SEC Comment Letter for Cencora, Inc. (COR) (CIK 0001140859) (COR) — Jun 7, 2013
Cencora, Inc. (COR) (CIK 0001140859)
Date: June 7, 2013 · CIK: 0001140859 · Accession: 0000000000-13-031149
AI Filing Summary & Sentiment
File numbers found in text: 001-16671
Referenced dates: May 24, 2013
Letter
June 7, 2013 Via E -mail Mr. Steven H. Collis President and Chief Executive Officer AmerisourceBergen Corporation 1300 Morris Drive Chesterbrook , PA 19087
Re: AmerisourceBergen Corporation Form 10-K for the Fiscal Year Ended September 30, 2012 Filed November 27, 2012 File No. 001-16671
Dear Mr . Collis :
We have reviewed your response and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the request ed information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing a ny amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Form 10 -K for the Year Ended September 30, 2012
Management’s Discussion and Analysis of Financial Condition and Results of Operati ons, page
Gross Profit , page 22
1. We note your response to comment 3 of our letter dated May 24, 2013 indicating that similar economic characteristics of ABDC and ABSG do not necessitate addressing gross profits contributed by specialty in MD& A. With a view to clarifying disclosure in future filings, please advise us in quantitative and qualitative terms of the extent to which your specialty and non -specialty margins are significantly different. We note, in this regard, relevant discussion du ring earnings calls, for example, the following statement by your
Steven H. Collis AmerisourceBergen Corporation June 7 , 2013 Page 2
CEO on the January 24, 2013 call: “Well, clearly our margins are better in the Specialty business. That is a fact.”
2. We also note the statements in your current and prior responses regardin g what determines whether a specialty product falls within ABSG as opposed to ABDC; that ABDC is ABSG’s largest customer; and that ABSG’s facilities focus primarily on complex disease treatment regimens. Your Form 10 -K states on page two that your special ty pharmaceuticals business represented $16.4 billion in revenue in fiscal 2012, which was the amount attributed to ABSG. In future filings, where you first address specialty, please clarify (1) what determines whether specialty sales fall within ABSG as opposed to ABDC, as explained in your response, and (2) the extent to which both ABSG and ABDC report specialty sales.
3. In addition, we note the statement that there is no material risk or uncertainty associated with products or services switching between ABSG and ABDC. Please advise us of any significant risk associated with specialty sales losing such status. In this regard, we note the CEO’s statement in your recent earnings call that “if we don’t keep oncology being special and cancer treatment being special, then we won’t have a chance to create that differentiated margin. So really important for us to do that.”
You may contact Adam Turk at (202) 551 -3657, or James Lopez at (202) 551 -3536 if you have questions regarding the comments. Please contac t me at (202) 551 -3795 with any other questions .
Sincerely,
/s/ John Reynolds
Show Raw Text
June 7, 2013
Via E -mail
Mr. Steven H. Collis
President and Chief Executive Officer
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook , PA 19087
Re: AmerisourceBergen Corporation
Form 10-K for the Fiscal Year Ended September 30, 2012
Filed November 27, 2012
File No. 001-16671
Dear Mr . Collis :
We have reviewed your response and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing a ny amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10 -K for the Year Ended September 30, 2012
Management’s Discussion and Analysis of Financial Condition and Results of Operati ons, page
20
Gross Profit , page 22
1. We note your response to comment 3 of our letter dated May 24, 2013 indicating that
similar economic characteristics of ABDC and ABSG do not necessitate addressing gross
profits contributed by specialty in MD& A. With a view to clarifying disclosure in future
filings, please advise us in quantitative and qualitative terms of the extent to which your
specialty and non -specialty margins are significantly different. We note, in this regard,
relevant discussion du ring earnings calls, for example, the following statement by your
Steven H. Collis
AmerisourceBergen Corporation
June 7 , 2013
Page 2
CEO on the January 24, 2013 call: “Well, clearly our margins are better in the Specialty
business. That is a fact.”
2. We also note the statements in your current and prior responses regardin g what
determines whether a specialty product falls within ABSG as opposed to ABDC; that
ABDC is ABSG’s largest customer; and that ABSG’s facilities focus primarily on
complex disease treatment regimens. Your Form 10 -K states on page two that your
special ty pharmaceuticals business represented $16.4 billion in revenue in fiscal 2012,
which was the amount attributed to ABSG. In future filings, where you first address
specialty, please clarify (1) what determines whether specialty sales fall within ABSG as
opposed to ABDC, as explained in your response, and (2) the extent to which both ABSG
and ABDC report specialty sales.
3. In addition, we note the statement that there is no material risk or uncertainty associated
with products or services switching between ABSG and ABDC. Please advise us of any
significant risk associated with specialty sales losing such status. In this regard, we note
the CEO’s statement in your recent earnings call that “if we don’t keep oncology being
special and cancer treatment being special, then we won’t have a chance to create that
differentiated margin. So really important for us to do that.”
You may contact Adam Turk at (202) 551 -3657, or James Lopez at (202) 551 -3536 if
you have questions regarding the comments. Please contac t me at (202) 551 -3795 with any other
questions .
Sincerely,
/s/ John Reynolds
John Reynolds
Assistant Director