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Held for Sale

6 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Held for Sale

Held for Sale

Assets and liabilities to be disposed of by sale (“disposal groups”) are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed during each reporting period it remains classified as held for sale, and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The Company determined that the disposal group discussed below did not meet the criteria for classification as discontinued operations.

Rexall Health and Well.ca

On September 5, 2024, the Company announced an agreement to sell its Rexall and Well.ca businesses in Canada (“Canadian retail disposal group”). The adjusted purchase price of approximately $148 million, net of working capital and other adjustments, includes a payment of $27 million to be made upon closing, and a note of $121 million accruing interest upon satisfaction of certain conditions, measured at fair value, payable to the Company at the end of six years. As of September 30, 2024, the Canadian retail disposal group, consisting of $631 million of assets and $371 million of liabilities within the Company’s International segment, was classified as “Assets held for sale” and “Liabilities held for sale,” respectively, in the Condensed Consolidated Balance Sheet. The transaction is anticipated to close in the second half of fiscal 2025, pursuant to the satisfaction of customary closing conditions, including receipt of regulatory approvals, as applicable.

During the three and six months ended September 30, 2024, the Company recorded a charge of $643 million, within “Selling, distribution, general, and administrative expenses” in the Condensed Consolidated Statements of Operations, to remeasure the Canadian retail disposal group to fair value less costs to sell. The remeasurement adjustment includes a $15 million loss related to the accumulated other comprehensive balances associated with the Canadian retail disposal group. The Company’s measurement of the fair value of the Canadian retail disposal group was based on the total consideration expected to be received by the Company as outlined in the transaction agreements. Certain components of the total consideration included fair value measurements that fall within Level 3 of the fair value hierarchy.

The total assets and liabilities of the Canadian retail disposal group that have met the classification of held for sale in the Company’s Condensed Consolidated Balance Sheet are as follows:

(In millions)			September 30, 2024
Assets
Current assets
Cash			$	14
Receivables, net			65
Inventories, net			219
Prepaid expenses and other			5
Property, plant, and equipment, net			62
Operating lease right-of-use assets			283
Goodwill			47
Intangible assets, net			419
Other non-current assets			160
Remeasurement of assets of businesses held for sale to fair value less costs to sell (1)			(643)
Total assets held for sale			$	631
Liabilities
Current liabilities
Drafts and accounts payable			$	15
Current portion of operating lease liabilities			61
Other accrued liabilities			42
Long-term operating lease liabilities			249
Other non-current liabilities			4
Total liabilities held for sale			$	371

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- References

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- Definition

The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805/tableOfContent

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/205-20/tableOfContent

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