Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2020 | Jan. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Year Focus | 2021 | |
Document Transition Report | false | |
Entity File Number | 1-16671 | |
Entity Registrant Name | AMERISOURCEBERGEN CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 23-3079390 | |
Entity Address, Address Line One | 1300 Morris Drive | |
Entity Address, City or Town | Chesterbrook, | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087-5594 | |
City Area Code | 610 | |
Local Phone Number | 727-7000 | |
Entity Central Index Key | 0001140859 | |
Document Period End Date | Dec. 31, 2020 | |
Trading Symbol | ABC | |
Title of 12(b) Security | Common stock | |
Security Exchange Name | NYSE | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 204,706,150 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,890,918 | $ 4,597,746 |
Accounts receivable, less allowances for returns and doubtful accounts: $1,299,459 as of December 31, 2020 and $1,417,308 as of September 30, 2020 | 14,886,252 | 13,846,301 |
Inventories | 13,178,958 | 12,589,278 |
Right to recover assets | 1,191,767 | 1,344,649 |
Income tax receivable | 317,656 | 488,428 |
Prepaid expenses and other | 234,670 | 189,300 |
Total current assets | 34,700,221 | 33,055,702 |
Property and equipment, net | 1,477,040 | 1,484,808 |
Goodwill | 6,709,471 | 6,706,719 |
Other intangible assets | 1,862,190 | 1,886,107 |
Deferred income taxes | 326,820 | 361,640 |
Other assets | 771,026 | 779,854 |
TOTAL ASSETS | 45,846,768 | 44,274,830 |
Current liabilities: | ||
Accounts payable | 33,449,690 | 31,705,055 |
Accrued expenses and other | 1,535,390 | 1,646,763 |
Short-term debt | 59,371 | 501,259 |
Total current liabilities | 35,044,451 | 33,853,077 |
Long-term debt | 3,640,741 | 3,618,261 |
Accrued income taxes | 287,244 | 284,845 |
Deferred income taxes | 703,646 | 686,485 |
Accrued litigation liability | 6,198,943 | 6,198,943 |
Other liabilities | 483,291 | 472,855 |
Commitments and contingencies (Note 9) | ||
Stockholders’ deficit: | ||
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 289,115,051 shares, and 204,692,947 shares as of December 31, 2020, respectively, and 600,000,000 shares, 287,790,479 shares, and 204,226,465 shares as of September 30, 2020, respectively | 2,891 | 2,878 |
Additional paid-in capital | 5,187,669 | 5,081,776 |
Retained earnings | 780,971 | 518,335 |
Accumulated other comprehensive loss | (70,467) | (108,830) |
Treasury stock, at cost: 84,422,104 shares as of December 31, 2020 and 83,564,014 shares as of September 30, 2020 | (6,598,286) | (6,513,083) |
Total AmerisourceBergen Corporation stockholders' deficit | (697,222) | (1,018,924) |
Noncontrolling interest | 185,674 | 179,288 |
Total deficit | (511,548) | (839,636) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 45,846,768 | $ 44,274,830 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances for returns and doubtful accounts | $ 1,299,459 | $ 1,417,308 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 600,000,000 | 600,000,000 |
Common stock, issued (shares) | 289,115,051 | 287,790,479 |
Common stock, outstanding (shares) | 204,692,947 | 204,226,465 |
Treasury stock (shares) | 84,422,104 | 83,564,014 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 52,516,556 | $ 47,864,742 |
Cost of goods sold | 51,064,326 | 46,633,528 |
Gross profit | 1,452,230 | 1,231,214 |
Operating expenses: | ||
Distribution, selling, and administrative | 735,068 | 685,953 |
Depreciation | 73,945 | 69,244 |
Amortization | 25,608 | 35,271 |
Employee severance, litigation, and other | 70,381 | 39,309 |
Impairment of PharMEDium assets | 0 | 138,000 |
Operating income | 547,228 | 263,437 |
Other (income) loss, net | (14,268) | 2,842 |
Interest expense, net | 33,614 | 31,007 |
Income before income taxes | 527,882 | 229,588 |
Income tax expense | 149,175 | 43,020 |
Net income | 378,707 | 186,568 |
Net (income) loss attributable to noncontrolling interest | (3,862) | 1,072 |
Net income attributable to AmerisourceBergen Corporation | $ 374,845 | $ 187,640 |
Earnings per share: | ||
Basic (usd per share) | $ 1.83 | $ 0.91 |
Diluted (usd per share) | $ 1.81 | $ 0.90 |
Weighted average common shares outstanding: | ||
Basic (shares) | 204,683 | 206,008 |
Diluted (shares) | 206,801 | 207,517 |
Cash dividends declared per share of common stock (usd per share) | $ 0.44 | $ 0.40 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 378,707 | $ 186,568 |
Other comprehensive income | ||
Foreign currency translation adjustments | 44,158 | 25,453 |
Other | 0 | 19 |
Total other comprehensive income | 44,158 | 25,472 |
Total comprehensive income | 422,865 | 212,040 |
Comprehensive income attributable to noncontrolling interest | (9,657) | (166) |
Comprehensive income attributable to AmerisourceBergen Corporation | $ 413,208 | $ 211,874 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Adoption of ASC | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsAdoption of ASC | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest | Noncontrolling InterestAdoption of ASC |
Beginning balance at Sep. 30, 2019 | $ 2,993,206 | $ 35,138 | $ 2,853 | $ 4,850,142 | $ 4,235,491 | $ 35,138 | $ (111,965) | $ (6,097,604) | $ 114,289 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 186,568 | 187,640 | (1,072) | |||||||
Other comprehensive income | 25,472 | 24,234 | 1,238 | |||||||
Cash dividends | (83,088) | (83,088) | ||||||||
Exercises of stock options | 20,113 | 3 | 20,110 | |||||||
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 | (331) | 4 | (335) | |||||||
Ending balance at Dec. 31, 2019 | $ 3,069,081 | 2,860 | 4,901,291 | 4,375,181 | (87,731) | (6,236,975) | 114,455 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||||||
Beginning balance at Sep. 30, 2020 | $ (839,636) | $ (24,094) | 2,878 | 5,081,776 | 518,335 | $ (21,106) | (108,830) | (6,513,083) | 179,288 | $ (2,988) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 378,707 | 374,845 | 3,862 | |||||||
Other comprehensive income | 44,158 | 38,363 | 5,795 | |||||||
Cash dividends | (91,103) | (91,103) | ||||||||
Exercises of stock options | 58,216 | 7 | 58,209 | |||||||
Share-based compensation expense | 48,317 | 48,317 | ||||||||
Purchases of common stock | (61,954) | (61,954) | ||||||||
Employee tax withholdings related to restricted share vesting | (23,249) | (23,249) | ||||||||
Other | (910) | 6 | (633) | (283) | ||||||
Ending balance at Dec. 31, 2020 | $ (511,548) | $ 2,891 | $ 5,187,669 | $ 780,971 | $ (70,467) | $ (6,598,286) | $ 185,674 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends (in dollars per share) | $ 0.44 | $ 0.40 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | ||
Net income | $ 378,707 | $ 186,568 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, including amounts charged to cost of goods sold | 77,143 | 71,846 |
Amortization, including amounts charged to interest expense | 27,140 | 37,499 |
Provision for doubtful accounts | 6,452 | 2,189 |
Provision for deferred income taxes | 72,912 | 29,355 |
Share-based compensation | 48,317 | 31,374 |
LIFO (credit) expense | (25,727) | 13,281 |
Impairment of PharMEDium assets | 0 | 138,000 |
Other, net | 28,480 | 17,476 |
Changes in operating assets and liabilities, excluding the effects of acquisitions: | ||
Accounts receivable | (906,495) | (307,204) |
Inventories | (545,459) | (630,980) |
Income taxes receivable | 170,771 | (1,474) |
Prepaid expenses and other assets | (3,121) | 1,363 |
Accounts payable | 1,721,495 | 787,037 |
Income taxes payable | (8,091) | 1,669 |
Accrued expenses and other liabilities | (139,471) | (235,189) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 903,053 | 142,810 |
INVESTING ACTIVITIES | ||
Capital expenditures | (65,410) | (67,305) |
Other, net | 0 | 4,966 |
NET CASH USED IN INVESTING ACTIVITIES | (65,410) | (62,339) |
FINANCING ACTIVITIES | ||
Loan borrowings | 31,393 | 18,538 |
Loan repayments | (462,643) | (29,023) |
Borrowings under revolving and securitization credit facilities | 0 | 50,584 |
Repayments under revolving and securitization credit facilities | 0 | (54,080) |
Purchases of common stock | (56,175) | (135,128) |
Exercises of stock options | 58,216 | 20,113 |
Cash dividends on common stock | (91,103) | (83,088) |
Tax withholdings related to restricted share vesting | (23,249) | (9,596) |
Other | (910) | (381) |
NET CASH USED IN FINANCING ACTIVITIES | (544,471) | (222,061) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 293,172 | (141,590) |
Cash and cash equivalents at beginning of period | 4,597,746 | 3,374,194 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 4,890,918 | $ 3,232,604 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of AmerisourceBergen Corporation and its subsidiaries, including less-than-wholly-owned subsidiaries in which AmerisourceBergen Corporation has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2020 and the results of operations and cash flows for the interim periods ended December 31, 2020 and 2019 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 was effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach was required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance was effective. The Company adopted ASU 2016-13 as of October 1, 2020. In connection with the adoption of ASU 2016-13, the Company recognized a $21.1 million, net of tax of $6.1 million, cumulative adjustment to retained earnings. The Company evaluates its receivables for risk of loss by grouping its receivables with similar risk characteristics. Expected losses are determined based on a combination of historical loss trends, current economic conditions, and forward-looking risk factors. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 removes certain exceptions to the general principles in ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020, including interim periods within those fiscal years, with certain amendments applied on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, and others prospectively. Early adoption of this guidance is permitted, including the adoption in any interim period for public companies for periods for which financial statements have not yet been issued. The Company is currently evaluating the impact of adopting this new accounting guidance. As of December 31, 2020, there were no other recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, or cash flows upon their adoption. |
Variable Interest Entity
Variable Interest Entity | 3 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entity The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), which allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma. The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets: (in thousands) December 31, September 30, Cash and cash equivalents $ 69,214 $ 96,983 Accounts receivables, net 147,215 120,486 Inventories 157,804 144,059 Prepaid expenses and other 64,247 52,885 Property and equipment, net 26,687 23,584 Goodwill 82,309 82,309 Other intangible assets 72,434 73,543 Other long-term assets 59,370 53,513 Total assets $ 679,280 $ 647,362 Accounts payable $ 179,645 $ 141,147 Accrued expenses and other 35,977 34,415 Short-term debt 53,013 98,399 Long-term debt 67,700 44,144 Deferred income taxes 38,437 38,854 Other long-term liabilities 47,991 43,413 Total liabilities $ 422,763 $ 400,372 |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Swiss Tax Reform In November 2020, the Canton of Bern approved its Budget 2021, which called for lowering its corporate income tax rate applicable to the Company’s Swiss operations effective October 1, 2020. As a result, the Company recognized a deferred tax expense to reduce its Swiss deferred tax asset for the change in tax rate. Other Information The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of December 31, 2020, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $501.2 million ($454.3 million, net of federal benefit). If recognized, $436.0 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $20.0 million of interest and penalties, which the Company records in Income Tax Expense in the Company's Consolidated Statements of Operations. In the three months ended December 31, 2020, unrecognized tax benefits increased by $2.9 million. Over the next 12 months, it is reasonably possible that tax authority audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits of approximately $16.7 million. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the three months ended December 31, 2020: (in thousands) Pharmaceutical Other Total Goodwill as of September 30, 2020 $ 4,852,775 $ 1,853,944 $ 6,706,719 Foreign currency translation — 2,752 2,752 Goodwill as of December 31, 2020 $ 4,852,775 $ 1,856,696 $ 6,709,471 The following is a summary of other intangible assets: December 31, 2020 September 30, 2020 (in thousands) Weighted Average Remaining Useful Life Gross Accumulated Net Gross Accumulated Net Indefinite-lived trade names $ 685,411 $ — $ 685,411 $ 685,312 $ — $ 685,312 Finite-lived: Customer relationships 13 years 1,673,536 (588,264) 1,085,272 1,671,888 (565,372) 1,106,516 Trade names and other 14 years 211,076 (119,569) 91,507 210,394 (116,115) 94,279 Total other intangible assets $ 2,570,023 $ (707,833) $ 1,862,190 $ 2,567,594 $ (681,487) $ 1,886,107 Amortization expense for finite-lived intangible assets was $25.6 million and $35.3 million in the three months ended December 31, 2020 and 2019, respectively. Amortization expense for finite-lived intangible assets is estimated to be $102.0 million in fiscal 2021, $100.5 million in fiscal 2022, $99.0 million in fiscal 2023, $97.5 million in fiscal 2024, $96.7 million in fiscal 2025, and $706.7 million thereafter. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: (in thousands) December 31, September 30, Revolving credit note $ — $ — Term loan due in October 2020 — 399,982 Overdraft facility due 2021 (£30,000) — — Receivables securitization facility due 2022 350,000 350,000 Multi-currency revolving credit facility due 2024 — — $500,000, 3.40% senior notes due 2024 498,355 498,232 $500,000, 3.25% senior notes due 2025 497,160 496,990 $750,000, 3.45% senior notes due 2027 744,150 743,940 $500,000, 2.80% senior notes due 2030 494,198 494,045 $500,000, 4.25% senior notes due 2045 494,784 494,730 $500,000, 4.30% senior notes due 2047 492,822 492,755 Nonrecourse debt 128,643 148,846 Total debt 3,700,112 4,119,520 Less AmerisourceBergen Corporation current portion — 399,982 Less nonrecourse current portion 59,371 101,277 Total, net of current portion $ 3,640,741 $ 3,618,261 Multi-Currency Revolving Credit Facility The Company has a $1.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility"), which is scheduled to expire in September 2024, with a syndicate of lenders. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 70 basis points to 112.5 basis points over CDOR/LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (91 basis points over CDOR/LIBOR/EURIBOR/Bankers Acceptance Stamping Fee as of December 31, 2020) and from 0 basis points to 12.5 basis points over the alternate base rate and Canadian prime rate, as applicable. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 5 basis points to 12.5 basis points, annually, of the total commitment (9 basis points as of December 31, 2020). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of December 31, 2020. Commercial Paper Program The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $1.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program as of December 31, 2020. Receivables Securitization Facility The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in September 2022. The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, annually, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of December 31, 2020. Revolving Credit Note and Overdraft Facility The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million. The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice. The Company also has a £30 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2021, to fund short-term normal trading cycle fluctuations related to its MWI business. Term Loan The $400 million October 2018 Term Loan matured and was repaid in October 2020. Nonrecourse Debt Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries' cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries. |
Stockholders' Equity and Earnin
Stockholders' Equity and Earnings per Share | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity and Earnings per Share | Stockholders’ Equity and Earnings per ShareIn October 2018, 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 three months ended December 31, 2020, the Company purchased 0.6 million shares of its common stock for a total of $55.5 million to complete its authorization under this program. In May 2020, the Company's board of directors authorized a share repurchase program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions. During the three months ended December 31, 2020, the Company purchased 0.1 million shares of its common stock for a total of $6.4 million, which included $5.8 million of December 2020 purchases that cash settled in January 2021. As of December 31, 2020, the Company had $493.6 million of availability remaining under this program. Basic earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation by the weighted average number of shares of common stock outstanding, plus the dilutive effect of stock options and restricted stock units during the periods presented. The following illustrates the components of diluted weighted average shares outstanding for the periods indicated: Three months ended (in thousands) 2020 2019 Weighted average common shares outstanding - basic 204,683 206,008 Dilutive effect of stock options and restricted stock units 2,118 1,509 Weighted average common shares outstanding - diluted 206,801 207,517 The potentially dilutive stock options and restricted stock units that were antidilutive for the three months ended December 31, 2020 and 2019 were 0.3 million and 4.4 million, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Walgreens Boots Alliance, Inc. ("WBA") owns more than 10% of the Company’s outstanding common stock and is, therefore, considered a related party. The Company operates under various agreements and arrangements with WBA, including a pharmaceutical distribution agreement pursuant to which the Company distributes pharmaceutical products to WBA and an agreement that provides the Company the ability to access favorable economic pricing and generic products through a generic purchasing services arrangement with Walgreens Boots Alliance Development GmbH. Both of these agreements expire in 2026. In connection with the closing of the announced acquisition by the Company of a majority of WBA's Alliance Healthcare businesses, the Company and WBA have agreed to extend the aforementioned agreements through 2029 (see Note 13). Revenue from the various agreements and arrangements with WBA was $16.2 billion and $15.6 three months ended December 31, 2020 and 2019, respectively. The Company’s receivable from WBA, net of incentives, was $6.8 billion and $6.6 billion as of December 31, 2020 and September 30, 2020, respectively. |
Employee Severance, Litigation,
Employee Severance, Litigation, and Other | 3 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Employee Severance, Litigation, and Other | Employee Severance, Litigation, and Other The following illustrates the charges incurred by the Company relating to Employee Severance, Litigation, and Other for the periods indicated: Three months ended (in thousands) 2020 2019 Employee severance $ — $ 839 Litigation and opioid-related costs 32,062 24,666 Acquisition-related deal and integration costs 18,924 455 Business transformation efforts 12,442 8,460 Other restructuring initiatives 6,953 4,889 Total employee severance, litigation, and other $ 70,381 $ 39,309 Litigation and opioid-related costs in the three months ended December 31, 2020 and 2019 related to legal fees in connection with opioid lawsuits and investigations. Acquisition-related deal and integration costs in the three months ended December 31, 2020 primarily related to costs associated with the announced acquisition of a majority of WBA’s Alliance Healthcare businesses (see Note 13). |
Legal Matters and Contingencies
Legal Matters and Contingencies | 3 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies | Legal Matters and Contingencies In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, product liability, intellectual property, regulatory, employment discrimination, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company's conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company's results of operations or cash flows for that period or on the Company's financial condition. Opioid Lawsuits and Investigations A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, have filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation ("ABDC") and H.D. Smith), pharmaceutical manufacturers, retail chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications. Other lawsuits regarding the distribution of prescription opioid pain medications have been filed by: third-party payors and similar entities; hospitals; hospital groups; and individuals, including cases styled as putative class actions. The lawsuits, which have been and continue to be filed in federal, state, and other courts, generally allege violations of controlled substance laws and various other statutes as well as common law claims, including negligence, public nuisance, and unjust enrichment, and seek equitable relief and monetary damages. An initial group of cases was consolidated for Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the "Court") in December 2017. Additional cases have been, and will likely continue to be, transferred to the MDL. Further, in June 2018, the Court granted a motion permitting the United States, through the Department of Justice ("DOJ"), to participate in settlement discussions and as a friend of the Court by providing information to facilitate non-monetary remedies. In April 2018, the Court issued an order creating a litigation track, which includes dispositive motion practice, discovery, and trials in certain bellwether jurisdictions. In December 2018, the Court issued an order selecting two additional cases for a second bellwether discovery and trial track. In November 2019 and January 2020, the Court filed Suggestions of Remand with the Judicial Panel on Multidistrict Litigation that identified four cases filed against the Company, including the two additional bellwether cases, for potential transfer from the MDL back to federal courts in California, Oklahoma, and West Virginia for the completion of discovery, motion practice, and trial. All four cases have now been remanded to those federal district courts and discovery has commenced. The two consolidated cases in West Virginia that were scheduled to commence trial on January 4, 2021 were postponed to May 3, 2021 due to COVID-19. No trial date has been established for the Oklahoma case, in which the plaintiff is the Cherokee Nation . On January 26, 2021, the California case was stayed as to the Company and several other defendants. As such, there is no applicable trial date for that case. On October 21, 2019, the Attorneys General for North Carolina, Pennsylvania, Tennessee, and Texas announced certain proposed settlement terms intended to provide a potential framework for a global resolution of the state and local government entity lawsuits in the MDL and in state courts, including cases currently filed and that could be filed. The attorneys general's announcement outlined that the three largest U.S. pharmaceutical distributors would be expected to pay an aggregate amount of up to $18.0 billion over 18 years, of which the Company's portion would be 31.0% , in addition to the development and participation in a program for free or rebated distribution of opioid-abuse medications for a period of 10 years and the implementation of industry-wide changes to be specified to controlled substance anti-diversion programs. Since that time, the Company has engaged in discussions that include the four attorneys general, as well as other attorneys general, plaintiffs' lawyers representing local governments, and other parties with the objective of reaching potential terms for a global resolution. The Company is currently in advanced discussions with the Attorneys General of multiple states and various plaintiffs’ representatives in an effort to reach a global settlement of the MDL and related state-court litigation brought by certain state and local governmental entities, which would provide for payments by the three largest U.S. pharmaceutical distributors of $21.0 billion over 18 years. The Company’s payment would be $6.5 billion assuming all parties participate. A portion of this amount relating to plaintiff attorney fees would be payable over a shorter time period. The discussions also involve certain changes to the Company's anti-diversion programs. While a global settlement remains subject to contingencies that could impact whether the parties ultimately decide to move forward, the Company believes a global settlement is probable and its loss related thereto can be reasonably estimated. The Company recorded a charge of $6.6 billion in the fourth quarter of the fiscal year ended September 30, 2020 within Employee Severance, Litigation and Other in its Statement of Operations related to the global settlement as well as other opioid-related litigation. There was no change to the estimated liability as of December 31, 2020. The Company currently estimates that $408.0 million will be paid prior to December 31, 2021, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining liability of $6.2 billion is recorded in Accrued Litigation Liability on the Company's Consolidated Balance Sheet. While the Company has accrued its estimated liability for this matter, it is unable to estimate the range of possible loss associated with these opioid litigation matters. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company will regularly review these opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the $6.6 billion accrual. Until such time as a plaintiff participates in a global settlement or otherwise resolves its lawsuit, the Company will continue to litigate and prepare for trial in the cases pending in the MDL, those remanded from the MDL to federal district courts, as well as in state courts where lawsuits have been filed, and intends to continue to vigorously defend itself in all such cases. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company's operations. Further, any final settlement among parties may differ materially from the Company's advanced discussions related to global resolution of the MDL and related state-court litigation involving certain state and local governmental entities. In June 2019, attorneys for some of the plaintiffs filed a motion proposing a procedure to certify a nationwide "negotiation class" of cities and counties for the purpose of negotiating and settling with defendants engaged in the nationwide manufacturing, sale, or distribution of opioids. The attorneys subsequently withdrew the motion and refiled an amended motion on July 9, 2019. The Court granted the motion on September 11, 2019 and certain defendants, including ABDC filed an appeal with the U.S. Court of Appeals for the Sixth Circuit. On September 24, 2020, the Sixth Circuit reversed the Court's prior order. On October 8, 2020, certain of the plaintiffs filed a petition asking the Sixth Circuit to rehear the matter en banc , which the Sixth Circuit denied on December 29, 2020. Notwithstanding the Company's accrual of $6.6 billion, several cases filed in various state courts have trial dates scheduled in 2021 and later, although all such dates are subject to change. A trial in New York state for cases brought by Nassau and Suffolk Counties and the New York Attorney General against a variety of defendants, including the Company, was scheduled to begin on March 20, 2020. The trial is not part of the MDL and has been delayed due to the COVID-19 outbreak. The court has not yet set a new trial date but has expressed an intention to commence trial in 2021, if possible. A trial in Ohio state court for a case brought by the Ohio Attorney General against ABDC and certain other pharmaceutical wholesale distributors was scheduled to begin trial on March 8, 2021 but has been postponed to September 7, 2021. A trial in Washington state court for a case brought by the Washington Attorney General against ABDC and certain other pharmaceutical wholesale distributors is scheduled to begin trial on May 17, 2021. Aside from those parties that have already filed suit, other entities, including additional attorneys general’s offices, counties, and cities in multiple states, may continue to file additional lawsuits or enforcement proceedings. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings. The Company has also received subpoenas, civil investigative demands, and other requests for information, requesting the production of documents regarding the distribution of prescription opioid pain medications from government agencies in other jurisdictions, including certain states. The Company has engaged in discussions with representatives from these government agencies regarding the requests and has been producing responsive documents. The Company cannot predict how these matters would be affected by a global settlement. Since July 2017, the Company has received subpoenas from several U.S. Attorney's Offices, including grand jury subpoenas from the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY"). Those subpoenas request the production of a broad range of documents pertaining to the Company's distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company has been engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, and has been producing documents in response to the subpoenas. Subpoenas, Ongoing Investigations, and Other Contingencies From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company's business or to the business of a customer, supplier, or other industry participant. The Company's responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements. In January 2017, the Company's subsidiary U.S. Bioservices Corporation ("U.S. Bio") received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York. In December 2019, the government filed a notice that it was declining to intervene. The court ordered that the relator's complaint against the Company, including subsidiaries AmerisourceBergen Specialty Group, LLC and U.S. Bio, be unsealed. The relator’s complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefing on the motion was filed with the court on October 9, 2020 . On October 11, 2019, Teamsters Local 443 Health Services & Insurance Plan, St. Paul Electrical Construction Pension Plan, St. Paul Electrical Construction Workers Supplemental Pension Plan (2014 Restatement), Retirement Medical Funding Plan for the St. Paul Electrical Workers, and San Antonio Fire & Police Pension Fund filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current and former officers and directors (collectively, "Defendants"). The complaint alleges that the Defendants breached their fiduciary duties by failing to oversee the compliance by certain of the Company's subsidiaries (including the Company's former subsidiary Medical Initiatives, Inc. ("MII")) with federal regulations, allegedly resulting in the payment of fines and penalties in connection with the settlements with the USAO-EDNY in fiscal 2017 and 2018 that resolved claims arising from MII's pre-filled syringe program. In December 2019, Defendants filed a motion to dismiss the complaint. After briefing and oral argument, on August 24, 2020 the Delaware Court of Chancery denied Defendants' motion to dismiss. On September 24, 2020, the Board of Directors of the Company established a Special Litigation Committee to conduct an investigation concerning the plaintiffs’ allegations. On October 28, 2020, the Special Litigation Committee filed a motion to stay the litigation pending completion of its investigation. On November 10, 2020, the Delaware Court of Chancery granted the Special Litigation Committee’s motion to stay the litigation. On July 17, 2020, CCAR Investments, Inc. filed a complaint for a purported derivative action in the United States District Court for the District of Delaware against the Company and certain of its current and former officers and directors (“CCAR Defendants”). The complaint alleges claims for breach of fiduciary duty, corporate waste and unjust enrichment allegedly arising from the Company’s controlled substance diversion control programs and violation of Section 14(a) of the Securities Exchange Act of 1934 . On August 14, 2020, the CCAR Defendants answered the complaint and filed a motion for judgment on the pleadings. On October 29, 2020 the parties filed a stipulation permitting CCAR Investments, Inc. to file an amended complaint on or before November 20, 2020. On December 4, 2020, the parties filed a stipulation staying the deadline for CCAR Investments, Inc. to file an amended complaint pending the Company’s production of certain documents to CCAR Investments, Inc. In December 2019, Reliable Pharmacy, together with other retail pharmacies and North Sunflower Medical Center, filed a civil antitrust complaint against multiple generic drug manufacturers, and also included claims against the Company, H.D. Smith, and other drug distributors and industry participants. The case is filed as a putative class action and plaintiffs purport to represent a class of drug purchasers including other retail pharmacies and healthcare providers. The case has been consolidated for multidistrict litigation proceedings before the United States District Court for the Eastern District of Pennsylvania. The complaint alleges that the Company and others in the industry participated in a conspiracy to fix prices, allocate markets and rig bids regarding generic drugs. In March 2020, the plaintiffs filed a further amended complaint. On July 15, 2020, the Company and other industry participants filed a motion to dismiss the complaint. The motion to dismiss is fully briefed and the parties are awaiting a ruling from the court. Antitrust Settlements Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company is not typically named as a plaintiff in these lawsuits, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized no gains during the three months ended December 31, 2020 related to these lawsuits. The Company recognized gains of $8.5 million during the three months ended December 31, 2019 related to these lawsuits. These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s Consolidated Statements of Operations. |
Litigation Settlements
Litigation Settlements | 3 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Settlements | Legal Matters and Contingencies In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, product liability, intellectual property, regulatory, employment discrimination, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company's conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company's results of operations or cash flows for that period or on the Company's financial condition. Opioid Lawsuits and Investigations A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, have filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation ("ABDC") and H.D. Smith), pharmaceutical manufacturers, retail chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications. Other lawsuits regarding the distribution of prescription opioid pain medications have been filed by: third-party payors and similar entities; hospitals; hospital groups; and individuals, including cases styled as putative class actions. The lawsuits, which have been and continue to be filed in federal, state, and other courts, generally allege violations of controlled substance laws and various other statutes as well as common law claims, including negligence, public nuisance, and unjust enrichment, and seek equitable relief and monetary damages. An initial group of cases was consolidated for Multidistrict Litigation ("MDL") proceedings before the United States District Court for the Northern District of Ohio (the "Court") in December 2017. Additional cases have been, and will likely continue to be, transferred to the MDL. Further, in June 2018, the Court granted a motion permitting the United States, through the Department of Justice ("DOJ"), to participate in settlement discussions and as a friend of the Court by providing information to facilitate non-monetary remedies. In April 2018, the Court issued an order creating a litigation track, which includes dispositive motion practice, discovery, and trials in certain bellwether jurisdictions. In December 2018, the Court issued an order selecting two additional cases for a second bellwether discovery and trial track. In November 2019 and January 2020, the Court filed Suggestions of Remand with the Judicial Panel on Multidistrict Litigation that identified four cases filed against the Company, including the two additional bellwether cases, for potential transfer from the MDL back to federal courts in California, Oklahoma, and West Virginia for the completion of discovery, motion practice, and trial. All four cases have now been remanded to those federal district courts and discovery has commenced. The two consolidated cases in West Virginia that were scheduled to commence trial on January 4, 2021 were postponed to May 3, 2021 due to COVID-19. No trial date has been established for the Oklahoma case, in which the plaintiff is the Cherokee Nation . On January 26, 2021, the California case was stayed as to the Company and several other defendants. As such, there is no applicable trial date for that case. On October 21, 2019, the Attorneys General for North Carolina, Pennsylvania, Tennessee, and Texas announced certain proposed settlement terms intended to provide a potential framework for a global resolution of the state and local government entity lawsuits in the MDL and in state courts, including cases currently filed and that could be filed. The attorneys general's announcement outlined that the three largest U.S. pharmaceutical distributors would be expected to pay an aggregate amount of up to $18.0 billion over 18 years, of which the Company's portion would be 31.0% , in addition to the development and participation in a program for free or rebated distribution of opioid-abuse medications for a period of 10 years and the implementation of industry-wide changes to be specified to controlled substance anti-diversion programs. Since that time, the Company has engaged in discussions that include the four attorneys general, as well as other attorneys general, plaintiffs' lawyers representing local governments, and other parties with the objective of reaching potential terms for a global resolution. The Company is currently in advanced discussions with the Attorneys General of multiple states and various plaintiffs’ representatives in an effort to reach a global settlement of the MDL and related state-court litigation brought by certain state and local governmental entities, which would provide for payments by the three largest U.S. pharmaceutical distributors of $21.0 billion over 18 years. The Company’s payment would be $6.5 billion assuming all parties participate. A portion of this amount relating to plaintiff attorney fees would be payable over a shorter time period. The discussions also involve certain changes to the Company's anti-diversion programs. While a global settlement remains subject to contingencies that could impact whether the parties ultimately decide to move forward, the Company believes a global settlement is probable and its loss related thereto can be reasonably estimated. The Company recorded a charge of $6.6 billion in the fourth quarter of the fiscal year ended September 30, 2020 within Employee Severance, Litigation and Other in its Statement of Operations related to the global settlement as well as other opioid-related litigation. There was no change to the estimated liability as of December 31, 2020. The Company currently estimates that $408.0 million will be paid prior to December 31, 2021, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining liability of $6.2 billion is recorded in Accrued Litigation Liability on the Company's Consolidated Balance Sheet. While the Company has accrued its estimated liability for this matter, it is unable to estimate the range of possible loss associated with these opioid litigation matters. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company will regularly review these opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the $6.6 billion accrual. Until such time as a plaintiff participates in a global settlement or otherwise resolves its lawsuit, the Company will continue to litigate and prepare for trial in the cases pending in the MDL, those remanded from the MDL to federal district courts, as well as in state courts where lawsuits have been filed, and intends to continue to vigorously defend itself in all such cases. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company's operations. Further, any final settlement among parties may differ materially from the Company's advanced discussions related to global resolution of the MDL and related state-court litigation involving certain state and local governmental entities. In June 2019, attorneys for some of the plaintiffs filed a motion proposing a procedure to certify a nationwide "negotiation class" of cities and counties for the purpose of negotiating and settling with defendants engaged in the nationwide manufacturing, sale, or distribution of opioids. The attorneys subsequently withdrew the motion and refiled an amended motion on July 9, 2019. The Court granted the motion on September 11, 2019 and certain defendants, including ABDC filed an appeal with the U.S. Court of Appeals for the Sixth Circuit. On September 24, 2020, the Sixth Circuit reversed the Court's prior order. On October 8, 2020, certain of the plaintiffs filed a petition asking the Sixth Circuit to rehear the matter en banc , which the Sixth Circuit denied on December 29, 2020. Notwithstanding the Company's accrual of $6.6 billion, several cases filed in various state courts have trial dates scheduled in 2021 and later, although all such dates are subject to change. A trial in New York state for cases brought by Nassau and Suffolk Counties and the New York Attorney General against a variety of defendants, including the Company, was scheduled to begin on March 20, 2020. The trial is not part of the MDL and has been delayed due to the COVID-19 outbreak. The court has not yet set a new trial date but has expressed an intention to commence trial in 2021, if possible. A trial in Ohio state court for a case brought by the Ohio Attorney General against ABDC and certain other pharmaceutical wholesale distributors was scheduled to begin trial on March 8, 2021 but has been postponed to September 7, 2021. A trial in Washington state court for a case brought by the Washington Attorney General against ABDC and certain other pharmaceutical wholesale distributors is scheduled to begin trial on May 17, 2021. Aside from those parties that have already filed suit, other entities, including additional attorneys general’s offices, counties, and cities in multiple states, may continue to file additional lawsuits or enforcement proceedings. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings. The Company has also received subpoenas, civil investigative demands, and other requests for information, requesting the production of documents regarding the distribution of prescription opioid pain medications from government agencies in other jurisdictions, including certain states. The Company has engaged in discussions with representatives from these government agencies regarding the requests and has been producing responsive documents. The Company cannot predict how these matters would be affected by a global settlement. Since July 2017, the Company has received subpoenas from several U.S. Attorney's Offices, including grand jury subpoenas from the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY"). Those subpoenas request the production of a broad range of documents pertaining to the Company's distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company has been engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, and has been producing documents in response to the subpoenas. Subpoenas, Ongoing Investigations, and Other Contingencies From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company's business or to the business of a customer, supplier, or other industry participant. The Company's responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements. In January 2017, the Company's subsidiary U.S. Bioservices Corporation ("U.S. Bio") received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York. In December 2019, the government filed a notice that it was declining to intervene. The court ordered that the relator's complaint against the Company, including subsidiaries AmerisourceBergen Specialty Group, LLC and U.S. Bio, be unsealed. The relator’s complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefing on the motion was filed with the court on October 9, 2020 . On October 11, 2019, Teamsters Local 443 Health Services & Insurance Plan, St. Paul Electrical Construction Pension Plan, St. Paul Electrical Construction Workers Supplemental Pension Plan (2014 Restatement), Retirement Medical Funding Plan for the St. Paul Electrical Workers, and San Antonio Fire & Police Pension Fund filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current and former officers and directors (collectively, "Defendants"). The complaint alleges that the Defendants breached their fiduciary duties by failing to oversee the compliance by certain of the Company's subsidiaries (including the Company's former subsidiary Medical Initiatives, Inc. ("MII")) with federal regulations, allegedly resulting in the payment of fines and penalties in connection with the settlements with the USAO-EDNY in fiscal 2017 and 2018 that resolved claims arising from MII's pre-filled syringe program. In December 2019, Defendants filed a motion to dismiss the complaint. After briefing and oral argument, on August 24, 2020 the Delaware Court of Chancery denied Defendants' motion to dismiss. On September 24, 2020, the Board of Directors of the Company established a Special Litigation Committee to conduct an investigation concerning the plaintiffs’ allegations. On October 28, 2020, the Special Litigation Committee filed a motion to stay the litigation pending completion of its investigation. On November 10, 2020, the Delaware Court of Chancery granted the Special Litigation Committee’s motion to stay the litigation. On July 17, 2020, CCAR Investments, Inc. filed a complaint for a purported derivative action in the United States District Court for the District of Delaware against the Company and certain of its current and former officers and directors (“CCAR Defendants”). The complaint alleges claims for breach of fiduciary duty, corporate waste and unjust enrichment allegedly arising from the Company’s controlled substance diversion control programs and violation of Section 14(a) of the Securities Exchange Act of 1934 . On August 14, 2020, the CCAR Defendants answered the complaint and filed a motion for judgment on the pleadings. On October 29, 2020 the parties filed a stipulation permitting CCAR Investments, Inc. to file an amended complaint on or before November 20, 2020. On December 4, 2020, the parties filed a stipulation staying the deadline for CCAR Investments, Inc. to file an amended complaint pending the Company’s production of certain documents to CCAR Investments, Inc. In December 2019, Reliable Pharmacy, together with other retail pharmacies and North Sunflower Medical Center, filed a civil antitrust complaint against multiple generic drug manufacturers, and also included claims against the Company, H.D. Smith, and other drug distributors and industry participants. The case is filed as a putative class action and plaintiffs purport to represent a class of drug purchasers including other retail pharmacies and healthcare providers. The case has been consolidated for multidistrict litigation proceedings before the United States District Court for the Eastern District of Pennsylvania. The complaint alleges that the Company and others in the industry participated in a conspiracy to fix prices, allocate markets and rig bids regarding generic drugs. In March 2020, the plaintiffs filed a further amended complaint. On July 15, 2020, the Company and other industry participants filed a motion to dismiss the complaint. The motion to dismiss is fully briefed and the parties are awaiting a ruling from the court. Antitrust Settlements Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company is not typically named as a plaintiff in these lawsuits, but has been a member of the direct purchasers' class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits have gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized no gains during the three months ended December 31, 2020 related to these lawsuits. The Company recognized gains of $8.5 million during the three months ended December 31, 2019 related to these lawsuits. These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s Consolidated Statements of Operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The recorded amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable as of December 31, 2020 and September 30, 2020 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had $2,298.0 million of investments in money market accounts as of December 31, 2020 and had $2,548.0 million of investments in money market accounts as of September 30, 2020. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs. The recorded amount of long-term debt (see Note 5) and the corresponding fair value as of December 31, 2020 were $3,640.7 million and $4,090.9 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, 2020 were $3,618.3 million and $4,026.4 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company is organized based upon the products and services it provides to its customers. The Company's operations are comprised of the Pharmaceutical Distribution Services reportable segment and other operating segments that are not significant enough to require separate reportable segment disclosure and, therefore, have been included in Other for the purpose of reportable segment presentation. Other consists of operating segments that focus on global commercialization services and animal health (MWI Animal Health). The operating segments that focus on global commercialization services include AmerisourceBergen Consulting Services and World Courier. The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606 for the periods indicated: Three months ended (in thousands) 2020 2019 Pharmaceutical Distribution Services $ 50,492,510 $ 46,036,828 Other: MWI Animal Health 1,120,557 1,028,318 Global Commercialization Services 931,717 818,666 Total Other 2,052,274 1,846,984 Intersegment eliminations (28,228) (19,070) Revenue $ 52,516,556 $ 47,864,742 Intersegment eliminations primarily represent the elimination of certain Pharmaceutical Distribution Services reportable segment sales to MWI. The following illustrates reportable segment operating income for the periods indicated: Three months ended (in thousands) 2020 2019 Pharmaceutical Distribution Services $ 496,067 $ 391,694 Other 121,647 104,479 Intersegment eliminations (798) (907) Total segment operating income $ 616,916 $ 495,266 The following reconciles total segment operating income to income before income taxes for the periods indicated: Three months ended (in thousands) 2020 2019 Total segment operating income $ 616,916 $ 495,266 Gain from antitrust litigation settlements — 8,492 LIFO credit (expense) 25,727 (13,281) PharMEDium remediation costs — (16,165) Acquisition-related intangibles amortization (25,034) (33,566) Employee severance, litigation, and other (70,381) (39,309) Impairment of PharMEDium assets — (138,000) Operating income 547,228 263,437 Other (income) loss, net (14,268) 2,842 Interest expense, net 33,614 31,007 Income before income taxes $ 527,882 $ 229,588 Segment operating income is evaluated by the chief operating decision maker ("CODM") of the Company before gain from antitrust litigation settlements; LIFO credit (expense); PharMEDium remediation costs; acquisition-related intangibles amortization; employee severance, litigation, and other; and impairment of PharMEDium assets. All corporate office expenses are allocated to the operating segment level. The Company recorded a foreign currency gain of $14.0 million on the remeasurement of the deferred tax assets relating to Swiss tax reform. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition In January 2021, the Company entered into a share purchase agreement with WBA pursuant to which the Company will acquire a majority of WBA’s Alliance Healthcare businesses for approximately $6.5 billion, comprised of $6.275 billion in cash, subject to certain purchase price adjustments, and 2 million shares of Company common stock (the "Transaction"). WBA’s operations in China, Italy, and Germany are not part of this transaction. The Company expects to fund the cash purchase price through a combination of cash on hand and new debt financing and has obtained $3.025 billion in bridge financing commitments in connection with the Transaction. The Transaction is subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals. Other Strategic Transactions In connection with the closing of the Transaction, the Company and WBA have agreed to a three See Part II. Other Information-Item 1A. Risk Factors on page 30 of this Quarterly Report on Form 10-Q for additional risk factors related to the Company's strategic transactions with WBA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of AmerisourceBergen Corporation and its subsidiaries, including less-than-wholly-owned subsidiaries in which AmerisourceBergen Corporation has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of December 31, 2020 and the results of operations and cash flows for the interim periods ended December 31, 2020 and 2019 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 was effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach was required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance was effective. The Company adopted ASU 2016-13 as of October 1, 2020. In connection with the adoption of ASU 2016-13, the Company recognized a $21.1 million, net of tax of $6.1 million, cumulative adjustment to retained earnings. The Company evaluates its receivables for risk of loss by grouping its receivables with similar risk characteristics. Expected losses are determined based on a combination of historical loss trends, current economic conditions, and forward-looking risk factors. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 removes certain exceptions to the general principles in ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020, including interim periods within those fiscal years, with certain amendments applied on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, and others prospectively. Early adoption of this guidance is permitted, including the adoption in any interim period for public companies for periods for which financial statements have not yet been issued. The Company is currently evaluating the impact of adopting this new accounting guidance. As of December 31, 2020, there were no other recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, or cash flows upon their adoption. |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of VIE's Assets and Liabilities | The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets: (in thousands) December 31, September 30, Cash and cash equivalents $ 69,214 $ 96,983 Accounts receivables, net 147,215 120,486 Inventories 157,804 144,059 Prepaid expenses and other 64,247 52,885 Property and equipment, net 26,687 23,584 Goodwill 82,309 82,309 Other intangible assets 72,434 73,543 Other long-term assets 59,370 53,513 Total assets $ 679,280 $ 647,362 Accounts payable $ 179,645 $ 141,147 Accrued expenses and other 35,977 34,415 Short-term debt 53,013 98,399 Long-term debt 67,700 44,144 Deferred income taxes 38,437 38,854 Other long-term liabilities 47,991 43,413 Total liabilities $ 422,763 $ 400,372 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying value of goodwill by reportable segment | The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the three months ended December 31, 2020: (in thousands) Pharmaceutical Other Total Goodwill as of September 30, 2020 $ 4,852,775 $ 1,853,944 $ 6,706,719 Foreign currency translation — 2,752 2,752 Goodwill as of December 31, 2020 $ 4,852,775 $ 1,856,696 $ 6,709,471 |
Schedule of indefinite-lived intangible assets | The following is a summary of other intangible assets: December 31, 2020 September 30, 2020 (in thousands) Weighted Average Remaining Useful Life Gross Accumulated Net Gross Accumulated Net Indefinite-lived trade names $ 685,411 $ — $ 685,411 $ 685,312 $ — $ 685,312 Finite-lived: Customer relationships 13 years 1,673,536 (588,264) 1,085,272 1,671,888 (565,372) 1,106,516 Trade names and other 14 years 211,076 (119,569) 91,507 210,394 (116,115) 94,279 Total other intangible assets $ 2,570,023 $ (707,833) $ 1,862,190 $ 2,567,594 $ (681,487) $ 1,886,107 |
Schedule of finite-lived intangible assets | The following is a summary of other intangible assets: December 31, 2020 September 30, 2020 (in thousands) Weighted Average Remaining Useful Life Gross Accumulated Net Gross Accumulated Net Indefinite-lived trade names $ 685,411 $ — $ 685,411 $ 685,312 $ — $ 685,312 Finite-lived: Customer relationships 13 years 1,673,536 (588,264) 1,085,272 1,671,888 (565,372) 1,106,516 Trade names and other 14 years 211,076 (119,569) 91,507 210,394 (116,115) 94,279 Total other intangible assets $ 2,570,023 $ (707,833) $ 1,862,190 $ 2,567,594 $ (681,487) $ 1,886,107 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt instruments | Debt consisted of the following: (in thousands) December 31, September 30, Revolving credit note $ — $ — Term loan due in October 2020 — 399,982 Overdraft facility due 2021 (£30,000) — — Receivables securitization facility due 2022 350,000 350,000 Multi-currency revolving credit facility due 2024 — — $500,000, 3.40% senior notes due 2024 498,355 498,232 $500,000, 3.25% senior notes due 2025 497,160 496,990 $750,000, 3.45% senior notes due 2027 744,150 743,940 $500,000, 2.80% senior notes due 2030 494,198 494,045 $500,000, 4.25% senior notes due 2045 494,784 494,730 $500,000, 4.30% senior notes due 2047 492,822 492,755 Nonrecourse debt 128,643 148,846 Total debt 3,700,112 4,119,520 Less AmerisourceBergen Corporation current portion — 399,982 Less nonrecourse current portion 59,371 101,277 Total, net of current portion $ 3,640,741 $ 3,618,261 |
Stockholders' Equity and Earn_2
Stockholders' Equity and Earnings per Share (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of weighted average number of common shares outstanding | The following illustrates the components of diluted weighted average shares outstanding for the periods indicated: Three months ended (in thousands) 2020 2019 Weighted average common shares outstanding - basic 204,683 206,008 Dilutive effect of stock options and restricted stock units 2,118 1,509 Weighted average common shares outstanding - diluted 206,801 207,517 |
Employee Severance, Litigatio_2
Employee Severance, Litigation, and Other (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Employee severance, litigation, and other charge | The following illustrates the charges incurred by the Company relating to Employee Severance, Litigation, and Other for the periods indicated: Three months ended (in thousands) 2020 2019 Employee severance $ — $ 839 Litigation and opioid-related costs 32,062 24,666 Acquisition-related deal and integration costs 18,924 455 Business transformation efforts 12,442 8,460 Other restructuring initiatives 6,953 4,889 Total employee severance, litigation, and other $ 70,381 $ 39,309 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment revenue | The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606 for the periods indicated: Three months ended (in thousands) 2020 2019 Pharmaceutical Distribution Services $ 50,492,510 $ 46,036,828 Other: MWI Animal Health 1,120,557 1,028,318 Global Commercialization Services 931,717 818,666 Total Other 2,052,274 1,846,984 Intersegment eliminations (28,228) (19,070) Revenue $ 52,516,556 $ 47,864,742 |
Segment operating income | The following illustrates reportable segment operating income for the periods indicated: Three months ended (in thousands) 2020 2019 Pharmaceutical Distribution Services $ 496,067 $ 391,694 Other 121,647 104,479 Intersegment eliminations (798) (907) Total segment operating income $ 616,916 $ 495,266 |
Reconciliation of total segment operating income to income (loss) from operations before income taxes | The following reconciles total segment operating income to income before income taxes for the periods indicated: Three months ended (in thousands) 2020 2019 Total segment operating income $ 616,916 $ 495,266 Gain from antitrust litigation settlements — 8,492 LIFO credit (expense) 25,727 (13,281) PharMEDium remediation costs — (16,165) Acquisition-related intangibles amortization (25,034) (33,566) Employee severance, litigation, and other (70,381) (39,309) Impairment of PharMEDium assets — (138,000) Operating income 547,228 263,437 Other (income) loss, net (14,268) 2,842 Interest expense, net 33,614 31,007 Income before income taxes $ 527,882 $ 229,588 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative adjustment to retained earnings | $ (511,548) | $ (839,636) | $ 3,069,081 | $ 2,993,206 | |
Adoption of ASC | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative adjustment to retained earnings | $ 21,100 | $ (24,094) | $ 35,138 | ||
Cumulative adjustment to retained earnings, tax | $ 6,100 |
Variable Interest Entity - Fina
Variable Interest Entity - Financial Position of Variable Interest Entity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 4,890,918 | $ 4,597,746 | $ 3,232,604 | $ 3,374,194 |
Inventories | 13,178,958 | 12,589,278 | ||
Property and equipment, net | 1,477,040 | 1,484,808 | ||
Goodwill | 6,709,471 | 6,706,719 | ||
Other long-term assets | 771,026 | 779,854 | ||
TOTAL ASSETS | 45,846,768 | 44,274,830 | ||
Long-term debt | 3,700,112 | 4,119,520 | ||
Deferred income taxes | 703,646 | 686,485 | ||
Other long-term liabilities | 483,291 | 472,855 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 69,214 | 96,983 | ||
Accounts receivables, net | 147,215 | 120,486 | ||
Inventories | 157,804 | 144,059 | ||
Prepaid expenses and other | 64,247 | 52,885 | ||
Property and equipment, net | 26,687 | 23,584 | ||
Goodwill | 82,309 | 82,309 | ||
Other intangible assets | 72,434 | 73,543 | ||
Other long-term assets | 59,370 | 53,513 | ||
TOTAL ASSETS | 679,280 | 647,362 | ||
Accounts payable | 179,645 | 141,147 | ||
Accrued expenses and other | 35,977 | 34,415 | ||
Short-term debt | 53,013 | 98,399 | ||
Long-term debt | 67,700 | 44,144 | ||
Deferred income taxes | 38,437 | 38,854 | ||
Other long-term liabilities | 47,991 | 43,413 | ||
Total liabilities | $ 422,763 | $ 400,372 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 501,200 | |
Unrecognized tax benefits, net of federal benefit | 454,300 | |
Tax benefits that would reduce income tax expense and effective tax rate | 436,000 | |
Unrecognized tax benefits - interest and penalties | 20,000 | |
Unrecognized tax benefits - increase | 2,900 | |
Significant change in unrecognized tax benefits is reasonably possible | $ 16,700 | |
Effective tax rate (as a percentage) | 28.30% | 18.70% |
Impairment of long-lived assets | $ 0 | $ 138,000 |
Pharmedium Healthcare Holdings Inc | ||
Income Tax Contingency [Line Items] | ||
Impairment of long-lived assets | $ 138,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Change in the Carrying Value of Goodwill by Reportable Segment (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 6,706,719 |
Foreign currency translation | 2,752 |
Goodwill, ending balance | 6,709,471 |
Pharmaceutical Distribution Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 4,852,775 |
Foreign currency translation | 0 |
Goodwill, ending balance | 4,852,775 |
Other | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,853,944 |
Foreign currency translation | 2,752 |
Goodwill, ending balance | $ 1,856,696 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, Accumulated Amortization | $ (707,833) | $ (681,487) |
Intangible Assets | ||
Gross Carrying Amount | 2,570,023 | 2,567,594 |
Net Carrying Amount | 1,862,190 | 1,886,107 |
Trade names | ||
Indefinite-lived intangibles | ||
Indefinite-lived intangibles | $ 685,411 | 685,312 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 13 years | |
Finite-lived intangibles, Gross Carrying Amount | $ 1,673,536 | 1,671,888 |
Finite-lived intangibles, Accumulated Amortization | (588,264) | (565,372) |
Finite-lived intangibles, Net Carrying Amount | $ 1,085,272 | 1,106,516 |
Trade names and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 14 years | |
Finite-lived intangibles, Gross Carrying Amount | $ 211,076 | 210,394 |
Finite-lived intangibles, Accumulated Amortization | (119,569) | (116,115) |
Finite-lived intangibles, Net Carrying Amount | $ 91,507 | $ 94,279 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Amortization expense | $ 25,608 | $ 35,271 |
Amortization expense, fiscal year maturity | ||
2021 | 102,000 | |
2022 | 100,500 | |
2023 | 99,000 | |
2024 | 97,500 | |
2025 | 96,700 | |
Thereafter | $ 706,700 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Oct. 31, 2020USD ($) | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 3,700,112,000 | $ 4,119,520,000 | ||
Less AmerisourceBergen Corporation current portion | 0 | 399,982,000 | ||
Total, net of current portion | 3,640,741,000 | 3,618,261,000 | ||
Revolving credit note | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 75,000,000 | |||
Long-term debt | 0 | 0 | ||
Term loan due in October 2020 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 400,000,000 | |||
Long-term debt | 0 | 399,982,000 | ||
Overdraft facility due 2021 (£30,000) | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | £ | £ 30,000,000 | |||
Long-term debt | 0 | 0 | ||
Receivables securitization facility due 2022 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,450,000,000 | |||
Long-term debt | 350,000,000 | 350,000,000 | ||
Multi-currency revolving credit facility due 2024 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,400,000,000 | |||
Long-term debt | 0 | 0 | ||
$500,000, 3.40% senior notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 498,355,000 | 498,232,000 | ||
$500,000, 3.40% senior notes due 2024 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 500,000,000 | |||
Interest rate | 3.40% | 3.40% | ||
$500,000, 3.25% senior notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 497,160,000 | 496,990,000 | ||
$500,000, 3.25% senior notes due 2025 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 500,000,000 | |||
Interest rate | 3.25% | 3.25% | ||
$750,000, 3.45% senior notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 744,150,000 | 743,940,000 | ||
$750,000, 3.45% senior notes due 2027 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 750,000,000 | |||
Interest rate | 3.45% | 3.45% | ||
$500,000, 2.80% senior notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 494,198,000 | 494,045,000 | ||
$500,000, 2.80% senior notes due 2030 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 500,000,000 | |||
Interest rate | 2.80% | 2.80% | ||
$500,000, 4.25% senior notes due 2045 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 494,784,000 | 494,730,000 | ||
$500,000, 4.25% senior notes due 2045 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 500,000,000 | |||
Interest rate | 4.25% | 4.25% | ||
$500,000, 4.30% senior notes due 2047 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 492,822,000 | 492,755,000 | ||
$500,000, 4.30% senior notes due 2047 | Senior notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 500,000,000 | |||
Interest rate | 4.30% | 4.30% | ||
Nonrecourse debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 128,643,000 | 148,846,000 | ||
Less AmerisourceBergen Corporation current portion | $ 59,371,000 | $ 101,277,000 |
Debt - Additional information (
Debt - Additional information (Details) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Oct. 31, 2020USD ($) |
Multi-currency revolving credit facility due 2024 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,400,000,000 | $ 1,400,000,000 | ||
Facility fee | 9.00% | |||
Multi-currency revolving credit facility due 2024 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Facility fee | 5.00% | |||
Multi-currency revolving credit facility due 2024 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Facility fee | 12.50% | |||
Multi-currency revolving credit facility due 2024 | CDOR / LIBOR / EURIBOR / Bankers Acceptance Stamping Fee | ||||
Debt Instrument [Line Items] | ||||
Variable rate spread | 91.00% | |||
Multi-currency revolving credit facility due 2024 | CDOR / LIBOR / EURIBOR / Bankers Acceptance Stamping Fee | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate spread | 70.00% | |||
Multi-currency revolving credit facility due 2024 | CDOR / LIBOR / EURIBOR / Bankers Acceptance Stamping Fee | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate spread | 112.50% | |||
Multi-currency revolving credit facility due 2024 | Alternate base rate and Canadian prime rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate spread | 0.00% | |||
Multi-currency revolving credit facility due 2024 | Alternate base rate and Canadian prime rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate spread | 12.50% | |||
Commercial paper | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,400,000,000 | $ 1,400,000,000 | ||
Debt instrument, term | 365 days | |||
Amount outstanding | 0 | $ 0 | ||
Receivables securitization facility due 2022 | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,450,000,000 | 1,450,000,000 | ||
Potential increase in receivables securitization facility | 250,000,000 | 250,000,000 | ||
Revolving credit note | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | ||
Overdraft facility due 2021 (£30,000) | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | £ | £ 30,000,000 | |||
Term loan due in October 2020 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 400,000,000 |
Stockholders' Equity and Earn_3
Stockholders' Equity and Earnings per Share - Additional Information (Details) - USD ($) shares in Millions | 3 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 | Oct. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Repurchase of common stock | $ 61,954,000 | $ 129,775,000 | ||
Antidilutive securities excluded from earnings per share computation (shares) | 0.3 | 4.4 | ||
October 2018 Share Repurchase Program | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Authorized amount under share repurchase program | $ 1,000,000,000 | |||
Repurchase of common stock (shares) | 0.6 | |||
Repurchase of common stock | $ 55,500,000 | |||
May 2020 Share Repurchase Program | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Authorized amount under share repurchase program | $ 500,000,000 | |||
Repurchase of common stock (shares) | 0.1 | |||
Repurchase of common stock | $ 6,400,000 | |||
Cash settled purchases | 5,800,000 | |||
Availability remaining under program | $ 493,600,000 |
Stockholders' Equity and Earn_4
Stockholders' Equity and Earnings per Share - Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Weighted average common shares outstanding - basic (shares) | 204,683 | 206,008 |
Dilutive effect of stock options, restricted stock, and restricted stock units (shares) | 2,118 | 1,509 |
Weighted average common shares outstanding - diluted (shares) | 206,801 | 207,517 |
Related Party Transactions (Det
Related Party Transactions (Details) - Investor - USD ($) $ in Billions | 3 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Walgreens Boots Alliance, Inc. | |||
Related Party Transaction [Line Items] | |||
Revenue from related party | $ 16.2 | $ 15.6 | |
Receivable from related party | $ 6.8 | $ 6.6 | |
AmerisourceBergen | Walgreens Boots Alliance, Inc. | |||
Related Party Transaction [Line Items] | |||
Ownership percentage (more than) | 10.00% |
Employee Severance, Litigatio_3
Employee Severance, Litigation, and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Employee severance | $ 0 | $ 839 |
Litigation and opioid-related costs | 32,062 | 24,666 |
Total employee severance, litigation, and other | 70,381 | 39,309 |
Acquisition-related and integration costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 18,924 | 455 |
Business transformation efforts | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 12,442 | 8,460 |
Other restructuring initiatives | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 6,953 | $ 4,889 |
Legal Matters and Contingenci_2
Legal Matters and Contingencies (Details) | Oct. 21, 2019USD ($) | Dec. 31, 2020USD ($)distributor | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
MDL and Other Related State Court Litigation | ||||
Loss Contingencies [Line Items] | ||||
Aggregate legal settlement (up to) | $ 18,000,000,000 | |||
Company's portion of aggregate legal settlement | 31.00% | |||
Program period (in years) | 10 years | |||
Opioid Lawsuits and Investigations | ||||
Loss Contingencies [Line Items] | ||||
Estimated payment | $ 6,200,000,000 | |||
Litigation settlement | $ 6,600,000,000 | |||
Opioid Lawsuits and Investigations | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Aggregate legal settlement (up to) | $ 21,000,000,000 | |||
Legal settlement term (in years) | 18 years | |||
Number of U.S. pharmaceutical distributors in settlement | distributor | 3 | |||
Estimated payment | $ 6,500,000,000 | |||
Opioid Lawsuits and Investigations | Forecast | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement, payment | $ 408,000,000 |
Litigation Settlements (Details
Litigation Settlements (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Gain from antitrust litigation settlements | $ 0 | $ 8,500,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Sep. 30, 2020 |
Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 3,640.7 | $ 3,618.3 |
Estimate of Fair Value Measurement | Level 2 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 4,090.9 | 4,026.4 |
Money market | Estimate of Fair Value Measurement | Level 1 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 2,298 | $ 2,548 |
Business Segment Information -
Business Segment Information - Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 52,516,556 | $ 47,864,742 |
Intersegment eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | (28,228) | (19,070) |
Pharmaceutical Distribution Services | Operating segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 50,492,510 | 46,036,828 |
Other | Operating segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 2,052,274 | 1,846,984 |
MWI Animal Health | Other | Operating segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | 1,120,557 | 1,028,318 |
Global Commercialization Services | Other | Operating segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 931,717 | $ 818,666 |
Business Segment Information _2
Business Segment Information - Segment Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total segment operating income | $ 547,228 | $ 263,437 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | 616,916 | 495,266 |
Intersegment eliminations | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | (798) | (907) |
Pharmaceutical Distribution Services | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | 496,067 | 391,694 |
Other | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Total segment operating income | $ 121,647 | $ 104,479 |
Business Segment Information _3
Business Segment Information - Reconciliation of Segment Operating Income to Income (Loss) from Operations before Income Taxes (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income | $ 547,228,000 | $ 263,437,000 |
Gain from antitrust litigation settlements | 0 | 8,500,000 |
LIFO credit (expense) | 25,727,000 | (13,281,000) |
Employee severance, litigation, and other | (70,381,000) | (39,309,000) |
Impairment of PharMEDium assets | 0 | (138,000,000) |
Other (income) loss, net | (14,268,000) | 2,842,000 |
Interest expense, net | 33,614,000 | 31,007,000 |
Income before income taxes | 527,882,000 | 229,588,000 |
Operating segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Operating income | 616,916,000 | 495,266,000 |
Segment reconciling items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Gain from antitrust litigation settlements | 0 | 8,492,000 |
LIFO credit (expense) | 25,727,000 | (13,281,000) |
PharMEDium remediation costs | 0 | (16,165,000) |
Acquisition-related intangibles amortization | (25,034,000) | (33,566,000) |
Employee severance, litigation, and other | (70,381,000) | (39,309,000) |
Impairment of PharMEDium assets | $ 0 | $ (138,000,000) |
Business Segment Information _4
Business Segment Information - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | |
Foreign currency gain | $ 14 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 06, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Debt financing | $ 31,393 | $ 18,538 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Distribution agreement extension | 3 years | |||
Subsequent Event | Bridge Financing Commitments | Bridge Loan | ||||
Subsequent Event [Line Items] | ||||
Debt financing | $ 3,025,000 | |||
Subsequent Event | WBA Alliance Healthcare Wholesale Distribution | ||||
Subsequent Event [Line Items] | ||||
Purchase price | 6,500,000 | |||
Purchase price in cash | 6,275,000 | |||
Common stock issued in connection with acquisition (in shares) | $ 2,000 |