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Item 5. Market for Registrant’s Common Equity

2021-11-23 compared with 2020-11-19 · 22 added, 82 removed, 28 unchanged (79% of the section changed)

1 unchanged sentence

The Company's common stock is traded on the New York Stock Exchange under the trading symbol "ABC." As of October 31, 2021, there were 2,315 record holders of the Company's common stock.

In November 2018, the Company's board of directors increased the quarterly dividend by 5% from $0.38 per share to $0.40 per share.

In January 2020, the Company's board of directors increased the quarterly dividend by 5% from $0.40 per share to $0.42 per share.

In November 2020, the Company's board of directors increased the quarterly dividend by 5% from $0.42 per share to $0.44 per share.

The Company anticipates that it will continue to pay quarterly cash dividends in the future.

However, the payment and amount of future dividends remain within the discretion of the Company's board of directors and will depend upon the Company's future earnings, financial condition, capital requirements, and other factors.

Our board of directors approved the following quarterly dividend increases:

Dividend Increases

Date New Rate Old Rate % Increase

November 2018 $0.400 $0.380 5%

January 2020 $0.420 $0.400 5%

November 2020 $0.440 $0.420 5%

November 2021 $0.460 $0.440 5%

Computershare is the Company's transfer agent.

2 unchanged sentences

Domestic 1-800-522-6645, International 1-201-680-6578, and (internet) www.computershare.com/investor.

Table of Con t ents

ISSUER PURCHASES OF EQUITY SECURITIES

The following sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the fiscal year ended September 30, 2020.

Period Total Number

7 unchanged sentences

Yet Be Purchased

October 1 to October 31 928,528 $ 81.89 928,528 $ 385,099,144

November 1 to November 30 383,920 $ 84.57 272,014 $ 362,228,055

December 1 to December 31 367,012 $ 84.04 367,012 $ 331,384,669

January 1 to January 31 193,502 $ 84.48 193,502 $ 315,037,604

February 1 to February 29 352,025 $ 82.84 352,025 $ 285,874,551

March 1 to March 31 2,643,138 $ 82.12 2,643,138 $ 68,813,634

April 1 to April 30 — $ — — $ 68,813,634

May 1 to May 31 159,247 $ 83.49 159,247 $ 555,518,116

June 1 to June 30 784 $ 95.15 — $ 555,518,116

July 1 to July 31 150 $ 116.44 — $ 473,380,878

1 unchanged sentence

September 1 to September 30 — — — $ 473,380,878

Total 5,029,498 $ 82.60 4,915,466

________________________________________________

(a) In October 2018, the Company's board of directors authorized a share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions.

During the fiscal year ended September 30, 2020, the Company purchased 4.9 million shares of its common stock for a total of $405.6 million, which excluded $14.8 million of September 2019 purchases that cash settled in October 2019.

As of September 30, 2020, the Company had $55.5 million of availability under this program.

(b) In May 2020, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions.

During the fiscal year ended September 30, 2021, the Company purchased 0.6 million shares of its common stock for a total of $55.5 million to complete its authorization under this program.

(b) In May 2020, the Company's board of directors authorized a share repurchase program allowing the Company to purchase up to $500 million of its outstanding shares of common stock, subject to market conditions.

During the fiscal year ended September 30, 2021, the Company purchased 0.3 million shares of its common stock for $26.6 million.

As of September 30, 2021, the Company had $473.4 million of availability remaining under this program.

(c) Employees surrendered 229,049 shares during the fiscal year ended September 30, 2021 to meet minimum tax-withholding obligations upon vesting of restricted stock.

Table of Con t ents

STOCK PERFORMANCE GRAPH

1 unchanged sentence

The graph assumes $100 invested at the closing price of the common stock of the Company and of each of the other indices on the New York Stock Exchange on September 30, 2016.

The points on the graph represent fiscal year-end index levels based upon the last trading day in each fiscal quarter.

The points on the graph represent fiscal year-end index levels based upon the last trading day in each fiscal year.

The Peer Group index (which is weighted on the basis of market capitalization) consists of the following companies engaged primarily in wholesale pharmaceutical distribution and related services:

McKesson Corporation and Cardinal Health, Inc.

* $100 invested on September 30, 2015 in stock or index, including reinvestment of dividends.

SELECTED FINANCIAL DATA

The following should be read in conjunction with the consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page 26.

As of or for the Fiscal Year Ended September 30,

Statement of Operations Data:

Revenue $ 189,893,926 $ 179,589,121 $ 167,939,635 $ 153,143,826 $ 146,849,686

Gross profit 5,191,884 5,138,312 4,612,317 4,546,002 4,272,606

Operating expenses 10,327,238 4,026,389 3,168,632 3,485,660 2,746,832

Operating (loss) income (5,135,354) 1,111,923 1,443,685 1,060,342 1,525,774

Interest expense, net 137,883 157,769 174,699 145,185 139,912

Net (loss) income (3,399,558) 854,135 1,615,892 364,484 1,427,929

Net (loss) income attributable to AmerisourceBergen Corporation $ (3,408,716) $ 855,365 $ 1,658,405 $ 364,484 $ 1,427,929

Earnings per share — diluted $ (16.65) $ 4.04 $ 7.53 $ 1.64 $ 6.32

Cash dividends declared per common share $ 1.66 $ 1.60 $ 1.52 $ 1.46 $ 1.36

Weighted average common shares outstanding — diluted

204,783 211,840 220,336 221,602 225,959

Balance Sheet Data:

Cash and cash equivalents $ 4,597,746 $ 3,374,194 $ 2,492,516 $ 2,435,115 $ 2,741,832

Accounts receivable, net 13,846,301 12,386,879 11,314,226 10,303,324 9,175,876

Inventories 12,589,278 11,060,254 11,918,508 11,461,428 10,723,920

Property and equipment, net 1,484,808 1,770,516 1,892,424 1,797,945 1,530,682

Total assets 44,274,830 39,171,980 37,669,838 35,316,470 33,637,501

Accounts payable 31,705,055 28,385,074 26,836,873 25,404,042 23,926,320

Total debt 4,119,520 4,172,892 4,310,189 3,442,055 4,186,703

Total accrued litigation liability 6,606,925 — — — —

Total (deficit) equity (839,636) 2,993,206 3,049,961 2,064,461 2,129,404

Total liabilities and stockholders' (deficit) equity $ 44,274,830 $ 39,171,980 $ 37,669,838 $ 35,316,470 $ 33,637,501

September 30,

2016 2017 2018 2019 2020 2021

(a) Includes a $5,528.4 million legal accrual for litigation relating the distribution of prescription opioid pain medications, net of income tax benefit of $1,078.6 million;

$282.5 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $79.2 million;

$156.5 million of employee severance, litigation, and other costs, net of income tax benefit of $43.9 million;

$46.4 million of PharMEDium exit and remediation costs, net of income tax benefit of $13.0 million;

a $17.3 million loss on early retirement of debt;

net of income tax benefit of $4.9 million;

an $11.6 million estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $3.2 million;

a $9.5 million gain from an adjustment to Profarma's estimate of contingent consideration related to the purchase price of one of its prior business acquisitions, net of income tax expense of $2.7 million;

a $7.1 million gain from antitrust litigation settlements, net of income tax expense of $2.0 million;

and $5.8 million of LIFO expense, net of income tax benefit of $1.6 million.

(b) Includes a $421.3 million impairment of PharMEDium's long-lived assets, net of income tax benefit of $148.7 million;

$245.8 million of employee severance, litigation, and other costs, net of income tax benefit of $84.6 million;

a $107.8 million gain from antitrust litigation settlements, net of income tax expense of $38.1 million;

$51.3 million of PharMEDium remediation costs, net of income tax benefit of $18.1 million;

a $16.7 million LIFO credit, net of income tax expense of $5.9 million;

a $16.3 million reversal of an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax expense of $5.7 million;

and a $10.1 million gain on the sale of an equity investment, net of income tax expense of $3.6 million.

(c) Includes $61.3 million of employee severance, litigation, and other costs, net of income tax benefit of $122.2 million;

a $59.7 million goodwill impairment with no income tax benefit;

$48.6 million of LIFO expense, net of income tax benefit of $18.7 million;

$47.8 million of PharMEDium remediation costs, net of income tax benefit of $18.4 million;

a $42.3 million loss on consolidation of equity investments with no income tax benefit;

a $30.0 million impairment on a non-customer note receivable with no income tax benefit;

a $25.9 million gain from antitrust litigation settlements, net of income tax expense of $10.0 million;

a $17.2 million loss on early retirement of debt, net of income tax benefit of $6.6 million;

and $15.9 million of expense for an estimated assessment related to the New York State Opioid Stewardship Act, net of income tax benefit of $6.1 million.

(d) Includes a $101.1 million LIFO credit, net of income tax expense of $56.7 million;

a $0.9 million gain from antitrust litigation settlements, net of income tax expense of $0.5 million;

and $937.4 million of employee severance, litigation, and other costs, net of income tax benefit of $21.9 million.

(e) 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.

AmerisourceBergen Corporation $ 100.00 $ 104.23 $ 118.20 $ 107.53 $ 128.87 $ 161.34

S&P 500 $ 100.00 $ 118.61 $ 139.85 $ 145.80 $ 167.89 $ 218.27

S&P Health Care $ 100.00 $ 115.49 $ 136.68 $ 131.80 $ 158.31 $ 194.03

Peer Group $ 100.00 $ 91.02 $ 78.03 $ 77.45 $ 83.47 $ 104.88

* $100 invested on September 30, 2016 in stock or index, including reinvestment of dividends.

Table of Con t ents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity