|
Delaware
|
|
23-3079390
|
||
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
||
incorporation or organization)
|
|
Identification No.)
|
||
|
|
|
|
|
1300 Morris Drive
|
Chesterbrook,
|
PA
|
|
19087-5594
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
|
Common stock
|
ABC
|
New York Stock Exchange
|
(NYSE)
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except share and per share data)
|
|
December 31,
2019 |
|
September 30,
2019 |
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
3,232,604
|
|
|
$
|
3,374,194
|
|
Accounts receivable, less allowances for returns and doubtful accounts:
$1,365,577 as of December 31, 2019 and $1,222,906 as of September 30, 2019
|
|
12,568,816
|
|
|
12,386,879
|
|
||
Inventories
|
|
11,686,466
|
|
|
11,060,254
|
|
||
Right to recover asset
|
|
1,277,714
|
|
|
1,147,483
|
|
||
Prepaid expenses and other
|
|
189,216
|
|
|
163,244
|
|
||
Total current assets
|
|
28,954,816
|
|
|
28,132,054
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
1,442,383
|
|
|
1,770,516
|
|
||
Goodwill
|
|
6,707,764
|
|
|
6,705,507
|
|
||
Other intangible assets
|
|
2,138,398
|
|
|
2,294,836
|
|
||
Other assets
|
|
773,377
|
|
|
269,067
|
|
||
|
|
|
|
|
||||
TOTAL ASSETS
|
|
$
|
40,016,738
|
|
|
$
|
39,171,980
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
29,181,860
|
|
|
$
|
28,385,074
|
|
Accrued expenses and other
|
|
916,107
|
|
|
1,057,208
|
|
||
Short-term debt
|
|
532,489
|
|
|
139,012
|
|
||
Total current liabilities
|
|
30,630,456
|
|
|
29,581,294
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
3,636,114
|
|
|
4,033,880
|
|
||
Long-term financing obligation (Note 1)
|
|
—
|
|
|
320,518
|
|
||
Accrued income taxes
|
|
289,047
|
|
|
284,075
|
|
||
Deferred income taxes
|
|
1,895,453
|
|
|
1,860,195
|
|
||
Other liabilities
|
|
496,587
|
|
|
98,812
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
|||
Common stock, $0.01 par value - authorized, issued, and outstanding:
600,000,000 shares, 285,992,180 shares, and 205,778,204 shares as of December 31, 2019, respectively, and 600,000,000 shares, 285,295,170 shares, and 206,760,654 shares as of September 30, 2019, respectively
|
|
2,860
|
|
|
2,853
|
|
||
Additional paid-in capital
|
|
4,901,291
|
|
|
4,850,142
|
|
||
Retained earnings
|
|
4,375,181
|
|
|
4,235,491
|
|
||
Accumulated other comprehensive loss
|
|
(87,731
|
)
|
|
(111,965
|
)
|
||
Treasury stock, at cost: 80,213,976 shares as of December 31, 2019 and 78,534,516 shares as of September 30, 2019
|
|
(6,236,975
|
)
|
|
(6,097,604
|
)
|
||
Total AmerisourceBergen Corporation stockholders' equity
|
|
2,954,626
|
|
|
2,878,917
|
|
||
Noncontrolling interest
|
|
114,455
|
|
|
114,289
|
|
||
Total equity
|
|
3,069,081
|
|
|
2,993,206
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
40,016,738
|
|
|
$
|
39,171,980
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
||||
Revenue
|
|
$
|
47,864,742
|
|
|
$
|
45,392,452
|
|
Cost of goods sold
|
|
46,633,528
|
|
|
44,094,872
|
|
||
Gross profit
|
|
1,231,214
|
|
|
1,297,580
|
|
||
Operating expenses:
|
|
|
|
|
|
|||
Distribution, selling, and administrative
|
|
685,953
|
|
|
656,585
|
|
||
Depreciation
|
|
69,244
|
|
|
75,362
|
|
||
Amortization
|
|
35,271
|
|
|
47,138
|
|
||
Employee severance, litigation, and other
|
|
39,309
|
|
|
40,672
|
|
||
Impairment of long-lived assets (Note 5)
|
|
138,000
|
|
|
—
|
|
||
Operating income
|
|
263,437
|
|
|
477,823
|
|
||
Other loss
|
|
2,842
|
|
|
3,097
|
|
||
Interest expense, net
|
|
31,007
|
|
|
42,170
|
|
||
Income before income taxes
|
|
229,588
|
|
|
432,556
|
|
||
Income tax expense
|
|
43,020
|
|
|
40,803
|
|
||
Net income
|
|
186,568
|
|
|
391,753
|
|
||
Net loss attributable to noncontrolling interest
|
|
1,072
|
|
|
1,899
|
|
||
Net income attributable to AmerisourceBergen Corporation
|
|
$
|
187,640
|
|
|
$
|
393,652
|
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.91
|
|
|
$
|
1.86
|
|
Diluted
|
|
$
|
0.90
|
|
|
$
|
1.84
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||
Basic
|
|
206,008
|
|
|
212,054
|
|
||
Diluted
|
|
207,517
|
|
|
213,969
|
|
||
|
|
|
|
|
||||
Cash dividends declared per share of common stock
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
186,568
|
|
|
$
|
391,753
|
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
25,453
|
|
|
(11,374
|
)
|
||
Other
|
|
19
|
|
|
(112
|
)
|
||
Total other comprehensive income (loss)
|
|
25,472
|
|
|
(11,486
|
)
|
||
Total comprehensive income
|
|
212,040
|
|
|
380,267
|
|
||
Comprehensive income attributable to noncontrolling interest
|
|
(166
|
)
|
|
(245
|
)
|
||
Comprehensive income attributable to AmerisourceBergen Corporation
|
|
$
|
211,874
|
|
|
$
|
380,022
|
|
(in thousands, except per share data)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||
September 30, 2019
|
|
$
|
2,853
|
|
|
$
|
4,850,142
|
|
|
$
|
4,235,491
|
|
|
$
|
(111,965
|
)
|
|
$
|
(6,097,604
|
)
|
|
$
|
114,289
|
|
|
$
|
2,993,206
|
|
Adoption of ASC 842, net of tax (Note 1)
|
|
—
|
|
|
—
|
|
|
35,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,138
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
187,640
|
|
|
—
|
|
|
—
|
|
|
(1,072
|
)
|
|
186,568
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,234
|
|
|
—
|
|
|
1,238
|
|
|
25,472
|
|
|||||||
Cash dividends, $0.40 per share
|
|
—
|
|
|
—
|
|
|
(83,088
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,088
|
)
|
|||||||
Exercises of stock options
|
|
3
|
|
|
20,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,113
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
31,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,374
|
|
|||||||
Purchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,775
|
)
|
|
—
|
|
|
(129,775
|
)
|
|||||||
Employee tax withholdings related to restricted share vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,596
|
)
|
|
—
|
|
|
(9,596
|
)
|
|||||||
Other
|
|
4
|
|
|
(335
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|||||||
December 31, 2019
|
|
$
|
2,860
|
|
|
$
|
4,901,291
|
|
|
$
|
4,375,181
|
|
|
$
|
(87,731
|
)
|
|
$
|
(6,236,975
|
)
|
|
$
|
114,455
|
|
|
$
|
3,069,081
|
|
(in thousands, except per share data)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||
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
|
|
—
|
|
|
—
|
|
|
(1,482
|
)
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|
(2,584
|
)
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
393,652
|
|
|
—
|
|
|
—
|
|
|
(1,899
|
)
|
|
391,753
|
|
|||||||
Other comprehensive (loss) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,630
|
)
|
|
—
|
|
|
2,144
|
|
|
(11,486
|
)
|
|||||||
Cash dividends, $0.40 per share
|
|
—
|
|
|
—
|
|
|
(85,535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,535
|
)
|
|||||||
Exercises of stock options
|
|
4
|
|
|
22,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,400
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
31,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,768
|
|
|||||||
Purchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,850
|
)
|
|
—
|
|
|
(225,850
|
)
|
|||||||
Employee tax withholdings related to restricted share vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,654
|
)
|
|
—
|
|
|
(5,654
|
)
|
|||||||
Other
|
|
2
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|||||||
December 31, 2018
|
|
$
|
2,842
|
|
|
$
|
4,769,595
|
|
|
$
|
4,027,217
|
|
|
$
|
(92,883
|
)
|
|
$
|
(5,658,318
|
)
|
|
$
|
116,280
|
|
|
$
|
3,164,733
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
186,568
|
|
|
$
|
391,753
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation, including amounts charged to cost of goods sold
|
|
71,846
|
|
|
85,996
|
|
||
Amortization, including amounts charged to interest expense
|
|
37,499
|
|
|
49,236
|
|
||
Provision for doubtful accounts
|
|
2,189
|
|
|
8,007
|
|
||
Provision for deferred income taxes
|
|
29,355
|
|
|
46,246
|
|
||
Share-based compensation
|
|
31,374
|
|
|
31,768
|
|
||
LIFO expense (credit)
|
|
13,281
|
|
|
(3,029
|
)
|
||
Impairment of long-lived assets
|
|
138,000
|
|
|
—
|
|
||
Other
|
|
17,476
|
|
|
(11,319
|
)
|
||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(307,204
|
)
|
|
(658,890
|
)
|
||
Inventories
|
|
(630,980
|
)
|
|
(898,775
|
)
|
||
Prepaid expenses and other assets
|
|
(111
|
)
|
|
(26,610
|
)
|
||
Accounts payable
|
|
787,037
|
|
|
1,498,643
|
|
||
Income taxes payable
|
|
1,669
|
|
|
(18,792
|
)
|
||
Accrued expenses and other liabilities
|
|
(235,189
|
)
|
|
(15,266
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
142,810
|
|
|
478,968
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(67,305
|
)
|
|
(79,233
|
)
|
||
Cost of acquired companies, net of cash acquired
|
|
—
|
|
|
(52,398
|
)
|
||
Other
|
|
4,966
|
|
|
4,013
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(62,339
|
)
|
|
(127,618
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Senior notes and other loan borrowings
|
|
18,538
|
|
|
424,684
|
|
||
Senior notes and other loan repayments
|
|
(29,023
|
)
|
|
(428,079
|
)
|
||
Borrowings under revolving and securitization credit facilities
|
|
50,584
|
|
|
97,449
|
|
||
Repayments under revolving and securitization credit facilities
|
|
(54,080
|
)
|
|
(85,612
|
)
|
||
Purchases of common stock
|
|
(135,128
|
)
|
|
(239,008
|
)
|
||
Exercises of stock options
|
|
20,113
|
|
|
22,400
|
|
||
Cash dividends on common stock
|
|
(83,088
|
)
|
|
(85,535
|
)
|
||
Tax withholdings related to restricted share vesting
|
|
(9,596
|
)
|
|
(5,654
|
)
|
||
Other
|
|
(381
|
)
|
|
(4,355
|
)
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(222,061
|
)
|
|
(303,710
|
)
|
||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(141,590
|
)
|
|
47,640
|
|
||
Cash and cash equivalents at beginning of period
|
|
3,374,194
|
|
|
2,492,516
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
3,232,604
|
|
|
$
|
2,540,156
|
|
(in thousands)
|
|
Three months ended December 31, 2019
|
||
Operating lease cost
|
|
$
|
29,935
|
|
Short-term lease cost
|
|
1,526
|
|
|
Variable lease cost
|
|
4,856
|
|
|
Total lease cost
|
|
$
|
36,317
|
|
(in thousands)
|
|
Three months ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating lease cash payments
|
|
$
|
29,100
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities
|
|
|
||
New operating leases
|
|
$
|
5,918
|
|
Leases recognized upon adoption of ASC 842
|
|
$
|
526,281
|
|
(in thousands)
|
|
December 31,
2019 |
|
September 30,
2019 |
||||
Cash and cash equivalents
|
|
$
|
16,433
|
|
|
$
|
9,431
|
|
Accounts receivables, net
|
|
164,917
|
|
|
154,491
|
|
||
Inventories
|
|
195,857
|
|
|
185,602
|
|
||
Prepaid expenses and other
|
|
69,176
|
|
|
64,119
|
|
||
Property and equipment, net
|
|
31,765
|
|
|
30,961
|
|
||
Goodwill
|
|
82,309
|
|
|
82,309
|
|
||
Other intangible assets
|
|
72,814
|
|
|
74,429
|
|
||
Other long-term assets
|
|
62,526
|
|
|
9,169
|
|
||
Total assets
|
|
$
|
695,797
|
|
|
$
|
610,511
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
196,340
|
|
|
$
|
165,053
|
|
Accrued expenses and other
|
|
68,903
|
|
|
49,191
|
|
||
Short-term debt
|
|
100,962
|
|
|
106,439
|
|
||
Long-term debt
|
|
62,230
|
|
|
60,973
|
|
||
Deferred income taxes
|
|
38,023
|
|
|
42,371
|
|
||
Other long-term liabilities
|
|
48,209
|
|
|
5,303
|
|
||
Total liabilities
|
|
$
|
514,667
|
|
|
$
|
429,330
|
|
(in thousands)
|
|
Pharmaceutical
Distribution
Services
|
|
Other
|
|
Total
|
||||||
Goodwill as of September 30, 2019
|
|
$
|
4,852,775
|
|
|
$
|
1,852,732
|
|
|
$
|
6,705,507
|
|
Foreign currency translation
|
|
—
|
|
|
2,257
|
|
|
2,257
|
|
|||
Goodwill as of December 31, 2019
|
|
$
|
4,852,775
|
|
|
$
|
1,854,989
|
|
|
$
|
6,707,764
|
|
|
|
December 31, 2019
|
|
September 30, 2019
|
||||||||||||||||||||||
(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
|
|
|
|
$
|
685,366
|
|
|
$
|
—
|
|
|
$
|
685,366
|
|
|
$
|
685,324
|
|
|
$
|
—
|
|
|
$
|
685,324
|
|
Finite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
13 years
|
|
1,816,946
|
|
|
(501,862
|
)
|
|
1,315,084
|
|
|
1,931,212
|
|
|
(489,471
|
)
|
|
1,441,741
|
|
||||||
Trade names and other
|
|
13 years
|
|
243,667
|
|
|
(105,719
|
)
|
|
137,948
|
|
|
271,521
|
|
|
(103,750
|
)
|
|
167,771
|
|
||||||
Total other intangible assets
|
|
|
|
$
|
2,745,979
|
|
|
$
|
(607,581
|
)
|
|
$
|
2,138,398
|
|
|
$
|
2,888,057
|
|
|
$
|
(593,221
|
)
|
|
$
|
2,294,836
|
|
(in thousands)
|
|
December 31,
2019 |
|
September 30,
2019 |
||||
Revolving credit note
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan due in 2020
|
|
399,819
|
|
|
399,778
|
|
||
Overdraft facility due 2021 (£30,000)
|
|
31,708
|
|
|
32,573
|
|
||
Receivables securitization facility due 2022
|
|
350,000
|
|
|
350,000
|
|
||
Multi-currency revolving credit facility due 2024
|
|
—
|
|
|
—
|
|
||
$500,000, 3.50% senior notes due 2021
|
|
499,037
|
|
|
498,908
|
|
||
$500,000, 3.40% senior notes due 2024
|
|
497,866
|
|
|
497,744
|
|
||
$500,000, 3.25% senior notes due 2025
|
|
496,481
|
|
|
496,311
|
|
||
$750,000, 3.45% senior notes due 2027
|
|
743,309
|
|
|
743,099
|
|
||
$500,000, 4.25% senior notes due 2045
|
|
494,568
|
|
|
494,514
|
|
||
$500,000, 4.30% senior notes due 2047
|
|
492,555
|
|
|
492,488
|
|
||
Nonrecourse debt
|
|
163,260
|
|
|
167,477
|
|
||
Total debt
|
|
4,168,603
|
|
|
4,172,892
|
|
||
Less AmerisourceBergen Corporation current portion
|
|
431,527
|
|
|
32,573
|
|
||
Less nonrecourse current portion
|
|
100,962
|
|
|
106,439
|
|
||
Total, net of current portion
|
|
$
|
3,636,114
|
|
|
$
|
4,033,880
|
|
|
|
Three months ended
December 31, |
||||
(in thousands)
|
|
2019
|
|
2018
|
||
Weighted average common shares outstanding - basic
|
|
206,008
|
|
|
212,054
|
|
Dilutive effect of stock options and restricted stock units
|
|
1,509
|
|
|
1,915
|
|
Weighted average common shares outstanding - diluted
|
|
207,517
|
|
|
213,969
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Employee severance
|
|
$
|
839
|
|
|
$
|
4,784
|
|
Litigation and opioid-related costs
|
|
24,666
|
|
|
14,539
|
|
||
Acquisition-related deal and integration costs
|
|
455
|
|
|
10,589
|
|
||
Business transformation efforts
|
|
8,460
|
|
|
6,979
|
|
||
Other restructuring initiatives
|
|
4,889
|
|
|
3,781
|
|
||
Total employee severance, litigation, and other
|
|
$
|
39,309
|
|
|
$
|
40,672
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Pharmaceutical Distribution Services
|
|
$
|
46,036,828
|
|
|
$
|
43,744,381
|
|
Other:
|
|
|
|
|
||||
MWI Animal Health
|
|
1,028,318
|
|
|
954,584
|
|
||
Global Commercialization Services
|
|
818,666
|
|
|
716,354
|
|
||
Total Other
|
|
1,846,984
|
|
|
1,670,938
|
|
||
Intersegment eliminations
|
|
(19,070
|
)
|
|
(22,867
|
)
|
||
Revenue
|
|
$
|
47,864,742
|
|
|
$
|
45,392,452
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Pharmaceutical Distribution Services
|
|
$
|
391,694
|
|
|
$
|
373,207
|
|
Other
|
|
104,479
|
|
|
98,934
|
|
||
Intersegment eliminations
|
|
(907
|
)
|
|
(307
|
)
|
||
Total segment operating income
|
|
$
|
495,266
|
|
|
$
|
471,834
|
|
|
|
Three months ended
December 31, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Total segment operating income
|
|
$
|
495,266
|
|
|
$
|
471,834
|
|
Gain from antitrust litigation settlements
|
|
8,492
|
|
|
87,279
|
|
||
LIFO (expense) credit
|
|
(13,281
|
)
|
|
3,029
|
|
||
PharMEDium remediation costs
|
|
(16,165
|
)
|
|
(20,495
|
)
|
||
New York State Opioid Stewardship Act
|
|
—
|
|
|
22,000
|
|
||
Acquisition-related intangibles amortization
|
|
(33,566
|
)
|
|
(45,152
|
)
|
||
Employee severance, litigation, and other
|
|
(39,309
|
)
|
|
(40,672
|
)
|
||
Impairment of long-lived assets
|
|
(138,000
|
)
|
|
—
|
|
||
Operating income
|
|
263,437
|
|
|
477,823
|
|
||
Other loss
|
|
2,842
|
|
|
3,097
|
|
||
Interest expense, net
|
|
31,007
|
|
|
42,170
|
|
||
Income before income taxes
|
|
$
|
229,588
|
|
|
$
|
432,556
|
|
•
|
Revenue increased 5.4% from the prior year quarter primarily due to the revenue growth of our Pharmaceutical Distribution Services segment;
|
•
|
Total gross profit in the current year quarter decreased by 5.1% and was unfavorably impacted by lower gains from antitrust litigation settlements, last-in, first-out ("LIFO") expense in the current year quarter in comparison to a LIFO credit in the prior year, and the prior year reversal of a previously-estimated assessment related to the New York State Opioid Stewardship Act, offset in part by increases in gross profit in Other and Pharmaceutical Distribution Services. Gross profit in Other increased 8.0% from the prior year quarter primarily due to growth at MWI, World Courier, and the Lash consulting group. Pharmaceutical Distributions Services' gross profit increased 1.6% from the prior year quarter primarily due to the increase in revenue largely due to strong specialty product sales, offset in part by our pharmaceutical compounding operations as it shipped fewer units;
|
•
|
Distribution, selling, and administrative expenses increased 4.5% from the prior year quarter due to an increase in costs to support revenue growth primarily in Other, offset in part by operational synergies realized from the integration of H.D. Smith within Pharmaceutical Distribution Services;
|
•
|
Operating income decreased 44.9% in the current year quarter primarily due to a $138.0 million impairment of PharMEDium's long-lived assets (see Note 5 of the Notes to Consolidated Financial Statements), the decline in total gross profit and the increase in distribution, selling, and administrative expenses, as noted above;
|
•
|
Our effective tax rates were 18.7% and 9.4% in the three months ended December 31, 2019 and 2018, respectively. The effective tax rate in the three months ended December 31, 2019 was lower than the U.S. statutory rate due to a higher mix of foreign earnings at lower tax rates in Switzerland and Ireland, since U.S. earnings were lower principally due to the $138.0 million impairment of PharMEDium's long-lived assets. The effective tax rate in the three months ended December 31, 2018 benefited from a $37.0 million decrease to our finalization of the estimated transition tax liability related to the Tax Cuts and Jobs Act (the "2017 Tax Act") and was favorably impacted by our international businesses in Switzerland and Ireland.
|
•
|
Net income attributable to AmerisourceBergen Corporation was significantly lower in the current year quarter primarily due to the $138.0 million impairment of long-lived assets, the decline in total gross profit, and the income tax benefit recognized in the prior year quarter as a result of the 2017 Tax Act.
|
|
|
Three months ended
December 31, |
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
46,036,828
|
|
|
$
|
43,744,381
|
|
|
5.2%
|
Other:
|
|
|
|
|
|
|
||||
MWI Animal Health
|
|
1,028,318
|
|
|
954,584
|
|
|
7.7%
|
||
Global Commercialization Services
|
|
818,666
|
|
|
716,354
|
|
|
14.3%
|
||
Total Other
|
|
1,846,984
|
|
|
1,670,938
|
|
|
10.5%
|
||
Intersegment eliminations
|
|
(19,070
|
)
|
|
(22,867
|
)
|
|
|
||
Revenue
|
|
$
|
47,864,742
|
|
|
$
|
45,392,452
|
|
|
5.4%
|
|
|
Three months ended
December 31, |
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
892,913
|
|
|
$
|
878,464
|
|
|
1.6%
|
Other
|
|
351,132
|
|
|
325,026
|
|
|
8.0%
|
||
Intersegment eliminations
|
|
(907
|
)
|
|
(307
|
)
|
|
|
||
Gain from antitrust litigation settlements
|
|
8,492
|
|
|
87,279
|
|
|
|
||
LIFO (expense) credit
|
|
(13,281
|
)
|
|
3,029
|
|
|
|
||
PharMEDium remediation costs
|
|
(7,135
|
)
|
|
(17,911
|
)
|
|
|
||
New York State Opioid Stewardship Act
|
|
—
|
|
|
22,000
|
|
|
|
||
Gross profit
|
|
$
|
1,231,214
|
|
|
$
|
1,297,580
|
|
|
(5.1)%
|
|
|
Three months ended
December 31, |
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Distribution, selling, and administrative
|
|
$
|
685,953
|
|
|
$
|
656,585
|
|
|
4.5%
|
Depreciation and amortization
|
|
104,515
|
|
|
122,500
|
|
|
(14.7)%
|
||
Employee severance, litigation, and other
|
|
39,309
|
|
|
40,672
|
|
|
|
||
Impairment of long-lived assets
|
|
138,000
|
|
|
—
|
|
|
|
||
Total operating expenses
|
|
$
|
967,777
|
|
|
$
|
819,757
|
|
|
18.1%
|
|
|
Three months ended
December 31, |
|
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||
Pharmaceutical Distribution Services
|
|
$
|
391,694
|
|
|
$
|
373,207
|
|
|
5.0%
|
Other
|
|
104,479
|
|
|
98,934
|
|
|
5.6%
|
||
Intersegment eliminations
|
|
(907
|
)
|
|
(307
|
)
|
|
|
||
Total segment operating income
|
|
495,266
|
|
|
471,834
|
|
|
5.0%
|
||
|
|
|
|
|
|
|
||||
Gain from antitrust litigation settlements
|
|
8,492
|
|
|
87,279
|
|
|
|
||
LIFO (expense) credit
|
|
(13,281
|
)
|
|
3,029
|
|
|
|
||
PharMEDium remediation costs
|
|
(16,165
|
)
|
|
(20,495
|
)
|
|
|
||
New York State Opioid Stewardship Act
|
|
—
|
|
|
22,000
|
|
|
|
||
Acquisition-related intangibles amortization
|
|
(33,566
|
)
|
|
(45,152
|
)
|
|
|
||
Employee severance, litigation, and other
|
|
(39,309
|
)
|
|
(40,672
|
)
|
|
|
||
Impairment of long-lived assets
|
|
(138,000
|
)
|
|
—
|
|
|
|
||
Operating income
|
|
$
|
263,437
|
|
|
$
|
477,823
|
|
|
(44.9)%
|
|
|
2019
|
|
2018
|
||||||||
(dollars in thousands)
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|
Amount
|
|
Weighted Average
Interest Rate
|
||||
Interest expense
|
|
$
|
41,602
|
|
|
3.60%
|
|
$
|
49,236
|
|
|
3.78%
|
Interest income
|
|
(10,595
|
)
|
|
1.38%
|
|
(7,066
|
)
|
|
1.80%
|
||
Interest expense, net
|
|
$
|
31,007
|
|
|
|
|
$
|
42,170
|
|
|
|
(in thousands)
|
|
Outstanding
Balance
|
|
Additional
Availability
|
||||
Fixed-Rate Debt:
|
|
|
|
|
|
|
||
$500,000, 3.50% senior notes due 2021
|
|
$
|
499,037
|
|
|
$
|
—
|
|
$500,000, 3.40% senior notes due 2024
|
|
497,866
|
|
|
—
|
|
||
$500,000, 3.25% senior notes due 2025
|
|
496,481
|
|
|
—
|
|
||
$750,000, 3.45% senior notes due 2027
|
|
743,309
|
|
|
—
|
|
||
$500,000, 4.25% senior notes due 2045
|
|
494,568
|
|
|
—
|
|
||
$500,000, 4.30% senior notes due 2047
|
|
492,555
|
|
|
—
|
|
||
Nonrecourse debt
|
|
81,304
|
|
|
—
|
|
||
Total fixed-rate debt
|
|
3,305,120
|
|
|
—
|
|
||
|
|
|
|
|
||||
Variable-Rate Debt:
|
|
|
|
|
|
|
||
Revolving credit note
|
|
—
|
|
|
75,000
|
|
||
Term loan due 2020
|
|
399,819
|
|
|
—
|
|
||
Overdraft facility due 2021 (£30,000)
|
|
31,708
|
|
|
8,069
|
|
||
Receivables securitization facility due 2022
|
|
350,000
|
|
|
1,100,000
|
|
||
Multi-currency revolving credit facility due 2024
|
|
—
|
|
|
1,400,000
|
|
||
Nonrecourse debt
|
|
81,956
|
|
|
—
|
|
||
Total variable-rate debt
|
|
863,483
|
|
|
2,583,069
|
|
||
Total debt
|
|
$
|
4,168,603
|
|
|
$
|
2,583,069
|
|
Payments Due by Period (in thousands)
|
|
Debt, Including Interest Payments
|
|
Operating
Leases
|
|
Other Commitments
|
|
Total
|
||||||||
Within 1 year
|
|
$
|
672,050
|
|
|
$
|
117,956
|
|
|
$
|
105,471
|
|
|
$
|
895,477
|
|
1-3 years
|
|
1,144,568
|
|
|
224,726
|
|
|
56,504
|
|
|
1,425,798
|
|
||||
4-5 years
|
|
702,635
|
|
|
189,828
|
|
|
55,138
|
|
|
947,601
|
|
||||
After 5 years
|
|
3,265,875
|
|
|
433,861
|
|
|
105,073
|
|
|
3,804,809
|
|
||||
Total
|
|
$
|
5,785,128
|
|
|
$
|
966,371
|
|
|
$
|
322,186
|
|
|
$
|
7,073,685
|
|
|
|
Three months ended
December 31, |
||
|
|
2019
|
|
2018
|
Days sales outstanding
|
|
24.3
|
|
24.7
|
Days inventory on hand
|
|
28.7
|
|
27.9
|
Days payable outstanding
|
|
56.6
|
|
57.1
|
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
|
|
928,528
|
|
|
$
|
81.89
|
|
|
928,528
|
|
|
$
|
385,099,144
|
|
November 1 to November 30
|
|
383,920
|
|
|
$
|
84.57
|
|
|
272,014
|
|
|
$
|
362,228,055
|
|
December 1 to December 31
|
|
367,012
|
|
|
$
|
84.04
|
|
|
367,012
|
|
|
$
|
331,384,669
|
|
Total
|
|
1,679,460
|
|
|
|
|
|
1,567,554
|
|
|
|
|
Exhibit Number
|
Description
|
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
101
|
Financial statements from the Quarterly Report on Form 10-Q of AmerisourceBergen Corporation for the quarter ended December 31, 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).
|
|
AMERISOURCEBERGEN CORPORATION
|
|
|
January 30, 2020
|
/s/ Steven H. Collis
|
|
Steven H. Collis
|
|
Chairman, President & Chief Executive Officer
|
|
|
January 30, 2020
|
/s/ James F. Cleary
|
|
James F. Cleary
|
|
Executive Vice President & Chief Financial Officer
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (the "Report") of AmerisourceBergen Corporation (the "Registrant");
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
(d)
|
Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant’s board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (the "Report") of AmerisourceBergen Corporation (the "Registrant");
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
(d)
|
Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|