UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2020

OR

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO___________

Commission file number 1-16671

AMERISOURCEBERGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			23-3079390
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
1300 Morris Drive	Chesterbrook,	PA	19087-5594
(Address of principal executive offices)			(Zip Code)

 (610) 727-7000

(Registrant’s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock	ABC	New York Stock Exchange	(NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý  No  o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ý  Accelerated filer o  Non-accelerated filer o  Smaller reporting company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No  ý

The number of shares of common stock of AmerisourceBergen Corporation outstanding as of July 31, 2020 was 204,141,795.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 2020 and September 30, 2019	2
Consolidated Statements of Operations for the three and nine months ended June 30, 2020 and 2019	3
Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2020 and 2019	4
Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended June 30, 2020 and 2019	5
Consolidated Statements of Cash Flows for the nine months ended June 30, 2020 and 2019	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	36
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Defaults Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item 5. Other Information	38
Item 6. Exhibits	39
SIGNATURES	40

1

PART I. FINANCIAL INFORMATION 

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)	June 30, 2020		September 30, 2019
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,420,272	$	3,374,194
Accounts receivable, less allowances for returns and doubtful accounts: $1,432,528 as of June 30, 2020 and $1,222,906 as of September 30, 2019	12,548,399		12,386,879
Inventories	11,849,201		11,060,254
Right to recover asset	1,340,935		1,147,483
Income tax receivable (Note 4)	596,024		5,859
Prepaid expenses and other	163,741		157,385
Total current assets	29,918,572		28,132,054
Property and equipment, net	1,455,008		1,770,516
Goodwill	6,705,130		6,705,507
Other intangible assets	1,910,547		2,294,836
Other assets	800,446		269,067
TOTAL ASSETS	$	40,789,703	$	39,171,980
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	29,145,149	$	28,385,074
Accrued expenses and other	966,712		1,057,208
Short-term debt	519,710		139,012
Total current liabilities	30,631,571		29,581,294
Long-term debt	3,620,641		4,033,880
Long-term financing obligation (Note 1)	—		320,518
Accrued income taxes	268,519		284,075
Deferred income taxes	1,806,260		1,860,195
Other liabilities	494,761		98,812
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 287,524,077 shares, and 203,961,405 shares as of June 30, 2020, respectively, and 600,000,000 shares, 285,295,170 shares, and 206,760,654 shares as of September 30, 2019, respectively	2,875		2,853
Additional paid-in capital	5,044,776		4,850,142
Retained earnings	5,451,221		4,235,491
Accumulated other comprehensive loss	(128,664)		(111,965)
Treasury stock, at cost: 83,562,672 shares as of June 30, 2020 and 78,534,516 shares as of September 30, 2019	(6,512,956)		(6,097,604)
Total AmerisourceBergen Corporation stockholders' equity	3,857,252		2,878,917
Noncontrolling interest	110,699		114,289
Total equity	3,967,951		2,993,206
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	40,789,703	$	39,171,980

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,				Nine months ended June 30,
(in thousands, except per share data)	2020		2019		2020		2019
Revenue	$	45,366,777	$	45,239,265	$	140,649,158	$	133,951,319
Cost of goods sold	44,141,061		44,008,026		136,804,121		129,997,744
Gross profit	1,225,716		1,231,239		3,845,037		3,953,575
Operating expenses:
Distribution, selling, and administrative	666,885		656,943		2,046,251		1,941,564
Depreciation	69,594		71,716		208,634		222,297
Amortization	25,821		35,880		85,091		131,565
Employee severance, litigation, and other	58,585		60,006		165,626		156,067
Impairment of PharMEDium assets (Note 5)	—		—		361,652		570,000
Operating income	404,831		406,694		977,783		932,082
Other loss (income), net	1,073		(342)		2,806		(11,739)
Interest expense, net	37,748		35,921		103,176		121,366
Loss on early retirement of debt	22,175		—		22,175		—
Income before income taxes	343,835		371,115		849,626		822,455
Income tax expense (benefit)	56,567		69,113		(595,321)		100,627
Net income	287,268		302,002		1,444,947		721,828
Net loss (income) attributable to noncontrolling interest	2,171		(43)		(7,591)		918
Net income attributable to AmerisourceBergen Corporation	$	289,439	$	301,959	$	1,437,356	$	722,746
Earnings per share:
Basic	$	1.42	$	1.44	$	7.01	$	3.45
Diluted	$	1.41	$	1.43	$	6.95	$	3.42
Weighted average common shares outstanding:
Basic	203,654		209,705		205,017		209,484
Diluted	205,544		211,161		206,714		211,151
Cash dividends declared per share of common stock	$	0.42	$	0.40	$	1.24	$	1.20

 See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) 

	Three months ended June 30,				Nine months ended June 30,
(in thousands)	2020		2019		2020		2019
Net income	$	287,268	$	302,002	$	1,444,947	$	721,828
Other comprehensive income (loss)
Foreign currency translation adjustments	3,181		(1,158)		(27,224)		(5,118)
Other	(690)		33		(656)		146
Total other comprehensive income (loss)	2,491		(1,125)		(27,880)		(4,972)
Total comprehensive income	289,759		300,877		1,417,067		716,856
Comprehensive loss (income) attributable to noncontrolling interest	3,824		(659)		3,590		(1,740)
Comprehensive income attributable to AmerisourceBergen Corporation	$	293,583	$	300,218	$	1,420,657	$	715,116

See notes to consolidated financial statements.

4

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interest		Total
March 31, 2020	$	2,868	$	4,972,109	$	5,248,005	$	(132,808)	$	(6,499,584)	$	114,523	$	3,705,113
Net income (loss)	—		—		289,439		—		—		(2,171)		287,268
Other comprehensive income (loss)	—		—		—		4,144		—		(1,653)		2,491
Cash dividends, $0.42 per share	—		—		(86,223)		—		—		—		(86,223)
Exercises of stock options	7		60,984		—		—		—		—		60,991
Share-based compensation expense	—		11,816		—		—		—		—		11,816
Purchases of common stock	—		—		—		—		(13,297)		—		(13,297)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(75)		—		(75)
Other	—		(133)		—		—		—		—		(133)
June 30, 2020	$	2,875	$	5,044,776	$	5,451,221	$	(128,664)	$	(6,512,956)	$	110,699	$	3,967,951

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interest		Total
March 31, 2019	$	2,846	$	4,790,507	$	3,969,459	$	(85,142)	$	(5,756,455)	$	117,116	$	3,038,331
Net income	—		—		301,959		—		—		43		302,002
Other comprehensive (loss) income	—		—		—		(1,741)		—		616		(1,125)
Cash dividends, $0.40 per share	—		—		(84,636)		—		—		—		(84,636)
Exercises of stock options	3		17,267		—		—		—		—		17,270
Share-based compensation expense	—		10,562		—		—		—		—		10,562
Purchases of common stock	—		—		—		—		(174,912)		—		(174,912)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(292)		—		(292)
Other	—		(3)		—		—		—		—		(3)
June 30, 2019	$	2,849	$	4,818,333	$	4,186,782	$	(86,883)	$	(5,931,659)	$	117,775	$	3,107,197

See notes to consolidated financial statements.

5

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interest		Total
September 30, 2019	$	2,853	$	4,850,142	$	4,235,491	$	(111,965)	$	(6,097,604)	$	114,289	$	2,993,206
Adoption of ASC 842, net of tax (Note 1)	—		—		35,138		—		—		—		35,138
Net income	—		—		1,437,356		—		—		7,591		1,444,947
Other comprehensive loss	—		—		—		(16,699)		—		(11,181)		(27,880)
Cash dividends, $1.24 per share	—		—		(256,764)		—		—		—		(256,764)
Exercises of stock options	18		137,730		—		—		—		—		137,748
Share-based compensation expense	—		57,579		—		—		—		—		57,579
Purchases of common stock	—		—		—		—		(405,692)		—		(405,692)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(9,660)		—		(9,660)
Other	4		(675)		—		—		—		—		(671)
June 30, 2020	$	2,875	$	5,044,776	$	5,451,221	$	(128,664)	$	(6,512,956)	$	110,699	$	3,967,951

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interest		Total
September 30, 2018	$	2,836	$	4,715,473	$	3,720,582	$	(79,253)	$	(5,426,814)	$	117,137	$	3,049,961
Adoption of ASC 606	—		—		(1,482)		—		—		(1,102)		(2,584)
Net income (loss)	—		—		722,746		—		—		(918)		721,828
Other comprehensive (loss) income	—		—		—		(7,630)		—		2,658		(4,972)
Cash dividends, $1.20 per share	—		—		(255,064)		—		—		—		(255,064)
Exercises of stock options	11		54,849		—		—		—		—		54,860
Share-based compensation expense	—		48,431		—		—		—		—		48,431
Purchases of common stock	—		—		—		—		(498,886)		—		(498,886)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(5,959)		—		(5,959)
Other	2		(420)		—		—		—		—		(418)
June 30, 2019	$	2,849	$	4,818,333	$	4,186,782	$	(86,883)	$	(5,931,659)	$	117,775	$	3,107,197

See notes to consolidated financial statements.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended June 30,
(in thousands)	2020		2019
OPERATING ACTIVITIES
Net income	$	1,444,947	$	721,828
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	215,195		246,290
Amortization, including amounts charged to interest expense	93,758		137,835
Provision for doubtful accounts	25,409		15,045
(Benefit) provision for deferred income taxes	(7,199)		44,681
Share-based compensation	57,579		48,431
LIFO expense (credit)	43,195		(79,747)
Impairment of PharMEDium assets	361,652		570,000
Gain on sale of an equity investment	—		(13,692)
Loss on early retirement of debt	22,175		—
Other, net	10,241		(11,603)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(436,237)		(672,742)
Inventories	(910,828)		(280,148)
Income tax receivable	(590,165)		522
Prepaid expenses and other assets	28,757		(5,787)
Accounts payable	824,105		964,667
Accrued expenses, accrued income taxes, and other liabilities	(274,776)		(14,379)
NET CASH PROVIDED BY OPERATING ACTIVITIES	907,808		1,671,201
INVESTING ACTIVITIES
Capital expenditures	(251,101)		(230,767)
Cost of acquired companies, net of cash acquired	—		(64,044)
Cost of equity investments	(34,830)		—
Other, net	7,824		(2,222)
NET CASH USED IN INVESTING ACTIVITIES	(278,107)		(297,033)
FINANCING ACTIVITIES
Senior notes and other loan borrowings	590,106		479,365
Senior notes and other loan repayments	(568,032)		(480,718)
Borrowings under revolving and securitization credit facilities	116,946		607,815
Repayments under revolving and securitization credit facilities	(149,980)		(736,955)
Payment of premium on early retirement of debt	(21,448)		—
Purchases of common stock	(420,449)		(522,778)
Exercises of stock options	137,748		54,860
Cash dividends on common stock	(256,764)		(255,064)
Tax withholdings related to restricted share vesting	(9,660)		(5,959)
Other	(2,090)		(7,691)
NET CASH USED IN FINANCING ACTIVITIES	(583,623)		(867,125)
INCREASE IN CASH AND CASH EQUIVALENTS	46,078		507,043
Cash and cash equivalents at beginning of period	3,374,194		2,492,516
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,420,272	$	2,999,559

 See notes to consolidated financial statements.

7

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of AmerisourceBergen Corporation and its subsidiaries, including less-than-wholly-owned subsidiaries in which AmerisourceBergen Corporation has a controlling financial interest (the "Company"), as of the dates and for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of June 30, 2020 and the results of operations and cash flows for the interim periods ended June 30, 2020 and 2019 have been included. Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts in order to conform to the current year presentation.

In March 2020, the World Health Organization ("WHO") declared a global pandemic attributable to the outbreak and continued spread of COVID-19. In connection with the mitigation and containment procedures recommended by the WHO and imposed by federal, state, and local governmental authorities, the Company implemented measures designed to keep its employees safe and address business continuity issues at its distribution centers and other locations. The Company continues to evaluate and plan for the potential effects of a prolonged disruption and the related impacts on its revenue, results of operations, and cash flows. These items include, but are not limited to, the financial condition of its customers and the realization of accounts receivable, decreased availability and demand for its products and services, and delays related to current and future projects. While the Company's operational and financial performance may be significantly impacted by COVID-19, it is not possible for the Company to predict the duration or magnitude of the outbreak and whether it could have a material adverse impact on the Company's financial position, results of operations, or cash flows. See Part II. Other Information-Item 1A. Risk Factors of this Quarterly Report on Form 10-Q for additional information.

Recently Adopted Accounting Pronouncements

 In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02" or "ASC 842"). ASU 2016-02 aims to increase transparency and comparability across organizations by requiring lease assets and lease liabilities to be recognized on the balance sheet as well as key information to be disclosed regarding lease arrangements. ASU 2016-02 was effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years.

The Company adopted ASC 842 as of October 1, 2019 and adopted it using the modified retrospective approach. The Company elected the transition package of practical expedients provided within the amended guidance, which eliminated the requirements to reassess lease identification, lease classification, and initial direct costs for leases that commenced before the effective date. The Company also elected to combine lease and non-lease components and to exclude short-term leases from its consolidated balance sheets. The Company did not elect the hindsight practical expedient in determining the lease term.

8

In connection with the adoption of ASC 842, the Company recognized operating lease liabilities of $562.1 million, right-of-use ("ROU") assets of $526.3 million, and a $35.1 million, net of tax of $9.6 million, cumulative adjustment to retained earnings. The Company's lease liabilities were based on the present value of the remaining minimum lease commitments using the Company's incremental borrowing rates as of October 1, 2019, and the Company's ROU assets were based upon the operating lease liabilities adjusted for prepaid and deferred rents. The cumulative adjustment to retained earnings was primarily the result of derecognizing assets of $266.0 million in Property and Equipment, Net and $324.8 million of financing obligations in Long-Term Financing Obligation and Accrued Expenses and Other, all of which was associated with leased assets where the Company was deemed the owner of the leased assets for accounting purposes. The Company finalized the impact that the amended lease guidance had on its systems, processes, and internal controls. The adoption of ASC 842 did not and will not have a material impact on its results of operations or cash flows.

For the Company's lease accounting policy and other required disclosures, refer to Note 2.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amounts. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach is required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the impact of adopting this new accounting guidance.

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 removes certain exceptions to the general principles in ASC 740 in order to reduce the cost and complexity of its application. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020, including interim periods within those fiscal years, with certain amendments applied on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, and others prospectively. Early adoption of this guidance is permitted, including the adoption in any interim period for public companies for periods for which financial statements have not yet been issued. The Company is currently evaluating the impact of adopting this new accounting guidance.

As of June 30, 2020, there were no other recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, or cash flows upon their adoption.

Note 2.  Leases

        At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. At the lease commencement date, operating and finance lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable and, as such, the Company uses its incremental borrowing rate to discount the lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as incentives received. The Company does not recognize on the balance sheet leases with terms of one year or less.

        The Company has operating leases that are primarily comprised of buildings, office equipment, distribution center equipment, and vehicles. Some of the Company's leases include options to extend or early terminate the lease, which are included in the lease term when it is reasonably certain to exercise and there is a significant economic incentive to exercise that option. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments. The Company combines lease and non-lease components as a single component. Operating lease cost is recognized over the expected lease term on a straight-line basis. Variable lease payments, which are primarily comprised of maintenance, taxes, and other payments based on usage, are recognized when the expense is incurred. The Company's leases do not contain residual value guarantees.

9

        The following illustrates the components of lease cost for the periods presented:

(in thousands)	Three months ended June 30, 2020		Nine months ended June 30, 2020
Operating lease cost	$	28,725	$	89,432
Short-term lease cost	1,051		3,842
Variable lease cost	4,297		12,841
Total lease cost	$	34,073	$	106,115

        The Company recorded rental expense of $27.7 million and $81.5 million in the three and nine months ended June 30, 2019, respectively.

        The following summarizes balance sheet information related to operating leases:

(in thousands, except for lease term and discount rate)	June 30, 2020
Right of use assets
Other assets	$	479,704
Lease liabilities
Accrued expenses and other	$	97,147
Other long-term liabilities	424,348
Total lease liabilities	$	521,495
Weighted-average remaining lease term	6.84 years
Weighted-average discount rate	3.68%

        Other cash flow information related to operating leases is as follows:

(in thousands)	Nine months ended June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating lease cash payments	$	87,128
Right-of-use assets obtained in exchange for lease liabilities
New operating leases	$	50,765
Leases recognized upon adoption of