James A. Beer
Analyst · Credit Suisse
Thank you, John, and good afternoon, everyone. As you've just heard, we are pleased with our third quarter operating results, driven by the solid performance of our Distribution Solutions segment. Late in the third quarter and consistent with our expectations, we secured operating control of Celesio. As we look ahead, we are working to execute against our previously articulated synergy case and are beginning our integration efforts. Today, I will walk you through our third quarter consolidated financial results and I will also provide an update on our fiscal 2015 outlook. Later in my remarks, I will highlight revisions to our financial statement presentation, subsequent to achieving operating control of Celesio, alongside key transaction milestones and assumptions. Before I review our third quarter results, there are 4 items that I'd like to bring to your attention that I hope will give you a better perspective on our performance in the quarter. First, in addition to the solid execution across our business, our third quarter results were aided by a lower-than-expected tax rate, primarily due to the passage of recent legislation. The related reduction in our tax expense for the quarter contributed approximately $0.13 to our adjusted earnings. Second, our third quarter Distribution Solutions' adjusted operating profit reflects a timing benefit, primarily from a pull-forward of certain brand price increases from our fiscal fourth quarter into our fiscal third quarter. This benefit contributed approximately $0.09 to our adjusted earnings. Third, during our second quarter earnings call, we discussed our average exchange rate assumption of $1.31 per euro, applicable to our fiscal 2015 adjusted EPS guidance range. While currency rate movements did not have a material impact on our adjusted EPS during the first half of our fiscal year, I indicated that we expected a negative foreign currency translation impact of approximately $0.04 during the second half of fiscal '15. The actual adjusted EPS impact from currency movements during our fiscal third quarter was approximately $0.03 per share. Given the recent strengthening of the U.S. dollar, we are now assuming an average exchange rate of $1.15 per euro in the fourth quarter. This would drive a negative foreign currency translation impact of approximately $0.04 to our adjusted EPS in the fourth quarter. In summary, the negative foreign currency translation impact on our full year adjusted EPS, as compared to our original plan, is now anticipated to be approximately $0.07 versus the previously guided $0.04. Lastly, we realized a $0.05 benefit from an update to our accounting for the noncontrolling interest in Celesio, which I'll cover later in my remarks. We now expect adjusted earnings per diluted share from continuing operations of $10.80 to $10.95 for fiscal 2015, based on a full year average exchange rate of $1.29 per euro. Now let's move to our results. My remarks today will focus on our third quarter adjusted EPS from continuing operations of $2.89, which excludes 3 items: Amortization of acquisition-related intangibles; acquisition expenses and related adjustments; and LIFO-related adjustments. Turning now to our consolidated results, which can be found on Schedule 2A. Consolidated revenues increased 37% for the quarter to $47 billion. On this 37% revenue growth, adjusted gross profit for the quarter increased 52% to $3 billion, driven by Celesio and the performance of our other Distribution Solutions businesses. Total adjusted operating expenses of approximately $2 billion were up 61% for the quarter. Excluding the impact of Celesio, operating expenses increased 3% for the quarter. Other income was $13 million during Q3. Interest expense increased 64% versus the prior year to $97 million, driven by debt issued and assumed related to our acquisition of Celesio. Now moving to taxes. This quarter's adjusted tax rate benefited significantly from the R&D and international tax provisions of legislation passed in December 2014, which applied retroactively to the beginning of the calendar year. The resulting benefit of approximately $20 million, in addition to other discrete items, reduced our Q3 tax rate to 28.7%. For the full year, we now expect our adjusted tax rate to be approximately 31%. Adjusted income from continuing operations for the quarter were $679 million, with our adjusted earnings per diluted share from continuing operations at $2.89, up 95% versus the prior year. Excluding Canadian tax reserve adjustments and the technology product realignment and impairment charges taken in the prior year totaling $0.70, our adjusted EPS was up 33%. As I discussed earlier, our adjusted earnings per diluted share this quarter benefited from a lower-than-expected tax rate and from a pull-forward of certain brand price increases from our fiscal fourth quarter into our third quarter. Collectively, these benefits contributed approximately $0.22 to our adjusted earnings from continuing operations per diluted share during the quarter. Wrapping up our consolidated results. Diluted weighted average shares outstanding increased by 1% year-over-year to 236 million. Now let's turn to the segment results, which can be found on Schedule 3A. Distribution Solutions' segment revenues increased for the quarter to $46 billion, up 38% on a reported basis and 39% on a constant-currency basis. North America pharmaceutical distribution and services revenues increased to $37.4 billion, up 17% on a reported and constant-currency basis. Current quarter revenue growth primarily reflects market growth and our mix of business, including strong growth from existing customers, continued demand for drugs used in the treatment of hepatitis C and the timing of certain generic launches. Driven by these factors, we now expect that for fiscal '15, our North America revenue will grow by a mid-teens percentage over the prior year. International pharmaceutical distribution and services revenues were $7.3 billion for the third quarter. On a constant-currency basis, revenues increased 7% on the underlying revenues of Celesio. Medical-Surgical revenues were up 7% for the quarter, driven by market growth, including the incremental benefit of a strong flu season. Distribution Solutions' adjusted gross profit increased 63% for the quarter on 38% revenue growth, resulting in an 87 basis point improvement in our adjusted gross profit margin, driven by our acquisition of Celesio and the market growth. Adjusted operating expense for the segment increased 90% for the quarter, primarily due to our acquisition of Celesio. Excluding Celesio, operating expenses for the segment increased 6% year-over-year. This increase was primarily driven by the strong revenue growth within our North America pharmaceutical distribution and services business during the quarter. The segment-adjusted operating margin rate for the quarter was 226 basis points, a decline of 8 basis points versus the prior year. This decline was driven by a higher mix of branded drug sales and an adjusted operating profit contribution from Celesio that was lower than we expected. Excluding the impact of Celesio and the hepatitis C drugs, the segment-adjusted operating margin was 248 basis points, an increase of 14 basis points over the prior year. Based on our anticipated mix of revenues, including continued strong demand for hepatitis C drugs and the lower contribution from Celesio, we now expect the full year Distribution Solutions' adjusted operating margin to be down mid-single digit basis points versus the prior year. Turning now to Technology Solutions. Revenues were down 7% for the quarter to $755 million. This decline was primarily driven by the anticipated revenue softness of the Horizon clinical software platform, the planned elimination of a product line and the wind down of our U.K. workforce business, partially offset by growth in our other technology businesses. For the full year, we now expect revenues to decline by mid-single digits year-over-year, driven by the factors I just mentioned and the impact of some large customers delaying certain contracting decisions due to competing business and regulatory priorities. Adjusted operating expenses in the segment decreased 11%, driven by our restructuring actions. Excluding the impact of charges taken in the prior year, operating expenses declined 8% year-over-year. Third quarter adjusted operating profit for the segment increased 60% to $123 million. Adjusting for the impact of prior year charges, adjusted operating profit increased 3% year-over-year on 7% lower revenues. The segment-adjusted operating margin rate was 16.3%. Adjusting for the impact of prior year charges, the adjusted operating margin was up 167 basis points year-over-year. I'll now review our balance sheet metrics. As you've heard me discuss before, each of our working capital metrics can be significantly impacted by timing. In addition, our working capital metrics also include Celesio. For receivables, our days sales outstanding increased 2 days versus the prior year to 26 days. Excluding Celesio, our days sales outstanding remained flat year-over-year. Our days sales in inventories remained flat year-over-year at 31 days. Our days sales in payables increased 5 days year-over-year to 52 days. Excluding Celesio, our days sales in payables increased 6 days to 53 days. We generated $1.2 billion in cash flow from operations during the first 9 months of fiscal 2015. Overall, for the full year, we continue to expect our cash flow from operations to be approximately $3 billion. We ended the quarter with a cash balance of $4.6 billion, with $2.2 billion held offshore. Internal capital spending totaled $405 million for the first 9 months of fiscal 2015. We now expect full year internal capital spending to be approximately $525 million versus our initial guidance of $575 million to $625 million. Now I'll turn to our adjusted EPS outlook. Let me once again remind you that our earnings this quarter was specifically impacted by 3 items that also affect our full year outlook. First, we benefited from a lower-than-expected tax rate which allowed us to reduce our full year adjusted tax rate to 31%. Second, the negative foreign currency translation impact to our full year adjusted EPS is now anticipated to be $0.07 versus the $0.04 previously expected. And we have now updated the full year average exchange rate applicable to our adjusted EPS guidance to a rate of $1.29 per euro. Lastly, based on our anticipated mix of revenues, including continued strength and demand for hepatitis C drugs and a lower-than-expected profit contribution from Celesio, we now expect the full year Distribution Solutions' adjusted operating margin to be down mid-single digit basis points versus the prior year. Considering these items and our year-to-date results, we are updating and narrowing our guidance for adjusted earnings from continuing operations to a range of between $10.80 and $10.95 per diluted share. With respect to GAAP earnings per share for the full year, we now expect $1.48 in amortization of acquisition-related intangible assets and $0.63 of acquisition expenses and related adjustments. We also expect to exclude between $0.97 and $1.07 per share in LIFO-related adjustments. Now let me take a few moments to talk about our updated financial statement presentation for the noncontrolling interest in Celesio. At the highest level, we continue to consolidate the financial results of Celesio and we continue to expect that our ownership of Celesio will remain at approximately 76% for the remainder of fiscal 2015. However, as a result of achieving operating control of Celesio in December 2014, some important changes were necessary to appropriately reflect McKesson's obligations to the minority shareholders of Celesio within our financial statements. When we initially gained greater than 75% of Celesio's fully diluted shares during the fourth quarter of fiscal 2014, you might recall that a line titled Net Income Attributable to Noncontrolling Interests was presented below our net income line on Schedule 1, which accompanied our press release. Through the second quarter of fiscal 2015, this line item primarily reflected the minority shareholders' claim to approximately 24% of Celesio's net income. Subsequent to achieving operating control this past December, McKesson now retains 100% of Celesio's net income. In exchange, McKesson is obligated to pay an annual dividend of EUR 0.83 per share to Celesio's minority shareholders. In today's results, this dividend drives approximately $50 million of the Schedule 1 entry for the 9 months ended December 31, under the heading Net Income Attributable to Noncontrolling Interests. This $50 million amount addresses our calendar 2014 dividend commitment to Celesio's minority shareholders. Beginning in our fourth quarter and continuing through subsequent fiscal years, this EUR 0.83 dividend will drive a quarterly expense of approximately $12 million, assuming our 76% ownership stake remains unchanged and an exchange rate of $1.15 per euro. Once again, these dividends will be recorded in the line entitled Net Income Attributable to Noncontrolling Interests. This change in accounting contributed approximately $0.05 to our adjusted EPS in Q3. We do not expect any material impact to adjusted EPS from the accounting change in Q4. Distribution's segment results as outlined on Schedules 3 and 4 continued to reflect 100% of the results of Celesio. The balance sheet, as reflected on Schedule 5, includes a new caption titled Redeemable Noncontrolling Interests. Subsequent to a pending operating control of Celesio, the carrying value of the noncontrolling interests in Celesio of approximately $1.5 billion were reclassified from equity to redeemable noncontrolling interests. This reclassification was triggered when noncontrolling interests in Celesio became redeemable, allowing put rights held by the minority shareholders to be exercised. As a reminder, these put rights allow minority shareholders to sell their Celesio shares to McKesson at a price of EUR 22.99. In summary, now that we have operating control of Celesio, we recognized 100% of Celesio's net income while owning only 76% of Celesio's outstanding shares. And for this benefit, we are obligated to record annual dividend compensation of EUR 0.83 per share or approximately $12 million per quarter, payable to Celesio's minority shareholders. In addition, our assumptions related to our previously articulated transaction synergies are unchanged. As mentioned by John, by fiscal 2019, we still expect to realize annual synergies between $275 million and $325 million. In summary, we've recorded 3 very solid quarters this year and we are excited to have secured operating control of Celesio. We expect the transaction to deliver tremendous value to our customers, manufacturing partners and shareholders in the years ahead. Thank you. And with that, I will turn the call over to the operator for your questions. [Operator Instructions] Travis?