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, 2023

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, par value $0.01 per share	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, 2023 was 202,466,004.

AMERISOURCEBERGEN CORPORATION

TABLE OF CONTENTS

	Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022	2
Consolidated Statements of Operations for the three and six months ended March 31, 2023 and 2022	3
Consolidated Statements of Comprehensive Income for the three and six months ended March 31, 2023 and 2022	4
Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended March 31, 2023 and 2022	5
Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	38
SIGNATURES	39

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, 2023		September 30, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,539,406	$	3,388,189
Accounts receivable, less allowances for returns and credit losses: $1,571,210 as of March 31, 2023 and $1,626,729 as of September 30, 2022	19,491,097		18,452,675
Inventories	16,955,245		15,556,394
Right to recover assets	1,480,545		1,532,061
Income tax receivable	35,348		172,568
Prepaid expenses and other	488,000		487,871
Total current assets	39,989,641		39,589,758
Property and equipment, net	2,149,937		2,135,003
Goodwill	9,633,540		8,503,886
Other intangible assets	4,884,843		4,332,737
Deferred income taxes	228,524		237,571
Other assets	1,879,698		1,761,661
TOTAL ASSETS	$	58,766,183	$	56,560,616
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	42,734,822	$	40,192,890
Accrued expenses and other	2,069,996		2,214,592
Short-term debt	266,279		1,070,473
Total current liabilities	45,071,097		43,477,955
Long-term debt	4,666,532		4,632,360
Accrued income taxes	272,292		320,274
Deferred income taxes	1,741,795		1,620,413
Other liabilities	1,055,255		976,583
Accrued litigation liability	5,448,075		5,461,758
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: 600,000,000 shares, 294,377,098 shares, and 202,410,686 shares as of March 31, 2023, respectively, and 600,000,000 shares, 292,700,490 shares, and 206,203,817 shares as of September 30, 2022, respectively	2,944		2,927
Additional paid-in capital	5,770,242		5,658,733
Retained earnings	3,691,314		2,977,646
Accumulated other comprehensive loss	(1,316,138)		(1,830,970)
Treasury stock, at cost: 91,966,412 shares as of March 31, 2023 and 86,496,673 shares as of September 30, 2022	(7,866,676)		(7,019,895)
Total AmerisourceBergen Corporation stockholders' equity (deficit)	281,686		(211,559)
Noncontrolling interests	229,451		282,832
Total stockholders' equity	511,137		71,273
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	58,766,183	$	56,560,616

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)	2023		2022		2023		2022
Revenue	$	63,457,205	$	57,719,446	$	126,304,037	$	117,348,256
Cost of goods sold	61,161,763		55,484,366		121,862,642		113,052,817
Gross profit	2,295,442		2,235,080		4,441,395		4,295,439
Operating expenses:
Distribution, selling, and administrative	1,321,087		1,203,238		2,612,015		2,373,348
Depreciation	100,681		96,498		200,223		192,083
Amortization	140,785		78,792		213,183		159,136
Litigation and opioid-related expenses	15,813		52,090		28,519		84,725
Acquisition-related deal and integration expenses	59,113		11,790		80,109		33,140
Restructuring and other expenses	97,444		12,515		113,684		23,499
Impairment of assets	—		—		—		4,946
Operating income	560,519		780,157		1,193,662		1,424,562
Other income, net	(15,720)		(948)		(22,048)		(6,120)
Interest expense, net	64,109		52,916		110,125		106,288
Income before income taxes	512,130		728,189		1,105,585		1,324,394
Income tax expense	83,917		172,944		201,202		319,733
Net income	428,213		555,245		904,383		1,004,661
Net loss (income) attributable to noncontrolling interests	7,189		(7,231)		10,764		(7,542)
Net income attributable to AmerisourceBergen Corporation	$	435,402	$	548,014	$	915,147	$	997,119
Earnings per share:
Basic	$	2.15	$	2.62	$	4.50	$	4.77
Diluted	$	2.13	$	2.59	$	4.46	$	4.71
Weighted average common shares outstanding:
Basic	202,316		209,244		203,188		208,900
Diluted	204,256		211,991		205,306		211,580
Cash dividends declared per share of common stock	$	0.485	$	0.460	$	0.970	$	0.920

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)	2023		2022		2023		2022
Net income	$	428,213	$	555,245	$	904,383	$	1,004,661
Other comprehensive income (loss)
Foreign currency translation adjustments	79,144		(193,782)		475,218		(572,243)
Other, net	1,586		(304)		(1,123)		(977)
Total other comprehensive income (loss)	80,730		(194,086)		474,095		(573,220)
Total comprehensive income	508,943		361,159		1,378,478		431,441
Comprehensive loss attributable to noncontrolling interests	22,239		3,819		51,501		5,301
Comprehensive income attributable to AmerisourceBergen Corporation	$	531,182	$	364,978	$	1,429,979	$	436,742

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, 2022	$	2,942	$	5,737,106	$	3,357,678	$	(1,411,918)	$	(7,863,939)	$	251,690	$	73,559
Net income (loss)	—		—		435,402		—		—		(7,189)		428,213
Other comprehensive income (loss)	—		—		—		95,780		—		(15,050)		80,730
Cash dividends, $0.485 per share	—		—		(101,766)		—		—		—		(101,766)
Exercises of stock options	1		9,848		—		—		—		—		9,849
Share-based compensation expense	—		23,499		—		—		—		—		23,499
Employee tax withholdings related to restricted share vesting	—		—		—		—		(2,737)		—		(2,737)
Other, net	1		(211)		—		—		—		—		(210)
March 31, 2023	$	2,944	$	5,770,242	$	3,691,314	$	(1,316,138)	$	(7,866,676)	$	229,451	$	511,137

(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, 2021	$	2,920	$	5,546,614	$	2,019,077	$	(822,783)	$	(6,504,282)	$	359,575	$	601,121
Net income	—		—		548,014		—		—		7,231		555,245
Other comprehensive loss	—		—		—		(183,036)		—		(11,050)		(194,086)
Cash dividends, $0.460 per share	—		—		(97,382)		—		—		—		(97,382)
Exercises of stock options	4		34,032		—		—		—		—		34,036
Share-based compensation expense	—		19,645		—		—		—		—		19,645
Purchases of common stock	—		—		—		—		(11,396)		—		(11,396)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(646)		—		(646)
Other, net	—		(472)		—		—		—		—		(472)
March 31, 2022	$	2,924	$	5,599,819	$	2,469,709	$	(1,005,819)	$	(6,516,324)	$	355,756	$	906,065

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 Interests		Total
September 30, 2022	$	2,927	$	5,658,733	$	2,977,646	$	(1,830,970)	$	(7,019,895)	$	282,832	$	71,273
Net income (loss)	—		—		915,147		—		—		(10,764)		904,383
Other comprehensive income (loss)	—		—		—		514,832		—		(40,737)		474,095
Cash dividends, $0.970 per share	—		—		(201,479)		—		—		—		(201,479)
Exercises of stock options	4		31,708		—		—		—		—		31,712
Share-based compensation expense	—		79,132		—		—		—		—		79,132
Purchases of common stock	—		—		—		—		(778,827)		—		(778,827)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(67,954)		—		(67,954)
Other, net	13		669		—		—		—		(1,880)		(1,198)
March 31, 2023	$	2,944	$	5,770,242	$	3,691,314	$	(1,316,138)	$	(7,866,676)	$	229,451	$	511,137

(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, 2021	$	2,907	$	5,465,104	$	1,670,513	$	(445,442)	$	(6,469,728)	$	361,057	$	584,411
Net income	—		—		997,119		—		—		7,542		1,004,661
Other comprehensive loss	—		—		—		(560,377)		—		(12,843)		(573,220)
Cash dividends, $0.920 per share	—		—		(197,923)		—		—		—		(197,923)
Exercises of stock options	8		72,965		—		—		—		—		72,973
Share-based compensation expense	—		62,565		—		—		—		—		62,565
Purchases of common stock	—		—		—		—		(11,396)		—		(11,396)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(35,200)		—		(35,200)
Other, net	9		(815)		—		—		—		—		(806)
March 31, 2022	$	2,924	$	5,599,819	$	2,469,709	$	(1,005,819)	$	(6,516,324)	$	355,756	$	906,065

See notes to consolidated financial statements.

6

AMERISOURCEBERGEN CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended March 31,
(in thousands)	2023		2022
OPERATING ACTIVITIES
Net income	$	904,383	$	1,004,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	201,674		194,407
Amortization, including amounts charged to interest expense	218,508		165,629
Provision for credit losses	9,462		7,406
(Benefit) provision for deferred income taxes	(61,725)		51,750
Share-based compensation expense	79,132		62,565
LIFO expense (credit)	79,320		(60,738)
Impairment of assets	—		4,946
Other, net	1,469		(2,545)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(861,202)		(527,521)
Inventories	(1,413,515)		(215,479)
Income taxes receivable	142,441		86,590
Prepaid expenses and other assets	56,787		67,847
Accounts payable	2,391,172		598,411
Accrued expenses	(260,297)		(134,656)
Long-term accrued litigation liability	(13,683)		(26,494)
Income taxes payable and other liabilities	(134,338)		(146,783)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,339,588		1,129,996
INVESTING ACTIVITIES
Capital expenditures	(178,581)		(209,343)
Cost of acquired companies, net of cash acquired	(1,409,681)		(124,158)
Other, net	(11,633)		(3,663)
NET CASH USED IN INVESTING ACTIVITIES	(1,599,895)		(337,164)
FINANCING ACTIVITIES
Loan borrowings	68,133		68,159
Senior notes and loan repayments	(757,695)		(317,299)
Borrowings under revolving and securitization credit facilities	35,784,977		3,855,847
Repayments under revolving and securitization credit facilities	(35,780,516)		(3,815,497)
Purchases of common stock	(807,214)		(11,396)
Exercises of stock options	31,712		72,973
Cash dividends on common stock	(201,479)		(197,923)
Employee tax withholdings related to restricted share vesting	(67,954)		(35,200)
Other, net	(3,355)		(4,251)
NET CASH USED IN FINANCING ACTIVITIES	(1,733,391)		(384,587)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	88,822		(5,055)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE	(1,904,876)		403,190
LESS: INCREASE IN CASH CLASSIFIED WITHIN ASSETS HELD FOR SALE	—		(516)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(1,904,876)		402,674
Cash, cash equivalents, and restricted cash at beginning of period	3,593,539		3,070,128
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	1,688,663	$	3,472,802

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 and in accordance with 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, 2023 and the results of operations and cash flows for the interim periods ended March 31, 2023 and 2022 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, 2022.

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.

Restricted Cash

The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations, including opioid-related legal settlements.

The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash used in the Consolidated Statements of Cash Flows:

(amounts in thousands)	March 31, 2023		September 30, 2022		March 31, 2022		September 30, 2021
	(unaudited)				(unaudited)
Cash and cash equivalents	$	1,539,406	$	3,388,189	$	2,960,759	$	2,547,142
Restricted cash (included in Prepaid Expenses and Other)	87,740		144,980		452,014		462,986
Restricted cash (included in Other Assets)	61,517		60,370		60,029		60,000
Cash, cash equivalents, and restricted cash	$	1,688,663	$	3,593,539	$	3,472,802	$	3,070,128

Recently Adopted Accounting Pronouncements

As of March 31, 2023, there were no recently-issued accounting standards that may have a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.

8

Note 2. Acquisition

The Company acquired and assumed control of PharmaLex Holding Gmbh ("PharmaLex") effective January 1, 2023 for $1.473 billion, subject to customary adjustments, including a $29.3 million cash holdback. PharmaLex is a leading provider of specialized services for the life sciences industry. PharmaLex's services include regulatory affairs, development consulting and scientific affairs, pharmacovigilance, and quality management and compliance. PharmaLex is headquartered in Germany and operates in over 30 countries. The acquisition advances the Company's role as a partner of choice for biopharmaceutical partners across the pharmaceutical development and commercialization journey. PharmaLex is a component of the Company's International Healthcare Solutions reportable segment.

The purchase price has been preliminarily allocated to the underlying assets acquired, including $37.5 million of cash and cash equivalents, and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The preliminary allocation is pending the final valuation of the intangible assets and the corresponding deferred taxes, as well as finalization of the working capital account balances and lease right-of-use assets and liabilities.

The purchase price exceeded the current estimated fair value of the net tangible and intangible assets acquired by $1,016.7 million, which was allocated to goodwill. Goodwill resulting from this acquisition is not expected to be deductible for income tax purposes.

The estimated fair value of the intangible assets acquired of $558.9 million, and the estimated useful lives are as follows:

(in thousands, except useful lives)	Fair Value		Useful Lives
Customer relationships	$	522,634	12
Trade names	30,931		5
Software technology	5,333		6
Total	$	558,898

The Company established an estimated deferred tax liability of $146.0 million primarily in connection with the intangible assets acquired.

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, 2023		September 30, 2022
Cash and cash equivalents	$	19,366	$	23,144
Accounts receivables, net	199,993		192,930
Inventories	214,652		207,858
Prepaid expenses and other	66,845		63,982
Property and equipment, net	41,406		35,554
Other intangible assets	64,536		66,568
Other long-term assets	76,849		71,327
Total assets	$	683,647	$	661,363
Accounts payable	$	249,248	$	215,515
Accrued expenses and other	45,164		47,952
Short-term debt	21,871		60,851
Long-term debt	96,981		64,918
Deferred income taxes	22,512		25,801
Other long-term liabilities	54,690		52,417
Total liabilities	$	490,466	$	467,454

9

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.

Note 4.  Income Taxes

The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of March 31, 2023, 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 $528.3 million ($464.5 million, net of federal benefit). If recognized, $446.3 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $20.5 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, 2023, unrecognized tax benefits decreased by $24.9 million. Over the next 12 months, tax authority audit resolutions and the expiration of statutes of limitations are not expected to result in a reduction of unrecognized tax benefits.

The Company's effective tax rates were 16.4% and 18.2% for the three and six months ended March 31, 2023, respectively. The Company's effective tax rates were 23.7% and 24.1% for the three and six months ended March 31, 2022, respectively. The effective tax rate for the three and six months ended March 31, 2023 was lower than the U.S. statutory rate primarily due to the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate, benefits from tax authority audit resolutions, and tax benefits associated with the vesting of restricted stock units and stock option exercises, offset in part by U.S. state income taxes. The effective tax rate in the three and six months ended March 31, 2022 was higher than the U.S. statutory rate primarily due to U.S. state income taxes as well as discrete tax expense associated with foreign valuation allowance adjustments, offset in part by the benefit of non-U.S. income taxed at rates lower than the U.S. statutory rate.

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, 2023:

(in thousands)	U. S. Healthcare Solutions		International Healthcare Solutions		Total
Goodwill as of September 30, 2022	$	6,280,240	$	2,223,646	$	8,503,886
Goodwill recognized in connection with acquisitions	—		1,020,013		1,020,013
Foreign currency translation	2,895		106,746		109,641
Goodwill as of March 31, 2023	$	6,283,135	$	3,350,405	$	9,633,540

The following is a summary of other intangible assets:

	March 31, 2023							September 30, 2022
(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		$	17,000	$	—	$	17,000	$	667,932	$	—	$	667,932
Finite-lived:
Customer relationships	15 years	4,955,699		(1,082,350)		3,873,349		4,226,547		(931,961)		3,294,586
Trade names and other	4 years	1,249,458		(254,964)		994,494		542,346		(172,127)		370,219
Total other intangible assets		$	6,222,157	$	(1,337,314)	$	4,884,843	$	5,436,825	$	(1,104,088)	$	4,332,737

On January 24, 2023, the Company announced its intent to change its name to better reflect its bold vision and purpose-driven approach to creating healthier futures. The Company intends to begin operating as Cencora in the second half of calendar year 2023. The new name represents a unified presence that will continue to fuel the Company's ongoing growth strategy and advance its impact across healthcare. In connection with the Company's name change, it evaluated and shortened the useful lives of certain trade names. The Company also reclassified $651.0 million of trade names from indefinite-lived to finite-lived trade names. The revised useful lives of these trade names, all of which were acquired through prior acquisitions made by the Company, range from less than one year to three years. The below future amortization expense amounts reflect the impact of the intangible assets' revised useful lives.

Amortization expense for finite-lived intangible assets was $140.8 and $78.8 million in the three months ended March 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets was $213.2 million and $159.1 million in the six months ended March 31, 2023 and 2022, respectively. Amortization expense for finite-lived intangible assets is

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estimated to be $548.6 million in fiscal 2023, $656.5 million in fiscal 2024, $530.9 million in fiscal 2025, $359.0 million in fiscal 2026, $300.5 million in fiscal 2027, and $2,685.5 million thereafter.

Note 6.  Debt

Debt consisted of the following:

(in thousands)	March 31, 2023		September 30, 2022
Multi-currency revolving credit facility due 2027	$	—	$	—
Receivables securitization facility due 2025	350,000		350,000
Revolving credit note	—		—
Overdraft facility due 2024 (£10,000)	—		—
Money market facility	—		—
0.737% senior notes due 2023	—		672,736
$500,000, 3.400% senior notes due 2024	499,437		499,195
$500,000, 3.250% senior notes due 2025	498,687		498,347
$750,000, 3.450% senior notes due 2027	746,043		745,622
$500,000, 2.800% senior notes due 2030	495,653		495,348
$1,000,000, 2.700% senior notes due 2031	991,040		990,480
$500,000, 4.250% senior notes due 2045	495,270		495,162
$500,000, 4.300% senior notes due 2047	493,421		493,288
Alliance Healthcare debt	244,408		336,886
Nonrecourse debt	118,852		125,769
Total debt	4,932,811		5,702,833
Less AmerisourceBergen Corporation current portion	—		672,736
Less Alliance Healthcare current portion	244,408		336,886
Less nonrecourse current portion	21,871		60,851
Total, net of current portion	$	4,666,532	$	4,632,360

Multi-Currency Revolving Credit Facility

    The Company has a $2.4 billion multi-currency senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which is scheduled to expire in October 2027. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based on the Company’s debt rating and ranges from 80.5 basis points to 122.5 basis points over SOFR/EURIBOR/CDOR/RFR, as applicable (102.5 basis points over SOFR/EURIBOR/CDOR/RFR as of March 31, 2023) and from 0 basis points to 22.5 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 7 basis points to 15 basis points, annually, of the total commitment (10 basis points as of March 31, 2023). 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, 2023.

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 $2.4 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, 2023.

Receivables Securitization Facility

The Company has a $1,450 million receivables securitization facility ("Receivables Securitization Facility"), which is scheduled to expire in October 2025. 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

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during the December and March quarters. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, 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, 2023.

Revolving Credit Note, Overdraft Facility, and Money Market 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 a £10 million uncommitted U.K. overdraft facility ("Overdraft Facility"), which expires in February 2024, to fund short-term normal trading cycle fluctuations related to its MWI Animal Health business. The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement ("Money Market Facility"). The Money Market Facility 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 $100 million. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice.

Senior Notes

In March 2023, the remaining balance of $675 million on the original $1.5 billion of 0.737% senior notes matured and was repaid.

Alliance Healthcare Debt

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A majority of the outstanding borrowings were held in Egypt (which is 50% owned) as of March 31, 2023. These facilities are used to fund its working capital needs.

Nonrecourse Debt

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiary and is repaid solely from the Brazil subsidiary's 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 subsidiary.

Note 7.  Stockholders’ Equity and Earnings per Share

In May 2022, 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. In the six months ended March 31, 2023, the Company purchased 5.0 million shares of its common stock for a total of $778.8 million, including 4.4 million shares from Walgreens Boots Alliance, Inc. ("WBA") for $700 million. These purchases excluded $28.4 million of purchases in September 2022 that cash settled in October 2022. As of March 31, 2023, the Company had $182.5 million of availability remaining under this program.

In March 2023, the Company's board of directors authorized a new share repurchase program allowing the Company to purchase up to $1.0 billion of its outstanding shares of common stock, subject to market conditions. No shares were purchased under this program as of March 31, 2023.

    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.

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    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)	2023	2022	2023	2022
Weighted average common shares outstanding - basic	202,316	209,244	203,188	208,900
Dilutive effect of stock options and restricted stock units	1,940	2,747	2,118	2,680
Weighted average common shares outstanding - diluted	204,256	211,991	205,306	211,580

The potentially dilutive stock options and restricted stock units that were antidilutive for the three months ended March 31, 2023 and 2022 were 3 thousand and 32 thousand, respectively. The potentially dilutive stock options and restricted stock units that were antidilutive for the six months ended March 31, 2023 and 2022 were 187 thousand and 202 thousand, 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 through 2029) as well as a distribution agreement pursuant to which it supplies branded and generic pharmaceutical products to WBA’s Boots UK Ltd. subsidiary (through 2031).

Revenue from the various agreements and arrangements with WBA was $16.8 billion and $33.0 billion in the three and six months ended March 31, 2023, respectively. Revenue from the various agreements and arrangements with WBA was $15.4 billion and $31.6 billion in the three and six months ended March 31, 2022, respectively. The Company’s receivable from WBA, net of incentives, was $7.2 billion and $7.0 billion as of March 31, 2023 and September 30, 2022, respectively.

Note 9. Restructuring and Other Expenses

    The following illustrates the expenses incurred by the Company for restructuring and other items for the periods indicated:

	Three months ended March 31,				Six months ended March 31,
(in thousands)	2023		2022		2023	2022
Restructuring and employee severance costs	$	43,531	$	8,579