Company Quick10K Filing
Quick10K
Amerisourcebergen
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$79.18 210 $16,640
10-Q 2019-03-31 Quarter: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-K 2018-09-30 Annual: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-K 2017-09-30 Annual: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-K 2016-09-30 Annual: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-K 2015-09-30 Annual: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-K 2014-09-30 Annual: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2019-06-19 Other Events
8-K 2019-05-17 Other Events
8-K 2019-05-02 Earnings, Regulation FD, Exhibits
8-K 2019-02-28 Officers, Shareholder Vote
8-K 2019-01-31 Earnings, Regulation FD, Exhibits
8-K 2019-01-11 Officers, Exhibits
8-K 2018-11-09 Officers, Exhibits
8-K 2018-11-06 Regulation FD
8-K 2018-11-06 Earnings, Regulation FD, Exhibits
8-K 2018-10-31 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2018-09-05 Regulation FD
8-K 2018-08-02 Earnings, Regulation FD, Exhibits
8-K 2018-04-04 Officers
8-K 2018-04-02 Regulation FD
8-K 2018-03-01 Shareholder Vote
8-K 2018-01-02 M&A, Regulation FD, Exhibits
MLM Martin Marietta Materials 13,580
PCG Pg&E 10,240
TKC Turkcell Iletisim Hizmetleri A S 4,130
ESE ESCO 1,930
CATM Cardtronics 1,620
SLCA US Silica Holdings 960
HCCI Heritage-Crystal Clean 640
QTXB Quantrx Biomedical 0
NOVA Nova Star Innovations 0
LTRE Learning Tree 0
ABC 2019-03-31
Part I. Financial Information
Note 1. Summary of Significant Accounting Policies
Note 2. Acquisitions and Investments
Note 3. Variable Interest Entity
Note 4. Income Taxes
Note 5. Goodwill and Other Intangible Assets
Note 6. Debt
Note 7. Stockholders' Equity and Earnings per Share
Note 8. Related Party Transactions
Note 9. Employee Severance, Litigation, and Other
Note 10. Legal Matters and Contingencies
Note 11. Litigation Settlements
Note 12. Fair Value of Financial Instruments
Note 13. Business Segment Information
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 exhibit311-q22019.htm
EX-31.2 exhibit312-q22019.htm
EX-32 exhibit32-q22019.htm

Amerisourcebergen Earnings 2019-03-31

ABC 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 a10-qxq22019.htm 10-Q Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED March 31, 2019
 
OR
 
o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM ___________ TO___________
 
Commission file number 1-16671
 
AMERISOURCEBERGEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
23-3079390
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
1300 Morris Drive, Chesterbrook, PA
 
19087-5594
(Address of principal executive offices)
 
(Zip Code)
 (610) 727-7000
(Registrant’s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common stock
ABC
New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý  No  o
 
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ý  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
 
Large accelerated filer ý  Accelerated filer o  Non-accelerated filer o  Smaller reporting company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No  ý
 
The number of shares of common stock of AmerisourceBergen Corporation outstanding as of April 30, 2019 was 210,176,951.
 



AMERISOURCEBERGEN CORPORATION
 
TABLE OF CONTENTS
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1


PART I. FINANCIAL INFORMATION 
ITEM I. Financial Statements (Unaudited)
 
AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 
March 31,
2019
 
September 30,
2018
 
 
(Unaudited)
 
 
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
2,875,750

 
$
2,492,516

Accounts receivable, less allowances for returns and doubtful accounts:
$1,044,391 as of March 31, 2019 and $1,036,333 as of September 30, 2018
 
12,222,271

 
11,314,226

Inventories (Note 1)
 
11,373,730

 
11,918,508

Right to recover asset (Note 1)
 
977,860

 

Prepaid expenses and other
 
172,572

 
169,122

Total current assets
 
27,622,183

 
25,894,372

 
 
 
 
 
Property and equipment, at cost:
 
 

 
 

Land
 
44,258

 
39,875

Buildings and improvements
 
1,039,260

 
1,086,909

Machinery, equipment, and other
 
2,301,431

 
2,281,124

Total property and equipment
 
3,384,949

 
3,407,908

Less accumulated depreciation
 
(1,526,082
)
 
(1,515,484
)
Property and equipment, net
 
1,858,867

 
1,892,424

 
 
 
 
 
Goodwill
 
6,699,681

 
6,664,272

Other intangible assets
 
2,355,997

 
2,947,828

Other assets
 
273,582

 
270,942

 
 
 
 
 
TOTAL ASSETS
 
$
38,810,310

 
$
37,669,838

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
28,189,390

 
$
26,836,873

Accrued expenses and other
 
739,536

 
881,157

Short-term debt
 
282,973

 
151,657

Total current liabilities
 
29,211,899

 
27,869,687

 
 
 
 
 
Long-term debt
 
4,009,500

 
4,158,532

Long-term financing obligation
 
350,400

 
352,296

Accrued income taxes
 
273,662

 
299,600

Deferred income taxes
 
1,857,201

 
1,829,410

Other liabilities
 
69,317

 
110,352

 
 
 
 
 
Stockholders’ equity:
 
 
 
 

Common stock, $0.01 par value - authorized, issued, and outstanding:
600,000,000 shares, 284,559,858 shares, and 210,167,489 shares as of March 31, 2019, respectively, and 600,000,000 shares, 283,588,463 shares, and 213,217,882 shares as of September 30, 2018, respectively
 
2,846

 
2,836

Additional paid-in capital
 
4,790,507

 
4,715,473

Retained earnings
 
3,969,459

 
3,720,582

Accumulated other comprehensive loss
 
(85,142
)
 
(79,253
)
Treasury stock, at cost: 74,392,369 shares as of March 31, 2019 and 70,370,581 shares as of September 30, 2018
 
(5,756,455
)
 
(5,426,814
)
Total AmerisourceBergen Corporation stockholders' equity
 
2,921,215

 
2,932,824

Noncontrolling interest
 
117,116

 
117,137

Total equity
 
3,038,331

 
3,049,961

 
 
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
38,810,310

 
$
37,669,838

See notes to consolidated financial statements.

2


AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three months ended
March 31,
 
Six months ended
March 31,
(in thousands, except per share data)
 
2019
 
2018
 
2019
 
2018
Revenue
 
$
43,319,602

 
$
41,033,858

 
$
88,712,054

 
$
81,500,190

Cost of goods sold
 
41,894,846

 
39,778,175

 
85,989,718

 
79,131,855

Gross profit
 
1,424,756

 
1,255,683

 
2,722,336

 
2,368,335

Operating expenses:
 
 
 
 

 
 
 
 

Distribution, selling, and administrative
 
628,036

 
617,426

 
1,284,621

 
1,175,948

Depreciation
 
75,219

 
72,718

 
150,581

 
137,625

Amortization
 
48,547

 
46,670

 
95,685

 
86,899

Employee severance, litigation, and other
 
55,389

 
37,449

 
96,061

 
67,470

Impairment of long-lived assets (Note 5)
 
570,000

 

 
570,000

 

Operating income
 
47,565

 
481,420

 
525,388

 
900,393

Other (income) loss
 
(14,494
)
 
29,123

 
(11,397
)
 
29,447

Interest expense, net
 
43,275

 
48,637

 
85,445

 
84,501

Loss on consolidation of equity investments
 

 
42,328

 

 
42,328

Loss on early retirement of debt
 

 

 

 
23,766

Income before income taxes
 
18,784

 
361,332

 
451,340

 
720,351

Income tax (benefit) expense
 
(9,289
)
 
79,172

 
31,514

 
(423,662
)
Net income
 
28,073

 
282,160

 
419,826

 
1,144,013

Net (income) loss attributable to noncontrolling interest
 
(938
)
 
5,295

 
961

 
5,295

Net income attributable to AmerisourceBergen Corporation
 
$
27,135

 
$
287,455

 
$
420,787

 
$
1,149,308

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.13

 
$
1.31

 
$
1.99

 
$
5.25

Diluted
 
$
0.13

 
$
1.29

 
$
1.97

 
$
5.19

 
 
 
 


 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 

 
 

Basic
 
210,934

 
219,200

 
211,503

 
218,763

Diluted
 
212,563

 
222,303

 
213,275

 
221,565

 
 
 
 
 
 
 
 
 
Cash dividends declared per share of common stock
 
$
0.40

 
$
0.38

 
$
0.80

 
$
0.76

 See notes to consolidated financial statements.


3


AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) 
 
 
Three months ended
March 31,
 
Six months ended
March 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Net income
 
$
28,073

 
$
282,160

 
$
419,826

 
$
1,144,013

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
7,414

 
6,831

 
(3,960
)
 
6,425

Loss on consolidation of equity investments
 

 
45,941

 

 
45,941

Other
 
225

 
60

 
113

 
(22
)
Total other comprehensive income (loss)
 
7,639

 
52,832

 
(3,847
)
 
52,344

Total comprehensive income
 
35,712

 
334,992

 
415,979

 
1,196,357

Comprehensive income attributable to noncontrolling interest
 
(836
)
 
5,295

 
(1,081
)
 
5,295

Comprehensive income attributable to AmerisourceBergen Corporation
 
$
34,876

 
$
340,287

 
$
414,898

 
$
1,201,652

See notes to consolidated financial statements.


4


AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

(in thousands, except per share data)
 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Treasury Stock
 
Noncontrolling Interest
 
Total
December 31, 2018
 
$
2,842

 
$
4,769,595

 
$
4,027,217

 
$
(92,883
)
 
$
(5,658,318
)
 
$
116,280

 
$
3,164,733

Net income
 

 

 
27,135

 

 

 
938

 
28,073

Other comprehensive income (loss)
 

 

 

 
7,741

 

 
(102
)
 
7,639

Cash dividends, $0.40 per share
 

 

 
(84,893
)
 

 

 

 
(84,893
)
Exercises of stock options
 
4

 
15,186

 

 

 

 

 
15,190

Share-based compensation expense
 

 
6,101

 

 

 

 

 
6,101

Purchases of common stock
 

 

 

 

 
(98,124
)
 

 
(98,124
)
Employee tax withholdings related to    restricted share vesting
 

 

 

 

 
(13
)
 

 
(13
)
Other
 

 
(375
)
 

 

 

 

 
(375
)
March 31, 2019
 
$
2,846

 
$
4,790,507

 
$
3,969,459

 
$
(85,142
)
 
$
(5,756,455
)
 
$
117,116

 
$
3,038,331


(in thousands, except per share data)
 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Treasury Stock
 
Noncontrolling Interest
 
Total
December 31, 2017
 
$
2,814

 
$
4,579,809

 
$
3,173,516

 
$
(96,338
)
 
$
(4,785,219
)
 
$

 
$
2,874,582

Consolidation of variable interest entity
 

 

 

 

 

 
181,341

 
181,341

Net income (loss)
 

 

 
287,455

 

 

 
(5,295
)
 
282,160

Other comprehensive income
 

 

 

 
52,832

 

 

 
52,832

Cash dividends, $0.38 per share
 

 

 
(83,978
)
 

 

 

 
(83,978
)
Exercises of stock options
 
16

 
85,646

 

 

 

 

 
85,662

Share-based compensation expense
 

 
11,600

 

 

 

 

 
11,600

Common stock purchases for    employee stock purchase plan
 

 
(202
)
 

 

 

 

 
(202
)
Purchases of common stock
 

 

 

 

 
(37,712
)
 

 
(37,712
)
Employee tax withholdings related to    restricted share vesting
 

 

 

 

 
(132
)
 

 
(132
)
Other
 
1

 
(2,558
)
 

 

 

 

 
(2,557
)
March 31, 2018
 
$
2,831

 
$
4,674,295

 
$
3,376,993

 
$
(43,506
)
 
$
(4,823,063
)
 
$
176,046

 
$
3,363,596






















See notes to consolidated financial statements.

5


AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

(in thousands, except per share data)
 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Treasury Stock
 
Noncontrolling Interest
 
Total
September 30, 2018
 
$
2,836

 
$
4,715,473

 
$
3,720,582

 
$
(79,253
)
 
$
(5,426,814
)
 
$
117,137

 
$
3,049,961

Adoption of ASC 606 (Note 1)
 

 

 
(1,482
)
 

 

 
(1,102
)
 
(2,584
)
Net income (loss)
 

 

 
420,787

 

 

 
(961
)
 
419,826

Other comprehensive (loss) income
 

 

 

 
(5,889
)
 

 
2,042

 
(3,847
)
Cash dividends, $0.80 per share
 

 

 
(170,428
)
 

 

 

 
(170,428
)
Exercises of stock options
 
8

 
37,582

 

 

 

 

 
37,590

Share-based compensation expense
 

 
37,869

 

 

 

 

 
37,869

Purchases of common stock
 

 

 

 

 
(323,974
)
 

 
(323,974
)
Employee tax withholdings related to    restricted share vesting
 

 

 

 

 
(5,667
)
 

 
(5,667
)
Other
 
2

 
(417
)
 

 

 

 

 
(415
)
March 31, 2019
 
$
2,846

 
$
4,790,507

 
$
3,969,459

 
$
(85,142
)
 
$
(5,756,455
)
 
$
117,116

 
$
3,038,331


(in thousands, except per share data)
 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Treasury Stock
 
Noncontrolling Interest
 
Total
September 30, 2017
 
$
2,806

 
$
4,517,635

 
$
2,395,218

 
$
(95,850
)
 
$
(4,755,348
)
 
$

 
$
2,064,461

Consolidation of variable interest entity
 

 

 

 

 

 
181,341

 
181,341

Net income (loss)
 

 

 
1,149,308

 

 

 
(5,295
)
 
1,144,013

Other comprehensive income
 

 

 

 
52,344

 

 

 
52,344

Cash dividends, $0.76 per share
 

 

 
(167,533
)
 

 

 

 
(167,533
)
Exercises of stock options
 
22

 
115,214

 

 

 

 

 
115,236

Share-based compensation expense
 

 
44,208

 

 

 

 

 
44,208

Common stock purchases for    employee stock purchase plan
 

 
(202
)
 

 

 

 

 
(202
)
Purchases of common stock
 

 

 

 

 
(60,208
)
 

 
(60,208
)
Employee tax withholdings related to    restricted share vesting
 

 

 

 

 
(7,507
)
 

 
(7,507
)
Other
 
3

 
(2,560
)
 

 

 

 

 
(2,557
)
March 31, 2018
 
$
2,831

 
$
4,674,295

 
$
3,376,993

 
$
(43,506
)
 
$
(4,823,063
)
 
$
176,046

 
$
3,363,596















See notes to consolidated financial statements.

6


AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 

Six months ended
March 31,
(in thousands)

2019

2018
OPERATING ACTIVITIES

 



Net income
 
$
419,826

 
$
1,144,013

Adjustments to reconcile net income to net cash provided by (used in) operating    activities:






Depreciation, including amounts charged to cost of goods sold

171,789


142,187

Amortization, including amounts charged to interest expense

100,040


95,047

Provision (benefit) for doubtful accounts

10,892


(1,539
)
Provision (benefit) for deferred income taxes

24,949


(798,435
)
Share-based compensation

37,869


44,208

LIFO credit
 
(69,834
)
 

Impairment of long-lived assets
 
570,000

 

Gain on sale of an equity investment
 
(13,692
)
 

Impairment of non-customer note receivable
 

 
30,000

Loss on consolidation of equity investments
 

 
42,328

Loss on early retirement of debt
 

 
23,766

Other

(11,610
)

7,729

Changes in operating assets and liabilities, excluding the effects of acquisitions:






Accounts receivable

(880,805
)

(590,386
)
Inventories

(420,190
)

(805,164
)
Prepaid expenses and other assets

(16,914
)

(89,601
)
Accounts payable

1,350,728


384,378

Income taxes payable
 
(60,048
)
 
262,495

Accrued expenses and other liabilities
 
(109,668
)
 
31,732

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

1,103,332


(77,242
)
INVESTING ACTIVITIES

 


 

Capital expenditures

(161,488
)

(168,816
)
Cost of acquired companies, net of cash acquired

(52,398
)

(777,085
)
Other

2,659


10,479

NET CASH USED IN INVESTING ACTIVITIES

(211,227
)

(935,422
)
FINANCING ACTIVITIES

 


 

Senior notes and other loan borrowings

439,181


1,236,483

Senior notes and other loan repayments
 
(456,591
)
 
(434,480
)
Borrowings under revolving and securitization credit facilities

541,066


24,430,951

Repayments under revolving and securitization credit facilities

(539,673
)

(24,412,230
)
Payment of premium on early retirement of debt
 

 
(22,348
)
Purchases of common stock

(347,959
)

(60,208
)
Exercises of stock options

37,590


115,236

Cash dividends on common stock

(170,428
)

(167,533
)
Tax withholdings related to restricted share vesting
 
(5,667
)
 
(7,507
)
Other

(6,390
)

(9,456
)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

(508,871
)

668,908

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

383,234


(343,756
)
Cash and cash equivalents at beginning of period

2,492,516


2,435,115

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
2,875,750


$
2,091,359

 See notes to consolidated financial statements.

7


AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1.  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 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 March 31, 2019 and the results of operations and cash flows for the interim periods ended March 31, 2019 and 2018 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, 2018.
 
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.

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605 - "Revenue Recognition" and most industry-specific guidance throughout the Codification. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard's core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 was originally scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. In July 2015, the FASB deferred the effective date of ASU 2014-09 by one year.

In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations" ("ASU 2016-08"), which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing" ("ASU 2016-10"), which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. The Company must adopt ASU 2016-08 and ASU 2016-10 with ASU 2014-09, collectively ASC 606.

The Company adopted ASC 606 as of October 1, 2018 on a modified retrospective basis for all open contracts as of October 1, 2018. The adoption had an immaterial impact on the Company’s October 1, 2018 retained earnings and will not have a material impact on the Company's revenues, results of operations, or cash flows. The Company did not record any material contract assets, contract liabilities, or deferred contract costs in its Consolidated Balance Sheet upon adoption.

The Company's revenues are primarily generated from the distribution of pharmaceutical products. The Company also generates revenues from global commercialization services, which include clinical trial support, post-approval and commercialization support, and global specialty transportation and logistics for the biopharmaceutical industry. See Note 13 for the Company's disaggregated revenue.

The Company recognizes revenue related to the distribution of products at a point in time when title and control transfers to customers and there is no further obligation to provide services related to such products. Service revenue is recognized over the period that services are provided to the customer. The Company is generally the principal in a transaction; therefore, revenue is

8


primarily recorded on a gross basis. When the Company is the principal in a transaction, it has determined that it controls the ability to direct the use of the product or service prior to the transfer to a customer, it is primarily responsible for fulfilling the promise to provide the product or service to its customer, it has discretion in establishing pricing, and it controls the relationship with the customer. Revenue is recognized at the amount of consideration expected to be received, which is generally based on a purchase order, and is net of estimated sales returns and allowances, other customer incentives, and sales tax.

The Company’s customer sales return policy generally allows customers to return products only if the products can be resold at full value or returned to suppliers for full credit. The Company records an accrual for estimated customer sales returns at the time of sale to the customer based upon historical return trends. As of March 31, 2019 and September 30, 2018, the Company’s accrual for estimated customer sales returns was $977.9 million and $988.8 million, respectively. In fiscal 2019, due to the adoption of ASC 606, the Company records an asset for the right to recover products from its customers in Right to Recover Asset on its Consolidated Balance Sheet. The Company's asset for the right to recover products from its customers was in Inventories on its Consolidated Balance Sheet as of September 30, 2018 and for all prior periods.

The Company elected the practical expedient to expense costs to obtain a contract when incurred when the amortization period would have been one year or less. Additionally, the Company elected the practical expedients to not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed, and (iii) for contracts for which the variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

Recently Issued Accounting Pronouncements Not Yet Adopted

 In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 aims to increase transparency and comparability across organizations by requiring lease assets and lease liabilities to be recognized on the balance sheet as well as key information to be disclosed regarding lease arrangements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. Entities are permitted to adopt the standard early, and a modified retrospective application is required. The Company anticipates that the adoption of this new accounting standard will have a material impact on the Company's Consolidated Balance Sheets. However, the Company continues to evaluate the impact of adopting this new accounting standard, and, therefore, cannot reasonably estimate the impact on the results of operations or cash flows at this time. The Company has begun the process of implementing the adoption of this standard, including the implementation of new lease accounting software, policies, processes, and controls. The Company will adopt this standard in the first quarter of fiscal 2020.

As of March 31, 2019, 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.
 
Note 2.  Acquisitions and Investments

NEVSCO

In December 2017, the Company acquired Northeast Veterinary Supply Company ("NEVSCO") for $70.0 million. NEVSCO was an independent, regional distributor of veterinary pharmaceuticals and medical supplies serving primarily the northeast region of the United States and strengthens MWI Animal Health's ("MWI") support of independent veterinary practices and provides even greater value and care to current and future animal health customers. NEVSCO is included within the MWI operating segment.

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their fair values on the date of the acquisition. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by $30.4 million, which was allocated to goodwill. The fair value of accounts receivable, inventory, and accounts payable and accrued expenses acquired was $8.5 million, $6.7 million, and $2.9 million, respectively. The fair value of the intangible assets acquired of $29.8 million primarily consisted of customer relationships, which the Company is amortizing over its estimated useful life of 15 years. Goodwill and intangible assets resulting from the acquisition are deductible for income tax purposes.

H.D. Smith

In January 2018, the Company acquired H.D. Smith Holding Company ("H.D. Smith") for $815.0 million. The Company funded the acquisition through the issuance of new long-term debt. H.D. Smith was the largest independent pharmaceutical

9


wholesaler in the United States and provides full-line distribution of brand, generic, and specialty drugs, as well as high-value services and solutions for manufacturers and healthcare providers. H.D. Smith's customers include retail pharmacies, specialty pharmacies, long-term care facilities, institutional/hospital systems, and independent physicians and clinics. The acquisition strengthens the Company's core business, expands and enhances its strategic scale in pharmaceutical distribution, and expands the Company's support for independent community pharmacies. H.D. Smith is included within the Pharmaceutical Distribution Services reportable segment.

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their fair values on the date of the acquisition. The purchase price exceeded the fair value of the net tangible and intangible assets acquired by $499.9 million, which was allocated to goodwill. The fair value of accounts receivable, inventory, and accounts payable and accrued expenses acquired was $163.1 million, $350.7 million, and $366.1 million, respectively. The fair value of the intangible assets acquired of $167.8 million consisted of customer relationships of $156.6 million and a tradename of $11.2 million. The Company is amortizing the fair value of the customer relationships and the tradename over their estimated useful lives of 12 years and 2 years, respectively. The Company established a deferred tax liability of $60.6 million primarily in connection with the intangible assets acquired. Goodwill and intangible assets resulting from the acquisition are not deductible for income tax purposes.

Profarma and Specialty Joint Venture

As of September 30, 2017, the Company held a noncontrolling ownership interest in Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), a leading pharmaceutical wholesaler in Brazil, and an ownership interest in a joint venture with Profarma to provide specialty distribution and services to the Brazilian marketplace (the "specialty joint venture"). The Company had accounted for these interests as equity method investments, which were reported in Other Assets on the Company's Consolidated Balance Sheets. In January 2018, the Company invested an additional $62.5 million in Profarma and an additional $15.6 million in the specialty joint venture to increase its ownership interests to 38.2% and 64.5%, respectively. In connection with the additional investment in Profarma, the Company received substantial governance rights, thereby requiring it to begin consolidating the operating results of Profarma as of March 31, 2018 (see Note 3). The Company also began to consolidate the operating results of the specialty joint venture as of March 31, 2018 due to its majority ownership interest. In September 2018, the Company made an additional investment of $23.6 million in the specialty joint venture to increase its ownership interest to 89.9%. Profarma and the specialty joint venture are included within the Pharmaceutical Distribution reportable segment and Other, respectively.

The fair value of Profarma, including the noncontrolling interest, was determined based upon an agreed-upon stock price and was allocated to the underlying assets and liabilities consolidated based upon their fair values at the time of the January 2018 investment. The fair value of Profarma upon obtaining control exceeded the fair value of the net tangible and intangible assets consolidated by $142.0 million, which was allocated to goodwill. The fair value of accounts receivable, inventory, accounts payable and accrued expenses was $160.1 million, $190.5 million, and $167.7 million, respectively. The Company consolidated short-term debt and long-term debt of $209.9 million and $12.4 million, respectively, cash of $150.8 million, and recorded a noncontrolling interest of $168.0 million. The estimated fair value of the intangible assets consolidated of $84.6 million consisted of customer relationships of $25.9 million and a tradename of $58.7 million. The Company is amortizing the customer relationships over its estimated useful life of 15 years and the tradenames over their estimated useful lives of between 15 years and 25 years. The Company established a deferred tax liability of $50.1 million primarily in connection with the intangible assets that were recognized. Goodwill and intangible assets resulting from the consolidation are not deductible for income tax purposes.

The fair value of the specialty joint venture was determined based upon the cost of the incremental ownership percentage acquired from the January 2018 investment and was allocated to the underlying assets and liabilities consolidated based upon their fair values at the time of the January 2018 investment. The fair value of the specialty joint venture exceeded the fair value of the net tangible and intangible assets consolidated by $3.5 million, which was allocated to goodwill. The fair value of accounts receivable, inventory, accounts payable and accrued expenses was $65.0 million, $29.1 million, and $54.3 million, respectively. The Company consolidated short-term debt and cash of $32.7 million and $28.9 million, respectively. The estimated fair value of the intangible assets consolidated of $4.6 million is being amortized over its estimated useful life of 15 years. Goodwill and intangible assets resulting from the consolidation are not deductible for income tax purposes.

In connection with the incremental January 2018 Brazil investments, the Company adjusted the carrying values of its previously held equity interests in Profarma and the specialty joint venture to equal their fair values, which were determined to be $103.1 million and $31.2 million, respectively. These represent Level 2 nonrecurring fair value measurements. The adjustments resulted in a pretax loss of $42.3 million in the three and six months ended March 31, 2018 and were comprised of foreign currency translation adjustments from Accumulated Other Comprehensive Loss of $45.9 million, a $12.4 million gain on the remeasurement of Profarma's previously held equity interest, and an $8.8 million loss on the remeasurement of the specialty joint venture's previously held equity interest.


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Note 3. Variable Interest Entity

As discussed in Note 2, the Company made an additional investment in Profarma in January 2018. In connection with this investment, the Company obtained substantial governance rights, allowing it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidated the operating results of Profarma in its consolidated financial statements as of and for the periods ended March 31, 2019 and September 30, 2018. 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)
 
March 31,
2019
 
September 30,
2018
Cash and cash equivalents
 
$
16,711

 
$
26,801

Accounts receivables, net
 
149,223

 
144,646

Inventories
 
170,963

 
168,931

Prepaid expenses and other
 
59,757

 
61,924

Property and equipment, net
 
32,824

 
32,667

Goodwill
 
82,309

 
82,309

Other intangible assets
 
78,219

 
80,974

Other long-term assets
 
8,214

 
8,912

Total assets
 
$
598,220

 
$
607,164

 
 
 
 
 
Accounts payable
 
$
156,666

 
$
150,102

Accrued expenses and other
 
49,847

 
37,195

Short-term debt
 
118,133

 
115,461

Long-term debt
 
38,182

 
39,704

Deferred income taxes
 
43,233

 
46,137

Other long-term liabilities
 
6,539

 
31,988

Total liabilities
 
$
412,600

 
$
420,587


Profarma's assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.

Note 4.  Income Taxes

Tax Cuts and Jobs Act
    
On December 22, 2017, the Tax Cuts and Jobs Act (the "2017 Tax Act") was signed into law. The 2017 Tax Act includes a broad range of tax reform provisions affecting businesses, including lower corporate tax rates, changes in business deductions, and international tax provisions. In response to the 2017 Tax Act, the U.S. Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. SAB 118 provides that the measurement period is complete when a company's accounting is complete, and that measurement period shall not extend beyond one year from the enactment date.

The Company completed the accounting for the effects of the 2017 Tax Act in the fiscal quarter ended December 31, 2018 and recognized an income tax benefit of $37.0 million related to a decrease in its tax on historical foreign earnings and profits through December 31, 2017 (the "transition tax"). This measurement period adjustment favorably impacted the Company's effective tax rate by 8.2% for the six months ended March 31, 2019. The Company expects to pay $182.6 million related to the transition tax, which is net of overpayments and tax credits, over a six-year period commencing in January 2021.
    
There were no adjustments recorded to deferred income taxes related to the 2017 Tax Act during the three months ended December 31, 2018.


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Other Information    

The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of March 31, 2019, 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 $109.4 million ($83.2 million, net of federal benefit). If recognized, $65.0 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $16.5 million of interest and penalties, which the Company records in Income Tax (Benefit) Expense in the Company's Consolidated Statements of Operations. In the six months ended March 31, 2019, unrecognized tax benefits decreased by $3.5 million. Over the next 12 months, it is reasonably possible that state tax audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits by approximately $4.5 million.

The Company's effective tax rates were (49.5)% and 7.0% for the three and six months ended March 31, 2019, respectively. The Company's effective tax rates were 21.9% and (58.8)% for the three and six months ended March 31, 2018, respectively. The effective tax rates in the three and six months ended March 31, 2019 were primarily impacted by the $570.0 million impairment of long-lived assets (see Note 5), which changed the mix of domestic and international income. The effective tax rate in the six months ended March 31, 2019 was also impacted by the $37.0 million decrease to the Company's transition tax related to the 2017 Tax Act. The effective tax rate in the six months ended March 31, 2018 was primarily impacted by the effect of the 2017 Tax Act. The Company's effective tax rates for all periods reported herein were favorably impacted by the Company's international businesses in Switzerland and Ireland, which have lower income tax rates, and the benefit from stock option exercises and restricted stock vesting.
 
Note 5.  Goodwill and Other Intangible Assets
 
The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2019:
(in thousands)
 
Pharmaceutical
Distribution
Services
 
Other
 
Total
Goodwill as of September 30, 2018
 
$
4,852,775

 
$
1,811,497

 
$
6,664,272

Goodwill recognized in connection with acquisitions
 

 
35,871

 
35,871

Purchase price accounting adjustments
 

 
591

 
591

Foreign currency translation
 

 
(1,053
)
 
(1,053
)
Goodwill as of March 31, 2019
 
$
4,852,775

 
$
1,846,906

 
$
6,699,681


The following is a summary of other intangible assets:
 
 
March 31, 2019
 
September 30, 2018
(in thousands)
 
Weighted Average Remaining Useful Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Indefinite-lived trade names
 
 
 
$
685,306

 
$

 
$
685,306

 
$
685,380

 
$

 
$
685,380

Finite-lived:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Customer relationships
 
14 years
 
1,930,986

 
(431,340
)
 
1,499,646

 
2,549,245

 
(555,440
)
 
1,993,805

   Trade names and other
 
13 years
 
261,482

 
(90,437
)
 
171,045

 
397,946

 
(129,303
)
 
268,643

Total other intangible assets
 
 
 
$
2,877,774

 
$
(521,777
)
 
$
2,355,997

 
$
3,632,571

 
$
(684,743
)
 
$
2,947,828

 
Amortization expense for finite-lived intangible assets was $48.5 million and $46.7 million in the three months ended March 31, 2019 and 2018, respectively. Amortization expense for finite-lived intangible assets was $95.7 million and $86.9 million in the six months ended March 31, 2019 and 2018, respectively. Amortization expense for finite-lived intangible assets is estimated to be $164.3 million in fiscal 2019, $132.4 million in fiscal 2020, $128.5 million in fiscal 2021, $127.0 million in fiscal 2022, $125.9 million in fiscal 2023, and $1,088.3 million thereafter.

After U.S. Food and Drug Administration ("FDA") inspections of PharMEDium Healthcare Holdings, Inc.'s ("PharMEDium") compounding facilities, the Company voluntarily suspended production activities in December 2017 at its largest compounding facility located in Memphis, Tennessee pending execution of certain remedial measures. The Company has been in communication with the FDA and the Consumer Protection Branch of the Civil Division of the Department of Justice ("DOJ")

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regarding its ongoing compliance efforts at PharMEDium and the entry into a consent decree. The entry into a consent decree is expected to apply to the PharMEDium facilities in Memphis, Tennessee; Dayton, New Jersey; and Sugar Land, Texas; and to the PharMEDium headquarters in Lake Forest, Illinois. The Company currently expects that any such consent decree would permit commercial operations to continue at the Sugar Land and Dayton compounding facilities and administrative operations to continue at the Lake Forest headquarters, subject to the successful completion of certain third-party audits, and would specify requirements, including the completion of a third-party audit, that must be satisfied prior to the resumption of commercial operations at the Memphis facility. The Company cannot predict when the negotiations with the FDA and DOJ will be completed, but currently believes it is likely that a consent decree will be entered into during the fiscal quarter ending June 30, 2019.
As a result of the continued suspension of production activities at PharMEDium's compounding facility located in Memphis, Tennessee, and further negotiations with the FDA and the DOJ regarding a potential consent decree, the Company updated its recoverability assessment of PharMEDium's long-lived assets as of March 31, 2019. The recoverability assessment was based upon comparing its forecasted undiscounted cash flows to the carrying value of the PharMEDium asset group. The carrying value of the asset group was $792 million as of March 31, 2019. The PharMEDium asset group is included in the Pharmaceutical Distribution Services reportable segment. Using forecasted undiscounted cash flows that were based on the weighted average of multiple strategic alternatives, the Company concluded that the carrying value of the PharMEDium long-lived asset group was not recoverable as of March 31, 2019. The forecasted undiscounted cash flows as of March 31, 2019 were lower than the forecasted undiscounted cash flows as of December 31, 2018 as PharMEDium recently revised its long-range plan, due in part to the status of negotiations with the FDA and the DOJ regarding a potential consent decree. The Company then performed an impairment test by comparing the PharMEDium asset group's fair value of $222 million to its carrying value, which resulted in a $570.0 million impairment loss. Significant assumptions used in estimating the fair value of PharMEDium's asset group included (i) a 15% discount rate, which contemplated a higher risk at PharMEDium; (ii) the estimated costs and length of time necessary to address the FDA compliance matters; (iii) the period in which PharMEDium will resume production at or near capacity; and (iv) the estimated operating margins when considering the likelihood of higher operating and compliance costs. The Company believes that its fair value assumptions were representative of market participant assumptions; however, the forecasted cash flows used to estimate fair value and measure the related impairment are inherently uncertain and include assumptions that could differ from actual results in future periods. This represents a Level 3 nonrecurring fair value measurement. The Company allocated $522.1 million of the impairment to finite-lived intangibles and $47.9 million of the impairment to property and equipment. 
Note 6.  Debt
 
Debt consisted of the following:
(in thousands)
 
March 31,
2019
 
September 30,
2018
Revolving credit note
 
$

 
$

Term loans due in 2020
 
399,655

 
398,665

Overdraft facility due 2021 (£30,000)
 
14,820

 
13,269

Receivables securitization facility due 2021
 
500,000

 
500,000

Multi-currency revolving credit facility due 2023
 

 

$500,000, 3.50% senior notes due 2021
 
498,650

 
498,392

$500,000, 3.40% senior notes due 2024
 
497,499

 
497,255

$500,000, 3.25% senior notes due 2025
 
495,972

 
495,632

$750,000, 3.45% senior notes due 2027
 
742,678

 
742,258

$500,000, 4.25% senior notes due 2045
 
494,406

 
494,298

$500,000, 4.30% senior notes due 2047
 
492,355

 
492,222

Capital lease obligations
 
50

 
745

Nonrecourse debt
 
156,388

 
177,453

Total debt
 
4,292,473

 
4,310,189

Less AmerisourceBergen Corporation current portion
 
164,840

 
13,976

Less nonrecourse current portion
 
118,133

 
137,681

Total, net of current portion
 
$
4,009,500

 
$
4,158,532

 
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 was scheduled to expire in November 2021, with a syndicate of lenders. In October 2018, the Company entered into an amendment to, among other things, extend the maturity to October 2023 and modify certain restrictive covenants,

13


including modifications to allow for indebtedness of foreign subsidiaries. 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 110 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 March 31, 2019) and from 0 basis points to 10 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 15 basis points, annually, of the total commitment (9 basis points as of March 31, 2019). 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 March 31, 2019.

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 March 31, 2019.

Receivables Securitization Facility

The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which was scheduled to expire in November 2019. In October 2018, the Company entered into an amendment to extend the maturity date to October 2021. 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 March 31, 2019.

In April 2019, the Company elected to repay $150.0 million, which is classified in "Short-Term Debt" on the Company's March 31, 2019 Consolidated Balance Sheet, of its outstanding Receivables Securitization Facility balance prior to the scheduled maturity date.

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 Loans
In October 2018, the Company refinanced $400 million of outstanding term loans by issuing a new $400 million variable-rate term loan ("October 2018 Term Loan"), which matures in October 2020. The October 2018 Term Loan bears interest at a rate equal to a base rate or LIBOR, plus a margin of 65 basis points. The October 2018 Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2019.
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.
 

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Note 7.  Stockholders’ Equity and Earnings per Share
 
In November 2018, the Company’s board of directors increased the quarterly cash dividend by 5% from $0.38 per share to $0.40 per share.
 
In November 2016, the Company's board of directors authorized a share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. During the six months ended March 31, 2019, the Company purchased 1.4 million shares of its common stock for a total of $125.8 million, which excluded $24.0 million of September 2018 purchases that cash settled in October 2018, to complete its authorization under this program.
In October 2018, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. During the six months ended March 31, 2019, the Company purchased 2.6 million shares of its common stock for a total of $198.1 million. As of March 31, 2019, the Company had $801.9 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
March 31,
 
Six months ended
March 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Weighted average common shares outstanding - basic
 
210,934

 
219,200

 
211,503

 
218,763

Dilutive effect of stock options and restricted stock units
 
1,629

 
3,103

 
1,772

 
2,802

Weighted average common shares outstanding - diluted
 
212,563


222,303


213,275


221,565

 
The potentially dilutive stock options and restricted stock units that were antidilutive for the three and six months ended March 31, 2019 were 5.4 million and 4.6 million, respectively. The potentially dilutive stock options and restricted stock units that were antidilutive for the three and six months ended March 31, 2018 were 1.9 million and 3.2 million, respectively.
 
Note 8. 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.
 
Revenue from the various agreements and arrangements with WBA was $14.6 billion and $29.9 billion in the three and six months ended March 31, 2019, respectively. Revenue from the various agreements and arrangements with WBA was $13.4 billion and $26.0 billion in the three and six months ended March 31, 2018, respectively. The Company’s receivable from WBA, net of incentives, was $5.9 billion and $5.6 billion as of March 31, 2019 and September 30, 2018, respectively.
 

15


Note 9. 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
March 31,
 
Six months ended
March 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Employee severance
 
$
14,021

 
$
20,778

 
$
18,806

 
$
28,449

Litigation and opioid-related costs
 
13,822

 
7,629

 
28,361

 
10,437

Other
 
27,546

 
9,042

 
48,894

 
28,584

    Total employee severance, litigation, and other
 
$
55,389

 
$
37,449

 
$
96,061

 
$
67,470


Employee severance in the three and six months ended March 31, 2019 included costs primarily related to PharMEDium restructuring activities, position eliminations resulting from our business transformation efforts and the integration of H.D. Smith, and restructuring activities related to our consulting business. Employee severance in the three and six months ended March 31, 2018 included costs primarily related to position eliminations resulting from our business transformation efforts.

Litigation and opioid-related costs in the three and six months ended March 31, 2019 and 2018 primarily related to legal fees in connection with opioid lawsuits and investigations.

Other costs in the three months ended March 31, 2019 included $11.5 million of acquisition-related deal and integration costs (primarily related to the integration of H.D. Smith), $9.9 million related to the Company's business transformation efforts, and $6.2 million of other restructuring initiatives. Other costs in the six months ended March 31, 2019 included $22.0 million of acquisition-related deal and integration costs (primarily related to the integration of H.D. Smith), $16.9 million related to the Company's business transformation efforts, and $10.0 million of other restructuring initiatives. Other costs in the three months ended March 31, 2018 included $6.0 million related to the Company's business transformation efforts and $3.1 million of other restructuring initiatives. Other costs in the six months ended March 31, 2018 included $12.9 million of acquisition-related deal and integration costs, $10.7 million related to the Company's business transformation efforts, and $5.0 million of other restructuring initiatives.

Note 10. Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, and other disputes, including antitrust, commercial, environmental, 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. 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.

 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 obligations, and/or other civil and criminal penalties.
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 several states and tribes, have filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and its subsidiary AmerisourceBergen Drug Corporation ("ABDC")), pharmaceutical manufacturers, retail chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications. Additionally, a significant number of counties and municipalities have also named H.D. Smith, a subsidiary that the Company acquired in January 2018, as a defendant in such lawsuits. 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 filed in federal, state, and other courts, generally

16


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. In April 2018, the Court issued an order creating a litigation track, which includes dispositive motion practice, discovery, and trials in certain bellwether jurisdictions that are scheduled to commence in October 2019. In December 2018, the Court dismissed certain public nuisance claims in the first bellwether cases and allowed the majority of the claims to proceed. On December 31, 2018, the Court issued an order selecting two additional cases for a second bellwether discovery and trial track. The timing of discovery, motion practice, and trials for the second set of bellwether cases has not yet been determined.

The Court has continued to oversee court-ordered settlement discussions with attorneys for the plaintiffs and certain states that it instituted at the beginning of the MDL proceedings. Further, in June 2018, the Court granted a motion permitting the United States, through the DOJ, to participate in settlement discussions and as a friend of the Court by providing information to facilitate non-monetary remedies.

Aside from those parties that have already filed suit, other entities, including additional attorneys general’s offices, counties, and cities in multiple states, have indicated their intent to sue. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits. The Company is not in a position to assess the likely outcome or its exposure, if any, with respect to these matters.

In addition, in September 2017, the Company received a request for documents and information on behalf of attorneys general from a coalition of states who are investigating a number of manufacturers and distributors (including ABDC) regarding the distribution of prescription opioid pain medications. The Company is engaged in discussions with the representatives of the attorneys general regarding this request and has been producing responsive documents. 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 is engaged in discussions with representatives from these government agencies regarding the requests and has been producing responsive documents.

In July 2017, the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the Drug Enforcement Administration ("DEA") served an administrative subpoena requesting documents relating to ABDC's diversion control programs from 2013 to the present. The Company is responding to the 2017 subpoena and continues to engage in dialogue with the USAO-NJ. Subsequent to the 2017 subpoena, the Company also received administrative subpoenas from the U.S. Attorney's Offices for the Eastern District of New York, the District of Colorado, the Northern District of West Virginia, the Western District of Michigan, the Middle District of Florida, and the Eastern District of California. Those subpoenas are substantively similar to the subpoena received from the USAO-NJ in 2017. The Company has been engaged in discussions with the various U.S. Attorney’s Offices and has been producing documents in response to the subpoenas.
Government Enforcement and Related Litigation Matters
Various government agencies, including the FDA, the Consumer Protection Branch of the Civil Division of the DOJ, and state boards of pharmacy, regulate the compounding of pharmaceutical products. The Company’s subsidiary, PharMEDium, operates Section 503B outsourcing facilities that must comply with current Good Manufacturing Practice ("cGMP") requirements and are inspected by the FDA periodically to determine compliance. The FDA and the DOJ have broad enforcement powers, including the authority to enjoin PharMEDium's Section 503B outsourcing facilities from distributing pharmaceutical products.
The Company continues to be in communication with the FDA and the Consumer Protection Branch of the Civil Division of the DOJ regarding the ongoing compliance efforts of PharMEDium and the entry into a consent decree. A consent decree could result in the disruption or suspension of operations at one or more facilities. Violations of a decree could also result in monetary penalties or further enforcement action. The entry into a consent decree is expected to apply to the PharMEDium facilities in Memphis, Tennessee; Dayton, New Jersey; and Sugar Land, Texas; and to the PharMEDium headquarters in Lake Forest, Illinois. The Company currently expects that any such consent decree would permit commercial operations to continue at the Sugar Land and Dayton compounding facilities and administrative operations to continue at the Lake Forest headquarters, subject to the successful completion of certain third-party audits, and would specify requirements, including the completion of a third-party audit, that must be satisfied prior to the resumption of commercial operations at the Memphis facility. The Company cannot predict when the negotiations with the FDA and DOJ will be completed, but currently believes it is likely that a consent decree will be entered into during the fiscal quarter ending June 30, 2019.


17


Additionally, state boards of pharmacy may revoke, limit, or deny approval of licenses required under state law to compound or distribute pharmaceutical products. As a result of reciprocal state actions initiated due to the FDA’s inspectional observations, PharMEDium has suspended shipping of its compounded sterile preparations into several states, either voluntarily, by consent or pursuant to orders of state licensing authorities.
Subpoenas and Ongoing Investigations
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 received a subpoena for information from the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY") relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. The Company engaged in discussions with the USAO-EDNY and produced documents in response to the subpoena. In April 2019, the government informed the Company that it had filed a notice with the U.S. District Court for the Eastern District of New York that it was declining to intervene in a filed qui tam action related to its investigation. To date, the case remains under seal and the Company has not received any communication from counsel for relator(s) regarding whether or not relator(s) will pursue the action independently of the government.

In November 2017, the Company’s subsidiary PharMEDium received a grand jury subpoena for documents from the U.S. Attorney's Office for the Western District of Tennessee ("USAO-WDTN") seeking various documents, including information generally related to the laboratory testing procedures of PharMEDium's products, and more specifically, for PharMEDium products packaged in a certain type of syringe at its Memphis, Tennessee facility. The Company engaged in discussions with the USAO-WDTN and produced documents in response to the subpoena.

Other Contingencies
New York State ("NYS") enacted the Opioid Stewardship Act ("OSA"), which went into effect on July 1, 2018. The OSA established an annual $100 million Opioid Stewardship Fund (the "Fund") and requires manufacturers, distributors, and importers licensed in NYS to ratably source the Fund. The ratable share of the assessment for each licensee was to be based upon opioids sold or distributed to or within NYS. In the fourth quarter of the fiscal year ended September 30, 2018, the Company accrued $22 million as an estimate of its liability under the OSA for opioids distributed from January 1, 2017 through September 30, 2018 and recognized this reserve in Cost of Goods Sold on its Consolidated Statement of Operations and in Accrued Expenses and Other on its Consolidated Balance Sheet as of September 30, 2018. In December 2018, the OSA was ruled unconstitutional by the U.S. District Court for the Southern District of New York, and, as a result, the Company reversed the $22.0 million accrual in the quarter ended December 31, 2018. NYS filed an appeal of the court decision on January 17, 2019; however, the Company does not believe a loss contingency is probable.
Note 11.  Litigation Settlements
 
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. During the three and six months ended March 31, 2019, the Company recognized gains of $52.0 million and $139.3 million, respectively, related to these lawsuits. The Company recognized gains of $0.3 million during the three and six months ended March 31, 2018 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.


18


Note 12.  Fair Value of Financial Instruments
 
The recorded amounts of the Company's cash and cash equivalents, accounts receivable, and accounts payable as of March 31, 2019 and September 30, 2018 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had $1,625.0 million of investments in money market accounts as of March 31, 2019 and had $1,050.0 million of investments in money market accounts as of September 30, 2018. 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 6) and the corresponding fair value as of March 31, 2019 were $4,009.5 million and $3,932.2 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, 2018 were $4,158.5 million and $4,000.1 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.
 
Note 13.  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 revenue for the periods indicated:
 
 
Three months ended
March 31,
 
Six months ended
March 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Pharmaceutical Distribution Services
 
$
41,676,164

 
$
39,453,353

 
$
85,420,545

 
$
78,391,051

Other:
 
 
 
 
 
 
 
 
MWI Animal Health
 
947,293

 
933,003

 
1,901,877

 
1,891,575

Global Commercialization Services
 
718,136

 
661,375

 
1,434,490

 
1,247,754

Total Other
 
1,665,429

 
1,594,378

 
3,336,367

 
3,139,329

Intersegment eliminations
 
(21,991
)
 
(13,873
)
 
(44,858
)
 
(30,190
)
Revenue
 
$
43,319,602

 
$
41,033,858

 
$
88,712,054

 
$
81,500,190

 
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
March 31,
 
Six months ended
March 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Pharmaceutical Distribution Services
 
$
517,034

 
$
489,106

 
$
890,241

 
$
877,288

Other
 
99,879

 
97,055

 
198,813

 
197,330

Intersegment eliminations
 
(249
)
 
171

 
(556
)
 
(236
)
Total segment operating income
 
$
616,664

 
$
586,332

 
$
1,088,498

 
$
1,074,382

 

19


The following reconciles total segment operating income to income before income taxes for the periods indicated:
 
 
Three months ended
March 31,
 
Six months ended
March 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Total segment operating income
 
$
616,664

 
$
586,332

 
$
1,088,498

 
$
1,074,382

Gain from antitrust litigation settlements
 
51,976

 
338

 
139,255

 
338

LIFO credit
 
66,805

 

 
69,834

 

PharMEDium remediation costs
 
(15,897
)
 
(22,506
)
 
(36,392
)
 
(22,506
)
New York State Opioid Stewardship Act
 

 

 
22,000

 

Acquisition-related intangibles amortization
 
(46,594
)
 
(45,295
)
 
(91,746
)
 
(84,351
)
Employee severance, litigation, and other
 
(55,389
)
 
(37,449
)
 
(96,061
)
 
(67,470
)
Impairment of long-lived assets
 
(570,000
)
 

 
(570,000
)
 

Operating income
 
47,565

 
481,420

 
525,388

 
900,393

Other (income) loss
 
(14,494
)
 
29,123

 
(11,397
)
 
29,447

Interest expense, net
 
43,275

 
48,637

 
85,445

 
84,501

Loss on consolidation of equity investments
 

 
42,328

 

 
42,328

Loss on early retirement of debt
 

 

 

 
23,766

Income before income taxes
 
$
18,784

 
$
361,332

 
$
451,340

 
$
720,351

 
Segment operating income is evaluated by the chief operating decision maker ("CODM") of the Company before gain from antitrust litigation settlements; LIFO credit; PharMEDium remediation costs; New York State Opioid Stewardship Act; acquisition-related intangibles amortization; employee severance, litigation, and other; impairment of long-lived assets; other (income) loss; interest expense, net; loss on consolidation of equity investments; and loss on early retirement of debt. Segment measures were adjusted in fiscal 2019 to exclude impairment of long-lived assets as the CODM excludes all such charges in the measurement of segment performance. All corporate office expenses are allocated to the reportable segment level.

The Company incurred remediation costs in connection with the suspended production activities at PharMEDium (see Note 5). These remediation costs are primarily classified in Cost of Goods sold in the Consolidated Statements of Operations. Future remediation costs will also include costs related to remediation activities responsive to FDA inspectional observations generally applicable to all of PharMEDium’s 503B outsourcing facilities, including product stability studies.

The Company recorded a $13.7 million gain on the sale of an equity investment in Other (Income) Loss in the Company's Consolidated Statements of Operations in the three and six months ended March 31, 2019.

The Company recorded a $30.0 million impairment of a non-customer note receivable related to a start-up venture in Other (Income) Loss in the Company's Consolidated Statements of Operations in the three and six months ended March 31, 2018.


    

20


ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto contained herein and in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018.
We are one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. We deliver innovative programs and services designed to increase the effectiveness and efficiency of the pharmaceutical supply chain in both human and animal health. We are organized based upon the products and services we provide to our customers. Our 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 our reportable segment presentation.
Pharmaceutical Distribution Services Segment
The Pharmaceutical Distribution Services reportable segment distributes a comprehensive offering of brand-name, specialty brand-name and generic pharmaceuticals, over-the-counter healthcare products, home healthcare supplies and equipment, outsourced compounded sterile preparations, and related services to a wide variety of healthcare providers, including acute care hospitals and health systems, independent and chain retail pharmacies, mail order pharmacies, medical clinics, long-term care and alternate site pharmacies, and other customers. Through a number of operating businesses, the Pharmaceutical Distribution Services reportable segment provides pharmaceutical distribution (including plasma and other blood products, injectible pharmaceuticals, vaccines, and other specialty pharmaceutical products) and additional services to physicians who specialize in a variety of disease states, especially oncology, and to other healthcare providers, including hospitals and dialysis clinics. Additionally, the Pharmaceutical Distribution Services reportable segment provides data analytics, outcomes research, and additional services for biotechnology and pharmaceutical manufacturers. The Pharmaceutical Distribution Services reportable segment also provides pharmacy management, staffing and additional consulting services, and supply management software to a variety of retail and institutional healthcare providers. Additionally, it delivers packaging solutions to institutional and retail healthcare providers.
Other
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 ("ABCS") and World Courier.
MWI Animal Health ("MWI") is a leading animal health distribution company in the United States and in the United Kingdom. MWI sells pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, and various other products to customers in both the companion animal and production animal markets. Additionally, MWI offers demand-creating sales force services to manufacturers. ABCS, through a number of operating businesses, provides a full suite of integrated manufacturer services that range from clinical trial support to product post-approval and commercialization support. World Courier, which operates in over 50 countries, is a leading global specialty transportation and logistics provider for the biopharmaceutical industry.
    


















21



Executive Summary
 
This executive summary provides highlights from the results of operations that follow:
 
Revenue increased 5.6% and 8.8% from the prior year quarter and six month period, respectively, primarily due to the revenue growth of our Pharmaceutical Distribution Services segment;

Pharmaceutical Distribution Services' gross profit increased 4.3% and 7.3% from the prior year quarter and six month period, respectively, due to the increase in revenue, offset in part by our pharmaceutical compounding operations as it shipped fewer units due to the implementation of certain remedial measures at our operational PharMEDium locations. Gross profit in the current six month period was also favorably impacted by the January 2018 consolidation of Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), a leading pharmaceutical wholesaler in Brazil (see Note 2 of the Notes to Consolidated Financial Statements), and the January 2018 acquisition of H.D. Smith, and was further negatively impacted by our pharmaceutical compounding operations as production at the Memphis, Tennessee facility has been suspended since December 2017 (see Notes 5 and 13 of the Notes to Consolidated Financial Statements). Gross profit in Other was relatively flat compared to the prior year quarter and six month period. Total gross profit in the current year quarter and six month period was favorably impacted by increases in gains from antitrust litigation settlements and last-in, first-out ("LIFO") credits in the current year periods. The current year six month period was also favorably impacted by the reversal of a previously-estimated assessment related to the New York State Opioid Stewardship Act;

Distribution, selling, and administrative expenses increased 1.7% and 9.2% from the prior year quarter and six month period, respectively, primarily due to the January 2018 consolidation of Profarma, the January 2018 acquisition of H.D. Smith, and due to the increase in revenue;

Operating income decreased 90.1% and 41.6% in the current year quarter and six month period primarily due to a $570.0 impairment of PharMEDium's long-lived assets (see Note 5 of the Notes to Consolidated Financial Statements), offset in part by increases in gains from antitrust litigation settlements and LIFO credits;

Our effective tax rates were (49.5)% and 7.0% for the quarter and six month period ended March 31, 2019, respectively. Our effective tax rates were 21.9% and (58.8)% for the quarter and six month period ended March 31, 2018, respectively. The effective tax rate in the quarter ended March 31, 2019 was primarily impacted by the $570.0 million impairment of long-lived assets (see Note 5 of the Notes to Consolidated Financial Statements), which changed the mix of domestic and international income. The effective tax rate in the six month period ended March 31, 2019 was also impacted by a $37.0 million decrease to the Company's transition tax related to the Tax Cuts and Jobs Act (the "2017 Tax Act"). The effective tax rate in the six month period ended March 31, 2018 was primarily impacted by the effect of the 2017 Tax Act. Our effective tax rates for all periods reported herein were favorably impacted by the Company's international businesses in Switzerland and Ireland, which have lower income tax rates, and the benefit from stock option exercises and restricted stock vesting; and

Net income and earnings per share were significantly lower in the current year quarter and six month period primarily due to the $570.0 million impairment of long-lived assets and the significant income tax benefit recognized in the prior year six month period as a result of the 2017 Tax Act.

22


Results of Operations
 
Revenue
 
 
Three months ended
March 31,
 
 
 
Six months ended
March 31,
 
 
(dollars in thousands)
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
Pharmaceutical Distribution    Services
 
$
41,676,164

 
$
39,453,353

 
5.6%
 
$
85,420,545

 
$
78,391,051

 
9.0%
Other:
 
 
 
 
 
 
 
 
 
 
 
 
MWI Animal Health
 
947,293

 
933,003

 
1.5%
 
1,901,877

 
1,891,575

 
0.5%
Global Commercialization    Services
 
718,136

 
661,375

 
8.6%
 
1,434,490

 
1,247,754

 
15.0%
Total Other
 
1,665,429

 
1,594,378

 
4.5%
 
3,336,367

 
3,139,329

 
6.3%
Intersegment eliminations
 
(21,991
)
 
(13,873
)
 
 
 
(44,858
)
 
(30,190
)
 
 
Revenue
 
$
43,319,602

 
$
41,033,858

 
5.6%
 
$
88,712,054

 
$
81,500,190

 
8.8%
  
We currently expect our revenue growth percentage to be in the mid-single digits in fiscal 2019. Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization, the introduction of new, innovative brand therapies (including biosimilars), the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs, price inflation and price deflation, general economic conditions in the United States, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, and changes in government rules and regulations.

Revenue increased by 5.6% and 8.8% from the prior year quarter and six month period, respectively, primarily due to the revenue growth in our Pharmaceutical Distribution Services segment.

The Pharmaceutical Distribution Services segment's revenue grew by 5.6% and 9.0% from the prior year quarter and six month period, respectively, primarily due to the growth of some of its largest customers, continued strong specialty product sales, and overall market growth. In addition, revenue increased in the current year six month period due to the January 2018 consolidation of Profarma and the January 2018 acquisition of H.D. Smith.
 
Revenue in Other increased 4.5% and 6.3% from the prior year quarter and six month period, respectively. The increase from the prior year quarter was primarily due to ABCS's growth in its Canadian operations and growth at World Courier and MWI. The increase from the prior year six month period was primarily due to ABCS's growth in its Canadian operations, the January 2018 consolidation of the specialty joint venture in Brazil, and growth at World Courier and MWI.

A number of our contracts with customers, including group purchasing organizations, are typically subject to expiration each year. We may lose a significant customer if an existing contract with such customer expires without being extended, renewed, or replaced. During the six months ended March 31, 2019, no significant contracts expired. Over the next twelve months, there are no significant contracts scheduled to expire. Additionally, from time to time, significant contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates. If those contracts are extended, renewed, or replaced at less favorable terms, they may also negatively impact our revenue, results of operations, and cash flows.
 

23


Gross Profit
 
 
Three months ended
March 31,
 
 
 
Six months ended
March 31,
 
 
(dollars in thousands)
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
Pharmaceutical Distribution Services
 
$
992,101

 
$
951,178

 
4.3%
 
$
1,870,565

 
$
1,743,717

 
7.3%
Other
 
326,457