Discontinued operations

12 Months Ended

Aug. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued operations

Discontinued operations

On June 1, 2021, the Company completed the sale of Alliance Healthcare, for total consideration of $6.9 billion, which included cash consideration of $6.7 billion, subject to net working capital and net cash adjustments, and 2 million shares of AmerisourceBergen common stock (the “Alliance Healthcare Sale”).

The Company recorded a gain before currency translation adjustments of $1.1 billion and a net gain on disposal of $322 million. The gain on sale was presented as part of results of the discontinued operations. The following table shows the fair value of proceeds from the Alliance Healthcare Sale and net carrying value of the assets disposed:

Transaction proceeds and net assets disposed (in billions):
Fair value of proceeds from disposition 1	$	6.9
Net assets disposed	5.8
Gain before currency translation adjustments	1.1
Currency translation loss released due to disposition	(0.8)
Net gain on disposal of discontinued operation 2	$	0.3

1.Includes base consideration of $6.275 billion adjusted for net working capital and net cash adjustments as set forth in the Share Purchase Agreement.

2.The Company recorded insignificant amount of tax expense due to utilization of capital losses.

As of August 31, 2021, Other current assets included a $98 million receivable for purchase price consideration due from AmerisourceBergen that was subject to change upon the finalization of net working capital adjustments. In fiscal 2022, the Company finalized the net working capital adjustments and reduced the receivable by $38 million with a corresponding charge in Other income, net within the Consolidated Statements of Earnings.

The operating results of the Disposal Group are reported as discontinued operations as the disposition reflected a strategic shift that had a major effect on the Company’s operations and financial results.

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

	2021		2020
Sales	$	16,070	$	19,349
Cost of sales	14,486		17,409
Gross profit	1,584		1,940
Selling, general and administrative expense 1	1,254		1,610
Operating income from discontinued operations	329		330
Other income (expense), net 2	314		(8)
Interest expense, net	(23)		(25)
Earnings before income tax – discontinued operations	621		297
Income tax provision	78		21
Post tax earnings from other equity method investments	15		10
Net earnings from discontinued operations	$	557	$	286

1 Includes $44 million of divestiture related costs incurred post completion of the Alliance Healthcare Sale.

2 Includes $322 million of gain on sale of discontinued operations.

Sales in prior years from the Disposal Group to the Company's continuing operations aggregate to (in millions):

	2021 1		2020
Sales	$	1,385	$	1,794

1 Sales in fiscal 2021 until date of disposal.

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

	2021		2020
Cash (used for) provided by operating activities - discontinued operations	$	(132)	$	334
Cash used for investing activities - discontinued operations	(58)		(80)

See Note 6. Equity method investments and Note 19. Related parties, for more information on the Company's equity method investment in AmerisourceBergen and the Company's continuing involvement with AmerisourceBergen.