ABC 10-K Annual Report Sept. 30, 2019 | Alphaminr
AMERISOURCEBERGEN CORP
ALPHAMINR

ABC 10-K Fiscal year ended Sept. 30, 2019

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AMERISOURCEBERGEN CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. Acquisitions and InvestmentsNote 3. Variable Interest EntityNote 4. Income TaxesNote 5. Goodwill and Other Intangible AssetsNote 6. DebtNote 7. Stockholders' Equity and Weighted Average Common Shares OutstandingNote 8. Related Party TransactionsNote 9. Retirement and Other Benefit PlansNote 10. Share-based CompensationNote 11. Lease CommitmentsNote 12. Employee Severance, Litigation, and OtherNote 13. Legal Matters and ContingenciesNote 14. Litigation SettlementsNote 15. Business Segment InformationNote 16. Fair Value Of Financial InstrumentsNote 17. Quarterly Financial Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Registrant, dated as of March4, 2010, as amended by the Certificate of Amendment dated as of February17, 2011, the Certificate of Amendment dated as of March6, 2014 and the Certificate of Amendment dated as of March 2, 2017 (incorporated by reference to Exhibit3.1 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended March31, 2017). 3.2 Amended and Restated Bylaws of the Registrant, dated as of March 2, 2017 (incorporated by reference to Exhibit3.2 to the Registrant's Current Report on Form8-K filed on March 8, 2017). 4.1 Indenture, dated as of November19, 2009, between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit4.1 to the Registrant's Current Report on Form8-K filed on November23, 2009). 4.2 Second Supplemental Indenture, dated as of November14, 2011, between the Registrant and U.S. Bank National Association, as trustee, related to Registrant's 3.500% Senior Notes due 2021 (incorporated by reference to Exhibit4.1 to the Registrant's Current Report on Form8-K filed on November14, 2011). 4.3 Form of 3.500% Senior Notes due 2021 (incorporated by reference to ExhibitA to Second Supplemental Indenture, dated as of November14, 2011, between the Registrant and U.S. Bank National Association, as trustee, related to Registrant's 3.500% Senior Notes due 2021, which is filed as Exhibit4.1 to the Registrant's Current Report on Form8-K filed on November14, 2011). 4.4 Fourth Supplemental Indenture, dated as of May22, 2014, between the Registrant and U.S. Bank National Association, as trustee, related to Registrant's 3.400% Senior Notes due 2024 (incorporated by reference to Exhibit4.2 to the Registrant's Current Report on Form8-K filed on May22, 2014). 4.5 Form of 3.400% Senior Notes due 2024 (incorporated by reference to ExhibitA to Fourth Supplemental Indenture, dated as of May22, 2014, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.400% Senior Notes due 2024, which is filed as Exhibit4.2 to the Registrant's Current Report on Form8-K filed on May22, 2014). 4.6 Fifth Supplemental Indenture, dated as of February20, 2015, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit4.1 to the Registrant's Current Report on Form8-K filed on February20, 2015). 4.7 Form of 3.250% Senior Notes due 2025 (incorporated by reference to ExhibitA to Fifth Supplemental Indenture, dated as of February20, 2015 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.250% Senior Notes due 2025, which is filed as Exhibit4.1 to the Registrant's Current Report on Form8-K filed on February20, 2015). 4.8 Sixth Supplemental Indenture, dated as of February20, 2015, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.250% Senior Notes due 2045 (incorporated by reference to Exhibit4.2 to the Registrant's Current Report on Form8-K filed on February20, 2015). 4.9 Form of 4.250% Senior Notes due 2045 (incorporated by reference to ExhibitA to Sixth Supplemental Indenture, dated as of February20, 2015 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.250% Senior Notes due 2045, which is filed as Exhibit4.2 to the Registrant's Current Report on Form8-K filed on February20, 2015). 4.10 Seventh Supplemental Indenture, dated as of December 4, 2017, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit4.1 to the Registrant's Current Report on Form8-K filed on December 5, 2017). 4.11 Form of 3.450% Senior Notes due 2027 (incorporated by reference to ExhibitA to Seventh Supplemental Indenture, dated as of December 4, 2017 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 3.450% Senior Notes due 2027, which is filed as Exhibit4.1 to the Registrant's Current Report on Form8-K filed on December 5, 2017). 4.12 Eighth Supplemental Indenture, dated as of December 4, 2017, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.300% Senior Notes due 2047 (incorporated by reference to Exhibit4.2 to the Registrant's Current Report on Form8-K filed on December 5, 2017). 4.13 Form of 4.300% Senior Notes due 2047 (incorporated by reference to ExhibitA to Eighth Supplemental Indenture, dated as of December 4, 2017 between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.250% Senior Notes due 2047, which is filed as Exhibit4.2 to the Registrant's Current Report on Form8-K filed on December 5, 2017). 4.14 Description of the Registrant's Securities 10.1 Framework Agreement, dated as of March18, 2013, by and among the Registrant, WalgreenCo. and Alliance BootsGmbH (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on March20, 2013). 10.2 Shareholders Agreement, dated as of March18, 2013, by and among the Registrant, WalgreenCo. and Alliance BootsGmbH (incorporated by reference to Exhibit10.2 to the Registrant's Current Report on Form8-K filed on March20, 2013). 10.3 AmerisourceBergen Corporation 2001 Non-Employee Directors' Stock Option Plan, as amended as of November9, 2005 (incorporated by reference to Exhibit10.17 to the Registrant's Annual Report on Form10-K for the fiscal year ended September30, 2005). 10.4 AmerisourceBergen Corporation 2001 Deferred Compensation Plan, as amended and restated as of November24, 2008 (incorporated by reference to Exhibit10.19 to the Registrant's Annual Report on Form10-K for the fiscal year ended September30, 2008). 10.5 AmerisourceBergen Corporation Equity Incentive Plan, as amended and restated as of January 1, 2011(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 25, 2013). 10.6 Form of Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013). 10.7 AmerisourceBergen Corporation Amended and Restated Employee Stock Purchase Plan, as amended and restated on March 2, 2018 (incorporated by reference to Exhibit10.1 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended March 31, 2018). 10.8 AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of March 3, 2016 (incorporated by reference to Exhibit99.2 to the Registrant's Current Report on Form 8-K filed on March 9, 2016). 10.9 AmerisourceBergen Corporation Benefit Restoration Plan, as amended and restated as of December1, 2013 (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on December5, 2013). 10.10 AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on March10, 2014). 10.11 Form of Restricted Stock Unit Agreement to Non-Employee Director under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit10.3 to the Registrant's Current Report on form8-K filed on March10, 2014). 10.12 Form of 2014 Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on March 10, 2014). 10.13 Form of 2014 Restricted Stock Unit Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on March 10, 2014). 10.14 Form of 2014 Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on March 10, 2014). 10.15 Form of 2019 Nonqualified Stock Option Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit10.7 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018). 10.16 Form of 2019 Restricted Stock Unit Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit10.8 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended December 31, 2018). 10.17 Form of 2019 Performance Share Award Agreement to Employee under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit10.9 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended December 31, 2018). 10.18 AmerisourceBergen Corporation Financial Recoupment Policy (incorporated by reference to Exhibit 10.10 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018). 10.19 Amended and Restated Employment Agreement, dated as of January 11, 2019, between the Company and Steven H. Collis (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 11, 2019). 10.20 Amended and Restated Employment Agreement, dated as of January 11, 2019, between the Company and John G. Chou (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on January 11, 2019). 10.21 Form of Employment Agreement applicable to executive officers (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on January 11, 2019. 10.22 Employment Agreement, dated as of May10, 2012, between the Registrant and Tim G. Guttman (incorporated by reference to Exhibit10.21 to the Registrant's Annual Report on Form10-K for the fiscal year ended September30, 2012). 10.23 Receivables Sale Agreement between AmerisourceBergen Drug Corporation, as originator, and AmeriSource Receivables Financial Corporation, as buyer, dated as of July10, 2003 (incorporated by reference to Exhibit10.2 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended March31, 2010). 10.24 First Amendment to Receivables Sale Agreement, dated as of April29, 2010, by and between AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation as originator (incorporated by reference to Exhibit99.2 to the Registrant's Current Report on Form8-K filed on May5, 2010). 10.25 Second Amendment to Receivables Sales Agreement, dated as of April28, 2011, between AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit10.2 to the Registrant's Current Report on Form8-K filed on May4, 2011). 10.26 Third Amendment to Receivables Sale Agreement, dated as of October28, 2011, between AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit10.2 to the Registrant's Current Report on Form8-K filed on October28, 2011). 10.27 Omnibus Amendment, dated November4, 2015 to (i)the Amended and Restated Receivables Purchase Agreement, dated as of April29, 2010, as amended, among AmeriSource Receivables Financial Corporation, as Seller, AmerisourceBergen Drug Corporation, as Servicer, the Purchaser Agents and Purchasers party thereto and The Bank of Tokyo-Mitsubishi UFJ,Ltd., New York Branch, as Administrator and (ii)the Receivables Sale Agreement, dated as of July10, 2003, as amended, among AmeriSource Receivables Financial Corporation as Buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit10.1 to the Registrants Current Report on Form8-K filed on November4, 2015). 10.28 Fifth Amendment to Receivables Sale Agreement, dated as of June 21, 2016, among AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on June 23, 2016). 10.29 Amended and Restated Receivables Purchase Agreement, dated as of April29, 2010, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the various purchaser groups party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit99.1 to the Registrant's Current Report on Form8-K filed on May5, 2010). 10.30 First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April28, 2011, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on May4, 2011). 10.31 Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October28, 2011, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, servicer, the purchaser agents and purchasers party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit10.3 to the Registrant's Current Report on Form8-K filed on October28, 2011). 10.32 Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November16, 2012, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and Bank of America, National Association, as administrator (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on November21, 2012). 10.33 Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of January16, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and the Bank of Tokyo-Mitsubishi UFJ,Ltd., New York Branch, as administrator (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on form8-K filed on January17, 2013). 10.34 Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June28, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and the Bank of Tokyo-Mitsubishi UFJ,Ltd., New York Branch, as administrator (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on July3, 2013). 10.35 Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October7, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, Market Street FundingLLC, as assignor, PNC Bank, National Association, as assignee, and the Bank of Tokyo-Mitsubishi UFJ,LTD., New York Branch, as administrator (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on October10, 2013). 10.36 Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July17, 2014, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto and the Bank of Tokyo-Mitsubishi UFJ,Ltd., New York Branch, as Administrator (incorporated by reference to Exhibit10.1 to the Registrant's Current Report on Form8-K filed on July22, 2014). 10.37 Eighth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of December5, 2014, by and among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and The Bank of Tokyo-Mitsubishi UFJ,Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form8-K filed on December8, 2014). 10.38 Tenth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 21, 2016, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, Working Capital Management Co., LP, as assignor, Advantage Asset Securitization Corp., Mizuho Bank, Ltd., as assignee, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on June 23, 2016). 10.39 Eleventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2016, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on November 22, 2016). 10.40 Twelfth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of December 18, 2017, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2017). 10.41 Thirteenth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 31, 2018, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrator (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on November 6, 2018). 10.42 Fourteenth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2019, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on September 23, 2019). 10.43 Amended and Restated Performance Undertaking, dated as of December2, 2004, executed by the Registrant, as performance guarantor, in favor of AmeriSource Receivables Financial Corporation, as recipient (incorporated by reference to Exhibit10.31 to the Registrant's Annual Report on Form10-K for the fiscal year ended September30, 2011). 10.44 First Amendment to Amended and Restated Performance Undertaking Agreement, dated as of April28, 2011, executed by the Registrant, as performance guarantor (incorporated by reference to Exhibit10.3 to the Registrant's Current Report on Form8-K filed on May4, 2011). 10.45 Second Amendment to Amended and Restated Performance Undertaking Agreement, dated as of December 18, 2017, executed by the Registrant, as performance guarantor (incorporated by reference to Exhibit10.3 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended December 31, 2017). 10.46 Third Amendment to Amended and Restated Performance Undertaking Agreement, dated as of September 18, 2019, executed by AmerisourceBergen Corporation, as performance guarantor (incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on September 23, 2019). 10.47 Eighth Amendment and Restatement Agreement, dated as of September 18, 2019, among AmerisourceBergen Corporation, the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 23, 2019). 10.48 Revolving Credit Note, dated as of March8, 2013, between the Registrant and Citizens Bank of Pennsylvania (incorporated by reference to Exhibit10.4 to the Registrant's Quarterly Report on Form10-Q for the quarter ended March31, 2013). 10.49 First Amendment to Line of Credit Note, dated as of April4, 2014, between the Registrant and Citizens Bank of Pennsylvania (incorporated by reference to Exhibit10.1 to the Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended June30, 2014). 10.50 Term Credit Agreement, dated as of October 31, 2018, among AmerisourceBergen Corporation, the lenders party thereto and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on November 6, 2018). 10.51 First Amendment to the Term Credit Agreement, dated as of September 18, 2019, among AmerisourceBergen Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on September 23, 2019). 21 Subsidiaries of the Registrant. 23 Consent of Ernst& YoungLLP, Independent Registered Public Accounting Firm. 31.1 Rule13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31.2 Rule13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32 Section1350 Certifications of the Chief Executive Officer and Chief Financial Officer.