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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AmerisourceBergen Corp | NYSE:ABC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 179.98 | 0 | 01:00:00 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended September 30, 2016
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission
File Number
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Registrant, State of Incorporation
Address and Telephone Number
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I.R.S. Employer
Identification Number
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1-16671
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AmerisourceBergen Corporation
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23-3079390
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(a Delaware Corporation)
1300 Morris Drive
Chesterbrook, PA 19087-5594
610-727-7000
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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•
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Optimize and Grow Our Pharmaceutical Distribution and Service Businesses.
We believe we are well-positioned in size and market breadth to continue to grow our distribution business as we invest to improve our operating and capital efficiencies. Distribution anchors our growth and position in the pharmaceutical supply channel, as we provide superior distribution services and deliver value-added solutions, which improve the efficiency and competitiveness of both healthcare providers and pharmaceutical manufacturers, thus allowing the pharmaceutical supply channel to better deliver healthcare to patients.
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Optimize and Grow Our Specialty Distribution and Service Businesses.
Our specialty pharmaceuticals business has a significant presence in this growing part of the pharmaceutical supply channel. With distribution and value-added services to physicians and other healthcare providers, including hospitals and dialysis clinics, our specialty pharmaceuticals business is a well-developed platform for growth. We are a leader in distribution and services to community oncologists and have leading positions in other physician-administered products. We also distribute plasma and other blood products, injectible pharmaceuticals, and vaccines. Additionally, we are well-positioned to service and support many of the new biotechnology therapies that will be coming to market in the near future. We continue to seek opportunities to expand our offerings in specialty distribution and services.
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Optimize and Grow Our Manufacturer Services Businesses.
Our consulting service businesses help global pharmaceutical and biotechnology manufacturers commercialize their products in the channel. We believe we are the largest provider of reimbursement services that assist pharmaceutical companies in supporting access to branded drugs. We also provide outcomes research, contract field staffing, patient assistance and copay assistance programs, adherence programs, risk mitigation services, and other market access programs to pharmaceutical companies. World Courier Group, Inc. ("World Courier"), is a leading global specialty transportation and logistics provider for the biopharmaceutical industry. World Courier further strengthens our service offerings to global pharmaceutical manufacturers and provides an established platform for the introduction of our specialty services outside North America. We continue to seek opportunities to expand our offerings in consulting and other services.
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Optimize and Grow Our Animal Health Distribution and Service Business.
In February 2015, we acquired MWI Veterinary Supply, Inc. ("MWI"), 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. MWI also offers its customers a variety of value-added services, including its e-commerce platform, technology management systems, pharmacy fulfillment, inventory management system, equipment procurement consultation, special order fulfillment, and educational seminars, which we believe closely integrate MWI with its customers' day-to-day operations and provide them with meaningful incentives to continue doing business with MWI. We continue to seek opportunities to expand our offerings in animal health distribution and services.
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•
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Divestitures.
In order to allow us to concentrate on our strategic focus areas of pharmaceutical distribution and related services and specialty pharmaceutical distribution and related services, we have divested certain non-core businesses and may, from time to time, consider additional divestitures.
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Name
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Age
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Current Position with the Company
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Steven H. Collis
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55
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Chairman, President, and Chief Executive Officer
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John G. Chou
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60
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Executive Vice President and General Counsel
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Gina K. Clark
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59
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Executive Vice President and Chief Marketing Officer
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James F. Cleary, Jr.
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53
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Executive Vice President and President, MWI Veterinary Supply
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Dale Danilewitz
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54
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Executive Vice President and Chief Information Officer
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James D. Frary
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44
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Executive Vice President and President, AmerisourceBergen Specialty Group
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Kathy H. Gaddes
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53
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Executive Vice President and Chief Human Resources Officer
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Tim G. Guttman
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57
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Executive Vice President and Chief Financial Officer
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Peyton R. Howell
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49
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Executive Vice President and President, Global Sourcing & Manufacturer Relations
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Robert P. Mauch
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49
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Executive Vice President and President, AmerisourceBergen Drug Corporation
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Sun Park
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40
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Executive Vice President, Strategy and Development
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High
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Low
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||||
Fiscal Year Ended September 30, 2016
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First Quarter
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$
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105.02
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$
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92.71
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Second Quarter
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$
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103.36
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$
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83.62
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Third Quarter
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$
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91.89
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$
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73.66
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Fourth Quarter
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$
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89.89
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$
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80.16
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Fiscal Year Ended September 30, 2015
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First Quarter
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$
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92.56
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$
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75.02
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Second Quarter
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$
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113.89
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$
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89.69
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Third Quarter
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$
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115.48
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$
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106.10
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Fourth Quarter
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$
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114.95
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$
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94.99
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Period
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Total Number
of Shares
Purchased
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Average
Price
Paid Per
Share
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Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs
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Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Programs
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||||||
October 1 to October 31
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1,275,000
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$
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93.00
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1,275,000
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$
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2,431,828,347
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November 1 to November 30
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190,135
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$
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95.88
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—
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$
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2,431,828,347
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December 1 to December 31
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—
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$
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—
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—
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$
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2,431,828,347
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January 1 to January 31
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1,063,260
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$
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94.04
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1,063,260
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$
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2,331,837,825
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February 1 to February 29
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1,332,084
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$
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52.66
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1,332,084
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$
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2,261,694,960
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March 1 to March 31
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3,255,981
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$
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52.66
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3,255,981
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$
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2,090,234,575
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April 1 to April 30
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8,431,508
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$
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54.54
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8,431,508
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$
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1,630,408,114
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May 1 to May 31
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1,368,588
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$
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75.28
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1,360,807
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$
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2,103,533,257
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June 1 to June 30
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10,671
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$
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73.63
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10,149
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$
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2,102,787,504
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July 1 to July 31
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33
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$
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81.92
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—
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$
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2,102,787,504
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August 1 to August 31
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12,049,393
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$
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60.38
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12,013,456
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$
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1,378,434,875
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September 1 to September 30
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6,020,480
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$
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86.18
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6,020,480
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$
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859,615,476
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Total
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34,997,133
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$
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65.39
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34,762,725
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(a)
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In August 2013, the Company announced a program to purchase up to $750 million of its outstanding shares of Common Stock, subject to market conditions. During the six months ended March 31, 2016, the Company purchased
1.1 million
shares of its Common Stock for a total of
$100.0 million
under this program. In May 2016, the Company's board of directors authorized a new share purchase program that, together with availability remaining under the existing August 2013 share repurchase program, permits the Company to purchase up to
$750 million
of its outstanding shares of Common Stock, subject to market conditions. In September 2016, the Company entered into an Accelerated Share Repurchase ("ASR") transaction with a financial institution and paid
$400.0 million
for the delivery of
4.5 million
shares of its Common Stock. The initial payment of
$400.0 million
funded stock purchases of
$380.0 million
and a share holdback of
$20.0 million
. The ASR transaction was settled in November 2016, at which time the financial institution delivered an additional
0.5 million
shares of the Company's Common Stock. The number of shares ultimately received was based on the volume-weighted average price of the Company's Common Stock during the term of the ASR. The Company applied the
$400.0 million
ASR to the May 2016 share repurchase program. In addition to the ASR transaction, the Company purchased
2.9 million
shares of its Common Stock for a total of
$231.2 million
under the May 2016 program. The Company had
$118.8 million
of availability remaining under this share repurchase program as of
September 30, 2016
.
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(b)
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In September 2015, the Company announced a special program to purchase up to $2.4 billion of its outstanding shares of Common Stock, subject to market conditions. During the fiscal year ended September 30, 2016, the Company purchased
26.3 million
shares of its Common Stock for a total of
$1,535.1 million
under this program. The Company had
$740.9 million
of availability remaining under this special share repurchase program as of
September 30, 2016
. However, this availability will not be utilized subsequent to September 30, 2016 as the earnings per share dilution effect of the Warrants was fully mitigated by the Company concurrent with the August 2016 exercise of the 2017 Warrants (see Note 9 of the Notes to Consolidated Financial Statements); therefore, the availability under the Company's share repurchase programs was limited to
$118.8 million
as of
September 30, 2016
.
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(c)
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Employees surrendered 234,408 shares during the fiscal year ended
September 30, 2016
to meet minimum tax-withholding obligations upon vesting of restricted stock.
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As of or for the Fiscal Year Ended September 30,
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||||||||||||||||||
(Amounts in thousands, except per share amounts)
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2016(a)
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2015(b)
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2014(c)
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2013(d)
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2012(e)
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||||||||||
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(As Revised)
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(As Revised)
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(As Revised)
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(As Revised)
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||||||||||
Statement of Operations Data:
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|||||
Revenue
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$
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146,849,686
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$
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135,961,803
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$
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119,569,127
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$
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87,959,167
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$
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78,080,806
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Gross profit
|
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4,272,606
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|
|
3,529,313
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2,982,366
|
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2,507,819
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2,634,686
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|||||
Operating expenses
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|
2,746,832
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|
|
3,107,093
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|
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2,200,275
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|
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1,605,417
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1,327,483
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|||||
Operating income
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1,525,774
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|
422,220
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782,091
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|
902,402
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1,307,203
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|||||
Interest expense, net
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139,912
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109,036
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83,634
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80,326
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|
98,452
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|
|||||
Income (loss) from continuing operations
|
|
1,427,929
|
|
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(138,165
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)
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281,776
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491,901
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759,910
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|||||
Net income (loss)
|
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1,427,929
|
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(138,165
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)
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|
274,230
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|
|
432,173
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|
|
717,535
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|||||
Earnings per share from continuing operations — diluted
|
|
$
|
6.32
|
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$
|
(0.63
|
)
|
|
$
|
1.20
|
|
|
$
|
2.09
|
|
|
$
|
2.96
|
|
Earnings per share — diluted
|
|
$
|
6.32
|
|
|
$
|
(0.63
|
)
|
|
$
|
1.16
|
|
|
$
|
1.84
|
|
|
$
|
2.79
|
|
Cash dividends declared per common share
|
|
$
|
1.36
|
|
|
$
|
1.16
|
|
|
$
|
0.94
|
|
|
$
|
0.84
|
|
|
$
|
0.52
|
|
Weighted average common shares outstanding — diluted
|
|
225,959
|
|
|
217,786
|
|
|
235,405
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|
|
235,345
|
|
|
256,903
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|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
2,741,832
|
|
|
$
|
2,167,442
|
|
|
$
|
1,808,513
|
|
|
$
|
1,231,006
|
|
|
$
|
1,066,608
|
|
Accounts receivable, net
|
|
9,175,876
|
|
|
8,222,951
|
|
|
6,312,883
|
|
|
6,051,920
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|
|
3,784,619
|
|
|||||
Merchandise inventories
|
|
10,723,920
|
|
|
9,755,094
|
|
|
8,593,852
|
|
|
6,981,494
|
|
|
5,472,010
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|||||
Property and equipment, net
|
|
1,530,682
|
|
|
1,192,510
|
|
|
1,044,831
|
|
|
907,562
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|
|
850,795
|
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|||||
Total assets
|
|
33,656,200
|
|
|
27,962,982
|
|
|
21,677,432
|
|
|
19,022,639
|
|
|
15,549,367
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|||||
Accounts payable
|
|
23,926,320
|
|
|
20,886,439
|
|
|
15,592,834
|
|
|
13,335,792
|
|
|
9,492,589
|
|
|||||
Long-term debt, including current portion
|
|
4,205,402
|
|
|
3,493,048
|
|
|
1,995,632
|
|
|
1,396,606
|
|
|
1,395,931
|
|
|||||
Stockholders' equity
|
|
2,129,404
|
|
|
616,386
|
|
|
1,943,043
|
|
|
2,308,143
|
|
|
2,444,774
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
33,656,200
|
|
|
$
|
27,962,982
|
|
|
$
|
21,677,432
|
|
|
$
|
19,022,639
|
|
|
$
|
15,549,367
|
|
(a)
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Includes $367.2 million of Warrants income, net of income tax benefit of $507.5 million, $120.9 million of LIFO expense, net of income tax benefit of $79.3 million, an $80.8 million gain from antitrust litigation settlements, net of income tax expense of $53.0 million, $62.1 million of employee severance, litigation, and other costs, net of income tax benefit of $40.8 million, and a $28.7 million pension settlement charge, net of income tax benefit of $18.9 million.
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(b)
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Includes $887.5 million of Warrants expense, net of income tax benefit of $25.3 million, $336.2 million of LIFO expense, net of income tax benefit of $206.6 million, a $40.6 million gain from antitrust litigation settlements, net of income tax expense of $24.9 million, a $30.6 million impairment charge on an equity investment, with no income tax benefit, and $23.5 million of employee severance, litigation, and other costs, net of income tax benefit of $14.4 million.
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(c)
|
Includes $397.5 million of Warrants expense, net of income tax benefit of $25.2 million, $214.6 million of LIFO expense, net of income tax benefit of $133.4 million, $20.3 million of loss on early retirement of debt, net of income tax benefit of $12.7 million, a $15.1 million gain from antitrust litigation settlements, net of income tax expense of $9.3 million, and $5.1 million of employee severance, litigation, and other costs, net of income tax benefit of $3.1 million.
|
(d)
|
Includes $169.8 million of LIFO expense, net of income tax benefit of $107.2 million, $76.3 million of Warrants expense, net of income tax benefit of $13.7 million, $14.7 million of employee severance, litigation, and other costs, net of income tax benefit of $8.8 million, and a $14.3 million gain from antitrust litigation settlements, net of income tax expense of $8.6 million.
|
(e)
|
Includes $26.5 million of employee severance, litigation, and other costs, net of income tax benefit of $17.6 million, a $9.1 million gain from antitrust litigation settlements, net of income tax expense of $5.7 million, and $0.4 million of LIFO expense, net of income tax benefit of $0.3 million.
|
•
|
Revenue
increased
8.0%
from the prior fiscal year as a result of ABDC's increased sales of brand and generic products and the strong revenue growth of ABSG. The addition of MWI, which was acquired in February 2015, also contributed to the revenue growth in the current fiscal year;
|
•
|
Pharmaceutical Distribution gross profit
increased
2.9%
from the prior fiscal year as the result of the contribution from our recent PharMEDium acquisition and segment revenue growth. Gross profit growth in the current fiscal year benefited from the incremental income from ABDC's participation in the WBA global sourcing arrangement and was adversely impacted by lower generic price appreciation, an increase in generic price deflation, and contract renewals with the Department of Defense ("DOD"), a significant GPO customer, and Kaiser Permanente ("Kaiser"), at less favorable terms;
|
•
|
Total gross profit
increased
21.1%
from the prior fiscal year primarily due to the addition of MWI, a
reduction
in LIFO expense, which was
$200.2 million
in the current fiscal year in comparison to
$542.8 million
in the prior fiscal year, and
an increased
gain from antitrust litigation settlements, which was
$133.8 million
in the current fiscal year in comparison to
$65.5 million
in the prior fiscal year;
|
•
|
Distribution, selling, and administrative expenses
increased
9.6%
from the prior fiscal year, primarily due to the addition of MWI, and to a lesser extent, PharMEDium;
|
•
|
Total operating expenses were impacted by Warrants. Warrants expense was
$140.3 million
in the current fiscal year compared
$912.7 million
in the prior fiscal year. Warrants expense
decreased
significantly from the prior fiscal year primarily due to the decline in our stock price since
September 30, 2015
. Amortization expense
increased
$96.0 million
from the prior fiscal year primarily due to the amortization of intangible assets originating from the PharMEDium and MWI acquisitions. We incurred significantly more employee severance costs in the current fiscal year due to an initiative to improve operating efficiency, and we also incurred a settlement charge during the current fiscal year in connection with the final settlement of our salaried defined benefit pension plan;
|
•
|
Total segment operating income
increased
by
6.6%
compared to the prior fiscal year, primarily due to the additions of MWI and PharMEDium; and
|
•
|
Income taxes were a benefit of
$37.0 million
in the current fiscal year as compared to an expense of
$407.1 million
in the prior fiscal year. In November 2015, we received a private letter ruling from the Internal Revenue Service ("IRS"), which entitles us to an income tax deduction equal to the fair value of the Warrants on the date of exercise. As a result, we recorded a deferred tax asset and recognized a tax benefit adjustment of approximately
$456 million
, which represented the estimated benefit from the tax deduction for the increase in the fair value of the Warrants from the issuance date through September 30, 2015. This tax benefit adjustment had a significant impact to our effective tax rate in the fiscal year ended
September 30, 2016
. In March 2016 and August 2016, the Warrants were exercised by WBA, and an additional tax benefit of approximately
$52 million
was recognized primarily related to the change in the fair value of the Warrants from September 30, 2015 to their respective exercise dates in fiscal 2016. Our income tax rate was also favorably impacted in fiscal 2016 due to the growth of our international service offerings.
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|
|
Fiscal year ended
September 30,
|
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|
||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
Change
|
||||
Pharmaceutical Distribution
|
|
$
|
140,731,224
|
|
|
$
|
131,480,550
|
|
|
7.0%
|
Other
|
|
6,386,917
|
|
|
4,772,178
|
|
|
33.8%
|
||
Intersegment eliminations
|
|
(268,455
|
)
|
|
(290,925
|
)
|
|
(7.7)%
|
||
Revenue
|
|
$
|
146,849,686
|
|
|
$
|
135,961,803
|
|
|
8.0%
|
|
|
Fiscal year ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
Change
|
||||
Pharmaceutical Distribution
|
|
$
|
3,233,283
|
|
|
$
|
3,141,053
|
|
|
2.9%
|
Other
|
|
1,105,899
|
|
|
865,574
|
|
|
27.8%
|
||
Intersegment eliminations
|
|
(104
|
)
|
|
—
|
|
|
|
||
Gain from antitrust litigation settlements
|
|
133,758
|
|
|
65,493
|
|
|
|
||
LIFO expense
|
|
(200,230
|
)
|
|
(542,807
|
)
|
|
|
||
Gross profit
|
|
$
|
4,272,606
|
|
|
$
|
3,529,313
|
|
|
21.1%
|
|
|
Fiscal year ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
Change
|
||||
|
|
|
|
(As Revised)
|
|
|
||||
Distribution, selling, and administrative
|
|
$
|
2,091,237
|
|
|
$
|
1,907,840
|
|
|
9.6%
|
Depreciation and amortization
|
|
364,735
|
|
|
248,635
|
|
|
46.7%
|
||
Warrants expense
|
|
140,342
|
|
|
912,724
|
|
|
|
||
Employee severance, litigation, and other
|
|
102,911
|
|
|
37,894
|
|
|
|
||
Pension settlement
|
|
47,607
|
|
|
—
|
|
|
|
||
Total operating expenses
|
|
$
|
2,746,832
|
|
|
$
|
3,107,093
|
|
|
|
|
|
Fiscal year ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
Change
|
||||
|
|
|
|
(As Revised)
|
|
|
||||
Pharmaceutical Distribution
|
|
$
|
1,688,055
|
|
|
$
|
1,649,741
|
|
|
2.3%
|
Other
|
|
342,416
|
|
|
254,506
|
|
|
34.5%
|
||
Intersegment eliminations
|
|
(103
|
)
|
|
—
|
|
|
|
||
Total segment operating income
|
|
2,030,368
|
|
|
1,904,247
|
|
|
6.6%
|
||
|
|
|
|
|
|
|
||||
Gain from antitrust litigation settlements
|
|
133,758
|
|
|
65,493
|
|
|
|
||
LIFO expense
|
|
(200,230
|
)
|
|
(542,807
|
)
|
|
|
||
Acquisition-related intangibles amortization
|
|
(147,262
|
)
|
|
(54,095
|
)
|
|
|
||
Warrants expense
|
|
(140,342
|
)
|
|
(912,724
|
)
|
|
|
||
Employee severance, litigation, and other
|
|
(102,911
|
)
|
|
(37,894
|
)
|
|
|
||
Pension settlement
|
|
(47,607
|
)
|
|
—
|
|
|
|
||
Operating income
|
|
$
|
1,525,774
|
|
|
$
|
422,220
|
|
|
|
|
2016
|
|
2015
|
||||||||
|
Amount
|
|
Weighted Average
Interest Rate
|
|
Amount
|
|
Weighted Average
Interest Rate
|
||||
|
|
|
|
|
(As Revised)
|
|
|
||||
Interest expense
|
$
|
144,349
|
|
|
2.72%
|
|
$
|
112,021
|
|
|
2.88%
|
Interest income
|
(4,437
|
)
|
|
0.45%
|
|
(2,985
|
)
|
|
0.18%
|
||
Interest expense, net
|
$
|
139,912
|
|
|
|
|
$
|
109,036
|
|
|
|
|
|
Fiscal year ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||
Pharmaceutical Distribution
|
|
$
|
131,480,550
|
|
|
$
|
117,383,967
|
|
|
12.0%
|
Other
|
|
4,772,178
|
|
|
2,449,149
|
|
|
94.9%
|
||
Intersegment eliminations
|
|
(290,925
|
)
|
|
(263,989
|
)
|
|
10.2%
|
||
Revenue
|
|
$
|
135,961,803
|
|
|
$
|
119,569,127
|
|
|
13.7%
|
|
|
Fiscal year ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||
Pharmaceutical Distribution
|
|
$
|
3,141,053
|
|
|
$
|
2,771,190
|
|
|
13.3%
|
Other
|
|
865,574
|
|
|
534,803
|
|
|
61.8%
|
||
Gain from antitrust litigation settlements
|
|
65,493
|
|
|
24,436
|
|
|
|
||
LIFO expense
|
|
(542,807
|
)
|
|
(348,063
|
)
|
|
|
||
Gross profit
|
|
$
|
3,529,313
|
|
|
$
|
2,982,366
|
|
|
18.3%
|
|
|
Fiscal year ended
September 30,
|
|
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||
|
|
(As Revised)
|
|
(As Revised)
|
|
|
||||
Distribution, selling, and administrative
|
|
$
|
1,907,840
|
|
|
$
|
1,580,664
|
|
|
20.7%
|
Depreciation and amortization
|
|
248,635
|
|
|
188,680
|
|
|
31.8%
|
||
Warrants expense
|
|
912,724
|
|
|
422,739
|
|
|
|
||
Employee severance, litigation and other
|
|
37,894
|
|
|
8,192
|
|
|
|
||
Total operating expenses
|
|
$
|
3,107,093
|
|
|
$
|
2,200,275
|
|
|
|
|
|
Fiscal year ended
September 30, |
|
|
||||||
(dollars in thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||
|
|
(As Revised)
|
|
(As Revised)
|
|
|
||||
Pharmaceutical Distribution
|
|
$
|
1,649,741
|
|
|
$
|
1,409,199
|
|
|
17.1%
|
Other
|
|
254,506
|
|
|
150,617
|
|
|
69.0%
|
||
Total segment operating income
|
|
1,904,247
|
|
|
1,559,816
|
|
|
22.1%
|
||
|
|
|
|
|
|
|
||||
Gain from antitrust litigation settlements
|
|
65,493
|
|
|
24,436
|
|
|
|
||
LIFO expense
|
|
(542,807
|
)
|
|
(348,063
|
)
|
|
|
||
Acquisition-related intangibles amortization
|
|
(54,095
|
)
|
|
(23,167
|
)
|
|
|
||
Warrants expense
|
|
(912,724
|
)
|
|
(422,739
|
)
|
|
|
||
Employee severance, litigation, and other
|
|
(37,894
|
)
|
|
(8,192
|
)
|
|
|
||
Operating income
|
|
$
|
422,220
|
|
|
$
|
782,091
|
|
|
|
|
|
2015
|
|
2014
|
||||||||
|
|
Amount
|
|
Weighted Average
Interest Rate
|
|
Amount
|
|
Weighted Average
Interest Rate
|
||||
|
|
(As Revised)
|
|
|
|
(As Revised)
|
|
|
||||
Interest expense
|
|
$
|
112,021
|
|
|
2.88%
|
|
$
|
84,475
|
|
|
3.84%
|
Interest income
|
|
(2,985
|
)
|
|
0.18%
|
|
(841
|
)
|
|
0.27%
|
||
Interest expense, net
|
|
$
|
109,036
|
|
|
|
|
$
|
83,634
|
|
|
|
|
|
Outstanding
Balance
|
|
Additional
Availability
|
||||
Fixed-Rate Debt:
|
|
|
|
|
|
|
||
$600,000, 1.15% senior notes due 2017
|
|
$
|
599,874
|
|
|
$
|
—
|
|
$400,000, 4.875% senior notes due 2019
|
|
398,808
|
|
|
—
|
|
||
$500,000, 3.50% senior notes due 2021
|
|
499,639
|
|
|
—
|
|
||
$500,000, 3.40% senior notes due 2024
|
|
498,919
|
|
|
—
|
|
||
$500,000, 3.25% senior notes due 2025
|
|
497,771
|
|
|
—
|
|
||
$500,000, 4.25% senior notes due 2045
|
|
499,116
|
|
|
—
|
|
||
Total fixed-rate debt
|
|
2,994,127
|
|
|
—
|
|
||
|
|
|
|
|
||||
Variable-Rate Debt:
|
|
|
|
|
|
|
||
Revolving credit note
|
|
—
|
|
|
75,000
|
|
||
Receivables securitization facility due 2018
|
|
500,000
|
|
|
950,000
|
|
||
Term loans due in 2020
|
|
700,000
|
|
|
—
|
|
||
Multi-currency revolving credit facility due 2020
|
|
—
|
|
|
1,400,000
|
|
||
Overdraft facility due in 2021 (£30,000)
|
|
11,275
|
|
|
27,656
|
|
||
Total variable-rate debt
|
|
1,211,275
|
|
|
2,452,656
|
|
||
Total debt
|
|
$
|
4,205,402
|
|
|
$
|
2,452,656
|
|
|
|
Fiscal year ended September 30,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Days sales outstanding
|
|
21.6
|
|
20.0
|
|
19.8
|
Days inventory on-hand
|
|
30.0
|
|
29.5
|
|
28.1
|
Days payable outstanding
|
|
56.9
|
|
51.9
|
|
45.3
|
|
|
Page
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
/s/ Ernst & Young LLP
|
(in thousands, except share and per share data)
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
|
|
|
|
(As Revised)
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,741,832
|
|
|
$
|
2,167,442
|
|
Accounts receivable, less allowances for returns and doubtful accounts:
2016 — $905,345; 2015 — $899,764
|
|
9,175,876
|
|
|
8,222,951
|
|
||
Merchandise inventories
|
|
10,723,920
|
|
|
9,755,094
|
|
||
Prepaid expenses and other
|
|
210,219
|
|
|
189,001
|
|
||
Total current assets
|
|
22,851,847
|
|
|
20,334,488
|
|
||
|
|
|
|
|
||||
Property and equipment, at cost:
|
|
|
|
|
|
|
||
Land
|
|
40,290
|
|
|
39,499
|
|
||
Buildings and improvements
|
|
859,148
|
|
|
653,542
|
|
||
Machinery, equipment, and other
|
|
1,717,298
|
|
|
1,449,545
|
|
||
Total property and equipment
|
|
2,616,736
|
|
|
2,142,586
|
|
||
Less accumulated depreciation
|
|
(1,086,054
|
)
|
|
(950,076
|
)
|
||
Property and equipment, net
|
|
1,530,682
|
|
|
1,192,510
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
5,991,497
|
|
|
4,144,391
|
|
||
Other intangible assets
|
|
2,967,849
|
|
|
1,993,119
|
|
||
Other assets
|
|
314,325
|
|
|
298,474
|
|
||
|
|
|
|
|
||||
TOTAL ASSETS
|
|
$
|
33,656,200
|
|
|
$
|
27,962,982
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
23,926,320
|
|
|
$
|
20,886,439
|
|
Accrued expenses and other
|
|
743,839
|
|
|
691,788
|
|
||
Short-term debt
|
|
611,149
|
|
|
—
|
|
||
Total current liabilities
|
|
25,281,308
|
|
|
21,578,227
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
3,594,253
|
|
|
3,493,048
|
|
||
Long-term financing obligation
|
|
275,991
|
|
|
246,177
|
|
||
Deferred income taxes
|
|
2,214,774
|
|
|
1,944,240
|
|
||
Other liabilities
|
|
160,470
|
|
|
84,904
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.01 par value — authorized, issued, and outstanding:
600,000,000 shares, 277,753,762 shares and 220,050,502 shares at September 30, 2016, respectively, and 600,000,000 shares, 274,991,824 shares and 206,891,873 shares at September 30, 2015, respectively
|
|
2,778
|
|
|
2,750
|
|
||
Additional paid-in capital
|
|
4,333,001
|
|
|
3,736,477
|
|
||
Retained earnings
|
|
2,303,941
|
|
|
1,164,489
|
|
||
Accumulated other comprehensive loss
|
|
(114,308
|
)
|
|
(136,333
|
)
|
||
Treasury stock, at cost: 2016 — 57,703,260 shares; 2015 — 68,099,951 shares
|
|
(4,396,008
|
)
|
|
(4,150,997
|
)
|
||
Total stockholders' equity
|
|
2,129,404
|
|
|
616,386
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
33,656,200
|
|
|
$
|
27,962,982
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
Revenue
|
|
$
|
146,849,686
|
|
|
$
|
135,961,803
|
|
|
$
|
119,569,127
|
|
Cost of goods sold
|
|
142,577,080
|
|
|
132,432,490
|
|
|
116,586,761
|
|
|||
Gross profit
|
|
4,272,606
|
|
|
3,529,313
|
|
|
2,982,366
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Distribution, selling, and administrative
|
|
2,091,237
|
|
|
1,907,840
|
|
|
1,580,664
|
|
|||
Depreciation
|
|
212,242
|
|
|
192,144
|
|
|
162,718
|
|
|||
Amortization
|
|
152,493
|
|
|
56,491
|
|
|
25,962
|
|
|||
Warrants
|
|
140,342
|
|
|
912,724
|
|
|
422,739
|
|
|||
Employee severance, litigation, and other
|
|
102,911
|
|
|
37,894
|
|
|
8,192
|
|
|||
Pension settlement
|
|
47,607
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
1,525,774
|
|
|
422,220
|
|
|
782,091
|
|
|||
Other (income) loss
|
|
(5,048
|
)
|
|
13,598
|
|
|
(4,360
|
)
|
|||
Impairment charge on equity investment
|
|
—
|
|
|
30,622
|
|
|
—
|
|
|||
Interest expense, net
|
|
139,912
|
|
|
109,036
|
|
|
83,634
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
—
|
|
|
32,954
|
|
|||
Income from continuing operations before income taxes
|
|
1,390,910
|
|
|
268,964
|
|
|
669,863
|
|
|||
Income tax (benefit) expense
|
|
(37,019
|
)
|
|
407,129
|
|
|
388,087
|
|
|||
Income (loss) from continuing operations
|
|
1,427,929
|
|
|
(138,165
|
)
|
|
281,776
|
|
|||
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(7,546
|
)
|
|||
Net income (loss)
|
|
$
|
1,427,929
|
|
|
$
|
(138,165
|
)
|
|
$
|
274,230
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
6.73
|
|
|
$
|
(0.63
|
)
|
|
$
|
1.24
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|||
Total
|
|
$
|
6.73
|
|
|
$
|
(0.63
|
)
|
|
$
|
1.21
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
6.32
|
|
|
$
|
(0.63
|
)
|
|
$
|
1.20
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|||
Rounding
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Total
|
|
$
|
6.32
|
|
|
$
|
(0.63
|
)
|
|
$
|
1.16
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
212,206
|
|
|
217,786
|
|
|
227,367
|
|
|||
Diluted
|
|
225,959
|
|
|
217,786
|
|
|
235,405
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
Net income (loss)
|
|
$
|
1,427,929
|
|
|
$
|
(138,165
|
)
|
|
$
|
274,230
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Net change in foreign currency translation adjustments
|
|
(9,311
|
)
|
|
(84,142
|
)
|
|
(18,544
|
)
|
|||
Benefit plan funded status adjustments net of tax of $333, $1,055, and $1,361, respectively
|
|
(562
|
)
|
|
(4,607
|
)
|
|
2,400
|
|
|||
Pension plan adjustment, net of tax of $19,054
|
|
31,538
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
360
|
|
|
4,462
|
|
|
(419
|
)
|
|||
Total other comprehensive income (loss)
|
|
22,025
|
|
|
(84,287
|
)
|
|
(16,563
|
)
|
|||
Total comprehensive income (loss)
|
|
$
|
1,449,954
|
|
|
$
|
(222,452
|
)
|
|
$
|
257,667
|
|
(in thousands, except per share data)
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
|
|
Total
|
||||||||||||
September 30, 2013 (As Revised)
|
|
$
|
2,678
|
|
|
$
|
2,360,992
|
|
|
$
|
1,496,812
|
|
|
$
|
(35,483
|
)
|
|
$
|
(1,516,856
|
)
|
|
$
|
2,308,143
|
|
Net income (As Revised)
|
|
|
|
|
|
|
|
274,230
|
|
|
|
|
|
|
|
|
274,230
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(16,563
|
)
|
|
|
|
|
(16,563
|
)
|
||||||
Cash dividends, $0.94 per share
|
|
|
|
|
|
|
|
(214,469
|
)
|
|
|
|
|
|
|
|
(214,469
|
)
|
||||||
Exercises of stock options
|
|
30
|
|
|
81,535
|
|
|
|
|
|
|
|
|
|
|
|
81,565
|
|
||||||
Excess tax benefit related to share-based compensation
|
|
|
|
|
46,341
|
|
|
|
|
|
|
|
|
|
|
|
46,341
|
|
||||||
Share-based compensation expense
|
|
|
|
|
43,107
|
|
|
|
|
|
|
|
|
|
|
|
43,107
|
|
||||||
Common stock purchases for employee stock purchase plan
|
|
|
|
|
(206
|
)
|
|
|
|
|
|
|
|
|
|
|
(206
|
)
|
||||||
Warrants expense
|
|
|
|
|
422,739
|
|
|
|
|
|
|
|
|
|
|
|
422,739
|
|
||||||
Purchases of call options
|
|
|
|
|
(205,320
|
)
|
|
|
|
|
|
|
|
|
|
|
(205,320
|
)
|
||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(789,927
|
)
|
|
(789,927
|
)
|
||||||
Employee tax withholdings related to restricted share vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,597
|
)
|
|
(6,597
|
)
|
||||||
Other
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
September 30, 2014 (As Revised)
|
|
2,711
|
|
|
2,749,185
|
|
|
1,556,573
|
|
|
(52,046
|
)
|
|
(2,313,380
|
)
|
|
1,943,043
|
|
||||||
Net loss (As Revised)
|
|
|
|
|
|
|
|
(138,165
|
)
|
|
|
|
|
|
|
|
(138,165
|
)
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(84,287
|
)
|
|
|
|
|
(84,287
|
)
|
||||||
Cash dividends, $1.16 per share
|
|
|
|
|
|
|
|
(253,919
|
)
|
|
|
|
|
|
|
|
(253,919
|
)
|
||||||
Exercises of stock options
|
|
36
|
|
|
105,839
|
|
|
|
|
|
|
|
|
|
|
|
105,875
|
|
||||||
Excess tax benefit related to share-based compensation
|
|
|
|
|
88,116
|
|
|
|
|
|
|
|
|
|
|
|
88,116
|
|
||||||
Share-based compensation expense
|
|
|
|
|
60,944
|
|
|
|
|
|
|
|
|
|
|
|
60,944
|
|
||||||
Common stock purchases for employee stock purchase plan
|
|
|
|
|
(328
|
)
|
|
|
|
|
|
|
|
|
|
|
(328
|
)
|
||||||
Warrants expense
|
|
|
|
|
912,724
|
|
|
|
|
|
|
|
|
|
|
|
912,724
|
|
||||||
Purchases of call options
|
|
|
|
|
(180,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(180,000
|
)
|
||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,823,106
|
)
|
|
(1,823,106
|
)
|
||||||
Employee tax withholdings related to restricted share vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,511
|
)
|
|
(14,511
|
)
|
||||||
Other
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
September 30, 2015 (As Revised)
|
|
2,750
|
|
|
3,736,477
|
|
|
1,164,489
|
|
|
(136,333
|
)
|
|
(4,150,997
|
)
|
|
616,386
|
|
||||||
Net income
|
|
|
|
|
|
|
|
1,427,929
|
|
|
|
|
|
|
|
|
1,427,929
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
22,025
|
|
|
|
|
|
22,025
|
|
||||||
Cash dividends, $1.36 per share
|
|
|
|
|
|
|
|
(288,477
|
)
|
|
|
|
|
|
|
|
(288,477
|
)
|
||||||
Exercises of stock options
|
|
22
|
|
|
74,746
|
|
|
|
|
|
|
|
|
|
|
|
74,768
|
|
||||||
Share-based compensation expense
|
|
|
|
|
64,992
|
|
|
|
|
|
|
|
|
|
|
|
64,992
|
|
||||||
Common stock purchases for employee stock purchase plan
|
|
|
|
|
(548
|
)
|
|
|
|
|
|
|
|
|
|
|
(548
|
)
|
||||||
Warrants expense
|
|
|
|
|
140,342
|
|
|
|
|
|
|
|
|
|
|
|
140,342
|
|
||||||
Exercises of warrants
|
|
|
|
336,998
|
|
|
|
|
|
|
2,023,481
|
|
|
2,360,479
|
|
|||||||||
Purchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,866,344
|
)
|
|
(1,866,344
|
)
|
||||||
Accelerated share repurchase transaction
|
|
|
|
(20,000
|
)
|
|
|
|
|
|
(380,000
|
)
|
|
(400,000
|
)
|
|||||||||
Employee tax withholdings related to restricted share vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,148
|
)
|
|
(22,148
|
)
|
||||||
Other
|
|
6
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
September 30, 2016
|
|
$
|
2,778
|
|
|
$
|
4,333,001
|
|
|
$
|
2,303,941
|
|
|
$
|
(114,308
|
)
|
|
$
|
(4,396,008
|
)
|
|
$
|
2,129,404
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
|
$
|
1,427,929
|
|
|
$
|
(138,165
|
)
|
|
$
|
274,230
|
|
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
7,546
|
|
|||
Income (loss) from continuing operations
|
|
1,427,929
|
|
|
(138,165
|
)
|
|
281,776
|
|
|||
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, including amounts charged to cost of goods sold
|
|
232,538
|
|
|
193,290
|
|
|
165,479
|
|
|||
Amortization, including amounts charged to interest expense
|
|
159,628
|
|
|
62,698
|
|
|
31,138
|
|
|||
Provision for doubtful accounts
|
|
13,124
|
|
|
8,119
|
|
|
26,634
|
|
|||
(Benefit) provision for deferred income taxes
|
|
(130,927
|
)
|
|
20,826
|
|
|
38,001
|
|
|||
Warrants expense
|
|
140,342
|
|
|
912,724
|
|
|
422,739
|
|
|||
Share-based compensation
|
|
64,992
|
|
|
60,944
|
|
|
43,107
|
|
|||
LIFO expense
|
|
200,230
|
|
|
542,807
|
|
|
348,063
|
|
|||
Pension settlement
|
|
47,607
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of businesses
|
|
—
|
|
|
12,953
|
|
|
—
|
|
|||
Impairment charge on equity investment
|
|
—
|
|
|
30,622
|
|
|
—
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
—
|
|
|
32,954
|
|
|||
Other
|
|
(5,171
|
)
|
|
(11,604
|
)
|
|
(6,539
|
)
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and
divestitures:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(912,724
|
)
|
|
(1,478,793
|
)
|
|
(938,286
|
)
|
|||
Merchandise inventories
|
|
(1,107,252
|
)
|
|
(1,379,189
|
)
|
|
(1,304,569
|
)
|
|||
Prepaid expenses and other assets
|
|
(46,159
|
)
|
|
(37,131
|
)
|
|
21,107
|
|
|||
Accounts payable
|
|
3,011,508
|
|
|
4,957,227
|
|
|
2,255,321
|
|
|||
Accrued expenses, income taxes, and other liabilities
|
|
82,832
|
|
|
164,900
|
|
|
55,275
|
|
|||
Net cash provided by operating activities-continuing operations
|
|
3,178,497
|
|
|
3,922,228
|
|
|
1,472,200
|
|
|||
Net cash used in operating activities-discontinued operations
|
|
—
|
|
|
—
|
|
|
(7,546
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
3,178,497
|
|
|
3,922,228
|
|
|
1,464,654
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(464,616
|
)
|
|
(231,585
|
)
|
|
(264,457
|
)
|
|||
Cost of acquired companies, net of cash acquired
|
|
(2,731,356
|
)
|
|
(2,633,412
|
)
|
|
(9,103
|
)
|
|||
Cost of equity investments
|
|
(19,034
|
)
|
|
—
|
|
|
(117,794
|
)
|
|||
Proceeds from sales of businesses
|
|
—
|
|
|
17,163
|
|
|
—
|
|
|||
Proceeds from sales of investment securities available-for-sale
|
|
101,829
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investment securities available-for-sale
|
|
(42,083
|
)
|
|
(86,214
|
)
|
|
—
|
|
|||
Other
|
|
(13,919
|
)
|
|
2,883
|
|
|
7,199
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(3,169,179
|
)
|
|
(2,931,165
|
)
|
|
(384,155
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Term loan and senior note borrowings
|
|
1,000,000
|
|
|
1,996,390
|
|
|
1,097,927
|
|
|||
Term loan repayments
|
|
(800,000
|
)
|
|
(500,000
|
)
|
|
(531,525
|
)
|
|||
Borrowings under revolving and securitization credit facilities
|
|
8,846,876
|
|
|
111,100
|
|
|
17,584,500
|
|
|||
Repayments under revolving and securitization credit facilities
|
|
(8,333,662
|
)
|
|
(111,100
|
)
|
|
(17,584,500
|
)
|
|||
Purchases of common stock
|
|
(2,266,344
|
)
|
|
(1,859,106
|
)
|
|
(753,926
|
)
|
|||
Exercises of warrants
|
|
2,360,479
|
|
|
—
|
|
|
—
|
|
|||
Exercises of stock options, including excess tax benefits of $0, $88,116, and $46,341, in fiscal
2016, 2015, and 2014, respectively
|
|
74,768
|
|
|
193,991
|
|
|
127,906
|
|
|||
Cash dividends on common stock
|
|
(288,477
|
)
|
|
(253,919
|
)
|
|
(214,469
|
)
|
|||
Purchases of call options
|
|
—
|
|
|
(180,000
|
)
|
|
(211,397
|
)
|
|||
Debt issuance costs and other
|
|
(28,568
|
)
|
|
(29,490
|
)
|
|
(17,508
|
)
|
|||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
565,072
|
|
|
(632,134
|
)
|
|
(502,992
|
)
|
|||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
574,390
|
|
|
358,929
|
|
|
577,507
|
|
|||
Cash and cash equivalents at beginning of year
|
|
2,167,442
|
|
|
1,808,513
|
|
|
1,231,006
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
2,741,832
|
|
|
$
|
2,167,442
|
|
|
$
|
1,808,513
|
|
|
|
September 30, 2015
|
||||||||||
(in thousands, except share and per share data)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
|
|
|
|
|
|
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,167,442
|
|
|
$
|
—
|
|
|
$
|
2,167,442
|
|
Accounts receivable, less allowances for returns and doubtful accounts
|
|
8,222,951
|
|
|
—
|
|
|
8,222,951
|
|
|||
Merchandise inventories
|
|
9,755,094
|
|
|
—
|
|
|
9,755,094
|
|
|||
Prepaid expenses and other
|
|
189,001
|
|
|
—
|
|
|
189,001
|
|
|||
Total current assets
|
|
20,334,488
|
|
|
—
|
|
|
20,334,488
|
|
|||
|
|
|
|
|
|
|
||||||
Property and equipment, at cost:
|
|
|
|
|
|
|
|
|
||||
Land
|
|
39,499
|
|
|
—
|
|
|
39,499
|
|
|||
Buildings and improvements
|
|
413,854
|
|
|
239,688
|
|
|
653,542
|
|
|||
Machinery, equipment, and other
|
|
1,449,545
|
|
|
—
|
|
|
1,449,545
|
|
|||
Total property and equipment
|
|
1,902,898
|
|
|
239,688
|
|
|
2,142,586
|
|
|||
Less accumulated depreciation
|
|
(923,647
|
)
|
|
(26,429
|
)
|
|
(950,076
|
)
|
|||
Property and equipment, net
|
|
979,251
|
|
|
213,259
|
|
|
1,192,510
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill
1
|
|
4,130,825
|
|
|
13,566
|
|
|
4,144,391
|
|
|||
Other intangible assets
1
|
|
1,993,119
|
|
|
—
|
|
|
1,993,119
|
|
|||
Other assets
|
|
298,474
|
|
|
—
|
|
|
298,474
|
|
|||
|
|
|
|
|
|
|
||||||
TOTAL ASSETS
|
|
$
|
27,736,157
|
|
|
$
|
226,825
|
|
|
$
|
27,962,982
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
20,886,439
|
|
|
$
|
—
|
|
|
$
|
20,886,439
|
|
Accrued expenses and other
|
|
679,309
|
|
|
12,479
|
|
|
691,788
|
|
|||
Total current liabilities
|
|
21,565,748
|
|
|
12,479
|
|
|
21,578,227
|
|
|||
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
3,493,048
|
|
|
—
|
|
|
3,493,048
|
|
|||
Long-term financing obligation
|
|
—
|
|
|
246,177
|
|
|
246,177
|
|
|||
Deferred income taxes
2
|
|
1,954,205
|
|
|
(9,965
|
)
|
|
1,944,240
|
|
|||
Other liabilities
|
|
89,636
|
|
|
(4,732
|
)
|
|
84,904
|
|
|||
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
|
633,520
|
|
|
(17,134
|
)
|
|
616,386
|
|
|||
|
|
|
|
|
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
27,736,157
|
|
|
$
|
226,825
|
|
|
$
|
27,962,982
|
|
|
|
Fiscal Year Ended September 30, 2015
|
||||||||||
(in thousands, except per share data)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Revenue
|
|
$
|
135,961,803
|
|
|
$
|
—
|
|
|
$
|
135,961,803
|
|
Cost of goods sold
|
|
132,432,490
|
|
|
—
|
|
|
132,432,490
|
|
|||
Gross profit
|
|
3,529,313
|
|
|
—
|
|
|
3,529,313
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Distribution, selling, and administrative
|
|
1,918,045
|
|
|
(10,205
|
)
|
|
1,907,840
|
|
|||
Depreciation
|
|
186,789
|
|
|
5,355
|
|
|
192,144
|
|
|||
Amortization
|
|
56,491
|
|
|
—
|
|
|
56,491
|
|
|||
Warrants
|
|
912,724
|
|
|
—
|
|
|
912,724
|
|
|||
Employee severance, litigation, and other
|
|
37,894
|
|
|
—
|
|
|
37,894
|
|
|||
Operating income
|
|
417,370
|
|
|
4,850
|
|
|
422,220
|
|
|||
Other loss
|
|
13,598
|
|
|
—
|
|
|
13,598
|
|
|||
Impairment charge on equity investment
|
|
30,622
|
|
|
—
|
|
|
30,622
|
|
|||
Interest expense, net
|
|
99,001
|
|
|
10,035
|
|
|
109,036
|
|
|||
Income from operations before income taxes
|
|
274,149
|
|
|
(5,185
|
)
|
|
268,964
|
|
|||
Income tax expense
|
|
409,036
|
|
|
(1,907
|
)
|
|
407,129
|
|
|||
Net loss
|
|
$
|
(134,887
|
)
|
|
$
|
(3,278
|
)
|
|
$
|
(138,165
|
)
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
(0.62
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.63
|
)
|
Diluted
|
|
$
|
(0.62
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
217,786
|
|
|
—
|
|
|
217,786
|
|
|||
Diluted
|
|
217,786
|
|
|
—
|
|
|
217,786
|
|
|
|
Fiscal Year Ended September 30, 2014
|
||||||||||
(in thousands, except per share data)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Revenue
|
|
$
|
119,569,127
|
|
|
$
|
—
|
|
|
$
|
119,569,127
|
|
Cost of goods sold
|
|
116,586,761
|
|
|
—
|
|
|
116,586,761
|
|
|||
Gross profit
|
|
2,982,366
|
|
|
—
|
|
|
2,982,366
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Distribution, selling, and administrative
|
|
1,587,261
|
|
|
(6,597
|
)
|
|
1,580,664
|
|
|||
Depreciation
|
|
159,328
|
|
|
3,390
|
|
|
162,718
|
|
|||
Amortization
|
|
25,962
|
|
|
—
|
|
|
25,962
|
|
|||
Warrants
|
|
422,739
|
|
|
—
|
|
|
422,739
|
|
|||
Employee severance, litigation, and other
|
|
8,192
|
|
|
—
|
|
|
8,192
|
|
|||
Operating income
|
|
778,884
|
|
|
3,207
|
|
|
782,091
|
|
|||
Other income
|
|
(4,360
|
)
|
|
—
|
|
|
(4,360
|
)
|
|||
Interest expense, net
|
|
76,862
|
|
|
6,772
|
|
|
83,634
|
|
|||
Loss on early retirement of debt
|
|
32,954
|
|
|
—
|
|
|
32,954
|
|
|||
Income from continuing operations before income taxes
|
|
673,428
|
|
|
(3,565
|
)
|
|
669,863
|
|
|||
Income tax expense
|
|
389,398
|
|
|
(1,311
|
)
|
|
388,087
|
|
|||
Income from continuing operations
|
|
284,030
|
|
|
(2,254
|
)
|
|
281,776
|
|
|||
Loss from discontinued operations
|
|
(7,546
|
)
|
|
—
|
|
|
(7,546
|
)
|
|||
Net income
|
|
$
|
276,484
|
|
|
$
|
(2,254
|
)
|
|
$
|
274,230
|
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
1.25
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.24
|
|
Discontinued operations
|
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|||
Total
|
|
$
|
1.22
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.21
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
1.21
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.20
|
|
Discontinued operations
|
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|||
Rounding
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||
Total
|
|
$
|
1.17
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.16
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
227,367
|
|
|
—
|
|
|
227,367
|
|
|||
Diluted
|
|
235,405
|
|
|
—
|
|
|
235,405
|
|
|
|
Fiscal Year Ended September 30, 2015
|
||||||||||
(in thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Net loss
|
|
$
|
(134,887
|
)
|
|
$
|
(3,278
|
)
|
|
$
|
(138,165
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|||
Net change in foreign currency translation adjustments
|
|
(84,142
|
)
|
|
—
|
|
|
(84,142
|
)
|
|||
Benefit plan funded status adjustments net of tax of $1,055
|
|
(4,607
|
)
|
|
—
|
|
|
(4,607
|
)
|
|||
Other
|
|
4,462
|
|
|
—
|
|
|
4,462
|
|
|||
Total other comprehensive loss
|
|
(84,287
|
)
|
|
—
|
|
|
(84,287
|
)
|
|||
Total comprehensive loss
|
|
$
|
(219,174
|
)
|
|
$
|
(3,278
|
)
|
|
$
|
(222,452
|
)
|
|
|
Fiscal Year Ended September 30, 2014
|
||||||||||
(in thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Net income
|
|
$
|
276,484
|
|
|
$
|
(2,254
|
)
|
|
$
|
274,230
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|||
Net change in foreign currency translation adjustments
|
|
(18,544
|
)
|
|
—
|
|
|
(18,544
|
)
|
|||
Benefit plan funded status adjustments net of tax of $1,361
|
|
2,400
|
|
|
—
|
|
|
2,400
|
|
|||
Other
|
|
(419
|
)
|
|
—
|
|
|
(419
|
)
|
|||
Total other comprehensive loss
|
|
(16,563
|
)
|
|
—
|
|
|
(16,563
|
)
|
|||
Total comprehensive income
|
|
$
|
259,921
|
|
|
$
|
(2,254
|
)
|
|
$
|
257,667
|
|
|
|
Fiscal Year Ended September 30, 2015
|
||||||||||
(in thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(134,887
|
)
|
|
$
|
(3,278
|
)
|
|
$
|
(138,165
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation, including amounts charged to cost of goods sold
|
|
187,935
|
|
|
5,355
|
|
|
193,290
|
|
|||
Amortization, including amounts charged to interest expense
|
|
61,665
|
|
|
1,033
|
|
|
62,698
|
|
|||
Provision for doubtful accounts
|
|
8,119
|
|
|
—
|
|
|
8,119
|
|
|||
Provision for deferred income taxes
|
|
22,733
|
|
|
(1,907
|
)
|
|
20,826
|
|
|||
Warrants expense
|
|
912,724
|
|
|
—
|
|
|
912,724
|
|
|||
Share-based compensation
|
|
60,944
|
|
|
—
|
|
|
60,944
|
|
|||
LIFO expense
1
|
|
542,807
|
|
|
—
|
|
|
542,807
|
|
|||
Loss on sale of businesses
|
|
12,953
|
|
|
—
|
|
|
12,953
|
|
|||
Impairment charge on equity investment
|
|
30,622
|
|
|
—
|
|
|
30,622
|
|
|||
Other
|
|
(11,604
|
)
|
|
—
|
|
|
(11,604
|
)
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and
divestitures:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(1,478,793
|
)
|
|
—
|
|
|
(1,478,793
|
)
|
|||
Merchandise inventories
1
|
|
(1,379,189
|
)
|
|
—
|
|
|
(1,379,189
|
)
|
|||
Prepaid expenses and other assets
|
|
(37,131
|
)
|
|
—
|
|
|
(37,131
|
)
|
|||
Accounts payable
|
|
4,957,227
|
|
|
—
|
|
|
4,957,227
|
|
|||
Accrued expenses, income taxes, and other liabilities
|
|
164,254
|
|
|
646
|
|
|
164,900
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
3,920,379
|
|
|
1,849
|
|
|
3,922,228
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(231,585
|
)
|
|
—
|
|
|
(231,585
|
)
|
|||
Cost of acquired companies, net of cash acquired
|
|
(2,633,412
|
)
|
|
—
|
|
|
(2,633,412
|
)
|
|||
Proceeds from sales of businesses
|
|
17,163
|
|
|
—
|
|
|
17,163
|
|
|||
Purchases of investment securities available-for-sale
|
|
(86,214
|
)
|
|
—
|
|
|
(86,214
|
)
|
|||
Other
|
|
2,883
|
|
|
—
|
|
|
2,883
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(2,931,165
|
)
|
|
—
|
|
|
(2,931,165
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Term loan and senior note borrowings
|
|
1,996,390
|
|
|
—
|
|
|
1,996,390
|
|
|||
Term loan repayments
|
|
(500,000
|
)
|
|
—
|
|
|
(500,000
|
)
|
|||
Borrowings under revolving and securitization credit facilities
|
|
111,100
|
|
|
—
|
|
|
111,100
|
|
|||
Repayments under revolving and securitization credit facilities
|
|
(111,100
|
)
|
|
—
|
|
|
(111,100
|
)
|
|||
Purchases of common stock
|
|
(1,859,106
|
)
|
|
—
|
|
|
(1,859,106
|
)
|
|||
Exercises of stock options, including excess tax benefits of $88,116
|
|
193,991
|
|
|
—
|
|
|
193,991
|
|
|||
Cash dividends on common stock
|
|
(253,919
|
)
|
|
—
|
|
|
(253,919
|
)
|
|||
Purchases of call options
|
|
(180,000
|
)
|
|
—
|
|
|
(180,000
|
)
|
|||
Debt issuance costs and other
|
|
(27,641
|
)
|
|
(1,849
|
)
|
|
(29,490
|
)
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(630,285
|
)
|
|
(1,849
|
)
|
|
(632,134
|
)
|
|||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
358,929
|
|
|
—
|
|
|
358,929
|
|
|||
Cash and cash equivalents at beginning of year
|
|
1,808,513
|
|
|
—
|
|
|
1,808,513
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
2,167,442
|
|
|
$
|
—
|
|
|
$
|
2,167,442
|
|
|
|
Fiscal Year Ended September 30, 2014
|
||||||||||
(in thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
276,484
|
|
|
$
|
(2,254
|
)
|
|
$
|
274,230
|
|
Loss from discontinued operations
|
|
7,546
|
|
|
—
|
|
|
7,546
|
|
|||
Income from continuing operations
|
|
284,030
|
|
|
(2,254
|
)
|
|
281,776
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, including amounts charged to cost of goods sold
|
|
162,089
|
|
|
3,390
|
|
|
165,479
|
|
|||
Amortization, including amounts charged to interest expense
|
|
30,644
|
|
|
494
|
|
|
31,138
|
|
|||
Provision for doubtful accounts
|
|
26,634
|
|
|
—
|
|
|
26,634
|
|
|||
Provision for deferred income taxes
|
|
39,312
|
|
|
(1,311
|
)
|
|
38,001
|
|
|||
Warrants expense
|
|
422,739
|
|
|
—
|
|
|
422,739
|
|
|||
Share-based compensation
|
|
43,107
|
|
|
—
|
|
|
43,107
|
|
|||
LIFO expense
1
|
|
348,063
|
|
|
—
|
|
|
348,063
|
|
|||
Loss on early retirement of debt
|
|
32,954
|
|
|
—
|
|
|
32,954
|
|
|||
Other
|
|
(6,539
|
)
|
|
—
|
|
|
(6,539
|
)
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions and
divestitures:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(938,286
|
)
|
|
—
|
|
|
(938,286
|
)
|
|||
Merchandise inventories
1
|
|
(1,304,569
|
)
|
|
—
|
|
|
(1,304,569
|
)
|
|||
Prepaid expenses and other assets
|
|
21,107
|
|
|
—
|
|
|
21,107
|
|
|||
Accounts payable
|
|
2,255,321
|
|
|
—
|
|
|
2,255,321
|
|
|||
Accrued expenses, income taxes, and other liabilities
|
|
54,093
|
|
|
1,182
|
|
|
55,275
|
|
|||
Net cash provided by operating activities-continuing operations
|
|
1,470,699
|
|
|
1,501
|
|
|
1,472,200
|
|
|||
Net cash used in operating activities-discontinued operations
|
|
(7,546
|
)
|
|
—
|
|
|
(7,546
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
1,463,153
|
|
|
1,501
|
|
|
1,464,654
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(264,457
|
)
|
|
—
|
|
|
(264,457
|
)
|
|||
Cost of acquired companies, net of cash acquired
|
|
(9,103
|
)
|
|
—
|
|
|
(9,103
|
)
|
|||
Cost of equity investments
|
|
(117,794
|
)
|
|
—
|
|
|
(117,794
|
)
|
|||
Other
|
|
7,199
|
|
|
—
|
|
|
7,199
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(384,155
|
)
|
|
—
|
|
|
(384,155
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Senior note borrowings
|
|
1,097,927
|
|
|
—
|
|
|
1,097,927
|
|
|||
Senior note repayments
|
|
(531,525
|
)
|
|
—
|
|
|
(531,525
|
)
|
|||
Borrowings under revolving and securitization credit facilities
|
|
17,584,500
|
|
|
—
|
|
|
17,584,500
|
|
|||
Repayments under revolving and securitization credit facilities
|
|
(17,584,500
|
)
|
|
—
|
|
|
(17,584,500
|
)
|
|||
Purchases of common stock
|
|
(753,926
|
)
|
|
—
|
|
|
(753,926
|
)
|
|||
Exercises of stock options, including excess tax benefits of $46,341
|
|
127,906
|
|
|
—
|
|
|
127,906
|
|
|||
Cash dividends on common stock
|
|
(214,469
|
)
|
|
—
|
|
|
(214,469
|
)
|
|||
Purchases of call options
|
|
(211,397
|
)
|
|
—
|
|
|
(211,397
|
)
|
|||
Debt issuance costs and other
|
|
(16,007
|
)
|
|
(1,501
|
)
|
|
(17,508
|
)
|
|||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(501,491
|
)
|
|
(1,501
|
)
|
|
(502,992
|
)
|
|||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
577,507
|
|
|
—
|
|
|
577,507
|
|
|||
Cash and cash equivalents at beginning of year
|
|
1,231,006
|
|
|
—
|
|
|
1,231,006
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
1,808,513
|
|
|
$
|
—
|
|
|
$
|
1,808,513
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
Current provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
11,892
|
|
|
$
|
310,847
|
|
|
$
|
297,052
|
|
State and local
|
26,741
|
|
|
46,240
|
|
|
37,301
|
|
|||
Foreign
|
55,275
|
|
|
29,216
|
|
|
15,733
|
|
|||
|
93,908
|
|
|
386,303
|
|
|
350,086
|
|
|||
Deferred provision:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(119,218
|
)
|
|
1,283
|
|
|
15,449
|
|
|||
State and local
|
(11,490
|
)
|
|
18,201
|
|
|
22,658
|
|
|||
Foreign
|
(219
|
)
|
|
1,342
|
|
|
(106
|
)
|
|||
|
(130,927
|
)
|
|
20,826
|
|
|
38,001
|
|
|||
(Benefit) provision for income taxes
|
$
|
(37,019
|
)
|
|
$
|
407,129
|
|
|
$
|
388,087
|
|
|
Fiscal Year Ended September 30,
|
||||
|
2016
|
|
2015
|
|
2014
|
|
|
|
(As Revised)
|
|
(As Revised)
|
Statutory U.S. federal income tax rate
|
35.0%
|
|
35.0%
|
|
35.0%
|
State and local income tax rate, net of federal tax benefit
|
0.6
|
|
10.4
|
|
4.1
|
Foreign
|
(8.4)
|
|
(20.4)
|
|
(1.9)
|
Warrants
|
(32.8)
|
|
109.7
|
|
18.4
|
Valuation allowance
|
2.2
|
|
9.2
|
|
1.7
|
Other
|
0.7
|
|
7.5
|
|
0.6
|
Effective income tax rate
|
(2.7)%
|
|
151.4%
|
|
57.9%
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
(As Revised)
|
||||
Merchandise inventories
|
$
|
1,281,364
|
|
|
$
|
1,207,356
|
|
Property and equipment
|
123,443
|
|
|
106,572
|
|
||
Goodwill and other intangible assets
|
1,248,297
|
|
|
865,316
|
|
||
Other
|
6,709
|
|
|
1,107
|
|
||
Gross deferred tax liabilities
|
2,659,813
|
|
|
2,180,351
|
|
||
Net operating loss and tax credit carryforwards
|
(321,541
|
)
|
|
(73,691
|
)
|
||
Capital loss carryforwards
|
(65,535
|
)
|
|
(65,811
|
)
|
||
Allowance for doubtful accounts
|
(25,272
|
)
|
|
(30,549
|
)
|
||
Accrued expenses
|
(37,842
|
)
|
|
(24,248
|
)
|
||
Employee and retiree benefits
|
(17,759
|
)
|
|
(6,165
|
)
|
||
Stock options
|
(52,238
|
)
|
|
(41,233
|
)
|
||
Warrants
|
—
|
|
|
(59,917
|
)
|
||
Other
|
(90,383
|
)
|
|
(66,582
|
)
|
||
Gross deferred tax assets
|
(610,570
|
)
|
|
(368,196
|
)
|
||
Valuation allowance for deferred tax assets
|
165,531
|
|
|
132,085
|
|
||
Deferred tax assets, net of valuation allowance
|
(445,039
|
)
|
|
(236,111
|
)
|
||
Net deferred tax liabilities
|
$
|
2,214,774
|
|
|
$
|
1,944,240
|
|
Balance at September 30, 2013
|
$
|
46,267
|
|
Additions of tax positions of the current year
|
6,127
|
|
|
Additions of tax positions of the prior years
|
1,249
|
|
|
Reductions of tax positions of the prior years
|
(4,167
|
)
|
|
Settlements with taxing authorities
|
(4,788
|
)
|
|
Expiration of statutes of limitations
|
(1,780
|
)
|
|
Balance at September 30, 2014
|
42,908
|
|
|
Additions of tax positions of the current year
|
3,616
|
|
|
Reductions of tax positions of the prior years
|
(871
|
)
|
|
Settlements with taxing authorities
|
(33
|
)
|
|
Expiration of statutes of limitations
|
(898
|
)
|
|
Balance at September 30, 2015
|
44,722
|
|
|
Additions of tax positions of the current year
|
24,145
|
|
|
Additions to tax positions of the prior years
|
11,840
|
|
|
Reductions of tax positions of the prior years
|
(1,407
|
)
|
|
Settlements with taxing authorities
|
(2,589
|
)
|
|
Expiration of statutes of limitations
|
(945
|
)
|
|
Balance at September 30, 2016
|
$
|
75,766
|
|
|
Pharmaceutical
Distribution
|
|
Other
|
|
Total
|
||||||
Goodwill at September 30, 2014
|
$
|
2,400,926
|
|
|
$
|
547,576
|
|
|
$
|
2,948,502
|
|
Goodwill recognized in connection with acquisitions (As Revised)
|
35,051
|
|
|
1,171,199
|
|
|
1,206,250
|
|
|||
Goodwill disposed in connection with divestitures
|
(3,605
|
)
|
|
(2,626
|
)
|
|
(6,231
|
)
|
|||
Foreign currency translation
|
—
|
|
|
(4,130
|
)
|
|
(4,130
|
)
|
|||
Goodwill at September 30, 2015 (As Revised)
|
2,432,372
|
|
|
1,712,019
|
|
|
4,144,391
|
|
|||
Goodwill recognized in connection with acquisitions
|
1,832,113
|
|
|
18,196
|
|
|
1,850,309
|
|
|||
Foreign currency translation
|
—
|
|
|
(3,203
|
)
|
|
(3,203
|
)
|
|||
Goodwill at September 30, 2016
|
$
|
4,264,485
|
|
|
$
|
1,727,012
|
|
|
$
|
5,991,497
|
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Indefinite-lived intangibles — trade
names
|
$
|
684,991
|
|
|
$
|
—
|
|
|
$
|
684,991
|
|
|
$
|
684,966
|
|
|
$
|
—
|
|
|
$
|
684,966
|
|
Finite-lived intangibles:
Customer relationships
|
2,322,404
|
|
|
(273,638
|
)
|
|
2,048,766
|
|
|
1,421,230
|
|
|
(146,227
|
)
|
|
1,275,003
|
|
||||||
Trade names and other
|
307,234
|
|
|
(73,142
|
)
|
|
234,092
|
|
|
81,241
|
|
|
(48,091
|
)
|
|
33,150
|
|
||||||
Total other intangible assets
|
$
|
3,314,629
|
|
|
$
|
(346,780
|
)
|
|
$
|
2,967,849
|
|
|
$
|
2,187,437
|
|
|
$
|
(194,318
|
)
|
|
$
|
1,993,119
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Revolving credit note
|
$
|
—
|
|
|
$
|
—
|
|
Receivables securitization facility due 2018
|
500,000
|
|
|
—
|
|
||
Term loans due in 2020
|
700,000
|
|
|
500,000
|
|
||
Multi-currency revolving credit facility due 2020
|
—
|
|
|
—
|
|
||
Overdraft facility due in 2021
|
11,275
|
|
|
—
|
|
||
$600,000, 1.15% senior notes due 2017
|
599,874
|
|
|
599,658
|
|
||
$400,000, 4.875% senior notes due 2019
|
398,808
|
|
|
398,456
|
|
||
$500,000, 3.50% senior notes due 2021
|
499,639
|
|
|
499,568
|
|
||
$500,000, 3.40% senior notes due 2024
|
498,919
|
|
|
498,777
|
|
||
$500,000, 3.25% senior notes due 2025
|
497,771
|
|
|
497,503
|
|
||
$500,000, 4.25% senior notes due 2045
|
499,116
|
|
|
499,086
|
|
||
Total debt
|
$
|
4,205,402
|
|
|
$
|
3,493,048
|
|
Less current portion
|
611,149
|
|
|
—
|
|
||
Total, net of current portion
|
$
|
3,594,253
|
|
|
$
|
3,493,048
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Pension and postretirement adjustments (See Note 11)
|
$
|
(5,843
|
)
|
|
$
|
(36,819
|
)
|
Foreign currency translation
|
(108,704
|
)
|
|
(99,393
|
)
|
||
Other
|
239
|
|
|
(121
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(114,308
|
)
|
|
$
|
(136,333
|
)
|
|
September 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average common shares outstanding — basic
|
212,206
|
|
|
217,786
|
|
|
227,367
|
|
Effect of dilutive securities — stock options, restricted stock, restricted stock units, and the unsettled September 2016 ASR transaction
|
3,338
|
|
|
—
|
|
|
4,787
|
|
Dilutive effect of the Warrants
|
10,415
|
|
|
—
|
|
|
3,251
|
|
Weighted average common shares outstanding — diluted
|
225,959
|
|
|
217,786
|
|
|
235,405
|
|
|
Options
(000s)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(000s)
|
|||
Outstanding at September 30, 2015
|
11,887
|
|
|
$53
|
|
4 years
|
|
|
|
|
Granted
|
1,892
|
|
|
$98
|
|
|
|
|
|
|
Exercised
|
(2,189
|
)
|
|
$35
|
|
|
|
|
|
|
Forfeited
|
(586
|
)
|
|
$77
|
|
|
|
|
|
|
Outstanding at September 30, 2016
|
11,004
|
|
|
$63
|
|
4 years
|
|
$
|
247,586
|
|
Exercisable at September 30, 2016
|
5,943
|
|
|
$47
|
|
3 years
|
|
$
|
207,593
|
|
Expected to vest after September 30, 2016
|
4,896
|
|
|
$82
|
|
5 years
|
|
$
|
39,641
|
|
|
Options
(000s)
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Nonvested at September 30, 2015
|
6,385
|
|
|
$11
|
Granted
|
1,892
|
|
|
$17
|
Vested
|
(2,630
|
)
|
|
$9
|
Forfeited
|
(586
|
)
|
|
$13
|
Nonvested at September 30, 2016
|
5,061
|
|
|
$14
|
|
Restricted
Shares
(000s)
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Nonvested at September 30, 2015
|
868
|
|
|
$63
|
Granted
|
220
|
|
|
$96
|
Vested
|
(406
|
)
|
|
$44
|
Forfeited
|
(74
|
)
|
|
$79
|
Nonvested at September 30, 2016
|
608
|
|
|
$85
|
|
Performance
Stock
Units
(000s)
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Nonvested at September 30, 2015
|
180
|
|
|
$78
|
Granted
|
90
|
|
|
$98
|
Vested
|
(94
|
)
|
|
$68
|
Forfeited
|
(12
|
)
|
|
$94
|
Nonvested at September 30, 2016
|
164
|
|
|
$93
|
|
2016
|
|
2015
|
|
2014
|
||||||
Employee severance and other costs
|
$
|
53,519
|
|
|
$
|
5,336
|
|
|
$
|
1,913
|
|
Deal-related transaction costs
|
19,243
|
|
|
32,558
|
|
|
6,279
|
|
|||
Transfer of surplus assets from a settled salaried defined benefit pension plan to a defined contribution 401(k) plan
|
17,149
|
|
|
—
|
|
|
—
|
|
|||
Customer contract dispute settlements
|
13,000
|
|
|
—
|
|
|
—
|
|
|||
Total employee severance, litigation, and other
|
$
|
102,911
|
|
|
$
|
37,894
|
|
|
$
|
8,192
|
|
•
|
the objective and basic principles of ASC 280;
|
•
|
the aggregation criteria as noted in ASC 280; and
|
•
|
the fact that ABDC and ABSG have similar economic characteristics.
|
|
|
Revenue
|
||||||||||
Fiscal year ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pharmaceutical Distribution
|
|
$
|
140,731,224
|
|
|
$
|
131,480,550
|
|
|
$
|
117,383,967
|
|
Other
|
|
6,386,917
|
|
|
4,772,178
|
|
|
2,449,149
|
|
|||
Intersegment eliminations
|
|
(268,455
|
)
|
|
(290,925
|
)
|
|
(263,989
|
)
|
|||
Revenue
|
|
$
|
146,849,686
|
|
|
$
|
135,961,803
|
|
|
$
|
119,569,127
|
|
|
|
Segment Operating Income
|
||||||||||
Fiscal year ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
Pharmaceutical Distribution
|
|
$
|
1,688,055
|
|
|
$
|
1,649,741
|
|
|
$
|
1,409,199
|
|
Other
|
|
342,416
|
|
|
254,506
|
|
|
150,617
|
|
|||
Intersegment eliminations
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|||
Total segment operating income
|
|
$
|
2,030,368
|
|
|
$
|
1,904,247
|
|
|
$
|
1,559,816
|
|
|
|
Income From Continuing Operations
Before Income Taxes
|
||||||||||
Fiscal year ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
Total segment operating income
|
|
$
|
2,030,368
|
|
|
$
|
1,904,247
|
|
|
$
|
1,559,816
|
|
Gain from antitrust litigation settlements
|
|
133,758
|
|
|
65,493
|
|
|
24,436
|
|
|||
LIFO expense
|
|
(200,230
|
)
|
|
(542,807
|
)
|
|
(348,063
|
)
|
|||
Acquisition-related intangibles amortization
|
|
(147,262
|
)
|
|
(54,095
|
)
|
|
(23,167
|
)
|
|||
Warrants expense
|
|
(140,342
|
)
|
|
(912,724
|
)
|
|
(422,739
|
)
|
|||
Employee severance, litigation, and other
|
|
(102,911
|
)
|
|
(37,894
|
)
|
|
(8,192
|
)
|
|||
Pension settlement
|
|
(47,607
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
1,525,774
|
|
|
422,220
|
|
|
782,091
|
|
|||
Other (income) loss
|
|
(5,048
|
)
|
|
13,598
|
|
|
(4,360
|
)
|
|||
Impairment charge on equity investment
|
|
—
|
|
|
30,622
|
|
|
—
|
|
|||
Interest expense, net
|
|
139,912
|
|
|
109,036
|
|
|
83,634
|
|
|||
Loss on early retirement of debt
|
|
—
|
|
|
—
|
|
|
32,954
|
|
|||
Income from continuing operations before income taxes
|
|
$
|
1,390,910
|
|
|
$
|
268,964
|
|
|
$
|
669,863
|
|
|
|
Assets
|
||||||
At September 30,
|
|
2016
|
|
2015
|
||||
|
|
|
|
(As Revised)
|
||||
Pharmaceutical Distribution
|
|
$
|
28,233,214
|
|
|
$
|
22,696,383
|
|
Other
|
|
5,422,986
|
|
|
5,266,599
|
|
||
Total assets
|
|
$
|
33,656,200
|
|
|
$
|
27,962,982
|
|
|
|
Depreciation & Amortization
|
||||||||||
Fiscal year ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(As Revised)
|
|
(As Revised)
|
||||||
Pharmaceutical Distribution
|
|
$
|
173,293
|
|
|
$
|
155,553
|
|
|
$
|
135,173
|
|
Other
|
|
44,180
|
|
|
38,987
|
|
|
30,340
|
|
|||
Acquisition-related intangibles amortization
|
|
147,262
|
|
|
54,095
|
|
|
23,167
|
|
|||
Total depreciation and amortization
|
|
$
|
364,735
|
|
|
$
|
248,635
|
|
|
$
|
188,680
|
|
|
|
Capital Expenditures
|
||||||||||
Fiscal year ended September 30,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Pharmaceutical Distribution
|
|
$
|
359,356
|
|
|
$
|
179,870
|
|
|
$
|
222,985
|
|
Other
|
|
105,260
|
|
|
51,715
|
|
|
41,472
|
|
|||
Total capital expenditures
|
|
$
|
464,616
|
|
|
$
|
231,585
|
|
|
$
|
264,457
|
|
|
|
Fiscal Year Ended September 30, 2016
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal Year
|
||||||||||
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
36,709,046
|
|
|
$
|
35,698,357
|
|
|
$
|
36,881,680
|
|
|
$
|
37,560,603
|
|
|
$
|
146,849,686
|
|
Gross profit (a)
|
|
$
|
964,877
|
|
|
$
|
1,075,331
|
|
|
$
|
1,107,863
|
|
|
$
|
1,124,535
|
|
|
$
|
4,272,606
|
|
Distribution, selling, and administrative expenses; depreciation; and amortization
|
|
608,039
|
|
|
612,302
|
|
|
610,706
|
|
|
624,925
|
|
|
2,455,972
|
|
|||||
Warrants expense (income)
|
|
467,375
|
|
|
(503,946
|
)
|
|
(83,704
|
)
|
|
260,617
|
|
|
140,342
|
|
|||||
Employee severance, litigation, and other and pension settlement
|
|
67,599
|
|
|
16,493
|
|
|
52,234
|
|
|
14,192
|
|
|
150,518
|
|
|||||
Operating (loss) income
|
|
$
|
(178,136
|
)
|
|
$
|
950,482
|
|
|
$
|
528,627
|
|
|
$
|
224,801
|
|
|
$
|
1,525,774
|
|
Net income
|
|
$
|
329,639
|
|
|
$
|
603,450
|
|
|
$
|
349,155
|
|
|
$
|
145,685
|
|
|
$
|
1,427,929
|
|
Earnings per share operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
1.60
|
|
|
$
|
2.90
|
|
|
$
|
1.62
|
|
|
$
|
0.66
|
|
|
$
|
6.73
|
|
Diluted
|
|
$
|
1.45
|
|
|
$
|
2.68
|
|
|
$
|
1.55
|
|
|
$
|
0.64
|
|
|
$
|
6.32
|
|
(a)
|
The first and third quarters of fiscal
2016
include gains of
$12.8 million
and
$121.0 million
, respectively, from antitrust litigation settlements. The first, second, and third quarters of fiscal
2016
include LIFO charges of
$101.6 million
,
$92.4 million
, and
$80.4 million
, respectively. The fourth quarter of fiscal
2016
includes a LIFO credit of
$74.1 million
.
|
(b)
|
The Company revised its previously reported quarterly financial information to correct its accounting for certain leases (see Note 2).
|
|
|
Fiscal Year Ended September 30, 2015
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
||||||||||
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
|
(As Revised)
|
||||||||||
Revenue
|
|
$
|
33,588,602
|
|
|
$
|
32,669,267
|
|
|
$
|
34,233,556
|
|
|
$
|
35,470,378
|
|
|
$
|
135,961,803
|
|
Gross profit (a)
|
|
$
|
752,299
|
|
|
$
|
911,976
|
|
|
$
|
891,464
|
|
|
$
|
973,574
|
|
|
$
|
3,529,313
|
|
Distribution, selling, and administrative expenses; depreciation; and amortization
|
|
464,761
|
|
|
497,461
|
|
|
569,563
|
|
|
624,690
|
|
|
2,156,475
|
|
|||||
Warrants expense (income)
|
|
371,405
|
|
|
752,706
|
|
|
(14,900
|
)
|
|
(196,487
|
)
|
|
912,724
|
|
|||||
Employee severance, litigation, and other
|
|
3,503
|
|
|
24,871
|
|
|
2,625
|
|
|
6,895
|
|
|
37,894
|
|
|||||
Operating (loss) income
|
|
$
|
(87,370
|
)
|
|
$
|
(363,062
|
)
|
|
$
|
334,176
|
|
|
$
|
538,476
|
|
|
$
|
422,220
|
|
Net (loss) income
|
|
$
|
(200,542
|
)
|
|
$
|
(514,105
|
)
|
|
$
|
213,362
|
|
|
$
|
363,120
|
|
|
$
|
(138,165
|
)
|
Earnings per share operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
(0.91
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
0.97
|
|
|
$
|
1.71
|
|
|
$
|
(0.63
|
)
|
Diluted
|
|
$
|
(0.91
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
0.89
|
|
|
$
|
1.56
|
|
|
$
|
(0.63
|
)
|
(a)
|
The second, third, and fourth quarters of fiscal
2015
include gains of
$21.5 million
,
$43.6 million
, and
$0.4 million
, respectively, from antitrust litigation settlements. The first, second, third, and fourth quarters of fiscal
2015
include LIFO charges of
$144.0 million
,
$151.1 million
,
$158.7 million
, and
$88.9 million
, respectively.
|
(b)
|
The Company revised its previously reported quarterly financial information to correct its accounting for certain leases (see Note 2).
|
|
/s/ Ernst & Young LLP
|
|
Page
|
Financial Statement Schedule: The following financial statement schedule is submitted in response to
Item 15(a)(2):
|
|
Exhibit
Number
|
Description
|
2.1
|
Agreement and Plan of Merger, dated as of October 5, 2015, by and among PharMEDium Healthcare Holdings, Inc., the Registrant, Paris Acquisition Corp. and Clayton, Dubilier & Rice LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 7, 2015).
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant, dated as of March 4, 2010, as amended by the Certificate of Amendment dated as of February 17, 2011 and the Certificate of Amendment dated as of March 6, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014).
|
3.2
|
Amended and Restated Bylaws of the Registrant, dated as of January 22, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on January 22, 2016).
|
4.1
|
Indenture, dated as of November 19, 2009, between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 23, 2009).
|
4.2
|
First Supplemental Indenture, dated as of November 19, 2009, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.875% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on November 23, 2009).
|
4.3
|
Form of 4.875% Senior Notes due 2019 (incorporated by reference to Exhibit A to First Supplemental Indenture, dated as of November 19, 2009, between the Registrant and U.S. Bank National Association, as trustee, related to the Registrant's 4.875% Senior Notes due 2019, which is filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on November 23, 2009).
|
4.4
|
Second Supplemental Indenture, dated as of November 14, 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 Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 14, 2011).
|
4.5
|
Form of 3.500% Senior Notes due 2021 (incorporated by reference to Exhibit A to Second Supplemental Indenture, dated as of November 14, 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 Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on November 23, 2009).
|
4.6
|
Third Supplemental Indenture, dated as of May 22, 2014, between the Registrant and U.S. Bank National Association, as trustee, related to Registrant's 1.150% Senior Notes due 2017 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 22, 2014).
|
4.7
|
Form of 1.150% Senior Notes due 2017 (incorporated by reference to Exhibit A to Third Supplemental Indenture, dated as of May 22, 2014, between the Registrant and U.S. Bank National Association, as trustee, related to Registrant's 1.150% Senior Notes due 2017, which is filed as Exhibit 4.1 to the Registrant's Current Report on 8-K filed on May 22, 2014).
|
4.8
|
Fourth Supplemental Indenture, dated as of May 22, 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 Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 22, 2014).
|
4.9
|
Form of 3.400% Senior Notes due 2024 (incorporated by reference to Exhibit A to Fourth Supplemental Indenture, dated as of May 22, 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 Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 22, 2014).
|
4.10
|
Fifth Supplemental Indenture, dated as of February 20, 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 Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).
|
4.11
|
Form of 3.250% Senior Notes due 2025 (incorporated by reference to Exhibit A to Fifth Supplemental Indenture, dated as of February 20, 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 Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).
|
4.12
|
Sixth Supplemental Indenture, dated as of February 20, 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 Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).
|
4.13
|
Form of 4.250% Senior Notes due 2045 (incorporated by reference to Exhibit A to Sixth Supplemental Indenture, dated as of February 20, 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 Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on February 20, 2015).
|
Exhibit
Number
|
Description
|
10.1
|
Framework Agreement, dated as of March 18, 2013, by and among the Registrant, Walgreen Co. and Alliance Boots GmbH (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 20, 2013).
|
10.2
|
Shareholders Agreement, dated as of March 18, 2013, by and among the Registrant, Walgreen Co. and Alliance Boots GmbH (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on March 20, 2013).
|
‡10.3
|
AmeriSource Master Pension Plan (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-1 of AmeriSource Health Corporation, Registration No. 33-27835, filed March 29, 1989).
|
‡10.4
|
AmerisourceBergen Drug Corporation Supplemental Retirement Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2008).
|
‡10.5
|
AmerisourceBergen Corporation 2001 Non-Employee Directors' Stock Option Plan, as amended as of November 9, 2005 (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2005).
|
‡10.6
|
AmerisourceBergen Corporation 2001 Restricted Stock Plan, as amended and restated as of November 12, 2008 (incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2008).
|
‡10.7
|
AmerisourceBergen Corporation 2001 Deferred Compensation Plan, as amended and restated as of November 24, 2008 (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2008).
|
‡10.8
|
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).
|
‡10.9
|
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).
|
‡10.10
|
Form of Restricted Stock Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013).
|
‡10.11
|
Form of Restricted Stock Unit Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013).
|
‡10.12
|
Form of Performance-Based Restricted Stock Unit Award Agreement to Employee under the AmerisourceBergen Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2013).
|
‡10.13
|
AmerisourceBergen Corporation 2011 Employee Stock Purchase Plan, as amended and restated on May 14, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015).
|
‡10.14
|
AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of March 3, 2016 (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on March 9, 2016).
|
‡10.15
|
AmerisourceBergen Corporation Benefit Restoration Plan, as amended and restated as of December 1, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 5, 2013).
|
‡10.16
|
AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).
|
‡10.17
|
Form of Restricted Stock Award Agreement to Non-Employee Director under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on March 10, 2014).
|
‡10.18
|
Form of Restricted Stock Unit Agreement to Non-Employee Director under the AmerisourceBergen Corporation Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on form 8-K filed on March 10, 2014).
|
‡10.19
|
Form of 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).
|
Exhibit
Number
|
Description
|
‡10.20
|
Form of 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).
|
‡10.21
|
Form of 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).
|
‡10.22
|
Amended and Restated Employment Agreement, dated as of November 24, 2008, between the Registrant and John G. Chou (incorporated by reference to Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008).
|
‡10.23
|
Letter Agreement, dated January 7, 2009, between the Registrant and John G. Chou (incorporated by reference to Exhibit 10.16 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008).
|
‡10.24
|
Employment Agreement, dated as of June 21, 2012, between the Registrant and Gina K. Clark (incorporated by reference to Exhibit 10.25 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2015).
|
‡10.25
|
Second Amendment and Restatement of Employment Agreement, dated as of November 11, 2010, between the Registrant and Steven H. Collis (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2010).
|
‡10.26
|
Stock Option Award to Steven H. Collis, dated as of August 7, 2013 (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on August 9, 2013).
|
‡10.27
|
Restricted Stock Award to Steven H. Collis, dated as of August 7, 2013 (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on August 9, 2013).
|
‡10.28
|
Employment Agreement, dated as of June 4, 2012, between the Registrant and Dale B. Danilewitz (incorporated by reference to Exhibit 10.29 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2015).
|
‡10.29
|
Employment Agreement, dated as of April 8, 2010, between the Registrant and James D. Frary (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2011).
|
‡10.30
|
Employment Agreement, dated as of May 20, 2016, between the Registrant and Kathy H. Gaddes (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016).
|
‡10.31
|
Employment Agreement, dated as of May 10, 2012, between the Registrant and Tim G. Guttman (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2012).
|
‡10.32
|
Employment Agreement, dated as of November 26, 2010, between the Registrant and Peyton R. Howell (incorporated by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2011).
|
‡10.33
|
Employment Agreement, dated July 15, 2015, between the Registrant and Robert P. Mauch (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2015).
|
‡10.34
|
Employment Agreement, dated as of May 20, 2016, between the Registrant and Sun Park (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016).
|
10.35
|
Receivables Sale Agreement between AmerisourceBergen Drug Corporation, as originator, and AmeriSource Receivables Financial Corporation, as buyer, dated as of July 10, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010).
|
10.36
|
First Amendment to Receivables Sale Agreement, dated as of April 29, 2010, by and between AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation as originator (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on May 5, 2010).
|
10.37
|
Second Amendment to Receivables Sales Agreement, dated as of April 28, 2011, between AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 4, 2011).
|
10.38
|
Third Amendment to Receivables Sale Agreement, dated as of October 28, 2011, between AmeriSource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on October 28, 2011).
|
Exhibit
Number
|
Description
|
10.39
|
Omnibus Amendment, dated November 4, 2015 to (i) the Amended and Restated Receivables Purchase Agreement, dated as of April 29, 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 July 10, 2003, as amended, among AmeriSource Receivables Financial Corporation as Buyer, and AmerisourceBergen Drug Corporation, as originator (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 4, 2015).
|
10.40
|
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 Registrant’s Current Report on Form 8-K filed on June 23, 2016).
|
10.41
|
Amended and Restated Receivables Purchase Agreement, dated as of April 29, 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 Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010).
|
10.42
|
First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of April 28, 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 Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 4, 2011).
|
10.43
|
Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 28, 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 Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on October 28, 2011).
|
10.44
|
Third Amendment to Amended and Restated Receivables Purchase Agreement, dated as of November 16, 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 Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 21, 2012).
|
10.45
|
Fourth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of January 16, 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 Exhibit 10.1 to the Registrant's Current Report on form 8-K filed on January 17, 2013).
|
10.46
|
Fifth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 28, 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 Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 3, 2013).
|
10.47
|
Sixth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 7, 2013, among AmeriSource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, Market Street Funding LLC, 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 Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 10, 2013).
|
10.48
|
Seventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of July 17, 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 Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 22, 2014).
|
10.49
|
Eighth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of December 5, 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 the Registrant's Current Report on Form 8-K filed on December 8, 2014).
|
10.50
|
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 Registrant’s Current Report on Form 8-K filed on June 23, 2016).
|
Exhibit
Number
|
Description
|
10.51
|
Amended and Restated Performance Undertaking, dated as of December 2, 2004, executed by the Registrant, as performance guarantor, in favor of AmeriSource Receivables Financial Corporation, as recipient (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2011).
|
10.52
|
First Amendment to Amended and Restated Performance Undertaking Agreement, dated as of April 28, 2011, executed by the Registrant, as performance guarantor (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on May 4, 2011).
|
10.53
|
Fifth Amendment and Restatement Agreement, dated as of November 13, 2015, among the Registrant, the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase 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 13, 2015).
|
10.54
|
Amendment No. 1 to Fifth Amendment and Restated Credit Agreement, dated as of April 1, 2016, among the Registrant, the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 99.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016).
|
10.55
|
Revolving Credit Note, dated as of March 8, 2013, between the Registrant and Citizens Bank of Pennsylvania (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
|
10.56
|
First Amendment to Revolving Credit Note, dated as of April 4, 2014, between the Registrant and Citizens Bank of Pennsylvania (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014).
|
10.57
|
Term Loan Credit Agreement, dated as of February 9, 2015, among the Registrant, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 9, 2015).
|
10.58
|
Amendment No. 1 to Term Loan Credit Agreement, dated as of November 25, 2015, among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2015).
|
10.59
|
Amendment No. 2 to Term Loan Credit Agreement, dated as of April 1, 2016, among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 99.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016).
|
10.60
|
Term Loan Credit Agreement, dated as of November 13, 2015, among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 13, 2015).
|
10.61
|
Amendment No. 1 to Term Loan Credit Agreement, dated as of April 1, 2016, among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 99.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016).
|
12
|
Computation of Ratio of Earnings to Fixed Charges.
|
14
|
AmerisourceBergen Corporation Code of Ethics for Designated Senior Officers (incorporated by reference to Exhibit 14 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2003).
|
21
|
Subsidiaries of the Registrant.
|
23
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
32
|
Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer.
|
101
|
Financial statements from the Annual Report on Form 10-K of AmerisourceBergen Corporation for the fiscal year ended September 30, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
|
*
|
Copies of the exhibits will be furnished to any security holder of the Registrant upon payment of the reasonable cost of reproduction.
|
‡
|
Each marked exhibit is a management contract or a compensatory plan, contract or arrangement in which a director or executive officer of the Registrant participates or has participated.
|
|
|
AMERISOURCEBERGEN CORPORATION
|
||
Date: November 22, 2016
|
|
By:
|
|
/s/ STEVEN H. COLLIS
Steven H. Collis
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ STEVEN H. COLLIS___________________________
Steven H. Collis
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ TIM G. GUTTMAN____________________________
Tim G. Guttman
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
/s/ LAZARUS KRIKORIAN________________________
Lazarus Krikorian
|
|
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
|
|
/s/ ORNELLA BARRA____________________________
Ornella Barra
|
|
Director
|
|
|
|
/s/ DOUGLAS R. CONANT________________________
Douglas R. Conant
|
|
Director
|
|
|
|
/s/ D. MARK DURCAN____________________________
D. Mark Durcan
|
|
Director
|
|
|
|
/s/ RICHARD W. GOCHNAUER____________________
Richard W. Gochnauer
|
|
Director
|
|
|
|
/s/ LON R. GREENBERG__________________________
Lon R. Greenberg
|
|
Director
|
Signature
|
|
Title
|
|
|
|
/s/ JANE E. HENNEY, M.D.________________________
Jane E. Henney, M.D.
|
|
Lead Independent Director
|
|
|
|
/s/ KATHLEEN W. HYLE__________________________
Kathleen W. Hyle
|
|
Director
|
|
|
|
/s/ MICHAEL J. LONG____________________________
Michael J. Long
|
|
Director
|
|
|
|
/s/ HENRY W. MCGEE____________________________
Henry W. McGee
|
|
Director
|
(In thousands)
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses (1)
|
|
Deductions-
Describe (2)
|
|
Balance at
End of
Period (3)
|
||||||||
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for returns and doubtful accounts
|
|
$
|
923,755
|
|
|
$
|
2,882,914
|
|
|
$
|
(2,880,635
|
)
|
|
$
|
926,034
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for returns and doubtful accounts
|
|
$
|
1,022,052
|
|
|
$
|
2,721,263
|
|
|
$
|
(2,819,560
|
)
|
|
$
|
923,755
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowances for returns and doubtful accounts
|
|
$
|
358,161
|
|
|
$
|
3,643,663
|
|
|
$
|
(2,979,772
|
)
|
|
$
|
1,022,052
|
|
(1)
|
Represents the provision for returns and doubtful accounts.
|
(2)
|
Represents accounts receivable written off during year, net of recoveries and reductions to the returns allowance.
|
(3)
|
Includes an allowance for doubtful accounts for long-term accounts receivable within Other Assets on the consolidated balance sheets of
$20,689
,
$23,991
and
$23,668
, as of
September 30, 2016
,
2015
, and
2014
, respectively.
|
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