Q2 2013 Earnings Call Transcript
Transcript Call Date 03/19/2013

Operator: Good day, ladies and gentlemen, and welcome to the Walgreen Second Quarter 2013 Earnings Conference Call. At this time all participants are in a listen-only mode. Later we'll conduct a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded.

I'd now like to introduce your host for today's conference Rick Hans, Divisional Vice President of Investor Relations.

Rick J. Hans - Divisional VP of IR and Finance: Thank you, Bethany. Good morning, everyone. Today, Greg Wasson, President and CEO; and Wade Miquelon, Executive Vice President, CFO and President International will discuss the quarter and this morning's announcement about our strategic long-term relationship with AmerisourceBergen.

As a reminder, today's presentation includes certain non-GAAP financial measures, and I would direct you to our website at investor.walgreens.com for reconciliations to the most directly comparable GAAP measures and related information. You can find a link to our webcast on our Investor Relations website. After the call, this presentation and a podcast will be archived on our website for 12 months.

Certain statements and projections of future results made in this presentation constitute forward-looking statements that are based on current market, competitive, and regulatory expectations that involve risk and uncertainty. Except to the extent required by law, we undertake no obligation to update publicly any forward-looking statement after this presentation, whether as a result of new information, future events, changes in assumptions or otherwise. Please see our latest Forms 10-K and 10-Q and subsequent filings for a discussion of risk factors as they relate to forward-looking statements.

Now, I'll turn the call over to Greg.

Gregory D. Wasson - President and CEO: Thank you, Rick. Good morning, everyone, and thank you for joining us on our call. Today, I'll begin with a review of the highlights of our results for the quarter. Then I'll touch on our announcement earlier today on the Walgreens and Alliance Boots strategic long-term relationship with AmerisourceBergen and how that carries forward one of our three key strategic growth drivers to create an unprecedented global platform through our Alliance Boots partnerships. After that, I'll turn the call over to Wade for more information on our performance this quarter and details of the Walgreens-Alliance Boots and AmerisourceBergen announcement.

Turning to our overall financial results, we are pleased to report a solid quarter, with adjusted earnings of $0.96 per diluted share and GAAP diluted EPS of $0.79. With that performance were a number of highlights. First, we had operating cash flow for the second quarter of $1.2 billion and free cash flow came in at $953 million. Second, our balance rewards program continues to show a strong response from our customers, with more than $60 million customers enrolled. Third, the Alliance Boots business and synergies are on track with our expectations, with accretion to our adjusted EPS of $0.05.

Finally, this morning's announcement of our strategic long-term relationship with AmerisourceBergen demonstrates how we continue to move forward on our strategy to create a global network of pharmacy-led health and well-being with Alliance Boots.

With those highlights, let me recap our financial result for this quarter. As we began doing in the fourth quarter of last year, we'll present our results on both a GAAP and non-GAAP basis. We reported first quarter sales of $18.6 billion virtually identical to the same quarter a year ago. Remember that this quarter includes one less day due to last year's leap day and sales also continued to be impacted by the growth in lower cost generic drugs, which helped our bottom line.

GAAP operating income or EBIT for the quarter was $1.2 billion, up 10% from $1.1 billion for the same period last year. Non-GAAP adjusted operating income or EBIT for the quarter was nearly $1.4 billion, up 12.9% from just over $1.2 billion in the second quarter 2012. GAAP net earnings for the quarter were up by 10.7%, from $683 million or $0.78 per diluted share last year to $756 million or $0.79 per diluted share this year.

The non-GAAP adjusted net earnings for this quarter were $915 million or $0.96 per diluted share compared to adjusted net earnings of $776 million or $0.88 per diluted share in the same quarter last year. As I mentioned in January, we came into this year with a number of tailwinds and we capitalized on these positive trends in the second-quarter, that's especially through in pharmacy, which continues to be on the upswing.

I'd like to quickly review some of these tailwinds. With our multiyear contract with Express Scripts we saw an increasing percentage of those patients returning to us this quarter. Walgreens is now a preferred drug store in four Medicare Part D plans giving these members a financial benefit when they chose Walgreens over our competitors. Our reinvigorated private brands led by Nice!, Delish, and Walgreens are driving marketing and receiving great feedback from our store managers, while they continue to build momentum with customers. In this month, we are cycling last year's change in our promotional strategy that moves us away from predominantly print promotions. Instead, we are leveraging digital media and our new balance rewards loyalty program launched last September.

From a global viewpoint our Alliance Boots strategic partnership is permanently in place and we are already realizing benefit from our procurement joint venture. Now with this morning's earlier announcement with Alliance Boots and AmerisourceBergen, we are taking another step forward in establishing an unprecedented and efficient global pharmacy led health and well-being network and achieving our vision of becoming the first choice in health and daily living for everyone in America and beyond.

Turning to trends in gross profit dollars and SG&A; in the second quarter on a GAAP basis gross profit dollar growth increased 4% or $218 million from a year ago. SG&A dollar growth increased $213 million, or 5%, compared to a year ago. On a non-GAAP basis gross profit dollar growth after adjusting for the LIFO provision increased $218 million or 4% year-over-year driven primarily by growth in generic prescriptions while front end margins also increased slightly. SG&A dollar growth was up $178 million or 4.2% after adjusting for the Alliance Boots transaction costs, other acquisition related amortizations and the USA Drug acquisition related costs.

Through the quarter we continued to make progress in executing on the three major strategic growth drivers we put in place in 2012 to position our Company for long-term growth and value creation. On creating a Well Experience, this week we are opening our newest flagship store in Washington D.C. followed by a flagship in the entire Empire State building later this month, and one in Boston next month. These locations are raising the Walgreens brand in important markets as we continue to drive innovation across our store network.

On transforming community pharmacy among other steps, we recently formed Accountable Care organizations, part of the National Healthcare Reform with three leading physician teams in Texas, Florida and New Jersey. This morning's announcement with Alliance Boots and AmerisourceBergen was a significant step forward on our third growth driver, establishing an efficient global platform.

Our new strategic long-term relationship with AmerisourceBergen has three main components; a distribution agreement, strategic collaboration and equity alignment. Let me touch on each and then Wade will provide more details. First, our distribution agreement is a long-term 10 year contract. It offers expanded service levels and more frequent deliveries and it offers improved economics to a number of operational efficiencies and better rates.

The second component, the strategic collaboration gives us supply chain and procurement benefits, new opportunities for customer and supplier collaborations and for domestic and international growth. Finally, the equity piece of the agreement is designed to align our common interests and allow us to participate in joint value creation.

Let me sum up by saying, we are very pleased with the way customers, patients and partners are responding to our efforts to help people get, stay and live well. We see this in our response, in the response to balance rewards, our vaccination and immunization programs for health and wellness initiatives, our innovations and partnerships and the excitement we continue to generate in our Well Experience format. With our partnership with Alliance Boots performing well, and producing the expected synergies and a new strategic long term relationship with AmerisourceBergen we announced today, we believe Walgreens is truly on its way to be the first choice in health and daily living for everyone in America and beyond.

Thank you. Now let me turn the call over to Wade.

Wade D. Miquelon - CFO: Thank you Greg. Good morning everyone and thank you for joining us on the call. This morning, I'll take you through out quarterly results, as well as build on Greg's comments regarding today's announced future relationship between Walgreens, Alliance Boots, and AmerisourceBergen. I'll also provide greater detail on the ten year agreement as well as further perspective on why we're confident with relationship that unlocks significant opportunities for our companies and provide value to our shareholders.

Starting with the quarterly results; as Greg noted earlier, for the quarter we reported a GAAP EPS of $0.79 per diluted share based on 953 million shares. This chart illustrates the walk from GAAP EPS to adjusted EPS for the quarter. The LIFO provision was $0.05 per share. The acquisition related amortization was $0.08 and the Alliance Boots adjusted earnings tax add-back was $0.04 for a total of $0.12 per share. Finally, the special items column had a net zero impact to adjusted earnings per share because of the $0.01 of acquisition related cost and they were offset by a $0.01 gain related to the client retention escrow proceeds from the sale of our PBM in 2011. Some of these yields in adjusted EPS were $0.96 per diluted for the quarter. It's also worth noting that the quarter this year had one less day than the quarter last year, which included leap day February 29. Adjusting the leap day the adjusted earnings per share increased over 10% in the quarter, better than the 9.1% that Greg noted.

Let me now provide more detail on our comparable store sales for the quarter. Keep in mind that all comps are reported on a 28 day basis. Comparable prescription sales decreased 1.2%. Comparable front-end sales decreased 1.6%. Total comp sales decreased 1.4%. Comp prescription sales increased 5.7% versus a negative 6.1% in script comp a year ago. We also note that comparable prescription sales were negative versus the positive script comps primarily due to the increased introductions of new generics year-over-year.

This slide illustrates the trend of prescription counts for the last 14 quarters and clearly shows the impact on comp stores script numbers, the prior four quarters were not part of the Express Scripts network. As you know, Express Scripts customers started returning to our pharmacies in the first quarter. The comp store scripts increased 5.7% in the second quarter. Please note that the script comp also included 1.9% positive impact from a higher incident of flu this quarter versus a year ago.

The next slide shows a trend in front end comps for the last 14 quarters. The primary drivers behind the trend, the last four quarters, were the impact of the move to rebalance our overall ad and promotional spending strategy and the impact of Express Scripts. Our goal is to strike the right optimal balance between sales and profitable growth using our promotional strategy as well as our unique balance rewards loyalty program. This gives us an additional lever to help find this balance between loyal customer sales and margins. We are pleased to achieve stable margins in the front end despite a very promotional environment.

On a 28-day basis, traffic in the quarter decreased by 4.4%. Traffic size increased by 2.8% and the front end comp decreased by 1.6%. Keep in mind we will have to change an overall spend promotional strategy this month which should help improve the recent comp trend. March comps will also be positively impacted by the shift in Easter from April 8th last year to March 31st this year.

Turning to margin, our FIFO gross margin was 30.5% in the current quarter compared to 29.3% last year, 120 basis point improvement. The overall margin was primarily helped by pharmacy, but the front end also contributed. Pharmacy margins were positively impacted by generics. Front end margins were positively impacted by OTC drugs, personal care and health care products, but these benefits were partially offset by the increase in point occurring as we ramp up our loyalty program. Front-end margins were also negatively impacted by the e-commerce mix effects.

Taking a look at our longer term gross margin trends, it's important to note this quarter's 120 basis point improvement, 20 basis point increase a year ago and the improvement this quarter is similar to last quarter, both quarters are testament of the benefit of generic introduction this fiscal year. Front-end benefit to margin did move from neutral to positive sequentially and also note the 4% improvement in FIFO gross profit dollar growth, which is much better than the 0.1% growth last quarter and a 1.5% growth in the quarter a year ago.

This illustrates our two year stack SG&A dollar growth trends on a GAAP basis for the last nine quarters. Next slide show the trends on adjusted basis. Two year stack adjusted SG&A trends improved versus a year ago with 7.9% growth in the second quarter of 2013, down from 11.6% last year. To get to adjusted SG&A dollar growth, you can see that our reported SG&A dollar growth of 5% included 30 basis points of Walgreens amortization and 50 basis points of acquisition related costs. This resulted in an adjusted SG&A dollar growth of 4.2%.

This illustrates our quarterly gross profit dollar growth trends for the past 10 quarters on a GAAP basis. The next slide shows the trend on adjusted basis. Adjusted gross profit dollar growth increased from a positive 0.1% in the first quarter to positive 4% in the second quarter. The trend in adjusted gross profit dollar growth data shows the benefit from members of Express Scripts plans, returning to our stores combined with an increase in the mix of generic drugs. While, on the same construct, this slide shows the SG&A dollar growth trends for the past 10 quarters on a GAAP basis and the next slide shows them on adjusted basis.

As I discussed in the SG&A walk earlier, the adjusted SG&A dollar growth for the quarter was 4.2%, an increase from 2.5% adjusted SG&A dollar growth reported in the first-quarter. Keep in mind that the adjusted SG&A dollar growth rate of 4.2%, also includes a few other non-comparable expenses like the operating expense related to the USA drug acquisition and further expenses to sign-up Balance Rewards members among other items as well.

Focusing on our income statement for a moment; this quarter included a LIFO provision of $72 million, the same amount as the year ago. Our effective LIFO rate for the year was 2.75%, up from 2.5% a year ago. Net interest expense was $22 million, including the impact of the Alliance Boots acquisition and interest income associated with the delayed payments by a state Medicaid payor. Our effective tax rate was 36.6% versus 37.3% last year, and average diluted shares outstanding were 953 million shares versus 875 million shares last year. Again, this increase is primarily due to shares issued with the Alliance Boots investment.

Cash and cash equivalents were $2.4 billion at February 28, versus $1.1 billion a year ago. Overall, working capital decreased by 5.4% versus a year ago. Accounts receivable decreased by 1.1%, while accounts payable increased by 4.4%, and inventories decreased 1.3%, total FIFO inventory increased by 2.5% in the quarter versus a negligible percent increase in total sales. FIFO inventories on a per store basis were flat. During the second quarter, we generated $1.2 billion in cash from operations versus $1 billion a year ago. Cash flow in the quarter benefited from the timing of $300 million employee profit sharing contribution, which occurred in February last year, but occurred in March this year. Free cash flow in the quarter was $953 million versus $703 million a year ago. Keep in mind, we also raised the dividend over 22% this year $0.275 per share per quarter.

Let me now transition to our accretion for the quarter as a result of the partnership with Alliance Boots. Second quarter accretion was $0.05 per share in line with the $0.04 to $0.06 range we forecasted last quarter. We're reconfirming our estimate of $0.12 to $0.13 per share for the third quarter and $0.09 to $0.10 for the fourth quarter.

The next slide illustrates the synergy dollars, the amortization adjustments and the equity earnings that comprise of the $0.05 accretion. As shown we realized $25 million before tax and synergies during the second quarter and $15 million after-tax. We expect synergies to ramp during the second half of our fiscal year. We remain comfortable with our $100 million to $150 million combined synergy goal for fiscal '13. Amortization adjustments amounted to $23 for the deal amortization and $12 million for the brand amortization.

After-tax Alliance Boots' equity earnings were $85 million for the second quarter on a GAAP basis. On an adjusted basis the income from affiliates was $120 million as noted here. The incremental after tax interest expense to Walgreens was $13 million. After the cost of share dilution the accretion equaled $0.05 in the second quarter.

Now let me take a few minutes to speak about our announcement this morning regarding the strategic long-term relationship with AmerisourceBergen. I would like to fully express my enthusiasm for this agreement and what it means with respect to the various opportunities it brings us. As Greg outlined earlier, this relationship has three components; distribution agreement, strategic collaboration and equity alignment. First, let me first describe the detailed structure of the agreement.

First and foremost Walgreens is committing to a 10 year comprehensive pharmacy distribution agreement with AmerisourceBergen. The strategic collaboration will allow broad international reach and significant knowledge sharing opportunities to create efficiencies and design programs to improve access to pharmaceuticals for health care providers worldwide. To align interests and strengthen the long-term relationship, Walgreens and Alliance Boots together have been granted the right to purchase a minority equity position in AmerisourceBergen, beginning with the right, but not the obligation to purchase up to 7% of the fully diluted equity of AmerisourceBergen in the open market. We've established a joint-venture with Alliance Boots that we intend to fund over time that will an efficient vehicle to purchase and hold these shares.

In addition, AmerisourceBergen has granted the Walgreens and Alliance Boots equity warrant exercisable 16% in the aggregate of the fully diluted equity of AmerisourceBergen. The first launch representing 8% of the fully diluted equity of AmerisourceBergen, a strike price of $51.50 and will be exercisable for the six month period beginning in March 2016.

The second warrant has a strike price of $52.50 and will be exercisable for six months period beginning in March 2017. Walgreens and Alliance Boots have agreed not to acquire additional equity of AmerisourceBergen under the terms of a standstill agreement. The Walgreens executive will be appointed to AmerisourceBergen board upon Walgreens and Alliance Boots together acquiring a 5% equity stake, and Alliance Boots executive will be appointed upon exercise and full of the first floor. These new board people will add to AmerisourceBergen current nine-member board.

The 10-year comprehensive distribution agreement will be positive to earnings and cash flow from operations. The agreement is market-based and is expected to be modestly accretive to fiscal year '14 adjusted earnings. The working capital was negotiated to essentially have a neutral impact to both parties. Specifically, the reduction in inventory days at Walgreens were largely be offset by the decrease in accounts payable days over time.

The operational benefits to Walgreens will include an enhanced supply chain with daily deliveries. The synergies will also contribute to earnings and cash flow from operations in fiscal '14 and they are expected to build in subsequent years. Likewise, the equity investment will drive dividend income in fiscal year '14 and beyond.

To summarize the financial benefits for both Walgreens and Alliance Boots that begin in the first year are improved commercial agreement rates, synergies and dividend income that are raising the investment. Beginning in year three, the Walgreens and Alliance Boots JV also expects an incremental financial benefit from the equity income. As we stated in our announcement, this transaction is structured to enable all three organizations to work together on programs to improve service levels and efficiencies and benefit from available synergies.

To wrap up the day, I'd like to revisit our fiscal year 2016 goals with a combined Walgreens Alliance Boots equity. We're not changing our goals and want to clarify that the agreement we announced today can provide operating income, synergies, and operating cash flow benefits accretive to our prior plans. We continue to believe that this partnership will reward our stakeholders and will deliver significant synergies and have mutual capabilities and change strategic landscape in the U.S., Europe, and other geographies around the world.

The business performance objectives are meeting our expectations and are on track to meet our first year synergy targets. Now, the new strategic relationship with AmerisourceBergen we are well positioned as leaders in the rapidly changing global health care environment. In that context we affirm our combined stated goals for fiscal 2016 of $130 billion of revenue, $9 billion to $9.5 billion of adjusted operating income or $8.5 billion to $9 billion on a U.S. GAAP basis, the combined synergy goal of $1 billion with $100 million to $115 million in fiscal year '13 combined synergy goal, $8 billion of operating cash flow. Given the strong cash flow trends at both Walgreens and Alliance Boots, we believe that with 7% investment in AmerisourceBergen we'll still need to combine net debt goal of $11 billion or less.

In summary, we are on a journey, the journey to alter the global landscape and pharmacy led health and well-being and create significant shareholder value along the way. With our partners, Alliance Boots and AmerisourceBergen, the opportunities before us are limitless and combined capabilities are (next).

Thank you. Well we appreciate your interest in our Company and with that I will turn the microphone back over to Rick.

Rick J. Hans - Divisional VP of IR and Finance: Thank you, Wade. That concludes our prepared remarks. We're now ready to take your questions.

Transcript Call Date 03/19/2013

Operator: Steven Valiquette, United Bank of Switzerland.

Steven Valiquette - UBS: Just a question on the gross margins, again was pretty strong in this quarter and I will say there is some seasonality that kind of jumped from the holiday related quarters to the non-holidays. I am just curious, I know you don’t like to give guidance but to the extent you have kind of shifted from LIFO to FIFO gross margins, should we assume the same store to seasonal progression of gross margins on a FIFO basis that we kind of saw previously on LIFO? Just any sort of general color along those lines would kind of help.

Wade D. Miquelon - CFO: Yes. I mean there is a couple of things. One is we are very focused on margins. I think in the front and even though we have had some volume softness I think we have been able to do a very good job of improving profitable mix. On pharmacy you are seeing some of the benefit of generics, but also I had say a real focus. I think at the end of the day we will keep looking to improve margin opportunities, but really again I focus on our gross profit dollar growth versus our SG&A dollar growth and being able to continue to widen that spread. I think you see now for the first time since the Express Scripts dispute it actually crossed back over into positive territory and I will expect that momentum to build.

Steven Valiquette - UBS: In the previous guidance you gave along that is kind of unchanged on a FIFO basis versus what you gave on LIFO basis previously, is that – just to conform that, is that correct?

Wade D. Miquelon - CFO: Yes. I mean obviously LIFO to FIFO you never really know until you hit various price increases and things that flow through. I think FIFO was very indicative though of the way we do run our business. But again, I think with all the things I mentioned we should be able to have nice solid gross profit margins over the SG&A dollar growth.

Operator: John Heinbockel, Guggenheim Securities.

John Heinbockel - Guggenheim Securities: Just a couple of things on the Amerisource deal, did you – would you comment about working capital, is that neutral to the system or neutral to you?

Wade D. Miquelon - CFO: It's relatively neutral to the system and to us, but over time working together, we should both be able to get additional efficiencies and drive additional days of inventory out. So I think there is probably upside for both of us as we work together, but it's relatively neutral to the system and it's been balanced, so it is relatively to both parties with some exceptions as to the initial start-up phase.

John Heinbockel - Guggenheim Securities: Then the idea that is modestly accretive in '14, is that including some one-time cost and then how do think that generally ramps up into '15?

Wade D. Miquelon - CFO: There should be very modest one-time costs. So it's quite modestly accretive and modestly accretive including those. But the key thing here is we're going to have – today effectively we have three distributors. When we think about it, we've had AmerisourceBergen, we had Cardinal, we have had ourselves. We have been streamlining all of that into one and generic volume is very, very significant and so that will be phased in over time. As we phase that in and get that up to speed, that's where there is additional opportunities, significant opportunities for both parties.

John Heinbockel - Guggenheim Securities: Then lastly, if we look at the front end and the script count as well. If you look at – February was – it looked like it was somewhat impacted by macro both the pharmacy and front end. Maybe your take on that as we've kind of gotten to this year with payroll tax and what have you and do you still think in terms of getting positive on traffic at the front end that's still likely to be a laggard relative to average ticket, I assume. Do you think we'll see positive traffic by the end of the fiscal year?

Gregory D. Wasson - President and CEO: I would I guess agree with your comments to begin with as far as the macro trends in February, and certainly in March as we said we've got an early Easter, so we'd probably know more by the time we come through April. But as far as the front end, certainly as Wade said we're focused on shifting that promotional strategy from ROTO to some of the new media opportunities. I think we're working to balance both traffic in basket size. I think we certainly, we want to have both. As I said we're lapping to change that new strategy beginning actually last month, but we're focused now on really re-investing some of that margin that we're picking up from our private brand, from our Balance Rewards programs to focus on traffic, so we want a little more balance going forward. We think we should be able to achieve that whether it's by the end of the fiscal year or not, we don't want to give guidance, but we think we're going to achieve that.

Operator: Matthew Fassler, Goldman Sachs.

Matthew Fassler - Goldman Sachs: Couple of questions. First of all, if you think about the cadence of Express reclamation, talk about how they're progressing relative to your plan? Given that you're almost through the first 90 day cycle of the calendar year, what kind of build do you think you might see beyond the calendar first quarter?

Wade D. Miquelon - CFO: Matt, again, we got to focus on comp versus just the Express Scripts, but I think we feel good about our comps and to win back that we're seeing. I think that certainly to the earlier call, the macro environment in February, tightened up a little bit post flu seasons, but I think we feel very good with where we are on and we're on track and we feel good about our pharmacy comps going forward.

Gregory D. Wasson - President and CEO: We continue to win back that business in which we are. We also feel very good about the ability to keep growing disproportionately our share of Part D. I think we are just seeing very nice gains and we expect and we think those can go up throughout the year as people switch into a preferred plan with Walgreens.

Matthew Fassler - Goldman Sachs: Just a quick follow-up question, on the Amerisource deal, if you think about the equity investments you might make down the road what would the cash needs be to fund those and what's your expectation for how you pay for it?

Wade D. Miquelon - CFO: Over the next – immediate period we have the ability to purchase up to 7% and that will be at the market price so that will be whatever it will be. As I said before though, the fact that both Walgreens and Alliance Boots have been exceeding our cash flow targets and we believe that we will over that period foresee to continue to exceed and in fact, still be on track with $11 billion net debt or better even with that investment. The warrants of the separate investment and then you got the strike prices and you have got the time and again we have the right to purchase those but not the obligation. So as we go down the road here we can reassess what makes sense at that time.

Matthew Fassler - Goldman Sachs: So most likely cash on hand and incremental free cash flow or would you see going back to the debt markets to the bank line to fund this at all?

Wade D. Miquelon - CFO: I think we can do it internally at least for the first piece of 7%.

Operator: Eric Bosshard, Cleveland Research.

Eric Bosshard - Cleveland Research: Two questions for you. First of all Greg you commented a little bit of the evolving front end and certainly I understand what you have done over the last year. But curious how the front end strategy is evolving as regards to promotions, also curious in terms of the new store format what the strategy is in terms of rolling that out broadly? Obviously you have had a change in merchandize leadership or are going through that right now, but give us an update of how all of those steps are evolving?

Gregory D. Wasson - President and CEO: Yes, Eric. Maybe I'll start with your last and first as far as the change in leadership certainly our strategy has not changed, will not change. We feel very good with our Well Experience format as you referred to. We are in over 400 stores. We're certainly still in pilot learning and enhance, but we feel good with how we are going forward with that. The customer response which is kind of the leading indicator is very good, which tells us that we're moving in the right direction. So, a lot of things that we feel very good about they are working well. There are some things we want to continue to tweak, but I think you'll see that continue to evolve and expand. As far as our front end, I think we feel very good with the adjustments and the opportunities that we have. Eric, as I've said before a shift from primarily print advertising, a lot of spend in that area to leverage and utilize more digital media in our balanced rewards program, that's a big strategic shift. We actually feel good as far as how we move, but there is opportunity to look at ways to reinvest some of that margins that we have, make sure that we continue to focus on driving traffic and that's what we are doing. I think the luxury we have is the fact that our private brand strategy is doing extremely well, which is obviously delivering margin that we generally invest.

Eric Bosshard - Cleveland Research: Then secondly with the ABC deal this morning obviously you've got a lot going on with Boots especially with on the purchasing side and I'm just curious how you are going to balance the effort with ABC along with combining those two businesses. It seems you put a lot on your plate especially within purchasing before we think of these other things. If you could talk a little bit about the bandwidth to execute on what becomes sort of a growing list of things to get accomplished?

Gregory D. Wasson - President and CEO: Yeah, Eric. I think it's a fair question. Frankly, we believe that actually it will become easier for us. As Wade said we are actually moving from three distributions down to one, but I think when we look at certainly our three key objectives, I think we have a real focus in the organization in driving those three key objectives. I think secondly, with our partnership with Alliance Boots and where we are and being on track with that, we feel good there. I think when we began to explore our strategic opportunities for our U.S. supply chain with expiration of our contract we looked at a lot of different options. Frankly, this was the most compelling strategic and financial option that we had and with AmerisourceBergen's expertise, Alliance Boots expertise we actually think it can enhance our supply chain and frankly simplify, and ease some of the work that we've been doing in the past with self-distributing. Do, we've also established our JVs in our collaborative efforts and bringing them into the full – as a part of that is really, I would argue is not more work, it's going to complement and augment what we're already doing.

Operator: Mark Wiltamuth, Morgan Stanley.

Mark Wiltamuth - Morgan Stanley: Could you maybe go through the global nature of the transaction with AmerisourceBergen, and this works for the Boots sort of things? Then if you are shifting to more generic sourcing doesn't this kind of get entangled with that synergy target that you've laid out? It sounds like your goals here are not incremental, or they are incremental to the synergy targets you've given us, maybe explain how that interaction works on the generics?

Wade D. Miquelon - CFO: They are incremental and with respect to the international collaboration, the efficiency work for example, our JV and our employees there will be working with AmerisourceBergen people, and again, we expect incremental benefits for both us and for them. Our benefits will be split with our partners, Alliance Boots. Separately on the other global work, the Alliance Boots folks are working with them to identify various opportunities whether it be expansion of specialty overseas, 3PO, free wholesaling and others and we feel there is a lot of opportunities over time, and as those get more firmed up, I am sure we will share more details.

Mark Wiltamuth - Morgan Stanley: Just on a separate topic, how do you expect the script gains from the preferred Part D networks to really start to build as the year progresses, and how much were they on the quarter for script volume?

Gregory D. Wasson - President and CEO: We haven't dissected the quarter, but we did see nice gains in January as people switched into plans where Walgreens isn't in preferred, and what we usually see – we saw the year prior is that throughout the year as Part D people are made aware of the benefits they can get by going to a preferred pharmacy within that network. We tend to see gains all year long as well. I have to mention there are 12,000 people a day which are entering into Part D and getting into a plan, and hopefully disproportionately into a plan that has Walgreens and/or is preferred by us.

Operator: Meredith Adler, Barclays Capital.

Meredith Adler - Barclays Capital: I was wondering – I'm trying to understand sort of the mechanics of the relationship with AmerisourceBergen. Are they going to take over operating your distribution centers? Will those distribution centers ever support their independent or other customers, I mean, are you really merging your two supply chain networks or is it not going to be like that?

Wade D. Miquelon - CFO: Reflectively they may utilize some of our generic distribution assets, but they will get the large benefits by integrating broadly into their supply chain. A lot of our distribution centers have a generic distribution component and a front-end component, so we've got actually a lot of volume still there and lots of opportunities to reallocate resources, but for the -- but broadly, they will be taking this volume into their system to get the full scale and efficiencies and be able to deliver three lines of business to us versus just one prior or three lines from three different distributors if you can include ourselves as one.

Meredith Adler - Barclays Capital: It sounds like they were very anxious to do this business. Obviously, there are many, many layers and pieces to the benefits of this. It's all very interesting. Just talking about the most the supply chain contract, it seems like because you have been shipping generic drugs on your own trucks for your shipping front-end product, isn't it just less efficient for them to be the ones that ships that product?

Gregory D. Wasson - President and CEO: Keep in mind that they deliver daily, which obviously improves the service level that we have in our stores as we go direct, in most cases, once a week. I think that the opportunity -- think about it this way, Alliance Boots and AmerisourceBergen are experts in pharmaceutical supply chain distribution. We're very good at it, but the combination of what they both do to improve our supply chain, take that off of our hands and improve our service levels. It's really the opportunity that we are excited about.

Wade D. Miquelon - CFO: So they can probably do, rather than to brand deliveries and separate from our generic deliveries, they can consolidate brands, generic, and our specialty into one shipment, which has lots of positive implications for us and lot of efficiencies in aggregate for everyone.

Operator: Edward Kelly, Credit Suisse.

Edward Kelly - Credit Suisse: Congratulations on your deal. I have a question for you related to this along with the original synergy target with Alliance Boots. I think it was asked maybe a couple of different ways, and it's still kind of unclear to me. Practically, how does this impact the capture of the generic procurement synergy that you initially talked about? I'm asking that question because you had control, I guess in the past right over, your own generic purchasing you were going to combine that with Alliance Boots, and it's clear as to how you benefit from that scale, but I think you're transferring that control to AmerisourceBergen. It's just unclear to me how all this is going to work and how it flows through into the income statement of the companies?

Wade D. Miquelon - CFO: Our transferring control, in fact our JV, which is set up and working will continue to work and it will work on behalf of our partner effectively as well. We do see that these benefits are going to be incremental, the component for us, but also incremental to them. So again, we will maintain control on this. A lot of those benefits on our side will flow through our JV structure, which then gets split and then cycles a little bit because of the 45% ownership that we have in Alliance Boots. But at the end of the day, we see that this will bring incremental value for us and clearly incremental value to AmerisourceBergen as well.

Gregory D. Wasson - President and CEO: Ed, in essence we're bringing a new pool buying volume from AmerisourceBergen into the Alliance Boots Walgreens venture that we've said we've established.

Edward Kelly - Credit Suisse: Is there upside to that initial synergy target, or is that upside captured in the better pricing of this deal?

Gregory D. Wasson - President and CEO: There is upside to the synergy target. The commercial agreement is very separate. The commercial agreement stands on its own compared to our distribution agreement and we feel that it's a good agreement and better than we have today for lots of reasons, not only cost, but service levels to deliveries, it's also a market fair and good deal for AmerisourceBergen. Again, by having going from effectively three distributes to one, it provides opportunities for both parties to gain. But this agreement is really separate from that.

Edward Kelly - Credit Suisse: Then just one other question for you. On SG&A, this quarter a little bit higher than we thought it was going to be. If we and you have been talking in the past, Wade about looking at two year stacks, so if we think about to two year stacks today and we carried out forward to the second half. It looks like you could see SG&A dollars up like 9% plus. So I guess the first question is that, right, the right way to think about it. Then secondly, if that is right, can you still grow gross profit dollars faster than that in the back half?

Wade D. Miquelon - CFO: Yes. A couple of things, one is our SG&A this quarter had some – outside of what we can call adjusted we have some anomalies. We had some further investments in loyalty. We had some from M&A which adds SG&A on top of that from a growth point of view, but you get gross profit as well and then there was actually some other one-time items there we didn't call out. So we actually felt pretty good about our SG&A this quarter. I think the thing to look at is, the SG&A versus gross profit dollar growth, which both, gross profit dollar becomes easier in the back-end too. So it's that spread. Separately, our sustainable model has always been to have kind of organic SG&A growth of 3.5% to 4.5% of any period, 1.5% to 2% that's driven by new stores. I think on a two-year stack basis over time, that models should still be as relevant as the one before.

Operator: Andrew Wolf, BB&T Capital Markets.

Andrew Wolf - BB&T Capital Markets: Kind of piggyback on Meredith's question, just logistically, over time with the AmerisourceBergen contract, is there still going to be some cross-docking of branded drugs or are they going to basically over time be going to Walgreens stores directly on a daily basis?

Gregory D. Wasson - President and CEO: Yeah. Andy, they'll be going to stores on a daily basis, that's a big part of the opportunity is the improved service levels and frankly over time. I think also as Wade mentioned, certainly if there is opportunity to leverage some of the space that we have in D.C. that's committed to pharmacy warehousing. It also frees up capacity with our existing distribution centers for our front-end products as well, but yeah we'll be leveraging their ability to come to the stores on a daily basis.

Andrew Wolf - BB&T Capital Markets: The second part of that question is daily delivery really from my view can really increase your in-stock rates, particularly around specialty drugs. So, and you discussed what the long-term -- as more of the pharmaceutical market and the value of pharmaceutical market moves to specialty drugs, is that sort of the underlying or part of the underlying reason for this agreement long-term strategically?

Gregory D. Wasson - President and CEO: I love that question Andy. I think that the opportunity to leverage that daily delivery for all medications, but even in particular high-cost specialty medications so that patients can access the trusted community pharmacists that they've known for years to pick up a special meds is a huge opportunity. One of the things that really excites me, intrigues me is obviously as a wholesalers in the U.S. AmerisourceBergen absolutely leads in the specialty sector. So, we think there is a lot of opportunity to work together to provide new and innovative solutions for specialty; the other thing that's intriguing with AmerisourceBergen is they are focused on whole systems and in patient meds, and the fact that as you know we are working with a lot of major health systems without patient pharmacies as well. So, there is lot of opportunities along those lines, Andy.

Andrew Wolf - BB&T Capital Markets: Just lastly shifting to the Balance Rewards program and the membership strong numbers. What can you talk about usage rates and how they're trending versus expectations? Just some color around that. It's a very ambitious program, not just for Walgreens, but I think from what we've seen in the country.

Gregory D. Wasson - President and CEO: I mean, I think we have been – I guess let's just say we have a heavy wrap up there with more than 60 million members in a very large – looks to me a majority of our sales now on the card, it's really that investment phase. As I said, as they are along the magic now comes with redemption, now that we have a critical mass that people signed up, a critical point of mass with purchases, people are getting a significant number of points that they can use. It becomes about redemption during that to (delight), and that's where I think we are running the online promotion, but to some extent too we're also exiting the build phase on loyalty, and that's why we see that as a win going forward.

Wade D. Miquelon - CFO: Think of this as obviously a new currency that it takes a while for people to understand the value of that. As they build points and then begin to redeem them, they begin to understand the value of that currency, especially in an economic climate like we have today. That's what we're beginning to see gaining momentum, and we feel will really help us with the traffic in the front-end as we go forward.

Andrew Wolf - BB&T Capital Markets: I mean because a lot of the – behavior you're trying to get is a lot for I guess to accumulate the points is to get people to buy certain products. That is a different kind of modality I think than the typical loyalty card, so that's what I was asking. Is that on trend or the CPG partners getting what they want out of that, whether it's trial of the new product or that's what I was asking even maybe shed some light?

Gregory D. Wasson - President and CEO: Like anything obviously there is some learning and start-ups, but I would say is that from the loyalty card holders the feedback is very, very positive in terms of the program and increasing the ability to understand it. So I think we feel that we are in a very good spot there. As we continue to tweak and refine in terms of what will motivate people, how do we make the CPG dollars, and others, money go as far as possible. In fact there have been some refining tweaks but I think directionally we are on a good track and we know where we are going to take this over time.

Gregory D. Wasson - President and CEO: Specifically to your question, Andy, we are encouraged by the basket size that we are seeing with loyalty numbers.

Operator: Lisa Gill, JPMorgan.

Lisa Gill - JPMorgan: I just had two quick questions. First, just wondering Wade, was there any benefit in the quarter to gross margin from your purchasing synergies now that you have the purchasing alliance with Alliance Boots?

Wade D. Miquelon - CFO: Well, there is about $25 million of total combined synergies of which the purchasing piece was a big piece right. Of course without all the nuanced detail on that front because of our JV and because of our present ownership whatever, it's a little complex in terms of how it flows right back to the Company. So yes, there was, and again, we have $100 million to $150 million run rate this quarter. Again, I guess that was sort of $25 million, that's building very quickly. So we expect a very nice pick up here in the back half. In part, because there is a P&L timing, when we get the cash benefit, it's different from the one that actually flows through our inventory and through our accounting.

Lisa Gill - JPMorgan: Then my second question had to do with ACA, as we start thinking about exchanges and calendar 2014 and we think about relationships with exchanges. Can you talk about how you anticipate those will be set up to you? Will the rates be the same as we see in commercial markets? So therefore, if you have a relationship with a large managed care entity you will just get the increase in that volume. It would be my first question. Then secondly, what are your thoughts in anticipation around Medicaid, whether it's fee-for-service Medicaid or direct Medicaid increases and what that will do for reimbursement as we start thinking about '14?

Gregory D. Wasson - President and CEO: Lisa, I think a lot of that certainly is unknown at this time although we are beginning to see things take shape. I believe that the first opportunity the community pharmacy has and we are certainly looking forward to do is to help people understand, educate and navigate to help the government locate folks who are eligible. I think secondly as far as participation and networks, I think you'll see all the above. I think you'll see some preferred networks like you are with Medicare Part D. Certainly, we want to leverage our existing relationships with to participate. Medicaid I think, with the expansion of Medicaid, it would be interesting to see how states respond. I think if I see maybe – potentially we may see more move into managed plans, but there again I think we intend to work with them in whatever way or form or fashion they're looking to go forward with, whether it's preferred opportunity or not.

Wade D. Miquelon - CFO: Lisa, one thing I feel about the ACA is even though a lot of it's unknown. It's kind of been folding before our eyes. I think there is very two positive dynamics embedded in it for us as a community pharmacy. Number one is the fact that similar to Medicare Part D, individuals want to go where they want to go and so when there is a dynamic that allows people to choose what they want, we typically more times than not are able to be a provider to people who want to go to Walgreens. That's a good dynamic. I think the second thing is by the nature of these over time, we'll be looking to reduce the overall cost of healthcare for the patient and community pharmacy via more generate utilization be it preventive things that we can do on the front line, screenings, consultations, a variety of things, be able to lever for that. So we can – we would expect to be fairly competitive for what we do, because the levers that we can pull to reduce the overall cost of that, are significant and well beyond, just the cost of the drug.

Gregory D. Wasson - President and CEO: Lisa I think both of the plans and the government understand that finding, educating this population to help them find plans that work with them is going to be even more difficult than with seniors.

Lisa Gill - JPMorgan: Am I also correct though by Wade and Greg in thinking about this that you have leverageable fixed cost today that you probably have excess capacity in most of your source that this should be – all of this increase in volume there shouldn't be a lot of incremental cost on your side to bring these on and therefore if the pharmacy of choice is Walgreens that you're going to see this increase in volume without a lot of increase in cost of finding the pace of bringing them into door, is that the right way to think about it?

Gregory D. Wasson - President and CEO: I'd say to some degree that's true. I thought you were going to say are we looking at variable pricing. Some would be incremental, but also there also will be some shipments of those from mid and small employers maybe others that choose to go different way and push people into exchange from that advantage point prior to zero some gain.

Operator: That does conclude the question and answer portion of today's call. I'd like to turn it back to Rick Hans for any closing statements.

Rick J. Hans - Divisional VP of IR and Finance: Ladies and gentlemen that was our final question. Thank you for joining us today. As a reminder the Company will report March Sales on Wednesday, April 3, and we will report our third quarter 2013 results on June 25. Again, thank you for your time today, and please feel free to follow-up if you have any further questions. Good bye for now.

Operator: Ladies and gentlemen this does conclude your conference. You may all disconnect and have a good day.