Discontinued operations

6 Months Ended

Feb. 28, 2021

Discontinued Operations and Disposal Groups [Abstract]

On January 6, 2021, the Company entered into the Share Purchase Agreement with AmerisourceBergen. Pursuant to the terms and subject to the conditions set forth in the Share Purchase Agreement, AmerisourceBergen will purchase the majority of the Company's Alliance Healthcare business as well as a portion of the Company’s retail pharmacy international businesses in Europe for approximately $6.5 billion, comprised of $6.275 billion in cash, subject to certain purchase price adjustments, and 2 million shares of AmerisourceBergen common stock. Alliance Healthcare’s investment in China and Italy and its operations in Germany are not part of the Transaction. The Company's retail pharmacy international operations in The Netherlands, Norway and Lithuania are part of the Transaction. The Transaction is subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals. The Company will account for the Transaction as a business disposition and is expected to close by end of fiscal 2021.

The Company classified assets and liabilities of the Disposal Group as held for sale in the Consolidated Condensed Balance Sheets at the lower of cost or fair value. Depreciation and amortization ceased on assets classified as held for sale. The Company allocated goodwill to the Disposal Group using relative fair value of the Disposal Group and businesses retained within the respective reporting units. The assets and liabilities and operating results of the Disposal Group are reported as discontinued operations, for all periods presented, as the disposition reflects a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.

Results of discontinued operations were as follows (in millions):


	Three months ended				Six months ended
	February 28, 2021		February 29, 2020		February 28, 2021		February 29, 2020
Sales	$	5,243	$	4,948	$	10,570	$	9,835
Cost of sales	4,713		4,452		9,530		8,853
Gross profit	530		496		1,039		982
Selling, general and administrative expense	401		399		816		792
Operating income from discontinued operations	129		97		223		190
Other income (expense), net	(9)		(8)		(15)		(17)
Earnings before income tax – discontinued operations	120		89		208		173
Income tax provision	16		11		24		21
Post tax earnings (loss) from other equity method investments	3		3		10		7
Net earnings from discontinued operations	$	107	$	81	$	194	$	160

Sales from the Disposal Group to the Company's continuing operations are not eliminated and aggregate to (in millions):


	Three months ended				Six months ended
	February 28, 2021		February 29, 2020		February 28, 2021		February 29, 2020
Sales	$	456	$	463	$	914	$	923

The following table presents cash flows from operating and investing activities for discontinued operations (in millions):


	Six months ended
	February 28, 2021		February 29, 2020
Cash used in operating activities - discontinued operations	$	(138)	$	(115)
Cash used for investing activities - discontinued operations	(31)		(27)

Asset and liabilities of discontinued operations were as follows (in millions):


	February 28, 2021		August 31, 2020
Cash and cash equivalents	$	68	$	47
Accounts receivable, net	3,507		3,022
Inventories	1,771		1,534
Other current assets	339		376
Property, plant and equipment, net	894		—
Goodwill and intangibles	4,058		—
Other assets	202		—
Assets of discontinued operations - current	$	10,839	$	4,979
Property, plant and equipment, net	$	—	$	816
Goodwill and intangibles	—		3,936
Other non-current assets	—		230
Assets of discontinued operations - non-current1	$	—	$	4,983
Short term debt	$	341	$	273
Trade accounts payables	4,704		4,313
Accrued expenses and other liabilities	723		746
Income taxes	10		14
Deferred income taxes	135		—
Other liabilities	315		—
Liabilities of discontinued operations - current	$	6,228	$	5,347
Deferred income taxes	$	—	$	131
Other non-current liabilities	—		280
Liabilities of discontinued operations - non-current1	$	—	$	412

1 Assets and liabilities of Disposal Group are presented as current, in the current period, as the Company expects to complete the Transaction within one year.

See Note 6 Equity method investments and Note 17 Related parties for more information on the Company's equity method investment in AmerisourceBergen and its continuing involvement.