| $ | (2,853 | ) |
| $ | (5,908 | ) |
| $ | (3,118 | ) |
| $ | (5,975 | ) |
Adjustments to operating loss: |
|
|
|
|
|
|
|
| ||||||||
Impairment of goodwill, intangibles and long-lived assets 1 |
|
| 5,343 |
|
|
| 13,090 |
|
|
| 5,343 |
|
|
| 13,090 |
|
Certain legal and regulatory accruals and settlements 2 |
|
| 548 |
|
|
| 242 |
|
|
| 607 |
|
|
| 324 |
|
Acquisition-related amortization 3 |
|
| 250 |
|
|
| 270 |
|
|
| 520 |
|
|
| 545 |
|
Footprint optimization 4 |
|
| 68 |
|
|
| — |
|
|
| 400 |
|
|
| — |
|
Acquisition and disposition-related costs 5 |
|
| 94 |
|
|
| 249 |
|
|
| 198 |
|
|
| 412 |
|
Adjustments to equity earnings in Cencora 6 |
|
| 33 |
|
|
| 22 |
|
|
| 109 |
|
|
| 72 |
|
LIFO provision 7 |
|
| 12 |
|
|
| — |
|
|
| 24 |
|
|
| 48 |
|
Transformational cost management 8 |
|
| 3 |
|
|
| 197 |
|
|
| (12 | ) |
|
| 306 |
|
Total adjustments to operating loss 9 |
|
| 6,352 |
|
|
| 14,071 |
|
|
| 7,190 |
|
|
| 14,797 |
|
|
|
|
|
|
|
|
|
| ||||||||
Adjustments to other income (expense), net: |
|
|
|
|
|
|
|
| ||||||||
(Gains) losses on certain non-hedging derivatives 10 |
|
| (977 | ) |
|
| 522 |
|
|
| (777 | ) |
|
| 888 |
|
Gain on sale of equity method investment 11 |
|
| (359 | ) |
|
| (712 | ) |
|
| (391 | ) |
|
| (852 | ) |
Gain on investments, net 12 |
|
| (124 | ) |
|
| — |
|
|
| (124 | ) |
|
| — |
|
Loss on disposal of business 13 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4 |
|
Total adjustments to other income (expense), net |
|
| (1,460 | ) |
|
| (190 | ) |
|
| (1,292 | ) |
|
| 40 |
|
|
|
|
|
|
|
|
|
| ||||||||
Adjustments to interest expense, net: |
|
|
|
|
|
|
|
| ||||||||
Interest expense on debt 14 |
|
| 6 |
|
|
| 6 |
|
|
| 15 |
|
|
| 6 |
|
Total adjustments to interest expense, net |
|
| 6 |
|
|
| 6 |
|
|
| 15 |
|
|
| 6 |
|
|
|
|
|
|
|
|
|
| ||||||||
Adjustments to income tax benefit: |
|
|
|
|
|
|
|
| ||||||||
Discrete tax items and tax impact of adjustments 15 |
|
| (381 | ) |
|
| (595 | ) |
|
| (426 | ) |
|
| (798 | ) |
Equity method non-cash tax 15 |
|
| 9 |
|
|
| 11 |
|
|
| 4 |
|
|
| 15 |
|
Total adjustments to income tax benefit |
|
| (372 | ) |
|
| (584 | ) |
|
| (422 | ) |
|
| (783 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Adjustments to post-tax earnings (loss) from other equity method investments: |
|
|
|
|
|
|
|
| ||||||||
Adjustments to earnings (loss) in other equity method investments 16 |
|
| 6 |
|
|
| 9 |
|
|
| 13 |
|
|
| 19 |
|
Total adjustments to post-tax earnings (loss) from other equity method investments |
|
| 6 |
|
|
| 9 |
|
|
| 13 |
|
|
| 19 |
|
|
|
|
|
|
|
|
|
| ||||||||
Adjustments to net loss attributable to non-controlling interests: |
|
|
|
|
|
|
|
| ||||||||
Impairment of goodwill, intangibles and long-lived assets 1 |
|
| (1,077 | ) |
|
| (6,195 | ) |
|
| (1,077 | ) |
|
| (6,195 | ) |
Impact of |
|
| — |
|
|
| — |
|
|
| (137 | ) |
|
| — |
|
Acquisition-related amortization 3 |
|
| (32 | ) |
|
| (58 | ) |
|
| (78 | ) |
|
| (116 | ) |
Acquisition and disposition-related costs 5 |
|
| (14 | ) |
|
| (116 | ) |
|
| (80 | ) |
|
| (186 | ) |
Certain legal and regulatory accruals and settlements 2 |
|
| (1 | ) |
|
| — |
|
|
| (19 | ) |
|
| — |
|
Discrete tax items 15 |
|
| (12 | ) |
|
| — |
|
|
| (12 | ) |
|
| — |
|
Total adjustments to net loss attributable to non-controlling interests |
|
| (1,136 | ) |
|
| (6,369 | ) |
|
| (1,404 | ) |
|
| (6,497 | ) |
Adjusted net earnings attributable to |
| $ | 543 |
|
| $ | 1,036 |
|
| $ | 983 |
|
| $ | 1,607 |
|
|
|
|
|
|
|
|
|
| ||||||||
Diluted net loss per common share (GAAP) 18 |
| $ | (3.30 | ) |
| $ | (6.85 | ) |
| $ | (3.61 | ) |
| $ | (6.93 | ) |
Adjustments to operating loss |
|
| 7.33 |
|
|
| 16.27 |
|
|
| 8.30 |
|
|
| 17.12 |
|
Adjustments to other income (expense), net |
|
| (1.68 | ) |
|
| (0.22 | ) |
|
| (1.49 | ) |
|
| 0.05 |
|
Adjustments to interest expense, net |
|
| 0.01 |
|
|
| 0.01 |
|
|
| 0.02 |
|
|
| 0.01 |
|
Adjustments to income tax benefit |
|
| (0.43 | ) |
|
| (0.68 | ) |
|
| (0.49 | ) |
|
| (0.91 | ) |
Adjustments to post-tax earnings (loss) from other equity method investments |
|
| 0.01 |
|
|
| 0.01 |
|
|
| 0.02 |
|
|
| 0.02 |
|
Adjustments to net loss attributable to non-controlling interests |
|
| (1.31 | ) |
|
| (7.37 | ) |
|
| (1.62 | ) |
|
| (7.52 | ) |
Adjusted diluted net earnings per common share (Non-GAAP measure) 19 |
| $ | 0.63 |
|
| $ | 1.20 |
|
| $ | 1.13 |
|
| $ | 1.86 |
|
Weighted average common shares outstanding, diluted (in millions) 19 |
|
| 866.5 |
|
|
| 864.6 |
|
|
| 866.0 |
|
|
| 864.3 |
|
1 | These charges are recorded in Selling, general and administrative expenses and Impairment of goodwill within the Consolidated Condensed Statements of Earnings. 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. Impairment of goodwill, intangibles and long-lived assets recognized in the three months ended | |
2 | 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. | |
3 | Acquisition-related amortization includes amortization of acquisition-related intangible assets and stock-based compensation fair valuation adjustments. Amortization of acquisition-related intangible assets includes amortization of intangible assets such as customer relationships, provider networks, 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 in 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
| Footprint Optimization 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. | |
5 | Acquisition and disposition-related costs are transaction and integration costs associated with certain merger, acquisition and divestitures related activities recorded in Selling, general and administrative expenses within the Consolidated Condensed Statements 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 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. As part of the amendment to the VillageMD Secured Loan executed in the three months ended | |
6 | 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. Adjustments are recorded to Equity earnings in Cencora within the Consolidated Condensed Statements of Earnings. | |
7 | The Company’s | |
8 | 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. | |
9 | Total non-cash impairment charges for goodwill and long-lived assets that were adjusted from Operating loss were | |
10 | Includes fair value gains or losses on the VPF derivatives and gains on VPF settlements. These charges are recorded in Other income (expense), net, within the Consolidated Condensed Statements of Earnings. The Company does not believe this volatility related to the non-cash mark-to-market adjustments and associated settlement gains or losses on the underlying derivative instruments reflects the Company’s operational performance. | |
11 | 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. | |
12 | Includes significant gains resulting from the change in classification of equity securities as well as the fair value adjustments recorded on investments in equity securities to Other income (expense), net, in the Consolidated Condensed Statements of Earnings. In the three and six months ended | |
13 | Includes gains or losses related to the sale of businesses. These charges 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. | |
14 | Primarily 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. | |
15 | Adjustments to income tax benefit include adjustments to the GAAP basis tax benefit commensurate with non-GAAP adjustments and certain discrete tax items including | |
16 | Adjustments to post-tax earnings (loss) 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 (loss) 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. | |
17 | In the three months ended | |
18 | 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. | |
19 | 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 Other |
| ||||||||||
Sales |
| $ | 30,380 |
| $ | 6,060 |
| $ | 2,152 |
|
| $ | (4 | ) |
| $ | 38,588 |
Gross profit (GAAP) |
| $ | 5,301 |
| $ | 1,285 |
| $ | 346 |
|
| $ | 2 |
|
| $ | 6,935 |
Footprint optimization |
|
| 15 |
|
| — |
|
| — |
|
|
| — |
|
|
| 15 |
LIFO provision |
|
| 12 |
|
| — |
|
| — |
|
|
| — |
|
|
| 12 |
Acquisition-related amortization |
|
| 5 |
|
| — |
|
| (3 | ) |
|
| — |
|
|
| 2 |
Adjusted gross profit (Non-GAAP measure) |
| $ | 5,333 |
| $ | 1,285 |
| $ | 342 |
|
| $ | 2 |
|
| $ | 6,963 |
|
| (in millions) | ||||||||||||||
|
| Three months ended | ||||||||||||||
|
|
| International |
|
| Corporate and Other |
| |||||||||
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 |
|
| (in millions) | ||||||||||||||
|
| Six months ended | ||||||||||||||
|
|
| International |
|
| Corporate and Other |
| |||||||||
Sales |
| $ | 61,246 |
| $ | 12,485 |
| $ | 4,325 |
| $ | (8 | ) |
| $ | 78,048 |
Gross profit (GAAP) |
| $ | 10,533 |
| $ | 2,588 |
| $ | 585 |
| $ | 7 |
|
| $ | 13,714 |
LIFO provision |
|
| 24 |
|
| — |
|
| — |
|
| — |
|
|
| 24 |
Acquisition-related amortization |
|
| 11 |
|
| — |
|
| 10 |
|
| — |
|
|
| 21 |
Footprint optimization |
|
| 16 |
|
| — |
|
| — |
|
| — |
|
|
| 16 |
Adjusted gross profit (Non-GAAP measure) |
| $ | 10,584 |
| $ | 2,588 |
| $ | 596 |
| $ | 7 |
|
| $ | 13,775 |
|
| (in millions) | ||||||||||||||
|
| Six months ended | ||||||||||||||
|
|
| International |
|
| Corporate and Other |
| |||||||||
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 |
NON-GAAP RECONCILIATION ON A CONSOLIDATED BASIS
|
| (in millions) | ||||||||||||||
| Three months ended |
| Three months ended |
| Six months ended |
| Six months ended | |||||||||
Operating loss (GAAP) |
| $ | (5,567 | ) |
| $ | (13,171 | ) |
| $ | (5,812 | ) |
| $ | (13,209 | ) |
Impairment of goodwill, intangibles and long-lived assets |
|
| 5,343 |
|
|
| 13,090 |
|
|
| 5,343 |
|
|
| 13,090 |
|
Certain legal and regulatory accruals and settlements |
|
| 548 |
|
|
| 242 |
|
|
| 607 |
|
|
| 324 |
|
Acquisition-related amortization |
|
| 250 |
|
|
| 270 |
|
|
| 520 |
|
|
| 545 |
|
Footprint optimization |
|
| 68 |
|
|
| — |
|
|
| 400 |
|
|
| — |
|
Acquisition and disposition-related costs |
|
| 94 |
|
|
| 249 |
|
|
| 198 |
|
|
| 412 |
|
Adjustments to equity earnings in Cencora |
|
| 33 |
|
|
| 22 |
|
|
| 109 |
|
|
| 72 |
|
LIFO provision |
|
| 12 |
|
|
| — |
|
|
| 24 |
|
|
| 48 |
|
Transformational cost management |
|
| 3 |
|
|
| 197 |
|
|
| (12 | ) |
|
| 306 |
|
Adjusted operating income (Non-GAAP measure) |
| $ | 785 |
|
| $ | 900 |
|
| $ | 1,378 |
|
| $ | 1,588 |
|
OPERATING LOSS TO ADJUSTED EBITDA FOR
|
| (in millions) | ||||||||||||||
|
| Three months ended |
| Six months ended | ||||||||||||
|
|
|
|
| ||||||||||||
Operating loss (GAAP) 1 |
| $ | (3,304 | ) |
| $ | (13,059 | ) |
| $ | (3,630 | ) |
| $ | (13,494 | ) |
Impairment of goodwill, intangibles and long-lived assets 2 |
|
| 3,252 |
|
|
| 12,579 |
|
|
| 3,252 |
|
|
| 12,579 |
|
Acquisition-related amortization 3 |
|
| 123 |
|
|
| 159 |
|
|
| 263 |
|
|
| 324 |
|
Acquisition and disposition-related costs 4 |
|
| 45 |
|
|
| 285 |
|
|
| 208 |
|
|
| 458 |
|
Certain legal and regulatory accruals and settlements 5 |
|
| 2 |
|
|
| — |
|
|
| 47 |
|
|
| — |
|
Footprint optimization 6 |
|
| — |
|
|
| — |
|
|
| 4 |
|
|
| — |
|
Transformational cost management 7 |
|
| — |
|
|
| 3 |
|
|
| (1 | ) |
|
| 5 |
|
Adjusted operating income (loss) |
|
| 117 |
|
|
| (34 | ) |
|
| 142 |
|
|
| (129 | ) |
Depreciation expense |
|
| 31 |
|
|
| 38 |
|
|
| 65 |
|
|
| 81 |
|
Stock-based compensation expense 8 |
|
| 11 |
|
|
| 13 |
|
|
| 22 |
|
|
| 26 |
|
Adjusted EBITDA (Non-GAAP measure) |
| $ | 158 |
|
| $ | 17 |
|
| $ | 228 |
|
| $ | (22 | ) |
1 | The Company reconciles Adjusted EBITDA for the | |
2 | These charges are recorded in Selling, general and administrative expenses and Impairment of goodwill within the Consolidated Condensed Statements of Earnings. 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. 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 and stock-based compensation fair valuation adjustments. Amortization of acquisition-related intangible assets includes amortization of intangible assets such as customer relationships, provider networks, 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 in 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 and disposition-related costs are transaction and integration costs associated with certain merger, acquisition and divestitures related activities recorded in Selling, general and administrative expenses within the Consolidated Condensed Statements 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 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. As part of the amendment to the VillageMD Secured Loan executed in the three months ended | |
5 | 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. | |
6 | Footprint Optimization 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. | |
7 | 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. | |
8 | 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) |
| $ | 42 |
|
| $ | 79 |
|
| $ | 33 |
|
| $ | 120 |
|
Acquisition-related intangibles amortization |
|
| 21 |
|
|
| 33 |
|
|
| 44 |
|
|
| 67 |
|
|
| — |
|
|
| — |
|
|
| 42 |
|
|
| — |
| |
Restructuring and other expenses |
|
| 3 |
|
|
| 5 |
|
|
| 10 |
|
|
| 11 |
|
Litigation and opioid-related expenses |
|
| 1 |
|
|
| (10 | ) |
|
| 8 |
|
|
| (9 | ) |
Acquisition-related integration and restructuring expenses |
|
| 3 |
|
|
| 2 |
|
|
| 6 |
|
|
| 7 |
|
Loss from divestitures |
|
| 4 |
|
|
| — |
|
|
| 4 |
|
|
| (7 | ) |
|
| 1 |
|
|
| 3 |
|
|
| 2 |
|
|
| 7 |
| |
Amortization of basis difference in OneOncology investment |
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| 1 |
|
Tax reform |
|
| 3 |
|
|
| — |
|
|
| 1 |
|
|
| 3 |
|
LIFO expense |
|
| (1 | ) |
|
| (6 | ) |
|
| — |
|
|
| 5 |
|
Remeasurement of equity investment |
|
| — |
|
|
| 2 |
|
|
| (1 | ) |
|
| 2 |
|
Gain from antitrust litigation settlements |
|
| (2 | ) |
|
| (6 | ) |
|
| (7 | ) |
|
| (14 | ) |
Adjusted equity earnings in Cencora (Non-GAAP measure) |
| $ | 75 |
|
| $ | 101 |
|
| $ | 142 |
|
| $ | 192 |
|
ADJUSTED EFFECTIVE TAX RATE
|
| (in millions) | ||||||||||||||||||
|
| Three months ended |
| Three months ended | ||||||||||||||||
|
| (Loss) earnings before Income tax (benefit) provision |
| Income tax (benefit) provision |
| Effective tax rate |
| (Loss) earnings before income tax benefit |
| Income tax benefit |
| Effective tax rate | ||||||||
Effective tax rate (GAAP) |
| $ | (4,246 | ) |
| $ | (212 | ) |
| 5.0% |
| $ | (13,114 | ) |
| $ | (782 | ) |
| 6.0% |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Impact of non-GAAP adjustments and discrete tax items |
|
| 4,898 |
|
|
| 85 |
|
|
|
|
| 13,887 |
|
|
| 700 |
|
|
|
Equity method non-cash tax |
|
| — |
|
|
| (9 | ) |
|
|
|
| — |
|
|
| (11 | ) |
|
|
Adjusted tax rate true-up |
|
| — |
|
|
| 296 |
|
|
|
| — |
|
|
| (105 | ) |
|
| |
Subtotal |
| $ | 653 |
|
| $ | 160 |
|
|
| $ | 773 |
|
| $ | (198 | ) |
|
| |
Exclude adjusted equity earnings in Cencora |
|
| (75 | ) |
|
| — |
|
| (101 | ) |
|
| — |
|
|
| |||
Adjusted effective tax rate excluding adjusted equity earning in Cencora (Non-GAAP measure) |
| $ | 578 |
|
| $ | 160 |
|
| 27.7% |
| $ | 672 |
|
| $ | (198 | ) |
| (29.4)% |
|
| (in millions) | ||||||||||||||||||
|
| Six months ended |
| Six months ended | ||||||||||||||||
|
| (Loss) earnings before Income tax (benefit) provision |
| Income tax (benefit) provision |
| Effective tax rate |
| (Loss) earnings before income tax benefit |
| Income tax benefit |
| Effective tax rate | ||||||||
Effective tax rate (GAAP) |
| $ | (4,783 | ) |
| $ | (147 | ) |
| 3.1% |
| $ | (13,472 | ) |
| $ | (856 | ) |
| 6.4% |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Impact of non-GAAP adjustments and discrete tax items |
|
| 5,913 |
|
|
| 85 |
|
|
|
|
| 14,843 |
|
|
| 932 |
|
|
|
Equity method non-cash tax |
|
| — |
|
|
| (4 | ) |
|
|
| — |
|
|
| (15 | ) |
|
| |
Adjusted tax rate true-up |
|
| — |
|
|
| 340 |
|
|
|
| — |
|
|
| (134 | ) |
|
| |
Subtotal |
| $ | 1,130 |
|
| $ | 275 |
|
|
| $ | 1,371 |
|
| $ | (73 | ) |
|
| |
Exclude adjusted equity earnings in Cencora |
|
| (142 | ) |
|
| — |
|
|
| (192 | ) |
| — |
| |||||
Adjusted effective tax rate excluding adjusted equity earning in Cencora (Non-GAAP measure) |
| $ | 987 |
|
| $ | 275 |
|
| 27.8% |
| $ | 1,179 |
|
| $ | (73 | ) |
| (6.2)% |
FREE CASH FLOW
|
| (in millions) | ||||||||||||||
|
| Three months ended |
| Six months ended | ||||||||||||
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|
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Net cash used for operating activities (GAAP) |
| $ | (199 | ) |
| $ | (637 | ) |
| $ | (339 | ) |
| $ | (918 | ) |
Less: Additions to property, plant and equipment |
|
| (219 | ) |
|
| (351 | ) |
|
| (503 | ) |
|
| (858 | ) |
Plus: Bulk purchase annuity premium contributions 1 |
|
| — |
|
|
| 379 |
|
|
| — |
|
|
| 379 |
|
Free cash flow (Non-GAAP measure) 2 |
| $ | (418 | ) |
| $ | (610 | ) |
| $ | (842 | ) |
| $ | (1,397 | ) |
1 | During the three-month period ended on | |
2 | 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 and incremental pension 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. |
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