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Delaware
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23-3079390
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1300 Morris Drive
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Chesterbrook,
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PA
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19087-5594
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
Trading Symbol(s)
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Name of exchange on which registered
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Common stock
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ABC
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New York Stock Exchange
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(NYSE)
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Item
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Page
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•
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Optimize and Grow Our Pharmaceutical Distribution and Strategic Global Sourcing Businesses. We believe we are well positioned in size and market breadth to continue to grow our distribution businesses as we invest to improve our operating and capital efficiencies. Distribution, including specialty pharmaceuticals, anchors our growth and position in the pharmaceutical supply channel as we provide superior distribution services and deliver value-added solutions, which improve the efficiency and competitiveness of both healthcare providers and pharmaceutical manufacturers, thus allowing the pharmaceutical supply channel to better deliver healthcare to patients.
|
•
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Optimize and Grow Our Global Commercialization Services and Animal Health Businesses. Our consulting service businesses help global pharmaceutical and biotechnology manufacturers commercialize their products. We believe we are the largest provider of reimbursement services that assist pharmaceutical companies in supporting access to branded drugs. We also provide outcomes research, contract field staffing, patient assistance and copay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical companies. World Courier is a leading global specialty transportation and logistics provider for the biopharmaceutical industry. World Courier further strengthens our service offerings to global pharmaceutical manufacturers and provides an established platform for the introduction of our specialty services outside North America. MWI Animal Health (“MWI”) sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets. MWI also offers its customers a variety of value-added services, including its e-commerce platform, technology management systems, pharmacy fulfillment, inventory management system, equipment procurement consultation, special order fulfillment, and educational seminars, which we believe closely integrate MWI with its customers' day-to-day operations and provide them with meaningful incentives to continue doing business with MWI. We continue to seek opportunities to expand our offerings in our Global Commercialization Services and Animal Health businesses.
|
•
|
Acquisitions. In order to grow our core strategic offerings and to enter related markets, we have acquired and invested in businesses and will continue to consider additional acquisitions and investments.
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•
|
Divestitures. In order to allow us to concentrate on our strategic focus areas, we have divested certain non-core businesses and may, from time to time, consider additional divestitures.
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Name
|
|
Age
|
|
Current Position with the Company
|
Steven H. Collis
|
|
58
|
|
Chairman, President, and Chief Executive Officer
|
Silvana Battaglia
|
|
52
|
|
Executive Vice President and Chief Human Resources Officer
|
John G. Chou
|
|
63
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Gina K. Clark
|
|
62
|
|
Executive Vice President and Chief Communications & Administration Officer
|
James F. Cleary
|
|
56
|
|
Executive Vice President and Chief Financial Officer
|
Leslie E. Donato
|
|
50
|
|
Executive Vice President and Chief Strategy Officer
|
Kathy H. Gaddes
|
|
56
|
|
Executive Vice President and Chief Compliance Officer
|
Robert P. Mauch
|
|
52
|
|
Executive Vice President and Group President
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price
Paid Per
Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Programs
|
||||||
October 1 to October 31
|
|
1,386,835
|
|
|
$
|
90.72
|
|
|
1,386,835
|
|
|
$
|
1,000,000,000
|
|
November 1 to November 30
|
|
62,923
|
|
|
$
|
89.85
|
|
|
—
|
|
|
$
|
1,000,000,000
|
|
December 1 to December 31
|
|
1,319,378
|
|
|
$
|
75.79
|
|
|
1,319,378
|
|
|
$
|
900,000,064
|
|
January 1 to January 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
900,000,064
|
|
February 1 to February 28
|
|
157
|
|
|
$
|
82.79
|
|
|
—
|
|
|
$
|
900,000,064
|
|
March 1 to March 31
|
|
1,252,495
|
|
|
$
|
78.33
|
|
|
1,252,495
|
|
|
$
|
801,896,921
|
|
April 1 to April 30
|
|
116
|
|
|
$
|
75.35
|
|
|
—
|
|
|
$
|
801,896,921
|
|
May 1 to May 31
|
|
1,038,138
|
|
|
$
|
79.56
|
|
|
1,034,499
|
|
|
$
|
719,581,614
|
|
June 1 to June 30
|
|
1,111,252
|
|
|
$
|
83.29
|
|
|
1,111,252
|
|
|
$
|
627,021,288
|
|
July 1 to July 31
|
|
139,217
|
|
|
$
|
84.95
|
|
|
139,217
|
|
|
$
|
615,195,472
|
|
August 1 to August 31
|
|
752,384
|
|
|
$
|
82.85
|
|
|
752,048
|
|
|
$
|
552,888,358
|
|
September 1 to September 30
|
|
1,101,040
|
|
|
$
|
83.33
|
|
|
1,101,040
|
|
|
$
|
461,135,868
|
|
Total
|
|
8,163,935
|
|
|
$
|
82.15
|
|
|
8,096,764
|
|
|
|
|
(a)
|
In November 2016, the Company's board of directors authorized a share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. During the fiscal year ended September 30, 2019, the Company purchased 1.4 million shares of its common stock for a total of $125.8 million, which excluded $24.0 million of September 2018 purchases that cash settled in October 2018, to complete its authorization under this program.
|
(b)
|
In October 2018, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. During the fiscal year ended September 30, 2019, the Company purchased 6.7 million shares of its common stock for a total of $538.9 million under this program, which included $14.8 million of September 2019 purchases that cash settled in October 2019. As of September 30, 2019, the Company had $461.1 million of availability under this program.
|
(c)
|
Employees surrendered 67,171 shares during the fiscal year ended September 30, 2019 to meet minimum tax-withholding obligations upon vesting of restricted stock.
|
|
|
As of or for the Fiscal Year Ended September 30,
|
||||||||||||||||||
(Amounts in thousands, except per share amounts)
|
|
2019(a)
|
|
2018(b)
|
|
2017(c)
|
|
2016(d)
|
|
2015(e)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
|
$
|
179,589,121
|
|
|
$
|
167,939,635
|
|
|
$
|
153,143,826
|
|
|
$
|
146,849,686
|
|
|
$
|
135,961,803
|
|
Gross profit
|
|
5,138,312
|
|
|
4,612,317
|
|
|
4,546,002
|
|
|
4,272,606
|
|
|
3,529,313
|
|
|||||
Operating expenses
|
|
4,026,389
|
|
|
3,168,632
|
|
|
3,485,660
|
|
|
2,746,832
|
|
|
3,107,093
|
|
|||||
Operating income
|
|
1,111,923
|
|
|
1,443,685
|
|
|
1,060,342
|
|
|
1,525,774
|
|
|
422,220
|
|
|||||
Interest expense, net
|
|
157,769
|
|
|
174,699
|
|
|
145,185
|
|
|
139,912
|
|
|
109,036
|
|
|||||
Net income (loss)
|
|
854,135
|
|
|
1,615,892
|
|
|
364,484
|
|
|
1,427,929
|
|
|
(138,165
|
)
|
|||||
Net income (loss) attributable to AmerisourceBergen Corporation
|
|
$
|
855,365
|
|
|
$
|
1,658,405
|
|
|
$
|
364,484
|
|
|
$
|
1,427,929
|
|
|
$
|
(138,165
|
)
|
Earnings per share — diluted
|
|
$
|
4.04
|
|
|
$
|
7.53
|
|
|
$
|
1.64
|
|
|
$
|
6.32
|
|
|
$
|
(0.63
|
)
|
Cash dividends declared per common share
|
|
$
|
1.60
|
|
|
$
|
1.52
|
|
|
$
|
1.46
|
|
|
$
|
1.36
|
|
|
$
|
1.16
|
|
Weighted average common shares outstanding — diluted
|
|
211,840
|
|
|
220,336
|
|
|
221,602
|
|
|
225,959
|
|
|
217,786
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
3,374,194
|
|
|
$
|
2,492,516
|
|
|
$
|
2,435,115
|
|
|
$
|
2,741,832
|
|
|
$
|
2,167,442
|
|
Accounts receivable, net
|
|
12,386,879
|
|
|
11,314,226
|
|
|
10,303,324
|
|
|
9,175,876
|
|
|
8,222,951
|
|
|||||
Inventories
|
|
11,060,254
|
|
|
11,918,508
|
|
|
11,461,428
|
|
|
10,723,920
|
|
|
9,755,094
|
|
|||||
Property and equipment, net
|
|
1,770,516
|
|
|
1,892,424
|
|
|
1,797,945
|
|
|
1,530,682
|
|
|
1,192,510
|
|
|||||
Total assets
|
|
39,171,980
|
|
|
37,669,838
|
|
|
35,316,470
|
|
|
33,637,501
|
|
|
27,962,982
|
|
|||||
Accounts payable
|
|
28,385,074
|
|
|
26,836,873
|
|
|
25,404,042
|
|
|
23,926,320
|
|
|
20,886,439
|
|
|||||
Total debt
|
|
4,172,892
|
|
|
4,310,189
|
|
|
3,442,055
|
|
|
4,186,703
|
|
|
3,493,048
|
|
|||||
Total equity
|
|
2,993,206
|
|
|
3,049,961
|
|
|
2,064,461
|
|
|
2,129,404
|
|
|
616,386
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
39,171,980
|
|
|
$
|
37,669,838
|
|
|
$
|
35,316,470
|
|
|
$
|
33,637,501
|
|
|
$
|
27,962,982
|
|
(a)
|
Includes a $421.3 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $148.7 million; $245.8 million of employee severance, litigation, and other costs, net of income tax benefit of $84.6 million; a $107.8 million gain from antitrust litigation settlements, net of income tax expense of $38.1 million; $51.3 million of PharMEDium remediation costs, net of income tax benefit of $18.1 million; $16.7 million of LIFO credit, net of income tax expense of $5.9 million; a $16.3 million reversal of an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax expense of $5.7 million; and a $10.1 million gain on the sale of an equity investment, net of income tax expense of $3.6 million.
|
(b)
|
Includes $61.3 million of employee severance, litigation, and other costs, net of income tax benefit of $122.2 million; a $59.7 million goodwill impairment with no income tax benefit; $48.6 million of LIFO expense, net of income tax benefit of $18.7 million; $47.8 million of PharMEDium remediation costs, net of income tax benefit of $18.4 million; a $42.3 million loss on consolidation of equity investments with no income tax benefit; a $30.0 million impairment on a non-customer note receivable with no income tax benefit; a $25.9 million gain from antitrust litigation settlements, net of income tax expense of $10.0 million; a $17.2 million loss on early retirement of debt, net of income tax benefit of $6.6 million; and $15.9 million of expense for an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $6.1 million.
|
(c)
|
Includes $101.1 million of LIFO credit, net of income tax expense of $56.7 million; a $0.9 million gain from antitrust litigation settlements, net of income tax expense of $0.5 million; and $937.4 million of employee severance, litigation, and other costs, net of income tax benefit of $21.9 million.
|
(d)
|
Includes $367.2 million of Warrants income, net of income tax benefit of $507.5 million; $120.9 million of LIFO expense, net of income tax benefit of $79.3 million; an $80.8 million gain from antitrust litigation settlements, net of income tax expense of $53.0 million; $62.1 million of employee severance, litigation, and other costs, net of income tax benefit of $40.8 million; and a $28.7 million pension settlement charge, net of income tax benefit of $18.9 million.
|
(e)
|
Includes $887.5 million of Warrants expense, net of income tax benefit of $25.3 million; $336.2 million of LIFO expense, net of income tax benefit of $206.6 million; a $40.6 million gain from antitrust litigation settlements, net of income tax expense of$24.9 million; a $30.6 million impairment charge on an equity investment, with no income tax benefit; and $23.5 million of employee severance, litigation, and other costs, net of income tax benefit of $14.4 million.
|
•
|
Revenue increased 6.9% from the prior fiscal year primarily due to the revenue growth of our Pharmaceutical Distribution Services segment;
|
•
|
Pharmaceutical Distribution Services' gross profit increased 6.2% from the prior fiscal year primarily due to the increase in revenue largely due to strong specialty product sales, the January 2018 consolidation of Profarma, and the January 2018 acquisition of H.D. Smith and was negatively impacted by our pharmaceutical compounding operations as production at our Memphis facility has been suspended since December 2017. Gross profit in Other increased 4.3% from the prior fiscal year primarily due to growth at World Courier and MWI, the January 2018 consolidation of the specialty joint venture in Brazil, and ABCS's growth in its Canadian operations. Total gross profit in the current fiscal year was favorably impacted primarily by increases in gains from antitrust litigation settlements, a last-in, first-out ("LIFO") credit in the current year in comparison to a LIFO expense in the prior year, and the reversal of a previously-estimated assessment related to the New York State Opioid Stewardship Act;
|
•
|
Distribution, selling, and administrative expenses increased 8.3% from the prior fiscal year as the Pharmaceutical Distribution Services' segment expenses increased by 10.2% from the prior fiscal year primarily due to an increase in costs to support the increase in revenue, the January 2018 consolidation of Profarma, and the January 2018 acquisition of H.D. Smith;
|
•
|
Operating income decreased 23.0% in the current fiscal year primarily due to a $570.0 million impairment of PharMEDium's long-lived assets (see Note 1 of the Notes to Consolidated Financial Statements), and an increase in employee severance, litigation, and other costs, offset in part by increases in gains from antitrust litigation settlements, a LIFO credit in the current fiscal year, and an increase in total operating segment income;
|
•
|
Our effective tax rates were 11.7% and (37.2)% in the fiscal years ended September 30, 2019 and 2018, respectively. Our effective tax rate in the fiscal year ended September 30, 2019 was primarily impacted by the $570.0 million impairment of long-lived assets (see Note 1 of the Notes to Consolidated Financial Statements) and legal settlements, which changed the mix of domestic and international income. The effective tax rate in the fiscal year ended September 30, 2019 was also impacted by a $37.0 million decrease to the Company's transition tax related to the Tax Cuts and Jobs Act (the "2017 Tax Act"). Our effective tax rate in the fiscal year ended September 30, 2018 was primarily impacted by the effect of 2017 Tax Act. Our total income tax benefit in the fiscal year ended September 30, 2018 of $438.5 million reflects $612.6 million of tax benefits recognized and a reduction in the U.S. federal income tax rate from 35% to 21%, both resulting from the 2017 Tax Act. Additionally, during the fourth quarter of fiscal 2018, a portion of a 2017 legal settlement charge was determined to be deductible, which favorably impacted our effective tax rate for the fiscal year ended September 30, 2018. Our effective tax rates for the fiscal years ended September 30, 2019 and 2018 were favorably impacted by the Company's international businesses in Switzerland and Ireland, which have lower income tax rates, and the benefit from stock option exercises and restricted stock vesting; and
|
•
|
Net income and earnings per share were significantly lower in the current fiscal year primarily due to the $570.0 million impairment of long-lived assets and the significant income tax benefit recognized in the prior fiscal year as a result of the 2017 Tax Act.
|
|
|
Fiscal Year Ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
172,813,537
|
|
|
$
|
161,699,343
|
|
|
6.9%
|
Other:
|
|
|
|
|
|
|
||||
MWI Animal Health
|
|
3,975,232
|
|
|
3,789,759
|
|
|
4.9%
|
||
Global Commercialization Services
|
|
2,893,109
|
|
|
2,542,971
|
|
|
13.8%
|
||
Total Other
|
|
6,868,341
|
|
|
6,332,730
|
|
|
8.5%
|
||
Intersegment eliminations
|
|
(92,757
|
)
|
|
(92,438
|
)
|
|
|
||
Revenue
|
|
$
|
179,589,121
|
|
|
$
|
167,939,635
|
|
|
6.9%
|
|
|
Fiscal Year Ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
3,682,986
|
|
|
$
|
3,466,956
|
|
|
6.2%
|
Other
|
|
1,314,172
|
|
|
1,260,485
|
|
|
4.3%
|
||
Intersegment eliminations
|
|
(659
|
)
|
|
(609
|
)
|
|
|
||
Gain from antitrust litigation settlements
|
|
145,872
|
|
|
35,938
|
|
|
|
||
LIFO credit (expense)
|
|
22,544
|
|
|
(67,324
|
)
|
|
|
||
PharMEDium remediation costs
|
|
(48,603
|
)
|
|
(61,129
|
)
|
|
|
||
New York State Opioid Stewardship Act
|
|
22,000
|
|
|
(22,000
|
)
|
|
|
||
Gross profit
|
|
$
|
5,138,312
|
|
|
$
|
4,612,317
|
|
|
11.4%
|
|
|
Fiscal Year Ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Distribution, selling, and administrative
|
|
$
|
2,663,508
|
|
|
$
|
2,460,301
|
|
|
8.3%
|
Depreciation and amortization
|
|
462,407
|
|
|
465,127
|
|
|
(0.6)%
|
||
Employee severance, litigation, and other
|
|
330,474
|
|
|
183,520
|
|
|
|
||
Goodwill impairment
|
|
—
|
|
|
59,684
|
|
|
|
||
Impairment of long-lived assets
|
|
570,000
|
|
|
—
|
|
|
|
||
Total operating expenses
|
|
$
|
4,026,389
|
|
|
$
|
3,168,632
|
|
|
27.1%
|
|
|
Fiscal Year Ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
1,671,251
|
|
|
$
|
1,626,748
|
|
|
2.7%
|
Other
|
|
380,660
|
|
|
355,091
|
|
|
7.2%
|
||
Intersegment eliminations
|
|
(659
|
)
|
|
(609
|
)
|
|
|
||
Total segment operating income
|
|
2,051,252
|
|
|
1,981,230
|
|
|
3.5%
|
||
|
|
|
|
|
|
|
||||
Gain from antitrust litigation settlements
|
|
145,872
|
|
|
35,938
|
|
|
|
||
LIFO credit (expense)
|
|
22,544
|
|
|
(67,324
|
)
|
|
|
||
PharMEDium remediation costs
|
|
(69,423
|
)
|
|
(66,204
|
)
|
|
|
||
New York State Opioid Stewardship Act
|
|
22,000
|
|
|
(22,000
|
)
|
|
|
||
Acquisition-related intangibles amortization
|
|
(159,848
|
)
|
|
(174,751
|
)
|
|
|
||
Employee severance, litigation, and other
|
|
(330,474
|
)
|
|
(183,520
|
)
|
|
|
||
Goodwill impairment
|
|
—
|
|
|
(59,684
|
)
|
|
|
||
Impairment of long-lived assets
|
|
(570,000
|
)
|
|
—
|
|
|
|
||
Operating income
|
|
$
|
1,111,923
|
|
|
$
|
1,443,685
|
|
|
(23.0)%
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
||||||||
(dollars in thousands)
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|
Amount
|
|
Weighted Average
Interest Rate
|
||||
Interest expense
|
|
$
|
195,474
|
|
|
3.73%
|
|
$
|
189,640
|
|
|
3.59%
|
Interest income
|
|
(37,705
|
)
|
|
1.87%
|
|
(14,941
|
)
|
|
1.18%
|
||
Interest expense, net
|
|
$
|
157,769
|
|
|
|
|
$
|
174,699
|
|
|
|
|
|
Fiscal Year Ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
161,699,343
|
|
|
$
|
147,453,495
|
|
|
9.7%
|
Other:
|
|
|
|
|
|
|
||||
MWI Animal Health
|
|
3,789,759
|
|
|
3,636,305
|
|
|
4.2%
|
||
Global Commercialization Services
|
|
2,542,971
|
|
|
2,111,558
|
|
|
20.4%
|
||
Total Other
|
|
6,332,730
|
|
|
5,747,863
|
|
|
10.2%
|
||
Intersegment eliminations
|
|
(92,438
|
)
|
|
(57,532
|
)
|
|
|
||
Revenue
|
|
$
|
167,939,635
|
|
|
$
|
153,143,826
|
|
|
9.7%
|
|
|
Fiscal Year Ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
3,466,956
|
|
|
$
|
3,182,836
|
|
|
8.9%
|
Other
|
|
1,260,485
|
|
|
1,204,545
|
|
|
4.6%
|
||
Intersegment eliminations
|
|
(609
|
)
|
|
(556
|
)
|
|
|
||
Gain from antitrust litigation settlements
|
|
35,938
|
|
|
1,395
|
|
|
|
||
LIFO (expense) credit
|
|
(67,324
|
)
|
|
157,782
|
|
|
|
||
PharMEDium remediation costs
|
|
(61,129
|
)
|
|
—
|
|
|
|
||
New York State Opioid Stewardship Act
|
|
(22,000
|
)
|
|
—
|
|
|
|
||
Gross profit
|
|
$
|
4,612,317
|
|
|
$
|
4,546,002
|
|
|
1.5%
|
|
|
Fiscal Year Ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
||||
Distribution, selling, and administrative
|
|
$
|
2,460,301
|
|
|
$
|
2,128,730
|
|
|
15.6%
|
Depreciation and amortization
|
|
465,127
|
|
|
397,603
|
|
|
17.0%
|
||
Employee severance, litigation, and other
|
|
183,520
|
|
|
959,327
|
|
|
|
||
Goodwill impairment
|
|
59,684
|
|
|
—
|
|
|
|
||
Total operating expenses
|
|
$
|
3,168,632
|
|
|
$
|
3,485,660
|
|
|
(9.1)%
|
|
|
Fiscal Year Ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
1,626,748
|
|
|
$
|
1,643,629
|
|
|
(1.0)%
|
Other
|
|
355,091
|
|
|
373,797
|
|
|
(5.0)%
|
||
Intersegment eliminations
|
|
(609
|
)
|
|
(556
|
)
|
|
|
||
Total segment operating income
|
|
1,981,230
|
|
|
2,016,870
|
|
|
(1.8)%
|
||
|
|
|
|
|
|
|
||||
Gain from antitrust litigation settlements
|
|
35,938
|
|
|
1,395
|
|
|
|
||
LIFO (expense) credit
|
|
(67,324
|
)
|
|
157,782
|
|
|
|
||
PharMEDium remediation costs
|
|
(66,204
|
)
|
|
—
|
|
|
|
||
New York State Opioid Stewardship Act
|
|
(22,000
|
)
|
|
—
|
|
|
|
||
Acquisition-related intangibles amortization
|
|
(174,751
|
)
|
|
(156,378
|
)
|
|
|
||
Employee severance, litigation, and other
|
|
(183,520
|
)
|
|
(959,327
|
)
|
|
|
||
Goodwill impairment
|
|
(59,684
|
)
|
|
—
|
|
|
|
||
Operating income
|
|
$
|
1,443,685
|
|
|
$
|
1,060,342
|
|
|
36.2%
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
|
2018
|
|
2017
|
||||||||
(dollars in thousands)
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|
Amount
|
|
Weighted Average
Interest Rate
|
||||
Interest expense
|
|
$
|
189,640
|
|
|
3.59%
|
|
$
|
149,042
|
|
|
2.99%
|
Interest income
|
|
(14,941
|
)
|
|
1.18%
|
|
(3,857
|
)
|
|
0.52%
|
||
Interest expense, net
|
|
$
|
174,699
|
|
|
|
|
$
|
145,185
|
|
|
|
(in thousands)
|
|
Outstanding
Balance
|
|
Additional
Availability
|
||||
Fixed-Rate Debt:
|
|
|
|
|
|
|
||
$500,000, 3.50% senior notes due 2021
|
|
$
|
498,908
|
|
|
$
|
—
|
|
$500,000, 3.40% senior notes due 2024
|
|
497,744
|
|
|
—
|
|
||
$500,000, 3.25% senior notes due 2025
|
|
496,311
|
|
|
—
|
|
||
$750,000, 3.45% senior notes due 2027
|
|
743,099
|
|
|
—
|
|
||
$500,000, 4.25% senior notes due 2045
|
|
494,514
|
|
|
—
|
|
||
$500,000, 4.30% senior notes due 2047
|
|
492,488
|
|
|
—
|
|
||
Nonrecourse debt
|
|
75,196
|
|
|
—
|
|
||
Total fixed-rate debt
|
|
3,298,260
|
|
|
—
|
|
||
|
|
|
|
|
||||
Variable-Rate Debt:
|
|
|
|
|
|
|
||
Revolving credit note
|
|
—
|
|
|
75,000
|
|
||
Term loan due 2020
|
|
399,778
|
|
|
—
|
|
||
Overdraft facility due 2021 (£30,000)
|
|
32,573
|
|
|
4,314
|
|
||
Receivables securitization facility due 2022
|
|
350,000
|
|
|
1,100,000
|
|
||
Multi-currency revolving credit facility due 2024
|
|
—
|
|
|
1,400,000
|
|
||
Nonrecourse debt
|
|
92,281
|
|
|
—
|
|
||
Total variable-rate debt
|
|
874,632
|
|
|
2,579,314
|
|
||
Total debt
|
|
$
|
4,172,892
|
|
|
$
|
2,579,314
|
|
|
|
Fiscal Year Ended September 30,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Days sales outstanding
|
|
25.2
|
|
24.5
|
|
23.8
|
Days inventory on hand
|
|
28.4
|
|
29.9
|
|
30.1
|
Days payable outstanding
|
|
57.6
|
|
56.7
|
|
57.4
|
|
|
Page
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
Legal Contingencies
|
Description of the Matter
|
As discussed in Note 13 of the consolidated financial statements, the Company is involved in lawsuits, administrative proceedings, government subpoenas, government investigations and other disputes. The Company recognizes a liability for those legal contingencies for which it is probable that a liability has been incurred at the date of the consolidated financial statements and the amount is reasonably estimable. The Company also performs an assessment of the materiality of legal contingencies where a loss is either reasonably possible or it is reasonably possible that an exposure to loss exists in excess of the amount accrued. If it is reasonably possible that such a loss or an additional loss may have been incurred and the effect on the consolidated financial statements is material, the Company discloses the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the consolidated financial statements.
|
|
|
|
Goodwill - Identification of Reporting Units
|
Description of the Matter
|
The Company tests goodwill for impairment at the level of reporting referred to as a reporting unit. As discussed in Note 1 of the consolidated financial statements, the Company identified its reporting units based upon its management reporting structure. Goodwill arising from acquisitions has been assigned to the reporting unit or units as of the acquisition date that are expected to benefit from the synergies of the combination. When identifying its reporting units, the Company has aggregated two or more components within an operating segment that have similar economic characteristics.
|
|
|
|
The determination of whether two or more components within an operating segment have similar economic characteristics requires the Company to evaluate the characteristics of the respective components, which include the similarity of long-term gross margins, the nature of the products and services, the nature of the production processes, the type or class of customer, the methods used to distribute products or provide their services, and the nature of the regulatory environment. However, not each of these factors must be met for two components to be considered economically similar, and the considerations are not limited to these factors.
|
|
|
|
Auditing management's determination of reporting units is highly subjective and significant judgment is involved when evaluating whether two or more components have similar economic characteristics for purposes of aggregation into a single reporting unit. A change in the judgment used in the determination of a reporting unit could result in goodwill impairment.
|
|
|
How We Addressed the Matter in Our Audit
|
We tested the Company's internal controls related to management's identification of its reporting units. For example, we tested controls over management's review of documentation of the criteria assessed when determining whether one or more components within an operating segment have similar economic characteristics.
|
|
|
|
To test the Company's aggregation of two or more components within an operating segment into a single reporting unit, our substantive audit procedures included, among others, evaluating whether the aggregated components have similar economic characteristics. As part of our evaluation, we considered (i) the similarity of long-term gross margins of the aggregated components; (ii) the similarity of the nature of the regulatory environments of the aggregated components; (iii) the similarity of the products and services of the aggregated components; (iv) the similarity of the types or classes of customer of the aggregated components, and (v) the methods used to distribute products or provide services of the aggregated components. We corroborated the Company’s assessment of aggregation of components by reviewing reports used by segment management, including the financial performance of the respective components, to assess the aggregation criteria.
|
|
|
|
PharMEDium long-lived asset impairment
|
Description of the Matter
|
As discussed in Note 1 of the consolidated financial statements, the Company recognized an impairment loss on PharMEDium's long-lived assets. The continued suspension of production activities at PharMEDium’s compounding facility in Memphis, Tennessee, and further negotiations with the FDA and DOJ regarding a potential consent decree resulted in the Company revising its long-range plan and identifying an impairment indicator of the asset group. At March 31, 2019, the Company evaluated the PharMEDium long-lived assets for recoverability utilizing undiscounted cash flows that were based on the weighted average of multiple strategic alternatives and determined that the assets were not recoverable and were therefore impaired. As a result, the Company recognized a $570 million impairment loss, which represented the amount by which the carrying value exceeded the estimated fair value of these assets.
|
|
|
|
Auditing the Company's impairment loss on PharMEDium's long-lived assets was complex due to the significant estimation uncertainty in determining the fair value of the PharMEDium asset group. Significant assumptions used in the Company's fair value estimate of the PharMEDium asset group included (i) the discount rate; (ii) the period in which PharMEDium will resume production at or near capacity; (iii) estimated revenue growth rates; (iv) the estimated EBITDA (earnings before interest, taxes, depreciation, and amortization) margins when considering the likelihood of higher operating and compliance costs; and (v) future economic conditions and demand. Each of these assumptions was forward-looking and could have been affected by the outcome of the negotiations with the FDA and DOJ, the provisions of the final consent decree, the results of the third-party audits, and future economic conditions and demand.
|
How We Addressed the Matter in Our Audit
|
We tested the Company's internal controls over the process for the recognition and measurement of the long-lived asset impairment. For example, we tested controls over management’s review of the forecasted cash flows and their review of the significant assumptions and other inputs used in the fair value measurement, such as the discount rate.
|
|
|
|
To test the PharMEDium long-lived asset impairment loss, our substantive audit procedures included, among others, the performance of a sensitivity analysis of the assumptions to evaluate the change in the fair value of the PharMEDium asset group resulting from changes in the assumptions and therefore identify the assumptions that have the most significant impact on the fair value calculation. We involved valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions used in the fair value measurement of the PharMEDium asset group, including the evaluation of the reasonableness of the discount rate selected by the Company. We compared the forecasted cash flows to business plans, current industry, market and economic trends, and information from discussions with management and external legal counsel about the status of negotiations with the FDA and DOJ, reviewed the provisions of the final consent decree and compared previous forecasts to actual results to assess the forecasted cash flows utilized in the fair value measurement.
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
September 30,
|
||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
3,374,194
|
|
|
$
|
2,492,516
|
|
Accounts receivable, less allowances for returns and doubtful accounts:
2019 — $1,222,906; 2018 — $1,036,333
|
|
12,386,879
|
|
|
11,314,226
|
|
||
Inventories (Note 1)
|
|
11,060,254
|
|
|
11,918,508
|
|
||
Right to recover asset (Note 1)
|
|
1,147,483
|
|
|
—
|
|
||
Prepaid expenses and other
|
|
163,244
|
|
|
169,122
|
|
||
Total current assets
|
|
28,132,054
|
|
|
25,894,372
|
|
||
|
|
|
|
|
||||
Property and equipment, at cost:
|
|
|
|
|
|
|
||
Land
|
|
44,142
|
|
|
39,875
|
|
||
Buildings and improvements
|
|
942,129
|
|
|
1,086,909
|
|
||
Machinery, equipment, and other
|
|
2,362,869
|
|
|
2,281,124
|
|
||
Total property and equipment
|
|
3,349,140
|
|
|
3,407,908
|
|
||
Less accumulated depreciation
|
|
(1,578,624
|
)
|
|
(1,515,484
|
)
|
||
Property and equipment, net
|
|
1,770,516
|
|
|
1,892,424
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
6,705,507
|
|
|
6,664,272
|
|
||
Other intangible assets
|
|
2,294,836
|
|
|
2,947,828
|
|
||
Other assets
|
|
269,067
|
|
|
270,942
|
|
||
|
|
|
|
|
||||
TOTAL ASSETS
|
|
$
|
39,171,980
|
|
|
$
|
37,669,838
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
28,385,074
|
|
|
$
|
26,836,873
|
|
Accrued expenses and other
|
|
1,057,208
|
|
|
881,157
|
|
||
Short-term debt
|
|
139,012
|
|
|
151,657
|
|
||
Total current liabilities
|
|
29,581,294
|
|
|
27,869,687
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
4,033,880
|
|
|
4,158,532
|
|
||
Long-term financing obligation
|
|
320,518
|
|
|
352,296
|
|
||
Accrued income taxes
|
|
284,075
|
|
|
299,600
|
|
||
Deferred income taxes
|
|
1,860,195
|
|
|
1,829,410
|
|
||
Other liabilities
|
|
98,812
|
|
|
110,352
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.01 par value — authorized, issued, and outstanding:
2019 — 600,000,000 shares, 285,295,170 shares and 206,760,654 shares;
2018 — 600,000,000 shares, 283,588,463 shares and 213,217,882 shares
|
|
2,853
|
|
|
2,836
|
|
||
Additional paid-in capital
|
|
4,850,142
|
|
|
4,715,473
|
|
||
Retained earnings
|
|
4,235,491
|
|
|
3,720,582
|
|
||
Accumulated other comprehensive loss
|
|
(111,965
|
)
|
|
(79,253
|
)
|
||
Treasury stock, at cost: 2019 — 78,534,516 shares; 2018 — 70,370,581 shares
|
|
(6,097,604
|
)
|
|
(5,426,814
|
)
|
||
Total AmerisourceBergen Corporation stockholders' equity
|
|
2,878,917
|
|
|
2,932,824
|
|
||
Noncontrolling interest
|
|
114,289
|
|
|
117,137
|
|
||
Total equity
|
|
2,993,206
|
|
|
3,049,961
|
|
||
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
39,171,980
|
|
|
$
|
37,669,838
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
$
|
179,589,121
|
|
|
$
|
167,939,635
|
|
|
$
|
153,143,826
|
|
Cost of goods sold
|
|
174,450,809
|
|
|
163,327,318
|
|
|
148,597,824
|
|
|||
Gross profit
|
|
5,138,312
|
|
|
4,612,317
|
|
|
4,546,002
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Distribution, selling, and administrative
|
|
2,663,508
|
|
|
2,460,301
|
|
|
2,128,730
|
|
|||
Depreciation
|
|
294,965
|
|
|
283,971
|
|
|
237,100
|
|
|||
Amortization
|
|
167,442
|
|
|
181,156
|
|
|
160,503
|
|
|||
Employee severance, litigation, and other
|
|
330,474
|
|
|
183,520
|
|
|
959,327
|
|
|||
Goodwill impairment
|
|
—
|
|
|
59,684
|
|
|
—
|
|
|||
Impairment of long-lived assets (Note 1)
|
|
570,000
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
1,111,923
|
|
|
1,443,685
|
|
|
1,060,342
|
|
|||
Other (income) loss
|
|
(12,952
|
)
|
|
25,469
|
|
|
(2,730
|
)
|
|||
Interest expense, net
|
|
157,769
|
|
|
174,699
|
|
|
145,185
|
|
|||
Loss on consolidation of equity investments
|
|
—
|
|
|
42,328
|
|
|
—
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
23,766
|
|
|
—
|
|
|||
Income before income taxes
|
|
967,106
|
|
|
1,177,423
|
|
|
917,887
|
|
|||
Income tax expense (benefit)
|
|
112,971
|
|
|
(438,469
|
)
|
|
553,403
|
|
|||
Net income
|
|
854,135
|
|
|
1,615,892
|
|
|
364,484
|
|
|||
Net loss attributable to noncontrolling interest
|
|
1,230
|
|
|
42,513
|
|
|
—
|
|
|||
Net income attributable to AmerisourceBergen Corporation
|
|
$
|
855,365
|
|
|
$
|
1,658,405
|
|
|
$
|
364,484
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
4.07
|
|
|
$
|
7.61
|
|
|
$
|
1.67
|
|
Diluted
|
|
$
|
4.04
|
|
|
$
|
7.53
|
|
|
$
|
1.64
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
210,165
|
|
|
217,872
|
|
|
218,375
|
|
|||
Diluted
|
|
211,840
|
|
|
220,336
|
|
|
221,602
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
854,135
|
|
|
$
|
1,615,892
|
|
|
$
|
364,484
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
|
(32,957
|
)
|
|
(36,904
|
)
|
|
16,540
|
|
|||
Loss on consolidation of equity investments
|
|
—
|
|
|
45,941
|
|
|
—
|
|
|||
Other
|
|
(271
|
)
|
|
(756
|
)
|
|
1,918
|
|
|||
Total other comprehensive (loss) income
|
|
(33,228
|
)
|
|
8,281
|
|
|
18,458
|
|
|||
Total comprehensive income
|
|
820,907
|
|
|
1,624,173
|
|
|
382,942
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
|
1,746
|
|
|
50,829
|
|
|
—
|
|
|||
Comprehensive income attributable to AmerisourceBergen Corporation
|
|
$
|
822,653
|
|
|
$
|
1,675,002
|
|
|
$
|
382,942
|
|
(in thousands, except per share data)
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Non-controlling Interest
|
|
Total
|
||||||||||||||
September 30, 2016
|
|
$
|
2,778
|
|
|
$
|
4,333,001
|
|
|
$
|
2,303,941
|
|
|
$
|
(114,308
|
)
|
|
$
|
(4,396,008
|
)
|
|
$
|
—
|
|
|
$
|
2,129,404
|
|
Adoption of ASU 2016-09 (see Note 1)
|
|
—
|
|
|
—
|
|
|
47,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,063
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
364,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
364,484
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,458
|
|
|
—
|
|
|
—
|
|
|
18,458
|
|
|||||||
Cash dividends, $1.46 per share
|
|
—
|
|
|
—
|
|
|
(320,270
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(320,270
|
)
|
|||||||
Exercises of stock options
|
|
25
|
|
|
102,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,923
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
62,206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,206
|
|
|||||||
Common stock purchases for employee stock purchase plan
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
|||||||
Purchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(329,929
|
)
|
|
—
|
|
|
(329,929
|
)
|
|||||||
Settlement of accelerated share repurchase transaction
|
|
—
|
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|||||||
Employee tax withholdings related to restricted share vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,411
|
)
|
|
—
|
|
|
(9,411
|
)
|
|||||||
Other
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
September 30, 2017
|
|
2,806
|
|
|
4,517,635
|
|
|
2,395,218
|
|
|
(95,850
|
)
|
|
(4,755,348
|
)
|
|
—
|
|
|
2,064,461
|
|
|||||||
Consolidation of variable interest entity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167,966
|
|
|
167,966
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
1,658,405
|
|
|
—
|
|
|
—
|
|
|
(42,513
|
)
|
|
1,615,892
|
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,597
|
|
|
—
|
|
|
(8,316
|
)
|
|
8,281
|
|
|||||||
Cash dividends, $1.52 per share
|
|
—
|
|
|
—
|
|
|
(333,041
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(333,041
|
)
|
|||||||
Exercises of stock options
|
|
27
|
|
|
138,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,456
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
62,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,316
|
|
|||||||
Common stock purchases for employee stock purchase plan
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
|||||||
Purchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(663,220
|
)
|
|
—
|
|
|
(663,220
|
)
|
|||||||
Employee tax withholdings related to restricted share vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,246
|
)
|
|
—
|
|
|
(8,246
|
)
|
|||||||
Other
|
|
3
|
|
|
(2,566
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,563
|
)
|
|||||||
September 30, 2018
|
|
2,836
|
|
|
4,715,473
|
|
|
3,720,582
|
|
|
(79,253
|
)
|
|
(5,426,814
|
)
|
|
117,137
|
|
|
3,049,961
|
|
|||||||
Adoption of ASC 606 (Note 1)
|
|
—
|
|
|
—
|
|
|
(1,482
|
)
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|
(2,584
|
)
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
855,365
|
|
|
—
|
|
|
—
|
|
|
(1,230
|
)
|
|
854,135
|
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,712
|
)
|
|
—
|
|
|
(516
|
)
|
|
(33,228
|
)
|
|||||||
Cash dividends, $1.60 per share
|
|
—
|
|
|
—
|
|
|
(338,974
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338,974
|
)
|
|||||||
Exercises of stock options
|
|
15
|
|
|
76,219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,234
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
58,874
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,874
|
|
|||||||
Purchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(664,803
|
)
|
|
—
|
|
|
(664,803
|
)
|
|||||||
Employee tax withholdings related to restricted share vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,987
|
)
|
|
—
|
|
|
(5,987
|
)
|
|||||||
Other
|
|
2
|
|
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
|||||||
September 30, 2019
|
|
$
|
2,853
|
|
|
$
|
4,850,142
|
|
|
$
|
4,235,491
|
|
|
$
|
(111,965
|
)
|
|
$
|
(6,097,604
|
)
|
|
$
|
114,289
|
|
|
$
|
2,993,206
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
854,135
|
|
|
$
|
1,615,892
|
|
|
$
|
364,484
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation, including amounts charged to cost of goods sold
|
|
321,102
|
|
|
318,483
|
|
|
262,420
|
|
|||
Amortization, including amounts charged to interest expense
|
|
176,410
|
|
|
191,626
|
|
|
169,911
|
|
|||
Provision for doubtful accounts
|
|
25,196
|
|
|
16,660
|
|
|
8,934
|
|
|||
Provision (benefit) for deferred income taxes
|
|
28,537
|
|
|
(795,524
|
)
|
|
319,069
|
|
|||
Share-based compensation expense
|
|
58,874
|
|
|
62,316
|
|
|
62,206
|
|
|||
LIFO (credit) expense
|
|
(22,544
|
)
|
|
67,324
|
|
|
(157,782
|
)
|
|||
Impairment of long-lived assets
|
|
570,000
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of an equity investment
|
|
(13,692
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
59,684
|
|
|
—
|
|
|||
Impairment of non-customer note receivable
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|||
Loss on consolidation of equity investments
|
|
—
|
|
|
42,328
|
|
|
—
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
23,766
|
|
|
—
|
|
|||
Other
|
|
(23,193
|
)
|
|
(19,078
|
)
|
|
7,744
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and
divestitures:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(1,241,890
|
)
|
|
(657,770
|
)
|
|
(1,277,896
|
)
|
|||
Inventories
|
|
(167,990
|
)
|
|
(4,923
|
)
|
|
(431,454
|
)
|
|||
Prepaid expenses and other assets
|
|
(6,733
|
)
|
|
(57,211
|
)
|
|
33,646
|
|
|||
Accounts payable
|
|
1,561,048
|
|
|
859,036
|
|
|
1,473,389
|
|
|||
Income taxes payable
|
|
(13,353
|
)
|
|
209,899
|
|
|
27,192
|
|
|||
Accrued expenses and other liabilities
|
|
238,116
|
|
|
(551,120
|
)
|
|
642,275
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
2,344,023
|
|
|
1,411,388
|
|
|
1,504,138
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(310,222
|
)
|
|
(336,411
|
)
|
|
(466,397
|
)
|
|||
Cost of acquired companies, net of cash acquired
|
|
(63,951
|
)
|
|
(785,299
|
)
|
|
(61,648
|
)
|
|||
Cost of equity investments
|
|
—
|
|
|
—
|
|
|
(11,347
|
)
|
|||
Proceeds from sale of business
|
|
—
|
|
|
—
|
|
|
12,094
|
|
|||
Proceeds from sales of investment securities available-for-sale
|
|
—
|
|
|
—
|
|
|
74,778
|
|
|||
Purchases of investment securities available-for-sale
|
|
—
|
|
|
—
|
|
|
(48,635
|
)
|
|||
Other
|
|
(1,659
|
)
|
|
10,596
|
|
|
3,114
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(375,832
|
)
|
|
(1,111,114
|
)
|
|
(498,041
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Senior notes and other loan borrowings
|
|
506,948
|
|
|
1,314,430
|
|
|
—
|
|
|||
Senior notes and other loan repayments
|
|
(510,863
|
)
|
|
(681,001
|
)
|
|
(750,000
|
)
|
|||
Borrowings under revolving and securitization credit facilities
|
|
640,126
|
|
|
25,129,704
|
|
|
9,336,400
|
|
|||
Repayments under revolving and securitization credit facilities
|
|
(769,284
|
)
|
|
(25,127,438
|
)
|
|
(9,335,953
|
)
|
|||
Payment of premium on early retirement of debt
|
|
—
|
|
|
(22,348
|
)
|
|
—
|
|
|||
Purchases of common stock
|
|
(674,031
|
)
|
|
(639,235
|
)
|
|
(329,929
|
)
|
|||
Exercises of stock options
|
|
76,234
|
|
|
138,456
|
|
|
102,923
|
|
|||
Cash dividends on common stock
|
|
(338,974
|
)
|
|
(333,041
|
)
|
|
(320,270
|
)
|
|||
Tax withholdings related to restricted share vesting
|
|
(5,987
|
)
|
|
(8,246
|
)
|
|
(9,411
|
)
|
|||
Other
|
|
(10,682
|
)
|
|
(14,154
|
)
|
|
(6,574
|
)
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(1,086,513
|
)
|
|
(242,873
|
)
|
|
(1,312,814
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
881,678
|
|
|
57,401
|
|
|
(306,717
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
2,492,516
|
|
|
2,435,115
|
|
|
2,741,832
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
3,374,194
|
|
|
$
|
2,492,516
|
|
|
$
|
2,435,115
|
|
(in thousands)
|
|
September 30,
2019 |
|
September 30,
2018 |
||||
Cash and cash equivalents
|
|
$
|
9,431
|
|
|
$
|
26,801
|
|
Accounts receivables, net
|
|
154,491
|
|
|
144,646
|
|
||
Inventories
|
|
185,602
|
|
|
168,931
|
|
||
Prepaid expenses and other
|
|
64,119
|
|
|
61,924
|
|
||
Property and equipment, net
|
|
30,961
|
|
|
32,667
|
|
||
Goodwill
|
|
82,309
|
|
|
82,309
|
|
||
Other intangible assets
|
|
74,429
|
|
|
80,974
|
|
||
Other long-term assets
|
|
9,169
|
|
|
8,912
|
|
||
Total assets
|
|
$
|
610,511
|
|
|
$
|
607,164
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
165,053
|
|
|
$
|
150,102
|
|
Accrued expenses and other
|
|
49,191
|
|
|
37,195
|
|
||
Short-term debt
|
|
106,439
|
|
|
115,461
|
|
||
Long-term debt
|
|
60,973
|
|
|
39,704
|
|
||
Deferred income taxes
|
|
42,371
|
|
|
46,137
|
|
||
Other long-term liabilities
|
|
5,303
|
|
|
31,988
|
|
||
Total liabilities
|
|
$
|
429,330
|
|
|
$
|
420,587
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
336,150
|
|
|
$
|
704,935
|
|
|
$
|
394,721
|
|
Foreign
|
|
630,956
|
|
|
472,488
|
|
|
523,166
|
|
|||
Total
|
|
$
|
967,106
|
|
|
$
|
1,177,423
|
|
|
$
|
917,887
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current provision:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(12,801
|
)
|
|
$
|
247,755
|
|
|
$
|
141,071
|
|
State and local
|
|
15,246
|
|
|
39,328
|
|
|
35,950
|
|
|||
Foreign
|
|
81,989
|
|
|
69,972
|
|
|
57,313
|
|
|||
Total current provision
|
|
84,434
|
|
|
357,055
|
|
|
234,334
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
61,819
|
|
|
(828,023
|
)
|
|
265,074
|
|
|||
State and local
|
|
(31,086
|
)
|
|
33,887
|
|
|
54,995
|
|
|||
Foreign
|
|
(2,196
|
)
|
|
(1,388
|
)
|
|
(1,000
|
)
|
|||
Total deferred provision (benefit)
|
|
28,537
|
|
|
(795,524
|
)
|
|
319,069
|
|
|||
Provision (benefit) for income taxes
|
|
$
|
112,971
|
|
|
$
|
(438,469
|
)
|
|
$
|
553,403
|
|
|
Fiscal Year Ended September 30,
|
||||
|
2019
|
|
2018
|
|
2017
|
Statutory U.S. federal income tax rate
|
21.0%
|
|
24.5%
|
|
35.0%
|
State and local income tax rate, net of federal tax benefit
|
2.4
|
|
(0.1)
|
|
5.4
|
Foreign tax rate differential
|
(6.7)
|
|
(6.2)
|
|
(14.6)
|
Valuation allowance
|
—
|
|
(1.4)
|
|
2.2
|
Excess tax benefits related to share-based compensation
|
(0.8)
|
|
(1.8)
|
|
(3.8)
|
Litigation settlements and accruals (see Note 14)
|
0.1
|
|
(6.3)
|
|
34.3
|
Goodwill impairment (see Note 5)
|
—
|
|
1.7
|
|
—
|
Tax reform
|
(3.6)
|
|
(52.0)
|
|
—
|
Capital gain on distribution
|
—
|
|
3.6
|
|
—
|
Other
|
(0.7)
|
|
0.8
|
|
1.8
|
Effective income tax rate
|
11.7%
|
|
(37.2)%
|
|
60.3%
|
|
|
September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Inventories
|
|
$
|
1,293,075
|
|
|
$
|
1,189,801
|
|
Property and equipment
|
|
143,851
|
|
|
133,417
|
|
||
Goodwill and other intangible assets
|
|
709,015
|
|
|
853,747
|
|
||
Other
|
|
1,892
|
|
|
747
|
|
||
Gross deferred tax liabilities
|
|
2,147,833
|
|
|
2,177,712
|
|
||
|
|
|
|
|
||||
Net operating loss and tax credit carryforwards
|
|
(318,868
|
)
|
|
(421,808
|
)
|
||
Allowance for doubtful accounts
|
|
(22,544
|
)
|
|
(20,126
|
)
|
||
Accrued expenses
|
|
(33,312
|
)
|
|
(17,363
|
)
|
||
Employee and retiree benefits
|
|
(12,420
|
)
|
|
(10,210
|
)
|
||
Share-based compensation
|
|
(39,961
|
)
|
|
(28,888
|
)
|
||
Other
|
|
(60,215
|
)
|
|
(49,892
|
)
|
||
Gross deferred tax assets
|
|
(487,320
|
)
|
|
(548,287
|
)
|
||
Valuation allowance for deferred tax assets
|
|
199,682
|
|
|
199,985
|
|
||
Deferred tax assets, net of valuation allowance
|
|
(287,638
|
)
|
|
(348,302
|
)
|
||
Net deferred tax liabilities
|
|
$
|
1,860,195
|
|
|
$
|
1,829,410
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits at beginning of period
|
|
$
|
98,124
|
|
|
$
|
323,869
|
|
|
$
|
75,766
|
|
Additions of tax positions of the current year
|
|
18,819
|
|
|
2,804
|
|
|
252,866
|
|
|||
Additions to tax positions of the prior years
|
|
751
|
|
|
558
|
|
|
1,049
|
|
|||
Reductions of tax positions of the prior years
|
|
(10,317
|
)
|
|
(224,878
|
)
|
|
(668
|
)
|
|||
Settlements with taxing authorities
|
|
—
|
|
|
(1,847
|
)
|
|
(3,285
|
)
|
|||
Expiration of statutes of limitations
|
|
(1,720
|
)
|
|
(2,382
|
)
|
|
(1,859
|
)
|
|||
Unrecognized tax benefits at end of period
|
|
$
|
105,657
|
|
|
$
|
98,124
|
|
|
$
|
323,869
|
|
(in thousands)
|
|
Pharmaceutical
Distribution Services
|
|
Other
|
|
Total
|
||||||
Goodwill as of September 30, 2017
|
|
$
|
4,270,550
|
|
|
$
|
1,773,731
|
|
|
$
|
6,044,281
|
|
Goodwill recognized in connection with acquisitions
|
|
641,909
|
|
|
39,352
|
|
|
681,261
|
|
|||
Goodwill impairment
|
|
(59,684
|
)
|
|
—
|
|
|
(59,684
|
)
|
|||
Foreign currency translation
|
|
—
|
|
|
(1,586
|
)
|
|
(1,586
|
)
|
|||
Goodwill as of September 30, 2018
|
|
4,852,775
|
|
|
1,811,497
|
|
|
6,664,272
|
|
|||
Goodwill recognized in connection with acquisitions
|
|
—
|
|
|
43,418
|
|
|
43,418
|
|
|||
Foreign currency translation
|
|
—
|
|
|
(2,183
|
)
|
|
(2,183
|
)
|
|||
Goodwill as of September 30, 2019
|
|
$
|
4,852,775
|
|
|
$
|
1,852,732
|
|
|
$
|
6,705,507
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||||
(dollars in thousands)
|
|
Weighted Average Remaining Useful Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Indefinite-lived trade names
|
|
|
|
$
|
685,324
|
|
|
$
|
—
|
|
|
$
|
685,324
|
|
|
$
|
685,380
|
|
|
$
|
—
|
|
|
$
|
685,380
|
|
Finite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
14 years
|
|
1,931,212
|
|
|
(489,471
|
)
|
|
1,441,741
|
|
|
2,549,245
|
|
|
(555,440
|
)
|
|
1,993,805
|
|
||||||
Trade names and other
|
|
13 years
|
|
271,521
|
|
|
(103,750
|
)
|
|
167,771
|
|
|
397,946
|
|
|
(129,303
|
)
|
|
268,643
|
|
||||||
Total other intangible assets
|
|
|
|
$
|
2,888,057
|
|
|
$
|
(593,221
|
)
|
|
$
|
2,294,836
|
|
|
$
|
3,632,571
|
|
|
$
|
(684,743
|
)
|
|
$
|
2,947,828
|
|
|
|
September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Revolving credit note
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans due 2020
|
|
399,778
|
|
|
398,665
|
|
||
Overdraft facility due 2021 (£30,000)
|
|
32,573
|
|
|
13,269
|
|
||
Receivables securitization facility due 2022
|
|
350,000
|
|
|
500,000
|
|
||
Multi-currency revolving credit facility due 2024
|
|
—
|
|
|
—
|
|
||
$500,000, 3.50% senior notes due 2021
|
|
498,908
|
|
|
498,392
|
|
||
$500,000, 3.40% senior notes due 2024
|
|
497,744
|
|
|
497,255
|
|
||
$500,000, 3.25% senior notes due 2025
|
|
496,311
|
|
|
495,632
|
|
||
$750,000, 3.45% senior notes due 2027
|
|
743,099
|
|
|
742,258
|
|
||
$500,000, 4.25% senior notes due 2045
|
|
494,514
|
|
|
494,298
|
|
||
$500,000, 4.30% senior notes due 2047
|
|
492,488
|
|
|
492,222
|
|
||
Capital lease obligations
|
|
—
|
|
|
745
|
|
||
Nonrecourse debt
|
|
167,477
|
|
|
177,453
|
|
||
Total debt
|
|
4,172,892
|
|
|
4,310,189
|
|
||
Less AmerisourceBergen Corporation current portion
|
|
32,573
|
|
|
13,976
|
|
||
Less nonrecourse current portion
|
|
106,439
|
|
|
137,681
|
|
||
Total, net of current portion
|
|
$
|
4,033,880
|
|
|
$
|
4,158,532
|
|
|
|
September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Pension and postretirement adjustments
|
|
$
|
(5,344
|
)
|
|
$
|
(5,065
|
)
|
Foreign currency translation
|
|
(107,252
|
)
|
|
(74,811
|
)
|
||
Other
|
|
631
|
|
|
623
|
|
||
Total accumulated other comprehensive loss
|
|
$
|
(111,965
|
)
|
|
$
|
(79,253
|
)
|
|
|
Fiscal Year Ended September 30,
|
|||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average common shares outstanding - basic
|
|
210,165
|
|
|
217,872
|
|
|
218,375
|
|
Effect of dilutive securities - stock options and restricted stock units
|
|
1,675
|
|
|
2,464
|
|
|
3,227
|
|
Weighted average common shares outstanding - diluted
|
|
211,840
|
|
|
220,336
|
|
|
221,602
|
|
(in thousands, except exercise price and contractual term)
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||
Outstanding as of September 30, 2018
|
|
8,421
|
|
|
$77
|
|
4 years
|
|
$
|
142,557
|
|
Granted
|
|
1,137
|
|
|
$90
|
|
|
|
|
|
|
Exercised
|
|
(1,531
|
)
|
|
$50
|
|
|
|
|
|
|
Forfeited
|
|
(213
|
)
|
|
$84
|
|
|
|
|
|
|
Expired
|
|
(155
|
)
|
|
$97
|
|
|
|
|
||
Outstanding as of September 30, 2019
|
|
7,659
|
|
|
$83
|
|
4 years
|
|
$
|
35,319
|
|
Exercisable as of September 30, 2019
|
|
4,395
|
|
|
$83
|
|
3 years
|
|
$
|
25,049
|
|
Expected to vest after September 30, 2019
|
|
3,162
|
|
|
$83
|
|
5 years
|
|
$
|
10,010
|
|
(in thousands, except grant date fair value)
|
|
Options
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Nonvested as of September 30, 2018
|
|
3,860
|
|
|
$15
|
Granted
|
|
1,137
|
|
|
$19
|
Vested
|
|
(1,519
|
)
|
|
$15
|
Forfeited
|
|
(213
|
)
|
|
$16
|
Nonvested as of September 30, 2019
|
|
3,265
|
|
|
$16
|
(in thousands, except grant date fair value)
|
|
Restricted
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Nonvested as of September 30, 2018
|
|
1,023
|
|
|
$80
|
Granted
|
|
442
|
|
|
$89
|
Vested
|
|
(152
|
)
|
|
$95
|
Forfeited
|
|
(91
|
)
|
|
$81
|
Nonvested as of September 30, 2019
|
|
1,222
|
|
|
$81
|
(in thousands, except grant date fair value)
|
|
Performance
Stock
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Nonvested as of September 30, 2018
|
|
244
|
|
|
$77
|
Granted
|
|
147
|
|
|
$90
|
Vested
|
|
(105
|
)
|
|
$76
|
Forfeited
|
|
(3
|
)
|
|
$90
|
Nonvested as of September 30, 2019
|
|
283
|
|
|
$84
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Employee severance
|
|
$
|
34,147
|
|
|
$
|
36,694
|
|
|
$
|
7,767
|
|
Litigation and opioid-related costs
|
|
185,145
|
|
|
61,527
|
|
|
917,573
|
|
|||
Acquisition-related deal and integration costs
|
|
43,184
|
|
|
33,912
|
|
|
16,990
|
|
|||
Business transformation efforts
|
|
55,437
|
|
|
32,963
|
|
|
3,700
|
|
|||
Other restructuring initiatives
|
|
12,561
|
|
|
18,424
|
|
|
13,297
|
|
|||
Total employee severance, litigation, and other
|
|
$
|
330,474
|
|
|
$
|
183,520
|
|
|
$
|
959,327
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pharmaceutical Distribution Services
|
|
$
|
172,813,537
|
|
|
$
|
161,699,343
|
|
|
$
|
147,453,495
|
|
Other:
|
|
|
|
|
|
|
||||||
MWI Animal Health
|
|
3,975,232
|
|
|
3,789,759
|
|
|
3,636,305
|
|
|||
Global Commercialization Services
|
|
2,893,109
|
|
|
2,542,971
|
|
|
2,111,558
|
|
|||
Total Other
|
|
6,868,341
|
|
|
6,332,730
|
|
|
5,747,863
|
|
|||
Intersegment eliminations
|
|
(92,757
|
)
|
|
(92,438
|
)
|
|
(57,532
|
)
|
|||
Revenue
|
|
$
|
179,589,121
|
|
|
$
|
167,939,635
|
|
|
$
|
153,143,826
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pharmaceutical Distribution Services
|
|
$
|
1,671,251
|
|
|
$
|
1,626,748
|
|
|
$
|
1,643,629
|
|
Other
|
|
380,660
|
|
|
355,091
|
|
|
373,797
|
|
|||
Intersegment eliminations
|
|
(659
|
)
|
|
(609
|
)
|
|
(556
|
)
|
|||
Total segment operating income
|
|
$
|
2,051,252
|
|
|
$
|
1,981,230
|
|
|
$
|
2,016,870
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total segment operating income
|
|
$
|
2,051,252
|
|
|
$
|
1,981,230
|
|
|
$
|
2,016,870
|
|
Gain from antitrust litigation settlements
|
|
145,872
|
|
|
35,938
|
|
|
1,395
|
|
|||
LIFO credit (expense)
|
|
22,544
|
|
|
(67,324
|
)
|
|
157,782
|
|
|||
PharMEDium remediation costs
|
|
(69,423
|
)
|
|
(66,204
|
)
|
|
—
|
|
|||
New York State Opioid Stewardship Act
|
|
22,000
|
|
|
(22,000
|
)
|
|
—
|
|
|||
Acquisition-related intangibles amortization
|
|
(159,848
|
)
|
|
(174,751
|
)
|
|
(156,378
|
)
|
|||
Employee severance, litigation, and other
|
|
(330,474
|
)
|
|
(183,520
|
)
|
|
(959,327
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
(59,684
|
)
|
|
—
|
|
|||
Impairment of long-lived assets
|
|
(570,000
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
1,111,923
|
|
|
1,443,685
|
|
|
1,060,342
|
|
|||
Other (income) loss
|
|
(12,952
|
)
|
|
25,469
|
|
|
(2,730
|
)
|
|||
Interest expense, net
|
|
157,769
|
|
|
174,699
|
|
|
145,185
|
|
|||
Loss on consolidation of equity investments
|
|
—
|
|
|
42,328
|
|
|
—
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
23,766
|
|
|
—
|
|
|||
Income before income taxes
|
|
$
|
967,106
|
|
|
$
|
1,177,423
|
|
|
$
|
917,887
|
|
|
|
September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pharmaceutical Distribution Services
|
|
$
|
33,160,529
|
|
|
$
|
31,892,621
|
|
|
$
|
29,691,127
|
|
Other
|
|
6,011,451
|
|
|
5,777,217
|
|
|
5,625,343
|
|
|||
Total assets
|
|
$
|
39,171,980
|
|
|
$
|
37,669,838
|
|
|
$
|
35,316,470
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pharmaceutical Distribution Services
|
|
$
|
232,735
|
|
|
$
|
225,608
|
|
|
$
|
188,065
|
|
Other
|
|
69,824
|
|
|
64,768
|
|
|
53,160
|
|
|||
Acquisition-related intangibles amortization
|
|
159,848
|
|
|
174,751
|
|
|
156,378
|
|
|||
Total depreciation and amortization
|
|
$
|
462,407
|
|
|
$
|
465,127
|
|
|
$
|
397,603
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Pharmaceutical Distribution Services
|
|
$
|
210,161
|
|
|
$
|
190,191
|
|
|
$
|
339,478
|
|
Other
|
|
100,061
|
|
|
146,220
|
|
|
126,919
|
|
|||
Total capital expenditures
|
|
$
|
310,222
|
|
|
$
|
336,411
|
|
|
$
|
466,397
|
|
|
|
Fiscal Year Ended September 30, 2019
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Revenue
|
|
$
|
45,392,452
|
|
|
$
|
43,319,602
|
|
|
$
|
45,239,265
|
|
|
$
|
45,637,802
|
|
|
$
|
179,589,121
|
|
Gross profit (a)
|
|
$
|
1,297,580
|
|
|
$
|
1,424,756
|
|
|
$
|
1,231,239
|
|
|
$
|
1,184,737
|
|
|
$
|
5,138,312
|
|
Distribution, selling, and administrative expenses; depreciation; and amortization
|
|
779,085
|
|
|
751,802
|
|
|
764,539
|
|
|
830,489
|
|
|
3,125,915
|
|
|||||
Employee severance, litigation, and other
|
|
40,672
|
|
|
55,389
|
|
|
60,006
|
|
|
174,407
|
|
|
330,474
|
|
|||||
Impairment of long-lived assets
|
|
—
|
|
|
570,000
|
|
|
—
|
|
|
—
|
|
|
570,000
|
|
|||||
Operating income
|
|
$
|
477,823
|
|
|
$
|
47,565
|
|
|
$
|
406,694
|
|
|
$
|
179,841
|
|
|
$
|
1,111,923
|
|
Net income (b)
|
|
$
|
391,753
|
|
|
$
|
28,073
|
|
|
$
|
302,002
|
|
|
$
|
132,307
|
|
|
$
|
854,135
|
|
Net income attributable to AmerisourceBergen Corporation (b)
|
|
$
|
393,652
|
|
|
$
|
27,135
|
|
|
$
|
301,959
|
|
|
$
|
132,619
|
|
|
$
|
855,365
|
|
Earnings per share operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
1.86
|
|
|
$
|
0.13
|
|
|
$
|
1.44
|
|
|
$
|
0.64
|
|
|
$
|
4.07
|
|
Diluted
|
|
$
|
1.84
|
|
|
$
|
0.13
|
|
|
$
|
1.43
|
|
|
$
|
0.63
|
|
|
$
|
4.04
|
|
(a)
|
The first, second, third, and fourth quarters of the fiscal year ended September 30, 2019 include gains from antitrust litigation settlements of $87.3 million, $52.0 million, $3.5 million, and $3.1 million, respectively. The first, second, and third quarter of the fiscal year ended September 30, 2019 include LIFO credits of $3.0 million, $66.8 million, and $9.9 million, respectively. The fourth quarter of the fiscal year ended September 30, 2019 includes LIFO expense of $57.2 million. The first, second, third, and fourth quarters of the fiscal year ended September 30, 2019 include PharMEDium remediation costs of $17.9 million, $12.3 million, $11.7 million, and $6.7 million, respectively. The first quarter of the fiscal year ended September 30, 2019 includes a $22.0 million reversal of a previous estimate of our liability under the New York State Opioid Stewardship Act.
|
(b)
|
The first quarter of the fiscal year ended September 30, 2019 includes a $37.0 million income tax benefit adjustment to the one-time transition tax on historical foreign earnings and profits through December 31, 2017. The second quarter of the fiscal year ended September 30, 2019 includes a gain on the sale of an equity investment of $13.7 million.
|
|
|
Fiscal Year Ended September 30, 2018
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
Revenue
|
|
$
|
40,466,332
|
|
|
$
|
41,033,858
|
|
|
$
|
43,142,309
|
|
|
$
|
43,297,136
|
|
|
$
|
167,939,635
|
|
Gross profit (a)
|
|
$
|
1,112,652
|
|
|
$
|
1,255,683
|
|
|
$
|
1,211,341
|
|
|
$
|
1,032,641
|
|
|
$
|
4,612,317
|
|
Distribution, selling, and administrative expenses; depreciation; and amortization
|
|
663,658
|
|
|
736,814
|
|
|
746,593
|
|
|
778,363
|
|
|
2,925,428
|
|
|||||
Employee severance, litigation, and other
|
|
30,021
|
|
|
37,449
|
|
|
75,553
|
|
|
40,497
|
|
|
183,520
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,684
|
|
|
59,684
|
|
|||||
Operating income
|
|
$
|
418,973
|
|
|
$
|
481,420
|
|
|
$
|
389,195
|
|
|
$
|
154,097
|
|
|
$
|
1,443,685
|
|
Net income (b)
|
|
$
|
861,853
|
|
|
$
|
282,160
|
|
|
$
|
277,875
|
|
|
$
|
194,004
|
|
|
$
|
1,615,892
|
|
Net income attributable to AmerisourceBergen Corporation (b)
|
|
$
|
861,853
|
|
|
$
|
287,455
|
|
|
$
|
275,809
|
|
|
$
|
233,288
|
|
|
$
|
1,658,405
|
|
Earnings per share operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
3.95
|
|
|
$
|
1.31
|
|
|
$
|
1.26
|
|
|
$
|
1.08
|
|
|
$
|
7.61
|
|
Diluted
|
|
$
|
3.90
|
|
|
$
|
1.29
|
|
|
$
|
1.25
|
|
|
$
|
1.07
|
|
|
$
|
7.53
|
|
(a)
|
The second and third quarters of the fiscal year ended September 30, 2018 include gains from antitrust litigation settlements of $0.3 million and $35.6 million, respectively. The third quarter of the fiscal year ended September 30, 2018 includes a LIFO credit of $16.1 million. The fourth quarter of the fiscal year ended September 30, 2018 includes LIFO expense of $83.5 million. The second, third, and fourth quarters of the fiscal year ended September 30, 2018 include PharMEDium remediation costs of $22.5 million, $12.0 million, and $26.6 million, respectively. The fourth quarter of the fiscal year ended September 30, 2018 includes a $22.0 million estimate of our liability under the New York State Opioid Stewardship Act.
|
(b)
|
The first quarter of the fiscal year ended September 30, 2018 includes a loss on early retirement of debt of $23.8 million. The second quarter of the fiscal year ended September 30, 2018 includes a $42.3 million loss on consolidation of equity investments and a $30.0 million impairment of a non-customer note receivable. The first and fourth quarters of the fiscal year ended September 30, 2018 included discrete income tax benefits recognized in connection with the 2017 Tax Act of $587.6 million and $25.0 million, respectively.
|
|
/s/ Ernst & Young LLP
|
|
Page
|
Financial Statement Schedule: The following financial statement schedule is submitted in response to
Item 15(a)(2):
|
|
Exhibit
Number
|
Description
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
10.1
|
Exhibit
Number
|
Description
|
10.2
|
|
‡10.3
|
|
‡10.4
|
|
‡10.5
|
|
‡10.6
|
|
‡10.7
|
|
‡10.8
|
|
‡10.9
|
|
‡10.10
|
|
‡10.11
|
|
‡10.12
|
|
‡10.13
|
|
‡10.14
|
|
‡10.15
|
|
‡10.16
|
|
‡10.17
|
|
‡10.18
|
|
‡10.19
|
|
‡10.20
|
|
‡10.21
|
Exhibit
Number
|
Description
|
‡10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
Exhibit
Number
|
Description
|
10.36
|
|
10.37
|
|
10.38
|
|
10.39
|
|
10.40
|
|
10.41
|
|
10.42
|
|
10.43
|
|
10.44
|
|
10.45
|
|
10.46
|
|
10.47
|
|
10.48
|
|
10.49
|
Exhibit
Number
|
Description
|
10.50
|
|
10.51
|
|
21
|
|
23
|
|
31.1
|
|
31.2
|
|
32
|
|
101
|
Financial statements from the Annual Report on Form 10-K of AmerisourceBergen Corporation for the fiscal year ended September 30, 2019, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
*
|
Copies of the exhibits will be furnished to any security holder of the Registrant upon payment of the reasonable cost of reproduction.
|
‡
|
Each marked exhibit is a management contract or a compensatory plan, contract or arrangement in which a director or executive officer of the Registrant participates or has participated.
|
|
|
AMERISOURCEBERGEN CORPORATION
|
||
Date: November 19, 2019
|
|
By:
|
|
/s/ STEVEN H. COLLIS
Steven H. Collis
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ STEVEN H. COLLIS___________________________
Steven H. Collis
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ JAMES F. CLEARY____________________________
James F. Cleary
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
/s/ LAZARUS KRIKORIAN________________________
Lazarus Krikorian
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
/s/ _____________________________________________
Ornella Barra
|
|
Director
|
|
|
|
/s/ D. MARK DURCAN____________________________
D. Mark Durcan
|
|
Director
|
|
|
|
/s/ RICHARD W. GOCHNAUER____________________
Richard W. Gochnauer
|
|
Director
|
|
|
|
/s/ LON R. GREENBERG__________________________
Lon R. Greenberg
|
|
Director
|
Signature
|
|
Title
|
|
|
|
/s/ JANE E. HENNEY, M.D.________________________
Jane E. Henney, M.D.
|
|
Lead Independent Director
|
|
|
|
/s/ KATHLEEN W. HYLE__________________________
Kathleen W. Hyle
|
|
Director
|
|
|
|
/s/ MICHAEL J. LONG____________________________
Michael J. Long
|
|
Director
|
|
|
|
/s/ HENRY W. MCGEE____________________________
Henry W. McGee
|
|
Director
|
(In thousands)
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses (1)
|
|
Deductions-
Describe (2)
|
|
Balance at
End of
Period (3)
|
||||||||
Year Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for returns and doubtful accounts
|
|
$
|
1,049,901
|
|
|
$
|
3,720,642
|
|
|
$
|
(3,546,656
|
)
|
|
$
|
1,223,887
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for returns and doubtful accounts
|
|
$
|
1,068,251
|
|
|
$
|
3,397,562
|
|
|
$
|
(3,415,912
|
)
|
|
$
|
1,049,901
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for returns and doubtful accounts
|
|
$
|
926,034
|
|
|
$
|
3,157,960
|
|
|
$
|
(3,015,743
|
)
|
|
$
|
1,068,251
|
|
(1)
|
Represents the provision for returns and doubtful accounts.
|
(2)
|
Represents reductions to the returns allowance and accounts receivable written off during year, net of recoveries.
|
(3)
|
Includes an allowance for doubtful accounts for long-term accounts receivable within Other Assets on the Consolidated Balance Sheets of $981 thousand, $13,568 thousand and $17,890 thousand as of September 30, 2019, 2018, and 2017, respectively.
|
•
|
the business combination or the transaction that resulted in the interested stockholder becoming an interested stockholder is approved by the corporation’s board of directors prior to the time the interested stockholder becomes an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation, other than stock held by directors who are also officers or by specified employee stock plans; or
|
•
|
at or after the time the stockholder becomes an interested stockholder, the business combination is approved by a majority of the board of directors and, at an annual or special meeting, by the affirmative vote of two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
|
•
|
for any breach of the director’s duty of loyalty to us or our stockholders,
|
•
|
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
|
•
|
under section 174 of the Delaware law, which pertains, among other things, to liability for the unlawful payment of dividends, or
|
•
|
for any transaction from which the director derived an improper personal benefit. (Section 7.01 of our certificate of incorporation)
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
Amerisource Receivables Financial Corporation
|
|
Delaware
|
AmerisourceBergen Drug Corporation
|
|
Delaware
|
AmerisourceBergen Global Holdings GmbH
|
|
Switzerland
|
AmerisourceBergen Global Manufacturer Services GmbH
|
|
Switzerland
|
AmerisourceBergen Group AG
|
|
Switzerland
|
AmerisourceBergen Luxembourg S.a.r.L.
|
|
Luxembourg
|
AmerisourceBergen Services Corporation
|
|
Delaware
|
AmerisourceBergen Specialty Group, LLC
|
|
Delaware
|
ASD Specialty Healthcare, LLC
|
|
California
|
BPL Group, LLC
|
|
Delaware
|
BPLH Ireland Unlimited Company
|
|
Ireland
|
MWI Veterinary Supply, Co.
|
|
Idaho
|
MWI Veterinary Supply, Inc.
|
|
Delaware
|
World Courier Group S.à r.l.
|
|
Luxembourg
|
(1)
|
Registration Statement (Form S-3 No. 333-228489) of AmerisourceBergen Corporation,
|
(2)
|
Registration Statement (Form S-8 No. 333-86012) pertaining to the AmerisourceBergen Employee Investment Plan,
|
(3)
|
Registration Statements (Form S-8 Nos. 333-88230, 333-110431, and 333-140470) pertaining to the AmerisourceBergen Corporation 2002 Management Stock Incentive Plan, as amended,
|
(4)
|
Registration Statement (Form S-8 No. 333-101042) pertaining to the AmerisourceBergen Corporation 2001 Deferred Compensation Plan and the AmerisourceBergen Corporation 2001 Restricted Stock Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-101043) pertaining to the AmerisourceBergen Corporation 2001 Non-Employee Directors' Stock Option Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-159924) pertaining to the AmerisourceBergen Corporation Management Incentive Plan,
|
(7)
|
Registration Statement (Form S-8 No. 333-173982) pertaining to the AmerisourceBergen Corporation 2011 Employee Stock Purchase Plan, and
|
(8)
|
Registration Statement (Form S-8 No. 333-194325) pertaining to the AmerisourceBergen Corporation Omnibus Incentive Plan;
|
|
/s/ Steven H. Collis
Steven H. Collis
Chairman, President and Chief Executive Officer
|
|
/s/ James F. Cleary
James F. Cleary
Executive Vice President and Chief Financial Officer
|
|
/s/ Steven H. Collis
Steven H. Collis
Chairman, President and Chief Executive Officer
|
|
/s/ James F. Cleary
James F. Cleary
Executive Vice President and Chief Financial Officer
|