UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
February 6, 2018
(Date of earliest event reported)
LABORATORY CORPORATION OF
AMERICA HOLDINGS
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-11353 | 13-3757370 | ||
(State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
358 South Main Street, | ||||
Burlington, North Carolina | 27215 | 336-229-1127 | ||
(Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number including area code) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 7.01 | Regulation FD Disclosure | |
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant
By: | /s/ F. SAMUEL EBERTS III | |
F. Samuel Eberts III | ||
Chief Legal Officer and Secretary | ||
February 6, 2018
8-K FURNISHED FEBRUARY 6, 2018
FOURTH QUARTER 2017
SUPPLEMENTAL FINANCIAL INFORMATION
1
FORWARD LOOKING STATEMENT
This presentation contains forward-looking statements including but not limited to statements with
respect to estimated 2018 guidance and the related assumptions, the impact of various factors on
operating and financial results, expected savings and synergies (including from the LaunchPad
initiative and as a result of acquisitions), and the opportunities for future growth.
This presentation contains forward-looking statements which are subject to change based on various
important factors, including without limitation, competitive actions and other unforeseen changes and
general uncertainties in the marketplace, changes in government regulations, including health care
reform, customer purchasing decisions, including changes in payer regulations or policies, other
adverse actions of governmental and third-party payers, changes in testing guidelines or
recommendations, adverse results in material litigation matters, the impact of changes in tax laws and
regulations, failure to maintain or develop customer relationships, our ability to develop or acquire
new products and adapt to technological changes, failures in information technology systems or data
security, challenges in implementing business process changes, employee relations, and the effect of
exchange rate fluctuations on international operations.
Actual results could differ materially from those suggested by these forward-looking statements. The
Company has no obligation to provide any updates to these forward-looking statements even if its
expectations change. Further information on potential factors, risks and uncertainties that could affect
the operating and financial results of Laboratory Corporation of America Holdings (the “Company”) is
included in the Company’s Form 10-K for the year ended December 31, 2016, and subsequent Forms
10-Q, including in each case under the heading risk factors, and in the Company’s other filings with
the SEC.
2
USE OF ADJUSTED MEASURES
The Company has provided in this presentation “adjusted” financial information
that has not been prepared in accordance with GAAP, including Adjusted EPS,
Adjusted Operating Income, Adjusted EBITDA, Free Cash Flow, and certain
segment information. The Company believes these adjusted measures are useful
to investors as a supplement to, but not as a substitute for, GAAP measures, in
evaluating the Company’s operational performance. The Company further believes
that the use of these non-GAAP financial measures provides an additional tool for
investors in evaluating operating results and trends, and growth and shareholder
returns, as well as in comparing the Company’s financial results with the financial
results of other companies. However, the Company notes that these adjusted
measures may be different from and not directly comparable to the measures
presented by other companies. Reconciliations of these non-GAAP measures to
the most comparable GAAP measures are included in the tables accompanying this
presentation.
3
FOURTH QUARTER CONSOLIDATED RESULTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(1) Adjusted Operating Income excludes amortization, restructuring charges and special items. Adjusted EPS exclude the impact from the implementation
of the Tax Cuts and Jobs Act of 2017, amortization, restructuring charges and special items
(2) See Reconciliation of non-GAAP Financial Measures on slides 15 – 19
4Q17 4Q16 % Change
Net Revenue $2,701.5 $2,387.3 13.2%
Adjusted Operating Income(1) (2) $456.2 $387.8 17.6%
Adjusted Operating Margin 16.9% 16.2% 70 bps
Adjusted EPS(1) (2) $2.45 $2.15 14.0%
Operating Cash Flow $564.0 $448.9 25.6%
Less: Capital Expenditures ($96.1) ($74.3) (29.3%)
Free Cash Flow $467.9 $374.6 24.9%
4
FULL YEAR 2017 CONSOLIDATED RESULTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
(1) Adjusted Operating Income excludes amortization, restructuring charges and special items. Adjusted EPS exclude the impact from the implementation
of the Tax Cuts and Jobs Act of 2017, amortization, restructuring charges and special items
(2) See Reconciliation of non-GAAP Financial Measures on slides 15 – 19
Twelve Months Twelve Months
Ended 12/31/17 Ended 12/31/16 % Change
Net Revenue $10,205.9 $9,437.2 8.1%
Adjusted Operating Income(1) (2) $1,731.3 $1,590.2 8.9%
Adjusted Operating Margin 17.0% 16.9% 10 bps
Adjusted EPS(1) (2) $9.60 $8.83 8.7%
Operating Cash Flow $1,459.4 $1,175.9 24.1%
Less: Capital Expenditures ($312.9) ($278.9) (12.2%)
Free Cash Flow $1,146.5 $897.0 27.8%
5
FOURTH QUARTER PRO FORMA SEGMENT RESULTS(1)
(DOLLARS IN MILLIONS)
(1) The consolidated net revenue and adjusted operating income are presented net of inter-segment transaction eliminations
(2) Covance Drug Development’s results exclude the impact from the wind-down of operations relating to a committed minimum volume
contract that expired on October 31, 2015
(3) Adjusted Operating Income excludes amortization, restructuring charges and special items
(4) See Reconciliation of non-GAAP Financial Measures on slides 15 – 19
4Q17 4Q16(2) % Change
Net Revenue
LabCorp Diagnostics $1,816.3 $1,671.8 8.6%
Covance Drug Development $886.1 $715.6 23.8%
Total Net Revenue $2,701.6 $2,387.3 13.2%
Adjusted Operating Income(3) (4)
LabCorp Diagnostics $356.5 $317.8 12.2%
Adjusted Operating Margin 19.6% 19.0% 60 bps
Covance Drug Development $134.9 $106.5 26.7%
Adjusted Operating Margin 15.2% 14.9% 30 bps
Unallocated Corporate Expense ($35.2) ($36.5) 3.6%
Total Adjusted Operating Income $456.2 $387.8 17.6%
Total Adjusted Operating Margin 16.9% 16.2% 70 bps
6
FULL YEAR 2017 PRO FORMA SEGMENT RESULTS(1)
(DOLLARS IN MILLIONS)
Twelve Months Twelve Months
Ended 12/31/17 Ended 12/31/16 % Change
Net Revenue
LabCorp Diagnostics $7,170.5 $6,593.9 8.7%
Covance Drug Development(2) $3,037.2 $2,842.2 6.9%
Total Net Revenue(2) $10,205.9 $9,435.6 8.2%
Adjusted Operating Income(3) (4)
LabCorp Diagnostics $1,446.3 $1,322.9 9.3%
Adjusted Operating Margin 20.2% 20.1% 10 bps
Covance Drug Development $422.4 $412.7 2.4%
Adjusted Operating Margin 13.9% 14.5% (60 bps)
Unallocated Corporate Expense ($137.4) ($145.4) 5.5%
Total Adjusted Operating Income $1,731.3 $1,590.2 8.9%
Total Adjusted Operating Margin 17.0% 16.9% 10 bps
(1) The consolidated net revenue and adjusted operating income are presented net of inter-segment transaction eliminations
(2) Covance Drug Development’s results exclude the impact from the wind-down of operations relating to a committed minimum volume
contract that expired on October 31, 2015
(3) Adjusted Operating Income excludes amortization, restructuring charges and special items
(4) See Reconciliation of non-GAAP Financial Measures on slides 15 – 19
7
SELECT FINANCIAL METRICS
(DOLLARS IN MILLIONS)
4Q16 1Q17 2Q17 3Q17 4Q17
Total Depreciation $79.3 $78.4 $73.5 $76.4 $78.5
Total Amortization(1) $48.8 $47.6 $51.4 $54.6 $62.9
Total Adjusted EBITDA(2) $469.3 $472.2 $515.7 $526.4 $536.4
Total Debt to Last Twelve Months Adjusted EBITDA(2) (3) 3.1x 3.1x 3.2x 3.5x 3.2x
Total Net Debt to Last Twelve Months Adjusted EBITDA(2) (3) (4) 2.9x 2.9x 3.0x 3.3x 3.1x
(1) Excludes amortization of deferred financing fees
(2) Adjusted EBITDA excludes restructuring charges and special items. See reconciliation on slide 14
(3) Leverage ratios in the third and fourth quarter of 2017 include Chiltern Adjusted EBITDA from the twelve months prior to the relevant period on a pro forma basis
(4) Net debt equals total debt less cash and cash equivalents
8
COVANCE DRUG DEVELOPMENT: SELECT FINANCIAL METRICS(1)
Trailing Twelve Month (TTM) Results
Net Orders Net Book-to-Bill
TTM Ending December 31, 2017(2) $4.14 billion 1.36x
TTM Ending September 30, 2017(2) $3.82 billion 1.33x
TTM Ending June 30, 2017 $3.44 billion 1.23x
TTM Ending March 31, 2017 $3.24 billion 1.15x
TTM Ending December 31, 2016 $3.15 billion 1.11x
Backlog
Estimated revenue expected to convert
from backlog in the next twelve months
As of December 31, 2017 $7.13 billion $2.8 billion
As of September 30, 2017(3) $6.84 billion $2.7 billion
As of June 30, 2017 $5.53 billion $2.1 billion
As of March 31, 2017 $5.19 billion $2.1 billion
As of December 31, 2016 $4.86 billion $2.0 billion
(1) Beginning with the fourth quarter of 2016, the Company began reporting net orders, net book-to-bill and backlog based upon fully-executed
contracted awards. The Company believes this methodology is a more conservative and objective practice, providing greater visibility into its
revenue conversion from the backlog. Results shown include the impact from cancellations and foreign currency translation.
(2) Includes results from Chiltern following the closing of the acquisition on September 1, 2017
(3) Included backlog from the acquisition of Chiltern of $1.0 billion
9
(1) Revenues recognized in over 30 currencies; the largest foreign currency accounts for less than 10% of total net revenue
Segment Distribution
LabCorp
Diagnostics
67.2%
Covance
Drug Development
32.8%
USA
78.6%
Geographic Distribution
Rest of
World(1)
21.4%
FOURTH QUARTER 2017 NET REVENUE DISTRIBUTION
10
FOURTH QUARTER 2017 FOREIGN EXCHANGE IMPACT TO NET REVENUE(1)
(DOLLARS IN MILLIONS)
Year over Year
Dollars % Growth
Consolidated
Net Revenue, as Reported $2,702 13.2%
Foreign Exchange Impact ($15) (0.6%)
Net Revenue, Constant Currency $2,686 12.5%
LabCorp Diagnostics
Net Revenue, as Reported $1,816 8.6%
Foreign Exchange Impact ($5) (0.3%)
Net Revenue, Constant Currency $1,811 8.3%
Covance Drug Development
Net Revenue, as Reported $886 23.8%
Foreign Exchange Impact ($10) (1.4%)
Net Revenue, Constant Currency $876 22.4%
(1) Does not tie due to rounding
11
FULL YEAR 2017 FOREIGN EXCHANGE IMPACT TO NET REVENUE(1)
(DOLLARS IN MILLIONS)
Year over Year
Dollars % Growth
Consolidated
Net Revenue, as Reported $10,206 8.2%
Foreign Exchange Impact $2 0.0%
Net Revenue, Constant Currency $10,207 8.2%
LabCorp Diagnostics
Net Revenue, as Reported $7,171 8.7%
Foreign Exchange Impact ($5) 0.1%
Net Revenue, Constant Currency $7,166 8.7%
Covance Drug Development
Net Revenue, as Reported $3,037 6.9%
Foreign Exchange Impact $6 0.2%
Net Revenue, Constant Currency $3,043 7.1%
(1) Does not tie due to rounding
12
IMPACT FROM CHANGE IN REVENUE RECOGNITION
ACCOUNTING STANDARD (ASC 606)
Effective January 1, 2018, the Company will adopt the FASB-issued converged standard on revenue recognition, using the
full retrospective method. Although the Company has not completed all of the analysis required to finalize this restatement
of revenues and expenses relating to this new standard, the table below presents the Company’s current best estimate of
the potential financial impact on its two segments’ revenue, and is being provided as a reference point for the Company’s
guidance in 2018. The 2017 calculation is preliminary and will be finalized upon adoption in the first quarter of 2018 and the
amounts are therefore subject to change. The Company does not believe the application of the new standard will have any
significant impact on previously reported Adjusted Operating Income. However, the change in reported revenue will impact
previously reported operating margins as shown in the table provided.
(1) In LabCorp Diagnostics, the impact of the accounting change will reduce revenue and increase margins, as bad debt will be treated as a
reduction in revenue rather than selling, general and administrative expense
(2) In Covance Drug Development, the impact of this accounting change will increase revenue and cost of revenue, resulting in lower
margins due to the inclusion of investigator fees and other pass-through expenses in both categories
(Dollars in millions)
As Reported Preliminary Restatement
LabCorp Diagnostics (1)
Net Revenue 7,170.5$ 6,858.0$
Adjusted Operating Income 1,446.3$ 1,446.3$
Adjusted Operating Margin 20.2% 21.1%
Covance Drug Development (2)
Net Revenue 3,037.2$ 3,562.4$
Adjusted Operating Income 422.4$ 425.7$
Adjust d Operating Margin 13.9% 11.9%
Consolidated (1) (2)
Net Revenue 10,205.9$ 10,418.6$
Adjusted Segment Operating Income 1,868.7$ 1,872.0$
Unallocated corporate expense (137.4)$ (137.4)$
Consolidated Adjusted Operating Income 1,731.3$ 1,734.6$
Adjusted Operating Margin 17.0% 16.6%
Twelve Months Ended
December 31, 2017
Twelve Months Ended
December 31, 2017
13
2018 FINANCIAL GUIDANCE
Current Guidance
(assumes foreign exchange rates
effective as of December 31, 2017)
Total net revenue growth(1): 9.5% – 11.5%(3)
LabCorp Diagnostics net revenue growth(1): 3.0% – 5.0%(4)
Covance Drug Development net revenue growth(1): 20.0% – 24.0%(5)
Adjusted EPS(2): $11.30 – $11.70
Free cash flow: $1.1 billion – $1.2 billion
(1) Calculated based on the preliminary restatement of revenue in 2017 related to the Company’s adoption of the new revenue recognition accounting standard (ASC
606) effective January 1, 2018 shown on slide 12
(2) Excludes the impact from amortization, restructuring charges and special items
(3) Includes the benefit of approximately 60 basis points of foreign currency translation
(4) Includes the benefit of approximately 20 basis points of foreign currency translation
(5) Includes the benefit of approximately 140 basis points of foreign currency translation
14
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES – ADJUSTED EBITDA
(DOLLARS IN MILLIONS)
4Q16 1Q17 2Q17 3Q17 4Q17
LabCorp Operating Income $323.4 $332.7 $336.0 $341.3 $354.2
Add:
Restructuring and other special charges $9.8 $3.9 $39.1 $21.6 $6.3
Other special charges(1) $5.8 $7.1 $10.8 $29.0 $32.8
Depreciation $79.3 $78.4 $73.5 $76.4 $78.5
Amortization $48.8 $47.6 $51.4 $54.6 $62.9
Equity method income, net $2.0 $2.3 $4.5 $3.2 $1.3
Depreciation and amortization of equity method investments $0.2 $0.2 $0.4 $0.3 $0.4
Adjusted EBITDA $469.3 $472.2 $515.7 $526.4 $536.4
(1) Other special charges as disclosed by the Company in its quarterly earnings releases
15
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted Operating Income 2017 2016 2017 2016
Operating income 354.2$ 323.4$ 1,364.2$ 1,312.4$
Acquisition-related costs 14.1 3.3 49.7 18.4
Restructuring and other special charges 6.3 9.8 70.9 58.4
Consulting fees and executive transition expenses 1.3 1.4 4.4 9.3
Wind-down of minimum volume contract operations - 0.6 - 4.6
LaunchPad and integration implementation costs 17.4 0.5 25.6 7.6
Amortization of intangibles and other assets 62.9 48.8 216.5 179.5
Adjusted operating income 456.2$ 387.8$ 1,731.3$ 1,590.2$
Adjusted EPS
Diluted earnings per common share 6.81$ 1.75$ 12.21$ 7.02$
One-time benefit from Tax Cuts and Jobs Act (5.00) - (5.00) -
Restructuring and special items 0.23 0.08 0.98 0.64
Amortization expense 0.41 0.32 1.41 1.17
Adjusted EPS 2.45$ 2.15$ 9.60$ 8.83$
LABORATORY CORPORATION OF AMERICA HOLDINGS
Reconciliation of Non-GAAP Financial Measures
(in millions, except per share data)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
16
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Free Cash Flow: 2017 2016 2017 2016
Net cash provided by operating activities 564.0$ 448.9$ 1,459.4$ 1,175.9$
Less: Capital expenditures (96.1) (74.3) (312.9) (278.9)
Free cash flow 467.9$ 374.6$ 1,146.5$ 897.0$
LABORATORY CORPORATION OF AMERICA HOLDINGS
Reconciliation of Non-GAAP Financial Measures
(in millions)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
17
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - FOOTNOTES
1) During the fourth quarter of 2017, the Company recorded net restructuring and other special charges of $6.3 million. The charges included $8.9 million
in severance and other personnel costs along with $0.9 million in costs associated with facility closures and general integration initiatives. The Company
reversed previously established reserves of $3.0 million in unused severance reserves and $0.5 million in unused facilities reserves.
The Company incurred legal and other costs of $14.1 million primarily relating to the acquisition of Chiltern. The Company also recorded $17.4 million in
consulting and other expenses relating to Covance and Chiltern integration initiatives. In addition, the Company incurred $1.3 million in consulting
expenses relating to fees incurred as part of its integration and management transition costs (all recorded in selling, general and administrative expenses).
The after tax impact of these charges decreased net earnings for the quarter ended December 31, 2017, by $24.5 million and diluted earnings per share by
$0.23 ($24.5 million divided by 103.7 million shares).
During the first three quarters of 2017, the Company recorded net restructuring and other special charges of $64.6 million. The charges included $27.2
million in severance and other personnel costs along with $17.9 million in costs associated with facility closures and general integration initiatives. The
Company reversed previously established reserves of $1.4 million, primarily in unused severance reserves. The Company also recognized an asset
impairment loss of $20.9 million related to the termination of a software development project within the Covance Drug Development segment and the
forgiveness of indebtedness for LabCorp Diagnostics customers in areas heavily impacted by hurricanes experienced during the third quarter of 2017.
The Company incurred legal and other costs of $29.8 million relating to recent acquisition activity. The Company also recorded $8.0 million in consulting
expenses relating to fees incurred as part of its Covance integration and compensation analysis, along with $0.9 million in short-term equity retention
arrangements relating to the acquisition of Covance. In addition, the Company incurred $8.2 million of non-capitalized costs associated with the
implementation of a major system as part of its LaunchPad business process improvement initiative (all recorded in selling, general and administrative
expenses).
The after tax impact of these combined charges decreased net earnings for the year ended December 31, 2017, by $101.4 million and diluted earnings per
share by $0.98 ($101.4 million divided by 103.9 million shares).
2) As a result of the passage of the TCJA in the fourth quarter of 2017, the Company recorded a net reduction of its provision for income taxes of $519.0
million, resulting in a one-time increase in its EPS of $5.00 for the quarter and for the year ($519.0 million divided by 103.7 million shares and $519.0 million
divided by 103.9 million shares). Given the significant changes resulting from the TCJA, the estimated financial impact in the quarter is provisional and
subject to further clarification, which could result in changes to these estimates during 2018.
18
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - FOOTNOTES
3) During the fourth quarter of 2016, the Company recorded net restructuring charges and special items of $9.8 million. The charges included $8.1
million in severance and other personnel costs along with $2.8 million in facility-related costs associated with facility closures and general integration
initiatives. The Company reversed previously established reserves of $0.1 million in unused personnel-related reserves and $1.0 million in unused
facility-related costs.
The Company incurred $0.6 million in fees and expenses associated with acquisitions completed during the quarter and incurred additional legal and
other costs of $0.6 million relating to the wind-down of its minimum volume contract operations. The Company also recorded $2.5 million in consulting
expenses relating to fees incurred as part of its Covance integration costs and compensation analysis, $0.2 million in short-term equity retention
arrangements relating to the acquisition of Covance, $1.4 million of accelerated equity and other final compensation relating to executive transition
announced during the third quarter of 2016, and $0.5 million of non-capitalized costs associated with the implementation of a major system as part of its
LaunchPad business process improvement initiative (all recorded in selling, general and administrative expenses).
The Company also recorded a $3.6 million gain on sale of certain assets held for sale. The after tax impact of these net charges decreased net
earnings for the quarter ended December 31, 2016, by $8.3 million and diluted earnings per share by $0.08 ($8.3 million divided by 105.1 million
shares).
During the first three quarters of 2016, the Company recorded net restructuring charges and other special charges of $48.6 million. The charges
included $23.1 million in severance and other personnel costs along with $30.7 million in facility-related costs associated with facility closures and
general integration initiatives. The Company reversed previously established reserves of $2.5 million in unused facility-related costs and $2.7 million in
unused severance reserves.
The Company incurred $7.4 million in fees and expenses associated with completed acquisitions and incurred additional legal and other costs of $4.0
million relating to the wind-down of its minimum volume contract operations. The Company also recorded $4.4 million in consulting expenses relating to
fees incurred as part of its Covance integration costs and compensation analysis, $2.3 million in short-term equity retention arrangements relating to the
acquisition of Covance, $7.5 million of accelerated equity compensation relating to the announced retirement of a Company executive, and $8.5 million
of non-capitalized costs associated with the implementation of a major system as part of its LaunchPad business process improvement initiative (all
recorded in selling, general and administrative expenses).
The Company also incurred $5.6 million of interest expense relating to the early retirement of subsidiary indebtedness acquired as part of its acquisition
of Sequenom. In conjunction with certain international legal entity tax structuring, the Company recorded a one-time tax liability of $1.1 million.
The after tax impact of these net charges decreased net earnings for the year ended December 31, 2016, by $66.3 million and diluted earnings per
share by $0.64 ($66.3 million divided by 104.3 million shares).
19
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - FOOTNOTES
4) The Company continues to grow the business through acquisitions and uses Adjusted EPS excluding amortization as a measure of operational
performance, growth and shareholder returns. The Company believes adjusting EPS for amortization provides investors with better insight into the
operating performance of the business. For the quarters ended December 31, 2017 and 2016, intangible amortization was $62.9 million and $48.8
million, respectively ($42.3 million and $33.2 million net of tax, respectively) and decreased EPS by $0.41 ($42.3 million divided by 103.7 million shares)
and $0.32 ($33.2 million divided by 105.1 million shares), respectively. For the year ended December 31, 2017 and 2016, intangible amortization was
$216.5 million and $179.5 million, respectively ($146.4 million and $122.5 million net of tax, respectively) and decreased EPS by $1.41 ($146.4 million
divided by 103.9 million shares) and $1.17 ($122.5 million divided by 104.3 million shares), respectively.