8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2022

  _________________________________

AmerisourceBergen Corporation

(Exact name of registrant as specified in its charter)

_________________________________

Commission File Number: 1-6671

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) 

Not Applicable

(Former name or former address, if changed since last report.)

 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)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. o

Item 1.01. Entry into a Material Definitive Agreement

On February 25, 2022, AmerisourceBergen Corporation (the "Company") and two other United States pharmaceutical distribution companies (collectively, the "Distributors") determined that there is sufficient State and subdivision participation to proceed with an agreement (the "Settlement") to settle a substantial majority of opioids-related lawsuits filed against the Distributors by U.S. states, territories and local governmental entities (collectively, the "Settling Governmental Entities").

The Settlement will become effective on April 2, 2022. If all conditions to the Settlement are satisfied, including the receipt of approval by relevant courts of consent decrees to dismiss the lawsuits, the Distributors would pay the Settling Governmental Entities up to approximately $19.5 billion over 18 years, with up to $6.1 billion to be paid by the Company for its 31% portion. Under the Settlement, a minimum of 85% of the settlement payments must be used by state and local governmental entities to remediate the opioid epidemic. Most of the remaining percentage relates to plaintiffs’ attorneys’ fees and costs, and would be payable over a shorter time period. Under the Settlement, the Distributors will establish a clearinghouse to consolidate their controlled-substance distribution data, which will be available to the settling U.S. states to use as part of their anti-diversion efforts. The Settlement provides that the Distributors do not admit liability or wrongdoing and do not waive any defenses.

The terms under which the Distributors previously agreed to settle opioids claims of the states of New York, Ohio, Rhode Island, Florida and Texas, and each of their participating subdivisions, will become part of the Settlement. The previously disclosed agreement for the Distributors to settle opioids claims of the attorney general of West Virginia will remain a separate settlement arrangement that is not part of the Settlement. Accordingly, as previously disclosed, 46 of 49 eligible states, as well as the District of Columbia and all eligible territories, have agreed to join the Settlement. A list of the Distributors, states and territories that have agreed to the Settlement is attached as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On February 25, 2022, the Distributors issued a press release announcing the Settlement, a copy of which is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statements Regarding Forward Looking Statements

The preceding descriptions of the resolution of certain governmental entities’ opioids-related claims against the Company constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties that could cause actual results to differ materially from those in those statements. It is not possible to identify all such risks and uncertainties. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. Except to the extent required by law, the Company undertakes no obligation to publicly update forward-looking statements. Risk factors include, but are not limited to: the Distributors and participating states and territories may not obtain by the anticipated effective date consent judgments dismissing lawsuits and claims; the Settlement is not expected to result in a resolution of all governmental entity claims against the Company regarding its role in distributing opioids; the Company expects to continue to experience costly and disruptive legal disputes and settlements related to distribution of controlled substances, including opioids; the Company might experience losses not covered by insurance; and the Company might be adversely impacted by changes in tax legislation or challenges to its tax positions. Investors should read the important risk factors described in the Company's Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description of Exhibit
99.1	List of Parties to the Opioids-Related Settlement.
99.2	News Release of AmerisourceBergen Corporation, Cardinal Health, and McKesson Corporation, dated February 25, 2022.
104	Cover Page Interactive Data File (formatted as inline XBRL)

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMERISOURCEBERGEN CORPORATION
Date:	February 25, 2022	By:	/s/ Elizabeth S. Campbell
		Name:	Elizabeth S. Campbell
		Title:	Executive Vice President & Chief Legal Officer

EX-99.1

Exhibit 99.1

List of states and territories that have agreed to the opioids-related Settlement:

States and District of Columbia

1.	Alaska	25.	Missouri
2.	Arizona	26.	Montana
3.	Arkansas	27.	Nebraska
4.	California	28.	Nevada
5.	Colorado	29.	New Hampshire
6.	Connecticut	30.	New Jersey
7.	Delaware	31.	New Mexico
8.	District of Columbia	32.	New York
9.	Florida	33.	North Carolina
10.	Georgia	34.	North Dakota
11.	Hawaii	35.	Ohio
12.	Idaho	36.	Oregon
13.	Illinois	37.	Pennsylvania
14.	Indiana	38.	Rhode Island
15.	Iowa	39.	South Carolina
16.	Kansas	40.	South Dakota
17.	Kentucky	41.	Tennessee
18.	Louisiana	42.	Texas
19.	Maine	43.	Utah
20.	Maryland	44.	Vermont
21.	Massachusetts	45.	Virginia
22.	Michigan	46.	Wisconsin
23.	Minnesota	47.	Wyoming
24.	Mississippi

Territories

1.	American Samoa
2.	Guam
3.	N. Mariana Islands
4.	Puerto Rico
5.	Virgin Islands

List of Distributors that have agreed to the opioids-related Settlement:

1.	AmerisourceBergen Corporation
2.	Cardinal Health, Inc.
3.	McKesson Corporation

EX-99.2

Exhibit 99.2

Distributors Approve Opioid Settlement Agreement

46 of 49 Eligible States and Over 90 Percent of Litigating Political Subdivisions Participate

CONSHOHOCKEN, PA. & DUBLIN, Ohio & IRVING, Texas, Feb. 25, 2022 –(BUSINESS WIRE)– AmerisourceBergen (NYSE: ABC), Cardinal Health (NYSE: CAH) and McKesson (NYSE: MCK) announced today that each company has independently determined that there is sufficient participation by states and litigating political subdivisions to proceed with a comprehensive agreement to settle the vast majority of the opioid lawsuits filed by state and local governmental entities.

The companies have previously disclosed that 46 of 49 eligible states, as well as the District of Columbia and all eligible territories, have agreed to join the settlement. As of February 25, 2022, more than 90 percent of eligible political subdivisions that have brought opioid-related suits against the companies, as calculated by population under the agreement, have agreed to participate in the settlement or have had their claims addressed by state legislation.

The settlement will provide thousands of communities across the United States with up to approximately $19.5 billion over 18 years. The three distributors will also implement injunctive relief terms, including establishing a clearinghouse that consolidates data from all three distributors. This data will be available to all settling states and territories to use as part of their anti-diversion efforts.

While the companies continue to strongly dispute the allegations made against them, they believe that the implementation of this settlement is a key milestone toward achieving broad resolution of governmental opioid claims and delivering meaningful relief to communities across the United States that have been impacted by the opioid epidemic.

The companies would be responsible for up to approximately the following contributions, payable over 18 years:

•AmerisourceBergen: $6.1 billion

•Cardinal Health: $6.0 billion

•McKesson: $7.4 billion

The effective date of the agreement is April 2, 2022. The final step before the effective date is for the participating states and territories, together with the distributors, to seek court-ordered consent judgments embodying the terms of the settlement. The distributors’ first annual payment, which is currently in escrow, will be released to the participating states on the effective date or as soon thereafter as all conditions under the settlement have been met.

This settlement only addresses the claims of U.S. state and territorial attorneys general and political subdivisions in participating states and territories. The states of Alabama, Oklahoma and Washington chose not to participate in the settlement. The state of West Virginia previously settled with the companies, and its subdivisions are not part of this settlement. The companies previously settled with the Cherokee Nation and have reached a separate agreement in principle to settle the claims of the remaining federally recognized Native American Tribes.

Cautionary Statements Regarding Forward Looking Statements

The preceding descriptions of the resolution of certain governmental entities’ opioids-related claims against pharmaceutical distribution companies constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve risks and uncertainties that could cause actual results to differ materially from those in those statements. It is not possible to identify all such risks and uncertainties. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. Except to the extent required by law, the companies undertake no obligation to publicly update forward-looking statements. Risk factors include, but are not limited to: the distributors and participating states and territories may not obtain by the anticipated effective date consent judgments dismissing lawsuits and claims; the Settlement is not expected to result in a resolution of all governmental entity claims against each company regarding its role in distributing opioids; the companies expect to continue to experience costly and disruptive legal disputes and settlements related to distribution of controlled substances, including opioids; the companies might experience losses not covered by insurance; and the companies might be adversely impacted by changes in tax legislation or challenges to their respective tax positions. Investors should read the important risk factors described in each company’s Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission.

About AmerisourceBergen

AmerisourceBergen fosters a positive impact on the health of people and communities around the world by advancing the development and delivery of pharmaceuticals and healthcare products. As a leading global healthcare company, with a foundation in pharmaceutical distribution and solutions for manufacturers, pharmacies and providers, we create unparalleled access, efficiency and reliability for human and animal health. Our 42,000 global team members power our purpose: We are united in our responsibility to create healthier futures.Learn more at investor.amerisourcebergen.com.

About Cardinal Health

Cardinal Health is a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities. With 50 years in business, operations in more than 40 countries and approximately 48,000 employees globally, Cardinal Health is essential to care. Information about Cardinal Health is available at cardinalhealth.com.

About McKesson Corporation

McKesson Corporation is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information solutions. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively. United by our ICARE shared principles, our employees work every day to innovate and deliver opportunities that make our customers and partners more successful - all for the better health of patients. McKesson has been named a “Most Admired Company” in the healthcare wholesaler category by FORTUNE, a “Best Place to Work” by the Human Rights Campaign Foundation, and a top military-friendly company by Military Friendly. For more information, visit www.mckesson.com.

AmerisourceBergen
Investor Contact:
Bennett S. Murphy
610-727-3693
bmurphy@amerisourcebergen.com

Media Contact:
Gabe Weissman
610-727-3696
gweissman@amerisourcebergen.com

Cardinal Health
Investor Contact:
Kevin Moran
614-757-7942
kevin.moran@cardinalhealth.com

Media Contact:
Erich Timmerman
847-887-1487
Erich.Timmerman@cardinalhealth.com

McKesson

Investor Contact:
Rachel Rodriguez
469-260-0556
Rachel.Rodriguez@McKesson.com

Media Contact:
David Matthews
214-952-0833
David.Matthews@McKesson.com

XML

Cover	Feb. 25, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 25, 2022
Entity Registrant Name	AmerisourceBergen Corp
Entity Central Index Key	0001140859
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6671
Entity Tax Identification Number	23-3079390
Entity Address, Address Line One	1 West First Avenue
Entity Address, City or Town	Conshohocken
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19428-1800
City Area Code	610
Local Phone Number	727-7000
Title of 12(b) Security	Common stock
Trading Symbol	ABC
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false