McKesson Corporation (MCK) Q2 2014 Earnings Report, Transcript and Summary

Good morning, and welcome to the McKesson Corporation Quarterly Earnings Conference Call. [Operator Instructions] Today's call is being recorded, and if you have any objections, you may now disconnect at this time. I would now like to introduce Ms. Erin Lampert, Senior Vice President of Investor Relations.

Thank you, Mary. Good morning, and welcome to the McKesson's Fiscal 2014 Second Quarter Earnings Call. I'm joined today by John Hammergren, McKesson's Chairman and CEO; and I'm delighted to welcome James Beer, McKesson's recently appointed Executive Vice President and Chief Financial Officer. John will provide the business update, who will then introduce James, who will review the financial results for the quarter. After James' comments, we will open the call for your questions. We plan to end the call promptly after 1 hour at 9:30 a.m. Eastern Time. Before we begin, I remind listeners that during the course of this call, we will make forward-looking statements within the meaning of federal securities laws. These forward-looking statements involve risks and uncertainties regarding the operations and future results of McKesson. In addition to the company's periodic, current and annual reports filed with the Securities and Exchange Commission, please refer to the text of our press release for a discussion of the risks associated with such forward-looking statements. Finally, please note that on today's call, we will refer to certain non-GAAP financial measures, in which we exclude from our GAAP financial results: acquisition expenses and related adjustments, amortization of acquisition-related intangible assets, certain litigation reserve adjustments and LIFO-related adjustments. We believe these non-GAAP measures will provide useful information for investors. Please refer to our press release announcing second quarter fiscal 2014 results available on our website for a reconciliation of the non-GAAP performance measures to the GAAP financial results. Thanks, and here's John Hammergren.

Thank you, Erin, and thanks, everyone, for joining us on our call. Late last night in the West Coast and early this morning for those of you on the East Coast, McKesson announced our agreement to acquire Celesio for a total consideration of approximately $8.3 billion. McKesson and Celesio will unite to form a global leader in healthcare services. Many of you are quite familiar with Celesio, but for those of you that are not, I want to take a moment to introduce you to this great company. Celesio is a leader in pharmaceutical wholesaling with a presence in key markets across Europe and Brazil and an extensive network of retail pharmacies that are either owned or a part of a strong collaboration model throughout Europe. This transaction brings together the strengths and expertise of 2 leaders in global healthcare with complementary geographic footprints, shared values and a history as a trusted partner to customers dating back approximately 180 years. The United States, Canadian and European healthcare services markets have been experiencing a number of forces driving change across healthcare delivery. Demographics are driving increased utilization. Governments and other payers are demanding more efficient and effective delivery of care, and consumers are more engaged in all aspects of the care continuum driven by access to information. In response to some of the larger forces for change in healthcare, the industry has evolved rapidly, marked by convergence between segments and increased globalization. The combination of McKesson and Celesio will be well positioned to meet the increasing global nature of the pharmaceutical supply chain and continue to enhance our customers' ability to deliver better and more efficient healthcare services. We are very excited about this transaction and the value it will bring to our customers, our supply chain partners, the employees of both organizations and our shareholders. Customers will benefit from increased supply chain efficiency, enhanced global sourcing and a broad array of innovative technology and business services. Our manufacturing partners and suppliers will benefit from access to new markets and the efficiency of a global distribution partner. And the employees of McKesson and Celesio will benefit from being part of an even stronger and larger global company. So let me take a moment to walk through some of the important elements of the agreements we have announced today. McKesson will acquire the Haniel Group's entire stake in Celesio, representing approximately 50.01% of the outstanding shares of the company for EUR 23 per share in cash. McKesson has also agreed to launch parallel voluntary public tender offers for the remaining publicly traded shares and outstanding convertible bonds of Celesio. This transaction has been approved by McKesson's Board of Directors, the Haniel Group's Supervisory Board and Celesio's Supervisory Board. The transaction is subject to regulatory approvals and certain closing conditions, including the acquisition by McKesson of a minimum of 75% of the shares of Celesio on a fully diluted basis. James will provide more color on some of the financial elements of the transaction in his remarks, but I would highlight a couple of things. First, the value and synergy in this transaction will happen over time. By the fourth year, following the completion of the required steps to obtain operating control of Celesio, we expect to realize annual synergies between $275 million and $325 million. To give you a sense of the strength and scale of the business, the combined company is expected to have annual revenues in excess of $150 billion and more than 81,500 employees worldwide, along with operations in over 20 countries. The business will report to Paul Julian, Executive Vice President and Group President of McKesson Distribution Solutions. Paul has skillfully led the Distribution Solutions segment of McKesson for the past 13 years, where he has overseen a period of tremendous revenue growth and profit expansion in our distribution businesses. These businesses have risen to become leaders in their markets, driven by Paul's focus on operational excellence and building the best leadership team in the industry. In summary, we have a great track record of deploying capital wisely, and the acquisition of Celesio continues this trend. The acquisition creates a strong platform for growth, driving benefits for our customers, our manufacturing partners, our employees and our shareholders. Before I move on to our business results for the quarter, I want to take a moment to welcome James Beer to his first quarterly earnings conference call with McKesson. It has certainly been an exciting few weeks since James joined the company earlier this month, and I'm delighted to have an executive of his caliber and experience to lead our finance organization. James has enjoyed a successful CFO tenure at 2 prominent organizations, American Airlines and Symantec. And I know his experience and perspective will add tremendous value, as we complete the acquisition of Celesio over the coming year. Turning now to our results for the quarter. Today, we reported strong second quarter results with total company revenues of $33 billion and adjusted earnings per diluted share from continuing operations of $2.27. Based on our performance for the first half of the fiscal year and our improved outlook for the year, we are raising our full year guidance and now expect to achieve adjusted earnings per diluted share from continuing operations of $8.40 to $8.70. Now I will turn our -- turn to our operations and provide some brief highlights from both segments of our business. Distribution Solutions revenue grew 11% for the quarter, and adjusted operating profit grew 18%. Within our Distribution Solutions segment, our U.S. pharmaceutical business had another quarter of outstanding results. Direct distribution and services revenues increased 13% for the quarter, consistent with our expectations for strong growth for the year. The quarter benefited from growth across our portfolio of generic pharmaceuticals, where we are extremely well positioned with our customer-focused proprietary programs and the value we provide across our extensive generic offering. We continue to benefit from more of our customers choosing to buy more of their generics from McKesson, strong compliance to our generic programs and services, and strong growth in our OneStop Generics program. In the second quarter, we continue to experience favorable pricing on certain products in our generics portfolio, principally driven by a few products where there has been supply disruption. While we are confident in the continued strong performance of our total portfolio of generic pharmaceutical products and programs and the value we provide to our customers, it is difficult to predict larger environmental factors such as supply disruptions and manufacture behavior. That being said, in the updated guidance we provided to you today, we have assumed generic performance continues ahead of our original expectations for the second half of our fiscal year but at a moderated pace compared to the first half of the fiscal year. In summary, I'm proud of the performance of our U.S. pharmaceutical business, which continues to benefit from the excellence of our global sourcing capabilities and our relentless focus on operational excellence. Our specialty business had solid results in the second quarter, and we continue to strengthen our position with our customers and our physician partners. We also saw strong growth in our Canadian business where revenues grew 14% on a constant currency basis, driven by continued growth in our core business and growth from new customers. Our team in Canada has done a tremendous job of growing the business and expanding the value we provide to our customers. We have grown steadily and profitably in Canada over many years, even though the nature of the market and the role of government in healthcare are different from what we experienced here in the United States. In summary, I'm pleased with the performance of the Canadian business in the first half of the fiscal year. Turning to our Medical-Surgical business. We continue to make good progress with the acquisition of PSS, and I'm pleased with the solid results in the first half of our fiscal year. I recently joined the Medical-Surgical team at the Health Industry Distributors Association Annual Meeting. At the meeting, I had a chance to speak with some of our suppliers and hear directly about the expanded opportunities and efficiencies they experienced working with the combined Med-Surg and PSS teams. We remain on track to deliver the value we had envisioned in the business case, and I'm very pleased with our team in the way they have executed against this plan, always remaining focused on taking care of our customers as the top priority. In summary, we've had strong results in Distribution Solutions in the first half of the year. We are excited about the opportunities in front of us and confident in our outlook for the rest of the year. Turning now to our Technology Solutions segment. We had solid results in the second quarter with revenues up 8% and adjusted operating profit up 23% over the prior year. Our adjusted operating margin improved 214 basis points to 16.82%. We continue to benefit from a number of actions we took in the Technology Solutions segment and across the entire enterprise to better position the company for fiscal 2014. Second quarter results in Technology Solutions also benefit from a number of acquisitions we completed in fiscal 2013. The acquisitions we completed last year, along with some of the internal changes to our organization, were all designed to better focus our efforts on our customers' most important priorities: empowering strategic and point of care decisions through business intelligence solutions; preparing for new risk-based payment models, better known as population health; providing tools and services to support value-based reimbursement; and enabling connectivity across the care continuum through interoperability. We continue to make good progress on all of these investments and initiatives, and I'm pleased with the results of our Technology Solutions business in the first half of the fiscal year. Our core businesses are performing well against our plan for the fiscal year, and we continue to invest in the solutions our customers will need to thrive going forward. In summary, it's an exciting time to be at McKesson. Our businesses are performing very well. And today's announcement of our agreement to acquire Celesio makes us very well positioned to continue our leadership in healthcare, in the supply chain and in increasing global markets in which we serve. With that, I'll turn the call over to James and will return to address your questions when he finishes. James?

Thank you, John, and good morning, everyone. As John mentioned, McKesson's second quarter results represent another strong quarter of operating performance across the business. Based on this performance and our outlook for the rest of fiscal 2014, we have updated our full year guidance for adjusted earnings from continuing operations from our previous range of $8.05 to $8.35 to a new range of $8.40 to $8.70 per diluted share. The Celesio acquisition represents an exciting step for McKesson, and we are confident this acquisition will only further compliment the value we bring to our customers, manufacturing partners and shareholders. Today, I will walk you through our second quarter consolidated financial results and provide an update on our fiscal 2014 outlook. And at the end of my remarks, I will review the key financial aspects of the transaction we announced today with Celesio. My remarks will focus on our second quarter adjusted EPS from continuing operations of $2.27, which excludes 4 items: the amortization of acquisition-related intangibles, acquisition expenses and related adjustments, certain litigation reserve adjustments, and LIFO-related adjustments. Before I begin, let me provide a brief update on our divestiture activity. As previously announced on our May 7 earnings call, we discussed our intention to exit our International Technology business, our Hospital Automation business and our minority interest in Nadro. This quarter, we completed the transaction to sell our minority interest in Nadro, and subsequent to the close of the quarter, we executed a definitive agreement to sell our Hospital Automation business. We continue to make good progress on the sale of our International Technology business and expect to provide an update later in the fiscal year. Turning now to our consolidated results, which can be found on Schedule 2A. Consolidated revenues increased 11% for the quarter to $33 billion. On this 11% revenue growth, adjusted gross profit for the quarter increased 22% to $2.1 billion. Solid operating performance in the current year and results from acquisitions closed in fiscal 2013 contributed to both segments achieving healthy adjusted gross profit margins. Total adjusted operating expenses of $1.2 billion were up 23% for the quarter, driven primarily by the impact of acquisitions closed in fiscal 2013. For the full year, excluding the impact of these acquisitions, we expect total company adjusted operating expenses to increase approximately 4%. Other income was relatively flat for the quarter at $9 million. Interest expense increased 7% versus the prior year to $59 million, driven primarily by $1.8 billion in notes issued in late fiscal 2013 and partially offset by the repayment of $500 million in long-term debt in March 2013. Our adjusted tax rate for the quarter of 33% is up from the prior year due to a number of discrete items and a slightly less favorable mix of income. I would remind you that adjusted tax rate may fluctuate from quarter-to-quarter. While our mix of domestic to foreign income has become less favorable this quarter, we are expecting a number of favorable discrete tax items during the balance of our fiscal year. We continue to expect a full year estimate of 31% for our fiscal 2014 adjusted tax rate. Adjusted net income for the quarter was $529 million, and our adjusted earnings per diluted share from continuing operations was $2.27. Wrapping up our consolidated results, diluted weighted average shares outstanding decreased by 3% year-over-year to 233 million. This year's earnings per share number was also aided by the cumulative impact of our share repurchases. Given the planned acquisition of Celesio, we expect our full year diluted weighted average shares outstanding for fiscal 2014 to be 233 million, as we now expect to not repurchase shares during the second half of our fiscal year. Moving now to our segment results, which can be found on Schedule 3A. Distribution Solutions total revenues increased 11% for the quarter to $32.2 billion. Looking at the components, direct distribution and services revenues were up 13% for the quarter to $23.7 billion. Warehouse revenues decreased 10% for the quarter, primarily driven by a shift to direct store delivery. Canadian revenues on a constant currency basis increased 14% this quarter from the prior year, mainly driven by market growth and recent customer wins. Turning now to our Medical-Surgical business. Revenues were up 68% for the quarter to $1.5 billion, driven by the PSS acquisition and market growth. As John mentioned earlier, the combined business continues to perform very well. Distribution Solutions adjusted gross profit increased 24% for the quarter on 11% revenue growth, resulting in a 56-basis-point improvement in our adjusted gross profit margin. In addition to the PSS acquisition, our second quarter gross profit in Distribution Solutions benefited from favorable performance in our generics pharmaceutical portfolio. Adjusted operating expense for the segment increased 31% for the quarter, primarily driven by the acquisitions we made in fiscal 2013. Adjusted operating margin rates for the quarter were 257 basis points, an improvement of 15 basis points versus the prior year. Given the quarterly variability in the segment, we always focus on full year margins. In this context, based on the first half performance and our updated outlook for the full year, we expect the adjusted operating margin for Distribution Solutions to be above the midpoint of our long-term adjusted operating margin goal of 200 to 250 basis points. Turning now to Technology Solutions. Revenues were up 8% for the quarter to $785 million. Adjusted operating expenses in the segment increased 7% for the quarter, mainly due to the impact of the acquisitions we made in the prior year. Technology Solutions gross R&D spending for the quarter was $110 million, up 3% versus the prior year. Of this amount, we capitalized 6% versus 9% a year ago. Second quarter adjusted operating profit was up 23% to $132 million, and the second quarter adjusted operating margin was 16.82%, an increase of 214 basis points versus the prior year, driven by the contribution from acquisitions completed during fiscal 2013 and favorable performance across the segment. For the year, we continue to expect to be within the high end of our mid-teens long-term adjusted operating margin goal. Moving now to the balance sheet and working capital metrics. As you've heard us discuss before, each of our working capital metrics can be impacted by timing, including the timing of payments or what day of the week marks the close of any given quarter. At the end of the second quarter, our days sales outstanding was 24 days versus 26 days a year ago. Our days sales in inventories of 31 days is down from 32 days a year ago, and our days sales in payables decreased by 2 days to 48 days. We generated cash flow from operations of $813 million. Overall, for the full year, we continue to expect the cash flow from operations will be approximately $2 billion. We ended the quarter with a cash balance of $3 billion with $1.6 billion held offshore. Internal capital spending was $197 million for the first half of fiscal 2014, and we continue to expect full year internal capital spending between $400 million and $450 million. Now let's turn to our outlook. As I mentioned earlier, we are raising our fiscal 2014 guidance from our prior range of $8.05 to $8.35 to a new range of $8.40 to $8.70 per diluted share from continuing operations. In addition, based on acquisitions closed to date, we expect to exclude from GAAP earnings $0.76 in amortization of acquisition-related intangible assets and $0.23 of acquisition expenses and related adjustments. We also expect to exclude $0.18 for litigation reserve adjustments and LIFO-related adjustments of $0.37 to $0.43. Now let me take a few moments to talk about the acquisition of Celesio. As John mentioned in his remarks, the process to complete the acquisition is different from acquisitions McKesson has done in the past. There are a few key steps in the process that are important to understand. McKesson has entered into a stock purchase agreement with the Haniel Group, the majority shareholder in Celesio. McKesson has agreed to acquire the Haniel Group's stake in Celesio, currently representing 50.01% of the total outstanding shares of the company. McKesson has also entered into a business combination agreement with Celesio. Pursuant to these agreements, McKesson will launch parallel public tender offers for the remaining publicly traded shares of Celesio for EUR 23 per share and for Celesio's outstanding convertible bonds due in 2014 and 2018 at the price corresponding to the value of the underlying shares implied by a EUR 23 per share offer price. The offer price per bonds due in 2014 equates to EUR 53,117.78 per bond on a maturity value of EUR 50,000. The offer price per bonds due in 2018 equates to EUR 120,798.32 per bond on a maturity value of EUR 100,000. We expect these tender offers to commence during our fiscal third quarter and conclude during our fiscal fourth quarter ending March 31, 2014. Both the stock purchase from the Haniel Group and the tender offers are subject to certain closing conditions, including regulatory approvals and the acquisition by McKesson of a minimum of $0.75 of outstanding shares of Celesio on a fully diluted basis. Upon the successful conclusion of the tender offers, we will consolidate the financial results of Celesio, and our earnings will reflect our proportionate share of Celesio's earnings. We estimate this transaction to be $1 to $1.20 accretive in the first 12 months following the successful completion of the tender offers. This estimated range of accretion assumes we achieve 100% ownership of the shares of Celesio at the conclusion of the tender offers. Of course, the final range of accretion will depend on the actual results of the tender offers, the permanent financing structure selected and the estimated operating results of Celesio. Also, to be clear, we have not included any earnings from Celesio in our updated fiscal 2014 outlook. As I said before, we will begin to consolidate the results of Celesio in proportion to the actual shares tendered when the tender offer process concludes. Subsequent to the conclusion of the tender process, there are a number of required steps we are obligated to follow to obtain operating control of Celesio. We expect to complete these steps during fiscal 2015. Synergies will be achieved over time. By the fourth year following completion of the required steps to obtain operating control, we expect to realize annual synergies between $275 million and $325 million. Now let's discuss the transaction's financing. We expect to use our existing offshore cash to fund a portion of the transaction. We also expect to use a bridge facility to fund the balance of the tendered securities. The permanent financing structure will be determined by the timing and the number of Celesio shares and convertible bonds tendered. Additionally, McKesson is committed to maintaining its status as an investment-grade-rated company in considering the permanent financing structure. At this time, we intend to enter into financial instruments to partially hedge the foreign currency risk associated with Celesio's enterprise value. In the transaction announcement you have seen today, we have assumed a euro to U.S. dollar exchange rate of $1.35. To give you a simple way to think about this, every 1% change in the U.S. dollar euro exchange rate represents approximately $80 million in Celesio's total enterprise value. We consider many financial metrics when evaluating acquisition opportunities. And we believe this acquisition will provide a strong return on capital for McKesson's shareholders. In summary, this is a very exciting time to be at McKesson. The core businesses are performing exceptionally well as demonstrated by our results in the first half and our confidence in the improved outlook for the full year. In addition, we expect the acquisition of Celesio to drive value for our customers, our manufacturing partners and of course, our shareholders. Thank you, and with that, I'll turn the call over to the operator for your questions. [Operator Instructions]

[Operator Instructions] And we'll take our first question from Robert Jones with Goldman Sachs.

James, welcome. Nice way to start off your tenure. John, understanding that there's lot of changes in the global healthcare distribution landscape right now, I was wondering if you could just comment a little bit or share with us your thoughts around the timing and why this transaction was right for McKesson to pursue right now.

Well, thank you for the question, Robert. Clearly, these things have to be somewhat opportunistic, and when the opportunities arise, you have to be prepared to feel confident in your ability to execute. And so we have been traveling to Europe for my -- almost my entire tenure, and we've built our global sourcing businesses around the globe. And we've known the people who have been competing in Europe for quite some time. I think our success, both here in the United States as well as in Canada, relative to building relationships with our manufacturing partners, helping to deliver better supply chain efficiency and better sourcing power with relative to McKesson, has given us confidence that we can continue to take these skills and assist Celesio's tremendous management team and focus in the countries with a global platform. So as you mentioned in the beginning of your question, the world is more rapidly globalizing and consolidating, and clearly, McKesson needs to continue to have a leadership role around the world.

Great. I guess, just my follow-up would be around the synergies. I'm sure there's a lot of work that went into assessing the potential synergy opportunities of these 2 combined companies. And specifically as it relates to generic procurement, I was hoping you'd give us a little bit of detail around the process you undertook in assessing the potential generic purchasing synergies. And then, I guess, just on the back of that more immediately, just so we understand, will McKesson and Celesio be purchasing generics as a single entity right away?

Well, clearly, as James highlighted in his discussions, that we have to get to operational control of the company before we can begin to combine our operations on a global basis. That doesn't mean that we can't begin to lay the groundwork today to be prepared for what we believe will be a successful transaction as we move forward. We have, I think, demonstrated not only this quarter but also in previous quarters and years our continued growing ability to manage the supply chain in a way that's effective for the partners that we've worked with over decades to grow the value we deliver to them in return. And I think that the sourcing capability that we have, both in generics as well as our relationships with the branded manufacturers and clearly, our strength with Northstar, are all proven capabilities. And we've, over the years, been able to transition that capability beyond the U.S. into our Canadian business to where, frankly, the markets are probably more European in their style and in their makeup than they are even here in the U.S. And we are able to take that supply chain expertise into a market that has a different regulatory and reimbursement regimen. So as we evaluated the opportunity in Celesio, clearly, we needed to look at individual markets. It's not a company that is operating the same way in each market, and we looked at the tremendous tenure and the track record of a company. It's nearly 180 years old. We met with the country managers and talked about how they're executing in their markets and got very confident -- comfortable and confident that this is not necessarily an operational turnaround that's going to require us to go in and fix the current business day to day in these markets. The Lloyds brand continues to grow in presence. They've had a European pharmacy network strategy that's building out nicely, and clearly, they've had an operational excellence program that is working well. It's not to say that we can't provide some things that will help. But I want to be clear on the fact that we have tremendous confidence in the Celesio management team's ability to continue to manage in the business. So what we're primarily we're focused on, as you point out, is the global supply chain synergies that we've outlined in this announcement, and we believe that based on our previous experience doing this and where we see the markets evolving and what others are doing in the marketplace, we're very comfortable and confident that we can reach these numbers.

And we'll take our next question from Tom Gallucci with FBR. Thomas Gallucci - FBR Capital Markets & Co., Research Division: I guess, just sort of piggybacking on that last synergy question, are all the synergies anticipated or primarily anticipated to be coming from purchasing? Or are there any other buckets that we should be thinking about as well as what is the synergy target that you sort of got implied in that initial $1 to $1.20 of accretion in the first 12 months?

Well, the principal and primary driver of our synergies is going to be the supply chain and sourcing activity that we outlined. I think it's probably fair to say, James, that the accretion number comes faster than the synergy numbers. So James, maybe you can talk about that.

Yes, that's right. So the accretion range that I spoke about, the $1 to $1.20, that begins upon the completion of the successful tender. And we're looking for that to occur in Q4 of fiscal '14. Now based upon the process that we abide by under German law, it will be several months or so before we would actually be able to take operation control. So we'd be of the order of halfway through fiscal '15 before we were to able to exercise that operating control and have any access to synergies. And then I think it would be a case of synergies building gradually over that 4-year period that I spoke about such that in year 4, we'd be up of that $275 million to $325 million annual range, so quite a gradual ramp, a modest impact on fiscal '15. Thomas Gallucci - FBR Capital Markets & Co., Research Division: And then on the follow-up, John, I think during your prepared remarks, you mentioned that some customers were buying more generics through you. Can you expand on that comment and what you're seeing out there today? Do you anticipate there's the potential that some of the very big customers may be doing more and more through you or that there's even the opportunity to do something sort of like Walgreens and with ABC and take over the distribution entirely for some of the big customers, sort of the way this landscape is evolving?

Well, you're clearly -- it's difficult to project what customers are going to do and what behavior they might have and what might be attractive to them. I would say that there's tremendous evidence in our track record that we've been able to move upstream with our customers, and ever larger customers are beginning to count on McKesson from a logistics perspective and a sourcing perspective. I'm carefully selecting my words here that logistics is certainly a part of the value that we can deliver to a customer. So even the very largest customers would probably benefit from our logistics expertise, and we can provide efficiency through that capability. The sourcing activity is actually the power we bring to a discussion with a customer relative to our scale and size and our ability to attract great manufacturing partners and help them gain market acceptance through their partnership with McKesson. That's a little bit different activity than truly the logistics. The key in our strategy is to marry the 2 together and bring that combined value to our customers. And having said all of that, clearly, the more scale we have, the larger our presence, the easier we are to do business with from a supply chain perspective and the more efficient we become globally and we can become a sort of a one-stop shop for people to create global partnerships, those partners can grow with us through those relationships, which makes it easier for them. So as we gain scale, I think our value proposition to more sophisticated and larger customers continues to improve, and we remain optimistic that we will continue to grow our generics franchise in this way.

And we'll take our next question from Robert Willoughby with Bank of America Merrill Lynch.

John, should we assume further international deals now and drug retail and distribution are now part of the equation? And then just the other question, would be just -- with $8 billion going out the door, you cite some synergies, but how do you protect that investment from some of the macro pressures that made some of these international distribution models distasteful to you in the past?

That's a good question. Now clearly, I think one of the things that also gave us confidence in our ability to deploy capital in this fashion was our track record of doing so in an intelligent and responsible way. And we have a very disciplined process in making acquisitions, and the financial parameters that James discussed in his remarks are the first hurdle we have to go through. It's not just accretion. In fact, accretion is the last thing we look at. We look at our discounted cash flow analysis, our ability to get a return and our ability to maintain our return on invested capital over time, albeit sometimes it takes a bit of a depression as we bring a big acquisition like this on. So those parameters are very important to us. We do think there's an opportunity for us to continue to deploy capital in Europe and in Latin America as an example. We think the expertise of Celesio brings in these markets will be extremely helpful to us as we deploy that capital. I mentioned their European pharmacy network activity, clearly, which is a source of opportunity for us as we build out Lloyds and continue to take that banner into a franchise kind of a model in other markets. So that is all an opportunity. But in the early phases of this, our objective will be to delever the company. We're going take on some significant debt here as we go forward, and I think it's important for us to, first, make sure that our financial condition and our balance sheet is in shape before we begin thinking about at least significant capital deployment in any additional markets.

Well, how do you feel comfortable, John, with the government's kind of dictating reimbursement in some of the markets now that you're going into? I mean, how do you protect yourself from cuts, either on dispensing fees or generic reimbursement?

Well, that was the second part of your question. I think you said the European wholesalers have had some challenges. If you actually look at Celesio's history, many of its challenges were self inflicted related to deployment of capital. They have now sold DocMorris, which was a channel conflict for them. They made some other acquisitions that, frankly, that I think in retrospect probably didn't work as they had been -- they had anticipated. So I think we -- the first decision is to make share you don't make mistakes in those markets from a capital deployment perspective and you don't compete with your customers. And I'd say the second thing is we go into this with our eyes wide open. We only have the ability to help customers and supply chain when the supply chain is an opportunity for us to affect. And in some markets, as you pointed out, the choice of product may be made by governments or other health plans or payers that really takes that decision out of our control. And our synergies, as we've outlined them here, reflect the fact that some of these markets will not be available opportunities for us, at least in the early phases. So we don't think we're going to change healthcare financing in these markets. And we've been dealing with a market like Canada, which is very European-esque in its approach to drug reimbursement and the way prices are determined. And we've been able to grow nicely in a market like that because we come with a full and complete solution. And frankly, some of these payers, I think, will be encouraged by our approach to pharmaceutical use and how, in fact, it actually, if it's properly done, can reduce the cost of healthcare in those markets as opposed to being a target for continued, as you refer to it, cuts and slashes in reimbursement. But we're not going into this with a myopic view that somehow we're going to change the way the pharmaceuticals are purchased by governments around the globe.

And we'll take our next question from Lisa Gill with JPMorgan. Lisa C. Gill - JP Morgan Chase & Co, Research Division: John, just thinking about co-op purchasing and thinking about generics, is this something like you'll set up now with your Celesio partner something similar to what we see with AB and Walgreens and then allow some of your larger retailers to buy generics on that way? Not so much disturbing them but actually a purchasing cooperative, is that something that you're thinking about as you move forward with this?

Well, clearly, we are always open to creative ways to bring value to our partners and our customers. And I think that what's nice about this transaction with Celesio is we get global scale immediately without having to deal with some of the challenges associated with the venture structure and some of the management issues that may come along with it. However, we do think that there are ways for us to take that scale and strategy and bring it to our customers in a way that will benefit them. I don't know that it necessarily has to take on a venture format, but clearly, we can find ways to make sure that our customers benefit along with us, both the supply customers, as well -- the manufacturing customers as well as the retail customers and hospital customers. Lisa C. Gill - JP Morgan Chase & Co, Research Division: Okay, great. And then think my follow-up question, I mean, clearly, great results again this quarter. On the core distribution side, can you talk about where you're taking market share to see the direct business up, growing 13% well above the market? Can just give us an idea of, again, where you're taking market share from today and how you see that going forward?

Well, we've been heavily focused on working with our existing customers to get an ever-increasing share of their business. So a portion of that direct distribution business growth is actually coming out of our existing warehousing line or out of our customer base where they've been sourcing a portion of their product in a direct basis and are now increasingly using McKesson to assist them in their transactions in generics and in brand for that matter. So I think that our objective is to continue to grow with our customers. We are focused on expanding our margins through the services and the value add that we deliver, and that's been our priority. Lisa C. Gill - JP Morgan Chase & Co, Research Division: And where would you say we are, though, in that process? You've been talking about this for a while. Are we still in the fairly early innings of that? Or do you think that we're in the latter part of pulling that incremental business into McKesson?

Well, I think it's an ongoing process. I think you won't find a year -- I don't -- I shouldn't give you a forecast, but I think this has been an unusual year. As you know, there have been fewer generic launches, so that helps our revenues grow in a marketplace where the generics aren't taking the price of the brand down so much. And I also would say that we had some significant transitions with customers this year where we had a favorable move in mix with those customers, from warehousing to direct purchases. And that probably -- that delta probably don't won't continue like it has this year. And of course, we had PSS in our business, which is also an increment in both revenue and in margin expansion as well as the overall year-on-year comparison.

And we'll take our next question from Charles Rhyee with Cowen and Company.

Maybe just stepping over to the IT business for a second here, the revenue, a little bit light versus what we had expected but the margins, obviously, looking much better. But as you expand internationally and you have a lot of growth opportunities there, can you talk about the strategic value of holding on to this IT business? I mean, its contribution to total revenue and operating profit is slowly shrinking here. Maybe you can give us your thoughts around that, John.

Well, clearly, we're very happy with the performance of our Technology Solutions business this year. It really marks the turnaround, I think, both strategically and financially for that business. We've done a great job, I believe, of organizing it in a way that will be effective going forward, and I think our customers have benefited from what we've been doing. Our responsibility as an executive team is to always review the portfolio of businesses that we manage, and as you have noted, this year, we have made a decision to exit some of the businesses that we believe didn't stand up to either the strategic value or the business performance value that we expect from these assets. So I wouldn't say that we're married to any strategy relative to what assets we have other than success. I think that our recent results in technology have been successful. So there are no plans for us to change the mix. However, our responsibility is to constantly come back and revisit that decision.

Okay, that's helpful. And just sort of follow-up, James, I think if I heard you right, you're saying that you expect for the -- for fiscal '14 to be above your target 200 to 250 basis points for operating margin. Is that -- should we think about that as a sustainable level? And does that mean our long-term target changes? Or how should we think about that beyond fiscal '14?

Well, for the Distribution Solutions segment, we're expecting the full year fiscal '14 operating margin to be above the midpoint of that 200- to 250-basis-point range. So I think that's important to clarify. And we'll update that as we go along in the coming years.

And we'll take our next question from Glen Santangelo with Crédit Suisse. Glen J. Santangelo - Crédit Suisse AG, Research Division: John, just a couple of quick questions. I'm kind of curious to get your perspective on some of the differences between the European wholesale model and what you have domestically. And with that, I'm kind of curious, could you comment a little bit more on traditional generic versus brand economics given the regulated pricing environment? Is it structured similarly? Or how do -- can you give us some more color?

Well, Glen, I think that the wholesale model in terms of the logistics operations are similar to ours. However, the delivery model in some of the markets is different. The frequency with which they deliver the stores, the frequency of the order pattern of the customers are slightly different. But essentially, wholesaling in Europe is wholesaling in our North American operations. We buy from the same manufacturers, both generic and brand. We have similar kinds of relationships, and there's a process by which we can improve the efficiency with our retail customers through the systems we deploy and the information we provide and the way we help those either owned or banner stores be more productive and more involved in the clinical care process. And I think, increasingly, what we're finding in the global markets, including the U.S., frankly, is that pharmacy is becoming more and more of a care provider beyond just the dispensing of medication. It is a lower-cost alternative than going to the emergency rooms or going to someplace else. You've seen the emergence of things like MinuteClinic, with CVS, et cetera, that have been quite successful. And I think types of models are also permeating the European landscape. Now clearly, the buying process of generics in the U.S. is fragmented. Some of it's wholesaling -- wholesalers that are purchasing the generics, and sometimes it's the large retailers that are purchasing the generics. And if you move into Europe, you probably have a similar model there. And in terms of the reimbursement in some of the markets, the wholesaler and the retailers are making the decision on the selection of the generic. And in other markets, other payers or governments are making the decision on selecting the generics. So I think there are nuancial [ph] changes or differences in the way that the markets work that have an implication on how you prepare yourself in the marketplace. But if you actually look under the covers of the various countries in which Celesio competes, the operating margin structure and the way they approach the market is very similar to what we do in our Canadian or our U.S. operations. So there's not a lot of dissimilarities. And when I talked about the synergies earlier from a supply chain perspective, those synergies are really crafted around models where McKesson has more of an influence over the relationship between, particularly the generic, a manufacture choice and the customer's ability to sell it through. Glen J. Santangelo - Crédit Suisse AG, Research Division: John, maybe if I can just follow up on that, I mean, you commented on some of the regulatory issues that impact that European wholesaling business. But if you look at the recent brand-to-generic conversion, it kind of looks like those companies haven't gotten the same lift that sort of domestic players have had. And then if you read some of the regulatory filings from Celesio, they talk about incremental competition in discounting, and while you reap the benefits of an oligopoly here in the United States, it feels like there was more incremental pricing pressure over there. So could you comment on the competitive environment and how you think about the profit outlook for those businesses?

Well, there are 2 different streams of thought there. Clearly, the penetration of generics in Europe is below that, that we experienced in the U.S. And therefore, there's a significant opportunity for us to expand the utilization of generics and therefore, improve the profitability of the operations as generics are more widely consumed. So we see that, clearly, as an opportunity. Once again, that's not really built into our synergy assumptions. The view we have relative to our ability to manage the generics selection process, et cetera, is really country by country. And we -- I think each one operates in a different way, and I think our analysis has been pretty thorough in terms of where we think the countries are going to manage generics in a way that works for the model that we've deployed. And on the competition front, if you actually look inside, I think what Celesio has said publicly, the competitive dynamic has been most difficult for them in Germany. I think the rest of the markets appear to be relatively stable, and the companies that are competing in those markets seem to be doing so in a rational basis. And clearly, we have our eyes wide open on the results that have been achieved over there as well. I think our going in position is that we have to manage this business carefully, that the Celesio management team has a good grip on what they're doing, and the country presidents have tremendous experience in their markets and understand those markets and are doing what they need to do to manage effectively.

And we'll take our next question from Ricky Goldwasser with Morgan Stanley.

So just if you can help us provide some context along the supply chain synergies targets for the next 4 years, can you give us some sense as to what is the combined generic sourcing power for the 2 companies?

Well, I think that it's fair to say that we have been able to look carefully at the generic purchasing patterns and as I said earlier, look at it on a country-by-country basis. And we've compared what's going on with Celesio to what we've got with United States and Canada, and we believe there's a significant opportunity. The quantification of generics is one that is difficult to make on a comparative basis because everybody looks at it in a different way, what goes through distribution, what's controlled spend, what goes through retail, et cetera. So I think it's probably fair to say that those comparisons are not as relevant as really getting inside the business model, and that's really the magic on how we've been able to continue to grow our program, as evidenced in the results this quarter.

Okay. And then in the prepared remark, you mentioned the convergence between the segments and the globalization. So is Celesio's retail business core to your strategy?

Well, clearly, retail is core to our strategy, and retail for Celesio in the markets in which they own the stores has been a very successful strategy, and the Lloyds brand has performed quite well for them. In the markets where Celesio owns retail, other wholesalers own retail as well, and that dynamic has been in place for a long, long time. We do not plan to enter the retail space in the U.S. or Canada on a direct basis, and in the markets in Europe, most of them are regulated from a retail perspective where independence have a great deal of power in those markets and deliver most of the medications from a retail perspective. And Celesio has done a terrific job in those countries in building relationships with these independent pharmacies to allow them to continue to be very successful on both the financial and clinical dimensions in which they're working. And those partnerships and relationships with independent pharmacies remain critical to McKesson and Celesio going forward globally. And part of the value that we bring is the continued scale and influence that we have, as well as our operating expertise that is enhanced, I think, by the Lloyds experience that when independent retailers are looking for a partner, that Lloyds experience helps us help them manage their stores in a more complete way.

And we'll take our next question from Steven Valiquette with UBS.

So congratulations on this deal. Boy, certainly nobody saw this coming. I mentioned that as kind of jokingly here. So I think you've done some detailed work on the generic synergies, and I guess, preliminarily, just trying to think about some of the flow here, do you see more of the potential McKesson U.S. generic procurement and that supply flowing to Europe? Or would more flow from the Celesio European generic procurement into the U.S? So which side right now may have the larger synergy potential? And also, do you actually even think about it that way?

Well, I think we probably don't think about it that way necessarily. As you think about the people we partner with in generics, they're global companies, and we source on a global basis. I think that the synergy number we provided you is a McKesson-Celesio combined synergy number. And I think that we haven't thought about necessarily giving you any data on a discrete market-by-market basis relative to where those generics would go. But we have -- we clearly believe that it's a global business, and our global relationships will benefit both our supply chain partners as well as our customers.

And we'll take our next question from Eric Coldwell with Robert Baird. Eric W. Coldwell - Robert W. Baird & Co. Incorporated, Research Division: I -- most of mine have been covered at this point, and I think you -- John, you've loosely referred to my next question a few times, but I'll ask it more succinctly. I know you mentioned it was an opportunistic deal here, and maybe there weren't other options available to you. But something you could give more specific color on your thought process with an outright buy versus other options that have been rumored in the press, such as perhaps only buying the distribution piece or partnering with a large U.S. pharmacy on the deal either jointly or splitting it up. Was outright buy really the only thing you were looking to do? Or were there perhaps other options that you would have considered?

Clearly, this transaction was speculated upon, has been for a long time. And you could even go back 10 years ago, the speculation existed. At some point, McKesson and perhaps others would take a more global perspective on distribution. I think our perspective is that the entire transaction made the most sense for us. The combined retail and wholesale operation that's principally operated in the U.K. for Celesio has worked extremely well, and we saw no reason to separating those 2 operations just because of a change in ownership. And I would say that we believe that the ability for McKesson to execute against the synergies is enhanced through a complete ownership model as opposed to some type of a venture or the additional complexity of trying to buy an asset with multiple companies involved and then changing the strategies of those companies after we acquire them to change the course that they were currently on. This is not an operational turnaround execution issue for Celesio and McKesson to deal with. If you actually think about the challenges that Celesio has had, it's principally a challenge with pricing in existing market and the acquisition and capital deployment strategies that they've been about fixing over the last 12 to 18 months. So I think adding additional operating complexity by trying to do it differently just didn't make any sense, and we're focused on executing going forward, and we think we can do so on a combined basis very well. I would end with saying that I do believe there are additional opportunities for us to work with others that will provide value, and we're certainly open to various models as we complete this transaction that will afford our customers and our supply chain partners with additional value. I certainly want to thank the operator today, and I want to thank all of you on the call for your time. I'm certainly pleased with our strong second quarter performance, and I'm very excited about the future of the business and our acquisition of Celesio. I look forward to welcoming the management team and employees of Celesio and, together, creating a global platform to grow and support the success of our customers. I'll now hand the call off to Erin for her review of upcoming events and for the financial community. Erin?

Thank you, John. I have a preview of an upcoming event for the financial community. On November 12, we will present at the Crédit Suisse Health Care Conference in Scottsdale, Arizona. We will release third quarter earnings late in January. Thank you, and goodbye.

Thank you for joining today's conference. You may now disconnect. Have a great day.