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 March 31, 2021

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.)
1 West First Avenue	Conshohocken,	PA	19428-1800
(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 April 30, 2021 was 205,410,717.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2021 and September 30, 2020	2
Consolidated Statements of Operations for the three and six months ended March 31, 2021 and 2020	3
Consolidated Statements of Comprehensive Income for the three months and six months ended March 31, 2021 and 2020	4
Consolidated Statements of Changes in Stockholders' Equity for the three months and six months ended March 31, 2021 and 2020	5
Consolidated Statements of Cash Flows for the six months ended March 31, 2021 and 2020	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	34
Item 4. Controls and Procedures	34
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3. Defaults Upon Senior Securities	36
Item 4. Mine Safety Disclosures	36
Item 5. Other Information	36
Item 6. Exhibits	37
SIGNATURES	38

1

PART I. FINANCIAL INFORMATION 

ITEM I. Financial Statements (Unaudited)

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)	March 31, 2021		September 30, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,641,180	$	4,597,746
Accounts receivable, less allowances for returns and credit losses: $1,318,643 as of March 31, 2021 and $1,417,308 as of September 30, 2020	14,134,326		13,846,301
Inventories	12,954,676		12,589,278
Right to recover assets	1,217,032		1,344,649
Income tax receivable	331,291		488,428
Prepaid expenses and other	190,644		189,300
Total current assets	35,469,149		33,055,702
Property and equipment, net	1,482,753		1,484,808
Goodwill	6,709,821		6,706,719
Other intangible assets	1,839,085		1,886,107
Deferred income taxes	302,554		361,640
Other assets	1,199,888		779,854
TOTAL ASSETS	$	47,003,250	$	44,274,830
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	31,420,390	$	31,705,055
Accrued expenses and other	1,532,171		1,646,763
Short-term debt	43,885		501,259
Total current liabilities	32,996,446		33,853,077
Long-term debt	6,147,112		3,618,261
Accrued income taxes	273,031		284,845
Deferred income taxes	768,551		686,485
Accrued litigation liability	6,212,718		6,198,943
Other liabilities	708,174		472,855
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 289,959,239 shares, and 205,326,154 shares as of March 31, 2021, respectively, and 600,000,000 shares, 287,790,479 shares, and 204,226,465 shares as of September 30, 2020, respectively	2,900		2,878
Additional paid-in capital	5,278,379		5,081,776
Retained earnings	1,124,976		518,335
Accumulated other comprehensive loss	(69,248)		(108,830)
Treasury stock, at cost: 84,633,085 shares as of March 31, 2021 and 83,564,014 shares as of September 30, 2020	(6,618,763)		(6,513,083)
Total AmerisourceBergen Corporation stockholders' deficit	(281,756)		(1,018,924)
Noncontrolling interests	178,974		179,288
Total deficit	(102,782)		(839,636)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	47,003,250	$	44,274,830

See notes to consolidated financial statements.

2

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended March 31,				Six months ended March 31,
(in thousands, except per share data)	2021		2020		2021		2020
Revenue	$	49,154,171	$	47,417,639	$	101,670,727	$	95,282,381
Cost of goods sold	47,620,790		46,029,532		98,685,116		92,663,060
Gross profit	1,533,381		1,388,107		2,985,611		2,619,321
Operating expenses:
Distribution, selling, and administrative	730,081		693,413		1,465,149		1,379,366
Depreciation	75,270		69,796		149,215		139,040
Amortization	25,527		23,999		51,135		59,270
Employee severance, litigation, and other	78,156		67,732		148,537		107,041
Impairment of PharMEDium assets	—		223,652		—		361,652
Operating income	624,347		309,515		1,171,575		572,952
Other loss (income), net	23,310		(1,109)		9,042		1,733
Interest expense, net	34,526		34,421		68,140		65,428
Income before income taxes	566,511		276,203		1,094,393		505,791
Income tax expense (benefit)	132,506		(694,908)		281,681		(651,888)
Net income	434,005		971,111		812,712		1,157,679
Net loss (income) attributable to noncontrolling interests	1,262		(10,834)		(2,600)		(9,762)
Net income attributable to AmerisourceBergen Corporation	$	435,267	$	960,277	$	810,112	$	1,147,917
Earnings per share:
Basic	$	2.12	$	4.68	$	3.96	$	5.58
Diluted	$	2.10	$	4.64	$	3.91	$	5.54
Weighted average common shares outstanding:
Basic	204,916		205,370		204,804		205,693
Diluted	207,315		207,062		207,063		207,293
Cash dividends declared per share of common stock	$	0.44	$	0.42	$	0.88	$	0.82

 See notes to consolidated financial statements.

3

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) 

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2021		2020		2021		2020
Net income	$	434,005	$	971,111	$	812,712	$	1,157,679
Other comprehensive (loss) income
Foreign currency translation adjustments	(4,219)		(55,858)		39,939		(30,405)
Other	—		15		—		34
Total other comprehensive (loss) income	(4,219)		(55,843)		39,939		(30,371)
Total comprehensive income	429,786		915,268		852,651		1,127,308
Comprehensive loss (income) attributable to noncontrolling interests	6,700		(68)		(2,957)		(234)
Comprehensive income attributable to AmerisourceBergen Corporation	$	436,486	$	915,200	$	849,694	$	1,127,074

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 Interests		Total
December 31, 2020	$	2,891	$	5,187,669	$	780,971	$	(70,467)	$	(6,598,286)	$	185,674	$	(511,548)
Net income (loss)	—		—		435,267		—		—		(1,262)		434,005
Other comprehensive income (loss)	—		—		—		1,219		—		(5,438)		(4,219)
Cash dividends, $0.44 per share	—		—		(91,262)		—		—		—		(91,262)
Exercises of stock options	8		72,102		—		—		—		—		72,110
Share-based compensation expense	—		18,793		—		—		—		—		18,793
Purchases of common stock	—		—		—		—		(20,196)		—		(20,196)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(281)		—		(281)
Other	1		(185)		—		—		—		—		(184)
March 31, 2021	$	2,900	$	5,278,379	$	1,124,976	$	(69,248)	$	(6,618,763)	$	178,974	$	(102,782)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
December 31, 2019	$	2,860	$	4,901,291	$	4,375,181	$	(87,731)	$	(6,236,975)	$	114,455	$	3,069,081
Net income	—		—		960,277		—		—		10,834		971,111
Other comprehensive loss	—		—		—		(45,077)		—		(10,766)		(55,843)
Cash dividends, $0.42 per share	—		—		(87,453)		—		—		—		(87,453)
Exercises of stock options	8		56,636		—		—		—		—		56,644
Share-based compensation expense	—		14,389		—		—		—		—		14,389
Purchases of common stock	—		—		—		—		(262,620)		—		(262,620)
Employee tax withholdings related to restricted share vesting	—		—		—		—		11		—		11
Other	—		(207)		—		—		—		—		(207)
March 31, 2020	$	2,868	$	4,972,109	$	5,248,005	$	(132,808)	$	(6,499,584)	$	114,523	$	3,705,113

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 Interests		Total
September 30, 2020	$	2,878	$	5,081,776	$	518,335	$	(108,830)	$	(6,513,083)	$	179,288	$	(839,636)
Adoption of ASC 326, net of tax (Note 1)	—		—		(21,106)		—		—		(2,988)		(24,094)
Net income	—		—		810,112		—		—		2,600		812,712
Other comprehensive income	—		—		—		39,582		—		357		39,939
Cash dividends, $0.88 per share	—		—		(182,365)		—		—		—		(182,365)
Exercises of stock options	15		130,311		—		—		—		—		130,326
Share-based compensation expense	—		67,110		—		—		—		—		67,110
Purchases of common stock	—		—		—		—		(82,150)		—		(82,150)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(23,530)		—		(23,530)
Other	7		(818)		—		—		—		(283)		(1,094)
March 31, 2021	$	2,900	$	5,278,379	$	1,124,976	$	(69,248)	$	(6,618,763)	$	178,974	$	(102,782)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		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	—		—		35,138		—		—		—		35,138
Net income	—		—		1,147,917		—		—		9,762		1,157,679
Other comprehensive loss	—		—		—		(20,843)		—		(9,528)		(30,371)
Cash dividends, $0.82 per share	—		—		(170,541)		—		—		—		(170,541)
Exercises of stock options	11		76,746		—		—		—		—		76,757
Share-based compensation expense	—		45,763		—		—		—		—		45,763
Purchases of common stock	—		—		—		—		(392,395)		—		(392,395)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(9,585)		—		(9,585)
Other	4		(542)		—		—		—		—		(538)
March 31, 2020	$	2,868	$	4,972,109	$	5,248,005	$	(132,808)	$	(6,499,584)	$	114,523	$	3,705,113

See notes to consolidated financial statements.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended March 31,
(in thousands)	2021		2020
OPERATING ACTIVITIES
Net income	$	812,712	$	1,157,679
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	154,682		143,604
Amortization, including amounts charged to interest expense	54,683		66,564
Provision for credit losses	6,856		22,144
Provision (benefit) for deferred income taxes	141,601		(21,568)
Share-based compensation	67,110		45,763
LIFO (credit) expense	(46,645)		37,134
Impairment of PharMEDium assets	—		361,652
Other, net	36,872		(11,312)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(193,770)		(2,052,216)
Inventories	(314,294)		(152,359)
Income taxes receivable	157,136		(693,635)
Prepaid expenses and other assets	18,639		1,580
Accounts payable	(292,555)		2,395,847
Income taxes payable	(21,791)		(17,578)
Accrued expenses and other liabilities	(145,861)		(287,592)
Accrued litigation liability	13,775		—
NET CASH PROVIDED BY OPERATING ACTIVITIES	449,150		995,707
INVESTING ACTIVITIES
Capital expenditures	(151,612)		(144,382)
Cost of equity investments	(162,620)		(30,580)
Other, net	—		7,162
NET CASH USED IN INVESTING ACTIVITIES	(314,232)		(167,800)
FINANCING ACTIVITIES
Senior notes and other loan borrowings	2,585,538		46,396
Loan repayments	(523,717)		(46,146)
Borrowings under revolving and securitization credit facilities	39,083		87,954
Repayments under revolving and securitization credit facilities	(31,259)		(87,257)
Purchases of common stock	(82,150)		(407,152)
Exercises of stock options	130,326		76,757
Cash dividends on common stock	(182,365)		(170,541)
Tax withholdings related to restricted share vesting	(23,530)		(9,585)
Other	(3,410)		(589)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	1,908,516		(510,163)
INCREASE IN CASH AND CASH EQUIVALENTS	2,043,434		317,744
Cash and cash equivalents at beginning of period	4,597,746		3,374,194
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,641,180	$	3,691,938

 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 significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of March 31, 2021 and the results of operations and cash flows for the interim periods ended March 31, 2021 and 2020 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, 2020.

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.

Recently Adopted Accounting Pronouncements

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 was effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, and a modified retrospective approach was required, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance was effective.

The Company adopted ASU 2016-13 as of October 1, 2020. In connection with the adoption of ASU 2016-13, the Company recognized a $21.1 million, net of tax of $6.1 million, cumulative adjustment to retained earnings. The Company evaluates its receivables for risk of loss by grouping its receivables with similar risk characteristics. Expected losses are determined based on a combination of historical loss trends, current economic conditions, and forward-looking risk factors.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 March 31, 2021, 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.

8

Note 2.  Recent Developments

In January 2021, the Company entered into a share purchase agreement with Walgreens Boots Alliance, Inc. ("WBA") pursuant to which it will acquire a majority of WBA’s Alliance Healthcare businesses ("Alliance Healthcare") for approximately $6.5 billion, comprised of $6.275 billion in cash, subject to certain purchase price adjustments, and 2 million shares of the Company's common stock (the "Transaction"). WBA’s operations in China, Italy, and Germany are not part of this transaction. The Company will fund the cash purchase price through a combination of cash on hand and new debt financing. The Transaction is subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals.

In connection with the closing of the Transaction, the Company and WBA have agreed to a three-year extension (through 2029) of its existing pharmaceutical distribution agreement with WBA and the arrangement pursuant to which it has access to generic drugs and related pharmaceutical products through Walgreens Boots Alliance Development GmbH, as well as a distribution agreement pursuant to which it will supply branded and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary (through 2031) following closing. In January 2021, the Company also entered into an agreement with WBA to explore a series of strategic initiatives designed to create incremental growth and efficiencies in sourcing, logistics, and distribution.

See Part II. Other Information-Item 1A. Risk Factors on page 35 of this Quarterly Report on Form 10-Q for additional risk factors related to our strategic transactions with WBA.

Note 3. Variable Interest Entity

The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. ("Profarma"), which allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.

The following assets and liabilities of Profarma are included in the Company's Consolidated Balance Sheets:

(in thousands)	March 31, 2021		September 30, 2020
Cash and cash equivalents	$	57,364	$	96,983
Accounts receivables, net	137,170		120,486
Inventories	171,068		144,059
Prepaid expenses and other	64,055		52,885
Property and equipment, net	25,452		23,584
Goodwill	82,309		82,309
Other intangible assets	72,933		73,543
Other long-term assets	64,046		53,513
Total assets	$	674,397	$	647,362
Accounts payable	$	211,694	$	141,147
Accrued expenses and other	30,258		34,415
Short-term debt	32,078		98,399
Long-term debt	65,721		44,144
Deferred income taxes	37,712		38,854
Other long-term liabilities	51,545		43,413
Total liabilities	$	429,008	$	400,372

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

9

Note 4.  Income Taxes

Swiss Tax Reform    

    In November 2020, the Canton of Bern approved its Budget 2021, which called for lowering its corporate income tax rate applicable to the Company’s Swiss operations effective October 1, 2020. As a result, the Company recognized a deferred tax expense to reduce its Swiss deferred tax asset for the change in tax rate.

Other Information

    The Company files income tax returns in U.S. federal and state jurisdictions as well as various foreign jurisdictions. As of March 31, 2021, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $505.8 million ($459.6 million, net of federal benefit). If recognized, $441.3 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $21.4 million of interest and penalties, which the Company records in Income Tax Expense in the Company's Consolidated Statements of Operations. In the six months ended March 31, 2021, unrecognized tax benefits increased by $7.5 million. Over the next 12 months, it is reasonably possible that tax authority audit resolutions and the expiration of statutes of limitations could result in a reduction of unrecognized tax benefits of approximately $16.7 million.

    The Company's effective tax rates were 23.4% and 25.7% for the three and six months ended March 31, 2021, respectively. The Company's effective tax rates were (251.6)% and (128.9)% for the three and six months ended March 31, 2020, respectively. The effective tax rates for the three and six months ended March 31, 2021 were higher than the U.S. statutory rate primarily due to U.S. state income taxes. The Company's effective tax rate for the six months ended March 31, 2021 was also higher than the U.S. statutory rate due to discrete tax expense associated with the Swiss deferred tax asset, offset in part by discrete tax benefits resulting from the permanent shutdown of PharMEDium Healthcare Holdings, Inc. ("PharMEDium"). The effective tax rates for the three and six months ended March 31, 2020 were lower than the U.S. statutory rate due to the tax benefits associated with the worthless stock deduction in connection with the permanent shutdown of the PharMEDium compounding business and the Coronavirus Aid, Relief, and Economic Security Act (the provisions of which adjusted the net operating loss carryback rules and accelerated available refunds for alternative minimum tax credit carryforwards) and a higher mix of foreign earnings at lower tax rates in Switzerland and Ireland since U.S. earnings were lower principally due to the impairments of PharMEDium assets.

Note 5.  Goodwill and Other Intangible Assets

The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the six months ended March 31, 2021:

(in thousands)	Pharmaceutical Distribution Services		Other		Total
Goodwill as of September 30, 2020	$	4,852,775	$	1,853,944	$	6,706,719
Foreign currency translation	—		3,102		3,102
Goodwill as of March 31, 2021	$	4,852,775	$	1,857,046	$	6,709,821

    The following is a summary of other intangible assets:

	March 31, 2021							September 30, 2020
(in thousands)	Weighted Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived trade names		$	685,440	$	—	$	685,440	$	685,312	$	—	$	685,312
Finite-lived:
Customer relationships	13 years	1,675,462		(610,481)		1,064,981		1,671,888		(565,372)		1,106,516
Trade names and other	14 years	211,578		(122,914)		88,664		210,394		(116,115)		94,279
Total other intangible assets		$	2,572,480	$	(733,395)	$	1,839,085	$	2,567,594	$	(681,487)	$	1,886,107

    Amortization expense for finite-lived intangible assets was $25.5 million and $24.0 million in the three months ended March 31, 2021 and 2020, respectively. Amortization expense for finite-lived intangible assets was $51.1 million and $59.3

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million in the six months ended March 31, 2021 and 2020, respectively. Amortization expense for finite-lived intangible assets is estimated to be $102.0 million in fiscal 2021, $100.7 million in fiscal 2022, $99.2 million in fiscal 2023, $97.6 million in fiscal 2024, $96.7 million in fiscal 2025, and $708.5 million thereafter.

Note 6.  Debt

Debt consisted of the following:

(in thousands)	March 31, 2021		September 30, 2020
Revolving credit note	$	—	$	—
Term loans due in October 2020	—		399,982
Receivables securitization facility due 2022	350,000		350,000
364-day revolving credit facility	—		—
Term loan due in February 2023	—		—
Overdraft facility due 2024 (£10,000)	7,860		—
Multi-currency revolving credit facility due 2024	—		—
$1,525,000, 0.737% senior notes due 2023	1,518,228		—
$500,000, 3.400% senior notes due 2024	498,478		498,232
$500,000, 3.250% senior notes due 2025	497,329		496,990
$750,000, 3.450% senior notes due 2027	744,361		743,940
$500,000, 2.800% senior notes due 2030	494,354		494,045
$1,000,000, 2.700% senior notes due 2031	990,447		—
$500,000, 4.250% senior notes due 2045	494,838		494,730
$500,000, 4.300% senior notes due 2047	492,888		492,755
Nonrecourse debt	102,214		148,846
Total debt	6,190,997		4,119,520
Less AmerisourceBergen Corporation current portion	7,860		399,982
Less nonrecourse current portion	36,025		101,277
Total, net of current portion	$	6,147,112	$	3,618,261

Multi-Currency Revolving Credit Facility

    The Company has a $1.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility"), which is scheduled to expire in September 2024, with a syndicate of lenders. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 70 basis points to 112.5 basis points over CDOR/LIBOR/EURIBOR/Bankers Acceptance Stamping Fee, as applicable (91 basis points over CDOR/LIBOR/EURIBOR/Bankers Acceptance Stamping Fee as of March 31, 2021) and from 0 basis points to 12.5 basis points over the alternate base rate and Canadian prime rate, as applicable. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating, ranging from 5 basis points to 12.5 basis points, annually, of the total commitment (9 basis points as of March 31, 2021). The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of March 31, 2021.

Commercial Paper Program

    The Company has a commercial paper program whereby it may from time to time issue short-term promissory notes in an aggregate amount of up to $1.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary, but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. The commercial paper program does not increase the Company’s borrowing capacity as it is fully backed by the Company’s Multi-Currency Revolving Credit Facility. There were no borrowings outstanding under the commercial paper program as of March 31, 2021.

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Receivables Securitization Facility

    The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in September 2022. The Company has available to it an accordion feature whereby the commitment on the Receivables Securitization Facility may be increased by up to $250 million, subject to lender approval, for seasonal needs during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, annually, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2021.

364-Day Revolving Credit Facility

In February 2021, the Company entered into an agreement pursuant to which it obtained a $1.0 billion senior secured revolving credit facility ("364-Day Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire 364 days after the closing of the acquisition of a majority of WBA's Alliance Healthcare businesses, the date on which borrowings under this facility are available to the Company. Interest on borrowings under the 364-Day Revolving Credit Facility accrues at specified rates based on the Company's debt rating and ranges from 83.5 basis points to 125 basis points over LIBOR and from 0 basis points to 25 basis points over the alternate base rate. The Company pays facility fees to maintain availability under the 364-Day Revolving Credit Facility at specified rates based on its debt rating, ranging from 4 basis points to 12.5 basis points, annually, of the total commitment. The Company may choose to repay or reduce its commitments under the 364-Day Revolving Credit Facility at any time. The 364-Day Revolving Credit Facility contains a feature whereby the Company has the option to convert to a term loan the outstanding borrowings under this facility. The 364-Day Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of March 31, 2021.

Revolving Credit Note and Overdraft Facility

    The Company has an uncommitted, unsecured line of credit available to it pursuant to a revolving credit note ("Revolving Credit Note"). The Revolving Credit Note provides the Company with the ability to request short-term unsecured revolving credit loans from time to time in a principal amount not to exceed $75 million. The Revolving Credit Note may be decreased or terminated by the bank or the Company at any time without prior notice. The Company also has an uncommitted U.K. overdraft facility ("Overdraft Facility") to fund short-term normal trading cycle fluctuations related to its MWI business. In February 2021, the Company extended the Overdraft Facility to February 2024 and reduced the borrowing capacity from £30 million to £10 million.

Term Loans

The $400 million October 2018 Term Loan matured and was repaid in October 2020.

In February 2021, the Company entered into a $1.0 billion variable-rate term loan (“February 2021 Term Loan”), which is available to be drawn on the closing date of the acquisition of a majority of WBA's Alliance Healthcare businesses. In April 2021, the Company reduced its commitment under the February 2021 Term Loan to $500 million. The February 2021 Term Loan matures two years from the date on which it is drawn. The February 2021 Term Loan bears interest at a rate equal either to a base rate plus a margin, or LIBOR, plus a margin. The margin is based on the public debt ratings of the Company and ranges from 87.5 basis points to 137.5 basis points over LIBOR and 0 basis points to 37.5 basis points over a base rate. The February 2021 Term Loan contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of March 31, 2021. The Company expects to borrow $500 million under the February 2021 Term Loan to finance a portion of the acquisition of a majority of WBA's Alliance Healthcare businesses.

Senior Notes

In March 2021, the Company issued $1,525 million of 0.737% senior notes due March 15, 2023 (the "2023 Notes"). The 2023 Notes were sold at 100.00% of the principal amount. Interest on the 2023 Notes is payable semi-annually in arrears, commencing on September 15, 2021. In March 2021, the Company issued $1,000 million of 2.700% senior notes due March 15, 2031 (the "2031 Notes"). The 2031 Notes were sold at 99.79% of the principal amount and have an effective yield of 2.706%. Interest on the 2031 Notes is payable semi-annually in arrears, commencing on September 15, 2021. The 2023 Notes and 2031 Notes rank pari passu to the Company's other senior notes, the Multi-Currency Revolving Credit Facility, the Revolving Credit Note, the Overdraft Facility, and the 364-Day Revolving Credit Facility. The Company will use the proceeds from the 2023 Notes and the 2031 Notes to finance a portion of the acquisition of a majority of WBA's Alliance Healthcare businesses.

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Nonrecourse Debt

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries' cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.

Note 7.  Stockholders’ Equity and Earnings per Share

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 six months ended March 31, 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.

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 six months ended March 31, 2021, the Company purchased 0.3 million shares of its common stock for a total of $26.6 million. As of March 31, 2021, the Company had $473.4 million of availability remaining under this program.

    Basic earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to AmerisourceBergen Corporation by the weighted average number of shares of common stock outstanding, plus the dilutive effect of stock options and restricted stock units during the periods presented.

    The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:

	Three months ended March 31,		Six months ended March 31,
(in thousands)	2021	2020	2021	2020
Weighted average common shares outstanding - basic	204,916	205,370	204,804	205,693
Dilutive effect of stock options and restricted stock units	2,399	1,692	2,259	1,600
Weighted average common shares outstanding - diluted	207,315	207,062	207,063	207,293

The potentially dilutive stock options and restricted stock units that were antidilutive for the three and six months ended March 31, 2021 were none and 0.2 million, respectively. The potentially dilutive stock options and restricted stock units that were antidilutive for the three and six months ended March 31, 2020 were 4.1 million and 4.2 million, respectively.

Note 8. Related Party Transactions

WBA owns more than 10% of the Company’s outstanding common stock and is, therefore, considered a related party. The Company operates under various agreements and arrangements with WBA, including a pharmaceutical distribution agreement pursuant to which the Company distributes pharmaceutical products to WBA and an agreement that provides the Company the ability to access favorable economic pricing and generic products through a generic purchasing services arrangement with Walgreens Boots Alliance Development GmbH. Both of these agreements expire in 2026. In connection with the closing of the announced acquisition by the Company of a majority of WBA's Alliance Healthcare businesses, the Company and WBA have agreed to extend the aforementioned agreements through 2029.

Revenue from the various agreements and arrangements with WBA was $15.7 billion and $32.4 billion in the three and six months ended March 31, 2021, respectively. Revenue from the various agreements and arrangements with WBA was $16.3 billion and $31.9 billion in the three and six months ended March 31, 2020, respectively. The Company’s receivable from WBA, net of incentives, was $6.5 billion and $6.6 billion as of March 31, 2021 and September 30, 2020, respectively.

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Note 9. Employee Severance, Litigation, and Other

    The following illustrates the charges incurred by the Company relating to Employee Severance, Litigation, and Other for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2021		2020		2021		2020
Employee severance	$	—	$	25,006	$	—	$	25,845
Litigation and opioid-related costs	41,988		30,815		74,050		55,481
Acquisition-related deal and integration costs	23,551		348		42,475		803
Business transformation efforts	10,642		9,034		23,084		17,494
Other restructuring initiatives	1,975		2,529		8,928		7,418
Total employee severance, litigation, and other	$